HomeMy Public PortalAbout19990310 - Agendas Packet - Board of Directors (BOD) - 99-07 Regional� r"a c
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MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-07
SPECIAL AND REGULAR MEETING
BOARD OF DIRECTORS
AGENDA*
6:30 P.M. 330 Distel Circle
Wednesday Los Altos, California
March 10, 1999
*** PLEASE NOTE***
6:30 P.M. Closed Session Start Time
7:30 P.M. Public Meeting Start Time
(6:30) ROLL CALL
SPECIAL MEETING OF THE BOARD OF DIRECTORS
CLOSED SESSION
The Closed Session will begin at 6:30 P.M. At 7:30 P.M., the Board will adjourn the
Special Meeting Closed Session to the conclusion of the Public Meeting, and at the
conclusion of the Public Meeting, the Board may reconvene the Special Meeting Closed
Session.
1. Labor Nego is ioo s, - Government Code Section 54957.6
Conference with Labor Negotiator- Represented Employees
and All Unrepresented District Employees
Agency Negotiator: Susan Schectman, John Escobar, and Deirdre Dolan
Employee Organization: S.E.I.U. Local 715
(7:30) PUBLIC MEETING OF THE BOARD OF DIRECTORS
** ORAL COMMUNICATIONS -- Public
ADOPTION OF AGENDA
*** ADOPTION OF CONSENT CALENDAR-- J. Cyr
*** APPROVAL OF MINUTES
December 16, 1998 (Consent Item)
January 12, 1999 (Consent Item)
January 13, 1999 (Consent Item)
*** WRITTEN COMMUNICATIONS
3 M Distel Cir<le . Los Altos, CA 94022-1404 . Phone: 050 091-1200 ,>
FAX:050-091-0485 . F-mail: mrosd@1openspare.org . Web site: www,openspace.org
13oard of t)irec tors Pete siemens, ti1ary C. I)avev,lees C vr,Pease Little, Nonette I Linko, Bo v Cronder,Kenneth C. Nit/ . Gcnct° d Al ?migwr:L C raid Brittrm
Meeting 99-07 Page 2
BOARD BUSINESS
(7:45) 1. Final Review of Basic Policy Objective 2, Open Space Management; Policy c,
Recreational Use and Improvement -- R. Anderson
(8:15) 2. Presentation of Budget for Fiscal Year 1999-2000
a) Controller's Report -- M. Foster
b) Staff Report -- C. Britton
(8:35) 3. Tentative Adoption of a Use and Management Plan Amendment to Reroute Grabtown
Gulch Trail and Authorization to Solicit Bids to Repair Storm Damage on Purisima
Creek Road at Purisima Creek Redwoods Open Space Preserve; Determination that
the Project is Categorically Exempt from the California Environmental Quality Act;
and Authorization for Staff to Solicit Bids for Storm Damage Repairs to Purisima
Creek Road and for the Removal and Possible Relocation of the Grabtown Gulch
Bridge, With an Estimated Project Cost of$230,000 for this Phase -- R. Anderson
*** 4. Authorization for the General Manager to Execute a Purchase Contract with the State
Department of General Services to Purchase Two Patrol Trucks and Two Crew
Trucks at a Total Cost of$89,993 -- J. Escobar
(8:45) 5. Approval of Agreement for Option and Purchase of Real Property of Lands of the
Arlie Land and Cattle Company, Lease and License of Certain Arlie Property,
Approval of Timber Rights Options; Determination that the Recommended Actions
are Categorically Exempt from the California Environmental Quality Act; and
Tentative Adoption of the Preliminary Use and Management Plan, Including Naming
the Property the Bear Creek Redwoods Open Space Preserve; and Approve an
Additional Payment of$35,000 to Miller, Starr, Regalia for Legal Services -- C.
Britton
Resolution Approving and Authorizing Execution of the Agreement for Option for
Purchase of Real Property for the Lands of Arlie Land and Cattle Company,
Including the Lease and License and the Timber Rights Options
(9:45) INFORMATIONAL REPORTS -- Directors and Staff
*** REVISED CLAIMS (Consent Item)
CLOSED SESSION - (Continued, if necessary)
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.
i
Regional Open dace
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 98-31
SPECIAL MEETING
BOARD OF DIRECTORS
December 16, 1998
MINUTES
I. ROLL CALL
B. Crowder called the meeting to order at 7:04 P.M.
Members Present: Betsy Crowder, Jed Cyr, Mary Davey, Pete Siemens, Deane Little, Nonette
Hanko, and Ken Nitz.
Members Absent: None.
Staff Present: Craig Britton, Sue Schectman, Deirdre Dolan, John Escobar, Malcolm Smith,
Michael Williams, Matthew Freeman, and Mary de Beauvieres.
II. ORAL COMMUNICATIONS
Donna Gardner, P. O. Box 415, Moss Beach, requested minutes of several Board meetings and
information on the use of eminent domain by the District and other agencies.
III. ADOPTION OF AGENDA
C. Britton stated there were no changes to the agenda.
IV. ADOPTION OF CONSENT CALENDAR
Motion: N. Hanko moved that the Board adopt the Consent Calendar, including Revised
Claims 98-22. P. Siemens seconded the motion. The motion passed 7 to 0.
V. BOARD BUSINESS
A. Agenda Item No. 1 —Recommendation for the Composition and Procedure for the
Formation of the San Mateo County Coastal Advisory Committee and Authorization for
the President of the Board to Send a letter to Each of the Proposed Participating
Organizations to Request Their Representation on the Coastal Advisory Committee—
ftl2ort R-98-1601.
B. Crowder presented the Ad Hoc Committee recommendations.
30 Distel Circle . Los Altos, CA 9402 2-1 404 Phone: O50-691 1200
FAX: E»7-b91 0485 L-mail: Web situ vvww.openspxe.org
13 utd o/01w(lots Pete Siemens Mary C. I)avev, led Cvr, Deane t ittle, Nonette I Linko, Betsv Crm%der, Kenneth C Nit/ o (,Qvner,d Adxu 1 ( i w Rrition
Meeting 98-31 Page 2
N. Hanko responded to a letter from San Mateo County Agricultural Advisory Committee
recommending including professionals on the Committee with backgrounds in watershed
management, forestry, creek restoration, coastal resource planning, and sensitive habitat
management planning. She said they saw this committee as reaching out to all people who
have something to say to the advisory committee, and noted that meetings will be public.
She reminded everyone that the committee will be advisory and is made up primarily of
elected officials. They felt strongly that people on the coast have put their trust in elected
officials. She said they will be working with the Farm Bureau and POST. The last word
will rest with the District Board of Directors.
K. Nitz expressed concern about having adequate representation from the rural agriculture
segment. N. Hanko said they presumed that the people who would be appointed by
elected officials would have experience or would not be appointed to this committee. She
said perhaps they should make that clear in their letter. K. Nitz said there should be voices
on the committee who are at least in some opposition to the way the District does things
now. 45%voted against it and one representative out of nine is not close to 45%. N.
Hanko said when the District was requested to look into the possibility of extending its
boundaries, it was at the request of public agencies. They were asking for a way to save
their land. She said the letter could make it clear that those appointed to represent
farming would have experience in that area.
P. Siemens said he was happy with the proposed make-up of the committee.
J. Cyr was informed that the Ad Hoc Committee recommendation included commentary
by the consultant regarding the design of the committee. B. Crowder said the consultant
had not been hired. C. Britton said they had narrowed the field down to two groups after
review of the proposals and those groups gave the Board free advice based on their past
experience.
Jerry Donovan, 501 Main St., Mayor of Half Moon Bay, said they were looking forward
to having a representative on the advisory committee. He had some concerns regarding
the representative knowing the agriculture business and wondered if there had been
consideration of representatives from school districts. He said they supported the
annexation and would be working with the District wholeheartedly.
Stan Pastorino, 12491 San Mateo Road, Half Moon Bay, on behalf of San Mateo County
Farm Bureau, said they look forward to participating. He requested that there be one or
more active farmers on the advisory committee, as they are the people most affected by
District expansion.
Marina Starhia, P. O. Box 28, San Gregorio, asked the Board to be more equitable by
having representation from the canyons. In addition, the Cabrillo School District should
be represented because it owns a lot of the land and may be affected by the taxation
aspects of annexation. She said she was a farmer and a school board member and
represented children.
Donna Gardner, P. O. Box 415, Moss Beach, had questions about whether the laws under
which the District was formed would allow for a separation of geological areas in regard
Meeting 98-31 Page 3
to eminent domain. She asked if any Board members or staff had addressed that issue.
S. Schectman responded that this was one of the issues that the advisory committee would
be holding hearings on. She said it was appropriate for the Board to adopt policies that
would apply in one county or one area, or apply to one kind of use, therefore, policies in
the coastal area may differ from policies in the rest of the District.
Toni Danzig, P. O. Box 100, Pescadero, Pescadero Municipal Advisory Council,
suggested that the advisory committee be composed entirely of people who have public
accountability such as elected officials and those appointed by them. She was concerned
that only three representatives were designated from the coast side.
Chuck Kozak, P. O. Box 370702, Montara, addressed the issue of public accountability.
He said if they wanted more farmers on the committee, they should ask elected officials to
appoint more.
Michael Murphy, P. O. Box 308, Half Moon Bay, Rural Coast Open Space Trust, said he
thought it was time to reach out to the 45%who voted against annexation. Five of the six
organizations on the list supported the measure. He said that by adding the three Ad Hoc
Committee members as voting members of the Coastal Advisory Committee, the vote
would be 8 to 1, and that was not fair. He said the affected area is the rural coast. He
suggested making the ad hoc committee members advisory to the coastal committee,
reducing the committee to representatives from PMAC, the Board of Supervisors, the
Farm Bureau and Post, adding someone known to oppose Measure F, and maybe adding
two other people (school board and farmer). He asked them to remember that no
decisions will be made by the advisory committee and the point is to have fair
representation.
Peter Marchi, P. O. Box 13, San Gregorio, farmer, agreed with K. Nitz regarding more
representation from farmers. As a farmer, he did not think that PMAC was representative
of farmers.
B. I Burns, P. O. Box 250, Pescadero, President of the Farm Bureau, said he thought
there should be more farmers represented on the board. He clarified that the Agricultural
Advisory Committee did not write the letter referred to earlier; it was written by an
individual. He asked who the POST representative with experience in agriculture would
be.
Mary Hobbs, P. O. Box 69, Moss Beach, Mid-Coast Community Council, said they
passed a resolution supporting the concept of an advisory committee and were willing to
provide representation. There are many parcels in the mid-coast area between Half Moon
Bay and Pacifica which she hoped would be possible additions to the District, and the area
should be represented. As an individual, she echoed the concept of having public
accountability. She thought it would be a good idea to have an elected official from each
board on the committee and have them appoint someone who would represent the open
space interests.
Leni Schultz, vice president and member of the Granada Sanitary District, said she was for
Meeting 98-31 Page 4
the advisory committee. The committee's purpose would be to elicit information, and
input from all people would be sought. She said she was sure the fear level would drop as
they review policies.
K. Nitz agreed with M. Murphy regarding ad hoc committee members being advisory.
B. Crowder reviewed the ad hoc committee's process of reaching the number of people on
the committee, stating that they decided on nine because a larger number would be
unworkable.
Board members made the following suggestions:
M. Davey:
• Consider all three being members of the committee but only having one vote.
• Two other board members might be appointed from the coast side, maybe a farmer or
a representative of the farm community or another sector like canyon residents.
N. Hanko:
• Not sure one vote would work.
P. Siemens:
• Had been involved in 23-person committee which broke into subcommittees dealing
with special issues.
• Would like to see two members added, specifically one from the agricultural advisory
committee.
• Agreed regarding school district representative.
B. Crowder:
• Add to the letter emphasis that appointee should be somebody who is well acquainted
with agriculture and open space issues.
I Cyr:
• Desire is to provide an opportunity for as much participation as possible with the
outcome of majority consensus.
D. Little:
• Seems it is rather heavily stacked in favor of either elected representatives or
professional representatives. Concerned that it under-represents the average citizen of
the region. Suggested adding a couple of people who are common citizens.
• Suggested that the nine individuals choose at least two more representatives from the
coast with the idea of adding people who have different and even dissenting voices.
N. Hanko:
• Personally would not be opposed to a larger committee. She had been a member of the
2020 Task Force. Some members were elected, some were appointed.
Motion: P. Siemens moved that the Board adopt the Ad Hoc Committee's
recommendation, with the addition of one member from the Agriculture
Meeting 98-31 Page 5
Advisory Committee, and one from Cabrillo Unified School District; add
two members which may be chosen by the advisory committee at their
pleasure; and specify in the letter from the Board President that
representatives should be knowledgeable about open space and agricultural
issues. J. Cyr seconded the motion.
Amendment: D. Little asked that the motion be amended to state that the two other
community members hat be selected (rather than may), with the intention
of adding diversity. P. Siemens and J. Cyr accepted the amendment.
Vote: The motion passed 7 to 0.
There was a recess from 8:08-8:15 P.M.
B. Agenda Item No. 2—Review of Basic Policy: Objective 2. Open Space Management.
Poll X"c". Recreational Use and Improvements;Adoption of the final Basic Policy
Document Tentatively Adopted July 8. 1998 —(Report R-98-159).
R. Anderson presented the report which included three alternatives and the previous
version of the basic policy from 1980. In summary, he stated that the District's mission
has always been focused on the long-term protection of the continuous greenbelt on the
Peninsula and the District has always placed resource protection ahead of public access.
He said the District will continue to be committed to working with different user groups,
in an effort to be fair and up-front about the basis of decisions.
B. Crowder said they had received 170 written and email comments which she found
surprising since they were just putting past practice into writing. She said they were there
to listen to 120 for and 50 against, and those who came tonight. She said she would like
to reaffirm the Board's support of the basic policy document with the exception of the
section on open space management.
J. Cyr moved that the Board confine discussion to the section on resource
management. K. Nitz seconded the motion.
Discussion: N. Hanko said she would like to leave the possibility of re-opening other
parts of the document open.
Y=: The motion passed 7 to 0.
K. Nitz reiterated that the District's main goal is to acquire and preserve open space land.
C. Britton read from a letter from Carol Peterson, 585 Kingston Road, Belmont,
expressing support for hikers being able to enjoy the trails without fear of being run over
by bicycles.
Wim de Wit, 1514 Mitchell Way, Redwood City, Outdoor Education Docent with the
District, said he was in favor of the draft policy. He quoted John Muir, stating he thought
Meeting 98-31 Page 6
Muir's philosophy had been carried out with the re-election of B. Crowder. He cited this
as proof that the electorate was in favor of the division of basic use and special use. He
urged a yes vote.
Linda Elkind, 14 Hawk View, Portola Valley, said she enjoyed using trails for jogging,
hiking, and mountain biking, and was grateful for access and grateful the Board had been
true to their mission. She thought policies as drafted allow the greatest flexibility for the
District to be true to its mission, and urged that the District retain basic policies as drafted.
Marilyn Walter, 20 Coyote Hill, Portola Valley, chair of San Mateo County Trail Advisory
Committee, urged the Board not to change the basic use policy which gives District staff
the means to develop recreational trails in an orderly fashion, within its staff and budget
limitations, and with the overall goal of accomplishing its mission.
Sharon Niederhaus, 8 Coalmine View, Portola Valley, a seventh generation Californian,
expressed support for keeping the policy as it is.
Elly Hess, 2411 Graceland Ave., San Carlos, said she thought of open space as islands of
serenity where you can get away from gridlock and chaos. She talked about ECDM and
how bicycles go off trail and cause erosion. She expressed support for keeping the basic
policies.
Denise Williams, 25462 Altamont Road, Los Altos Hills(PADS), said she was very
concerned about Alternative 1 but was interested in Alternatives 2 or 3.
Peter Donohue, 792 Arguello St., Redwood City, said he liked Alternative 3 but could
support Alternative 2.
Erik Goetze, 724 Arastradero Road #116, Palo Alto, said one of greatest values of the
District is to provide wilderness. He said everyone agrees there is value to wilderness but
different groups want to use it differently. He supported the basic draft review. He
quoted Aldo Leopold regarding mass use of land.
George Sublett, 3027 St. James, Belmont, volunteer horseman, suggested leaving the
wording as it had been in the past, as it seemed to have worked. He suggested that they
not differentiate between groups, and not limit diversity but encourage diversity. He said
he enjoys serenity but enjoys passing people who are smiling. He quoted from the
brochure which said"Escape to your Open Space," and said they should convene a task
force on rules if they are not being abided by.
Anne Curran, 201 Loma Verde#A, Palo Alto, supported Alternative 1 as a rational and
fair approach and one which does not limit or prohibit equestrians and biking but requires
more thought and analysis of those higher impact uses.
Ernst Meissner, 1327 Johnson St., Menlo Park, said he was grateful for the existence of
the District. He agreed with the District objective of obtaining and preserving open space
and making linkage of individual areas a top priority. He described experiences in the
preserves and said he was happy that part of the District mission was to provide low
Meeting 98-31 Page 7
impact recreation to make those experiences possible. He said he can no longer hike and
depends on a horse to get him there.
Fred Stanke, 22873 Longdown Road, Cupertino, said he preferred to be considered a
basic user as a taxpayer and a cyclist. He did not think crowding was the issue. He
agreed with a previous speaker and supported Alternative 2 or 3.
Charles Fry, 807 San Ramon Ave., Sunnyvale, ROMP cyclist and hiker, echoed P.
Donohue's comments and stated his preference for Alternative 2 or 3. He said Alternative
1 created needless divisions in the community.
Paul Koski, 22030 Regnart Road, Cupertino, said he cycles with his daughter, and urged
the Board to keep the original wording or use Alternative 2 or 3. He said Alternative 1
was personally unacceptable.
Christopher Hoover, 741 Pollard Road#4, Los Gatos, spoke against Alternative 1 and
proposed 2 or 3.
Mary Bernstein, Palo Alto, said she was in favor of Alternative 1.
Stuart Whittelsey, 180 Fox Hollow Road, Woodside, one of founders of Los Altos Hills
Horsemen, said the policy has worked and the Board should leave it the way it is. He said
designating horse riding as a special use shocked him because the trails were originally
established by horsemen.
Mary Beth Stucky, 180 Fox Hollow Road, Woodside, a multi-trail use person, nature
photographer, and president of the San Mateo County Horsemen's Society, said she was
representing 650 taxpayers who own horses and do not want Alternative 1 which made
everyone but hikers a special use.
Carleen Whittelsey, 180 Fox Hollow Road, Woodside, member of Los Viajeros Riding
Club and volunteer for San Mateo County Horses in the Park, said horses require open
space and should not be limited by being designated as a special use. She said horses will
not hurt open space and are a special resource themselves.
Don Pugh, 231 Glenwood Ave., Woodside, said Muir and Portola both used horses. He
said everyone in the room agreed that taxpayer money should be used to fund open space
and stop the developers. He said they should be working together. However, if the policy
goes through, it would be years before bikers and horsemen will have access. He said he
was tired of hearing that the District's job was acquisition, not access, and it may be time
to put an initiative on the ballot. He said their common enemy is developers and urged
them to vote for the alternative that did not discriminate against certain users.
Hans Hull, 329 Albion Ave., Woodside, said he was a biker and was in favor of
Alternative 1. He said there were good reasons that uses were differentiated, including
safety concerns. In addition, horses cause a greater degree of erosion on land than hikers.
Mieke Dankers, 800 Bear Gulch Road, Woodside, said she was thankful for the District.
Meeting 98-31 Page 8
She expressed support for basic use policy Alternative 1, adding she thought there were
times when access should be shut off even from hiking. She said they need to look at each
piece separately.
Eric Lutkin, 247 Covington Road, Los Altos, said there should be basic fairness. He
supported the current policies and said if they have to be changed, go with Alternative 3.
He noted that one way to address the cost of maintenance would be a use fee.
Jim Lauth, 622 N. Garland Tern, Sunnyvale, said he was a multi-user. He was strongly
opposed to Alternative 1 and asked the Board to consider Alternative 2 or 3, or keep as is.
Stephen Buckhout, 1389 Heckman Way, San Jose, said he was very pleased with a
number of things in the plan. He said the concept of basic use was brilliant. He asked that
the Board think about the ultimate impact of all uses they consider. He said it was easier
to go slowly and more difficult to reverse the impact.
Gordon Brown, 3704 Redwood Circle, Palo Alto, horseman, said he was a geologist at
Stanford and commented on impacts by users. He said nature has a huge impact which is
difficult to measure. He asked them not to adopt Alternative 1.
Melody McGruder, 305 Easy St., #1, Mountain View, docent and hiker, said Alternative 1
was the best solution.
Berry Stevens, 3265 Fair Oaks Ave., Redwood City, member of ROMP and San Mateo
County Trail Advisory Committee, expressed support for Alternative 2 which he said puts
users on equal footing.
Jean Struthers, 13690 Robleda Road, Los Altos Hills, California Native Plant Society,
hiker, and native plant lover, said if a special use category is made it does not deprive
them from using trails, it just deprives their bike or horse from using them. She said they
all want to get along together, but there are times when weather conditions make it bad to
be out on trails with horses or bikes. The wider trails can be maintained mechanically, so
they could be used by bicycles and horses instead of the narrow winding ones. She urged
that the Board protect all the plants and animals as best they could.
Geoff Fanning, 1464 San Antonio #1, Menlo Park, said he loves the open space preserves
and is a hiker and mountain biker. He would like to continue to use the open space as a
bicyclist. He thought Alternative 2 or 3 would help not a drive wedge between users.
Eric Jewett, 295 Snow Crest Road, Los Gatos, hiker, nature photographer, and back
packer, said he was against Alternative 1 as it created two classes of users. While it might
express the current implementation of the uses on preserves, it should not be imposed in
the basic statement of policy. He strongly preferred Alternative 2 but would like it better
if it used some of the language of the existing policy which talked about low-intensity uses
such as hiking, riding, picnicking, photography, and so forth.
Chris Macintosh, P. O. Box 802, Menlo Park, hiker, supported the basic plan. He said he
thought resource protection came before private enjoyment by everyone. There are more
Meeting 98-31 Page 9
people using trails so they all have to make compromises. He said he had nothing put
pleasant encounters with bikers at ECDM. He agreed that some users have a higher
impact and thought Alternative 1 was appropriate.
Ross Finlayson, Mountain View, ROMP, supported Alternative 2 or 3 because they
specify criteria. The District's primary goal will always be to acquire and preserve. He
asked that they choose the wording of the basic policy carefully so it reflects what the
District should be.
Clara Buellesbach, 1577 Villarita Drive, Campbell, MROSD trail patrol, asked if they used
the reports turned in by the volunteer patrol. She thought the terms"basic" and"special"
should be eliminated from all policies. As long as everybody obeys the rules, they get
along fine. Board members said they had not seen the volunteers' reports.
Jo Barrett, 12344 First Fork Road, Los Gatos, South Skyline Equestrian Association,
turned in a card but did not wish to speak at the time.
Adda Quinn, 3027 St. James Road, Belmont, volunteer trail patrol, thanked the Board and
staff. She expressed three concerns about Alternative 1: It has already created
fragmentation within user groups;MROSD is part of larger system of open space and
public trail resources and Alternative 1 would put them out of step with policies of other
land agencies and groups seeking trail integration such as the Bay Area Ridge Trail
Council; and Alternative 1 would impose a narrow, restrictive, and potentially exclusive
definition of how public land should be used. She urged the Board to do three things:
provide a forum in which trail users can meet to discuss differences constructively, create
a vehicle that allows users to help with the difficult issue of enforcement since underlying
differences between uses may be enforcement issues, and adopt either Alternative 2 or 3.
Roger Myers, 3507 Altamont Way, Redwood City, MROSD docent, said he was in favor
of the basic policy. He said he was there to speak for reptiles and amphibians. He said
80-90% of cyclists are courteous but the other 10% make it miserable. He asked that
when the Board allows bikers, they consider the needs of native residents.
Judi Baskin, P. O. Box 620108, Woodside, trail patrol volunteer, said she rode horses for
MROSD, and thought the problem was that equestrians got grouped with bikes. She said
hikers love to see horses. She asked that they make horses a basic use if they are going to
segregate. She was in favor of Alternative 2.
Jeff Hane, 682 Danforth St., Sunnyvale, said the District has done a good job of saving
open space. She said Alternative 3 was her favorite, and Alternative 2 offered a
compromise.
David Houer expressed concern about the proposed language. He said there seemed no
reason to continue the current practice and encouraged the Board to adopt more even-
handed language.
Nancy Brown, 3704 Redwood Circle, Palo Alto, Los Viajeros and San Mateo County
Horsemen's Association, said she enjoyed open space. She urged consideration of
Meeting 98-31 Page 10
Alternative 2 or 3.
Frances Reneau, 229 McKendry Dr., Menlo Park, MROSD outdoor education leader, said
she thought the Board would make a good choice. She said she wanted them to make the
best choice for the land.
Thomas Schoderbek, 1208 Arbor Court, Mountain View, MROSD docent, said he had
ridden bikes over the years, and he had seen a difference between bikers, pedestrians, and
horses. Bicycles have more impact. He said he had not read any of the proposals, but it
seemed the intent of Alternative 1 was reasonable. He said he preferred to see the District
have very low-impact trails. He said it seemed that Alternative 1 was reasonable.
Charles Doland, 2556 Monte Linda Court, San Jose, said Alternative 1 is a common sense
approach. He said this is a policy about uses, not users. There is a difference on impacts
on the environment.
Bill Korbholz, 640 Lake Mead Way, Redwood City, said one thing the Board had lost
sight of was that this discussion was not about excluding people from using trails, but
about putting in place machinery that managers of open space need to do the job of
managing open space effectively, putting resource protection ahead of access. He said
Alternative 1 did this.
Bill Bauriedel, 3673 South Court, Palo Alto, said the highways were once horse trails and
wagon roads. He said they need to look ahead 50 years because the decisions they make
now about limiting uses are going to be very important. He supported Alternative 1.
Roger Alleman, 1640 Elmhurst Dr., Los Altos, hiker, said the Board realizes they have a
responsibility to control trails. Some trails make multiple uses, at the same time,
incompatible. He said if a large group of people stay away from a given preserve, it will
affect the District's ability to collect money and obtain more land.
Rob Krnsky, volunteer horse patrol in San Mateo County, clarified that bikes are allowed
on paved roads at Huddert Park. He had 33 letters from people who supported
Alternative 2 or 3. One letter represented 250 people.
Julie Muir, Mountain View, MROSD docent, said one thing she enjoys about the District
is that it is here to preserve land, and preserves are not parks. She said there are different
impacts from uses, and expressed support for Alternative l. She suggested that the Board
look at docent reports as well as trail patrol reports.
Harry Haeussler, 1094 Highland Circle, Los Altos, said the District was segregating some
of the uses and none of the users want to be segregated. He said hang gliding is referred
to as a special use, yet has no impact on trails. He said the definitions need work. In
addition, he said his wife is handicapped and asked what was meant by reasonable
accommodation for people with disabilities.
N. Hanko said it was necessary for the District to include the words regarding reasonable
accommodation for people with disabilities to conform to District policy and Federal law.
Meeting 98-31 Page 11
Ellie Gioumonsis, 992 Loma Verde Ave., Palo Alto, California Native Plant Society, said
they were particularly concerned about the many uses of the land on which plants grow.
She said the purpose of the District is primarily to protect open space, as well as plants
and animals that have no place else to go. She said she was in favor of Alternative 1.
Jan Garrod, Garrod Farms in Saratoga, described selling land to the District with the
provision that they could use the land as they had in the past, which was for equestrian
riding trails. He said they have had a wonderful relationship with the District over the last
16 years.
C. Britton said he was not aware of specific agreements with regard to the Garrod
property. He said typically they continue the historical use. He thought they were happy
with present policies.
Robert Dryall, 18591 Runo Court, Cupertino, said he uses District lands for hiking,
biking, and horseback riding, and thought Alternative 1 made the most sense. He
compared making highways larger with making trails bigger.
R. Anderson said there was not a lot of functional difference between Alternatives 1 and 2.
He said staff was committed to Alternative 1 because it had been tentatively adopted and
was closest to the literal existing pattern of practice and policy that preceded the new
language. D. Little said Alternative 1 seemed to offend parts of the community and did
not necessarily add to the ability of District staff to protect trails.
R. Anderson said all uses could"require special planning and management" (Alternative 2,
last sentence) depending on the setting and the pattern of use.
J. Cyr said he has seen more conflict issues come to the surface during the two years on
the Board, but thought they needed to provide some kind of reasonable way to let people
onto the land without destroying resources in the process. He said he was leaning toward
Alternative 2 at this time.
R. Anderson said the difference between the original policy adopted in 1974, amended
slightly in 1980, and this document, was an attempt to clarify that the District needs to
make use-specific decisions and Alternative 1 listed the criteria.
N. Hanko said she would like to study the issue some more and was concerned about
special uses. She said she would prefer that it be called"other permitted uses" rather than
"special uses". She was in favor of having three categories. She said everyone has a right
to be on District trails. She did not see the Board changing thew minds about what is
permitted.
P. Siemens said typically they have not opened up any newly purchased properties except
for an historic use. He heard tonight that people were concerned. He said he would like
to accomplish their objective without putting people in separate categories.
M. Davey said staff had tried to put into written form what practices have been since 1980
and words have been used that have been interpreted to be divisive. She thought this was
Meeting 98-31 Page 12
an attempt to consider each use and how it affects the land. She said Alternative 1 is the
best because it states what the District actually does.
B. Crowder said she did not believe anybody intended that the wording of Alternative 1
was to discriminate but was intended to provide a tool for deciding how each trail should
be used. She expressed the opinion that mixed use can be accommodated but not all uses
on all trails. This document was to create policy, and the use of each trail had to be
decided by the trails policy revision which should take place in 1999. She said she would
be happy with Alternative 2 but thought it was a little cumbersome.
C. Britton said staff were looking at basic policy and how to conform to current practice.
He said they did not bring it to the Board to create controversy. He recommended that if
they wanted something simpler and less divisive, they send it back to committee.
Motion: P. Siemens moved that the Board adopt Alternative 2 modified as follows:
Change the first sentence to read, "The timing of, and access to or public
recreational use of, District land for each type of use will be evaluated . . . "
Next paragraph, change the word"allowed" to"provided." Eliminate the
next paragraph except, "The District is committed to working with
different trail user groups to find practical uses and mitigations with the
understanding that some trails may not be open to all uses." Change
"avoid" to "avoidance" and"mitigate" to"mitigation" in numbered
paragraphs. J. Cyr seconded the motion.
Vote: Following discussion, the motion passed 6 to 1 (Director Nitz voted no,
stating that the alternative did not protect as much as he would like it to
and adding that he was not in favor of building more trails now).
VI. INFORMATIONAL REPORTS -None
VII. ADJOURNMENT
At 10:45 P.M., the meeting was adjourned.
Roberta Wolfe
Recording Secretary
Claims No. 98-22
Meeting 98-30
Date: December 16, 1998
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5303 659.86 Acme & Sons Sanitation Sanitation Services
5304 20.41 Allen Equipment Co. Inc. Vehicle Parts
5305 87.50 American Red Cross CPR Training Manikin Rental
5306 415.00 American Trails Registration-M. de Beauvieres
5307 180.76 Artech Laminating Lamination Supplies
5308 16.67 AT&T Telephone Services
5309 264.37 Bailey's Uniform Boots
5310 1690.70 Richard Beale Land Use Planning Land Density Study Consultant
5311 305.92 Beck's Shoes, Inc. Uniform Boots
5312 4900.00 Timothy C. Best, CEG Road Inventory Project Consultant
5313 242.79 L.C. Britton Reimbursement-Local Business Meeting Expense
5314 122.90 California Water Service Company Water Service
5315 360.40 Cal-Line Equipment Inc. Chipper Service
5316 534.48 Communication&Control Inc. Mt. Umunhum Pump Utilities
5317 25.00 Mark Casaretto Reimbursement--Boot Repairs
5318 90.00 Cougar Couriers Express Mail Service
5319 134.00 Council on Education in Management Membership Renewal
5320 75.50 Dennis Danielson Reimbursement--Film
5321 87.60 Deluxe Business Forms Year End 1099 Tax Forms
5322 410.41 Film to Frame Film &Processing
5323 30.14 Foster Brothers Security Systems, Inc. Key Duplication
5324 30.01 G & K Services Shop Towel Service
5325 55.31 Gardenland Power Equipment Tool Repairs
5326 1029.52 Goodyear Auto Service Center Tires
5327 205.93 GTE Wireless Cellular Phone Service
5328 298.00 Green Waste Recovery, Inc. Dumpster Rental
5329 135.00 International Right of Way Association Class Registration-M.Williams
5330 361.33 Gold Seal Collision Center Vehicle Fender Repair
5331 264.88 Jodi Isaacs Vehicle Expense
5332 456.16 Jakaby Engineering La Honda Bridge Consultant
5333 231.84 Jobs Available, Inc. Recruitment Advertisement
5334 2469.95 Lanier Worldwide, Inc. Copier Lease
5335 306.10 Los Altos Garbage Company Dumpster Service
5336 139.51 MetroMobileCommunications Radio Repairs
5337 580.00 Micro Accounting Solutions Computer Consultant
5338 197.48 Mintons Lumber&Supply Field Supplies
5339 44078.32 Mission Valley Ford 1999 Ford F550 Vehicle
5340 622.28 Navarone Mailing Service Winter Newsletter Mailing
5341 320.22 Office Helper Products Office Supplies
5342 -246.92 Pacific Bell Telephone Services
275.42
5343 2500.00 Popish Appraisal &Consulting Appraisal Services
5344 800.00 Town of Portola Valley Retainer-Town Planner
5345 45.00 *1 Town of Portola Valley Room Fee-Public Hearing
5346 13.78 Precision Engravers, Inc. Name Tag Engraving
5347 2000.00 Tom Randall December&January-Rental Agreement
5348 10.08 Regal Dodge Vehicle Parts
5349 865.00 Re-New Sealers, Inc. Driveway Repair-Monte Bello Permit Lot
Pagel
Claims No. 98-22
Meeting 98-30
Date: December 16, 1998
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5350 2325.40 Restroorn Facilities Restroom Installment Payment—Retention
5351 116.00 Rich's Tire Service Tire Repair and Tire
5352 41.94 Roberts Field Supplies
5353 352.48 ROMIC Environmental Technologies Corp. Hazardous Materials Pick Up
5354 114.75 Safety-Kleen Solvent Tank Service
5355 745.32 San Francisco Newspaper Agency Recruitment Advertisement
5356 79.87 San Jose Mercury News Recruitment Advertisement
5357 8,991.33 Scribner Graphic Press Winter Newsletter Printing
5358 77.13 Shell Oil Fuel
5359 117.32 Steven's Creek Quarry Base Rock—Rancho Driveway
5360 192.69 Summit Uniforms Uniforms
5361 4221.75 Sutter Equipment Company SWECO Slope Board Attachment
5362 94.00 Swift Attorney Service Service of Documents
5363 464.99 Tooland, Inc. Tool Parts
5364 1665.16 Trails Unlimited SWECO Trail Dozer Training& Instructor
5365 16.45 U.S. Rentals Rental Service Charge
5366 120.00 Rich Voss Trucking Gabion Rock Delivery
5367 146.25 West Coast Aggregates, Inc. Drain Rock
5368 361.93 Wheel Works Tires
5369 300.00 Roberta Wolfe Recording Services
5370 200.00 Woodside&Portola Private Patrol Secure Gates—Windy Hill Parking Lot
5371 201,46 Workingmans Emporium Uniforms
6372R 100.00 CAPPO, Inc. Conference Registration-D.Topley
6373R 4947.13 Alice Cummings Grant Application Consultant
6374R 12632.39 Gilroy Motorcycle Center 2 Quadrunners
5375R 645.00 Home Depot Field Supplies
6376R 488.42 Koo Koo Roo Staff Event Caterer
5377R 896.90 Orchard Supply Hardware Field Supplies
6378R 64.00 *2 United States Postmaster Holiday Card Postage
*1 Urgent Check Issued December 11, 1998
*2 Urgent Check Issued December 15, 1998
Total $109,005.73
Page 2
RqgIonal Open pace
t
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-01
SPECIAL MEETINGS
BOARD OF DIRECTORS
January 12, 1999
MINUTES
I. ROLL CALL
President Betsy Crowder called the meeting to order at 7:34 P.M.
Members Present: Mary Davey,Betsy Crowder,Nonette Hanko,and Ken Nitz. Peter
Siemens and Jed Cyr arrived at 7:40 P.M. Deane Little arrived at 7:44 P.M.
Members Absent: None
Personnel Present: Craig Britton,Mike Foster,and Deirdre Dolan
II. ORAL COMMUNICATIONS -None.
III. ADOPTION OF AGENDA
M.Davey moved that the Board adopt the agenda. K.Nitz seconded the motion. The motion
passed 7 to 0.
VI. BOARD BUSINESS
A. Agenda Item No. 1 -Public Hearing Pursuant to Government Code Section 6586.5 on the
Proposed 1999 Revenue Bond Financing by the Mi peninsula Regional nal Open Space District
Financing Authority and the Significant Public Benefit Thereof and the Final Approval of
the Issuance of Such Bonds-(Report R-99-11).
B. Crowder opened the public hearing.
C. Britton referred to the Board report. He introduced Carlo Fowler of Orrick Herrington&
Sutcliffe,District Bond Counsel,and Tom Lockard,Managing Director,Stone&
Youngberg,the District underwriter.
C. Fowler explained that the public hearing was required by law,and the District must
conduct the hearing,not the JPA.
B. Crowder asked if there were any comments from the public and H.Haeussler addressed
the Board requesting clarification and definitions for several phrases and terminology used
regarding the Note Issue. B. Crowder then closed the public hearing.
V. ADJOURNMENT
The hearing was adjourned at 8:08 P.M.
Deirdre Dolan
District Clerk
130 Distel Circle * Fos Alto,, CAA 94022-1404 Phone. 07)O-61)1-1200
FAX:650 691-048 5 * F-mail: Weh site:ww�.o�xanspa<e.org
Board w I)ire(tof,:Pete Sit
�nicns,Maly ( . F7aveV,led C\i, Deane Little, Nouxclie Hankz>, [3etsv Croxader, Kenneth( . Nit/ ;<vucrat 1Lmr,is,(r.I_Cr,ii4;Rritt(xi
J
Regional
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-02
REGULAR AND SPECIAL MEETINGS
BOARD OF DIRECTORS
January 13, 1999
MINUTES
I. ROLL CALL
President Betsy Crowder called the meeting to order at 6:10 P.M.
Members Present: Deane Little, Peter Siemens, Mary Davey, Betsy Crowder,
Nonette Hanko, Ken Nitz, and Jed Cyr
Members Absent: None
Personnel Present: Craig Britton, Sue Schectman, Del Woods
II. CLOSED SESSION
B. Crowder stated that the Board would adjourn to Closed Session for the purpose
of discussing Closed Session Agenda Items 1, 2, and 3.
The Board recessed to Closed Session at 6:10 P.M. and the Closed Session
commenced at 6:11 P.M. The Board concluded the Closed Session at 7:30 P.M.
and B. Crowder called the Regular Meeting to Order at 7:37 P.M. She noted that
no reportable actions had taken place in Closed Session and that the Closed
Session would be continued at the conclusion of the Regular Meeting.
Additional Personnel Present: Deirdre Dolan, Malcolm Smith, and Mike Foster
III. ORAL COMMUNICATIONS -None.
IV. ADOPTION OF AGENDA
J. Cyr moved that the Board adopt the agenda. P. Siemens seconded the motion.
The motion passed 7 to 0.
V. ADOPTION OF CONSENT CALENDAR
B. Crowder removed Revised Claims 99-01.
3 M Distel Circle - Los Altos, CA 94022-1404 * Phone: 650-691-1 ZOO
FAX: 650-691-0485 a F-mail mrosd«openspa<e.org; m Web site: www.olwnstmce.org
Bowl of Dirt toil Davey, It'd Cyr, Deane l ittle, Nonette Hanko,(3etsy Crowder, Kenneth( Nil/ GEveral M.uia cr:t ( rain;i3ritlun
Meeting 98-27 Page 2
Motion: J. Cyr moved that the Board adopt the Consent Calendar, including approval of the
minutes of the October 21 Special Meeting and the October 28 Special and Regular
Meeting; agenda item 6,Authorization for Director Little to Attend the 1999 Special
District Board Manap-ement Institute at a Projected Cost of$1200; agenda item 7,
Approval of One-Year Consulting Services Agreement with Heim,Noack,Kelly&
Spahnn for Consulting Fee of$1.100 Per Month: and agenda item 8,Approval of
Retainer Agreement for Legal Services With the Law Firm of Miller, Starr and Regalia
K Nitz seconded the motion. The motion passed 7 to 0.
VI. BOARD BUSINESS
A. Agenda Item No. 1 -Administer the Oath of Office to Betsy Crowder,Newly Elected Director
- ftport R-99-02).
D. Dolan administered the oath.
B. Agenda Item No.2-Election of Board Officers for 1999 - (Report R-99-03).
D. Dolan outlined the Rules of Procedure for the election. Following voting, she announced
the following Board Officers for 1999:
President-Jed Cyr
Vice President-Ken Nitz
Treasurer-Pete Siemens
Secretary-Deane Little
B. Crowder reflected on her year as President. J. Cyr talked about some issues he wanted to
consider in the following year, including Y2K, expanding educational opportunities,finishing
the processes for basic policies, expanding his personal knowledge of District land and
personnel, and continuing to move forward in the area of becoming more clear on how the
District will deal with resource management. He thanked Board Members for electing him.
C. Agenda Item No.3-Public Hearing Pursuant to Government Code Section 6586.5 on the
Proposed 1999 Revenue Bond Financing by the Midpeninsula Regional nal Open Space District
Financing Authorily and the Significant Public Benefit Thereof and the Final Approval of the
Issuance of Such Bonds-(Report R-99-11).
J. Cyr opened the public hearing.
C. Britton referred to the Board report which he said was similar to the one for the hearing in
San Mateo County. He introduced Carlo Fowler and Anna Maria del Rio of Orrick Herrington
&Sutcliffe, District Bond Counsel, and Tom Lockard, Managing Director, Stone&
Youngberg, the District underwriter.
C. Fowler explained that the public hearing was required by law,and the District must conduct
the hearing,not the JPA.
J. Cyr asked if there were any comments from the public and H. Haeussler addressed the Board
stating the he understood the proposal. J. Cyr then closed the public hearing.
Motion: B. Crowder moved that the Board adopt Resolution 99-01 a Resolution of the
Board of Directors of the Midpeninsula Regional Open Space District
Meeting 98-27 Page 3
Approving the Issuance of the Midpeninsula Regional Open Space District
Financing Authority 1999 Revenue Bonds and Determining That There are
Significant Public Benefits to the District From the Issuance of Such Bonds. N.
Hanko seconded the motion. The motion passed 7 to 0.
D. Agenda Item No.4-Acceptance of Grant in the Amount of$200-000 from the David and
Lucile Packard Foundation for Planning and Research Related to the Proposed Annexation of
the San Mateo County Coastal Area into District Jurisdiction-(Report R-99-06).
C. Britton presented the staff report.
Motion: N. Hanko moved that that Board accept Grant#98-4871 from the David and
Lucile Packard Foundation in the amount of$200,000; certify that the District
will comply with all Conditions of Grant, as outlined by the Foundation;
authorize the General Manager, as agent of the Midpeninsula Regional Open
Space District,to execute the Award letter and Conditions of Grant; approve
and ratify the General Manager's January 12, 1999 execution of the Award of
Letter and Conditions of Grant; authorize the General Manager to receive the
grant funds, conduct all procedures and complete all documentation which may
be necessary for the grant completion; and adopt Resolution 99-02 a Resolution
of the Board of Directors of the Midpeninsula Regional Open Space District
Accepting a Grant in the Amount of$200,000 from the David and Lucile
Packard Foundation for Planning and Research Related to the Proposed
Annexation into District Jurisdiction of the San Mateo County Coastal Area.
D. Little seconded the motion. The motion passed 7 to 0.
E. Agenda Item No.5-Appointment of Administration and Budget Committee for 1999-
(Report R-99-04).
J. Cyr presented his recommendations. P. Siemens as Treasurer was an automatic member and
that K. Nitz continue, and D. Little be appointed.
Motion: N. Hanko moved that the Board appoint IC Nitz and D. Little as members of
the Administration and Budget Committee for 1999 in addition to P. Siemens.
B. Crowder seconded the motion. The motion passed 7 to 0.
VII. REVISED CLAIMS
B. Crowder asked about claim#5412 (Enshallah Inc., consulting services,Teague Hill Project).
C. Britton said he would get an analysis of where they stand on the project. Regarding claim
#5422 (Jens Hansen Co., Inc.,Windy Hill access improvement project)B. Crowder said she
did not think we should pay them for landscaping because it was badly done. S. Schectman
said she would check the contract to see if it was possible to hold the payment.
Motion: B. Crowder moved that the Board approve Revised Claims 99-01 except for
Claim#5422.
Discussion: J. Cyr asked what claim#5400(Clark's Pest control, enterprise rental
fumigation) was, and C. Britton said he would look into it and report back to
the Board. In answer to H. Haeussler's questions about why the District is
paying someone else to do security(claim#5492,Woodside and Portola
Meeting 98-27 Page 4
Private Patrol, secure gates,Windy Hill parking lot)C. Britton said the gates
open at 7:30 a.m., and the Foothill Ranger staff cannot get there that early. He
said this is the most economical way to do it. J. Cyr inquired about claim
#5442 (City of Mountain View,Deer Hollow Farm agreement). C. Britton
clarified that the District,the City of Mountain View and the County contribute,
and this is the last year of a three-year agreement.
Second and Vote: N. Hanko seconded the motion. The motion passed 7 to 0.
VIII. INFORMATIONAL REPORTS
D. Little asked for clarification on agenda item No. 8. S. Schectman said these kinds of fees
are similar to the fees paid to Carlo Fowler and the bond counsel. They are specialized legal
services that cannot be provided in-house. She said the work was done during December and
January and is continuing. She would find out how many hours had been spent. C. Britton said
they are in the process of hiring a research attorney to assist S. Schectman,but would still
require specialized legal services from time to time.
K. Nitz said he met with J. Isaacs and J. Escobar and the group from Brittan Heights on Sunday
at the site at Pulgas Ridge where eucalyptus trees are being cut.
B. Crowder reported as follows: 1. The San Mateo County Trails Plan was reviewed in 1995
and shelved because an EIR was required. The County has hired an EIR consultant.
2. Tomorrow the State Parks Commission will discuss Cascade Ranch and Pigeon Point Lighthouse.
N. Hanko reported as follows: 1. Operations Program review-South Skyline Association
presented their views. They have set up a meeting on January 29 and invited the sheriffs. She
said they were advised that if the Operations Committee attended the meeting, it should be
announced as a Board meeting in order to meet Brown Act requirements. She said they could
structure it as a Board workshop. S. Schectman said they could say the Board will convene a
meeting for the purpose of attending the Skyline Association meeting and participating. 2. She
had requested time on the January 27 agenda to present information regarding the good
neighbor policy on Long Ridge Preserve.
M. Davey reported as follows: 1. That morning she attended a Joint Venture Silicon Valley
event where they gave awards in five categories. In the Livable Environment category, one
award went to POST. Tom Ford was also recognized posthumously in the same category. 2.
Last evening she had attended the swearing in of Ron Gonzales as San Jose Mayor.
J. Cyr said that during the period between Christmas and New Years he and D. Little toured the
Pulgas situation with J. Isaacs. They were there when the Open Space Technician was directing
the CCC crew, and it was exciting to see how well planned and done it was.
D. Little said on that visit J. Isaacs indicated that some of the neighbors are complaining
because they can see water tower. He had suggested painting it with a native species mural.
He talked about his encounter with a person on Russian Ridge on Christmas day.
C. Britton reported as follows: 1. He handed out copies of the Regional Open Space Study
which was in draft form and said staff would return to the Board with financial information. 2.
The Annual State of the District message will be on February 5 at 1:00 p.m. for Board
members who might like to attend. 3. The bench put on Anniversary Trail in honor of Tom
Meeting 98-27 Page 5
Ford, Mel Lane, and Ward Payne was stolen. POST will replace it. 4. POST has raised$27
million of their$28.5 million fundraising goal. They have acquired almost 10,000 acres of
land so far with the funds. 5. Larry Coons, interim executive director of the South County
Authority will be retiring at the end of June. 6. There was a letter in the FYIs regarding David
Hansen's resignation from Sonoma County Agricultural Preservation and Open Space District.
7. The$325,000 grant request in the fish category for habitat conservation was recommended
for approval by the State. 8. The Open Space Council will meet January 21. Ralph Heim will
be making the main presentation. 9. PCL is having their 16th annual Environmental
Legislative Symposium in Los Angeles. 10. The FYIs contained a copy of a letter responding
to the District's request to be seated at the Airport/Community Round Table.
D. Dolan reminded Board members to complete the Campaign Disclosure and Statement of
Economic Interest forms.
At 9:00 P.M.,the Board adjourned to Closed Session to continue discussion of Closed Session
Item No. 1.
IX. CLOSED SESSION
The Board reconvened to Closed Session at 9:10 P.M. and the Closed Session commenced at 9:11
P.M. The Board concluded the Closed Session at 11:00 P.M. and B. Crowder noted that no
repportable actions had taken place in Closed Session.
X. ADJOURNMF,N'T
At 11:00 P.M. the meeting was adjourned.
Roberta Wolfe
Recording Secretary
Claims No. 99-01
Meeting 99-02
Date: January 13, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5379 169.00 A&A Plumbing Plumbing Repairs--Deer Hollow Farm
5380 317.80 Accuchex Corporation Payroll Service Fees
5381 164.10 ADT Security Services Foothill Office Alarm Service
5382 38.32 Airgas Welding Supplies
5383 5972.10 Joel Anderson Advertising ROSS Map Printing Services
5384 62.73 Randy Anderson Vehicle Expense
5385 3500.00 Appraisal Research Corporation Appraisal Services
5386 5.16 AT&T Telephone Service
5387 201.85 Gordon Baillie Reimbursement-Educational Assistance
5388 535.50 Richard Beale Land Use Planning Land Density Study Consultant
5389 65.00 Berry's Pest Control , Inc. Pesticide Service--Enterprise Rentals
5390 60.00 Best Internet Communications, Inc. Internet Provider
5391 1080.23 Big 4 Rents Trail Compactor Rental
5392 281.50 Bill's Towing&Recovery Towing Services
5393 84.00 Brian Kangas Foulk Engineering Services-Pinto Way
5394 375.86 John Cahill Reimbursement-Vehicle&Cell Phone Usage
5395 105.00 California Park&Recreation Society Recruitment Advertisement
5396 195.45 California Water Service Company Water Service
5397 65.85 Cal-line Equipment Inc. Sharpen Chipper Blades
5398 323.00 Camino Medical Group Medical Services
5399 21.44 Clark's Auto Parts&Machine Inc. Grease Cartridges
5400 2335.00 Clark Pest Control Enterprise Rental Fumigation
5401 72.66 Cole Supply Co., Inc. Janitorial Supplies
5402 416.09 Compurun Systems Computer Accessories
5403 198.20 Costco Wholesale Office Supplies
5404 46.00 Cougar Couriers Express Courier Service
5405 215.00 Coyote Creek Riparian Watershed Assessment Consultants
5406 60.00 DataChern Laboratories Air Testing-Culvert Cutting at Rancho
5407 1300.00 Department of Park&Recreation Plumbing Skills Class-M. Bankosh&S. Cotterel
5408 51.04 DFM Associates 1999 CA Elections Code Book
5409 905.45 Reed Dillingham Recreational Trails Grant Site Plan
5410 156.88 El Camino Hospital Medical Services
5411 640.00 Emily&Associates Planning Department Personnel Consultant
5412 882.00 Enshallah Inc. Consulting Services-Teague Hill Project
5413 54.24 John Escobar Reimbursement-NRPA Training
5414 90.00 Evergreen Holdings, Inc. Oil Recycling Service
5415 2025.00 *1 Flinn, Gray&Herterich Additional Land Insurance Coverage
5416 316.52 Foster Bros. Security Systems, Inc. Keys
5417 48.01 Franklin Covey Office Supplies
5418 46.33 Gardenland Power Equipment Field Supplies
5419 102.63 GTE Wireless Cellular Phone Service
5420 1925.68 Greenbelt Alliance/Greeninfo GIS Patrol Map Book Consultant
5421 110.64 GreenWaste Recovery, Inc. Dumpster Service-Skyline
5422 25683.10 Jens Hansen Company, Inc. Windy Hill Access Improvement Project
5423 365.26 Hawkins Traffic Safety Supply Signs
5424 645.00 Home Depot Field Supplies
Page 1
Claims No. 99-01
Meeting 99-02
Date: January 13, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5471 141.55 Staples Office Supplies
5472 16.56 State Board of Equalization Diesel Fuel Tax
5473 50.48 Stevens Creek Quarry, Inc. Drain Rock
5474 3300,00 *7 Sun Valley Tree Service, Inc. Windy Hill-Emergency Tree Removal
5475 56.10 JoAnne Swirsding Vehicle Expense
5476 919.04 Summit Uniforms Uniforms
5477 1569.63 Teater& Etc. ROSS Map Graphics
5478 663.00 Terrasearch Inc. Geotechnical Services-Bridge Projects
5479 60.00 Terminix Pest Control Service-Distel Building
5480 120.00 Therma Corp. Thermostat Repairs-Distel Building
5481 14.58 *8 UPS Parcel Service
5482 81.19 United Rental Bobcat Sweeper Rental
5483 110.00 University Inn Training Accommodation-M. Freeman J. Isaacs
5484 25000.00 Jean L. &Augusta M. Urrere-Living Trust Urrere Promissory Note
5485 491.76 Vallen Safety Supply Gloves
5486 1497.90 *9 Visa 45.98-Field Supplies
550.58-Trails Conference-J. Escobar
107.17-Camera
40.00-Copying
48.70-Computer Software
27.05-Nature Center Supplies
138.14-Office Supplies
114.50-Resource Documents
425.78-Building Education Center-L.Hyman/G. Morin
5487 107.58 Doug Vu Vehicle Expense
5488 624.00 Wedge-Loc Company Ltd. Restoration Supplies
5489 140.27 West Coast Aggregates, Inc. Golden Fines
5490 978.63 West Group Legal On-Line Services
5491 300.00 Roberta Wolfe Recording Services
5492 200.00 Woodside&Portola Private Patrol Secure Gates-Windy Hill Parking Lot
5493 300.03 Wheelsmith Bicycle Maintenance
5494 122.65 The Workingman's Emporium Uniforms
6496R 130.00 Susan Schectman Reimbursement-Fax Charges
6496R 7.97 UPS Parcel Service
6497R 337.71 Petty Cash Local Business Meeting Expense, Office Supplies,
Employee Event Supplies, Nature Center Supplies,
Recognition Event Supplies and Vehicle Expense
*1 Urgent Check Issued December 16, 1998
*2 Urgent Check Issued December 28, 1998
*3 Urgent Check Issued January 8, 1999
*4 Urgent Check Issued January 7, 1999
*5 Urgent Check Issued December 31, 1998
*6 Urgent Check Issued December 31, 1998
*7 Urgent Check Issued December 29, 1998
*8 Urgent Check Issued December 16, 1998
*9 Urgent Check Issued December 28, 1998
Pending Approval of Retainer Agreement under Agenda Item 8
Page 3
TOTAL $200,869.95
Claims No. 99-01
Meeting 99-02
Date: January 13, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5425 33.18 Javelco Equipment Service, Inc. Equipment Parts
5426 50.00 Kevin's Auto Repair Vehicle Smog Testing
5427 609.89 Kinko's Copy Service
5428 1953.20 Lanier Worldwide, Inc. Copier Lease
5429 1815.50 Lombardi Construction Skyline Concrete Slab Contractor-Retention
5430 103.74 Los Altos Garbage Company Dumpster Service-Main Office
5431 479.29 Lucent Technologies Phone Maintenance Service
5432 82.00 *2 Medinall, Inc. Medical Services
5433 600.00 Merwin A. Mace Acquisition Consultant
5434 177.58 MCI Woddcom Phone Service
5435 263.93 MetroMobileCommunications Radio Maintenance& Repair
5436 210.00 Mid-Peninsula Electric Enterprise Rental Electrical Repairs
5437 10,000.00 -3 Mililer, Starr& Regalia Legal Services
5438 25,000.00 ** Milller,Starr&Regalia Legal Services
5439 579.39 Minton's Lumber&Supply Field Supplies
5440 211.13 Moffett Supply Company Janitorial Supplies
5441 565.69 Monogram Sanitation Restroom Chemicals
5442 50000.00 City of Mountain View Deer Hollow Farm Agreement
5443 43.54 Noble Ford Tractor, Inc. Tractor Hoses
5444 2077.50 North American Title Company Escrow&Title Fees
5445 38.48 Northern Energy, inc. Propane Service
5446 568.46 Office Depot Office Supplies
5447 172.61 Office Helper Products Office Supplies
5448 896.90 Orchard Supply Hardware Field Supplies
5449 804.72 Pacific Bell Telephone Service
5450 124.32 Pearson Automobile Company Vehicle Servicing
5451 1023.91 Peninsula Blueprint, Inc. Printing Services
5452 1211.65 Pine Cone Lumber Co., Inc. Lumber
5453 716.91 Pip Printing Printing Services
5454 34.42 Portola Valley Feed Straw-Restoration Materials
5455 275.64 Pitney Bowes Credit Corporation Postage Meter Lease
5456 1000.00 Tom Randall February-Rent Agreement
5457 20.00 *4 Regents, University of California Resource Document
5458 1204.03 J. L. Rice Trucking and Materials Rock Delivery
5459 174.94 Roberts&Brune Co. Waterline Maintenance Materials
5460 2797.71 Roy's Repair Service Vehicle Maintenance&Repairs
5461 924.56 Russ Enterprises, Inc. Signs
5462 1014.00 San Jose Mercury News Recruitment Advertisement
5463 10.00 *5 San Mateo County Public Health Lab Tick Test
5464 1622.67 Scribner Graphic Press Brochure Printing
5465 7.02 Sears Shop Vac Filter
5466 39.95 Second Cup Business Meeting Expense
5467 137.30 Shell Oil Company Fuel
5468 204.84 Signs of the Time Signs
5469 34.10 Skywood Trading Post Fuel
5470 1300.00 *6 South Bay Regional Public Safety Training--T. Lausten&D. Danielson
Training Consortium
Page 2
Oct-04-02 10: 36A
RURAL COAST OPEN SPACE TRUST i 6 W a d°
2 1 oo LOBITOS CREEK ROAD
HALF MOON BAY. CA 94019
0 v 0 0
(415) 7V6.8495 W
M;Cllw-1 Mill phv
Director z 1.
z
V I o
February 25, 1999
1 0
.1 woro
Board Of Directors
o o
Micirmili sula Regional Open Space District . . . .
430 Disit I Circle
Los Alto!,CA 94022-1404
Dear Dilvc(ors*
The 13 rucinber%of the Coastal Advisory Committee have been selected. Not one rural
coast fariner is on the Conunittee. Not one canyon landowner whose property is subject to
cinitient domain is on the Committee. Thl.,4 ridiculous situation can and mtt-,.l he
immediately rectified by the MROSD Board.or the entire annexation process will be twilled
by the obvious partisan unfairness of the CAC selection process. Your Board has a right to
he advised by a Committee that includes representation of the interests of the majority of
voters in the affected area that rejected Measurc F by a Vole of 57% to 431/c.
How did we get here;and what can be done? The original plan for selecting 7 CAC
members was to limit membership only to governmental organizations
zations—Half Moon Bay
City Cou-icil.Midcoast Community Council.etc, This guaranteed the rural coast would not
he repres,.-rited,because there mv no governmental organizations out the rural coast. The full
MROSD Hoard,recognizing the problem,uxtendud the Board to I I nienllx;FS, adding OTIV
each from POST,the Farm Bureau, the Ag6CLfltural Advisory Committee and the Cabrillo
Unified �.chool District.
Proponeriv,of Measure F blocked the appointment 01'Marina Situ-ihZI, a CUSD member,
at a CUSE) inecting, The CLISO recommended that Ms. Slarlha be appointed its one cat the
three at-large delegates.
'I'hLLI left 10 Members ol'the CAC to pick the 3 at-large members. Six of the to live on
the Bayside,two live in Half Moon Bay,one in the urban Midcoust and one in the
municipality of Flescadero. None of the ten live on rural land potentially subject to eminent
dontain by MROSD.
In sp tc of requests to appoint the 3 at-large members from the rural area actually
affected fly eminent domain.at its meeting February 23"the CAC:
* ignored the request of the CUSD to appoint Ms. Starlha as an at-large memher
*choic another urban Mictcoast resident prominent In the Yes on 1*7 campaign
•chose another Pescadero municipality resident prominently for Mcasurt: F
•cho<c another Pescadero resident who own,;4 one-acre lots
This was a slap in the face to the 57% ul'thc rural coast voters who opposed Measure F.
primaril) due to the District's current cintricat domain policy. It there is to[)early reaching
out,any ,.onsensus or any responsible process. the full MROSD Board liceds, to
immediately appoint two more niernbcrs to the CAC to represent rural coast interests.
The top" vote-getters on the second ballot on February 23"were Chris Tliollaug.Tom
Danzig Dill Cook, Peter Marchi,Chuck Kozak,Marina Starilia and myself. To avoid any
%uggestioll ol'self-prolinotion. I am removing myself front consideration.
Oct--04-02 10: 37A P.02
*Fh()llauj,,, Danzig and Cook were appointed to the CAC. Mr. Kozak is an urban Nlidcuast
resident, 'nml, leaves Peter Mai-chi.a ffilrd generation farnier,and Marina StarIilia, a cjIllyoll
resident with a small organic fans. Both of than have addressed your Hoard requesting
appointment to the CAC. I have attached their applications for consideration of appitintluelit
to the CAC.
What happened Tuesday flight in Half Moon Bay was a train wreck in ternis., of
csLablishing a process that will bring this Community together to support the CACs work.
This Board can put a veneer of fairness on the process by expanding the(_'AC to 1.5
inembeu; with the appointment of Mr. Marchi and MN. Stanha.
Do you really want to Ile advised by a Board that includes no one actually aflecled by
the elillimit domain recommendations'*I Do you really want to go to LAFCO with a process
so taintettat its very beginning'? Do you really want it)continue driving a wedge between
MROSC and (tic rural residents`? Do You I)Cillly Want to set yourselves Lip tQU another
expensiv:,divisive election"
DO the right thing. hnd the partisanship now. Expand file CAC it) include Pater Niarchi
and Awria Slariha.
Thank you lOr your time and attention.
Very truly YOUI-S,
Oct-04-02 10: 37A P .03
Wedretdiy_ rcbrrinry 24, 10:-9 Peter Mnrrhi rAC Apphwtwn p
age r
Applicaticnt,firr Con siderattoti crJ-Appoirttntent to the Coostal Advisory Contmillee(CA(')
Thank you for your `nierev irr beinK appointed to the Midpeninsulet Regional Opciz.Spacr Di strict`s Coastal
Advisory Committee. Tire CA(„s job will be to re vie wv, discuss, and recommend revi.ctc►as if,st,r eifictl
District policies rr leted to the Seta Maim County coastal area render-consideration len-cotrtr..ratiorr by lfte
District, find will im lude the re.sportsihility of garheriag inprcl.lrom a tvide range calcontntunity and special
interest groups trrt lite C'oastside. The District policies it,he rel�ie wed inn-hale those cotWerrrirr,r� ernutent
domain, lane!acyuVition, fine/a,>;ricultural land use.
Please answer-the jollowing questions, which will help the existing rriernhers qj Me CAC t„ ve/e•cl
representatives for ttry three "at large"scuts available. /he itrteru of'ctpl,oirtlirtK such irtdividucrts i.s to el1vtrre,
that there is adecluu`e represe tilation frrr Coaseside intere,51:s which cure otherwise art-represe»red, or-
under-reprr rented, on they CAC. At large"members nxust live ivithin lira area under ronsidrrcttion li,r
annexation. Please timil vour answers to the space provided. Please write legibly. ?Iris lbrtn tnavr he
relunted to lice District( eice, 330 Uislel Circle, Los Alros, CA 940.12.14U4(lac: 050-69l 04 5) hti-5:00
p.m.. Friday. Febru,tr-v 12, 1999.
I)Briefly describe Your reasons for wanting to participate on the CAC.
As a farnier I realize and understand the;importance of open space.
I feel i can contribut, idea:for preserving open space and farmland without curtailing property owncr:s, right'..
2)Please describe tour personal or professional interest in and knowledge of C'oastside lane/use and
kind conservation issues,and what expertise or experience you will bring to the CAC.
As a third-generation farmer I have worked closely with soil conservation with matters relating it)farming
practices. My cxpc:rivncc in water usage management for 6azos Creek, Pesc adero Creek,and San Gregorio
Creek is also faun re lated.
I participated in late San Giregorio Creek water allegation (Sic)systcrir.
3) What is the C:oastside interest which you feel is un-represented or under-represented on the (AC, anti
what are your yuahl cations to represent those interests?
The use of open space from the aspect of a farmer.
4)Do you own property in the coastal area under consideration for annexation?if so,please briefly
describe its location, size,and use. (it is important far the CAC to be aware of any potential conflicts o/'
interest that may arise that might be relevant to its deliberations.)
I am a part-owner of farm acreage in Pescadero.and San GregonO.
The acreage as used ivr the growing of new crops.
5) What clubs, organizations,or interest groups do you belong to or are you affiliated with?
Member of the I Calf Moon Bay harm Bureau and San Mateo County 1'arna Supply.
Worked with Soil ee nservation.
Coached Half Moon Bay Soccer Teams.
G)Please provide a t,rirf description of your desires/outcome cif the work gj'the(:AC.
rirtp lit ac.satimateu urq/marehi htnil
Oct-04-02 10: 37A P.04
WoOnuz,day, February 24 19310 Peter Wircht CAC;Application P,,igc 2
Work toward it viable solution for all residents, property owners, and non-property OWticrs for preserving Open
space aiid farinland in a away that will not divide the coastal community.
Peter Mai-chi
VO Box 13
San Giregono,CA C;4074
(050) 726-4301
back- to CAC;ipj)1110ox
Oct-04-02 10: 37A P.05
Wednesday, February 24, IQ 9 Manna Starihtt CAC Appj,catlon Paaw 1
Application for Consideration of`Appointinent to tire Coastal Advisorw('onnnirree((AC)
Thank vrxt Jrrr Your :merest ire being appointed to lire Midpertinsida Psegionul Open Space Uistric t'.v Coaslal
Advisory Canirnittet. I he CA C's job will he to review, discuss, and reccorrtntend revisions to specified
District policies related to the San Mateo Coturt y coastal area under consideration for annr.tation by the
Mstric•t, acid will tilt-little tine responsibility of 4rathering input frorn a wide notge t,l community and special
interest groups(oil the Ccoastside. the District pohries to be reviewed im little those concentinr; r"it.nent
domain, haul ucyici.ilion, and agricultural larul flat'.
Plea.ve answer the fiWowing questions, which will help tile"existing ine"ihers of the CA C ro.selec t
representatives lor-the three `at large"seats available. life intent of appeuntitig.such individuals is to ensure
that rhere is adequare representation for Cottsisitle interests which urt,otherwise art-represented, or
under-represented, rn lire CAC. "At large"rmettibers rntrst live within the area under consideration Jor
artnc�xatiort. Please"Imit your answers to the space provided. Please write legibly. This forni rntrst he
returned to the Dist-ict ol)ice, 330 Distel Ctrrle, 1,os Altos, ('A 9402 2-1 404(fax: 650-691-04N5)by 5:00
p,m., Friday, Fehritary 12, 1999.
l)Kris:fly describe mur reasons firr wanting to participate on the CAC.
Land use and Opcn pacc arc very important considerations not only to our coastside but globally. Since
individual people's prtopetty rights are involved aria there are larger social issues enrotions can run high, t-)n
our own coast, for e winple. it hotel was burnt clown because it blocked ocean views. thlr Cabrillo School
Board was heavily lobbied to prevent having;tnc on the CAC by "Yes on Measure P conrrnittee inemhers
because they knew I had concerns about current MROSD policies.
However,they did i of consider the fact that I think open space and responsible agricultural land use is crucial
to a healthy environ neat,as I feel the majority of our population thinks as well,
am certain that well thought out policies can bring people together, rather than divide them, if differing
opinions are allowed.
2)Please describe your personal or professional interest in and knowledge of'Coastside land use and
land conservation i sues, and what expertise or experience you will bring to the CAC C.
I have lived on the toast since 1964 when Half Wort Bay was truly a farming community. My parents were
among the first to co minuic "over the hill".1 will bring it histoirical perslx;ctive. I have lived ui San Girgorio
since 1978 and have talked with many farrucrs,horse and cattle ranchers, and horticulturists and have gleaned it
knowledge of land tisc its:t grower of pr(iduce and!ornamentals for personal and friends'use.
l ani a registered nu-sc by profession and have a particular interest in the health of our land and environment
and have practiced organic farming and soil conservation for 21 years.
We live next to the 'iau Gregodo Creek and are very concerned about the viahility of the walershed and
riparian well-1,eing*,.
3) What is Cite Ceastside interest which you feel is un-represented or under-represented on the CAC.: and
what are your qualifications to represent those interests?
I still feel that schotrls are not represented and have all interest be arise of taxation issues. My sC11001 board
endorsed Cite for a position on the CAC as,an independent"at large" member because they trust rnr to consider
thc- schools.
also feel the."canyons" residents are not represented.Geographically, this is it large alert Of the annc xation.
The%C residents are not ncc:ccsarily large scale ranchers or farmers, but are professionals, home-hascd business
htip//rRc 4anmB18o orglstdnha htrril
Oct-04-02 10: 38A P.06
Wednesday, February 24, 1)99 Marina StarthA CAC Apnhcatio,, Paqu
owners. artl'ik, 110tby fal'111COS Or ranchers and own land because of VitriOus interests.
I have been known in (tic community in various I-OICS: PTA LaHonda Elementary School.Cat-)rillo unified
School District BoL rd nicjjjt)tr(I was the top"vote getter" last November election), and I know many, au any
canyon residents. I reel I have their trust and resivct,
4)Do you own property in the coastal area under consideration for annexation?if so,please briefly
describe its location, size, and use. (11 is important.for the CAC to be aware ol'any'potential conflict.,;of
interest that mqV arise that might be relevant to its deliberations.)
My hUxhandand I own 7 acres of land in San GTeForio. My daughter and I are trying our hands at having a
profitable organic produce farm.
MROSD shouki have property owners represented in the area affected if the CAC expects these ownel.,, to
embrace the policic;. Proicrty owrICIS south of I JJlf M0011 Bay WOUld he extricniclysuspicious of any advice
coming out of the(AC without soriteone who owiv, land representing them I really cannot see it k:ollflicl of
interest if everyone's interest is to preserve land.
5) What clubs, organizations,or interest groups do you belong to or tire you affiliated with?
• Past member L.dionda PTA, HMB AAUW, Nature Conservancy
• CLJSD School Board Mcnik-r, San Mateo County School Board Association representing LaHonda
Pescadero 1)nitied School District and CUSD on the Legislative Committee.
• Get meet1n,, notices and Minutes of the Butano-Viescadcro CRMK but do not attend the meetings.
• 1-.xectitivc Director of the Coastside Collaborative I`Or Children, YOUL11 and Kamilics which hit,
represuitat on From around thirty agencies such as the Boys and Girls Club,Chamber of C0111merce,
Coastside Mental Health,Coastside Opportunity Center, Family Council, San Marco County Officc ()I
Supervisor,,, Nuestro Canto de Salud.Library, Soulh Coast Childi-rn's.Servicc.s, Building Futures,
Rotary Clu--),Churches,PeninNU13 Conflict Resolution and many more
6) Please provide a brief description of your desired outcome of the work of the CAC
The CAC must develop policies that will not further divide the conurtunity.'rhere 1111USL a solution to bring
coa.stsiders together that will respect the private property rights and a common -set of values that embodies
respect for our future environtrient.
Marina Suriha
PO Box 28
San Gregorio,CA 94074
(650)747-0017
Ktk! to CAC;Uip inJi?x
1111P I/cac sanrratev orglstarMa Mml
Regional Open -,)ace
J
1�-r F -7- MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
FOR BOARD GO
Mr. Michael Murphy
2100 Lobitos Creek Road
Half Moon Bay, CA 94019
Dear Mr. Murphy:
Thank you for your February 25 letter regarding the composition of the Coastal
Advisory Committee (CAC). The Board reviewed your letter at its regular meeting last
night.
As you know, after lengthy discussion and public input the District's Board of
Directors determined to expand the CAC from the original nine members to 13 in order
to ensure adequate representation from coastside interests. To do this, the Board invited
the participation of additional organizations, as well as the inclusion of three additional
at-large members. The Board decided that the selection of the three at-large members
would be carried out by the CAC.
It is and has been the Board's intent that the CAC make its own decision in
regards to its procedures and protocol, and in the selection of the at-large members. With
the CAC now formally convened and in operation, it would be inappropriate for the
District Board to intervene and require that additional members be included.
We believe that the make-up of the CAC provides adequate representation from
the various interest groups throughout the coastside. While not every single group can
actually serve on the CAC, through the efforts of the existing members the opinions,
concerns, and suggestions of all interests will be brought forth for consideration.
Thank you again for writing. We look forward to your continued participation in
the process of recommending revisions to District policies on the coast.
Sincerely,
Jed Cyr
President, Board of Directors
JC/mcs
Cc: MROSD Board of Directors
Members, Coastal Advisory Committee
330DistelCircle: Los Altos, CA94022-1404 - Phone: o')0-01)j-1200
FAX:650-691-0485 - E-mail: niros(l@ol)ensl),ic-e.org - Web site:www.ol)eris[),i(e,.org
Board of Directors:Pete Siemens,Mary C.Davey,led C-yr,Deane Little, Nonette Hanko, B(,Iv Cromier,Kenneth C. Nit/ -Gono,d IvMm?gwr:L. r,w,;Britton
Regional Open pace
1
R-99-41 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-07
March 10, 1999
AGENDA ITEM 1
AGENDA ITEM
Final Review of Basic Policy: Objective 2, Open Space Management; Policy c, Recreational
Use and Improvement
GENERAL MANAGER'S RECOMMENDATION
Adopt as final the Basic Policy language for Objective 2, Open Space Management; Policy c,
Recreational Use and Improvement, tentatively adopted February 10, 1999.
BACKGROUND
At your February 10, 1999 meeting (see report R-99-31) you tentatively adopted the following
language for Basic Policy Objective 2, Open Space Management; Policy c, Recreational Use
and Improvements. This language would replace the second and third paragraphs of the
version of policy 2c presented in previous drafts. The policy language for this section has
been the subject of extensive public and Board discussion at two previous meetings, including
July 8, 1998, and December 16, 1998 (see reports R-98-93 and R-98-159). Staff have
provided some additional and/or alternate wording [indicated in brackets] that might be
considered by the Board.
The timing and level of access for low intensity public recreational use of District open space
land will be evaluated for each type of use in terms of four basic criteria:
1. Protection of natural resources;
2. Preteetien [Preservation] of the opportunity for tranquil nature study and observation;
3. Avoidance of significant user conflicts;
4. Availability of Board and staff time, [funding,] and/or other means, to plan and manage
the use.
The District will plan for low intensity public access to ensure that these criteria will be met
before use is provided, and will control use that does not meet the criteria, as interpreted by
the Board. To protect open space qualities, the District will use a high standard in applying
the criteria.
Access for hiking is typically unrestricted on District trails and lands. Wheelchair accessible
trails and other reasonable accommodations for people with disabilities are provided to ensure
access to a range of open space settings with wide geographic distribution. Safe and
enjoyable access for hiking and for persons with disabilities may be given priority over other
types of uses where significant conflicts are evident.
330 Distel Circle . Los Altos,CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail: mrosd@openspace.org . Web site:www.openspace.org
Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz . General Manager:L.Craig Britton
R-99-41 Page 2
The District is committed to working with different trail user groups to find practical solutions
to recreational use issues with the understanding that some trails or preserves may not be open
to all uses.
The update of the policy on recreational use is part of an overall update of the District's Basic
Policy that has been in progress since 1996. The update was part of the broader discussion of
the District's current and long-term goals under the Regional Open Space Study. The study
included input from a broad cross-section of District constituents and related organizations and
agencies about the District's overall mission, priorities, and policies. Based upon public
opinion polls, and extensive participation in public workshops, no significant change in policy
or direction was desired by the public or other agencies, or directed by the Board. Therefore,
the update of the Basic Policy is intended to clarify existing policy and practice, rather than to
set a new direction.
The tentatively adopted policy language on recreational use combines elements of several
alternatives that were developed to address the concerns of different trail user groups. It is a
clear expression of the District's past and long-term anticipated practice in providing access for
low-intensity recreation, and is consistent with the Trail Use Policies which were adopted in
1990. The Basic Policy being updated was adopted in 1974 and last updated in 1980. In order
to be clear, and consistent with long-term policy and practice, the Basic Policy statement on
recreational use must make reference to the general priority the District gives to pedestrian
access. To do otherwise would be a significant change in policy direction. The District
retains its strong commitment to multiple use trails, and its general commitment to try to
accommodate various forms of low-intensity recreation. Overall, the District has the most
liberal access policies and practices in this region, given its critical open space protection
mission and responsibilities, and this is likely to remain the case.
Final adoption of this policy section will complete the update of the Basic Policy document.
The document will then be finalized and made available to the public in the attached form,
which includes the draft text for section 2c above. At a later date the policies may be
published by the Public Affairs Program in a brochure format similar to the previous Basic
Policy document.
Prepared by:
Randy Anderson, Senior Planner
Contact person:
Same as above
Attachment 1
Basic Policy Revision Draft
INTRODUCTION NIISSION STATFIAENT
"...to try to save for everyone, for the
hostile and indifferent as well as the The District's mission is:
committed, some of the health that flows
down across the green ridges from the To acquire and preserve a regional
Skyline, and some of the beauty and greenbelt of open space land in perpetuity;
refreshment of spirit that are still available protect and restore the natural environment;
to any resident of the valley who has a and provide opportunities for ecologically
moment, and the wit, to lift up his eyes sensitive public enjoyment and education.
unto the hills."
-Wallace Stegner
OBJECTIVES
Open space:
• Is land area that is allowed to remain in 1. Open Space Land Preservation: The
or return to its natural state. Open District seeks to purchase or otherwise
space lands may include compatible acquire interest in the maximum feasible
agricultural uses. area of strategic= open space land within
the District, including baylands and
• Protects areas of scenic beauty and foothills. The District seeks to link its
preserves natural habitats necessary to open space lands with federal, state,
sustain plant and animal life, especially county, and city parklands and
native and endangered species. watershed lands.
• Offers opportunities to the public for
education, recreation, and renewal of Policies
spirit.
District Purpose
• Enhances public safety by preventing
development of areas prone to a. As an open space agency, the District's
landslides, earthquake damage, primary purpose is to preserve open space.
flooding, and wildland fires. Development of traditional park and
recreation facilities is the responsibility of
• Establishes boundaries for urban the cities and counties.'
growth, provides a respite from urban
living, and enhances regional quality of
life.
In short, open space is "room to breathe."'
1
Strategic Emphasis be used only in strict compliance with the
District's eminent domain policies:
b. The District uses its available resources
primarily to acquire or otherwise preserve "The District does not want to use eminent
land outside the Urban Service Area domain as a means of purchasing land
boundaries of cities that has regionally unless the property concerned is an open
significant open space value and that might space parcel of critical importance or is
be lost to development if the District fails under some dire emergency, such as
to act.' immediate destruction of natural resources,
or clearing for development purposes.
The District's goal is to acquire lands Even under such urgent circumstances,
within its own boundaries and Sphere of however, eminent domain would still be
Influence. Acquisitions outside the used only as a last resort. The District
District's boundaries will be considered would continue to use negotiations as its
only if exceptional purchase opportunities objective in purchasing the land.
arise that clearly support the District's
mission.' Master Plan, Regional Open Space Study
Open Space Acquisition d. To guide the District's open space
preservation efforts, the District produces a
c. The District acquires land most often master plan and a regional open space
through fee simple interest (outright study. The master plan sets forth
ownership). Options and installment guidelines for District acquisitions and
purchases may be employed to this end. shows the relative desirability of potential
To conserve funding for preservation, the open space land acquisitions. The regional
District may seek to preserve open space open space study shows the general extent
without outright ownership of the land. of lands and public access improvements
The District may act as a land bank through existing and under consideration to
acquisition of less than fee interest to complete the District's greenbelt mission.
accomplish the same results with less Both documents are subject to periodic
immediate expenditure of the District's review and modification by the Board of
funds. Examples include acquisition of a Directors after public hearings. The
remainder interest following a life tenancy; regional open space study is subject to
open space, conservation, or scenic periodic technical updates. Both documents
easements; and purchase and leaseback are submitted to the counties, cities, and
arrangements. The District actively strives other conservation-oriented local, state, and
to acquire open space through gifts and federal agencies and organizations for
matching grants. Gifts of land with life review and comment in order to encourage
tenancy are encouraged. Other creative coordination with their planning and
open space preservation techniques are policies.
explored and utilized when possible.6
The District desires to acquire open space
from willing sellers. Eminent domain will
2
geologic features, restoration efforts, the
2. Open Space Management: The ability to plan and implement trails,
District follows management policies that parking, restrooms, mapboards and signs,
ensure proper care of the land, that and identification and mitigation of
provide public access appropriate to the potential safety hazards.'o
nature of the land, and that are
consistent with ecological values and Because of the District's commitment to
public safety.' maximum open space preservation efforts,
expenditure guidelines will be established
for the amount of funding available for
Policies recreational improvement projects and
restoration activities."
Resource Management
Agricultural, residential, and other limited
a. The District protects and restores the revenue producing uses of the land may
natural diversity and integrity of its limit public access in certain areas. Where
resources for their value to the appropriate, access may be provided on a
environment, and the public, and provides permit basis.
for the use of the preserves consistent with
resource protection.' The District strives to provide public access
to its lands to everyone, regardless of place
Public Access and Constraints of residence, physical abilities, or
economic status. (See Access Plan for
b. The District provides public access to Persons with Disabilities)
the open space lands for low-intensity
recreational uses. The District's highest Recreational Use and Improvements
priority is acquiring land to complete the
greenbelt and to protect natural resources c. Improvements on District lands are
on open space land. Public access will be generally limited to facilities (ie: parking
provided gradually to ensure that the higher areas, trails and patrol roads, restrooms,
priorities of acquisition and resource mapboards, and signs) for low-intensity
protection are maintained. recreational uses. Low-intensity recreation
avoids concentration of use, significant
Developing facilities and managing public alteration of the land, and significant
use activities while protecting natural impact on the natural resources or on the
resources and providing for public safety appreciation of nature.1 ,
may require limits on access to some open
space lands. Areas found to be vital The timing and level of access for low
wildlife or plant habitats are designated as intensity public recreational use of District
refuge areas, and in these areas access will open space land will be evaluated for each
be severely restricted. In addition to type of use in terms of four basic criteria:
protection of sensitive natural resources,
factors that may delay or limit access 1. Protection of natural resources;
include the carrying capacity of the land, 2 [Preservation] of the
3
opportunity for tranquil nature study and and appreciation of nature. The cost of
observation; management and exposure to liability of
3. Avoidance of significant user conflicts; these types of facilities and activities may
4. Availability of Board and staff time, be a factor in deciding whether to permit
[funding,] and/or other means, to plan them on District lands.
and manage the use.
Public Safety
The District will plan for low intensity public
access to ensure that these criteria will be d. The District monitors and manages its
met before use is provided, and will control preserves to provide a safe environment for
use that does not meet the criteria, as visitors and neighbors.15
interpreted by the Board. To protect open
space qualities, the District will use a high Cultural Resources
standard in applying the criteria.
e. Historic structures and sites will be
Access for hiking is typically unrestricted on considered for protection by the District
District trails and lands. Wheelchair where they are associated with lands
accessible trails and other reasonable acquired for overall open space values.
accommodations for people with disabilities Due to the high cost of evaluating,
are provided to ensure access to a range of managing, and restoring such facilities, the
open space settings with wide geographic District depends on grant assistance,
distribution. Safe and enjoyable access for public-private partnerships, and outside
hiking and for persons with disabilities may assistance to support these activities. Sites
be given priority over other types of uses are evaluated for archaeological resources
where significant conflicts are evident. prior to any new use or improvement which
The District is committed to working with might impact the site. Archaeological
different trail user groups to find practical resources are evaluated, protected, and
solutions to recreational use issues with the made known to the public as appropriate toensure their preservation.is
understanding that some trails or preserves
may not be open to all uses. Agriculture and Revenue-Producing Use
Special Use facilities, (i.e. nature centers,
historic structures, picnic tables, or f. The District supports the continued
backpack camps), and Special Use activities agricultural use of land acquired for open
(i.e. large recreation events, hang gliding, space as an economic and cultural resource,
including, but not limited to, grazing,
or off-leash dog areas), are considered on a
case by case basis. In some cases Special orchards, row crops, and vineyards. The
District does not consider commercial
Use activities may require a permit. These
types of uses may be allowed when they do logging as agriculture. The District
not monopolize significant areas of natural requires sound agricultural management
l Practices on land it manages or monitors, in
and, do not significantly impact natural or
aesthetic resources, and provide benefits accordance with its Resource Management
such as environmental education, heritage Policies.
resource protection, or public enjoyment
4
g. Revenue-producing use of District land, Joint Projects
such as rental residences, communications
antennas, or special commercial use such as c. The District explores and engages in
filming, may be allowed when it does not joint projects to maximize the opportunities
utilize significant areas of natural land, for preservation of open space. Examples
does not unduly impact natural or aesthetic include interagency land management
resources, does not unreasonably restrict agreements,joint planning or research
public access, and provides benefits or studies, and joint acquisition, improvement,
income to the District. or resource management projects.
Research
3. Inter-Agency Relationships: The
District works with and encourages d. The District supports the development
private and other public agencies to of scientific knowledge about natural and
preserve, maintain, and enhance cultural resources and management
open space. techniques through cooperative
arrangements with educational and
scientific institutions, and by supporting
Policies research on which to base its management
and improvement decisions. Such studies
Cooperation shall not unreasonably restrict public access
or significantly impact the environment.
a. The District cooperates with and
encourages cooperation between Advocacy
governmental agencies, community
organizations, and individuals to preserve e. In order to better plan, acquire and
open space.Is operate a regional greenbelt of open space
preserves and trails, and to further
The District works cooperatively with other cooperate in this effort with other
governmental agencies and community jurisdictions, the District may encourage
organizations to facilitate development and and advocate preservation of open space by
management of recreation facilities and of other governmental agencies. The District
public use. The District ensures that such may support and encourage community
development is consistent with protection of groups, non-profits, and other conservation
important natural values of the open space. oriented groups in their efforts to urge
other agencies to take actions which will
Participation help accomplish the purposes and goals of
the District.
b. The District participates in the public
review processes of land use plans of other
agencies and development proposals that
affect the District's mission.
5
accessible to the public as possible and by
4. Public Involvement: The District regularly soliciting public comments about
educates and makes clearly visible to the what the District should be accomplishing
public the purposes and actions of the and how it should proceed.20
District, and actively encourages public
input and involvement in the District's Neighbor Relations
decision-making process and other
activities.i9 d. In both the day-to-day conduct of its
business and in the long-range planning for
public open space preserves, the District
Policies makes every effort to cooperate with
preserve neighbors, to take into account
Public Information their perspectives, to fully address their
concerns, and to engage and involve them
a. The District works through a variety of in the process of making decisions
means and media to inform the public of regarding the preserves of which they are
the District's goals and objectives, its short neighbors. Active management, patrol,
and long-term plans, the critical need for maintenance, and public education are
open space preservation, and the provided to minimize threats to public
appropriate use of District lands. This safety, fire hazards, litter, noise, erosion,
information is disseminated as widely as unsound use of the land, disturbance of 21
possible throughout the District. Land- wildlife and vegetation, and trespassing.
owners and potential donors are adequately
informed of the District's purpose and Participation
goals, and of the possible methods of
preserving land as open space. d. The District seeks to involve the public
in the operation and decision-making of the
Meeting Procedures District and in general planning for
acquisition and future use of open space
b. The District diligently follows the lands through special workshops,
provisions of the Ralph M. Brown Act committees and task forces, and public
regarding open meeting procedures, and outreach activities. Through staff and
will be guided by its enabling legislation volunteer programs, the District provides
under the state Public Resources Code, ecological and environmental education and
Article 3, Division 5, Chapter 3, Section fosters public appreciation of open space
5500. The District encourages and values.
welcomes public participation at its
meetings and make its actions, intents, and Volunteerism
decisions clearly visible to the public.
f. Through its volunteer programs, the
Public Input District encourages active public
participation in the maintenance,
c. The District encourages and welcomes restoration, and protection of its natural
communication from the public by being as resources. In addition, volunteers assist the
6
District in scientific research, and These policies are intended solely for the guidance of
providing cultural, historical, and the Board in the exercise of its discretion and are not
intended to give rise to private rights or causes of
environmental education opportunities to action in individuals or other persons. The Board
the public. shall be the final arbiter as to any question of
interpretation of these policies. It is not the purpose
of these policies to adopt any legal requirements.
Failure to comply with these policies shall not affect
5. Administration: The staff the validity of any action taken by the District.
administers the affairs of the District on
behalf of the public so as to maximize
accomplishment of the goals and
objectives of the District within existing
financial constraints.
Policies
Cost Constraints
a. Because the District is committed to
maximum preservation efforts,
administrative expense growth is limited by
following an average annual operating
expenses growth guideline, and by utilizing
the help of other governmental agencies,
private entities, contractual services, and
volunteers.24
Professional Organization
b. The District employs a highly capable
and professional staff and provides them
with the facilities and resources needed to
run an efficient and responsible
organization.
Board of Directors
c. The Board of Directors is the governing
body of the District and determines all
questions of policy. The District is divided
into seven geographic wards of
approximately equal populations, each
represented by an elected Board member.
7
FOOTNOTES:
1. Open Space Acquisition Policies,Pg. 3 21. Good Neighbor Policy, Public Notification
Policies,District Land Use Regulations
2. Open Space Acquisition Policies,Pgs. 2-6
22. Average Six Percent Growth Guideline for
3. Master Plan/Open Space Acquisition District Operating Expenses and Annual
Policies,Pg. 3;Land Acquisition Policies, Budget
Pg. 3,Par. F
23. Public Resources Code, Section 5537
4. Master Plan/Open Space Acquisition
Policies,Pg. 6
5. Land Acquisition Policies,Pg. 3
6. Land Acquisition Policies, Pgs. 5- 10
7. Polices Regarding Use of Eminent Domain,
Ordinance No. 86-1
8. Resource Management Policies
9. Resource Management Mission Statement
10. Resource Management Policies
11. Average Six Percent Growth Guideline for
District Operating Expenses and Annual
Budget
12. Resource Management Policies
13. Land Acquisition Policies,Pg. 3, Section F
14. Trail Use Policies
15. Good Neighbor Policy,District Land Use
Regulations
16. Resource Management Policies
17. Resource Management Policies, Goals 10
and 11
18. Open Space Acquisition Policies,Pgs. 9, 10
19. Rules of Procedure, Notification Policies,
Land Acquisition Policies,Pgs. 15, 16 NOTE: The public may obtain policy documents
by contacting Distrid office during regular business
20. Public Notification and Good Neighbor hours Monday through Friday 8:30 am to 5:00 pm.
policies
8
eglonal Open pace
R-99-38 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-07
March 10, 1999
AGENDA ITEM 2a
AGENDA ITEM
Controller's Report on the Proposed Fiscal Year 1999-2000 Budget
DISCUSSION
The following cash projection shows the impact of the proposed fiscal year 1999-2000 budget on
the District's cash position. If aggressive land acquisition goals are met, the District will begin the
new fiscal year with estimated cash balances totaling $27.8 million. Approximately $4.2 million
of this cash is not available to meet operating needs as it represents the reserve requirements of
our outstanding public notes. Overall projected income and available cash is adequate to cover
budgeted debt service, operating expenses, preserve development, reserve requirements, and $20
million for new land acquisition. The budget also includes a$26 million note issue to refund the
1990 Notes and generate $13.2 million additional land acquisition funding. As shown in the
attached monthly cash flow projection, no cash flow problems are anticipated.
ANNUAL CASH FLOW PROJECTION
FISCAL YEAR 1999-2000 BUDGET
($Thousands)
Estimated Beginning Cash Balance 27,832
Plus: Tax Revenue 13,485
Grant and Gift Income 1,358
Interest Income 1,225
Rental Income 564
Other Income 82
Total Income 16,714
Net Proceeds from Note Issuance 13,200
Minus: Major Improvements 816
Annexation Expense 378
Operating Expenses 5,972
Debt Service 5,547
Land Purchases 20,000
Total Expenditures 32-713
Ending Cash Balance 25.033
W Diste) Circle - Los Altos, CA 94022-1404 Phone: 0 0-691-1200
FAX: 050-091-0485 - F-mail mrosd1oopenspace.org o Web site:ww",_openspace.ort,,
f3wO of 0irc(ior, fete sie�m�,i
' u,Mary C, Davey, lf�d Cyr, Deane(_itde, �ti<mt�tte Hanko, 13e�t5v Crcnadt°r, Kenneth(�.�'�iV � C;wa�°ra(M.an�t�e�r:f ( ni! 13i itttm
R-99-07 Page 2
Income
1. Tax Revenue is budgeted at $13.5 million(68% from Santa Clara County and 32%from
San Mateo County). This assumes continued strong real estate activity and no change in
state funding formulas. This District budget assumes that current secured taxes, in the tax
year ending June 1999, will increase 11%in our portion of Santa Clara County(up from
an estimated 10.5% in 1998-1999) and 8% in San Mateo County(down from an estimated
10.3% in 1998-1999).
2. Grant Income is projected at $1,358,000; $1,170,000 tied to eight specific potential land
purchases and $188,000 for preserve development.
3. Interest Income is projected at $1,225,000, assuming average investment rates of 5.5% on
reserve funds and 5.3% on general funds.
4. Rental Income is budgeted at $564,000, down from an estimated $615,000 in 1998-1999.
5. Other Income (estimated at $82,000) includes various reimbursements, fines, fees, cash
donations, and $31,500 from the Guenther loan.
Debt Callacity and Financing
At the end of March 1999, the District will have bonded indebtedness equal to approximately
60% of its debt limit. The budget includes the issuance of$26 million of 1999 Notes in August
1999. The two objectives of the 1999 Notes are to refund the 1990 Notes, which carry a high
average coupon rate of 7.5%, and to generate additional land acquisition funding. Proposed
sources and uses for the 1999 Notes are as follows:
Sources Lone
1999 Notes 26.0
1990 Reserve Fund 1.2
Total Sources 27.2
Defease 1990 Notes 13.3
Cost of Issuance 0.7
New Acquisition Funds 13.2
Total Uses 27.2
Debt Service
Including the impact of the proposed 1999 Notes, estimated debt service requirements for 1999-
2000 are $5.55 million.
R-99-07 Page 3
Other Expenditures
1. MWor Improvements: The budget includes $816,000 for major development projects.
This compares to 1998-1999 spending of approximately $646,000.
2. Annexation: The budget assumes annexation-related expenses of$378,000. This is
partially funded by a $200,000 Packard Foundation grant received in 1998-1999.
3. Operating Expenses are budgeted at $5.97 million, up about 12% from the 1998-1999
estimated spending level. This compares to a 12% increase in 1998-1999 over 1997-1998
operational spending. The budgeted increase breaks down as follows: Salaries and
Benefits: 15%, Service and Supplies 4%, Fixed Assets: 17%.
4. Land Purchases are projected at $20 million.
Reserves
If all revenues, expenditures and debt operations occur as budgeted, the District's cash balances
would total $25.1 million at the end of the coming fiscal year.
Long-Term Cash Projections: Also attached is a ten year cash flow projection covering the
period through 2009. For 1999-2000, the projection is the budget. For 2000-2001, the
projection assumes 6%tax revenue growth and 8% growth in operating expenses. Thereafter, the
projection assumes 4% per year tax revenue growth and 6% per year growth in operating
expenses. The projection allows additional land acquisitions, after February 1999, of$60.8
million, mostly in the next three years.
Prepared by:
Michael L. Foster, Controller
Contact person:
Same as above
MROSD MONTHLY CASH FLOW BUDGET 1999-2000
2/27/99
($Thousands) APR MAY JUNE JULY AUG SEP OCT NOV DEC JAN-MAR TOTAL
BEGINNING CASH 27,832 30,231 30,093 30,387 29,046 38,527 35,767 34,266 31,978 34,034 27,832
TAX REVENUE 3,390 320 1,013 140 9 20 1,025 400 4,415 2,753 13,485
GRANTS/JOINT PROJECTS 125 50 50 1 300 25 25 200 25 558 1,358
INTEREST INCOME 150 150 140 140 150 160 335 1,225
OTHER INCOME 52 52 52 52 52 52 52 52 52 178 646
TOTAL REVENUE 3,442 647 1,265 242 501 237 1,102 802 4,652 3,824 16,714
CASH EXPENSES -460 -470 -480 -490 -500 -500 -500 -490 -490 -1,592 -5,972
ANNEXATION EXPENSE -15 -25 -25 -25 -35 -35 -35 -35 -35 -113 -378
MAJOR IMPROVEMENTS -65 -65 -65 -65 -65 -65 -65 -65 -70 -226 -816
DEBT SERVICE -3 0 -1 -3 -2,620 -397 -3 0 -1 -2,519 -5,547
OPERATING CASH FLOW 2,899 87 694 -341 1 -2,719 -760 499 212 4,056 -626 4,001
DEBT ISSUES (NET) 1 13,200 13,200
LAND PURCHASES -500 -225 -400 -1,000 -1,000 -2,000 -2,000 -2,500 -2,000 -8,375 -20,000
ENDING CASH L330,231 30,093 30,387 29,046 38,527 35,767 34,266 31,978 34,034 25,033 25,033
RESERVE FUNDS 4,724 4,724 4,724 4,724 3,524 3,524 3,524 3,524 3,524 3,524
NOTE FUNDS 4,173 4,173 4,173 4,173 0 0 0 0 2,891 0
AVAILABLE CASH 21,334 21,196 21,490 20,149 35,003 32,243 30,742 28,454 27,619 21,509
MROSD 10-YEAR CASH FLOW PROJECTION
2/27/99 FOR 99-00: BUDGET; FOR 00-01: 6% TAX GROWTH & 8% EXPENSE GROWTH
($Thousands) AFTER 00-01: 4%/YR TAX GROWTH & 6%/YR EXPENSE GROWTH
FISCAL YEAR: 98-99 99-00 00-01 01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09
BEGINNING CASH 18,940 27,832 25,033 11,130 6,363 6,253 6,256 6,055 5,896 5,768 5,664
TAX REVENUE 12,350 13,485 14,294 14,866 15,460 16,079 16,722 17,391 18,087 18,810 19,562
DEVELOP GRANTS 358 188 194 199 205 212 1 218 224 231 238 245
ACQ GRANTS/GIFTS 356 1,170
ANNEXATION GRANT 200
INTEREST INCOME 950 1,225 750 325 325 325 325 325 325 325 325
OTHER INCOME 680 646 676 676 676 676 676 676 676 676 676
TOTAL REVENUES 14,894 16,714 15,914 16,066 16,667 17,292 17,941 18,616 19,319 20,049 20,809
OPERATING EXPENSES 5,261 5,972 6,450 6,837 7,247 7,682 8,143 81631 9,149 9,698 10,280
MAJOR IMPROVEMENTS 646 816 840 866 892 918 946 974 1,004 1,034 1,065
ANNEXATION EXPENSE 378
CURRENT DEBT SERVICE 6,442 6,529 6,563 6,610 7,150 6,665 6,714 6,762 6,809 6,862 6,862
NEW DEBT SERVICE -982 -36 20 989 1,023 1,089 1,158 1,235 1,310 1,310
TOTAL EXPENSES 12,349 12,713 13,817 14,332 16,278 16,288 16,892 17,526 18,197 18,904 19,517
OPERATING CASH FLOW 2,545 4,001 2,097 1,734 389 1,003 1,049 1,091 1,122 1,145 1,292
LAND CONTRACTS
NOTE PROCEEDS (NET) 21,500 13,200
LAND PURCHASES 15,153 20,000 16,000 6,500 500 1,000 1,250 1,250 1,250 1,250 1,250
ENDING CASH 27,832 25,033 11,130 6,363 6,253 6,256 6,055 5,896 5,768 5,664 5,706
REQUIRED RESERVES 4,724 3,524 3,524 3524 3,524 3,524 3,524 3,524 3,524 3,524 3,524
AVAILABLE CASH 23,108 21,509 7,606 2,839 2,729 2,732 2,531 2,372 2,244 2,140 2,182
CUMM NEW LAND 10,500 30,500 1 46,500 1 53,000 1 53,500 54,500 1 55,750 1 57,000 1 58,250 59,500 60,750
Regional Open pace
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-99-39
Meeting 99-07
March 10, 1999
AGENDA ITEM 2b
AGENDA ITEM
Initial Presentation of the Budget for Fiscal Year 1999-2 0
GENERAL MANAGER'S RECOMMENDATION
No action is requested at this time. The proposed budget for the 1999-2000 fiscal year will be presented
again at your March 24 meeting for final consideration and adoption. The controller's annual report will
be presented at the March 10 meeting. The Administration and Budget Committee will report to you at
the March 24 meeting.
DISCUSSION
Overview
This report presents the proposed expense budget for the April 1, 1999,through March 31, 2000, fiscal
year. Staff will review the proposed budget at your March 10 meeting. The proposed budget for the
1999-2000 fiscal year currently totals$32,713,275 and breaks down as follows:
Land Purchases $20,000,000
Debt Services $5,547,000
Operating Expenses $6,349,825
Public Access Improvements $621,450
Staff Facility Improvements $195,000
The proposed$6,349,825 operating budget includes the scheduled two point(2%)cost-of-living salary
adjustment for employees represented by S.E.I.U. Local 715, and a proposed two point(2%)cost-of-
living salary adjustment for office, supervisory, and management staff.
As in past years, estimated expenses are included for various employee benefits. Because of the District's
April 1 fiscal year start date, exact contribution rates are not known when preparing the budget.No
additions or changes are proposed for the District's benefit plans in 1999-2000.
The District's general insurance costs (liability,property, auto,etc.)have been estimated for purposes of
this report. The overall insurance package will be presented at your March 24 meeting, and the actual
premium amounts will be included in the final budget report.
A significant portion of the increase in the proposed operating budget can be attributed to Coastal
Annexation($378,165), and the proposed addition of five new full-time positions(including the two
330 Distel Circle . Los Altos,CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 e E-mail:mrosd@openspace.org Web site:www.openspace.org
Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz . General Manager:L.Craig Britton
R-99-39 Page 2
additional Ranger positions already approved), one new half-time position, and the change from half-time
to full-time for the Planning Secretary position($196,900), for a total of$575,065.
Staffing Changes
Proposed in this year's budget are the addition of six new positions(including the two Ranger positions
already approved), and minor changes to four existing positions, as illustrated in the chart at the end of
this narrative section and in Attachment 1, "Proposed Organizational Structure". Internal changes to
positions are necessitated overall by a need to formalize and recognize existing shifts in work
responsibilities, to address increased workload demands, and to create greater efficiencies in lines of
supervision and communication. Detailed explanations by program area, including justifications for the
addition of new positions are as follows:
• Acquisition Proram Shifting the Senior Management Specialist to the Acquisition Program and
adding a Land Protection Specialist consolidates acquisition-related functions that are currently
spread out in the Planning, Operations, and Administration Programs. These two positions support
the proposed Land Protection Subprogram that emphasizes comprehensive acquisition planning,
monitoring land use activities surrounding District lands, and resolving conflicts arising from
easements and encroachments.
Propose to move Senior Management Specialist from Administration Program area to Acquisition,
and rename position to Senior Acquisition Planner: The major responsibilities of the Senior
Management Specialist have included acquisition planning,network administration,budget
monitoring, and monitoring land use development affecting District lands. Due to an anticipated
increase in acquisition activities, and complex acquisition and land protection projects,this position
will shift to the Acquisition Program and be renamed Senior Acquisition Planner,to formally
consolidate existing collaborative work relationships, and to more accurately reflect the scope of
work being done. This position would assume supervision for the proposed land protection specialist
position. Former administrative responsibilities would be remain within the Administration Program
area.
Propose to add Land Protection Specialist: Land protection is becoming increasingly important and
staff has been unable to adequately extend themselves in the areas of land development and easement
monitoring, and encroachment reduction. The addition of the Land Protection Specialist fills this
need to protect District lands from impacts related to surrounding development and disputes, and
resolve issues relating to easements, and collaborate with Planning, Operations, and Legal programs
to preserve and protect District property rights. Staff would be returning to the Board with a job
description for this position category.
■ Planning Program
Propose to add Planner H position, and increase Planning Secretary from half-time to full-time:
Planning has been unable to keep pace on overall workload demands over the past few years, which
has seriously reduced attention to critical advance planning projects and preparation of preserve
plans. In addition, there is a recognized need for more senior staff time on management, supervision,
and coordination with other programs.Factors for the increased workload include major increases in
"unanticipated projects" (encroachments,permits-to-enter, legal issues), complex acquisition projects,
demand for capital improvement and repair projects(especially storm-related repairs), and on-going
policy issues (i.e. dogs, trail use, and Basic Policy). Coastal annexation-related tasks have also
R-99-39 Page 3
become a major factor. Because the shortfall involves primarily complex, controversial projects, an
additional Planner II position is proposed. Current staff have been taking on responsibilities beyond
their position levels and performing well, and the trend towards complex, controversial projects is
expected to continue. Therefore,promotions are proposed within current staff to reflect the increased
responsibilities and performance. Planner I Matt Freeman would be promoted to Planner II,and
Planning Technician Doug Vu would be promoted to Planner I. The additional staff person would be
hired to fill a Planning Technician position. Due to the increased size of the department and the
workload, the secretarial support for Planning is proposed to be increased from half time to full time.
Given the magnitude of the coastal annexation study effort, and need for visible, ongoing District
staff presence on the coast, it is proposed that the Planner II be assigned to the project approximately
half-time for next fiscal year(and probably at least one additional fiscal year). To help compensate
for the loss of half of the Planner II's time to coastal annexation activities,budget for contract planner
assistance has been allocated to several capital improvement projects.
Propose to appoint Planning Manager and confirm Senior Planner position: The Planning
Program was reorganized into a team structure in September, 1995. Overall,the team structure has
not proved to be an effective means of managing the Program, although many aspects of the team
approach have been effective and adopted as standard procedure. Basically, the group has evolved to
an effective team working relationship supported by the framework of a hierarchy. After working
with an organizational consultant and carefully considering alternative structures, the team voted
unanimously to move to formalize the hierarchy, with current Senior Planner Randy Anderson as
Planning Manager and with Mary de Beauvieres'current Acting Senior Planner position made
permanent. At the beginning of the 1998-1999 fiscal year, the Planning Program was temporarily
reorganized into a modified team structure with a promise to the Board that a final organizational
structure would be recommended by the end of the fiscal year. This proposal completes the
reorganization process for Planning.
• Operations Program
Propose to add Assistant General Manager position and two Ranger positions: On a day-to-day
basis, the Operations and Planning Programs work closely together, particularly in the areas of
resource management and capital improvements project implementation. This position, which would
be assumed by the current Operations Manager, John Escobar, would be primarily responsible for
managing these two program areas in addition to serving the function of General Manager in the
absence of the General Manager. This position will also centralize leadership and communication
between the two programs, other staff, and the public, as well as enabling the General Manager to
focus more intensively on coastal annexation, legislative issues, land acquisitions and other Board
and District priorities by removing direct supervisorial responsibility for two respective management
positions in Operations and Planning. The addition of two Ranger positions was recommended by
the Warner Group as an outcome of the Operations Program Review, and was ratified by your Ad
Hoc Committee and already approved by the Board at your February 10, 1999,meeting(see report R-
99-22).
■ Administration Program
Propose to realign responsibilities of the Administrative Analyst position, and reclassify to Senior
Analyst/District Clerk: With the proposed shift of the Senior Management Specialist to Acquisition,
administrative responsibilities for supervision of the District's computer system and budget
R-99-39 Page 4
preparation/monitoring would be reassigned to the Administrative Analyst, Peggy Coats. In addition,
to enhance the overall effectiveness of program delivery within Administration and to clarify roles
and responsibilities, the duties of District Clerk, contract administration, and implementation of
special management projects delegated by Management Team would be reassigned to this position,
and the position would be reclassified to Senior Analyst/District Clerk. Shifting the District Clerk
responsibilities from the Administrative Services Manager to the Senior Analyst will enable the
Administrative Services Manager to focus more time on the personnel function, as originally
conceived for this position.
Propose to add a half-time Network Specialist position: Daily routine maintenance and
troubleshooting of the District's computer hardware and software systems has been consuming
approximately 15-20 hours per week, in addition to non-routine system upgrades. With the
increasing complexity of electronic technology,non-routine projects(such as synchronizing voice
and electronic communication systems, and upgrading and transitioning network protocols)will
assume a greater role in the overall administration and proactive adaptation of the District's computer
resources. The addition of a half-time Network Specialist will allow senior staff to focus upon these
non-routine and more complex areas, while ensuring that mundane operations run smoothly. A
summary of the proposed staffing changes is shown below.
PROPOSED STAFFING CHANGES, 1999-2000 BUDGET
Position Acquisition Planning Operations Admini-
stration
Assistant General Manager NEW
Land Protection Specialist NEW
Network Specialist, '/2 time NEW
'/2 time
Planner II NEW
Planning Manager Change from
Senior
Planner
Planning Secretary Additional
Iz time
Rangers 2 NEW 2
Senior Analyst/District Clerk Change from
Admin
Anal st
Sr. Acquisitions Planner Change from Change from
Senior Senior
Management Management
Specialist; Specialist;
move from move to
Admin. Ac uis.
Total full-time equivalent proposed increase in positions: Six(five full-time; two half-time)
R-99-39 Page 5
Target Averaize Six Percent Budget Growth Guideline for Operatiniz Expenses
The Board initially approved the target average 6%growth guideline for District operating expenses on
September 28, 1994 (see report R-94-100). Operating expenses were defined to include salary and
benefits, services and supplies, and fixed assets. The cost of capital improvements relating to public
access and staff facilities were excluded from the operating expenses growth guideline. The guideline
was implemented during lean tax revenue years and designed to be a target average allowing, for
example, one year to be 5%and the next year to be 7%.
Since 1994, the target average 6% growth guideline has been revised on several occasions to exclude
special projects such as election expenses,large-scale brochure mailings and legislative consultants.
Although the guideline has served the District well in providing a responsible level of growth for land
management while conserving funds for land acquisition, it has been re-examined by staff and the
Administration and Budget Committee to ensure it is responsive to changing conditions. The Committee
has tentatively adopted a revised 6%budget growth guideline that generally reflects the original 1994
guideline,but better defines operating expenses and possible exclusions such as special projects(see
Attachment 2). Under the revised guidelines, there are no exclusions in the operating budget during the
first five years and the 1994-1995 baseline is adjusted to$4,367,950 to include previously excluded
election expenses,brochure mailing and legislative consultant.
Under the revised 6%budget growth guideline, operating expenses include salaries and benefits, services
and supplies, and fixed assets associated with the administration of the District's five programs.
Expenditures for land acquisition, capital improvements(including public access, field staff and
administrative facilities), and special projects are considered outside operating expenses. Special projects
are non-routine large scale projects that have a cumulative expense of over$100,000,which may or may
not result in major shifts to programs, or staff increases. Examples include the coastal annexation study
and recovery from a major natural disaster.
The 1999-2000 proposed operating budget figure of$6,349,825 has been adjusted to exclude operating
expenses considered outside the 6%budget growth guideline. The adjusted operating budget figure of
$5,971,660 excludes coastal annexation studies($378,165).
Increases in adjusted operating budgets and expenses, as compared with the guideline, are shown in the
following table:
FY 95-96 FY 96-97 FY 97-98 FY 98-99 FY 99-00
Operating Budget >.9% >3.8% >10.3% >11% >6.6%
Growth
Actual&Projected >1.9% >4.1% >6.7% >11.5% >9.1%
Expense Growth
Over the five-year period since the implementation of the 6%budget growth guideline, growth in the
operating budget has averaged 5.4%per year when compounded annually. Over the same period of time,
growth in actual and projected expenses will average 4.6%, assuming there is an average
underexpenditure in 1999-2000 budgeted funds. A graph of this five-year growth and additional two-
year projections is shown in Attachment 3.
R-99-39 Page 6
Budget Review Process
The 1999 Administration and Budget Committee,composed of Directors Siemens (committee chair and
Board Treasurer), Nitz, and Little, reviewed the proposed budget on the Board's behalf during a series of
six open,publicly noticed meetings in February and March. The committee work included reviewing the
proposed Action Plan for each program, the proposed 1999-2000 budget by program and category
expense groupings(as well as by major projects and activities), the 1998-1999 projected expenditures,
and the 6%budget growth guideline for District operating expenses. The committee members received
for their review detailed sub-account printouts for all the detail line items included in the proposed
budgets.
Controller M.Foster met with the committee on February 22 to discuss projected revenues,debt service,
and a District cash flow analysis. The Controller's report will be presented to the Board separately at the
March 10 meeting. The Administration and Budget Committee will present their report to the Board at
the March 24 meeting.
Proposed Program Bud eg_ts
The following section on the 1999-2000 proposed budget is presented by program to facilitate your
review. Attachment 4 of this report shows in detail the 1999-2000 proposed budget broken down by
program and major expenditure categories.
1. OPEN SPACE ACQUISITION AND LAND PROTECTION PROGRAM
98-99 Adopted Budget 98-99 Projected Exp. 99-00 Proposed Budget
Salaries&Benefits $125,500 $122,325 $248,050
Services& Supplies 53,450 49,810 88,950
Fixed Assets— Operating Expenses 262,950 185,600 173,000
Enterprise Subprogram 108,300 109,200 117,950
Debt Service 6,467,500 6,469,302 5,547,000
Land 11,303,000 15,550,000 20,000,000
TOTAL $18,320,700 $22,486,237 $26,174,950
The 1999-2000 proposed budget for Open Space Acquisition Program is $26,174,950, a 42.8%increase
from the 1998-1999 adopted budget. This increase reflects an additional $21.5 million in land acquisition
funds as a result of the recent 1998-1999 Note Issuance proceeds. Excluding debt service payments,the
Acquisition budget is $20,627,950. Controller M. Foster indicates that$16.6 million would be available
in 1999-2000 for open space acquisition, which includes a proposed note issuance in fiscal year 1999-
2000 as detailed in the Controller's Report.
Salaries and benefits represent a 97.6% increase over the 1998-1999 adopted budget as a result of the
shifting of the Senior Acquisition Planner to the Acquisition Program from the Administration Program
and the addition of a new position, the Land Protection Specialist.
The Acquisition Program's emphasis during 1999-2000 is to continue focusing efforts on securing high
priority properties and completing several grant-funded acquisition projects. Land option fees are
budgeted at$15,000 to continue the fee defeasance acquisition of the Lee and General Convention
properties in Sierra Azul Open Space Preserve. With the shifting of the Senior Acquisition Planner and
R-99-39 Page 7
the addition of the Land Protection Specialist position, the Land Protection Subprogram is being added to
the Acquisition Program. This new subprogram will focus on the protection of new and existing open
space lands and resolving issues relating to preserving District property rights.
Fixed asset expenses directly related to land acquisition, such as appraisals, site engineering, escrow fees,
title insurance, and legal fees are budgeted at$173,000. This is a 34.2%decrease from the 1998-1999
budget. This decrease reflects an anticipated reduction in legal fees and site relocation costs related to a
previous acquisition which has been settled.
Debt service payments are 14.2%below the 1998-1999 adopted budget, as a result of the financing
discussed in the Controller's report. Debt service for principal repayment and interest on the District's
land contracts and note issues is budgeted at$5,547,000 for the 1999-2000 fiscal year. This amount
includes a $25,000 installment of interest-free principal payment for the acquisition of the Urrere
property in Sierra Azul Open Space Preserve.
The 1999-2000 proposed budget for the Enterprise Subprogram is$117,950. The subprogram's proposed
budget divides into two major areas: 1)ongoing regular enterprise activities, and 2) expenditures related
to the District's administrative office building. Funds budgeted for ongoing,regular enterprise activities
are an increase of 8.9%over the adopted 1998-1999 budget. This increase is primarily due to the
anticipated roof repairs to the Distel building tenant space.
Operating expenses for the office building are budgeted at$34,900 for the tenant space and will be
handled in a separate facilities account within the Enterprise Subprogram. Expenses for the portion of the
building occupied by the District are included in the Administration Program.
In 1998-1999,projected net income from the District's enterprise properties is $614,805, an increase over
1997-1998 income of approximately 3.3%. Net income for fiscal year 1999-2000 is projected at
$564,200, a 9%decrease as a result of a loss of income from the vacancy of a Communications tenant at
Black Mountain.
2. PLANNING PROGRAM
98-99 Adopted Budget 98-99 Projected Exp. 99-00 Proposed Budget
Salaries&Benefits $363,200 $331,780 $449,750
Services & Supplies 98,950 118,385 498,500
Fixed Assets— Operating Expenses 6,050 8,500 4,250
Staff Facility Improvements 140,000 1 18,500 135,000
Capital Improvement Projects 740,750 627,425 621,450
TOTAL $1,348,950 $1,104,590 $1,708,950
The 1999-2000 proposed Planning Program budget is $1,708,950 and represents a 27%increase over the
1998-1999 adopted budget of$1,348,950. The proposed increase is primarily due to expansion of the
planning staff from 6.5 employees to 8 employees, and an increase in contract services.
Staffing vacancies during 1998-1999 resulted in a 9%underexpenditure in salaries and benefits. A
Planning Technician and Open Space Planner 11 position were filled in July;both were budgeted for the
R-99-39 Page 8
entire year. The overexpenditure in the 1998-1999 services and supplies category is primarily due to the
unanticipated consulting services expenses for the coastal annexation project. This project will continue
in 1999-2000.
In 1999-2000, two critical advance planning projects are proposed which require significant planning
consultant assistance. A Comprehensive Area Plan is proposed to cover the northern part of the Sierra
Azul Open Space Preserve, serving as a pilot study for how to fully consider resources in preserve plans,
in accordance with the Resource Management Policies adopted in 1994. The project also entails update
of the District's Use and Management Planning Policies,establishing the basic procedures for gathering
resource,maintenance and land management information. The project is anticipated to require extensive
Board committee and public participation discussion, field studies and documentation by environmental
specialists, and significant planning consultant assistance over a two-year period. The second project
involves a comprehensive review of the District's Trail Use Policy. It will entail extensive Board
committee and public participation discussion in policy development and review,requiring significant
planning consultant assistance.
The Planning Program's proposed operating budget for 1999-2000 is $952,500 and represents a 103%
increase over the adopted 1998-1999 budget. Discounting the coastal annexation expenses of$361,665,
the increase drops to a 26% increase over the adopted 1998-1999 budget. The coastal annexation
expenses include salary and benefits for one-half of the time of an Open Space Planner II, consulting
service expenses, and related minor services and supplies. The operating budget is comprised of salaries
and benefits, services and supplies, and fixed assets relating to office equipment. The increase in the
operating budget beyond coastal annexation expenses is due to the added Planning staff,program
reorganization, and major advance planning projects.
As part of the measure to manage overall District budget growth, a budget guideline of$600,000 per year
for capital improvement projects (CIP)was introduced in 1994-1995. This cap was reduced to$500,000
beginning in 1998-1999 to account for the transfer of the resource management program from capital
improvements to the Operations Program operating budget. Grant income is considered above the
$500,000 growth cap, allowing capital improvement budgets to exceed the cap by the amount of actual
development grant income. In October 1998, the Administration and Budget Committee reviewed the
CIP budget guideline for public access facilities, and agreed with staff that the$500,000 guideline should
be adjusted from a 3-year average to a 5-year average,to distribute the impact of substantial short-term
fluctuations that ordinarily occur in the program. The 1999-2000 budget was prepared using this
methodology.
At the same time, the Committee reviewed a staff recommendation to establish a guideline for capital
improvements relating to field staff and administrative facilities. Prior to this, only public access
facilities were subject to a guideline. Staff recommended establishment of a guideline of$150,000
averaged over a 5-year period. The concept was tentatively approved by the Committee, and the 1999-
2000 budget was developed using this guideline. Attachment 2 outlines the guideline for the capital
improvement program, and shows the five-year figures for field staff and administrative facilities.
The 1998-1999 staff facility improvements budget consists of planning and engineering for the seismic
upgrade of the shop at the Foothills field office, construction of shop floor improvements to the Skyline
field office, and planning and construction of an employee residence to serve the Sierra Azul area.
Underexpenditures resulted from inactivity on the Rancho shop building seismic upgrade project due to
R-99-39 Page 9
design and permitting complications, a more complex planning process than anticipated for the Sierra
Azul employee residence, and consideration of an alternative to buy,rather than build, the employee
residence. The 1999-2000 staff facility improvements budget includes construction of a new employee
residence in the Sierra Azul area if a site cannot be purchased, and installation of an above-ground diesel
tank at the Skyline field office. The staff facilities improvement budget for 1999-2000 is $135,000.
Attachment 4 shows the 5-year figures for capital improvement projects with the adjustments for
development grants and FEMA reimbursements. The 1999-2000 proposed CIP budget is $621,450.
Subtracting the projected development grant income of$81,000, and projected FEMA reimbursements of
$153,740,the adjusted CIP budget is $386,710. Averaged over a 5-year period, the CIP budget is
$392,957,which is 21%below the allowable guideline of$500,000. Projected grant income for 1999-
2000 is for additional El Corte de Madera Creek trail improvements, trail restoration work at St. Joseph's
Hill, and FEMA projects.
Actual development grant income for 1998-1999 is $154,437 for the Windy Hill parking lot development
and El Corte de Madera Creek trail development. FEMA reimbursements total $198,834. The 1998-
1999 projected CIP expenses are $627,425,or 15%below the budgeted amount of$740,750. This
projected underexpenditure is due to projects which were delayed due to factors which could not be
anticipated. Major factors included ongoing litigation in the case of the Thornewood driveway
improvements, and a prolonged approval process in the case of the El Corte de Madera Creek Open
Space Preserve Study Area 2 Trail Use Plan which affected trail improvements and conceptual parking
lot design.
Key CIP projects for 1999-2000 include the replacement of restrooms at Skyline Ridge, Rancho San
Antonio, and Purisima Creek Redwoods, trail improvements for El Corte de Madera Creek, and storm-
related repairs at Purisima Creek Redwoods, El Corte de Madera Creek, Skyline Ridge and La Honda
Creek Preserves.
3. OPERATIONS PROGRAM
98-99 Adopted Budget 98-99 Projected Exp. 99-00 Proposed Budget
Salaries&Benefits $2,111,350 $2,023,725 $2,331,450
Services& Supplies 704,950 710,900 712,900
Fixed Assets— Operating Expenses 140,800 143,400 194,700
TOTAL $2,957,100 $2,878,025 $3,239,050
The 1999-2000 proposed budget for the Operations Program is$3,239,050. The addition of two new
ranger positions and the assistant general manager position account for 7.7%of the 9.5%growth in the
Operations budget. Priorities for the 1999-2000 proposed budget include the implementation of several
Operations Program Review recommendations, and the continued growth of the Resource Management
Program.
The 1999-2000 proposed salaries and benefits budget is$2,331,450,a 10.4%increase over the 1998-
1999 adopted budget. Costs associated with a two-point salary increase and the new positions account
for this growth. If the addition of the new assistant general manager position is discounted, the growth is
7.5%.
R-99-39 Page 10
The 1999-2000 proposed services and supplies budget is $712,900. This is 1.1%over the 1998-1999
adopted budget.
The budget for the Resource Management subprogram is$105,900 (a 14.9% increase over 1998-1999),
which is included in the services and supplies budget. This budget funds numerous projects as described
in the resource management work project. The most significant of these is the third year of the Russian
Ridge grassland management plan($48,100), and a substantial increase in habitat restoration work being
done at Pulgas Ridge($26,000).
The 1999-2000 proposed fixed assets budget is $194,700, a 38.3%increase over the 1998-1999 adopted
budget. The proposed budget is consistent with the five-year capital equipment schedule shown in
Attachment 2. Two additional patrol trucks for the new ranger positions, and two specialized
maintenance trucks account for$114,000. The proposed budget also includes a $31,000 cost for
upgrading the fire pumper units to improve reliability, and the purchase of two additional pumper units
for the new patrol trucks. Additional expenses include $10,200 for replacement of aging handheld radios,
and radios for the new vehicles. The purchase of a new chipper($20,000)will mean that one chipper is
available for each geographic area.
4. PUBLIC AFFAIRS PROGRAM
98-99 Adopted Budget 98-99 Projected Exp. 99-00 Proposed Budget
Salaries&Benefits $314,850 $289,550 $321,975
Services&Supplies 258,275 221,845 192,000
Fixed Assets— Operating Expenses 4,000 4,000 3,000
Special Projects 1 11,500
TOTAL $577,125 1 $515,395 1 $528,475
The proposed fiscal year 1999-2000 Public Affairs Program budget shows an 8.4%decrease from the
1998-1999 fiscal year adopted budget. While certain accounts are proposed for increases(such as salaries
and benefits,newsletter production, and site brochure production), the overall decrease is accomplished
by deleting the earlier-proposed District-wide mass mailing project, and through smaller reductions in
other accounts,while the program continues to be funded at an aggressive level.
Public Affairs'total proposed budget includes approximately$12,500 in expenses related to the coastal
annexation project. These expenses are for development of informational materials and implementation
of two mailings to the coastside.
The proposed increase in salaries and benefits from last year's $314,850 to the proposed$321,975 is due
to the accounting for a full year's expenses for the docent coordinator position(last year was a partial year
for that position), the proposed 2%cost of living adjustment, an increase in hours for the interpretive aide
position, and expected salary and benefit step increases.
The proposed services and supplies budget includes general services and supplies,publications, special
projects, and visitor services. Reductions were made to various accounts in order to meet budgetary
goals. Primarily, the reduction from last year's$258,275 to the proposed$221,845 is due to the deletion
R-99-39 Page 11
of the District-wide mass mail project. Some of the significant items in the Public Affairs services and
supplies proposed budget include:
Contract Services $13,500
(including Heim contract)
Postage/Special Distribution(coast) $27,200
Site Brochures/Maps $72,000
(includes design/layout and printing)
Newsletter/Annual Report $49,000
(includes design/layout and printing)
Visitor Services $11,500
It is proposed that$3,000 be budgeted in the 1999-2000 Public Affairs Program fixed assets budget for a
new computer capable of handling the District's web site maintenance needs, and for two new monitors
for existing computers.
5. ADMINISTRATION PROGRAM
98-99 Adopted Budget 98-99 Projected Exp. 99-00 Proposed Budget
Salaries&Benefits $722,550 $653,635 $687,100
Services& Supplies 316,050 273,550 296,150
Fixed Assets— Operating Expenses 8,700 15,150 13,600
Special Projects& Office Facilities 65,000
TOTAL $1,047,300 $942,335 $1,061 850
The 1999-2000 proposed Administration Program budget represents a 1.3% increase over the 1998-99
adopted budget, and a 12.6%increase over projected 1998-99 expenses. While the position of Senior
Management Specialist, currently in Administration, is proposed to move to Acquisition,the decrease in
salaries and benefits occasioned by the loss of this position is offset by the cost of capital improvements
to the 330 Distel office facilities, accounting for the projected increases.
The salaries and benefits category includes your board appointees'salaries, currently budgeted at
$183,250. Salaries for members of the Administration Program staff are shown at $331,000, including
the addition of a half-time Network Specialist position. Also in the salary and benefits category is
$25,000 designated for potential exemplary service awards for office, supervisory, and management staff,
and$30,000 for Directors' compensation.
As the service center for most District operational and administrative activities, the services and supplies
budget of$296,150 includes funding for such basic items as: Postage($13,500),Telephone
($20,000),Auditor($9,600), Office Equipment Leases ($23,500), and Utilities and Maintenance
($70,950).
The services and supplies category also includes$10,000 for special legal fees related to general
personnel and administrative matters; $6,100 for staff in-house training programs, $6,400 for professional
R-99-39 Page 12
conferences for Board and administrative staff, $4,000 for the annual Board-sponsored staff recognition
event, and$1,000 for safety events and $600 for staff activities administered by the "Fun"Committee.
The fixed assets category, which includes new and replacement equipment and furniture, is decreased
10.23%over the 1998-1999 budget.
The $65,000 Special Projects category includes $5,000 in consultant and meeting expenses related to the
coastal annexation,and$60,000 for capital improvements related to converting a portion of the tenant
space at 330 Distel Circle for District use upon termination of the Alzheimers Association tenancy in
August 1999.
Prepared by:
Craig Britton, General Manager
John Escobar, Operations Manager
Deirdre Dolan,Administrative Services Manager
Malcolm Smith,Public Affairs Manager
Randy Anderson, Senior Planner
Mary de Beauvieres, Acting Senior Planner
Michael Williams,Real Property Representative
Del Woods, Senior Management Specialist
Gordon Baillie, Operations Analyst
Peggy Coats, Administrative Analyst
Bunny Congdon, Accounting Specialist
Contact person:
Craig Britton, General Manager
Attachments:
1) Proposed Organizational Structure
2) Proposed Revised 6%Budget Growth Guideline
3) Overall Five-Year Budget Growth and Additional Two-Year Projections
4) Proposed 1999-2000 Budget
5) Proposed Capital Improvement Program Budget for FY 1999-2000
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Attachment 2
Memorandum
March 4, 1999
To: Board of Directors
From: Administration and Budget Committee
Subject: Revised Budget Guidelines for District Operating Expenses and Capital Improvements
The Committee and staff have reviewed existing budget guidelines for operating expenses and capital
improvements. Operating expenses are routine expenses associated with the day-to-day operation of
the District. Capital improvements have been redefined and combine expenses relating to public
access facilities, field operation facilities and administrative buildings.
In general, the Committee and staff feel the budget guidelines for operating expenses and capital
improvements has served the District well since 1994 but should be slightly modified and restated as
follows:
6% Budget Growth Guideline for Operating Expenses
Operating expenses include salaries and benefits, services and supplies, and fixed assets associated
with the administration of the District's five programs. Expenditures for land acquisition, capital
improvements and special projects are considered outside operating expenses.
Based on a review of operating expenses since the 1994 adoption of the Target Average 6% Growth
Guideline, the Committee and staff have determined that the guideline has proven to be beneficial in
allowing the District to fulfill its mission on a solid financial basis. While providing a responsible
level of growth for land management and preserve improvements, spending has been controlled and
funds conserved for land acquisition. Although functioning relatively well, the Committee has
determined the need to revise the guideline to be more responsive to changing conditions and long-
term trends in managing District operating expenses.
It is recommended the guideline be renamed 6% Budget Growth Guideline for Operating Expenses
and restated as follows:
1) The guideline is intended to cover regular operating expenses for the District's five
major programs and include periodic operating expenses such as election expenses,
large printing projects, minor repairs from natural disasters, and program reviews.
2) Budgeted operating expenses will be tracked and, generally, should not exceed 6%
growth from one year to the next; provided, however that the Administration and
Budget committee each year could recognize that since this is a guideline,
overbudgeting or underbudgeting may occur, but an effort should be made to balance
growth from one year to the next.
Attachment 2
3) The target growth baseline shall be adjusted when it is significantly impacted by
changing conditions, such as a major shift in program goals and staff reorganizations.
The transfer of$92,000 from capital improvements (outside of guidelines) to the
operations program for the initial support of the resource management program is an
example of a major shift in program goals. This resulted in the first baseline
adjustment since 1994
4) Special projects that may be excluded from the guideline are non-routine large scale
projects that have a cumulative expense of over $100,000. They may or may not result
in major shifts to programs or staff increases. Examples include the coastal annexation
study and recovery from a major natural disaster. In the case of the coastal annexation
study, the baseline would be adjusted if annexation is approved and the plan is
implemented.
Capital Improvements Guideline
The guideline for capital improvements was recommended to the Board by the Administration and
Budget Committee in the 1998-1999 budget report. Capital improvements included only public access
facilities and a guideline was not established for field staff and administrative facilities. At that time,
a guideline was established for capital improvements based on a three-year average.
It is recommended the guideline for capital improvements be broadened to include field staff and
administrative facilities in addition to public access facilities. It is further recommended the three-year
average be changed to five years to allow for a flattening of substantial fluctuations that ordinarily
occur in the program. The guideline is as follows:
1) Public access improvements include capital projects that enhance public access to
preserves such as roads, trails, parking, signs, and historical preservation. These
projects usually include planning, design and permits for construction of new facilities
and major repairs to existing facilities. Demolitions which provide for public use of
previously closed areas also fail into this category, including the anticipated demolition
of the Mt. Umunhum air base. Funding is limited to an average of$500,000 per year.
Grant income and donations can be used to offset expenses that exceed the limit.
2) Field staff and administrative facilities improvements include major improvements to
field offices, shops and facilities, and the main administrative office in Los Altos.
Funding is limited to an average of$150,000 per year.
3) The Overall Guideline for Capital Improvements, both public and staff, is $650,000
per year, based upon objective criteria. It is the responsibility of future Administration
and Budget Committees to review the proposed Capital Improvement Budget and the
Planning work program in order to be satisfied that the public access aspects of the
guidelines are aggressively pursued by staff. However, it is recognized that fund
balances between public and staff capital improvements will vary year to year.
7,000,000 JOPERATING BUDGET ANALYSIS n6mfi
Budget-6% Growth=28,626
6,500,000
Adjusted 6% Growth Line for 1998 RM Program
6,000,000 ,
5,500,000
Average Budget h 94/95 to 99/00 5 4°k
5,000,000 Average-Actual G4/95 to 98/99 4o ,
.••• Budget Growth ,`¢�, � "98199'to 99/00' 6 6°l0 `'' .
4,500,000 Average Projected Budget Growth 99/00 to 01/02 6.0% ,
�"'-• Average Projected Actual Growth 99/00 to 01/02 6.0%
4,000,000 n
94/95 95/96 96/97 97/98 98/99 99/00 00/01 01/02 y
W
--6%Growth a Budget Growth Actual'Growth
ATTACHM12;T 4
04-Mar-99
MIDPENINSULA. REGIONAL OPEN SPACE DISTRICT (a)
PRELIMINARY BUDGET BY PROGRAM
1999-2000
(Dollars)
-------------------------- - --------------- - --------------- - --------------- - ------------- - --------------- - ---------------
Acquisition I Planning I Operations I Public Affairs I Administration I TOTALS
Budget Category I Program I Program I Program I Program I Program I (All Programs)
-------------------------- I --------------- I --------------- I --------------- I ------------- --------------- I ---------------
REVENUES
-------------------------- --------------- --------------- --------------- ------------- --------------- ---------------
Tax Revenue 13,485,000 I 13,485,000
--------------- --------------- --------------- I ------------- --------------- ---------------
Grant Income I 1,170,000 I 188,000 1,358,000
--------------- I --------------- I --------------- I ------------- I --------------- I ---------------
Interest Income I I I I I 1,225,000 I 1,225,000
--------------- --------------- --------------- ------------- --------------- ---------------
Rental income I 564,000 I I I I I 564,000
--------------- I --------------- I --------------- I ------------- --------------- I ---------------
Other Income I 82,000 I I I I 0 82,000
-------------------------- I --------------- I --------------- I --------------- I ------------- I --------------- I ---------------
TOTAL INCOME I 1,816,000 I 188,000 I 0 1 0 1 14,710,000 I 16,714,000
-------------------------- I --------------- --------------- I --------------- I ------------- I --------------- I ---------------
INCREASE IN RESERVES (15,999,275)
-------------------------- --------------- --------------- --------------- ------------- --------------- ---------------
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT (b)
PRELIMINARY BUDGET BY PROGRAM
1999-2000
(Dollars)
-------------------------- - --------------- - --------------- - --------------- - ------------- - --------------- - ---------------
Acquisition I Planning Operations I Public Affairs I Administration I TOTALS
Budget category I Program I Program I Program I Program Program I (All Programs)
-------------------------- I --------------- I --------------- i --------------- I ------------- i --------------- I ---------------
EXPENDITURES
-------------------------- --------------- I --------------- --------------- ------------- --------------- I ---------------
Debt Service
-------------------------- I --------------- I --------------- --------------- ------------- I --------------- I ---------------
Interest I 3,673,786 3,673,786
-------------------------- 1 --------------- I --------------- I --------------- I ------------- 1 --------------- I ---------------
Principal I 1,873,214 I I I I I 1,873,214
-------------------------- I --------------- I --------------- I --------------- I ------------- I --------------- I ---------------
SUBTOTAL I 5,547,000 5,547,000
-------------------------- --------------- --------------- --------------- ------------- --------------- ---------------
Salaries
-------------------------- I --------------- --------------- I --------------- I ------------- I --------------- I ---------------
a) Gen.Mgr.Appointees 200,250 I 351,250 I 1,822,150 254,275 I 331,000 I 2,958,925
--------------- I --------------- I --------------- I ------------- i --------------- I ---------------
b) Salary Incentive Awards 25,000 I 25,000
--------------- --------------- I --------------- ------------- --------------- I ---------------
c) General Manager 104,600 I 104,600
--------------- --------------- --------------- ------------- --------------- ---------------
d) Legal Counsel I I I I I 63,650 I 63,650
--------------- I --------------- I --------------- ------------- --------------- i ---------------
e) Controller I I I I I 15,000 I 15,000
-------------------------- I --------------- I --------------- --------------- 1 ------------- I --------------- 1 ---------------
Benefits I 47,800 I 98,500 I 509,300 67,700 I 117,850 I 841,150
-------------------------- I --------------- i --------------- I --------------- 1 ------------- I --------------- I ---------------
Directors' Fees I I I I I 30,000 I 30,000
-------------------------- I --------------- I --------------- I --------------- 1 ------------- I --------------- i ---------------
SUBTOTAL I 248,050 I 449,750 I 2,331,450 I 321,975 I 687,100 I 4,038,325
-------------------------- 1 --------------- I --------------- --------------- I ------------- --------------- ---------------
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT (c)
PRELIMINARY BUDGET BY PROGRAM
1999-2000
(Dollars)
-------------------------- - -------------- - --------------- - --------------- - ------------- - --------------- - --------------- I
Acquisition I Planning 1 Operations I Public Affairs 1 Administration I TOTALS
Budget Category I Program I Program I Program I Program 1 Program I (All Programs)
I -------------------------- I --------------- --------------- I --------------- I ------------- 1 --------------- I --------------- I
SERVICES & SUPPLIES I I 1 I ( I I
I -------------------------- I --------------- 1 --------------- 1 --------------- I ------------- I --------------- i --------------- 1
Legal Services I 20,000 I 1 30,000 I ( 10,000 ( 60,000 1
II --------------- I -------------- i --------------- I ------------- 1 --------------- i --------------- 1
Regular Outside Services I 15,000 ( 500 1 34,200 I Soo I 7,000 1 57,200 1
II --------------- 1 --------------- 1 --------------- I ------------- I --------------- I --------------- I
Land Option Fees I 5,000 I 1 I I 1 5,000 1
II --------------- I --------------- 1 --------------- I ------------- I --------------- I --------------- I
Contract Services I 35,500 1 472,500 1 97,300 I 17,000 1 72,800 I 695,100
II --------------- I --------------- I --------------- I ------------ 1 --------------- I --------------- I
Election/Annexation I 1 1 I I o f 0 1
II --------------- 1 --------------- 1 --------------- I ------------- I --------------- 1 --------------- I
1 Library and Subcriptions I 300 ( Soo I 700 I 1,100 1 4,400 I 7,300 1
II --------------- 1 -------------- I -------------- I ------------- I --------------- I --------------- I
Film & Developing ( 0 1 600 I 700 I 1 I 1,300 1
II -------------- 1 --------------- I --------------- I ------------- 1 --------------- I --------------- I
Rents and Leases ( I ( 16,100 I 250 1 25,000 I 41,350
II --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
Utilities I 22,950 I I 27,600 ( I 50,950 I 101,500
II -------------- I --------------- I --------------- I ------------- I --------------- I -------------- I
Postage I 300 I 200 I 200 I 27,200 I 13,500 I 41,400
II --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
Printing and Duplicating I 300 I 4,500 I 6,500 1 1,200 I 15,300 I 27,800
II --------------- I ------------- I --------------- I ------------- I --------------- I --------------- I
Insurance ( 25,900 I I 106,500 I I 29,750 I 162,150
II --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
Advertising ( 1,500 ( 2,000 I 2,000 I 0 I 5,000 ( 10,500
II --------------- I --------------- I -------------- I ------------ I --------------- I --------------- I
Maps and Aerials ( 500 I 0 1 I I I 500
iI --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
1 Private Vehicle Expense ( 4,000 I 6,500 I 1,800 I 1,200 1 4,700 I 18,200
1 I -------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
1 District Vehicle Expense I I I 143,400 I I ( 143,400
iI --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
Business Meeting Expense I 600 I 150 I 900 I 3,575 I 3,500 I 8,725
Ii --------------- I --------------- I --------------- I ------------- I -------------- I --------------- I
Personnel Development I 3,800 I 9,150 I 24,000 ( 2,950 1 23,400 I 63,300
II --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
Maint./Repair Equipment 1 I 200 I 18,600 I I Soo I 19,300
II --------------- I --------------- I -------------- I ------------- I --------------- I --------------- I
Operating Expenses-Distel I 0 1 I I I I o f
II --------------- I --------------- I --------------- I ------------- I -------------- I --------------- I
Computer Expenses I 1,900 I 400 I 1,600 I 400 I 8,050 I 12,350
II --------------- I --------------- I -------------- I ------------- I --------------- I ---------------
office Supplies/Sml Equip. I 300 I 1,000 ( 1,200 I 275 I 7,200 I 9,975
II --------------- I --------------- I --------------- I ------------- I --------------- I --------------- {
1 Field Supplies/Sml Equip. I I I 49,000 I ( ( 49,000 1
II --------------- I --------------- I --------------- I ------------- 1 --------------- 1 --------------- 1
Outside Maint.Services I 68,950 I I 148,100 I I 20,000 I 237,050 I
iI --------------- I --------------- I --------------- 1 ------------- I --------------- I --------------- I
Property Taxes & Permits I I ( 2,500 1 I I 2,500
II --------------- i --------------- 1 --------------- I ------------- I --------------- I --------------- I
1 Comm. Publications I ( 1 I 129,425 ( I 129,425
1 I -------------- I --------------- 1 --------------- I ------------- 1 --------------- I --------------- I
Comm. Special Projects I 1 I I 6,900 I ( 6,900
II --------------- I --------------- I --------------- I ------------- 1 --------------- I --------------- I
1 Volunteer Program I ( ( I 11,450 1 I 11,450
II --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
Miscellaneous I 100 I I ( 75 I 100 I 275
I -------------------------- I --------------- I --------------- I --------------- I ------------- I --------------- I --------------- I
SUBTOTAL I 206,900 I 498,500 I 712,900 I 203,500 I 301,150 I 1,922,950
I -------------------------- I ------------- I -------------- ( -------------- i ------------ ( --------------- I ---------------
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT (d)
PRELIMINARY BUDGET BY PROGRAM
1999-2000
(Dollars)
-------------------------- - --------------- - --------------- - --------------- - ------------- - --------------- - ---------------
Acquisition Planning I Operations I Public Affairs I Administration I TOTALS
Budget category I Program I Program I Program I Program I Program i (All Programs)
-------------------------- I --------------- I --------------- I --------------- I ------------- I --------------- 1 ---------------
FIXED ASSETS
--------------------------
Previous Land Commitment 1 603,000 603,000
--------------- I --------------- I --------------- I ------------- I --------------- i ---------------
New Land Purchases 1 19,397,000 19,397,000
--------------- I --------------- I --------------- ------------- I --------------- i ---------------
Appraiser 1 30,000 I I I I I 30,000
--------------- i --------------- I --------------- I ------------- --------------- I ---------------
Site Acquisition Expense 1 5,000 I I I I I 5,000
--------------- I --------------- I --------------- ------------- I --------------- I ---------------
Legal Fees 1 100,000 I I I I 1 100,000
--------------- --------------- I --------------- I ------------- I --------------- i ---------------
Relocation 1 Soo I I I I I 500
--------------- I --------------- I --------------- I ------------- I --------------- 1 ---------------
Title Insurance I 10,000 10,000
--------------- I --------------- I --------------- I ------------- I --------------- 1 ---------------
Site Engineering I 10,000 I I I I 1 10,000
--------------- I --------------- I --------------- I ------------- I --------------- I ---------------
Site Preparation Expense 1 I 5,000 5,000
--------------- I --------------- I --------------- I ------------- I --------------- ---------------
Option Fees 1 15,000 15,000
--------------- --------------- --------------- ------------- --------------- ---------------
Structures & Improvements 1 0 1 751,450 60,000 1 811,450
--------------- I --------------- I --------------- 1 ------------- I --------------- 1 ---------------
Field Equipment 1 I I 69,500 1 1 1 69,500
--------------- I --------------- I --------------- 1 ------------- I --------------- ---------------
Office Equipment 2,500 I 4,250 1 5,200 I 3,000 1 13,600 28,550
--------------- I --------------- I --------------- I ------------- I --------------- I ---------------
Vehicles I I I 120,000 1 1 1 120,000
-------------------------- --------------- I --------------- I --------------- I ------------- I --------------- I ---------------
SUBTOTAL 1 20,173,000 I 760,700 1 194,700 1 3,000 1 73,600 21,205,000
-------------------------- I --------------- I --------------- --------------- 1 ------------- --------------- 1 ---------------
TOTAL OF ALL EXPENDITURES 1 26,174,950 1 1,708,950 1 3,239,050 1 528,475 1 1,061,850 1 32,713,275
-------------------------- --------------- --------------- I --------------- I ------------- I --------------- I ---------------
TOTAL EXPENDITURES
EXCLUDING LAND AND
DEBT SERVICE i 627,950 1 1,708,950 1 3,239,050 1 528,475 1 1,061,850 1 7,166,275
-------------------------- 1 --------------- --------------- I --------------- ------------- --------------- I ---------------
Proposed Capital Improvement Program Budget for FY 1999 / 2000
Capital Improvement Program: Public Access Facilities Rev.03/04/99
Adjusted Guideline: $500,000/Year Averaged over a 5 Year Period
FY 1995/96 FY 1996/97 FY 1997/98 FY 1998/99 FY 1999/00
Actual Actual Actual Projected Proposed*
Facilities, Public 332,885 331 ,403 544,396 527,425 426,219'
(Pius) FEMA Projects 333,039 100,000 195,231'
(Equal) Gross CIP 332,885 331,403 877,435 627,425 621,450`
(Less) Grant Income 38,268 16,728 83,005 154,437 81,000
(Less) FEMA Income 29,911 62, 118 7,771 198,834 153,740
(Equal) Adjusted CIP 264,706 252,557 786,659 274,154 386,710
Capital Improvements, Public Facilities (Le., parking areas, trails, signing) Average: $392,957
FEMA Projects: Storm repair projects
Adjusted CIP = Gross CIP-(Grant Income+ FEMA Income)
Capital Improvement Program: Staff and Administrative Facilities
Guideline: $150,000/Year Averaged over a 5 Year Period
FY 1995/96 FY 1996/97 FY 1997/98 FY 1998/99 FY 1999/00
Actual Actual Actual Projected Proposed
Facilities, Field 91 ,544 549,168 7,625 18,500 135,000
Facilities, Admin 60000
Average: $172,367
Field facilities: Non-public capital improvements (i.e., Sierra Azul employee residence$125,000, and SRO diesel tank$10,000) y
Ln
Administrative facilities: Public improvements (Le., Distel Admin. Office improvements$60,000)
Regional Open .-Ypace
1
R-99-37 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-07
March 10, 1999
AGENDA ITEM 3
AGENDA ITEM
Tentative Adoption of a Use and Management Plan Amendment to Reroute Grabtown Gulch
Trail and Authorization to Solicit Bids to Repair Storm D mage on Purisima Creek Road at
Purisima Creek Redwoods Open Space Preserve
GENERAL MANAGER'S RECOMMEND AT S
1. Determine that the project is categorically exempt from the California Environmental
Quality Act (CEQA) based on the findings contained in this report.
2. Tentatively adopt a Use and Management Plan amendment to permanently remove the
storm-damaged Grabtown Gulch Bridge over Purisima Creek, and to create a loop trail by
rerouting lower Grabtown Gulch Trail to connect to Borden Hatch Mill Trail.
3. Authorize staff to solicit bids for storm damage repairs to Purisima Creek Road and for the
removal and possible relocation of the Grabtown Gulch Bridge, with an estimated project
cost of$230,000 for this phase.
DISCUSSION
Purisima Creek Road is the central east-west trail and patrol connection through Purisima
Creek Redwoods Open Space Preserve, extending from Skyline Boulevard west to Higgins-
Purisima Road (see Attachment 1). The road is built in a steep, narrow gorge with portions of
the road construct in Purisima Creek, often over layers of redwood logs ("corduroy logs") laid
in the stream channel, which are now rotting and being dislodged by storms. These road
construction methods would not be allowed under current standards (i.e., San Mateo County
and the State of California Department of Fish and Game).
The road suffered major damage in 1997-1998 "El Nino" storm events. This damage
primarily occurred along Purisima Creek, due to the fact that a portion of the road is generally
constructed in the stream channel. Significant repairs will be required to restore the road to
driveable width, or even to trail width in many cases. The District has been awarded
$100,355 in Federal Emergency Management Agency (FEMA) grant aid for repair of the
1997-1998 storm damage to Purisima Creek Road, and $28,820 for the repair of the Grabtown
Gulch Bridge on Purisima Creek. The Grabtown Gulch Bridge was undermined by the El
Nino storms and previous storm events and is closed to all use. The District previously
received a grant from FEMA for repair of storm damage on upper Purisima Creek Road
resulting from 1995 events, which was completed in 1997.
Sediment from the more recent road embankment failures has had a direct impact on the
sensitive aquatic habitat of Purisima Creek, which also provides the most significant scenic
330 Distel Circle . Los Altos, CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail: mrosd@openspace.org . Web site:www.openspace.org
Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz . Genera(Manager:L.Craig Britton
R-99-37 Page 2
resource of the Preserve. Many of the repairs required to restore the road would have to be
located in the channel of the creek, particularly if the road is to be restored to driveable width.
This would tend to force the energy of Purisima Creek to the far side of the bank during high
storm flows, potentially causing erosion and slope failure in these locations. It would also
result in degradation of habitat along the channel bank where the repairs are to occur. Such
repairs are generally expensive and are complicated by the remote site and the fact that three
bridges along the road are old and may be questionable for vehicular use, let alone heavy
equipment. In addition, further failures of the embankment can be expected during future
storms, creating more expense and habitat impact.
From environmental and cost standpoints it would be preferable to repair and maintain
Purisima Creek Road only as a trail. However, Purisima Creek Road is a very popular multi-
use public trail route and an important regional trail connection from Skyline Boulevard to the
coast. It provides important patrol, emergency, and fire response access. Closing the road to
patrol, maintenance, and emergency vehicles is a major decision.
Due to the complexities of the decisions to be made for the repair of Purisima Creek Road,
staff sought expert technical assistance from a consultant familiar with both forest road
construction and maintenance practices, and the related impacts, issues, and regulations for
protection of natural stream channels and habitats. Local staff from the State Department of
Fish and Game recommended Consulting Engineering Geologist Timothy C. Best of Santa
Cruz as being highly qualified in both areas. At your meeting on June 24, 1998, you
authorized staff to contract with Mr. Best to prepare an inventory and repair recommendations
for Purisima Creek Road (see report R-98-82). The study objectives were to evaluate the
problems and identify alternative solutions, including projected costs and relative
environmental consequences of maintaining Purisima Creek Road at a driveable width versus
trail width. The findings are presented in the Summary Report (see Attachment 2). The full
report with appendices and detailed recommendations for repairs is available upon request.
Based on careful inventory of the current and potential damage to the road, its relationship to
the creek, and local soils and geology, Mr. Best has identified three alternative approaches and
costs for repairing Purisima Creek Road: a) repairs to maintain as a driveable road for patrol
trucks and fire engines, b) repairs to maintain as a trail only, and c) repairs to maintain part as
a road and part as a trail. These alternatives are summarized on pages 8 and 11 of the attached
Summary Report. In each case sub-alternatives were identified based on addressing only the
present damage, or including apparent potential failure areas. Potential alternative alignments
or bypasses for the road were also investigated, but were dismissed due to the extremely steep,
heavily wooded, and unstable terrain.
Planning staff, Operations staff, and the consultants coordinated closely on the field study,
analysis, and preliminary decision-making stages of this project. The general consensus of
staff, based on review of all the alternatives, is that Alternative C2 - repair to maintain part as
a road and part as a trail, with only partial upgrades at this time - is preferred. This has an
estimated cost of$403,750. This alternative is thought to be a reasonable compromise
R-99-37 Page 3
between environmental, financial, and vehicle access objectives. It will preserve access from
above and below the most problematic stretch of road over the long term (reach 6 on
Attachment 3), and may allow through access for patrol vehicles (pickup trucks) in the short
term. It recognizes that permanently maintaining the portion of Purisima Creek Road for
vehicle access in the narrowest part of the canyon would be an ongoing major maintenance
expense, and an impact on the natural hydrology and habitat that might be in conflict with the
Department of Fish and Game objectives.
To partially mitigate the impact of losing access to the road for vehicles, limited realignment
and drainage improvements to Harkins Trail on the north and Borden Hatch Trail on the south
are proposed as part of the project. These improvements are estimated to cost approximately
$20,000, which is not included in the $403,750 estimated above.
In addition to repairs to Purisima Creek Road and improvements to Harkins and Borden Hatch
Trails, part of the proposed project will be the removal of the failed Grabtown Gulch Bridge.
The bridge is a recycled rail car that is structurally sound. The embankment that supports the
bridge has been washing away, causing the bridge to be unsafe. Mr. Best has determined that
the bridge immediately downstream on Purisima Creek is probably built too low to the creek,
which could potentially impede storm flows and cause the road and bridge to be washed out.
In addition, the abutments of this bridge are considered unstable. The proposed solution is to
replace the current bridge with the longer Grabtown Gulch Bridge, thus providing a higher
level bridge and more area for stream flow. The Grabtown Gulch Trail would be modified to
form a loop with the Borden Hatch Trail by constructing a connection in the alignment shown
in Attachment 1. Relocating the bridge and realigning the trail are anticipated to cost
approximately $28,820, which was approved by FEMA for repair of the bridge. This amount
is also not included in the $403,750 estimate for repairing Purisima Creek Road. Staff will
apply to FEMA for approval to use the funding for this alternative project.
There are two additional bridges on Purisima Creek Road east of the Grabtown connection.
Both bridges are in questionable condition from the standpoint of stability of the bridges and
the log-buttressed embankments that support them. Although temporary shoring can be used
to make the bridges safe for construction vehicle access, and they may still be suitable for
patrol vehicle access, in the long term they will have to be replaced at a cost of approximately
$100,000 each if access for patrol vehicles is to be maintained. Replacement with pedestrian
bridges, consistent with the closure of the middle stretch of the road to vehicles, would cost
approximately one-half to one-third of this amount. Bridge replacement in this area would be
a future project.
The estimated cost of$403,730 for the road repair project is based on costs experienced by the
District for storm repair work from the 1995 disaster. These costs were extremely high due to
the remote location; very busy construction activity throughout the region which resulted in
lower bidder interest and higher prices; extensive permit requirements, costs and conditions,
primarily through San Mateo County; and extensive use of engineering consultants to
administer the projects due to the limited expertise and time available from Planning staff.
R-99-37 Page 4
Although, in order to be conservative, these unit prices are used for the cost estimates, staff
intends to take several steps to try to significantly reduce the cost for the repairs. Grading
permits for the work would normally be required from San Mateo County; however, staff has
been working with the San Mateo County Resource Conservation District to take advantage of
their ability to exempt the District from permit requirements. The District now has a Planner
II on staff with substantial construction experience who will organize and manage the work at
lower cost. The work will be bid earlier in the season and every effort will be made to
encourage contractors to bid. The work will be bid on a unit price basis so that it will be more
efficient to add or deduct elements of the work in the field. Thus staff hopes that the work can
actually be done for much less than the $403,750 estimate, although this amount reflects actual
past experience.
The overall estimated project cost includes approximately $400,000 for the road repairs,
$20,000 for Harkins and Borden Hatch Trail improvements, and $30,000 for the Grabtown
bridge relocation and trail reroute, for a total of approximately $450,000. The work is
proposed to be completed over a two-year period as shown in Attachment 4. A total of
$200,000 is budgeted for Purisima Creek Road repairs and $30,000 is budgeted for disposition
of the Grabtown Gulch Bridge in the 1999-2000 fiscal year budget. The work during fiscal
year 1999-2000 is proposed to include approximately $180,000 for Purisima Road repairs,
$20,000 for the Harkins and Borden Hatch trail improvements, and $30,000 for the Grabtown
bridge and trail relocation, for a total of$230,000. Approximately $220,000 would be
required the following year to complete the road repairs if the costs hold true to the estimates.
If bid prices allow, more work will be completed in 1999-2000 and the cost for the following
year's project will be reduced or, if possible, eliminated. Approximately $130,000 of the
project costs will be covered by the already-awarded FEMA grants. In theory, FEMA will
reimburse the District for the full cost of the repairs if the District can justify them, which
staff would attempt to do. While experience indicates that full reimbursement is not likely,
past appeals have yielded significant additional reimbursement.
Based on Board approval of the repair approach, staff will work with Mr. Best and engineering
consultants to prepare bid documents and solicit bids for the first phase of repair of the road
and relocation of the Grabtown Gulch Bridge. These repairs would take place during the
summer of 1999, based upon formal Board award of a final contract. Staff will return to you
in approximately one month for final adoption of the Use and Management Plan amendment
for the Grabtown trail and bridge.
CEQA COMPLIANCE
Project Description
The project consists of repairs and minor upgrades to existing unpaved patrol roads and trails
in the 3,115-acre Purisima Creek Redwoods Open Space Preserve, located on the west flank of
the Santa Cruz Mountains in San Mateo County. The repairs and upgrades are intended to
address bank failures and erosion from major storms that occurred in 1998 and to address
general grading and drainage deficiencies and deterioration in these former logging roads. In
R-99-37 Page 5
addition, a 0.3-mile segment of new non-vehicular trail is proposed in order to eliminate a
creek crossing and bridge that has failed due to bank erosion.
Project Determination under CEQA
The District concludes that the project is categorically exempt from the California
Environmental Quality Act (CEQA) under sections 15301 and 15302 of the CEQA guidelines.
Section 15301 states that "the operation, repair, maintenance, or minor alteration of existing
public or private structures or facilities involving negligible or no expansion of use beyond that
previously existing" is exempt from CEQA. Section 15302 states that "replacement or
reconstruction of existing structures and facilities where the new structure will be located on
the same site as the structure replaced and will have substantially the same purpose and
capacity as the structure replaced" is exempt from CEQA.
Prepared by:
Randy Anderson, Senior Planner
Contact person:
same as above
PURISIMA CREEK REDWOODS OPEN SPACE PRESERVE
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ATTACHMENT 1
ATTACHMENT 2
TIMOTHY C. BEST, CEG
® ENGINEERING GEOLOGY AND HYDROLOGY
1803 Mission Street, Suite 403 Santa Cruz, CA 95060
(831)425-5832 • Fax: (831)425-5830 0 e-mail:tbest@cruzio.com
PURISIMA CREEK ROAD DiVENTORY
SUMMARY REPORT
Revised
February 25, 1999
Prepared for:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Job No: MROSD-PC-160.
ENGINEERING GEOLOGY 9 GEOMORPHOLOGY •HYDROLOGY •WATER RESOURCES
Purisima Creek road Inventory:Summary Report -2- Revised: February 25,1999
INTRODUCTION
Purisima Creek Road extends 4.5 miles from the paved county road on the west to Skyline
Boulevard on the east(Map 1). The road is used primarily for recreational purposes(hiking,
mountain biking and equestrian riding)but also provides important maintenance and fire access to
the interior of the Purisima Creek Redwoods Open Space Preserve. Portions of the trail follow a
historic logging road that extends up the stream bed of Purisima Creek. The 1997/98 winter
storms resulted in several washouts, slides and other erosion problems that damaged and
narrowed the road in several places and will require road reconstruction if vehicular or trail use is
desired. The erosion also resulted in significant volumes of sediment to be discharged into
Purisima Creek, which is considered detrimental to the aquatic habitat.
Because of the erosion and sedimentation that occurred, MROSD requested an assessment
of the road alignment to evaluate past and potential road erosion and stability problems along a
portion of Purisima Creek Road in the context of both road use and potential impact to the
aquatic habitat. The purpose of this road inventory was to perform a physical inventory of
existing and potential erosion and stability problems along the road/trail alignment and to develop
appropriate measures designed to repair existing road damage and prevent future road-related
erosion and instability.
RESULTS OF ROAD INVENTORY
Purisima Creek Road is inherently prone to erosion and instability because of the steep slopes the
road is forced to cross and the close proximity of the road to the stream channel. The road
inventory identified four mechanisms of road-related erosion and/or instability: 1) Stream bank
erosion, 2)Landslides, 3)Fluvial erosion at stream crossings, and 4)Road surface erosion.
Understanding the dominant erosion processes responsible for road damage provides valuable
insight into how future erosion may impact the road and how best to allocate resources to prevent
future erosion and instability.
EROSION PROCESSES
Channel Bank Erosion: Channel bank erosion results in the bulk of erosion and instability along
Purisima Creek Road and presents the greatest threat to future long term stability of the road. Six
segments of the road totaling 570 feet, were partially washed out from the high storm flows last
year. These problems are essentially caused by the road being located too close to the stream
channel and the outside edge of the road being unprotected from channel bank erosion. In some
areas the problem was compounded by narrowing of the active channel with road fill and the
decomposition of woody debris incorporated within the fill material (such as the old corduroy
logs) or decomposition of crib logs used to retain the fill.
These seven areas represent only a small portion of the road network that could be
impacted by channel bank erosion. There are nine other locations totaling 1160 feet where the
road is located immediately adjacent to the stream channel and where future channel bank erosion
could undermine a portion of the road prism. Because many problems arise from instream
obstructions (log jams), predicting exactly where the next washout will occur is difficult.
T1Mf1TAV!` Rri CT�VVC
Purisima Creek road Inventory:Summary Report -3- Revised: February 25,1999
Reopening the road past existing washouts will require either relocating the road away
from the stream corridor(if possible) or reconstructing/rebuilding the failed portion of the
roadway. Relocating the road away from the washouts is generally preferred, but may not always
be possible because of the steepness of the side slopes. In areas where the slopes are too steep to
move the road, rebuilding the failed portion of the roadway on either rock rip-rap or log cribbing
will be necessary. The placement of rock rip-rap, however, is expensive and may have direct
negative consequences on the aquatic habitat of Purisima Creek. The amount of rip-rap required
can be reduced if the road is to be abandoned for vehicular use, but maintained for trail use.
Mitigating future road damage from bank erosion requires either relocating the road away
from the stream channel or armoring the channel bank below the road. Again, because of the
steepness of the slope, relocating the road is probably not feasible in most instances. Armoring
the channel bank would protect the road from future erosion but is an expensive remedial measure
and may have direct negative impacts on the aquatic system. Further, because of the length of
road involved, protecting all reaches from future erosion is probably not feasible.
Landslides:Landslides related to the road system are divided into cutbank failures and road fill
failures. Several old to recent cutbank failures were identified along the road alignment. Most
slides have been be simple slumps incorporating only a few tens of yards of debris with limited
downslope displacement and minimal sediment delivery to the stream. The major problem
associated with these future slides is damage to the road surface and blocking of vehicular traffic.
In most instances the debris can be removed by excavating and end hauling to a stable location,
although such practices will increase the potential for cutbank instability. In some instances it
may be necessary to buttress the cut or reconstruct the outside edge of the road on engineered fill.
Few recent shallow fillslope failures(excluding failures associated by undercutting of the
road by channel bank erosion)were observed. This is probably because the majority of the road is
old and"seasoned". Those failures that would most likely occur have already failed and the fill
prism is essentially"stable". Overall, fill instability(excluding natural channel bank erosion that
might undermine the fill prism) appears to be a relatively minor erosion problem along the
alignment. A large fill failure cannot be discounted, however.
Stream Crossing Erosion: Twelve stream crossings were inventoried along Purisima Creek
Road; eight culverts and three bridges. Most of the culverted crossings appeared old and nearly
all appeared undersized for a 50-year flow. Roughly half of the crossings exhibit a potential for
stream diversion(the road slopes away from the crossing). In these cases if the culvert were to
plug, stream flow would be diverted out of the natural channel and down the road where it could
result in significant erosion and road damage.
Although nearly all of the culverted crossings were undersized and many were partially
plugged with sediment, only one of the larger crossings failed and resulted in significant erosion
due to last year's floods(Crossing C1). Future erosion should be expected at the other crossings
if they fail.
T1MnTRV r RFCT�rFr_
Purisima Creek road Inventory.Summary Report -t- ReWsed' February 25,1999
There are three bridge crossings along the alignment. Two of the bridges are on Purisima
Creek and the third on a large tributary stream. Two of the bridges do not present a problem for
stream flow constraint or bank erosion. However, the structural integrity of the bridges was not
evaluated as part of this inventory. One of the bridges(BRl), however, may be located within the
100-year flood elevation, and has potentially unstable abutments.
In addition to the three bridges on Purisima Creek Road, a bridge connecting to Grabtown
Gulch Trail is located just upstream of bridge BRl. The southern abutment of the bridge has
failed and the bridge down dropped several feet due to severe erosion of the steep embankment
due to last year's high stream flows. The bridge is considered unstable and is closed to use.
Though it is not part of the scope of this study, repositioning the Grabtown Gulch bridge in its
original position would require extensive reconstruction, retaining and armoring of the south
creek embankment, which is probably infeasible due to economics and relative environmental
impacts.
Road Surface Erosion: Erosion of the road surface is a result of inadequately spaced cross
drains, allowing runoff to be concentrated on the road surface for long distance. Presently most
(70 to 80%) of the road appeared adequately drained. Some of the cross drains (waterbars and
rolling dips) appear undersized and are expected to break down or infill with sediment in the near
future. As these structures break down, the amount of erosion, sediment delivery and damage to
the road system is expected to increase unless the structures are maintained or regraded.
The road should be regraded to enlarge existing cross drains and to install additional cross
drains where none are present. Outsloping the road or installing large rolling dips would alleviate
much of the need for future grading of the road surface. Rocking the road surface would reduce
much of the erosion of the road surface.
SITE CLASSIFICATION
Major Sites: The inventory identified 9 Major Sites where the road was notably damaged as a
result of last year's storms and where road reconstruction or upgrade is required. These sites
include large washouts from channel bank erosion, stream crossing failures, and slumping of the
cut bank.
The inventory also identified 14 other Major Sites there is a potential for significant erosion or
instability in the event of a future large storm event. At each of these sites proactive erosion
control measures may be necessary to prevent future erosion and road damage.
Thirteen of the 23 Major Sites of these sites are considered"Critical Sites". A Critical Site is
where there is a potential for extreme erosion and road damage if left untreated and where the
economic and environmental cost of the repair could be substantial.
tenor Sites:Besides these larger sites, there were 15 small or Minor Sites, where the amount
erosion is not expected to be significant enough to result in substantial damage to the road or
result in significant quantities of sediment to be discharged into the fluvial system. These sites
include the smaller stream crossings, wet areas, minor cutbank failures and areas of poor road
T1MnTAV r RFQT rFrr
6
Purisima Creek road Inventory.Summary Report -5- Revised: February 25,1999
drainage where erosion of the road surface or ponding of water occurred as a result of last years
storms. Although the amount of erosion and sediment delivery at any given minor site was not
large, cumulatively they may have a pronounced effect.
Table 2 (located within the text of the report) summarizes the number of sites inventoried by
Road Reach. The segments of road with the most severe problems are Reaches 2, 4 and 6.
TREATMENT PRESCRIPTIONS
Preliminary prescriptive treatments were developed at each inventoried site. These measures
include 1)those designed to repair the existing road damage from last year's storms and 2)those
which are proactive and are designed to prevent future erosion and road damage. Generalized
treatment prescriptions are discussed in the section of the main text titled EROSION
PROCESSES. Preliminary specific treatment priorities were developed for each site and are
included in Appendix 1. At most Major Sites additional geologic and engineering work may be
required before treatment prescriptions can be finalized. Additional work includes surveying, soil
strength analysis, determination of stream flows and flood elevations, and specific design analysis.
The type of prescriptive treatment is dependent upon the long term goals for the road. The
recommended treatment will be different if the road is to be reopened for vehicle use than if the
road is to be reopened at a narrower width for solely for trail use. Purisima Creek Road is
inherently prone to erosion and instability because of the steep slopes the road is forced to cross
and the close proximity of the road to the stream channel. The amount of damage the road
received last year is not surprising. A similar or greater amount of damage could occur in the
future during a similar large storm event. Thus, if the road is to be reopened for vehicle use, the
District would be wise to make a long term financial commitment to maintain the road in a safe
and stable manner.
Two sets of treatments and cost estimates have been outlined in this report. The first provides
preliminary design criteria to repair and upgrade the road for vehicular passage. The second
provides preliminary design criteria to repair and upgrade the road solely for trail use. Preliminary
design criteria and cost estimates for each site are outlined in the road inventory database found in
Appendix 3. At roughly half the inventoried sites, additional analysis will be required to develop
final design criteria for any road repair or erosion prevention. In several instances a civil or
geotechical engineer will be required.
TREAT LENT PRIORITY
Not all sites have the same need or urgency of repair. Treatment priorities are dependent upon a
number of independent factors, including amount of existing road damage, potential for future
erosion, potential impact to the road system, potential environmental impact, and type of long
term road use(road vs. trail). Further, because of the length of road involved, protecting all
reaches from future erosion is probably not feasible.
Treatment priority was ranked as Low, Moderate or High. In this analysis, treatment priority is
based on the need to upgrade the road for vehicular access. If the road is not to be upgraded, the
priority or treatment may be different.
Tn4�nTAy r uFCT r�r_
Purisima Creek road Inventory:Summary Report -6- Revised: February 25,1999
Road Repair- 1997-98 Winter Road Damage:High Priority/Low-High Cost
There are 9 sites where the road was notably damaged because of last year's storms, and
where road construction and repair will be required to reopen the road for vehicle traffic(1997-98
Winter Road Damage). These sites are considered to have the highest priority for treatment.
Road Upgrades (Treatable):Moderate to High Priority/Low Cost
There are 6 major sites where preventative erosion control measures(road upgrades) can
be easily implemented and are considered to have a moderate to high treatment priority.
Road Upgrades (Optional Treatable):Low to Moderate PriorityMigh Cost
At 8 sites, however, road upgrades designed to prevent future erosion or to ensure road
stability will be extensive, costly and the success of such measures uncertain. These are all areas
where future channel bank erosion could undermine the road, and reconstructing or armoring the
toe of the slope would be necessary to prevent future erosion. When considering erosion
potential and the economic and environmental costs of the repair, armoring the toe of the slope
may not be feasible or warranted at this time. It may be more prudent to repair the site only after
it fails. Planting the slope with redwood trees may increase stability slightly by providing
increased root reinforcement. Although erosion control measures may not be implemented at this
time, the District should be aware of the cost of repairs that may be needed if and when the site
washes out. These nine sites are considered to have a moderate treatment priority.
Repair and/or Upgrade-tenor Sites (Treatable):Low to High Priority/Low Cost
There are 15 Minor Sites where some road-related erosion has occurred or could occur.
The amount of erosion or road damage is not considered as great as for Major Sites, although
cumulatively it could have significant impacts on the road system and/or to the stream network.
The treatment priority of these sites is variable, dependent upon the likelihood of future erosion.
Sites that have a greater potential for erosion have a higher treatment priority. Because the costs
of these repairs are generally very low, most should be implemented.
General Regrading
In addition to the inventoried sites, about 20% of the road alignment should be regraded to
enlarge existing or add new cross drains(i.e., rolling dips or outsloping). The location of such
structures will need to be flagged prior to grading.
PROJECT COSTS
Construction costs for the recommended treatments were based on average unit costs provided by
MROSD for similar projects and modified for site-specific conditions. Approximate costs for
each site is based on data provided by MROSD (See Appendix 4 of the main text). Land
surveying, engineering and contingency cost factors were provided by MROSD. Total estimated
cost of the project broken down by treatment type and is summarized in the following Table.
The greatest cost for road repair of 1997-98 winter storm damage occurs along Reach 6, and
accounts for 60% of the total estimated cost. The total cost of the project is estimated at
$1,378,750 for repair and upgrades of the road for vehicle use and $324,219 for trail use.
MMOXHv r RTCT�rrr_
Puristma Creek road Inventory:Summary Report -7 Revised: February 25,1999
APPROXIMATE PROJECT COST
PURISIMA CREEK ROAD REPAIR/UPGRADE
ROAD USE TRAIL. ROAD and TRAIL.
Upgrade Partial Upgrade Partial Upgrade Partial
Upgrades Upgrades Upgrade
Option Option Option Option Option Option
Al A2 BI B2 C1 C2
CONSTRUCTION COSTS
Road Repair- 1997-98 Winter $221,000 $221,000 $ 70,000 $ 70,000 $130,000 $130,000
Major Sites Rand damage
Road Upgrades- Treatable $ 37,000 $ 37,000 $ 33,000 $ 33,000 $ 33,000 $ 33,000
Major Sites
Road Upgrades- OptionallFuture $427 000 $ 0 $ 4,375 $ 0 $127,000 $ 0
Major Sites Treatment
Road Treatable $ 16,000 $ 16,000 $ 15,000 $ 15,000 $ 16,000 $ 16,000
RepairlUpgrades-
Minor Sites
Regrading of Road $ 7,000 $ 7,000 $ 7,000 $ 7,000 $ 7,000 $ 7,000
Bridge Costs(approximate) $300,000 $300,000 $100,000 $100,000 $100,000 $100,000
SUB TOTAL $1,008,000 $581,000 $229,375 $225,000 $413,000 $286,000
LAND SURVEYING $ 19,000 $ 11,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000
ENGINEERING AND $ 76,000 $ 41,000 S 20,000 $ 20,000 $ 42,000 $ 27,000
CONSTRUCTION CONTROL
25%CONTINGENCY $275,750 S 158,250 $ 64,844 $ 63,750 S 116XO S 80,750
TOTAL PROJECT COST $1,378,750 $ 791,256 $324,219 $318,750 $581,250 $403,750
TrMnTAy r RFQT rrr_
Purisima Creek road Inventory:Summary Report -& Revised: February 25,1999
RECOMMENDATIONS AND OPTIONS
There are several alternatives for repairing and upgrading the alignment, based upon the level of
future use(road vs. trail) and the future level of stability desired (repair vs. upgrades).
OPTION A: ROAD USE
In this option the road would be maintained for vehicle use. This is the most costly option
presented and would likely have the greatest negative impact on the stream system through the
placement of rip rap along portions of the active channel. The principal benefit is that full
vehicular access for patrol, fire and maintenance would be retained.
Option Al:Road Repair and Upgrades- ($1,379,000)
This option includes repairing all sites that failed in 1997 and upgrading those additional
sites that could substantially impact the road prism and/or stream network during a future
large storm event.
Option A2:Road Repair and Partial Upgrades- ($791,000)
This option includes repairing all sites that failed in 1997 and a partial upgrade of only
those sites where existing road damage is present or where erosion control measures can
be easily implemented. This would mean delaying full treatment of the"Potential
Treatable Major Sites" and repairing these sites later, or only after they fail. This would
result an initial savings of about $587,500 over option Al. Ultimately, however, these
untreated sites will fail sometime in the future during major storm events. Thus, any
savings would come only from the delay in treatment, and there may be increased
environmental and trail use impacts from the failures.
OPTION B: TRAIL USE
In this option, the road would be converted to trail use. This is the least costly option of the three
present. Significant cost savings would be achieved since many of sites that require substantial
repair for road use would not require the same level of treatment if the road is converted to a trail.
The principal benefits are lower repair costs, lower maintenance costs, and less environmental
impact to the stream system. There are, however, some logistical problems associated with
equipment access for the repairs over potentially unsound bridges. This would need to be
addressed in the project work plan, potentially by temporary sharing of the bridges. The principal
disadvantage is vehicular access to the interior of the preserve for patrol, fire and maintenance.
Option BI: Trail conversion with Upgrades- ($324,219)
This option includes repairing all sites that failed in 1997 and upgrading those additional
sites that have a moderate to high potential of substantially impacting the trail prism and/or
stream network during a future large storm event. The trail would be maintained at a 4 to
8 foot width.
Option B2 Trail conversion with Partial Upgrades- ($318,7S0)
In this option, the road would also be converted to trail use. However, repairs and
upgrades would include only those sites where existing trail damage is present or where
erosion control measures can be easily implemented. This would mean delaying full
TymnTFfy r RrCT rx,r
Purisima Creek road Inventory:Summary Report -9- Revised. February 25,1999
treatment of the"Potential Treatable Major Sites" and repairing these sites later, or only
after they fail. This would result an initial savings of$5,500.
ROAD/TRAM USE
This is a compromise between Options 1 and 2. In this option most of the road will be maintained
for vehicular access, but the 4500 foot long segment between the lower Purisima Creek bridge
(BRI, Stn 6387) and PW09 (Stn 10920)(Reaches 5 and 6), which would be the most expensive
to repair and/or upgrade, would be converted to trail use.
The advantages of this option are mostly economic. By converting the road to trail use, Bridges 2
and 3, which appear adequate for trail use but are probably unstable for heavy vehicular use
would not need to be replaced in the near term, and ultimately could be replaced with
pedestrian/equestrian bridges, which would be much less expensive than vehicular bridges. It is
possible that the bridges would be able to support limited patrol truck traffic, although additional
engineering studies would be required to confirm this. Bridge I would still need to be replaced
since the western abutment appears unstable and the entire bridge is located within the 100 year
flood plain. The failed Grabtown Gulch Bridge, located just upstream of bridge BRI, can be used
to replace the lower Purisima Creek bridge. Retaining Bridges 2 and 3 for trail use would save
approximately$210,000 over Option Al, which is the estimated cost of replacing the bridges.
Additional cost savings would be achieved by minimizing the amount of repairs on Reach 6
located between W08 and PW9. This short 1800 foot long segment of road has the greatest
potential for significant future erosion and requires the most extensive and costly repair measures.
Converting this segment of road to trail use saves an additional $532,500 over Option Al. Total
cost savings is estimated at$732,500 over option Al.
The principal disadvantage is that vehicular access from the ridge top to the valley bottom no
longer exists, although there would still be ATV access. The environmental impact would be
greater than if the entire road was converted to a trail but less than if the road was maintained in
its entirety for vehicular access. An advantage is that until bridges 2 & 3 are determined to be
structurally unsound, patrol vehicle access is available to most of Purisima Creek Road from one
and/or the other.
Option CI Road/Trail Repair and Upgrades- ($S81,2S0)
This option includes repairing all sites that failed in 1997 and upgrading those additional
sites that have a moderate to high potential of substantially impacting the trail prism and/or
stream network during a future large storm event. The road would be maintained at a 12'
to 16'width, the trail would be maintained at a 4 to 8 foot width.
Option C2 Road/Trail Repair and Partial Upgrades- ($403,750)
Option C2 is the same as Option C I except repairs and upgrades would include only those
sites where existing trail damage is present or where erosion control measures can be
easily implemented. This would mean delaying full treatment of the"Potential Treatable
Major Sites" and repairing these sites later, or only after they fail.
TTMnT HV r itFQT rTi f_
Purisima Creek road Inventory:Summary Report -10- Revised: February 25,1999
SUMMARY
The following summarizes the different alternatives for repairing and upgrading the alignment.
OPTION A: ROAD
Al: Road Repair and Pros: Cons: $1,379,000
Upgrades • Full vehicle access. • Most Expensive.
• Most major problems. • High maintenance costs.
areas would be corrected • Highest environmental impact.
minimizing the amount of
future repairs.
A2: Road Repair and • Full vehicle Access. • Expensive. $791,000
Partial Upgrades • High maintenance costs.
• Highest environmental impact.
• Future sites could fail closing the road
requiring road repair or
reconstruction.
OPTION B: TRAIL
BI: Trail Repair and Pros: Cons: $324,219
Upgrades • Least costly option • No vehicular access to the Preserve for
• Low Maintenance Costs patrol,fire or maintenance
• Least Environmental • Lack of access could impact future
Impact repairs
• Most major problems.
areas would be corrected
minimizing the amount of
future repairs.
B2: Trail Repair and • Least costly option • No vehicular access to the:Preserve for 1318,750
Partial Upgrades • Low Maintenance Costs patrol,fire or maintenance
• Least Environmental • Lack of access could impact future
Impact repairs
• Future sites could fail closing the road
requiring road repair or
reconstruction.
OPTION C: ROADfI RAIL
Cl: Road/Trail Pros: Cons: $581,250
Repair and • Partial vehicle access • No through going vehicle access from
Upgrades • Moderate Costs ridge top to valley bottom for patrol,
• Most major problems. fire or maintenance
areas would be corrected • Access to Bridge 3 may be difficult
minimizing the amount of due to damage at W08 and W09.
future repairs.
TiMnTAV r AWcT�rrr_
Purisima Creek road Inventory:Summary Report -11- Revised. February 25,1999
C2: Roa&Trail Pros: Cons: $403,750
Repair and • Partial vehicle access • No through going vehicle access from
Partial Upgrades • Low to Moderate Costs ridge top to valley bottom for patrol,
fire or maintenance
• Access to Bridge 3 may be difficult
due to damage at W08 and W09.
• Future sites could fail closing the
road requiring road repair or
reconstruction
Overall, the road is located in a geologically sensitive area of the watershed. Future erosion
should be expected during future large storm events regardless of land use options. Future
erosion could result in damage to the road system equal to what occurred last year. At several
locations(i.e., PW8A and PW9)future erosion could be so great as to require road abandonment.
Because of the high potential for future road damage and road-related erosion, the MROSD
should be committed (financially and logistically)to maintaining and implementing appropriate
erosion control measures along the entire stretch of road. The level of commitment can be
substantially reduced if the road is converted to trail use. The decease in access necessary for
patrol and maintenance could be partially mitigated by increasing patrol staff and/or authorizing
the use of ATV patrols.
TYMnTuv r RTCT'Vra
PURISIMA CREEK REDWOODS OPEN SPACE PRESERVE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
rl .pia
h Ridge
Pt=021
1.2 LEGEND
\uv
J`�r�ta` Ich 'oa, Station
G •
ote �c� 1200 1400 ,: 0.2
Major Site
� 2.2 ray\ 0.3
e .• uQ Minor Site
Harkins .•
•.••••••: Existing Washout
1000
Potential Washout
• Stream Culvert
® Bridge
�4
40 8001 vwt 'z; -- � reek •� Trail and bridge to ,_
uri5 Ditch Relief Culvert
I° y. 1.0 be removed
del Wet Area
a
`/ Be+ •
REACH y t30 10t REACH 2 r Uri6irna Cree � ••'•• • � Cut Bank Failure
'4F rail °dd• ' .
Coro. 'qCh, • •3 C4 �' Road Fill Failure
�,. �'••.
1200 n� �'�' ��� •'••• REACH 1 Reach Designation
• REACH �00
REACH 4 S 1.0 ; n
New trail alignment 1.4 ' "�° W09
RFgc Cg PurisiR`
ti
1600 .S r'�iz Cad � S •P.,
-�—
urisima Cre
ATTACHMENT 3
ATTACHMENT 4
PURISIMA CREEK ROAD REPAIR COSTS AND RELATED
PROJECTS
Total Current
Project Element Proposed Proposed Estimated FEMA Grant
1999/2000 2000/2001 Cost Award
Purisima Road Repairs $180,000 $220,000 $403,750 $100,355
Alt. C2 (rounded to
$400,000
Grabtown Bridge $30,000 $30,000 $28,820
(& Trail)
Harkins&Borden Hatch $20,000 $20,000
Trail Improvements
Totals $230,000 $220,000 $450,000 $129,175
(consistent with
proposed budget)
Regional Open ,pace
s
R-99-36 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-07
March 10, 1999
AGENDA ITEM 4
AGENDA ITEM
Authorization to Purchase Four Vehicles at a Total Costfof$89,993,
GENERAL MANAGER'S RECOMMENDATIONS
1. Approve the attached Resolution of the Board of Directors of the Midpeninsula
Regional Open Space District Authorizing the Department of General Services of
the State of California to Purchase Certain Items for the Midpeninsula Regional
Open Space District.
2. Direct the General Manager to execute a purchase contract with the State
Department of General Services for two patrol trucks and two crew trucks for a
total cost of$89,993.
DISCUSSION
The District's five-year capital equipment schedule provides for two additional patrol trucks and
two additional crew trucks in fiscal year 1999-2000.
Purchase orders for vehicles acquired through the State of California Department of General
Services(DGS)must be placed prior to the manufacturer's cut-off date. The cut-off date for these
vehicles is March 12, 1999,prior to the beginning of the District's upcoming fiscal year. The
District's ability to purchase vehicles through DGS provides a significant cost saving and greatly
reduces the amount of staff time that would otherwise be required if the District conducted a
separate bid process, instead of participating in the DGS competitive bid process.
These two additional patrol trucks will accommodate the two new proposed ranger positions,
increasing the patrol fleet to eighteen vehicles. The two crew trucks will be used to transport both
crew and equipment to work sites. These new trucks will also facilitate transportation of
volunteers to remote locations.
The Administration and Budget Committee reviewed this recommendation at its February 8
meeting and supports inclusion of the total cost of these vehicles in the 1999-2000 fiscal year
budget. The Committee supports the continued use of the State of California Department of
General Services purchasing program.
Prepared by:
David Topley, Support Services Supervisor
Contact person:
Same 330 Distel Circle . Los Altos, CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail:mrosd@openspace.org . Web site:www.openspace.org 101,
Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz 9 General Manager:L.Craig Britton
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING THE DEPARTMENT OF GENERAL SERVICES
OF THE STATE OF CALIFORNIA TO PURCHASE CERTAIN
ITEMS FOR MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
The Board of Directors of the Midpeninsula Regional Open Space District does hereby resolve that
the Office of Procurement, Department of General Services of the State of California is hereby
authorized to purchase vehicles for and on behalf of the Midpeninsula Regional Open Space
District pursuant to Section 10324 of the Public Contracts Code, and that Craig Britton, General
Manager, is hereby authorized to sign and deliver all necessary requests and other documents in
connection therewith for and on behalf of the Midpeninsula Regional Open Space District.
SeligmDa tipster
q - Ralnerl
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Claims No. 99-05
Meeting 99-07
Date: March 10, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5666 300.00 Americans for Our Heritage& Recreation National Summit--Registration-C. Britton &
M. Smith
5667 375.00 Aaron's Septic Tank Service Septic Tank Service
5668 130.49 ADT Security Services Alarm Service
5669 500.00 Arlie Land&Cattle Company Arlie Land Purchase
5670 728.35 Baron Welding & Iron Works, Inc. Sign &Gate Welding
5671 182.00 Battery-Tech Inc. Radio Battery
5672 2,863.02 Big Creek Posts&Split Rails--Windy Hill Preserve
5673 400.00 Bill's Towing & Recovery Towing Services
5674 318.00 Brian Kangas Foulk Teague Hill Planners
5675 89.27 Dick Bruhn, Inc. Uniform Supplies
5676 271.87 Cabela's Inc. Uniforms&ATV Ramps
5677 217.21 California Trails Foundation CA Trail Days Event Supplies
5678 253.35 California Water Service Company Water Service
5679 28.58 Carolina Biological Supply Microscope Slide Set-Nature Center
5680 227.75 Communications&Control Inc. P G& E Pump--Mt. Umunhum
5681 331.75 Continuing Education of the Bar Subscription Renewal
5682 49.90 Scott Cotterel Reimbursement--Uniform Supplies
5683 130.00 Decatur Electronics, Inc. Radar Certification
5684 642.08 Deluxe Business Systems General Accounting Checks
5685 210.80 Film To Frame Film& Developing
5686 90.22 Forestry Suppliers, Inc. Restoration Seeder-Spreader
5687 263.37 Foster Bros. Security Systems, Inc. Padlocks
5688 44.05 G& K Services Shop Towel Service
5689 2,211.94 Gardenland Power Equipment Field Tools& Equipment
5690 242.66 GreenWaste Recovery, Inc. Skyline Dumpster Service
5691 95.42 GTE Wireless Cellular Phone Service
5692 47.41 Honda Peninsula Helmet Liner
5693 58.46 Keeble&Shuchat Photography Staff Photo Prints
5694 289.41 Deane Little Reimbursement-Special District Conference
5695 4,636.00 Logistics Support Center-Southwest Region Reimbursement for Services Rendered by
Fire Cache CYA/CDF Crews-Russian Ridge Burn &
Misc. Fire Break Clearance Projects
5696 851.05 Los Altos Garbage Company Dumpster Service
5697 479.29 Lucent Technologies Phone Maintenance Service
5698 560.00 Merwin Mace Acquisition Consultant
5699 25.84 Madco Welding Supply Co., Inc. Refill OX/AC Tanks for Welding
5700 188.08 MCI Long Distance Phone Service
5701 496.51 MetroMobileCommunications Radio Repairs&Maintenance
5702 1,500.00 Mindego Ranch Road Dues-1996, 1997 & 1998
5703 317.60 Minton's Lumber&Supply Field Supplies
5704 28.30 Mountain View Garden Center Base Rock
5705 43.30 Mountain View Door Closer, Key& Lock Ser Padlocks
5706 113.06 Nasco Microscopes-Nature Center
5707 1,185.78 Navarone Mailing Services Spring Newsletter Mailing
5708 119.14 Noble Ford Tractor, Inc. Tractor Parts
5709 10,500,000-00 *** Old Republic Title Company Arlie Land Purchase
Page 1
Claims No. 99-05
Meeting 99-07
Date: March 10, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5710 2,839.50 Orrick, Herrington &Sutcliffe LLP 1999 Revenue Bond-Services Rendered
5711 17.69 Pacific Bell Telephone Service
5712 331.79 Peninsula Blueprint Printing &Mapping Services
5713 386.68 Pine Cone Lumber Co., Inc. Field Supplies
5714 1,197.60 PIP Printing Printing Services
5715 10.29 Pitney Bowes Inc. Postage Meter Reset Charges
5716 1,000.00 Tom Randall Rent Agreement—April
5717 2,835.00 Rebholtz Mechanical Enterprise Rental Wall Furnaces(2)
5718 46.77 REI Recreational Equipment Inc. Uniform Socks
5719 18.15 R. V. Cloud Co. Plumbing Repairs
5720 1,050.00 Rhus Ridge Association Road Maintenance Agreement
5721 6,619.35 Roy's Repair Service Vehicle Maintenance& Repair
5722 223.72 Russ Enterprises, Inc. Signs
5723 806.48 San Francisco Newspaper Agency Recruitment Advertisement
5724 324.60 San Jose Mercury News Recruitment Advertisement
5725 20.00 San Mateo County Resource Conservation Workshop Registration-R. Anderson
District
5726 10,398.34 Scribner Graphic Press Newsletter& Presentation Folder Printing
5727 247.75 *1 Second Cup Business Meeting Expense
5728 58.65 Skywood Trading Post Fuel
5729 204.74 Shell Oil Fuel
5730 1,300.00 South Bay Regional Public Safety Training Training--T. Lausten & D. Danielson
Consortium
5731 795.05 Summit Uniforms Uniforms
5732 625.00 Systems for Public Safety Recruitment Background Checks
5733 42.68 Tooland, Inc. Equipment Part
5734 112.50 Transworld Media Group Recruitment Advertisement
5735 49.63 Unocal Fuel
5736 20.07 *2 UPS Parcel Postage Service
5737 14.43 United Rentals Inc. Roller Rental
5738 1,669.50 U S Bank Note Paying Agent Fees
5739 117.10 West Group Payment Center Westlaw Access
5740 206.92 Michael Williams Reimbursement--Vehicle Expense&
Business Meeting Expense
5741 300.00 *3 Roberta Wolfe Recording Services
5742 300.00 Roberta Wolfe Recording Services
5743 167.65 The Workingman's Emporium Uniforms
5744R 935.20 Lanier Worldwide, Inc. Copier Lease Agreement
5745R 35,000.00 Miller Star& Regalia Legal Services
5746R 200.00 State Water Resources Control Board Water Rights Fees
5747R 884.97 Graniterock Road Maintenance Materials
5748R 244.81 Petty Cash Business Meeting Expense, Volunteer
Event Supplies, Vehicle Expense,
Software and Docent Supplies
Page 2
Claims No. 99-05
Meeting 99-09
Date: March 10, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
*1 Urgent Check Issued February 25, 1999
*2 Urgent Check Issued February 25, 1999
*3 Urgent Check Issued February 25, 1999
In the event Agenda Item 5 is not approved, this claim will not be processed.
In the event this acquisition is not approved, this claim will not be processed.
Total 10,593,758.92
Page 3
L
133 Mapache Drive
Portola Valley CA 94028
March 4, 1999
Senator Byron Sher
260 Main Street
Redwood City CA 94063
Dear Byron:
I am writing to thank you for all your work on the Headwaters Forest deal. I
know that you spent many weeks and months working to achieve an agreement, and
while the settlement is not perfect I believe it is the best that could be worked out.
I know that a large part of the credit goes to you, with your expert negotiating
skills. I continue to be glad that you are my State Senator, and will support you in any
way I can. Thank you!
Sincerely,
Be#tsy Crowder
Chuck Kozak I Coastal Alliance IT(650)728-8239 20/10/99 J)12:52 AM D 1/1
March 9, 1999
To: The Hon. Jed Cyr, President, and members of the Board of Directors
Midpeninsula Regional Open Space District
330 Distel Circle, Los Altos, CA 94022-1404
(650) 691-1200 FAX: (650) 691-0485
email: mrosdCalopenspace.org
Fe: 31/10/99Agenda Item concerning Michael Murphy's letter to Board regarding CAC membership
I
Dear President Cyr and Members of the Board;
I received copies of the 21/25/99 letter from Michael Murphy and the draft response from MROSD prepared
by your staff. I would like to encourage the board to adopt the proposed response. I waited until now to
write, as I wanted to hear the responses from the members of the CAC first.
I sensed the general feeling of the committee was that the various coastal areas were well represented and
that the process would give adequate chance for all concerns to be heard and be considered. I also felt that
they wanted to get on to the work at hand.
Mr. Murphy's letter contains several inaccuracies and misrepresentations, which I think should be clarified
before consideration. First proponents of Measure F did not "block" the appointment of Marina Stariha
from the Cabrillo Unified School District. Members of that board felt that the CUSD has enough work
without getting into land use issues, and voted to remove their organization from the CAC process. This
vote even occurred after those that were at their meeting to speak on the issue had left in an unscheduled
revisitation of the issue.
Secondly, there are only 5 members of the CAC that live on the bayside(MROSD Directors Davey,
Crowder, and Hanko, Supervisor Rich Gordon and POST's Audrey Rust), not six as Mr. Murphy claims.
He also claims that none of the other original live on rural coastal land: Of the other 5 original members, 3
of them (Stan Pastorino, Geoff Allen and Neil Curry) live in the rural area and own land that is as
"potentially subject to eminent domain by MROSD" as any other. Toni Danzig, one of the newly appointed
at-large members, also has large landholdings that fall into this category.
Mr. Murphy attempts to make the point that the CAC does not adequately represent the vote of the rural
area(57% against). If we must get into counting noses this way, I see two representatives from the rural
area that actively opposed Measure F(Geoff Allen from PMAC and Neil Curry from the San Mateo
County Agricultural Advisory Committee)and one that supported it(Toni Danzig, At-Large member).
This gives an immediate 2-1 ratio of No to Yes on Measure F. Add the representative from the Farm
Bureau and Betty Stone from the HMB City Council, who also sits on the Ag Adv. Committee and
opposed measure F, and you have a 4 to I ratio of No to Yes from the rural and fanning communities.
This is far beyond the 57-43% ratio of No to Yes.
In general, I feel the rural areas and the fanning community are well represented on the CAC. I think Mr.
Murphy's claims are an insult to the SouthCoast representatives who are dedicating their time and expertise
to this process.
I regret no being able to be there in person. Please forward to me notice of the results of this item , along
with any further correspondence you might receive on it. I appreciate your dedication to this process, and I
look forward to continued work with the District.
Thank you again for your continuing efforts and hard work.
Chuck Kozak, Coastal Alliance Open Space Working Group
PO Box 370702, Montara, CA 94037
Voice&FAX: (650)728-8239
m
w March 10, 1999
LD
a
a Dear President Cyr and Members of the Board of Directors,
I attended last night's CAC meeting and wish to commend all of you for the
courteous and attentive manner with which you have received the
comments of Michael Murphy regarding representation on the CAC.
I am sure that you %%rill receive letters from other citizens pointing out the
many inaccuracies in Mr. Murphy's letter to you -,n 1 .brill not restate them
H here. I must point out, however, that vvWle Mr Murphy removed his name
u, from consideration for one of the two additional seats which he deems are
� necessary, he encouraged that Nis. Marina Stariha be named instead, Ms.
a 5tariha made it clear at both the February 23 meeting and last night's meeting
H that while she will remain involved with the ongoing process, she does not
a wish to serve on the CAC. I am surprised that Mr. Murphy did not confer
a with her before transmitting her name to your Board.
The present thirteen members of the CAC seem eager to embark upon the
task at hand and none of them asked that an additional tu,o members be
added to their ranks While I'm pure that Mr. Murphy's concern" art- sinck-w
they seem misguided and are not at ail representative of any majority
opinion.
I urge you to retain the thirteen member CAC and thank you for your
continuing efforts and your commitment to this process.
co
N
Thank ou,
1-4
L !
CO r"
N � ,
LL1
April Vargas
cn P.O. Box 3702h5
Montara, CA 94037-0265
650-728-52I5
m
m
gram Martin Ra,ct, 'r Goard 31 Rate 3 �199 T rr a5 PM Rafe' cif 1
RAUCH Northern California Office
740 W Rincon Avenue
COMMUNICATION Campbell, CA 95008
I CONSULTANTS p: 408.374-0977
f: 408-374-2197
e: martin@rauchcc.com
COVERFACSIMILE
To: Board of Directors From: Martin Rauch
Fax #: 1-650.691.0485 Fax #: 408.3742197
Company: Midpeninsula Regional Open Tel #: 408.374.0977
Subject: Alma College Property
Sent: 3/10/99 at 2:18:58 PM Pages: 1 (including cover)
MESSAGE:
As a local citizen and business owner, I am writing in support of the District's purchase of
the maximum amount possible of the Alma college land. I believe there is very little that
could be more important to the future quality of life in the Valley then protecting the few
remaining properties of this type.
I don't know how the District is funded, but I would even support some sort of additional tax
or fee to help pay for this and other purchases.
I hope the Board will have the courage and foresight to provide the maximum protection to
this property regardless of the cost, pressure or difficulty.
Sincerely,
Martin Rauch
WinFax PRO Cover Page
Regional Open Space
1
1
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-06
SPECIAL AND REGULAR MEETING
BOARD OF DIRECTORS
February 24, 1999
MINUTES
I. ROLL CALL
President Jed Cyr called the meeting to order at 6:38 P.M.
Members Present: Betsy Crowder, Nonette Hanko, Mary Davey, Jed Cyr, Ken Nitz, Peter
Siemens, and Deane Little
Members Absent: None
Personnel Present: Craig Britton, Sue Schectman
II. CLOSED SESSION
J. Cyr stated that the Board would adjourn to Closed Session for the purpose of discussing closed
Session agenda Item 1.
The Board recessed to Closed Session at 6:38 P.M. and the Closed Session commenced at 6:39
P.M. The Board concluded the Closed Session at 7:20 P.M. and J. Cyr called the Regular
Meeting to order at 7:30 P.M. He noted that no reportable actions had taken place in Closed
Session.
Additional Personnel Present: Deirdre Dolan, John Escobar, Mary de Beauvieres, Jodi Isaacs,
Malcolm Smith, Randy Anderson, Michael Williams, Del Woods.
III. ORAL COMMUNICATIONS
Harry Haeussler, 1094 Highlands Circle, Los Altos, asked about the dirt work going on at the
new parking lot at Windy Hill. K. Nitz informed him that the Board had approved USGS looking
at fault areas there. Mr. Haeussler asked about the vandalism of fences reported in the monthly
field activity summary and said it looked like bikers. J. Escobar said they had just started
reporting vandalism in December and they did not know who did it.
Michael Marshall, Los Altos, talked about some pruning and cutting of trees on District land. He
suggested that they consult an arborist and provide more training to management and field people.
330 Distel Circle . Los Altos, CA 94022-1404 . Phone: 650-691-1200
FAX: 650 691-0485 . E-mail: mrosd@openspace.org . �Veb site:ww\�.openspace.orI
Board of Dtre(tors:Pete Siemens,Mary C. Davey,led Cyr, Deane Little, Nonette Hanko, Betsv Crowder, Kenneth C.Nitz •General Manager:L.Craig,Britton
Meeting 99-06 Page 2
J. Escobar replied that staff have consulted frequently with an arborist, and that 50,000 people
use the trail on a weekly basis. The trees at Rancho San Antonio were trimmed for safety
reasons.
IV. ADOPTION OF AGENDA
Motion& M. Davey moved that the Board adopt the agenda. K. Nitz seconded the motion.
The motion passed 7 to 0.
V. ADOPTION OF CONSENT CALENDAR
Motion.; P. Siemens moved that the Board approve the Consent Calendar, including
approval of minutes of the December 14, 1998 Special Meeting; a reply to a
written communication from Joe Callan, General Manager, Saratoga Country
Club, P. O. Box 2759, Saratoga; agenda item 3,Final Adoption of an Amendment
to the Use and Management Plan for the Mt. Umunhum Area of Sierra Azul Open
Space Preserve for the Establishment of an Employee Residence in the Vicinity of
Hicks Road; agenda item 4, Authorization for the President of the Board or Other
Appropriate Officer to Execute the Notice of Completion and Acceptance of Work
for the Bridge Replacement Project at the La Honda Creek Open Space Preserve;
and Revised Claims 99-04. B. Crowder seconded the motion. The motion passed
6to0.
VI. BOARD BUSINESS
Agenda Item No. 1 -Tentative Adoption of a Comprehensive Use and Management Plan
Amendment for a Trail Use Plan for Study Area 2 of El Corte de Madera Creek Open Space
Preserve; and Determination that the Recommended Actions are Categorically Exempt from the
California Environmental Quality Act—(Deport R-99-34),
M. de Beauvieres presented the staff report and recapped the process of preparing the trail plan.
She reminded Board members of the amendments regarding Trail Segment 79{"Devil's
Staircase"), Trail Segments 87 and 90 ("Outhouse Trail"), and Sierra Morena Trail.
N. Hanko said she was withdrawing her objection to Sierra Morena being a multi-use trail for
safety reasons and asked if staff had thought about any new trails that might be used for hiking
only once the parking lot was in place. M. de Beauvieres said this preserve is trail dense and,
because of use patterns that are already in place, staff probably would not look at a hiking-only
trail there.
K. Nitz asked if there were other technical trails in the preserve that have the same steepness. M.
de Beauvieres said there were some in the interior and pointed out one on the edge of the
preserve. J. Escobar said there are still quite a few trails with a 25% grade.
H. Haeussler asked if they could use Sierra Morena for hiking only and the one adjacent to it as
multi-use. He was informed that Trail Segment 81 was too steep.
Meeting 99-06 Page 3
Berry Stevens, 3265 Fair Oaks, Redwood City, member of ROMP, said he was disappointed with
staffs intention to close Trail Segment 79 and strongly supported alternate 2. He suggested
keeping trails open until the new trail is ready for multi-use. He said the average trail grade is
16%.
M. de Beauvieres said staff would like to move forward with construction of trails before the
parking lot is constructed. Staff are anticipating that all new construction will be completed this
year.
Patty Ciesla, coach of the Stanford Cycling team, objected to staffs determination to close
Devil's Staircase and Outhouse. She said the graph misrepresented the steepness of the trails, and
said it would be easy to realign them to make them less steep. She didn't think there was
adequate evidence that trail closures would work, and said no one wants to obey the rules
because there is no good reason. She asked that the District give them some options to get out of
the parking lot. She asked if the District was listening to them and if they were doing the best by
the land.
Alan Taylor, 1836 Poplar, Redwood City, said he rode once a week. He said he rides Trail
Segments 87 and 90 and they are not that steep. In addition, the bedrock has been exposed for
years; it is an outcropping. He talked about the difference in quality of experience and objected to
the closing of any trails. He said the definition of a technical trail is subjective. He suggested
looking at who uses that part and make that part for them.
Mark Trail, 1017 Mallet Ct., Menlo Park, said he enjoys riding the trails slated to be closed. He
supported Sierra Morena trail being multi-use. He pointed out that if the interest is in trying to
get mountain bikers out of the area close to the parking lot, having a trail like Trail Segment 79 is
a good way to do that.
Tom Fernwood, 1158 Burgoyne St., Mountain View, said Devil's Staircase is a great trail and
does not show any more wear and tear than it did eight years ago. He thought that closing Trail
Segment 79 was a mistake.
Bill Davis, Mountain View, addressed Trail Segment 79, asking that M. de Beauvieres identify in
what way erosion has been a problem. He said he didn't think any maintenance dollars had been
spent. M. de Beauvieres replied they had not spent anything because it has not been an
authorized trail. She talked about erosion, stating that the Douglas fir roots are exposed. In six
years, there has been a significant change.
Patty Ciesla said erosion is natural and normal and the way it is occurring there is not harmful to
the environment.
J. Isaacs said the District has had a geologist working in that area but not specifically on mountain
biking issues. Santa Cruz mountains are known for landslides and are very unstable. She said she
was concerned for the cumulative effects.
J. Escobar said there is a maintenance issue on 30% slopes. He talked about constructing
drainage structures on 30% slopes, stating they would not last even one year.
M
Meeting 99-06 Page 4
Berry Stevens said he didn't think anyone questioned that there was exposed bedrock and 12"
diameter roots on Trail Segment 79. He did not think there had been changes in those in seven
years. He did not think maintenance was required. Alan Taylor echoed B. Stevens' comments.
John Ziesler(no card) said he was not sure it was appropriate to designate the entire trail as being
in the 30% range, but more appropriate to look at the average.
Motion: B. Crowder 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; amend the Comprehensive Use and Management Plan for El Corte
de Madera Creek Open Space Preserve to include the Study Area 2 Trail Use Plan
as contained in the staff report; and tentatively adopt the Study Area 2 Trail Use
Plan for El Corte de Madera Creek Open Space Preserve, including the
amendments contained in the staff report. K. Nitz seconded the motion.
Discussion: K. Nitz said the Methuselah Trail is another way into the preserve. He said he was
glad to have Sierra Morena as a multi-purpose trail. P. Siemens talked about
leaving Trail Segments 87 and 90 open. M. de Beauvieres said that, typically with
new trail construction, staff leaves trails closed to uses other than hiking for the
first year.
.Amendment: N. Hanko moved to amend the motion to provide for leaving Trail Segments 87
and 90 open until the newly constructed trails have been in place long enough.
Second: P. Siemens seconded the amendment.
Discussion: J. Cyr said the Ad Hoc Committee voted to leave the trails open for another
season; however, since then, there has been more evidence of rogue trail
construction. He was concerned that if compliance becomes a problem, the
alternative is to close trails to that use completely. D. Little said he hoped they
could appreciate that Board members have a larger responsibility to the entire
community and flora and fauna. In addition, he said threats of violations if trails
are closed made him more likely to vote for closure and for additional money for
enforcement.
Vote on amendment: The motion was defeated 5 to 2 (Directors Hanko and Siemens voting yes).
Vote on original motion: The motion passed 7 to 0.
Patty Ciesla responded to Board members, stating her remarks were not intended as threats.
There was a recess from 8:58-9:05 P.M.
VII. Agenda Item No. 2- Proposed Addition of Foster Proper and Gift of Peninsula Open Space
Trust Proper to Saratoga Gap Open Space Preserve; Determination that the Recommended
Actions are Cate og; rically Exempt from the California Environmental Quality Act; Tentative
Adoption of the Preliminary Use and Management Plan Recommendations, Including Naming the
Meeting 99-06 Page 5
Property as an Addition to Saratoga Gap Open Space Preserve; and Indicate the Intention to
Dedicate the Properties as Public Open Space at this Time—(Report R-99-352
D. Woods described the property, the road and water systems, and potential trail connections. He
said staff needed to master-plan the area and understand it better before opening it to the public.
There are invasive species on the land, including Scotch broom.
M. Williams outlined the terms and conditions of the acquisition.
Motions K. Nitz 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 99-04, a Resolution of the Board of Directors of
the Midpeninsula Regional Open Space District Authorizing Acceptance of the
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(Saratoga Gap
Open Space Preserve—Lands of Foster) and Resolution 99-05, a Resolution of the
Board of Directors of the Midpeninsula Regional Open Space District Accepting
Gift of Real Property and Authorizing Execution of Certificate of Acceptance with
Respect Thereto (Saratoga Gap Open Space Preserve-Lands of Peninsula Open
Space Trust); tentatively adopt the Preliminary Use and Management Plan
recommendations contained in the staff report, including naming the property as an
addition to Saratoga Gap Open Space Preserve; and indicate their intention to
dedicate the properties as public open space at this time. M. Davey seconded the
motion. The motion passed 7 to 0.
VIII. INFORMATIONAL REPORTS
N. Hanko reported that: 1. M. Davey reported on her appearance at the Santa Clara County
Planning meeting on Stanford land. There will be another meeting on March 4. She asked if staff
would prepare a letter for that meeting. D. Woods said he would draft a letter. 2. The Coastal
Advisory Committee met last night and all ten members were present. They selected three at-
large members from among 19 applicants. The next meeting is on March 9, 7:30 p.m., Half Moon
Bay Community Center.
S. Schectman agreed with P. Siemens regarding non-voting alternates, stating the committee
could accomplish the same thing without them if they can't vote. She said it was a policy issue.
The committee can have whatever they want if they are willing to live with the legal issues.
N. Hanko said Toni Danzig, Chris Thollaug, and Bill Cook were appointed to the advisory
committee.
B. Crowder commended R. Anderson for his reply to the letter from Saratoga Country Club.
D. Little said he and C. Britton went to the Special District Institute presentation on Thursday
and Friday. The topic was"Introduction to Government".
Meeting 99-06 Page 6
J. Cyr said he understood that the presentations by J. Escobar and G. Baillie were well received at
CPRS.
C. Britton reported that: 1. The high point of the Special District Institute for him was getting to
know D. Little better, and it was a worthwhile institute. 2. M. Smith and he attended a press
conference Monday at the Presidio. Sen. Boxer and Cong. Miller announced a$2.3 billion annual
program for Land and Water. 3. Audrey Rust invited him to the three retreats POST is having.
4. Board members agreed that staff could discontinue the summary staff has prepared after each
Board meeting.
VIII. ADJOURNMENT
At 10:00 P.M. the meeting was adjourned.
Roberta Wolfe
Recording Secretary
Claims No. 99-04
Meeting 99-08
Date: February 24, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount 'Name Description
5590 475.00 Aaron's Septic Tank Service Septic Tank Service
5591 1,174.86 Acme&Sons Sanitation Sanitation Services
5592 20.00 All Laser Service Laser Printer Service
5593 30.75 AT&T Telephone Service
5594 76.00 Gordon Baillie Reimbursement-PRAC Conference
5595 30.00 Best Internet Communications, Inc. Internet Provider
5596 74.05 John Cahill Reimbursement-Cellular Phone
5597 1,045.00 Cambria Corporation Database Transfer Consultant
5598 120.00 California Parks& Recreation Society, Inc. Membership Dues
5599 30.63 Capitol Enquiry Inc. Resource Document
5600 361.77 Cascade Fire Equipment Company Fire Pumper Repairs
5601 189.00 *1 Annette Coleman Reimbursement-Parks Conference Reg.
5602 175.00 D & J Septic Tank Service
5603 892.50 Enshallah Inc. Teague Hill Consultant
5604 521.84 Farrelle Communications Radio Repairs
5605 62.50 Federal Express Express Mail Service
5606 1,000.00 *2 First American Title Company Escrow Deposit
5607 31.46 G & K Services Shop Towel Service
5608 635.00 GreenInfo Network GIS Map Services
5609 8694*- Green Waste Dumpster Service
580.00
5610 59.80 GTE Wireless Cellular Phone Service
5611 245.10 Home Depot Field Supplies
5612 6,170.13 Howard Rome Martin & Ridley LLP Legal Services
5613 336.62 Hyster Sales Company Bobcat Parts
5614 5802.26 Irvine&Cooper Law Offices MROSD Vs Esperson
5615 57.37 JC Penny's Uniform Coveralls
5616 1,140.00 Anne Koletzke FEMA Grant ApplicationI Consultant
5617 103.63 Langley Hill Quarry Drain Rock
5618 2,494.48 Lanier Worldwide, Inc. Copier Leases&Supplies
5619 536.25 MetroMobileCommunications Radio Repair and Maintenance
5620 1,365.00 Micro Accounting Solutions Computer Consultant
5621 105.57 Moffett Supply Company Janitorial Supplies
5622 30.00 Natural Areas Association Subscription
5623 3,000.00 *3 Navarone Industries, Inc. Spring Newsletter Printing
5624 790,000.00 *** North American Title Company Foster Acquisition
5625 174.07 Northern Energy, Inc. Propane Gas and Tank Rental
5626 55.94 Northern Tool & Equipment Company Propane Torch
5627 103.00 Novagraph, Inc. Software
5628 760.64 Office Depot Office Supplies
5629 216.49 Office Max Recording Transcriber
5630 836.48 Orchard Supply Hardware Field Supplies
5631 1,071.90 Pacific Bell Telephone Service
5632 255.64 Pitney Bowes Credit Corporation Postage Meter Lease
5633 600.00 Portola Park Heights Property Association Road Dues-Two Properties
Page 1
Claims No. 99-04
Meeting 99-08
Date: February 24, 1999
Revised
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5634 150.00 Pt. Montara Lighthouse Hostel Meeting Facility Rental
5635 7,461.25 Rana Creek Habitat Restoration Grassland Study Consultants
5636 34.13 Rayne Water Conditioning Water Service
5637 507.63 Rice Trucking/Soil Farm Trucking Fees-Windy Hill
5638 394.25 Rich's Truck Tire Service Tire Disposal & a Tire Repair
5639 15.01 Roberts Hardware Plumbing Repair Parts
5640 324.60 San Jose Mercury News Recruitment Advertisement
5641 44.95 Susan Schectman Reimbursement--Phone Calls
5642 184.87 Second Cup Local Business Meeting Expense
5643 150.36 Shell Oil Company Fuel
5644 119.08 Silacci's Feed Barn Gate
5645 70.31 Skyline County Water District Water Service
5646 25.27 Staples Office Supplies
5647 52.00 State Water Resources Control Board Water Rights Report
5648 625.00 Systems for Public Safety Background Checks-New Recruitments
5649 73.13 JoAnne Swirsding Vehicle Expense
5650 60.00 Terminix January Services-Distel Building
5651 34.00 Thoits-F G & H Insurance New Equipment-Additional Coverage
5652 8,955.00 *4 Mike Tobar Excavation Barlow Property Demolition
5653 18.19 Tooland, Inc. Equipment Part
5654 69.00 Touchatt Trucking Rock Delivery Charge
5655 2,669.20 2M Associates Consulting Services-Annexation
5656 9.87 *5 UPS Parcel Postage Service
5657 1,689.59 *6 Visa 210.00 Airfare-Conference
146.77 Resource Documents
34.50 Business Meeting Expense
354.22 Radio Batteries& Repairs
550.00 Dumpster Service
157.59 Bicycle Parts
236.51 Field Supplies
5658 70.00 Wac Corporation Aerial Photos
5659 328.55 West Group Payment Center Law Resource Documents
5660 150.00 West Valley College 4 Wheel Drive Training-G. Morin
5661 533.00 Whitmore, Johnson & Bolanos Legal Services
5662 745.71 Wheelsmith, Inc. Bike Maintenance
5663R 497.94 L. Craig Britton Reimbursement-Special District Institute
Conference Expenses/D. Little&C.Britton
5664R 1,844.70 U.S. Rentals Equipment Rentals
5665R 436.99 Petty Cash Local Business Meeting Expense, Film,
Office and Field Supplies, Deer Hollow
Farm Maintenance Supplies and Vehicle
Expense
Page 2
Claims No. 99-04
Meeting 99-08
Date: February 24, 1999
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Revised
# Amount Name Description
*1 Urgent Check Issued February 19, 1 999.
*2 Urgent Check Issued February 11, 1999.
*3 Urgent Check Issued February 16, 1999.
*4 Urgent Check Issued February 10, 1999.
*5 Urgent Check Issued February 11, 1999.
*6 Urgent Check Issued February 19, 1999.
*** In the event this acquisition is not approved, this claim will not be processed.
TOTAL 851,389.31
r
Page 3
"C-r ING"
t♦ C.P
a
L
PEOPLE FOR OPEN SPACE ♦R�oerrre►♦�
March 10, 1999
Board of Directors
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
RE: Bear Creek Redwoods Open Space Preserve Acquisition Effort
Dear Members of the Board of Directors:
We are writing to urge you to adopt staff's recommendation to authorize an
agreement with Arlie Land and Cattle Company regarding the Bear Creek
Redwoods. It is Greenbelt Alliance's sincerest hope that this agreement will
eventually lead to the preservation of all, or at least most, of the Bear Creek
Redwoods, as a regional open space preserve.
As you know, for the past several years Greenbelt Alliance has been part of a
coalition working to protect the 1,100 acres of open meadows, maple,
madrone, and fir covered hillsides and steep canyons thick with 100 year old
redwoods that make up the Bear Creek Redwoods area. We are very eager to
see the area preserved to the greatest extent possible and to ensure that the
impacts of any potential future development in the area are minimized. We
believe that the proposal before you tonight, though somewhat complicated,
offers the best currently practicable opportunity to achieve these goals.
We greatly appreciate the tireless efforts of the Midpeninsula Regional Open
Space District staff to protect this priceless area and offer our ongoing
assistance in building public awareness and support for acquiring the entire
Bear Creek Redwoods Open Space Preserve.
Sincerely,
Kaitilin Gaffney
South Bay Field Representative
MAIN OFFICE ♦ 530 Bush Street Suite 303, San Francisco CA 94108 ♦ (415) 398-3730 ♦ Fax (415) 398-6530
SOUTH BAY OFFICE ♦ 1922 The Alameda Suite 213, San Jose CA 95126 ♦ (408) 983-0539 ♦ Fax (408) 983-1001
NORTH BAY OFFICE ♦ 520 Mendocino Avenue Suite 225, Santa Rosa CA 95401 ♦ (707) 575-3661 ♦ Fax (707) 575-4275
EAST BAY OFFICE ♦ 1372 North Main Street Suite 203, Walnut Creek CA 94596 ♦ (510) 932-7776 ♦ Fax (510) 932-1970
email: greenbelt@igc.apc.org ♦ web site: www.greenbelt.org
40
MAR-10-1999 15:29 PCCF 650 962 6234 P.01
March 10, 1999
L. Craig Britton
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos,CA 94022-1404
RE: Acquisition of Bear Creek Redwoods
Dear Mr. Britton,
The Committee for Green Foothills acknowledges that this is a unique situation
and commends Midpeninsula Regional Open Space District's continued efforts to
protect and preserve this land as open space. It's close proximity to urban
centers provides the opportunity for a large portion of the public to enjoy the
sight of 100 year old redwood trees, clear gurgling streams,broad open meadows
and spectacular scenic views of Santa Clara Valley. Development of a golf
course,scattered housing development or timber harvesting would be high
intensity uses of this land and would result in significant adverse impacts on the
watershed,wildlife habitat and scenic viewsheds.
The Committee for Green Foothills supports MROSLD's efforts to acquire
i significant portions of this property,along with the timber harvest rights. We
understand that there may be some clustered housing development. We reserve
the right to comment on any proposed housing development. As well we would
oppose attempts to build a golf course.
We look forward to successful acquisition and preservation of this property for
the creation of Bear Creek Redwoods Preserve.
Sin ,
Denice Dade
Committee for Green Foothills f
I
1: y =,i
"THE COMNIITTEE-FO"k GREEND ,
f Peninsula Coastrvaaan Center, 3921 Bass$aY3Mre.1#oa
phone:(650)968�7:A3•fax: (550)962 $234 emajL- cgft fkst74
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Dempster
Seligmann
Raineri
Attorneys at Law
William R.Seligmann
Joseph C.Rained March 10, 1999
J.Robert Dempster(Ret)
Of Counsel
Board of Directors
Kathy C.Brott Midpeninsula Regional Open Space District MAR 15
Legal Assistant 330 Distel Circle
�y�
Los Altos, CA 94022-1404
RE: Alma College Property
Item 5 on Meeting 99-07 Agenda
Dear Board Members:
As you may be aware, my office represents LGCC, LLC, Pietro Denevi
and Baseline Development Corporation in an ongoing lawsuit against Arlie Land
and Cattle Company. As I previously advised the Board, this lawsuit seeks
specific performance of an agreement to sell my clients 210 acres of the Alma
College Property.
More recently, my clients have filed a Tort Claim with the District
asserting that the District has tortuously interfered with my clients' rights.
Although the District may be able to acquire title to the property under California
Code of Civil Procedure section 405.61, this section does not immunize the
District or the Board from tort causes of action. Consequently,proceeding with
the purchase at this time will likely embroil the District in costly litigation that
would greatly inflate the true cost of acquiring the property.
In light of this situation, I would ask that the Board give due consideration
to this issue before proceeding.
Your attention to this matter is greatly appreciated.
Sincerely,
William R. Seligmann
455 Los Gatos Boulevard,Suite 208/Los Gatos,California 95023/Phone:408.356. 1950 /Fax:408.356.8051
,Selig De nnmpster
Rainer'
A tt,orn(ys at Law
cc: Craig Britton Susan Schectman
Barry Swenson Jeff Lauritzen
Pete Denevi Tom Cave
Nick Petredis Bruce Nicholson
Mark Smallhouse Richard Robinson
Lucia Cha Moosa Malek
Dempster
Seligmann
Rainen
Attoniie7v at Lars)
William R.Scligm tnn
I'x+Cp}'C.Rsinen March 10, 1999
J.Robot Dcmpiwr Met)
of COUSISCl
Board of Directors
KarhyC.nrntt Midpeninsula Regional Open Space District
Legal Asststant 330 Distel Circle
Los Altos,CA 94022-1404
RP.: Alma College Property
Item 5 on Meeting 99.07 Agenda
Dear Beard Members:
As you may be aware, tray office represents LGCC,LLC, Pietro Denevi
atid Baseline Development Corporation in an ongoing lawsuit against Arlie Land
and Cattle Company. As l previously advised the Board,this lawsuit seeks
specific performance of an agreement to sell my clients 210 acres of the Alma
College Property.
More recently, my clients have filed a Tort Claim with the District
asserting that the District has tortuously interfered with my clients rights.
Although the District may be able to acquire title to the property under California
Code of Civil procedure section 405.61,this section does not immunize the
District or the Board from tort causes of action. Consequently,proceeding with
the purchase at this time will likely embroil the District in costly litigation that
would greatly inflate the true cost of acquiring the property.
In light of this situation, 1 would ask that the Board give due consideration
to this issue before proceeding.
Your attention to this matter is greatly appreciated.
Sincerely
William R. Seligmann
35S i.ua G-+ros Houicvard,Suite?(181 1,ns Gatos,<::IIitot7) t`1511�•/Phone:408 35h. 1�?i(I /1'as it1 t.336 8(fS]
Zd Wd8z:S0 666 i 01 'few 29. L 662 80b : ON 3NOHd I a3N I rib 2 NNUW9 I-13S '831SdW3G WObd
Dempster
Seligmann
&Ptiner>l
neys at Iwar
cc: Craig Britton Susan Schecti-nan
Barry Swenson Jeff Lauritzen
Pete Denevi Tom Cave
Nick Petredis Bruce Nicholson
Mark Sniallhouse Richard Robinson
Lucia Chit Moosa Malck
Zd WdSE:SO 666T OT --IeW 292) 662 80V 'ON 3NOHd I83NIdd 'S HNdWOI-13S 'd31SdW3G Xd-�
Gillian Tabb
12344 First Fork Road
Los Gatos
CA95033 March 10, 1999
Dear Board Members,
Let me introduce myself. My name is Gillian Tabb and I am a mountain resident who lives by the
Saratoga Gap trail at the corner of Highway 9 and Skyline Blvd. I am an equestrian, hiker,
occasional mountain bike user. I am also a longtime member of the Mid-Pen Volunteer Trail
Patrol.
It recently came to my attention that the board members did not see the patrol logs that we
carefully fill out after each excursion and I understand that they have requested these and still
hadn't received any input.
History time; about five years ago, the Saratoga Gap Trail started becoming over run by mountain
bikes and this became an ongoing dangerous situation with the equestrians in the area. We wrote
many letters to the district only to be told that multi-use was the district policy and nothing could
be done about it. We have had too many life threatening experiences on this trail and now
consequently very rarely ride district lands. I think it has been three years since I have done any
patrol rides unless I am brave enough to walk Skyline Blvd with my horse and frankly we'd prefer
to see logging trucks and motorbikes that we can see and hear.
We have not asked that any trails be closed to mountain bikes, only we have asked for a safe
alternative. The district tried at one point to help by widening and grading the trail however this
didn't work as apart from ticking the bikers off because now the trail wasn't as technically
difficult as the would like, it now allowed them to go faster.
We understand that the district now has all the necessary easements to build an alternative,
parallel trail and last year it didn't happen because you didn't have the manpower and this year
there are no funds. I would like to put it to you that we can find the manpower and the funds. I
realize that not using the trail and not being vocal does not help us achieve anything, out of sight,
out of mind. However I would really like to take this opportunity to tell you that there is an
urgent need for action in this area to fulfill the needs of all the displaced hikers and equestrians in
the neighborhood.
Just as a matter of interest, we were doing some research for State Parks and spent a cold, long
morning one October doing a head count at The Gap and in four hours we counted 80 cyclists
and 4 hikers. This was on a foul day that ended up turning into a thunderstorm, can you imagine
a good day? I would like to invite all of you to hike the Gap Trail with us on any weekend and
experience first hand our dilemma.
Thankyou for your consideration,
Gillian Tabb
Gillian Tabb
12344 First Fork Road
Los Gatos
CA95033 March 10, 1999
Dear Board Members,
Let me introduce myself. My name is Gillian Tabb and I am a mountain resident who lives by the
Saratoga Gap trail at the corner of Highway 9 and Skyline Blvd. I am an equestrian, hiker,
occasional mountain bike user. I am also a longtime member of the Mid-Pen Volunteer Trail
Patrol.
It recently came to my attention that the board members did not see the patrol logs that we
carefully fill out after each excursion and I understand that they have requested these and still
hadn't received any input.
History time; about five years ago, the Saratoga Gap Trail started becoming over run by mountain
bikes and this became an ongoing dangerous situation with the equestrians in the area. We wrote
many letters to the district only to be told that multi-use was the district policy and nothing could
be done about it. We have had too many life threatening experiences on this trail and now
consequently very rarely ride district lands. I think it has been three years since I have done any
patrol rides unless I am brave enough to walk Skyline Blvd with my horse and frankly we'd prefer
to see logging trucks and motorbikes that we can see and hear.
We have not asked that any trails be closed to mountain bikes, only we have asked for a safe
alternative. The district tried at one point to help by widening and grading the trail however this
didn't work as apart from ticking the bikers off because now the trail wasn't as technically
difficult as the would like, it now allowed them to go faster.
We understand that the district now has all the necessary easements to build an alternative,
parallel trail and last year it didn't happen because you didn't have the manpower and this year
there are no funds. I would like to put it to you that we can find the manpower and the funds. I
realize that not using the trail and not being vocal does not help us achieve anything, out of sight,
out of mind. However I would really like to take this opportunity to tell you that there is an
urgent need for action in this area to fulfill the needs of all the displaced hikers and equestrians in
the neighborhood.
Just as a matter of interest, we were doing some research for State Parks and spent a cold, long
morning one October doing a head count at The Gap and in four hours we counted 80 cyclists
and 4 hikers. This was on a foul day that ended up turning into a thunderstorm, can you imagine
a good day? I would like to invite all of you to hike the Gap Trail with us on any weekend and
experience first hand our dilemma.
Thankyou for your consideration,
Gillian Tabb
Gillian Tabb
12344 First Fork Road
Los Gatos
CA95033 March 10, 1999
Dear Board Members,
Let me introduce myself. My name is Gillian Tabb and I am a mountain resident who lives by the
Saratoga Gap trail at the corner of Highway 9 and Skyline Blvd. I am an equestrian, hiker,
occasional mountain bike user. I am also a longtime member of the Mid-Pen Volunteer Trail
Patrol.
It recently came to my attention that the board members did not see the patrol logs that we
carefully fill out after each excursion and I understand that they have requested these and still
hadn't received any input.
History time; about five years ago, the Saratoga Gap Trail started becoming over run by mountain
bikes and this became an ongoing dangerous situation with the equestrians in the area. We wrote
many letters to the district only to be told that multi-use was the district policy and nothing could
be done about it. We have had too many life threatening experiences on this trail and now
consequently very rarely ride district lands. I think it has been three years since I have done any
patrol rides unless I am brave enough to walk Skyline Blvd with my horse and frankly we'd prefer
to see logging trucks and motorbikes that we can see and hear.
We have not asked that any trails be closed to mountain bikes, only we have asked for a safe
alternative. The district tried at one point to help by widening and grading the trail however this
didn't work as apart from ticking the bikers off because now the trail wasn't as technically
difficult as the would like, it now allowed them to go faster.
We understand that the district now has all the necessary easements to build an alternative,
parallel trail and last year it didn't happen because you didn't have the manpower and this year
there are no funds. I would like to put it to you that we can find the manpower and the funds. I
realize that not using the trail and not being vocal does not help us achieve anything, out of sight,
out of mind. However I would really like to take this opportunity to tell you that there is an
urgent need for action in this area to fulfill the needs of all the displaced hikers and equestrians in
the neighborhood.
Just as a matter of interest, we were doing some research for State Parks and spent a cold, long
morning one October doing a head count at The Gap and in four hours we counted 80 cyclists
and 4 hikers. This was on a foul day that ended up turning into a thunderstorm, can you imagine
a good day? I would like to invite all of you to hike the Gap Trail with us on any weekend and
experience first hand our dilemma.
Thankyou for your consideration,
Gillian Tabb
Gillian Tabb
12344 First Fork Road
Los Gatos
CA95033 March 10, 1999
Dear Board Members,
Let me introduce myself. My name is Gillian Tabb and I am a mountain resident who lives by the
Saratoga Gap trail at the corner of Highway 9 and Skyline Blvd. I am an equestrian, hiker,
occasional mountain bike user. I am also a longtime member of the Mid-Pen Volunteer Trail
Patrol.
It recently came to my attention that the board members did not see the patrol logs that we
carefully fill out after each excursion and I ;understand that they have requested these and still
hadn't received any input.
History time; about five years ago, the Saratoga Gap Trail started becoming over run by mountain
bikes and this became an ongoing dangerous situation with the equestrians in the area. We wrote
many letters to the district only to be told that multi-use was the district policy and nothing could
be done about it. We have had too many life threatening experiences on this trail and now
consequently very rarely ride district lands. I think it has been three years since I have done any
patrol rides unless I am brave enough to walk Skyline Blvd with my horse and frankly we'd prefer
to see logging trucks and motorbikes that we can see and hear.
We have not asked that any trails be closed to mountain bikes, only we have asked for a safe
alternative. The district tried at one point to help by widening and grading the trail however this
didn't work as apart from ticking the bikers off because now the trail wasn't as technically
difficult as the would like, it now allowed them to go faster.
We understand that the district now has all the necessary easements to build an alternative,
parallel trail and last year it didn't happen because you didn't have the manpower and this year
there are no funds. I would like to put it to you that we can find the manpower and the funds. I
realize that not using the trail and not being vocal does not help us achieve anything, out of sight,
out of mind. However I would really like to take this opportunity to tell you that there is an
urgent need for action in this area to fulfill the needs of all the displaced hikers and equestrians in
the neighborhood.
Just as a matter of interest, we were doing some research for State Parks and spent a cold, long
morning one October doing a head count at The Gap and in four hours we counted 80 cyclists
and 4 hikers. This was on a foul day that ended up turning into a thunderstorm, can you imagine
a good day? I would like to invite all of you to hike the Gap Trail with us on any weekend and
experience first hand our dilemma.
Thankyou for your consideration,
Gillian Tabb
Gillian Tabb
12344 First Fork Road
Los Gatos
CA95033 March 10, 1999
Dear Board Members,
Let me introduce myself. My name is Gillian Tabb and I am a mountain resident who lives by the
Saratoga Gap trail at the corner of Highway 9 and Skyline Blvd. I am an equestrian, hiker,
occasional mountain bike user. I am also a longtime member of the Mid-Pen Volunteer Trail
Patrol.
It recently came to my attention that the board members did not see the patrol logs that we
carefully fill out after each excursion and I understand that they have requested these and still
hadn't received any input.
History time; about five years ago, the Saratoga Gap Trail started becoming over run by mountain
bikes and this became an ongoing dangerous situation with the equestrians in the area. We wrote
many letters to the district only to be told that multi-use was the district policy and nothing could
be done about it. We have had too many life threatening experiences on this trail and now
consequently very rarely ride district lands. I think it has been three years since I have done any
patrol rides unless I am brave enough to walk Skyline Blvd with my horse and frankly we'd prefer
to see logging trucks and motorbikes that we can see and hear.
We have not asked that any trails be closed to mountain bikes, only we have asked for a safe
alternative. The district tried at one point to help by widening and grading the trail however this
didn't work as apart from ticking the bikers off because now the trail wasn't as technically
difficult as the would like, it now allowed them to go faster.
We understand that the district now has all the necessary easements to build an alternative,
parallel trail and last year it didn't happen because you didn't have the manpower and this year
there are no funds. I would like to put it to you that we can find the manpower and the funds. I
realize that not using the trail and not being vocal does not help us achieve anything, out of sight,
out of mind. However I would really like to take this opportunity to tell you that there is an
urgent need for action in this area to fulfill the needs of all the displaced hikers and equestrians in
the neighborhood.
Just as a matter of interest, we were doing some research for State t'arks and spent a cold, long
morning one October doing a head count at The Gap and in four hours we counted 80 cyclists
and 4 hikers. This was on a foul day that ended up turning into a thunderstorm, can you imagine
a good day? I would like to invite all of you to hike the Gap Trail with us on any weekend and
experience first hand our dilemma.
Thankyou for your consideration,
Gillian Tabb
Regional Open Space
--------------------
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
TO: Board of Directors
FROM: C. Britton, General Manager
DATE: March 10, 1999 l
SUBJECT: FYI
330 Distel Circle . Los Altos,CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail:mrosd@openspace.org . Web site:www.openspace.org
Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz . Genera!Manager:L.Craig Britton
CLAIM FOR DAMAGES
TO Midpeninsula Regional Open Space District:
PIETRO G. DENEVI (hereinafter referred to as "DENEVI"), BASELINE DEVELOPMENT
CORP. INC. a California Corporation(hereinafter referred to as "BASELINE"), and LGCC,
LLC, a California Limited Liability Company (hereinafter referred to as "LGCC") hereby make
claim against Midpeninsula Regional Open Space District and its officers, officials and
employees Craig Britton, Pete Siemens, Mary C. Davy, Nonette G. Hanko, Betsy Crowder,
Kenneth C. Nitz, among others (hereinafter referred to as "Respondents") and make the
following statements in support of the claim:
1. Claimants' post office addresses are:
Pietro G. Denevi LGCC, LLC
Baseline Development Corporation 701 North First Street
129 Vista Real Court San Jose, California 95112
Los Gatos, California 95032 Attention: Jeff Lauritzen
2. Notices concerning the claim should be sent to:
William R. Seligmann
Dempster, Seligmann & Raineri
455 Los Gatos Boulevard, Suite 208
Los Gatos, California 95032
3. The date and place of the occurrence or transaction giving rise to this claim are:
Approximately between September 11, 1999 to the date of this claim in various parts of Santa
Clara County, California.
4. The circumstances giving rise to this claim are as follows:
a. On or about December 9, 1996, Mr. DENEVI and BASELINE, entered into a Purchase
Contract(hereinafter referred to as the "Purchase Contract") with Hong Kong Metro Realty
Corporation, to purchase the two hundred and ten(210) acres of the former Alma College site
off of Bear Creek Road in the Los Gatos Mountains (hereinafter referred to as the "Subject
Property"). The 210 acres were a portion of the total of approximately 1100 acres owned by
Hong Kong Metro at that time. The Purchase Contract set forth the terms of the sale and
provided for periodic payments to Hong Kong Metro to allow Claimants time to seek
governmental approvals to construct a golf course and club known as the Los Gatos Country
Club. The Purchase Contract consisted of a "Real Estate Purchase Contract And Receipt For
Deposit", "Counter-Offer," and a "Counter-Counter-Offer." The new Purchase Contract also
specifically provided, among other things, that DENEVI was to receive a consultant fee for his
services to the property in the amount of five percent (5%) of the purchase price upon close of
escrow. On or about July 10, 1997, DENEVI entered a written agreement with Hong Kong
Metro amending the Purchase Contract by extending all of the deadline dates in the Purchase
Contract by ultimately six(6) months (hereinafter referred to as the "1997 Amendment"). This
extended the closing date to June 16, 1998.
b. On or about December 1997, Hong Kong Metro sold the 1100 acres, including the 210
acre Subject Property under contract with Claimants to Arlie Land and Cattle Company
(hereinafter referred to as "Arlie"). The sale was subject to Claimants' contract to purchase the
Subject Property. Hong Kong Metro did not seek the approval of Claimants before the sale from
Hong Kong Metro to Arlie.
C. On or about March 18, 1998, DENEVI requested an extension beyond the June 16, 1998
deadline because of the new delays caused, in part, by Arlie's request that the County of Santa
Clara recognize the additional Building lots on the property.
d. An extension agreement was subsequently executed on or about June 16, 1998 by the
Claimants DENEVI and BASELINE and Arlie for payment of$125,000.00 in payments
(hereinafter referred to as the "July 16, 1998 Extension").
e. In July of 1998, a dispute arose between Claimants DENEVI and BASELINE and Arlie
regarding performance of the July 16, 1998 Extension Agreement. As a consequence, on or
about July 22, 1998, Claimants DENEVI and BASELINE initiated a lawsuit against Arlie and
Hong Kong Metro. That lawsuit was settled on or about September 11, 1998 pursuant to the
terms of a written settlement agreement(hereinafter referred to as "Settlement Agreement").
Pursuant to the terms of the Settlement Agreement, the close of escrow under the Purchase
Contract was extended until September 18, 1998. On or about September 15, 1998, Claimants
DENEVI and BASELINE assigned their rights under the Purchase Contract to Claimants LGCC,
LLC. Thereafter, on September 18, 1998, Claimants tendered performance in accordance with
the terms of the Purchase Contract and the 1997 Amendment. Arlie, however, failed and refused
to provide information necessary to determine the prorations under the Purchase Contract and
1997 Amendment, refused to transfer title to the Subject Property, and instead extended the
closing date to September 30, 1998. On or about September 30, 1988, though, Arlie advised
Claimants that he was terminating the Purchase Contract, and instead had reached an agreement
to sell all the Subject Property to Midpeninsula Regional Open Space District. %
f. Respondents knew of the above-described contract and relationship existing between
Claimants and Aril in that Claimants had expressly advised them of it.
9. Between approximately September 11, 1998 and September 30, 1998 Respondents
engaged in secret meetings and negotiations with Arlie, in which Respondents wrongfully
induced Arlie to breach the Purchase Agreement with Claimants, by among other things falsely
promising Arlie that if Arlie sold the Subject Property to Respondents, then Respondents would
help Arlie to acquire 55 developable lots on the adjoining property. Based on these wrongfully
negotiations, Arlie breached its contract with Claimants and contracted to sell the Subject
Property to Respondents.
h. As a proximate result of Respondents' conduct and the breach of contract by Arlie,
Claimant has suffered irreparable damage, all of which was foreseeable to Respondents.
i. Claimants are informed and believe that the aforementioned acts of Respondents, and
each of them, were willful, oppressive, fraudulent and malicious, entitling Claimants to punitive
damages against the officers, officials, employees and agents of Respondent who were involved.
5. Claimants' injuries are:
Loss of the Subject Property and their considerable investment in improving and managing the
property and obtaining permits for development of the property.
6. Names of public employees causing claimants' injuries:
Claimants are informed and believe that the names of the public employees causing the
claimants' injuries are Craig Britton, Pete Siemens, Mary C. Davy,Nonette G. Hanko, Betsy
Crowder, Kenneth C. Nitz.
7. Jurisdiction of claim:
The claim as of the date of this claim is in an amount that would place it within the unlimited
jurisdiction of the Superior Court. The claim is based on damage, and/or loss in an amount to be
proved later.
Dated:—,7/p/,F�,
William R. Seligmann,
Attorney for Claimants
3 SACRAMENTO OFFICE
COMMITTEES
STATE CAPITOL
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AMENI"O. CA 95814 + ENVIRONMENTAL QUALITY
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DISTRICT OFFICES SUBCOMMITTEE NO 2
260 MAIN STREET B Y R O N D. SHE R
SUITF�201 CONSTITUTIONAL
AMENDMENTS
RFow000 CITY 94063 ELEVENTH SENATORIAL DISTRICT
1650�364 208C� EDUCATION
,6561 364-2102 FAX
INSURANCE
5589 WINFIELD BOULEVARD 1 SF,�y JUDICIARY
SUITE s NATURAL RESOURCES
SAN JOSF.CAA 95123 ) tt�' � a
14081 226 2992 �) /- "� &WILDLIFE
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BETSY Bt AIS SHOTWELL �•
QAS
SENATOR.SHF_RC SEN.CA.GOV
March 3, 1999
L. Craig Britton
General Manager
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Dear Craig:
Thank you for your letter bringing my attention to the Yellow Star Thistle problem. I
read your comments with interest.
Assemblyman 011er has introduced a bill to assist in controlling the Yellow Star Thistle.
Currently, his bill , Assembly Bill 737, is limited to a$10 million appropriation for the
eradication and control of the plant species. Other particulars of the legislation have yet
to be determined. I did receive some indication from Assemblyman Oiler's staff of a
number of provisions he plans to include in the bill, including:
• commission a study as to why the Yellow Star Thistle is no longer common to the
Middle East (its origin)
• direct the Department of Food and Agriculture to draft a strategic plan for the
eradication and control of the plant
• institute a bio-diversity type solution to the problem
• create tax incentives for landowners to institute measures to control Yellow Star
Thistle
• fund a program to replant areas from which Yellow Star Thistle has been removed
with native grasses
MAR
I have been told the final bill will be ready near the end of the month. At that time I will
evaluate my position.
Again, thank you for contacting me regarding this matter. Please keep me informed of
any suggestions or concerns you may have.
Sincerely,
BYRON SHER
Senator, 11 th District
BDS:bjs
Regional Open jace
R-99-07 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 99-07
March 10, 1999
AGENDA ITEM 5
AGENDA ITEM
Approval of Agreement for Option and Purchase of Real Property of Lands of the Arlie Land and
Cattle Company, Lease and License of Certain Arlie Property, Approval of Timber Rights
Options, Determination of Categorical Exemption from California Environmental Quality Act, and
Adoption of Preliminary Use and Management Plan and Naming Property Bear Creek Redwoods
Open Space Preserve
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 attached
Agreement for Option for Purchase of Real Property for the Lands of Arlie Land and
Cattle Company, including the Lease and License, and the Timber Rights Options.
3. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in
this report, including naming the property the Bear Creek Redwoods Open Space Preserve.
4. Authorize the General Manager to make an additional payment for legal services in the
amount of$35,000 to the law firm of Miller, Starr, and Regalia.
INTRODUCTION
The District has been offered the opportunity to lease and purchase an option to acquire the 811-
acre Arlie Land and Cattle Company property located along upper Bear Creek Road on the west
side of the Lexington Reservoir between State Highway 17 and Summit Road. For reference, this
property will be called "the Upper Property" in this report. In addition, the District is obtaining an
option to acquire the seller's adjacent 260-acre property located along lower Bear Creek Road.
This will be referred to as "the Lower Property." The properties were previously owned by Hong
Kong Metro Realty Company and have been the subject of planned residential and golf course
development in the past. Both properties have been identified in Santa Clara County's
Preservation 2020 Report and the District's Regional Open Space Study as having extremely high
open space values. They are most important in terms of preserving valuable watershed, scenic
lands, wildlife habitat, recreational opportunities, and one of the largest and finest second growth
redwood forests remaining in Santa Clara County.
The proposed Agreement includes a number of transaction terms. The terms are described in more
detail later in this staff report. Briefly summarized, the principle terms are:
3 10 Distel Circle - t os Altos, CA 94022-1404 Phone:: 050-691-1 200
FAX: 650-691 0485 . F-mail: mrosd�sopensl)a(e.otg Web site:www.openst)ace.or;
Nonette I lanko, Betsy Cram-der,Kenneth C. Nit tin,trrtxtf�irt�c tors:Pete Siemens, ti1aly.C. Ua%cy,h'c3( yr,l)e.rne Little, � z twneral tit rr��r,.,cr:I.(.gait;Brinou7
R-99-07 Page 2
1. The District will immediately obtain an approximate nine-year lease, and purchase an
option to acquire the approximate 811-acre "Upper Property." The option is subject to
certain conditions precedent to the District's authority to exercise its right to purchase
the Upper Property.
2. The District is obtaining an option to purchase existing timber rights owned by Big
Creek Lumber Company over the Upper Property being leased. The District will also
receive a donation of the residual timber rights not already owned by Big Creek
Lumber.
3. The District will acquire a license for patrol, maintenance and emergency access
across existing roads on the 260-acre Lower Property during the lease term.
4. The District will also have an option to purchase the Lower Property together with the
Upper Property.
5. A patrol easement and a public access easement for trails will be available to the
District over the Lower Property to allow for access to the southern portion of the
Upper Property if the District acquires the Upper Property, but does not acquire the
Lower Property.
6. An area of open space of up to 50 acres on the Lower Property may be transferred to
the District in fee or by a conservation easement if the District's option is not exercised
to buy the Lower Property.
7. If the District determines not to acquire the Lower Property, the Seller may determine
to proceed with a private development there. The Seller has the existing right to
reconfigure or reallocate existing lots located upon the Upper Property to the Lower
Property. In that event, the District would receive compensation for such reallocation
if it acquired the Upper Property to compensate for its impact on the economic value
of the Upper Property.
8. The District may also elect to exercise a number of alternatives to preserve all or
portions of the Upper Property if the District is not able to exercise its option to
purchase the Upper Property at the outset.
This acquisition project is the result of negotiations with Arlie Land and Cattle Company whereby
their intent has been to develop a portion of their 1,100-acre holdings while preserving the vast
majority of the property as open space. The District will acquire a lease and purchase an option to
acquire the 811-acre Upper Property for purposes of preserving open space. Coupled with the
lease, the District will acquire a license for patrol, maintenance and emergency purposes across the
260-acre Lower Property. The seller may determine that it wishes to seek a permit to develop a
maximum 18-hole golf course and/or up to 50 residential units on the Lower Property located west
of and adjacent to State Highway 17. Any development proposed by Arlie Land and Cattle
Company on the Lower Property is entirely controlled by the County and Arlie; the District has no
authority to approve or disapprove such development, nor issue permits for it. This is also true for
any existing timber rights held by Big Creek Lumber Company. Timber harvesting on the Arlie
Property would be regulated by the State of California. The District cannot issue any approval
therefore.
Prior to the current negotiations, a number of attempts to acquire the property for open space have
been undertaken. Since the late 1970's the State of California, the District, Santa Clara County
Parks and Recreation, Save-the-Redwoods League, Nature Conservancy, Peninsula Open Space
Trust and others have diligently sought ways to protect this valuable open space. In the early
1980's, the State of California Parks and Recreation Department, at the urging of local and
regional interest groups, evaluated the property and determined it to have favorable open space
R-99-07 Page 3
resources for local public recreational use and, therefore, potentially eligible for state-administered
grants. However, this report indicated that the property was not suitable for a State park under
current criteria, but would be ideal for a regional park or open space preserve.
DESCRIPTION (see Exhibit A)
The following is a general description of the property, including the 811-acre Upper Property
(consisting of the Upper Parcel and the Mellot's Parcel) being leased and optioned by the District
and the 260-acre Lower Property (consisting of Lower Parcel A and Lower Parcel B) to be retained
by the seller, but under option by the District. The description of the property being leased by the
District is divided into the 805-acre Upper Parcel to be permanently preserved as open space if
purchased by the District, and the 6-acre Mellot's Parcel which could be potentially released back
to Arlie Land and Cattle Company under certain conditions. These properties are undeveloped,
and in a natural condition, although there are a few overgrown remnants of minor dilapidated
accessory facilities that once served the Lower Property.
The properties consist of moderate to steeply sloped hillsides with occasional flat terraces and
ridgetops. The landscape is shaped by the San Andreas Fault which traverses the property and has
resulted in a number of dramatic pressure ridges. The area is largely forested with second growth
redwood, Douglas Fir, madrone, bay, and oak. Redwoods are the predominant vegetative type on
the Upper Property and were logged in the late 1800's. Interspersed within the forest is
approximately 180 acres of cleared land that was once planted in vineyards, but, due to lack of
continued cultivation, is overgrown and rapidly being overtaken by invasive plants. In addition,
areas on the Lower Property have been cleared for development of the former Alma College
facility and an equestrian boarding stable. The Lower Property is primarily oak woodland with
expansive areas of open grassland. Wildlife is abundant and extremely diverse due to the variety
of habitats and year-round water on both properties.
The properties have a rich history dating back to the middle 1800's when a stage coach line ran
through the Town of Lexington where Lexington Reservoir is now located. The Lower Property
was used as an estate in the late 1800's and later sold to the Jesuits in early 1900. They proceeded
to develop Alma College on the Lower Property as a school of theology for the Roman Catholic
Society of Jesus in 1934. In 1989, the Jesuits sold the property to Hong Kong Metro Realty
Company, Inc. and later that year, the college facilities on the Lower Property were seriously
damaged by an earthquake and have since remained in a state of disrepair.
Upper Proper - West of Bear Creek Road
On the west side of Bear Creek Road a series of old roads form an interconnecting network of
trails that pass through redwood forests and along steep canyons with swift moving creeks. On
Bear Creek Road directly west of the former college site, there is a gated road that enters the
property near a small pond and parallels Webb Creek for approximately one-half mile, at which
point it branches in two directions, with one road continuing southwest along the creek, and the
other turning sharply north and climbing up the hill toward the northwest corner of the property.
The northern route enters an area that in the past was developed with recreational facilities for the
college students including tennis and racquetball courts and possibly a swimming pool. These
facilities are abandoned and overgrown with dense vegetation, but some remnants of ancillary
structures can be found. A large uncovered cistern approximately 80-feet wide and 14-feet deep is
located in this vicinity and needs to be secured. It may have served as the main water supply for
R-99-07 Page 4
the college facility prior to the development of a newer water system located on the Lower
Property. It was most likely damaged by the 1989 earthquake.
The road by the tennis courts continues in the northerly direction to a sharp bend where there is a
gated entrance at Chase Road. Before the gate, the road switches back to the west and winds
steeply up the hill to a very prominent ridge that offers panoramic views of Lexington basin. Two
water storage tanks that apparently served the recreational area below are located adjacent to this
section of road. The ridgetop is the site of an old vineyard that is overgrown with invasive plants.
At the west end of the vineyard, the road divides with one branch descending south toward Webb
Creek and the other continuing on toward the northwest corner of the property where it enters the
Dyer Creek watershed. The Dyer Creek watershed is characterized by exceptionally large second
growth redwoods and dense riparian habitat. This area is within an approved Timber Harvest Plan
for timber rights held by Big Creek Lumber Company, to which the District will also be acquiring
an option. The road traverses the upper watershed passing interesting fragments of old stone walls
and ending at a path that connects to a residential area. This path serves as a neighborhood access
point and there is strong evidence of motorcycle tracks. The entry should be barricaded and
patrolled on a regular basis to eliminate the motorcycle encroachment.
The second road leading from the ridgetop to Webb Creek passes by two old growth redwoods
located adjacent to the road. One tree has an unusual lower limb that branches out at a ninety-
degree angle and then bends sharply upwards. The road continues approximately one-half mile to
another old vineyard site that is overgrown with flowering sweet peas. At Webb Creek, the road
divides once again with one branch returning along the creek to the point of origin at Bear Creek
Road. The other branch of the road crosses the creek and connects more directly with Bear Creek
Road approximately one mile above the college facilities.
From the Dyer Creek area there is a road connecting to the southwest corner of the property that
originates above the creek and extends southward to a plateau at the 1,800 foot elevation. Here,
the road divides with one branch skirting the west side of the plateau and terminating near the west
property boundary and at the site of an old redwood water tank. The other branch of the road
skirts the east side of the plateau to the south and then traverses the hillside around the headwaters
of Webb Creek, turning to the east and descending down a series of switchbacks through a clearing
to Bear Creek Road. A section of the road has been washed out. The area is very attractive with
mixed redwood, fir and madrone, including an extremely large Douglas Fir.
There is an intersecting road near the top of the switchbacks that extends to the property's southern
boundary and ends at a gated entrance on Mellot's Road. This unsurfaced road passes through the
southwest corner of the property, serving as an easement to adjacent private properties. There is
some recent grading activity on the south side of the road. The 6-acre Mellot's property is located
immediately east of the gated entrance to the property.
Other remnants of improvements to the property include water impoundments and lines that served
the subject property as well as adjacent properties. These have been abandoned over the years as
land uses on the property have changed and alternative water sources found. Water lines most
likely served to irrigate the vineyards located on both sides of Bear Creek Road.
IJ9per Property - East of Bear Creek Road
The portion of the Upper Property on the east side of Bear Creek Road is bounded by Bear Creek
Road to the northwest, private property to the west, south and east, and remaining lands of Arlie
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Land and Cattle Company to the northeast. The property comprises two prominent ridges that, at
one time, had large cultivated vineyards that are now overgrown but highly visible from the
surrounding area including trails at St. Joseph's Hill and Sierra Azul Open Space Preserves.
Like the west side of Bear Creek Road, this area has a network of roads, but they are not as
interconnected and, therefore, do not have the same recreational value. The primary access into
the area is from Bear Creek Road adjacent to the Presentation Center, an active conference center
operated by the Sisters of Presentation. At the entrance to the Center, there is an ungated and
unsurfaced driveway entering the Upper Property and extending north, adjacent to Bear Creek
Road. A second unsurfaced driveway branches off to the east and enters an overflow unsurfaced
parking area that may be partially on the proposed acquisition area but utilized by the Center.
Immediately north of the parking area is the largest of the vineyard sites covering approximately 70
acres. Many of the vines remain but most have decayed and the vineyard is overgrown with
invasive plants such as bacharis and scotch broom. Various roads skirt the vineyard and one main
road descends to the northern perimeter of the vineyard where it enters the mixed evergreen forest
and continues steeply downhill to the northeast property boundary. Beyond the boundary and
within the Lower Property there is an intersection where a road swings to the south and returns to
the vineyard, and another road drops steeply down the hill to the north and intersects a road along
the south side of Webb Creek and the main road that extends west to Bear Creek Road. At the
Bear Creek Road entrance there is no gate, and illegal vehicular entry has resulted in some damage
to the roads and in some areas being heavily littered.
Access to the second ridge located between Collins Creek and Aldercroft Creek is very difficult
and can only be achieved by passing through the Lower Property on a road paralleling the south
side of Webb Creek to the intersection with Collins Creek. Here, a road climbs southward along
Collins Creek to a point where the road crosses the creek and enters the Upper Property. The road
then crosses over the ridge to Aldercroft Creek and continues to climb southward before switching
back to the north and climbing up to the ridgetop and vineyard site where an agricultural shed is
located. Near the switchback a spur road drops down to Aldercroft Creek where there is a water
impoundment and lines connecting to the Lower Property. On the ridgetop it appears the main
road once crossed back over to Collins Creek, but only traces of the old roadbed can be found
today. Like the other vineyard sites, this one is overgrown with invasive vegetation. A road
extends to the southern edge of the vineyard and enters a redwood grove where there is a brick
fireplace and evidence of tree cutting. At one time, this road may have continued up the hill
through adjacent private property to Summit Road. In the vicinity of Summit Road, there is an
easement accessing the extreme southern portion of the Upper Property, but it has not been
developed.
In order to patrol and maintain the southern portion of the Upper Property, a license or easement is
required over roads on the Lower Property. The license or easement will follow the road on the
south side of Webb Creek and allow District staff to enter the Lower Property at the Bear Creek
Road entrance to the college facility, drive around the west side of the pond, and access the
property on the road ascending Collins Creek.
Portions of two separate water systems are located on the Upper Property. One system, which was
developed in 1993, includes underground lines connecting from the Lower Property to the
Presentation Center, passing through the 70-acre vineyard site on the Upper Property. A pump
station is located at the base of the steep road near Webb Creek and an underground water line
R-99-07 Page 6
extends up a very steep road to the upper vineyard. The second water system originates in
Aldercroft Creek and serves some facilities on the Lower Property and residences located on the
east side of State Highway 17. Access to parties maintaining this system will need to be
accommodated.
Mellot's Parcel
This 6-acre property is located on Mellot's Road on the west side of Bear Creek Road and adjacent
to the southern boundary of the Upper Property. It is generally bounded by Bear Creek Road to
the east, Mellot's Road to the southwest and the Upper Property to the north. The terrain is steep
near Bear Creek Road, but levels off near the northwest corner of the site where there is a gated
entrance on Mellot's Road. The landscape is predominantly evergreen forest comprising Douglas
fir and madrone.
Lower Property
The Lower Property consists of approximately 260 acres and is bounded by State Highway 17 to
the east, Bear Creek Road and private property to the north, the Upper Property being leased and
optioned by the District to the west and south, and private property to the southeast. The property
is irregular-shaped with four prominent ridges oriented in the east-west direction and crisscrossed
by three major creeks: Webb Creek, Collins Creek and Briggs Creek (formerly Reservoir Creek).
The landscape is predominantly mixed evergreen forest in the ravines and oak woodland on the
ridges with large pockets of open grassland. The southern portion of the property between Webb
Creek and the southern boundary is densely forested and contains redwoods and Douglas firs.
There are a number of existing structures and improvements on the property including the Alma
College buildings, equestrian facility, residences, water tanks, wastewater disposal system, and
road network. Alma College, located close to Bear Creek Road, consists of a two-story library,
chapel, classroom building, residence, and maintenance facility. The group of buildings are
located on approximately four acres. At the Bear Creek Road entrance to the complex, there is a
one-acre pond. All of the buildings suffered from the 1989 earthquake and large concrete retaining
walls collapsed down the north slope of Webb Creek.
The equestrian facility is located on a spine-like ridge between two tributaries of Briggs Creek and
comprises two residences, office, trailer, horse barn, covered shed corrals, shelters and riding
ring. There are approximately 45 horses boarded at the stable and most of the equestrians utilize
the trail system on both the Lower and Upper Properties. Water for the facility comes from
Aldercroft Creek and is stored in a small tank above the stable.
Other residences include a partially dismantled residence and cabin to the north of the stable on the
opposite side of an intervening ravine. There is a 500,000 gallon water tank located in the
southeastern corner of the property and is filled from water obtained from San Jose Water
Company. This water serves the college facilities and the Presentation Center.
USE AND MANAGEMENT PLAN
Planning Considerations
The Upper Property is rated in the District's Open Space Master Plan as having high composite
open space values and is important in terms of potential recreation, wildlife habitat, watershed and
scenic hillside protection. It is located within the unincorporated area of Santa Clara County and
zoned HS (Hillside), requiring one dwelling unit per 160 acres, unless the development is clustered
R-99-07 Page 7
whereby the allowable density is determined by the "20-160 acre variable slope density formula"
and is based on the average steepness of the property. However, the entire property may have as
many as 53 legal residential sites based upon historic entitlements, and development could proceed
now on that basis. Santa Clara County's Countywide Trails Master Plan shows an existing and
planned section of the Bay Area Ridge Trail in the general vicinity and crossing State Highway 17
at the Bear Creek Road overpass.
As part of the purchase agreement, in the event the District determines it is not able to exercise the
option to acquire the Lower Property and if the Seller seeks to develop the Lower Property, the
Seller is required to make every attempt possible to configure future development of the 260-acre
Lower Property to the east of the 50-acre Lower Parcel B in order to convey as much of that parcel
as possible to the District for the purpose of preserving open space, if the District elects to
purchase the Upper Property. All property acquired would be undeveloped and held as open
space.
The District is acquiring an option to acquire the timber rights on the Upper Property that are
currently owned by Big Creek Lumber Company. The option deadline is April 15, 1999 and these
timber rights may be acquired by a public or private entity whose goals include forest preservation
and management. In addition, the District will be receiving a charitable donation of the residual
timber rights on the Upper Property not already owned by Big Creek Lumber, which will be
preserved for conservation purposes.
Big Creek Lumber has prepared a Timber Harvest Plan covering 125 acres located in the northwest
corner of the Upper Property. The California Department of Forestry (CDF) recently completed
its formal review of the plan, which included a site tour for neighbors and agency personnel, a
public hearing, and review by the California Department of Fish and Game, the Regional Water
Quality Control Board, and the Santa Clara County Planning Department. The Timber Harvest
Plan was formally approved with minor amendments by CDF in late November 1998. Big Creek
Lumber can commence logging operations on April 15, 1999. The property should not be open to
the public, except under permitted conditions, during periods of harvest to minimize potential
conflicts between the logging activity and public use.
The harvest area is concentrated largely within the Dyer Creek watershed. The plan calls for the
selective harvest of approximately 50% of the larger redwood and Douglas fir trees in this area,
estimated to be at least two million board feet by volume. The amended plan requires very strict
erosion control measures to protect the watercourses within the plan area. In general, Big Creek
Lumber has exceeded the State's minimum forestry practice standards in order to showcase the
area as a model of sustainable forestry.
In the event the District, or another public or private non-profit group, is not able to exercise the
option to acquire the timber rights on the Upper Property, Big Creek staff have indicated their
intention to submit a Non-intensive Timber Management Plan (NTMP) covering approximately 700
acres of the Upper Property in order to harvest an additional six million board feet of timber.
Timber removed under an NTMP must be cut according to very strict environmental criteria. It
can then be certified as "sustainably harvested" and sold for 30% to 40% more than non-certified
timber. (Under this scenario, the company would selectively remove the largest trees until meeting
their quota of six million board feet. Harvesting would be dispersed over the entire project area,
resulting in reduced impacts to the watershed and scenic qualities. Under standard practices, the
company would prepare a plan to harvest in the watersheds with the best stands of timber and
R-99-07 Page 8
remove up to 60% of the trees that are greater than 18" in diameter. This would have a far greater
impact on the open space resources of the property than the current plan.) Although the District
would have no ownership, regulatory approval power or control over the timber harvesting, Big
Creek has nonetheless indicated its willingness to work informally with a District forester to
consult regarding minimizing impacts.
The District has no authority over the existing approved Timber Harvest Plan or future timber
harvesting activities. If the timber rights are not acquired by April 15, 1999 and Big Creek wishes
to proceed with timber harvesting, the California Department of Forestry is the regulating agency
responsible for environmental review, approvals, and permits for such activities. If the District
does acquire the Big Creek timber rights, the timber would be preserved for conservation
purposes.
Preliminary Use and Management Plan Recommendations
The Preliminary Use and Management Plan will take effect at the close of escrow and remain
effective during the term of the lease and upon exercise of the option to purchase the Upper
Property. Under the terms of the lease, the District may use the property for open space purposes;
the seller will have no permitted use of the property except to conduct studies that may be required
by the County for seeking development permits on the Lower Property. The plan addresses use
and management issues pertaining to only the 811-acre Upper Property that the District is leasing
,including the Mellot's Parcel, and licensed roads to be used for patrol purposes, as it is not
known at this time whether or not the District will determine to acquire the Lower Property. Any
required environmental review and CEQA determination relating to exercising the option to
purchase the Lower Property will be prepared and acted on by the Board if and when they decide
to exercise the option to acquire the Lower Property. The leasehold property will be maintained in
its natural condition and managed for open space purposes only. The licensed roads will be
maintained in their current condition for purposes of patrol, maintenance and emergency access.
The Upper Property and licensed roads will be closed to the public to allow for detailed resource
analysis and site planning. The Upper Property will be open for low-intensity public trail use upon
acquisition.
Public Access: Closed to the public during the term of the lease, except under permitted conditions
approved by the General Manager for the purposes of environmental studies and surveillance.
Barriers: Install and maintain gates and fencing at all entrances to the Upper Property along Bear
Creek, Chase and Mellot's Roads and other roads leading to the upper and southern vineyards;
install fence around cistern located in northeast corner of property.
Roads: Maintain existing roads on the Upper Property and license roads on the Lower Property for
patrol, maintenance and emergency purposes.
Signs: Preserve boundary signs and closed area signs to be installed at all entrances to the Upper
Property.
Timber Management: In the event the District is not able to exercise its Timber Option, contract
with a certified forester to work with Big Creek Lumber Company to monitor compliance with the
approved Timber Harvest Plan.
Name: Name the property Bear Creek Redwoods Open Space Preserve.
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Site Safety Inspection: Preliminary inspection is complete and site safety measures need to be
implemented including securing the property to eliminate motorcycles, off-road vehicles and illegal
timber cutting, and securing a cistern; a comprehensive inspection will be completed within 120
days after the close of escrow to determine if hazards are present and need to be mitigated.
CE A COMPLIANCE
Project Description
The project consists of a nine-year lease of a 811-acre Upper Property, acquiring a gift of residual-
timber rights beyond those held under private ownership, and acquiring a license to use existing
off-site roads on the Lower Property, creation of Bear Creek Redwoods Open Space Preserve and
the concurrent adoption of a Preliminary Use and Management Plan for preservation of the
property in its natural condition. Additionally, the project includes obtaining an option to acquire
fee title to the leasehold property and an undeveloped portion of an adjacent 50-acre lower parcel,
acquiring public access and patrol easements over the Lower Property, and timber rights over the
property and granting an option to the seller to reacquire the Mellot's Parcel located on Mellot's
Road. It is uncertain the District will be able to exercise any of the options, largely due to the need
to obtain the necessary funding. Since there is no determination at this time whether or not to
exercise these options, further public review and Board action will be required if they are
exercised. Exercising the timber rights option is largely dependent on securing funding. The 811-
acre property to be leased by the District will be closed to public use and maintained in its natural
condition. The Preliminary Use and Management Plan calls for securing the site and eliminating
off-road vehicle use and tree cutting activities. If the 811-acre leasehold property is acquired, it will
be permanently preserved as open space, open to the public, and maintained in a natural condition.
Timber harvesting that may occur if the timber rights are not acquired by the District is regulated
and approved by the State of California and not part of this project or under the control of the
District. The gifted residual timber and optioned timber, if acquired by the District, would not be
harvested and would remain in a natural condition. The project does not include acquisition of the
Lower Property as the District has made no determination whether or not to acquire the Lower
Property. It is unknown whether such an acquisition is possible since this depends largely on
finding outside funding sources. Any such determination would be preceded by further
environmental review required by law and further public and Board review.
CEOA Determination
The District concludes that this project will not have a significant effect on the environment. The
property is being leased and acquired to preserve as public open space. The project area does not
contain a sensitive habitat and will not impact a sensitive habitat or resource of hazardous or critical
concern. There are no unusual circumstances anticipated with the subsequent acquisition of this
property for public open space purposes. It is categorically exempt from CEQA (the California
Environmental Quality Act) under Article 19, Sections 15301,15304,15316, 15317, 15325, 15303
and 15061 as follows:
Section 15301 exempts the operation, repair, maintenance, or minor alteration of existing public or
private structures, facilities, mechanical equipment, or topographical features, involving negligible
or no expansion of use beyond that previously existing. Under the terms of the lease and license,
the 811-acre property will be closed to the public and maintained in its natural condition. Existing
water systems, drainage facilities and roads, including licensed roads, will be maintained in their
current condition. Additionally, if the property is acquired it may be opened for public use on
existing trails, disturbed areas may be restored to improve wildlife habitat, and minor accessory
R-99-07 Page 10
structures will be removed. To accomplish this, existing trails will be maintained, any old
vineyard sites will be allowed to revegetate, and minor structures which are considered in a state of
disrepair will be disposed of off-site causing little or no disturbance to the environment. Opening
trails to public use will not involve negligible expansion of use since the trails are currently existing
and used by neighboring equestrians and hikers.
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 except for forestry and agricultural
purposes. Improvements planned for the leasehold or fee area are limited to gates, fences and
signs that are designed to restrict off-road vehicle use and protect the property in a natural
condition. If the property is acquired, the seller's easement allows for the installation of utilities
and drainage facilities under the condition that these improvements do not exceed the limits of
minor alterations as defined in this section. Any utilities will be underground and consist of minor
trenching and backfilling.
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. Although the
property is not being acquired at this time, the lease agreement temporarily acquires possession of
the land and the property may be acquired in fee title in the future. The use and management plan
specifies the leased land will not be developed and will remain in a natural condition. If the Upper
Property option is exercised, the result will be the same: the land will not be developed and will be
maintained in its natural condition.
Section 15317 exempts the acceptance of fee interests in order to maintain the open space character
of an area. If the option is exercised, the District will accept fee interests in the property and
maintain the open space character of the area. No development would occur and old vineyard sites
will be allowed to revegetate. The gifted timber and any timber rights acquired under the terms of
the option will be preserved in a natural condition under the District's ownership. Any
undeveloped portion of the 50-acre Lower Property that is transferred to the District will also be
preserved in natural condition.
Section 15325 exempts transfers of ownership of interests in land in order to preserve open space.
This lease agreement will temporarily acquire ownership of the property and ensure it will be
preserved as public open space. Any undeveloped portion of the 50-acre Lower Property that is
transferred to the District will also be preserved in natural condition. If any of the options are
exercised to acquire the Upper or Lower Properties, the transfer of ownership to the District will
ensure permanent preservation of open space.
Section 15303 exempts the construction of single-family residences and accessory structures. It is
unknown whether the seller will exercise its option to acquire the Mellot's parcel and develop it
with a single family residence. In the event this were to occur, this action would be exempt
because a maximum of one single-family residence would be allowed by the current Santa Clara
County Zoning Ordinance. Accessory structures as defined by the code, such as recreational
improvements and/or accessory living quarters, could also be allowed. The property does not
contain a sensitive habitat and development of a single family residence will not impact a resource
of hazardous or critical concern. There are no unusual circumstances anticipated with the
subsequent development of this property for a residential dwelling.
R-99-07 Page 11
This acquisition qualifies under all six of these sections. The actions proposed in the Preliminary
Use and Management Plan are also exempt under section 15061, as there is no possibility the
actions may have a significant effect on the environment.
TERMS AND FUNDING
The Agreement for Option and Purchase of Real Property between the District and Arlie Land and
Cattle Company provides for the District to immediately lease the Upper Property and Mellot's
Property, and to obtain an option to purchase the Upper Mellot's Properties, the Lower Properties
and the timber rights upon all of the Properties. The following are the principle terms and
conditions of the Purchase Agreement:
1. Grant of Qption to Purchase the Upper and Mellot's Properties: The District will obtain the
exclusive right to purchase these 811 acres of land for a purchase price of$10,500,000 paid in the
form of an advance payable by March 12, 1999 as consideration for the option. The District may
exercise this option during a five-year period conditioned upon the occurrence of various events
which include the Seller's receipt of land use approvals from the County of Santa Clara for
residential development not exceeding 50 units upon the Lower Property (in the event the District
does not also purchase the Lower Property). The Seller will secure the District's advance by a
promissory note and deed of trust in the first position encumbering the Upper and Mellot's
Properties. The Note bears interest at 6% (which is a higher rate than is earned on current
investment of District surplus funds). No periodic interest payments will be due until the maturity
date of the Note which will be five years from the District advance.
2. Lease and License of Upper and Mellot's Property: The District will also obtain an immediate
nine-year lease of these properties for open space purposes so that these Properties can be
maintained in their natural condition. The District will obtain a license to pass over existing roads
on the Lower Property for patrol, maintenance and emergency access.
3. Grant of Option to Purchase All of the Properties: The District will obtain an option to purchase
the entire 1,100-acre property for an additional payment of$14,500,000. The initial option term
will expire on March 31, 1999 but may be extended until June 30, 1999 by the District paying an
option extension fee of$250,000 to be credited against the purchase price.
4. Grant of Timber Rights Qption: The District will obtain an option to acquire the timber rights
upon the Properties currently owned by Big Creek Lumber. The option price is $5.2 million. The
option term will expire on March 31, 1999 unless extended. In addition, the District will receive a
gift of the residual timber rights which exist upon the Upper Property which are not owned by Big
Creek Lumber and are owned by the Seller, regardless of whether the District is able to exercise its
Timber Rights Option or not.
5. Mellot's Repurchase and Seller "Put" Option: The Seller retains the right to repurchase the
Mellot's Property from the District within a 5 year period and retains the right to convey the Upper
and Mellot's Properties to District in fee at any time during a 5 year period, regardless of District's
exercise of its option to purchase these properties.
6. Unwind and Alternate Transactions: Unless the District has acquired the entirety of the
Properties or acquired fee title to any of the Properties, and only upon specified conditions, the
R-99-07 Page 12
Seller retains the right to terminate the agreement by repayment of the Note and interest and certain
other costs. These conditions primarily concern the failure of the Seller to receive development
approvals for an economically feasible residential development upon the Lower Property.
In that event, the District retains the right to prevent such a termination by exercise of any of
various options to purchase all or a portion of the Properties. These are: 1) payment of a sum not
to exceed $3,750,000 to Seller; 2) exercise of a further option to purchase the entire 1,100-acre
property for a purchase price of$27,500,000 plus a sum equal to 6% interest on said price
accruing from the initial closing date of the District's advance; or 3) exercise of an option to
purchase a portion of the 811-acre Upper Property comprised of approximately 400 acres.
7. Grant of Open Space Dedication, Density Credit Payments. and Golf Course Payment: In the
event the Seller elects to seek development on the Lower Property, the District will receive
$100,000 for each existing lot upon the Upper Property which the Seller desires to reallocate to the
Lower Property, not to exceed 39 lots (thus, not exceeding a payment of$3,900,000). The Seller
will donate to the District those open space and undeveloped portions of a 50-acre parcel of the
Lower Property which is not required for development and will negotiate conservation easements
over remaining open space portions of the Lower Property not included in any development. The
Seller will be obligated to pay the District $6,400,000 only in the event at least a 9-hole golf course
is approved upon the Lower Property. These density credit payments reflect compensation to the
District for the value of any density credits or lots which the Seller determines to remove from the
Upper Property and relocate to the Lower Property.
8. District Easements: The Seller will grant the District an easement over the Lower Property for
public access, patrol, maintenance, and emergency access to the Upper Property upon District
acquiring fee title.
9. Seller Easements: The District will agree to negotiate with the Seller certain utility easements
upon the Upper Property for the benefit of the Lower Property, provided these are very minor and
any utilities are placed underground.
10. Security Instruments: Seller's various contractual obligations under this transaction are secured
by various deeds of trust and other forms of collateral. A deed of trust on the Upper and Mellot's
Property will secure the District's advance. A deed of trust on the Lower Property will secure the
Seller's obligation to make the density credit payments and to secure the Seller's indemnity
obligations contained in the Purchase Agreements.
BUDGET CONSIDERATIONS
1998-1999 Budget for Land Acquisition
New Land Budgeted for Acquisition $11,303,000
1998-1999 Note Issue 21,500,000
New Land Purchased this year (4,453,250)
Arlie Land & Cattle Acquisition proposed on this agenda (10,500,500I
Acquisition Budget Remaining $17,849.M
i
R-99-07 Page 13
Controller M. Foster has been consulted on this proposed acquisition, and has indicated that,
considering cash flow and availability, funds are available for this property purchase. This
property was identified as important for the protection of watershed, scenic lands, wildlife habitat,
recreational uses and a large second growth redwood forest in creating the Bear Creek Redwoods
Open Space Preserve.
PUBLIC NOTIFICATION
Property owners of lands located adjacent to and surrounding the subject property have been
mailed written notices of this proposed acquisition as well as other interested parties requesting
such notice.
Prepared by:
Del Woods, Senior Management Specialist
Michael C. Williams,Real Property Representative
Contact person:
L. Craig Britton, General Manager
RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE AND EXECUTION OF
AGREEMENT FOR OPTION AND PURCHASE OF REAL
PROPERTY AND NECESSARY RELATED DOCUMENTS,
AUTHORIZING OFFICER TO EXECUTE CERTIFICATE OF
ACCEPTANCE OF GRANT TO DISTRICT, AND AUTHORIZING
GENERAL MANAGER AND BOARD PRESIDENT TO EXECUTE
ANY AND ALL OTHER DOCUMENTS NECESSARY OR
APPROPRIATE TO CLOSING OF THE TRANSACTION (BEAR
CREEK REDWOODS OPEN SPACE PRESERVE - LANDS OF
ARLIE LAND AND CATTLE COMPANY)
The Board of Directors of the Midpeninsula Regional Open Space District does
resolve as follows:
Section One. The Board of Directors of the Midpeninsula Regional Open Space District
does hereby accept the offer contained in that certain Agreement for Option and Purchase of Real
Property between Arlie Land and Cattle 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 appropriate officers to execute the Agreement, Note and Deeds of Trust on behalf of
the District, as well as any and all exhibits to the Agreement and any related documents, including
the Residential Timber Rights Donation Agreement and Option.
Section Two. The President of the Board of Directors or other appropriate officer is
authorized to execute a Certificate of Acceptance on behalf of the District.
Section Three. The General Manager of the District shall cause to be given appropriate
notice of acceptance to the seller. The General Manager and Board President are further
authorized to execute any and all other documents in escrow necessary or appropriate to the closing
of the transaction.
Section Four. The General Manager of the District is authorized to expend up to $50,000
to cover the cost of title insurance, escrow fees, and other miscellaneous costs related to this
transaction.
Section Five. It is intended, reasonably expected, and hereby authorized that the District's
general fund will be reimbursed in the amount of$10,500,500 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 reasonably are expected to be
reserved or allocated on a long-term basis, or otherwise set aside to pay the costs of this open space
land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be
issued by District. The Board of Directors hereby declares District's official intent to use proceeds
of indebtedness to reimburse itself for this open space land acquisition project expenditure.
* * * * * * * * * * * * * * * * * *
Midpeninsula Regional Open Space District
ST.JOSEPH'S HILL OPEN SPACE PRESERVE
County.Park- -1200
1000 ,1400 ( fMROSD
a�Y
y. J ,/ c�
_ Sycamore
Sant lara Co.)�� �" ,�a: J•:c :` .
Lexin ton Reservoir Sierra Azul
�Ba< r ! County Park �Open Space:
800
C �
r `A
. m \ LOWER PARCEL A -
2000 ��-
1
\_1400 _
1200
UPPER PARCEL
l 1600 J
2200
�� �/ � �, .2200 � __.. � �,].�� � ; �� �. �V '•• � ,� t�:G12• ..r-.. � � J'' ' f i �I _.-.j �"�
1 Fr
J 4 ^
J •
°jAa !i� )�, ,� _.: �1, pry. •S "f �� -
.',4 " - v}' Sierra Azul
o ( ` )j ;.,� �_�� -�- '"' Open'Space Preserve
(MROSO)(
LOWER PARCEL R
4 ,
17
M'
taoo I _ � �' `• — �` —
MELLOT PARCEL
0.0 .1 .2 .3 .4 .5 .6 .7 .8 .9 1.0 P�do
One Mile
/ 1
EXHIBIT A: PROPOSED BEAR CREEK REDWOODS OPEN SPACE PRESERVE 3/99
EXHIBIT A-1
DESCRIPTION OF UPPER PROPERTY
OLD RL.-UBLIC TITLE COMPANY
ORDER NO. 474371-Hij
AMENDED/5
The land referred to in this Report is situated in the County of Santa Clara , in the unincorporated area
State of California, and is described as follows:
PARCEL ONE:
ALL OF LOTS 1, 2, 3, 4, 5, .6, 7, 8 AND 9 AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "MAP OF THE SUBDIVISION OF THE RENOWDEN TRACT", WHICH MAP WAS FILED
FOR RECORD ON JANUARY 20, 1888 IN BOOK C OF MAPS, AT PAGE 51, SANTA CLARA COUNTY
RECORDS.
ASSESSOR'S PARCEL NO. 544-30-003 (PORTION) AND 544-30-002 (PORTION)
PARCEL TWO:
BEING ALL OF THE PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MAY 7,
1985 IN BOOK J339 PAGE 607 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
ALL OF LOT 10 OF THE RENOWDEN TRACT, AS LAID DOWN AND DELINEATED UPON A MAP
ENTITLED, "MAP OF THE SUBDIVISION OF THE RENOWDEN TRACT" WHICH MAP WAS FILED FOR
RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, ON JANUARY 20, 1888 AND RECORDED IN VOLUME "CII- OF MAPS, AT PAGE 51.
EXCEPTING THEREFROM THAT PARCEL OF LAND CERTIFIED IN CERTIFICATE OF COMPLIANCE
NO. 2325-24-46-84CC, ISSUED BY THE SANTA CLARA COUNTY LAND DEVELOPMENT
COORDINATOR AND RECORDED WITH NO. 8396378 IN SANTA CLARA COUNTY OFFICIAL RECORDS
ON MARCH 5, 1985.
ALSO EXCEPTING THEREFROM So MUCH OF SAID LOT NO. 10 THAT LIES WITHIN THE PARCEL
OF LAND AS CERTIFIED IN CERTIFICATE OF COMPLIANCE NO. 2324-25-46-84CC, ISSUED BY
THE SANTA CLARA COUNTY LAND DEVELOPMENT COORDINATOR AND RECORDED WITH NO 8373075
IN SANTA CLARA COUNTY OFFICIAL RECORDS ON MARCH 5, 1985.
ALSO EXCEPTING THEREFROM ALL OF LOT 10 THAT LIES WITHIN THE PARCEL OF LAND
CONVEYED BY CHAS. MCKIERMAN, ET AL, TO HERMAN PETERSON, BY DEED RECORDED IN
VOLUME 95 AT PAGE 236, SANTA CLARA COUNTY OFFICIAL RECORDS, ON AUGUST 27, 1887.
ASSESSOR'S PARCEL.NO. 544-30-002 (PORTION)
PARCEL THREE:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 26, 1985
IN BOOK J302 PAGE 1164 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
COMMENCING AT A STAKE STANDING IN THE SOUTH LINE OF THE NORTHEAST QUARTER OF
SECTION 6, TOWNSHIP 9 SOUTH, RANGE I WEST, SAID STAKE BEING 200 FEET EAST FROM
THE SOUTHWEST CORNER OF SAID QUARTER SECTION; AND RUNNING THENCE WEST ALONG SAID
SOUTH LINE OF SAID QUARTER SECTION 200 FEET TO THE SAID SOUTHWEST CORNER OF SAID
QUARTER SECTION; THENCE NORTH AND ALONG THE WEST LINE OF SAID NORTHEAST 1/4
SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, 210 FEET TO A STAKE; THENCE IN A
STRAIGHT LINE SOUTHEAST TO THE PLACE OF BEGINNING.
ILPage 3 of_2 0 Pages
ORT 3157-C
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-Hii
AMENDED/5
ASSESSOR'S PARCEL NO. 544-30-003 (PORTION}
PARCEL FOUR:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 26, 1985
IN BOOK J302 PAGE 1160 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
THE EAST 1/2 OF THE NORTHEAST 1/4 AND THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF
SECTION 7, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT DIABLO BASE AND MERIDIAN.
ASSESSOR'S PARCEL NO. 544-50-001
PARCEL FOUR A:
A RIGHT OF WAY APPURTENANT To PARCEL NO. FOUR ABOVE DESCRIBED, FOR THE PURPOSES
OF ORDINARY TRAVEL, AS GRANTED BY STANDARD OIL COMPANY, A CORPORATION To EDWARD
W. GORDON, BY INSTRUMENT DATED JUNE 9, 1909 AND RECORDED JUNE 16, 1909 IN BOOK
345 OF DEEDS, AT PAGE 205, WHICH RIGHT OF WAY IS 15 FEET WIDE, THE CENTERLINE OF
WHEREOF IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT WHICH-IS EIGHT AND SIXTY-TWO HUNDREDTHS (8.62) CHAINS NORTH
OF THE CENTER OF SAID SOUTHEAST QUARTER (S.E. 1/4) ; RUNNING THENCE SOUTH 660
WEST ONE AND FORTY-FIVE HUNDREDTHS (1.45) CHAINS; THENCE SOUTH 740 WEST ONE AND
EIGHTY-FIVE HUNDREDTHS (1.85) CHAINS; THENCE SOUTH 68* 15' WEST TWO AND FIVE
HUNDREDTHS (2.05) CHAINS; THENCE SOUTH 860 15' WEST ONE AND SIXTY HUNDREDTHS
(1-60) CHAINS SOUTH 680 301 WEST TWO AND EIGHT HUNDREDTHS (2.08) CHAINS; THENCE
TWO AND SEVENTY-FOUR HUNDREDTHS (2.74) CHAINS; THENCE NORTH 590 WEST ONE AND
SIXTY HUNDREDTHS (1.60) CHAINS; THENCE NORTH 310 50.1 WEST FOUR AND THIRTY-SEVEN
HUNDREDTHS (4.37) CHAINS; THENCE NORTH 50 WEST ONE AND FIFTEEN HUNDREDTHS (1.15)
CHAINS.
PARCEL FIVE:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 26, 1985
IN BOOK J302, PAGE 1166 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
BEGINNING AT A 311 X 4" POST AND IRON PIPE STANDING AT THE COMMON CORNER OF
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT DIABLO' BASS AND.
MERIDIAN, AT THE NORTHWESTERLY CORNER OF THAT CERTAIN 80 ACRE TRACT IN SAID
SECTION 8 CONVEYED BY D.E. WISEMAN, ET UX, TO JESSIE ROBERTSON BY DEED DATED
SEPTEMBER 13, 1913 AND RECORDED IN VOLUME 408 OF DEEDS, AT PAGE 104, ET SEQ. IN
THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SANTA CLARA AND RUNNING
THENCE SOUTHERLY AND ALONG THE LINE BETWEEN SECTIONS 7 AND 8 WHICH HE" FORMS
THE WESTERLY LIKE OF SAID 80 ACRE TRACT, SOUTH 0* 11 1 EAST 18.90 CHAINS, TO A 6-
X 6" POST AND IRON PIPE STANDING AT THE SOUTHWESTERLY CORNER OF SAID 80,.ACRE
TRACT, AND FORM WHICH A REDWOOD 201, IN DIAMETER BEARS SOUTH 38-3/40 WEST0.55
CHAINS, , AND A REDWOOD 12" IN DIAMETER BEARS NORTH 57-3/40 WEST, 0.55' CHAINS, 1
BOTH TREES MARKED "B.T. .I/eS"; THENCE EASTERLY AND ALONG THE SOUTHERLY LINE OF
SAID 80 ACRE TRACT, SOUTH 89* 56' EAST 15.18 CHAINS TO. A 211 X 311 STAKE MARKED .
"T.R.211 FROM WHICH A FORKED MADRONE 1411 IN DIAMETER BEARS SOUTH 82-1/20 EMT,
Page 4 of-.20 Pages
ORT 3157-E
OLD REPUBLIC ITME CobjpANy
ORDER NO. 474371-Hii
AMENDED/5
0.027 CHAINS AND A REDWOOD 22" IN DIAMETER BEARS NORTH 44* WEST 1.273 CHAINS,
BOTH TREES MARKED "B.T.T.R.2"; THENCE NORTHERLY AND ALONG THE LINE PARALLEL TO
SAID LINE BETWEEN SAID SECTIONS 7 AND 8, NORTH 0' 11' WEST 19.15 CHAINS TO A 211
X 3" STAKE MARKED T.R. 1 STANDING IN THE LINE BETWEEN SAID SECTIONS 5 AND 8, AND
FROM WHICH A MADRONE 1011 IN DIAMETER BEARS NORTH 56 3/4* WEST 0.087 CHAINS, AND
A FORKED TAN OAK 16" IN DIAMETER BEARS NORTH 64-3/40 EAST 0.39 CHAINS, BOTH
TREES BEING MARKED "B.T.T.R.111; AND THENCE WESTERLY AND ALONG SAID LINE BETWEEN
SAID SECTIONS 5 AND 8, WHICH HERE FORMS THE NORTHERLY BOUNDARY OF SAID 80 ACRE
TRACT, SOUTH 89* 08' WEST 15.18 CHAINS TO THE POINT OF BEGINNING; BEING A PART
OF THE ABOVE MENTIONED 80 ACRE TRACT IN SECTION 8, TOWNSHIP 9 SOUTH, RANGE 1
WEST, MOUNT DIABLO BASE AND MERIDIAN.
ASSESSOR'S PARCEL NO. 544-33-014
PARCEL SIX:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 27, 1985
IN BOOK J303 PAGE 921 OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
BEGINNING AT THE OFFICIAL QUARTER SECTION CORNER IN THE LINE DIVIDING SECTIONS 7
AND 8, TOWNSHIP 9 SOUTH, RANGE I WEST, MOUNT DIABLO BASE AND MERIDIAN; AND
RUNNING THENCE ALONG THE SECTION LINE BETWEEN SAID SECTIONS 7 AND 8, NORTH 00
11' WEST 18.90 CHAINS TO A 6" X 6" POST MARKED 1/8 S. AND 2" PIPE STANDING AT
THE SOUTHWEST CORNER OF THE TRACT OF LAND CONVEYED BY JESSIE ROBERTSON AND W.J.
ROBERTSON TO HARRY L. TEVIS, BY DEED DATED JANUARY 15, 1916 AND RECORDED IN THE
OFFICE OF THE COUNTY RECORDER OF SANTA CLARA COUNTY IN VOLUME 438 OF DEEDS, AT
PAGE 332; RUNNING THENCE ALONG THE SOUTH LINE OF SAID 28.88 ACRE TRACT AND THE
PROLONGATION THEREOF, EASTERLY SOUTH 890 56' EAST, 15.765 CHAINS TO A POINT FROM
WHICH THE SOUTHEAST CORNER OF THE ABOVE MENTIONED 28.88 ACRE TRACT BEARS NORTH
890 56' WEST 0.585 CHAINS; RUNNING THENCE PARALLEL TO THE SOUTHERLY PROLONGATION
OF THE EASTERLY LINE OF SAID 28.88 ACRE TRACT, SOUTH 00 11' EAST 19.15 CHAINS TO
A POINT IN THE SOUTHERLY BOUNDARY LINE OF THE LAND OF E.W. BIDDLE AND IN THE
QUARTER SECTION LINE RUNNING EAST AND WEST THROUGH THE CENTER OF SAID SECTION 8;
RUNNING THENCE ALONG THE SOUTHERLY BOUNDARY LINE OF SAID LAND OF BIDDLE AND
ALONG SAID QUARTER SECTION LINE NORTH 890 5' WEST, 15.765 CHAINS TO THE PLACE OF
BEGINNING; AND BEING A PORTION OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF SAID
SECTION 8, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT. DIABLO BASE AND MERIDIAN.
ASSESSOR'S PARCEL NO. 544-56-004
PARCEL SEVEN:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED AUGUST 6, 1985
IN BOOK J420 PAGE 731 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST,
M.D.B. & M. ; THENCE WESTERLY ALONG THE NORTH LINE OF SECTION 6, SAID TOWNSHIP
AND RANGE TO THE POINT OF INTERSECTION OF SAID NORTH LINE OF SAID SECTION 6 WITH
THE CENTER LINE OF CHASE ROAD; THENCE WESTERLY ALONG THE CENTER LINE-OF SAID
CHASE ROAD TO THE LANDS OF THE PRESIDENT AND BOARD OF TRUSTEES OF SAWA CLARA
Page 5 of 2 0 Pages
ORT 3157-E
OLD REPUBLIC TrrLE COMPANY
ORDER NO- 474371-Hii
AMENDED/5
COLLEGE; THENCE SOUTH TO THE NORTH LINE OF SAID SECTION 6; THENCE WEST 15.50
CHAINS, MORE OR LESS, TO THE NORTHEAST CORNER OF THE LOT DEEDED BY DORA KOPPITZ
AND J. KOPPITZ TO W.C. MAHONEY BY DEED OF MAY 6, 1890; THENCE ALONG THE EASTERLY
AND SOUTHERLY LIKE OF SAID MAHONEY LOT, SOUTH 14-1/20 EAST 7.39 CHAINS TO A
STAKE MARKED M.C.K., SOUTH 58-1/2- WEST 5.92 CHAINS, SOUTH 8- 301 EMT 0.61
CHAINS, SOUTH la WEST 0.83 CHAINS, SOUTH 180 40' WEST 1.06 CHAINS, SOUTH 40 451
WEST 1.06 CHAINS, SOUTH 35* 30' WEST 1.65 CHAINS, SOUTH 720 30' WEST 1.55
CHAINS, SOUTH 890 301 WEST 1.15 CHAINS, SOUTH 700 1_5' WEST 1.48 CHAINS, SOUTH
810 201 WEST 1.03 CHAINS, NORTH 890 52' WEST 7.35 CHAINS To STAKE K4M4 IN THE
EASTERLY LINE OF THE RENOWDEN TRACT, BEING ALSO THE 1/4 SECTION LINE RUNNING
NORTH AND SOUTH THROUGH THE CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE I WEST;
THENCE SOUTH 00 121 WEST 20.45 CHAINS To STAKE MARKED RK2 FROM WHICH THE ADM
MENTIONED 1/4 SECTION CORNER IN CENTER OF SECTION 6, TOWNSHIP .9 SOUTH, RANGE I
WEST, AS SET IN THE SUBDIVISION OF THE RENOWDEN TRACT BEARS SOUTH, ,0• ,112 _wl, , ,�WOO
3.18 CHAINS; THENCE SOUTH 430 401 EMT, '4.39 CiVi"k'iNS TO POINT IN 1/4 �sl]EZTION j
RUNNING EAST AND WEST THROUGH THE CENTER OF SAID SECTION 6; THENCE EAST ALONG
SAID 1/4 SECTION LIKE To THE CENTER OF WEBB CREEK; THENCE UP THE CENTER OF WEBB
CREEK, BEING ALSO THE EASTERLY LINE OF LOT 3 OF THE RENOWDEN TRACT To THE
INTERSECTION OF SAID CENTER LINE OF SAID WEBB CREEK WITH THE 1/4 SECTION LINE
RUNNING
NORTH AND SOUTH THROUGH THE CENTER OF SAID SECTION 6; THENCE SOUTHERLY
ALONG SAID 1/4 -SECTION LINE TO THE CENTER OF THE DOUGHERTY ROAD; THENCE, IN 'A
GENERALLY NORTHERLY DIRECTION ALONG THE CENTER, OF DOUGHERTY ROAD To THE THIRD
POINT OF INTERSECTION OF THE
SECTION LINE BETWEEN.ISECTIONS 5 AND 6, TOWNSHIp 9
SOUTH, RANGE 1 WEST, SAID 'POINT BEING APPROXIMATELY 220 FEET SOUTH OF THE
NORTHEAST CORNER OF SECTION 6; THENCE NORTH ALONG SAID SECTION LINE TO THE POINT
OF BEGINNING.
ASSESSOR'S PARCEL No. 544-31-003
PARCEL EIGHT:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED APRIL 1, -1985 ,
IN BOOK J310, PAGE 662 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
THAT PORTION OF THE TRACT OF LAND FORMERLY BELONGING TO GEO. H. BASSETT'AND
WIFE, LOCATED IN SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.M., ACQUIRED By
DEED DATED JUNE '18, -,1902, MADE By WM. B. RANKIN,, ET ALTO l'GEO` vwl;w
WHICH DEED IS RECORDEDIN VOL. '2' 52-OF DEEDS, ,PAGE 490, RECORDS 071,1'•,
'
COUNTY, CALIFORNIA 0&1CH PORTION OF SAID LAM WHE7�EIN,_C0NVEYED ,,IS MORE
S, A
PARTICULARLY'DESCRIHED AS 'i6LLOW`S
FOLLOWS. TO WIT:
CEN'
BEGINNING AT A POINT IN THE " TER LINE' OF DOUGHERTY ROAD WHERE THE SAME
INTERSECTED
By THE PROLONGATION EASTERLY OF �THi, SOUTHERLY LINE�,OF LOT 6-1 ITAS,THE '
SAME IS,DESIGNATE6 A146 DELINEA "' " , 1 X,, - I ,� ll��'l ""_ I I 1'1 ".
TED,ON THE OF.xgm smivis
TRACT,,lWHICHIMAP, :fJ§ kiCORj)E6 IN THE_OFFIC OF ,THE qoUNTy.,.,,R HCORDER,Ql t�
CLARA, StKft'oo
OF SANTA,
IFORNIA IN BOOK,,*C%bF,,,jf4APS 4,
''ENOINEtEgIS ,STATION I
OF_COMMENCEMENT BtJ,*G, 4
DESIGNATED S 4,
A K.R.� m s
HERRMANNRMU001W 7 lo
Ak6i.' SuRilxi6p� AND C. I's JOSE,
ON A MAP'OF SURVxy�op THE pERTy, F �C;44IFORNr ON
PRO 0 SAID DR'. 'GE0 H. ,BASSETT,AND-,W1 v!-ji
SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 'WEST, M.D.M. , SURVEYED BY SAID A.T.
Page_.L_f of 2 0 Pales
-E
ORT 3157
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-Hii
AMENDED/5
HERRMANN ON AUGUST 4, 5 _AND 6, 1903, FROM WHICH STATION K.R.3. A MADRONE TREE
10" IN DIAMETER BEARS S. 87° 30' W. 47 LINKS AND A TAN OAK TREE 8" IN DIAMETER
BEARS N. 530 35' W. 0.667 CHAINS; THENCE ALONG THE SAID DOUGHERTY ROAD FROM
STATION K.R.3. THE FOLLOWING COURSES AND DISTANCES, AS SO SURVEYED BY SAID A.T.
HERRMANN AND DESCRIBED ON SAID MAP OF SUCH SURVEY, NAMELY: DOUGHERTY ROAD FROM
K.R.3 NORTHWARD.
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 30-1/20 W. 1.00 1
N. 90 W. 1.50 2
N. 16-1/20 E. 1.00 3
N. 44-1/20 E. 0.75 4
N. 860 45' E. 1.30 5
N. 390 E. 2.36 6
N. 400 W. 2.50 7
N. 00 45' W. 1.50 8
N. 140 15' E. 3.25 9
N. 660 15' E. 1.50 10
N. 880 45' E. 2.22 11
N. 790 45' E. 2.17 12
S. 610 0' E. 2.45 13
S. 75-1/40 E. 0.62 14-
N. 420 15' E. 5.90 15
N. 58° 45' E. 1.30 16
S. 890 16, E. 1.70 17
N. 370 30' E. 2.40 18
N. 560 E. 2.68 19
N. 760 30' E. 1.75 20
S. 720 15' E. 1.25 21
S. 450 45' E. 2.20 22
S. 32° 30' E. 2.80 23
S. 410 45' E. 1.45 24
S. 630 15' E. 1.65 25
N. 650 45' E. 0.355 26
WHERE A .1=11 4 IRON PIPE IS SET FROM WHICH ,
/ " y
, PIPE A VAL. OAK TREE 25" N DIAMETER
MARKED B, BEARS S. F70-3/4° E. 1.12 CHS. AND A LIVE OAK TREE 6" IN DIAMETER BE
N. 83-1/40 W. 0.45 CHS; THENCE SOUTH 0° 231 'E. 14.13 CHS. TO A STATION NUMBER
1/4S WHERE A 4" X 4" STAKE AND IRON PIPE IS SET, AND FORM WHICH A BLACK OAK 24
INCHES IN DIAMETER BEARS S. 120 E. 0.54 CHS. AND A MADRONE TREE 10" IN.DIAMLTER
BEARS S. 67-1/20 E 0.29 CHS. ; THENCE SOUTH 0° 06' E. 14.64 CHS. -TO A POINT
THE CENTER LINE OF COLLINS CREEK DESIGNATED.ENGINEER'S STATION P.R.; .aFROM WHICH
�Qd
POINT Ax REDWO0D TREE 5" IN DIAMETER BI iiR.S'. S. ,130 40' E. ,0.25 CHS,. AND'.°A
TREE 9" IN DIAMETER IN A BUNCH OF` 6 LARGE AND 12 SMALL MAPLE TREES BEARS'N.
05' .E. 0.79 CHS AND"'A FALLS Il THE CREEK ON,A LEDGE RUNNING NORTH AND SOUTB `
TWO TO THREE FEET 'H G41, 10 `LINKM�"N.E.°'OF ID JOINT; RUNNING THENCE_AL,ONG $A .
=w•.
CENTER LING OF COLLINS CREEK, WITH THE FOLLOWING COURSES AND DISTANCES, NAMELY
COLLINS CREEK FROM; F.R. TO M.B. : -
Page T of 2 0 Pages
RT 3167-E
OLD REPUBLIC TITLE COMpANy
ORDER NO. 474371-HJJ
AMENDED/5
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
S. 50-1/20 W. 1.20 1
S. 37-1/20 W. 1.04 2
S. 450 W. 0.90 3
S. 29-3/4° E. 0.66 4
S. 68-3/40 W. 1.10 5
S. 70-1/40 W. 1.42 6
S. 51-1/20 W. 0.78 7
S. 610 W. 0.90 8 & MB
WHICH ENGINEER'S STATION M.B. BEARS N. 740 W. 0.20 CHS. FROM A REDWOOD TREE 10"
IN DIAMETER MARKED B.T.M.B. ; THENCE LEAVING SAID COLLINS CREEK AND RUNNING ALONG
A BOUNDARY CANYON. FROM SAID STATION M.B. TO STATION BB, WITH THE FOLLOWING
COURSES AND DISTANCES NAMELY: BOUNDARY CANYON FROM M.B. TO B.B.
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 28-1/20 W. 1.33 A
N. 40-1/20 W. 2.40 B
N. 540 W. 2.00 C
N. 58-3/40 W. 1.46 D
N. 490 W. 1.67 E
N. 66-1/4° W. 1.25 F
N. 56-3/40 W. 1.66 G
N. 50-1/40 W. 1.55 H
N. 700 W. 1.81 BB
WHICH SAID STATION BB IS MARKED BY A 3" X 3" PICKET IN THE CENTER OF A GULCH AND
MAPLE TREE 10 INCHES IN DIAMETER IN A BUNCH OF 3 MAPLE TREES BEARS S. 4-1/20 W.
0.36 CHS. AND A BUCKEYE TREE 8 INCHES IN DIAMETER IN A BUNCH OF 6 BUCKEYE TREES
BEARS S. 82-1/2° W. 0.25 CHS. BOTH OF WHICH FREES ARE MARKED B.T.B.B. ; THENCE S.
54° W. 9 CHS. TO A POINT IN BISSELL LANE AND A PIPE MARKED B.B. FROM WHICH A 4"
X 4" WITNESS POST MARKED B.T.B.B. BEARS N. 54° 50' E. 0.27 CHS. AND.A MADRONE
TREE SIMILARLY MARKED 45 INCHES IN DIAMETER BEARS S. 8' W. 2.015 CHB. 'AND Ay
POPLAR TREE 16 INCHES IN DIAMETER SIMILARLY MARKED BEARS N. 25-1/20 W. 0.623
CHS. ; THENCE ALONG THE CENTER LINE OF SAID BISSELL LANE, WITH THE FOLLOWING
COURSES AND DISTANCES, NAMELY: BISSELL LANE, CENTER LINE FROM B.B. TO L.D.
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 9-1/20 W. 0.61 I
N. 23-3/40 W. 0.62 K
N. 38-1/20 W. 1.00 L
N. 42-1/20 W.
N. 54-1/20 W. 2.90 M0.72 N
a
Page 8 of 2 0 Pages
ORT 3157-E
� r
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-Hii
AMENDED/5
N. 67-1/20 W. 0.65 0
N. 84-3/40 W. 1.34 PIPE LD
WHICH PIPE MARKED L.D. BEARS S. 67-1/40 E. 0.63 CHS. FROM A POPLAR TREE 11" IN
DIAMETER AND A REDWOOD TREE 6" IN DIAMETER OUT OF A STUMP 6 FEET IN DIAMETER AND
10 FEET HIGH, BEARS S. 850 51 W. 0.77 CHS. ; THENCE LEAVING SAID BISSELL LANE AND
RUNNING ALONG THE ROAD, THE FOLLOWING COURSES AND DISTANCES, NAMELY: FROM "LD,,.
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 50 W. 1.75 1
N. 24* E. 1.60 2
N. So E. 1.95 3
N. 38* 301 E. 3.50 4
N. 100 W. 2.80 5
N. 37c 301 W. 0.75 6 & KR3
TO THE PLACE OF BEGINNING.
ASSESSOR'S PARCEL NO. 544-31-002
PARCEL NINE:
BEING PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED JULY 31, 1985 IN
BOOK J415 PAGE 576 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 1 WEST,
M.D.B. & M. ; THENCE WESTERLY ALONG THE NORTH LINE OF SECTION 6, SAID TOWNSHIP
AND RANGE TO THE POINT OF INTERSECTION OF SAID NORTH LINE OF SAID SECTION 6 WITH
THE CENTER LINE OF CHASE ROAD; THENCE WESTERLY ALONG THE CENTER LINE OF SAID
CHASE ROAD TO THE LANDS OF THE PRESIDENT AND BOARD OF TRUSTEES OF SANTA CLARA
COLLEGE; THENCE SOUTH TO THE NORTH LINE OF SAID SECTION 6; THENCE WEST 15.50
CHAINS, MORE OR LESS, TO THE NORTHEAST CORNER OF THE LOT DEEDED BY DORA KOPPITZ
AND J. KOPPITZ To W.C. MAHONEY BY DEED OF MAY 6, 1890; THENCE ALONG THE EASTERLY
AND SOUTHERLY LIKE OF SAID MAHONEY LOT, SOUTH 14-1/20 EAST 7.39 CHAINS TO A
STAKE MARKED M-C.K., SOUTH 58-120 WEST 5.92 CHAINS,. SOUTH 80 309 EAST 0.61 :
CHAINS, SOUTH 1- WEST 0.83 CHAINS, SOUTH 180 40' WEST 1.08 CHAINS, SOUTH 40 451
WEST 1.06 CHAINS, SOUTH 350 301 WEST 1.65 CHAINS, SOUTH 720 301 WEST 1.55
CHAINS, SOUTH 890 301 WEST 1.15 CHAINS, SOUTH 700 151 WEST 1.48 CHAINS, SOUTH .
810 201 WEST 1.03 CHAINS, NORTH 890 521 WEST 7.35 CHAINS To STAKE K4M4 IN THE
EASTERLY LINE OF THE RENOWDEN TRACT, BEING ALSO THE 1/4 SECTION LINE RUNNING
NORTH AND SOUTH THROUGH THE CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST;
THENCE SOUTH 00 121 WEST 20.45 CHAINS TO STAKE MARKED RX2 FROM WHICH THE ABOVE
MENTIONED 1/4 SECTION CORNER IN CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, --RANGE I
WEST, AS SET IN THE SUBDIVISION OF THE RENOWDEN TRACT BEARS SOUTH, 00 121 WEST
3.18 -CHAINS; THENCE SOUTH 430 401 EAST, 4.39 CHAINS TO POINT IN 1/4 SECTION LINE
RUNNING EAST AND WEST THROUGH THE CENTER OF SAID SECTION 6; THENCE EAST ALONG
SAID 1/4 SECTION LINE TO THE CENTER OF WEBB CREEK; THENCE UP THE CENTER OF WEBB
CREEK, BEING ALSO THE EASTERLY LINE OF LOT 3 OF THE RENOWDEN TRACT To THE
ORT 3157- Page Of_LO Pages
_
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-HJ.T
AMENDED/5
INTERSECTION OF SAID CENTER LINE OF SAID WEBB CREEK WITH THE 1/4 SECTION LINE
RUNNING NORTH AND SOUTH THROUGH THE CENTER OF SAID SECTION 6; THENCE SOUTHERLY
ALONG SAID 1/4 SECTION LINE TO THE CENTER OF THE DOUGHERTY ROAD; THENCE
NORTHEASTERLY ALONG THE CENTER OF SAID DOUGHERTY ROAD TO A STAKE OPPOSITE THE
GATE IN LANE LEADING TO THE RESIDENCE FORMERLY OWNED BY G.R. BISSELL; THENCE
SOUTHERLY AND ALONG THE CENTER OF SAID LANE TO A STAKE STANDING OPPOSITE THE
CENTER OF VINEYARD GATEWAY; RUNNING THENCE EASTERLY IN A STRAIGHT LINE THROUGH
THE CENTER OF SAID GATEWAY AND ALONG THE CENTER LINE OF A ROAD BETWEEN CHARBONO
AND MALVOISE GRAPES, BEING THE LINE DIVIDING LANDS FORMERLY OF RANKIN AND
BISSELL, TO A STAKE IN FENCE; THENCE PROLONGING SAID CENTER LINE OF SAID ROAD TO
THE CENTER OF A GULCH; THENCE SOUTHEASTERLY ALONG THE CENTER OF SAID GULCH TO
THE CENTER OF COLLINS CREEK AND THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;
THENCE UP THE CENTER OF COLLINS CREEK TO THE LINE DIVIDING SECTIONS 6 AND 7,
TOWNSHIP 9 SOUTH, RANGE 1 WEST; THENCE EAST ALONG SAID LINE BETWEEN SAID
SECTIONS 6 AND 7 AND 5 AND 8 TO THE CENTER OF RAVINE; THENCE DOWN THE CENTER OF
SAID RAVINE TO THE CENTER OF COLLINS CREEK; THENCE UP THE CENTER OF COLLINS
CREEK SOUTHWESTERLY, FOLLOWING THE MEANDERS OF COLLINS CREEK TO THE TRUE POINT
OF BEGINNING.
s'
EXCEPTING THEREFROM ALL THE PETROLEUM, NApTHA, ASPHALTUM AND OTHER SUBSTANCES
CONTAINING OR PRODUCING OIL, AND ALL COAL, MINERAL AND MINERAL SUBSTANCES, AND
THE RIGHT, PRIVILEGE AND EASEMENT TO HAVE, TAKE AWAY AND REMOVE TO THE USE AND
BENEFIT OF T.G. MCLERAN, ET AL, AND THEIR. HEIRS AND ASSIGNS ALL THE SUBSTANCES
AFORESAID, AND FOR THAT PURPOSE, FROM TIME TO TIME AND AT ALL TIMES HEREAFTER TO
ENTER UPON THE ABOVE DESCRIBED PREMISES WITH THEIR SERVANTS, AGENTS, ASSOCIATES
AND ASSISTANTS TO PROSPECT, SEARCH, DIG AND BORE FOR SAID SUBSTANCES AND TO
EXTRACT AND WORK THE SAME, AS CONVEYED TO T.G. MCLERAN, ET AL BY INDENTURE
RECORDED OCTOBER 19, 1865 IN BOOK U OF DEEDS, PAGE 220 OF OFFICIAL RECORDS.
ASSESSOR'S PARCEL NO. 544-31-002 (PORTION) 544-33-003
PARCEL TEN:
BEGINNING AT A REDWOOD TREE 2 FEET IN DIAMETER MARKED "1/4 SEC." AND BEING .THE
1/4 SECTION CORNER BETWEEN SECTIONS 31, T8S. , R1W AND SECTION 6, T9S, R1W; AND
RUNNING THENCE ALONG THE LINE BETWEEN SAID SECTIONS 31 AND 6, NORTH 89-1/40 E.
15 CHAINS TO A MADRONE TREE 4 FEET IN DIAMETER MARKED WITH 3 NOTCHES FORE
AND
AFT (EAST AND WEST) FOR A STATION TREE ON SAID SECTION LINE, SAID POINT ALSO
BEING THE NORTHEAST CORNER OF THE 21.14 ACRE TRACT DEEDED BY DORA KOPPITZ AND J.
KOPPITZ TO W.C. MAHONEY BY DEED OF MAY 6, 1890; THENCE ALONG THE EASTERLY AND
SOUTHERLY LINE OF SAID MAHONEY LOT, SOUTH 14-1/20 WEST 7.39 CHAINS TO A STAKE
MARKED M.C.K. , SOUTH 58-1/20 WEST 5.92 CHAINS, SOUTH 8° 30' EAST 0.61 CHAINS,
SOUTH 120 WEST 0.83 CHAINS, SOUTH 180 40' WEST 1.08 CHAINS, SOUTH 4° 45' WEST
1.06 CHAINS, SOUTH 35° 30' WEST 1.65 CHAINS, SOUTH 72° 30' WEST 1.55 CHAINS,
SOUTH 890 30' WEST 1.15 CHAINS, SOUTH 700 15' WEST 1.48 CHAINS, SOUTH 810 20'
WEST 1.03 CHAINS, NORTH 890 52' WEST 7.35 CHAINS TO STAKE K4M4 IN THE EASTERLY
LINE OF THE RENOWDEN TRACT, BEING ALSO THE 1/4 SECTION LINE RUNNING NORTH AND `
SOUTH THROUGH THE CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST; THENCE
ALONG SAID 1/4 SECTION LINE RUNNING NORTH AND SOUTH THROUGH THE CENTER OF SAID
SECTION 6, NORTH 15.63 CHAINS TO THE POINT OF BEGINNING, AND BEING A PORTION OF
Page 10 of 2 0 Pages
ORT 3157-E
A
OLD REPUBLIC CO TITLE MpANy
CO
ORDER NO. 474371-Hij
AMENDED/5
SECTION 6 IN TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. AND M.
ASSESSOR'S PARCEL NO. 544-31-004
PARCEL ELEVEN:
BEING A PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED APRIL 5, 1985 IN
BOOK J312 PAGE 2167 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
BEGINNING AT A REDWOOD TREE, 24 INCHES IN DIAMETER, BEING THE OFFICIAL QUARTER
SECTION CORNER IN THE MIDDLE OF THE NORTH LINE OF SECTION SIX (6) IN TOWNSHIP 9
SOUTH, RANGE 1 WEST, MT. DIABLO BASE AND MERIDIAN, BEING ALSO THE NORTHWEST
CORNER OF LAND OF MAHONEY (AS EXISTING ON MAY 26, 1892, FORMERLY OF KOPPITZ)
THENCE RUNNING ALONG SAID LIKE (BEING THE TOWNSHIP LINE) EAST, ONE QUARTER OF A
MILE, TO THE MIDDLE OF THE NORTH LINE OF THE NORTHEAST 1/4 OF SAID SECTION 6;
THENCE AT RIGHT ANGLES NORTH, TO THE ROAD KNOWN AS THE CHASE ROAD, THENCE
RUNNING ALONG SAID CHASE ROAD IN A GENERAL WESTERLY DIRECTION TO THE NORTHEAST
CORNER OF THE LAND OF H. PETERSON (AS EXISTING ON MAY 26, 1892) ; THENCE SOUTH
ALONG THE EAST LINE OF SAID PETERSON'S LAND -(AS EXISTING ON MAY 26, 1892) ALONG
FENCE A DISTANCE OF FIFTY FEET, MORE OR LESS, TO THE ROAD LEADING FROM SAID
CHASE ROAD To THE PREMISES OF J.B. RENOWDEN (AS EXISTING ON MAY 26, 1892) ;
THENCE ALONG SAID ROAD IN A GENERAL SOUTHERLY DIRECTION TO A POINT FROM WHICH A
STRAIGHT LINE DRAWN TO THE REDWOOD TREE, THE PLACE OF BEGINNING, WILL PASS SOUTH
OF AND DISTANT SEVENTY-FIVE (75) FEET FROM THAT CERTAIN SPRING WHICH IS SITUATED
ABOUT HALF WAY BETWEEN SAID CHASE ROAD AND SAID ROAD LEADING FROM THE CHASE ROAD
TO SAID PREMISES OF J.B. RENOWDEN (AS EXISTING ON MAY 26, 1892) AND NEAR THE
WESTERN BOUNDARY OF THE LAND HEREBY CONVEYED, WHICH SPRING ISSUES AT A LARGE
REDWOOD STUMP, IN A CLUMP OF REDWOOD TREES, AND NEAR THREE LARGE CALIFORNIA
LAURELS; THENCE FROM SAID POINT NORTHEASTERLY ABOUT ONE-EIGHTH OF A MILE TO THE
PLACE OF BEGINNING; AND BEING A PART OF LOTS 10 AND 12 OF THE SUBDIVISION OF THE
RENOWDEN TRACT AS SHOWN UPON THE MAP THEREOF OF RECORD IN THE COUNTY RECORDER'S
OFFICE OF SAID COUNTY OF SANTA CLARA, IN BOOK "C" OF MAPS, PAGE 51.
BEING THE SAME PREMISES GRANTED TO SAID PARTY OF THE FIRST PART BY J.B.
RENOWDEN, ET AL, BY DEED DATED MAY 26, 1892, OF RECORD IN LIBER 146 OF DEEDS,
PAGE 529, ET SEQ. , IN THE COUNTY RECORDER'S OFFICE OF THE -COUNTY OF SANTA CLARA,
TO WHICH DEED AS THERE RECORDED REFERENCE IS HEREBY SPECIALLY MADE FOR
DESCRIPTION OF SAID PREMISES.
ASSESSOR'S PARCEL NO. 544-28-004 (PORTION) AND 544-30-002 (PORTION)
PARCEL TWELVE:
BEING THAT PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED ON MAY 1,
1985 IN BOOK J334, PAGE 1832 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:,.
BEGINNING AT A REDWOOD TREE 24 INCHES IN DIAMETER, BEING THE OFFICIAL ONE
QUARTER (1/4) SECTION CORNER IN THE NORTH LINE OF SECTION 6, T.9-S.R.l.W.,
M.D.M. , SAID POINT OF BEGINNING BEING ALSO THE NORTHWEST CORNER OF LAND OF
MAHONEY (AS EXISTING ON JULY 6TH, 1892, FORMERLY OF KOPPITZ) ; THENCE RUNNING
Page 11 ofLO_Pages
4ORT 3157-E
----------------------
OLD REPUBLIC TITLE COMpo;r
ORDER NO. 474371-HJJ
AMENDED/S
ALONG THE 1/4 SECTION LINE SOUTH 5.16 CHAINS TO A STAKE MARKED "5 4", FROM WHICH
A BLACK OAK MARKED "B.T.R.55" BEARS S. 30 30" W. 54 LINKS DISTANT; THE
RUNNING ALONG THE CENTER LINE OF THE ROAD LEADING FROM THE CHASE ROAD TO THE
PREMISES OF J.B. RENOWDEN (AS EXISTING ON JULY 6TH, 1892) WITH THE FOLLOWING
COURSES AND DISTANCES: S. 56° 37' W. 1.50 CHAINS; S. 730 15, W. 0.61 CHAINS; N.
600 45' W. 1.94 CHAINS; N. 740 30, W. 1.03 CHAINS; S. 700 52' W. 0.59 540 30, W. 1.77 CHAINS; S. 47° W. 0.26 CHAINS; S. 880 W. 0.45 CHAINS; S.
W. 0.53 CHAINS, AND N. 360 46' W. 1.55 CHAINS; THENCE LEAVING SAIDNROAD•AND° 15'
RUNNING ALONG THE SOUTHEASTERLY LINE OF LANDS OF THE PRESIDENT AND BOARD OF
TRUSTEES OF SANTA CLARA COLLEGE (AS EXISTING ON DULY 6TH, 1892) N. 600 45' E.
9.95 CHAINS TO THE PLACE OF BEGINNING; AND BEING A PART OF LOT 10 OF THE
RENOWDEN SUBDIVISION, AS RECORDED IN BOOK "C", PAGE 51 OF MAPS, IN THE COUNTY
RECORDER'S OFFICE OF SAID COUNTY OF SANTA CLARA; COURSES TRUE, MAG.' VAR. 16° r
E. BEING THE 30 SAME PREMISES GR
ANTED TO THE PRESIDENT AND BOARD
SANTA CLARA COLLEGE BY J.B. RENOWDEN, OF TRUSTEES OF ;
BY DE
ED DATED DULY 6TH 1892, OF
LIBER 150 OF DEEDS, PAGE 94 ET SEQ. IN THE COUNTY RECORDER'S OFFICE OF SAID IN
COUNTY OF SANTA CLARA, TO WHICH DEED AS THEIR RECORDED REFERENCE IS HEREBY
SPECIALLY MADE FOR DESCRIPTION OF SAID PREMISES.
ASSESSOR'S PARCEL NO. 544-30-002 (PORTION)
PARCEL THIRTEEN:
BEING THAT PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED ON MAY 1,
1985 IN BOOK J334, PAGE 1828 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT A STAKE STANDING IN THE NORTH LINE OF SECTION SIX (6) , TOWNSHIP
NINE (9) SOUTH, RANGE ONE (1) WEST, MT. DIABLO BASE AND MERIDIAN, SAID STAKE BEING DISTANT TWENTY (20) CHAINS EAST FROM A REDWOOD TREE 24 INCHES IN DIAMETER,
BEING THE OFFICIAL 1/4 SECTION CORNER IN THE SAID NORTH LINE OF SECTION 6,
T.9.S.R.1W. ; THENCE ALONG SAID LAST DESCRIBED SECTION LINE N. 890 45' E. 9.00
CHAINS TO A 2" X 3" STAKE; THENCE NORTH 0.455 CHAINS TO THE CENTER LINE OF-THE
CHASE ROAD; THENCE RUNNING ALONG THE CENTER LINE OF SAID ROAD, WITH THE.
FOLLOWING COURSES AND DISTANCES; N. 820 35' W. 0.68 CHAINS; N. 710 15, W. 1.51
CHAINS; N. 670 40' W. 3.33 CHAINS; N. 750 W. 1.06 CHAINS; N. 780 30' W. 1.12
CHAINS; AND N. 740 54' W. 1.745 CHAINS TO A POINT FROM WHICH A 2 X 3 INCH
WITNESS STAKE BEARS SOUTH 8 1/2 LINKS DISTANT: THENCE 3.28 CHAINS W,THE ,PLACE
OF BEGINNING; AND BEING A PART OF LOT 12 OF THE RENOWDEN SUBDIVISION, RECORDED%IN MAP BOOK C, PAGE 51, IN THE COUNTY RECORDER'S OFFICE OF SAID COUNTY OF SANTA
CLARA; COURSES TRUE, MAG. VAR. 16° 30' EAST.
BEING THE SAME PREMISES GRANTED TO THE PRESIDENT AND BOARD OF TRUSTEES OF SANTA
CLARA COLLEGE BY JOSEPH RENOWDEN, ET AL, BY DEED DATED AUGUST 17, 1892, OF
RECORD IN LIBER ISO OF DEEDS, PAGE 496 ET SEQ. IN THE COUNTY RECORDER'S OFFICE
OF SAID COUNTY OF SANTA CLARA, TO WHICH DEED AS THEIR RECORDED REFERENCE IS
HEREBY SPECIALLY MADE FOR DESCRIPTION OF SAID PREMISES.
ASSESSOR'S PARCEL NO. 544-28-004 (PORTION
PARCEL FOURTEEN:
Page 12 of 20 Pages
ORT 3157-E
OLD NPUBLIC TITLE COMPANy
ORDER NO. 474371-HJJ
AMENDED/S
BEING THAT PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 27,
1985 IN BOOK J303 PAGE 919 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIPE 2-1/2 INCHES IN DIAMETER AND FOUR FEET LONG, SAID
POINT OF BEGINNING BEING N. 640 44' E. 1.17-1/2 CHAINS FROM THE SOUTHWEST CORNER
OF LOT NO. 11 OF THE RENOWDEN TRACT, AS RECORDED IN MAP BOOK C, PAGE 51, RECORDS
OF SANTA CLARA COUNTY, CALIFORNIA; THENCE N. 6* 51 E. 1.71-1/2 CHAINS; S. 58* E.
1.95 CHAINS TO A STAKE, FROM WHICH BEARS A MADRONE TWO FEET IN DIAMETER S. 580
E. 3 LINKS MARKED B.T.L.G.N.3; THENCE S. 70* W. 1.94 CHAINS TO THE PLACE OF
BEGINNING, BEING PART OF LOT 11 OF THE RENOWDEN TRACT AS RECORDED IN MAP BOOK C,
PAGE 51 RECORDS OF SANTA CLARA COUNTY, CALIFORNIA, AND BEING SITUATED IN SECTION
31, T.8 S.R. I W. M.D.M.
ASSESSOR'S PARCEL NO. 544-29-006
SD/Cl/MW
A 544-28-4/544-29-6/544-30-2/544-31-2,3,4
544-33,3,14/544-50-1
544-35-6
Page 13 of 2 0 Pages
ORT 3157-E
Aw
EXHIBIT A-2
DESCRIPTION OF LOWER PROPERTY
PAG\999M20207.1
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
The land referred to in this Report is situated in the County of Santa Clara , in the unincorporated area
State of California, and is described as follows:
PARCEL ONE:
BEING ALL OF PARCEL B DESCRIBED IN THE CERTIFICATE OF COMPLIANCE RECORDED
DECEMBER 20, 1995 IN BOOK P134 PAGE 1613 OF OFFICIAL RECORDS DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED DECEMBER 15, 1941 IN BOOK 1071, PAGE
368, OFFICIAL RECORDS, SAID POINT OF BEGINNING ALSO BEING IN THE CENTER LINE OF
RESERVOIR OR RUNDLE CREEK AT A POINT CALLED STATION 40 OF THAT CERTAIN 212.7
ACRE PARCEL OF LAND CONVEYED TO THE NOVITIATE OF LOS GATOS, A CORPORATION,
RECORDED BY DEED APRIL 20, 1934 IN BOOK 686, PAGE 204, OFFICIAL RECORDS; THENCE
RUNNING ALONG THE CENTER LINE OF SAID RESERVOIR OR RUNDLE CREEK, BEING ALSO THE
NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO ALMA COLLEGE, A
CORPORATION, BY DEED RECORDED OCTOBER 30, 1934 IN BOOK 702, PAGE 594, OFFICIAL
RECORDS, THE FOLLOWING COURSES AND DISTANCES: NORTH 420 00' WEST 55.75 FEET TO
STATION 41; THENCE SOUTH 490 06' WEST 53 .90 FEET TO STATION 42; THENCE NORTH 690
34' WEST 99.62 FEET TO STATION 43; THENCE NORTH 76° 37' WEST 23 .92 FEET TO
STATION 44, IN THE CENTER OF CONCRETE DAM 20.0 FEET HIGH AT THE LOWER END OF A
LAKE; THENCE ACROSS SAID LAKE AND CONTINUING UPSTREAM; SOUTH 870 03 ' WEST 225.23
FEET TO STATION 45; THENCE SOUTH 610 07' WEST 53.62 FEET TO STATION 46; THENCE
SOUTH 510 29' WEST 81.45 FEET TO STATION 47; THENCE SOUTH 080 20' WEST 88.80
FEET TO STATION 48; THENCE SOUTH 850 10' WEST 64.50 FEET TO STATION 49; THENCE
NORTH 390 02' WEST 41.80 FEET TO STATION 50; THENCE NORTH 88° 58' WEST 69.50
FEET TO STATION 51; THENCE SOUTH 490 23 ' WEST 95.03 FEET TO STATION 52; THENCE
NORTH 500 22' WEST 53.55 FEET TO STATION 53; THENCE NORTH 791 19' WEST 47.65
FEET TO STATION 54; THENCE SOUTH 770 29' WEST 56.92 FEET TO STATION 55; THENCE
SOUTH 240 20' WEST 44.25 FEET TO STATION 56; THENCE SOUTH 040 15 ' WEST 62.10
FEET TO STATION 57; THENCE SOUTH 590 13 ' WEST 89.52 FEET TO STATION 58; THENCE
SOUTH 770 23 ' WEST 56.00 FEET TO STATION 59; THENCE NORTH 400 37' WEST 91.45
FEET TO STATION 60; THENCE SOUTH 640 25' WEST 57.65 FEET TO STATION 61; THENCE
NORTH 470 00' WEST 71.30 FEET TO STATION 62; THENCE NORTH 100 58' WEST 49.14
FEET TO STATION 63; THENCE SOUTH 780 38' WEST 56.85 FEET TO STATION 64; THENCE
NORTH 410 27' WEST 115.15 FEET TO STATION 65; THENCE NORTH 260 19' WEST 98.80
FEET TO STATION 66; THENCE NORTH 480 16' WEST 61.20 FEET TO STATION 67; THENCE
SOUTH 380 07' WEST 88.82 FEET TO STATION 68; THENCE NORTH 780 25' WEST 73.70
FEET TO STATION 69; THENCE NORTH 390 54' WEST 96.00 FEET TO STATION 70; THENCE
NORTH 010 02' WEST 122.20 FEET TO STATION 71; THENCE NORTH 240 25' WEST 99.25
FEET TO STATION 72; THENCE NORTH 000 53 ' EAST 175.75 FEET TO STATION 73; THENCE
NORTH 350 31, WEST 110.00 FEET TO STATION 74; THENCE SOUTH 630 06' WEST 85.30
FEET TO STATION 75; THENCE NORTH 770 47' WEST 64.90 FEET TO STATION 76; THENCE
NORTH 040 51' EAST 36.30 FEET TO STATION 77; THENCE NORTH 650 33 , WEST `85.00
FEET TO STATION 78; THENCE NORTH 160 24' EAST 41.03 FEET TO STATION 79; THENCE
NORTH 170 25, WEST 44.80 FEET TO STATION 80; THENCE NORTH 780 22 ' WEST 58.30 -
FEET TO STATION 81; THENCE SOUTH 700 50' WEST 43.05 FEET TO STATION 82; THENCE
NORTH 340 41' WEST 35.55 FEET TO STATION 83; THENCE NORTH 720 02' WEST 105.40
FEET TO STATION 84; THENCE NORTH 080 33 ' EAST 135.50 FEET TO STATION 85; THENCE
SOUTH 850 44' WEST 74.91 FEET TO STATION 86; THENCE SOUTH 730 23 ' WEST 82 .41
Page 3 of 2 1 Pages
ORT 3157-C
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
FEET TO STATION 87; THENCE NORTH 46° 37' WEST 54.64 FEET TO STATION 88; THENCE
NORTH 130 02 ' WEST 84.05 FEET TO STATION 89; THENCE NORTH 57° 12 ' EAST 56.30
FEET TO STATION 90; THENCE NORTH 090 58, EAST 93.91 FEET TO STATION 91; THENCE
NORTH 630 25' WEST 38.77 FEET TO STATION 92; THENCE SOUTH 63° 41' WEST 132.27
FEET TO STATION 93; THENCE NORTH 870 55' WEST 82.60 FEET TO STATION 94; THENCE
SOUTH 830 57' WEST 64.50 FEET TO STATION 95; AT AN IRON PIPE DRIVEN IN THE
MIDDLE OF A CONCRETE BRIDGE IN THE CENTERLINE OF BEAR CREEK ROAD; THENCE LEAVING
THE SAID CENTERLINE OF RESERVOIR OR RUNDLE CREEK AND ALSO THE NORTHERLY LINE OF
SAID PARCEL CONVEYED TO ALMA COLLEGE, AND RUNNING IN A SOUTHERLY DIRECTION ALONG
THE CENTERLINE OF BEAR CREEK ROAD TO THE NORTHEASTERLY CORNER OF THAT CERTAIN
PARCEL OF LAND CONVEYED BY ALMA, COLLEGE, A CORPORATION TO THE NOVITIATE OF LOS
GATOS, A CORPORATION, RECORDED AUGUST 6, 1940 IN BOOK 993, PAGE 450, OFFICIAL
RECORDS, SAID CORNER ALSO BEING IN THE DIVIDING LINE BETWEEN SECTIONS 5 AND 6,
HEREINAFTER REFERRED TO; THENCE SOUTH ALONG SAID DIVIDING LINE SOUTH 0° 23' EAST
14.13 CHAINS TO A STATION NUMBER 1/48 WHERE A 4" X 4" STAKE AND IRON PIPE IS
SET; THENCE CONTINUING ALONG SAID DIVIDING LINE SOUTH 00 06' EAST 14.64 CHAINS
TO A POINT IN THE CENTERLINE OF COLLINS CREEK AT THE SOUTHWESTERLY CORNER OF
THAT CERTAIN PARCEL OF LAND CONVEYED TO JAMES L. FLOOD BY DEED RECORDED JUNE 19,
1895 IN BOOK 181 OF DEEDS, PAGE 532; THENCE ALONG THE SOUTHERLY LINE OF SAID
LAST MENTIONED PARCEL OF LAND BEING ALSO THE CENTERLINE OF COLLINS CREEK,
EASTERLY TO THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED NOVEMBER 22, 1937 IN BOOK 843, PAGE
569, OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF THIS STATE HIGHWAY AS
ESTABLISHED BY THE DEED ABOVE REFERRED TO, THE FOLLOWING COURSES AND DISTANCES:
NORTH 65° 44' 50" EAST 218.09 FEET; NORTH 2° 08' 40" EAST, 580.45 FEET; NORTH
650 44' 55" EAST, 422.02 FEET; NORTH 240 25' EAST 580.00 FEET; NORTH 80 02' WEST
391.19 FEET; AND NORTH 31° 56' 10" EAST 40.00 FEET TO THE POINT OF BEGINNING AND
BEING A PORTION OF SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, AND A PORTION OF
SECTIONS 5 AND 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. AND M.
EXCEPTING FROM THE ABOVE DESCRIBED PARCEL ALL THAT PROPERTY LYING NORTHEASTERLY
TO THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A STATION NO. 26 IN THE CENTERLINE OF BEAR CREEK ROAD (FORMERLY
DOUGHERTY ROAD) AS SAID STATION IS DESIGNATED ON THE UNRECORDED MAP ENTITLED
"NO. 3 MAP SHOWING LINES, COURSES, DISTANCES, CORNERS AND MONUMENTS SET IN
SURVEY OF ALMA DALE THE PROPERTY OF JAS. L. FLOOD SURVEYED IN JULY AND AUGUST
1900 BY A.T. HERRMAN; -
THENCE FROM SAID POINT OF BEGINNING SOUTHEASTERLY TO AN IRON PIPE TO BE SET AT
THE MOST WESTERLY CORNER OF AN EASEMENT FOR THE INSTALLATION, CONSTRUCTION,
MAINTENANCE AND REPAIR OR WATER PIPELINE AND PUMP STATION, SAID POINT BEING AT
THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE NORTH 250 34' 13" EAST 20.99 FEET
AS DESCRIBED IN THE GRANT OF EASEMENT RECORDED AUGUST 27, 1993 IN BOOK .M969 AT
PAGE 931 OF OFFICIAL RECORDS.
THENCE ALONG THE SOUTHWESTERLY LINES OF SAID EASEMENT SOUTH 250 34' 13" EAST
20.99 FEET TO AN IRON PIPE TO BE SET AND SOUTH 66° 59' 15" EAST 19.32 FEET TO AN
IRON PIPE TO BE SET:
Page 4 of 21 Pages
ORT 3157-E
1p 40
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
THENCE LEAVING SAID EASEMENT LINE SOUTHEASTERLY TO AN IRON PIPE TO BE SET 20.00
FEET MORE OR LESS SOUTHWESTERLY FROM THE SOUTHWESTERLY EDGE OF A ROAD LOCATED
SOUTHWESTERLY 100.00 FEET MORE OR LESS FROM A SHORELINE OF A LAKE, SAID LAKE
BEING 400 FEET MORE OR LESS SOUTHWESTERLY OF THE BUILDINGS OF ALMA COLLEGE.
THENCE ON THE SOUTHEASTERLY PROLONGATION OF LAST DESCRIBED LINE TO THE
CENTERLINE OF COLLINS CREEK.
ALSO EXCEPTING THEREFROM ALL THE PETROLEIUM, NAPTHA, ASPHALTUM AND OTHER
SUBSTANCES CONTAINING OR PRODUCING OIL, AND ALL COAL, MINERAL AND MINERAL
SUBSTANCES, AND THE RIGHT, PRIVILAGE AND EASEMENT TO HAVE, TAKE AWAY AND REMOVE
TO THE USE AND BENEFIT OF T.G. MCLERAN, ET AL, AND THEIR HEIRS AND ASSIGNS ALL
THE SUBSTANCES AFORESAID, AND FOR THAT PURPOSE, FROM TIME TO TIME AND AT ALL
TIMES HEREAFTER TO ENTER UPON THE ABOVE DESCRIBED PREMISES WITH THEIR SERVANTS,
AGENTS, ASSOCIATES AND ASSISTANTS TO PROSPECT, SEARCH, DIG 'AND BORE FOR SAID
SUBSTANCES AND TO EXTRACT AND WORK THE SAME, AS CONVEYED TO T.G. MCLERAN, ET AL
BY INDENTURE RECORDED OCTOBER 19, 1865 IN BOOK U OF DEEDS, PAGE 220 OF OFFICIAL
RECORDS.
ASSESSOR'S PARCEL NO. 544-33-002
PARCEL TWO:
BEING ALL OF PARCEL 'A' DESCRIBED IN THE CERTIFICATE OF COMPLIANCE RECORDED
DECEMBER 20, 1995 IN BOOK P134, PAGE 1613 OF OFFICIAL RECORDS, DESCRIBED AS
FOLLOWS:
BEING ALL OF PARCEL DESCRIBED IN THE CERTIFICATE OF COMPLIANCE #2313-26-46-84CC,
RECORDED AUGUST 13, 1985 IN BOOK J427 AT PAGE 709, OFFICIAL RECORDS OF SANTA
CLARA COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE WEST LINE OF THE CALIFORNIA STATE HIGHWAY, RUNNING
FROM SANTA CRUZ TO LOS GATOS, KNOWN AS SECTION "B" ROUTE 5, DIVISION IV, SANTA
CLARA COUNTY, SAID POINT OF BEGINNING BEING NORTH 48° 35' WEST 30.00 FEET FROM
Page 5 of 2 1 Pages
ORT 3157-E
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 4743773-HJJ
Amended-2
STATION "All 268-20.03 IN THE CENTER LINE OF SAID CALIFORNIA STATE HIGHWAY, AND
RUNNING THENCE UP A CREEK KNOWN AS RESERVOIR CREEK WITH THE FOLLOWING COURSES
AND DISTANCES: NORTH 500 051 WEST 39.53 FEET TO STATION 1; THENCE S. 870 47,
WEST 56.04 FEET TO STATION 2; THENCE NORTH 72* 43' WEST 88.50 FEET TO STATION 3;
THENCE NORTH 200 00, WEST .80.77 FEET TO STATION 4; THENCE NORTH 60* 161 WEST
98.20 FEET TO STATION 5; THENCE NORTH 54* 09' EAST 81.15 FEET TO STATION 6;
THENCE NORTH 160 361 EAST 34.70 FEET TO STATION 7; THENCE NORTH 23* 571 WEST
39.82 FEET TO STATION 8; THENCE NORTH 610 14 ' WEST 48.05 FEET TO STATION 9;
THENCE SOUTH 640 321 WEST 58.55 FEET TO STATION 10; THENCE SOUTH 11* 441 WEST
64 .50 FEET TO STATION 11; THENCE SOUTH 45* 07' WEST 87.41 FEET TO STATION 12;
THENCE NORTH 630 541 WEST 106.82 FEET TO STATION 13; THENCE SOUTH 64* 061 WEST
123.35 FEET TO STATION 14; THENCE SOUTH 2* 05' WEST 50.13 FEET TO STATION 15;
THENCE SOUTH 310 16, WEST 36.57 FEET TO STATION 16; THENCE SOUTH 5612 121 WEST
147.25 FEET TO STATION 17; THENCE NORTH 650 47' WEST 199.32 FEET TO STATION 18;
THENCE SOUTH 580 181 WEST 84.20 FEET TO STATION 19; THENCE SOUTH 190 421 EAST
73.15 FEET TO STATION 20; THENCE SOUTH 61* 23' WEST 128-60 FEET TO STATION 21;
THENCE SOUTH 830 521 WEST 60.60 FEET TO STATION 22; THENCE SOUTH 33* 011 WEST
26.25 FEET TO STATION 23; THENCE NORTH 280 58' WEST 111.50 FEET TO STATION 24;
THENCE NORTH 750 131 WEST 44.40 FEET TO STATION 25; THENCE SOUTH 57* 041 WEST
102.55 FEET TO STATION 26; THENCE SOUTH 45* 46' WEST 105.62 FEET TO STATION 27;
THENCE NORTH 420 58, WEST 41.90 FEET TO STATION 28; THENCE NORTH 70 32' WEST
42.20 FEET TO STATION 29; THENCE NORTH 82* 02' WEST 80.60 FEET TO STATION 30;
THENCE NORTH 690 061 WEST 66.60 FEET TO STATION 31; THENCE NORTH 430 301 WEST
92.30 FEET TO STATION 32; THENCE SOUTH 740 06' WEST 62.30 FEET TO STATION 33;
THENCE NORTH 550 451 WEST 95.90 FEET TO STATION 34; THENCE SOUTH 510 00' WEST
84 .30 FEET TO STATION 35; THENCE SOUTH 74* 32 ' WEST 40.30 FEET TO STATION 36;
THENCE NORTH 230 58' WEST 139.16 FEET TO STATION 37; THENCE SOUTH 860 171 WEST
68.65 FEET TO STATION 38; THENCE SOUTH 67* 23' WEST 119.33 FEET TO STATION 39;
THENCE NORTH 60 561 WEST 58.70 FEET TO STATION 40; THENCE NORTH 420 00' WEST
55.75 FEET TO STATION 41; THENCE SOUTH 49* 06' WEST 53.90 FEET TO STATION 42;
THENCE NORTH 690 341 WEST 99.62 FEET TO STATION 43; THENCE NORTH 760 371 WEST
23.92 FEET TO STATION 44 IN THE CENTER OF A CONCRETE DAM 20.0' FEET HIGH, AT THE
LOWER END OF A LAKE; THENCE ACROSS SAID LAND AND CONTINUING UPSTREAM; SOUTH 870
031 WEST 225.23 FEET TO STATION 45; THENCE SOUTH 61* 07' WEST 53.62 FEET TO
STATION 46; THENCE SOUTH 510 291 WEST 81.45 FEET TO STATION 47; THENCE SOUTH 80
201 WEST 88.80 FEET 'TO STATION 48; THENCE SOUTH 85* 10' WEST 64.50 FEET TO
STATION 49; THENCE NORTH 390 021 WEST 41.80 FEET TO STATION 50; THENCE- NORTH '88*
581 WEST 69-50 FEET TO STATION 51; THENCE SOUTH 49* 23 ' WEST 95.03 FEET :1 TO
STATION 52; THENCE NORTH 500 221 WEST 53.55 FEET TO STATION 53; THENCE NORTH 79*
191 WEST 47.65 FEET TO STATION 54; THENCE SOUTH 77* 29' WEST 56.92 FEET TO
STATION 55; THENCE SOUTH 240 201 WEST 44.25 FEET TO STATION 56; THENCE SOUTH 4*
151 WEST 62-10 FEET TO STATION 57; THENCE SOUTH 59* 13 ' WEST 89.22 FEET TO
STATION 58; THENCE SOUTH 770 251 WEST 56.00 FEET TO STATION 59; THENCE NORTH'40*
371 WEST 91-45 FEET TO STATION 60; FROM WHICH A MAPLE TREE 10" IN DIAMETER BEARS,
SOUTH 870 151 WEST 14.53 FEET, AND AN ELM TREE 3011 IN DIAMETER BEARS SOUTH 160
EAST 75 FEET; THENCE SOUTH 640 251 WEST 57.65 FEET TO STATION 61; FROM.WHICH AN
ALDER TREE 2411 IN DIAMETER BEARS NORTH 780 201 WEST 10.5 FEET AND A REDWOOD TREE
1011 IN DIAMETER BEARS NORTH 210 551 EAST 19.35 FEET; THENCE NORTH 470 00' 'WEST
71.30 FEET TO STATION 62; THENCE NORTH 100 58' WEST 49.14 FEET TO STATION 63;
THENCE SOUTH 780 381 WEST 56.85 FEET TO STATION 64; THENCE NORTH 410 271 WEST
Pap- 6 of 2 1 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
115-15 FEET TO STATION 65; THENCE NORTH 260 191 WEST 98-80 FEET TO STATION 66;
THENCE NORTH 480 161 WEST 61.20 FEET TO STATION 67; THENCE SOUTH 38* 07' WEST
87-82 FEET TO STATION 68; THENCE NORTH 780 25 ' WEST 73-70 FEET TO STATION 69;
THENCE NORTH 390 541 WEST 96.00 FEET TO STATION 70; THENCE NORTH 10 021 WEST
122.20 FEET TO STATION 71; THENCE NORTH 24* 35' WEST 99.25 FEET TO STATION 72;
THENCE NORTH 00 531 EAST 175.75 FEET TO STATION 73; THENCE NORTH 350 311 WEST
110.00 FEET TO STATION 74; THENCE SOUTH 630 06' WEST 85.30 FEET TO STATION 75;
THENCE NORTH 770 471 WEST 64.90 FEET TO STATION 76; THENCE NORTH 4' 51' EAST
36.30 FEET TO STATION 77; THENCE NORTH 650 33 ' WEST 85-00 FEET TO STATION 78;
THENCE NORTH 160 241 EAST 41.03 FEET TO STATION 79; THENCE NORTH 17* 251 WEST
44.80 FEET TO STATION 60; THENCE NORTH 78* 22 ' WEST 58.30 FEET TO STATION 81;
THENCE SOUTH 700 501 WEST 43.05 FEET TO STATION 82; THENCE NORTH 340 411 WEST
35-65 FEET TO STATION 83; THENCE NORTH 72* 02' WEST 105..40 FEET TO STATION 84;
THENCE NORTH 80 33 , EAST, 135.50 FEET TO STATION 85; THENCE SOUTH 850 441 WEST
74-91 FEET TO STATION 86; THENCE SOUTH 75* 23' WEST 82.41 FEET TO STATION 87;
THENCE NORTH 460 371 WEST 54.64 FEET TO STATION 88; THENCE NORTH 13* 02' WEST
84.05 FEET TO STATION 89; THENCE NORTH 57* 12' EAST 56.30 FEET TO STATION 90;
THENCE NORTH 90 581 EAST 93.91 FEET TO STATION 91; THENCE NORTH 630 251 WEST
38.77 FEET TO STATION 92; THENCE SOUTH 630 41' WEST 132.27 FEET TO STATION 93;
THENCE NORTH 870 551 WEST 82.60 FEET TO STATION 94; THENCE SOUTH 830 571 WEST
64.50 FEET TO STATION 95 AT AN IRON PIPE DRIVEN IN THE MIDDLE OF A CONCRETE
BRIDGE IN THE CENTER LINE OF DOUGHERTY OR BEAR CREEK ROAD; THENCE ALONG THE
CENTER LINE OF DOUGHERTY ROAD WITH THE FOLLOWING COURSES AND DISTANCES; NORTH
120 01, EAST 10.31 FEET TO STATION 54 IN THE SURVEY OF THE CENTER LINE OF
DOUGHERTY ROAD, FROM WHICH A SYCAMORE TREE 2410 IN DIAMETER BEARS NORTH 65- WEST,
6.6 FEET; THENCE ALONG SAID CENTER LINE NORTH 381 33 ' EAST 114.80 FEET TO
STATION 55; THENCE NORTH 340 351 EAST 83.16 FEET TO STATION 56; FROM WHICH AN
OAK TREE 1411 IN DIAMETER BEARS NORTH 290 WEST 47.2 FEET; THENCE NORTH 79* 15'
EAST 69-15 FEET To STATION 57; THENCE SOUTH 80* 15' EAST 118.90 FEET TO STATION
58; FROM WHICH A WHITE OAK TREE 4011 IN DIAMETER BEARS SOUTH 890 20' EAST 54.3
FEET; THENCE NORTH 620 371 EAST 210.10 FEET TO STATION 59; THENCE NORTH 75* 07'
EAST 62.88 FEET To STATION 60; THENCE NORTH 57* 46' EAST 286.33 FEET TO STATION
61; FROM WHICH A WHITE OAK TREE 411 IN DIAMETER BEARS NORTH 460 EAST, 15.1 FEET;
THENCE NORTH 65- 591 EAST 176.22 FEET TO STATION 62; FROM WHICH A WHITE OAK TREE
1811 IN DIAMETER BEARS NORTH 77- 301 WEST 40.9 FEET; THENCE NORTH 67* 59' EAST
308.88 FEET TO STATION 63; NORTH 63* 59' EAST 89.76 FEET TO STATION 64; THENCE
NORTH 800 291 EAST 99.00 FEET TO STATION 65; THENCE NORTH 650 441 FAST 99.00
FEET TO STATION 66; THENCE NORTH 750 041 EAST 75.24 FEET TO STATION 67; FROM
WHICH A WHITE OAK TREE 121( IN DIAMETER BEARS NORTH 90 301 EAST 18.0 FEET; THENCE
SOUTH 830 01, EAST 66.00 FEET TO STATION 68; THENCE SOUTH 67* 46' EAST 99-00
FEET TO STATION 69; THENCE SOUTH 830 461 EAST 33.00 FEET TO STATION 70; THENCE
SOUTH 860 161 EAST 293.70 FEET TO STATION 71; THENCE NORTH 780 591 EAST 89.76
FEET TO STATION 72; THENCE NORTH 660 441 EAST 99.00 FEET TO STATION 73; THENCE
NORTH 560 141 EAST 15.24 FEET TO STATION 74; THENCE NORTH 240 44' EAST 71-28
FEET TO STATION 75; THENCE NORTH 70 05' EAST 78.05 FEET TO STATION 76; ' PROM
WHICH A BLACK OAK TREE 3611 IN DIAMETER BEARS NORTH 20 301 EAST 117.6 FEET AND A
411 X 4" WITNESS POST IN THE EASE LINE OF THE DOUGHERTY ROAD BEARS NORTH 880 431
EAST 31.02 FEET, SAID 411 X 411 WITNESS POST BEING THE SOUTHWEST CORNER OF THE
LAND KNOWN AS THE CEMETERY; THENCE RUNNING ALONG THE SOUTH LINE OF SAID
CEMETERY, NORTH ego 031 EAST 143.22 FEET TO THE LINE RUNNING NORTH AND SOUTH
Page 7 of 2 1 *Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
THROUGH THE CENTER OF SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, MOUNT D IABLO
BASE AND MERIDIAN; THENCE ALONG SAID 1/4 SECTION LINE AND ALONG THE EAST LINE OF
SAID CEMETERY, AND ALSO ALONG THE EAST LINE OF THE LANDS OF CONRAD FRANK, NORTH
10 05' WEST 801.14 FEET TO THE NORTHEAST CORNER OF THAT CERTAIN 64.59 ACRE TRACT
OF LAND AS DEEDED BY JOHN K. ALEXANDER AND SARAH R. ALEXANDER, HIS WIFE TO
HERBERT E. LAW, BY DEEDS DATED APRIL 29, 1902 IN THE RECORDS OF SANTA CLARA
COUNTY, CALIFORNIA; THENCE RUNNING ALONG THE NORTH LINE OF SAID 64.59 ACRE
TRACT, NORTH 780 35, EAST 201.95 FEET TO A POINT IN THE SOUTHERLY LINE OF THE
DOUGHERTY ROAD, SAID SOUTHERLY LINE BEING THE NORTH BOUNDARY OF SAID 64.59 ACRE
TRACT; THENCE ALONG THE SOUTHERLY LINE OF THE DOUGHERTY ROAD NORTH 490 51' EAST
487.13 FEET TO A POINT; THENCE NORTH 610 06' EAST 344.11 FEET TO A POINT; THENCE
NORTH 790 58, EAST 49.94 FEET TO A POINT; THENCE SOUTH 76° 44' EAST 47.07 FEET
TO A POINT; THENCE SOUTH 620 41' EAST 100.16 FEET TO A POINT; THENCE SOUTH 740
39' EAST 57.44 FEET TO A POINT; THENCE NORTH 780 14' EAST 308.15 FEET TO A
POINT; THENCE NORTH 570 39' EAST 54.29 FEET TO A POINT; THENCE NORTH 530 48'
EAST 55.06 FEET TO A POINT; THENCE NORTH 280 57' EAST 32.64 FEET TO A POINT;
THENCE LEAVING THE SOUTH LINE OF THE DOUGHERTY ROAD AND RUNNING ALONG THE NORTH
LINE OF THAT CERTAIN 19.52 ACRE TRACT OF LAND DEEDED BY J.H. LEVY TO HARRY
TOVIS, AS RECORDED IN VOLUME 335 OF DEEDS, AT PAGE 596, RECORDS OF SANTA CLARA
COUNTY, CALIFORNIA, NORTH 830 48' EAST TO A STAKE MARKED "T.19"; THENCE SOUTH
120 00' EAST 69.6 FEET TO THE WEST LINE OF THE CALIFORNIA STATE HIGHWAY IS
HEREINBEFORE REFERRED TO; THENCE ALONG THE WEST LINE OF SAID STATE HIGHWAY ON A
CURVE TO THE LEFT WITH A RADIUS OF 430 FEET FRO A DISTANCE OF 162.48 FEET TO A
POINT OPPOSITE STATION 304-14; THENCE SOUTH 110 12' WEST 406.26 FEET TO STATION
300-79.74; THENCE ON A CURVE TO THE LEFT, WITH A RADIUS OF 530 FEET FOR A
DISTANCE OF 212.60 FEET TO STATION 298-09.17; THENCE SOUTH 110 47' EAST 313.76
FEET TO A STATION 294-94.65; THENCE ON A CURVE TO THE LEFT WITH A RADIUS OF 2530
FEET FOR A DISTANCE OF 439.35 FEET TO STATION 290-60.5; THENCE SOUTH 210 44'
EAST 104.71 FEET TO THE NORTH LINE OF THE RIGHT-OF-WAY OF THE SOUTHERN PACIFIC
RAILROAD COMPANY; THENCE ALONG SAID NORTH LINE SOUTH 890 01' WEST 60.0 FEET TO
THE NORTHWEST CORNER OF SAID RIGHT-OF-WAY, AT A STAKE MARKED "T.9"; THENCE ON A
CURVE TO THE LEFT ALONG THE WEST LINE OF SAID RIGHT-OF-WAY, WITH A RADIUS OF 917
FEET, FOR A DISTANCE OF 415.8 FEET TO THE END OF SAID CURVE; THENCE SOUTH 270
03' EAST 113 .52 FEET TO A STAKE MARKED "T.3" AT THE NORTHEAST CORNER OF THAT
CERTAIN TRACT OF LAND DEEDED TO M. STEWART AS RECORDED IN VOLUME 206 OF DEEDS,
AT PAGE 588, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA; THENCE RUNNING ALONG
SAID LAND OF STEWART, SOUTH 840 40' WEST 4.16 FEET TO THE NORTHEAST CORNER OF
SAID LAND OF STEWART; THENCE ALONG THE WEST LINE OF SAID LAND OF STEWART SOUTH
110 09' WEST 196.28 FEET TO A STAKE MARKED "T.1" IN THE SECTION LINE BETWEEN
SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, AND SECTION 5, TOWNSHIP 9 SOUTH,
RANGE 1 WEST, MOUNT DIABLO MERIDIAN, SAID LAST NAMED POINT BEING THE NORTH LINE
OF LANDS OF GEORGE OSMER; THENCE ALONG THE NORTH LINE OF LANDS OF OSMER, SOUTH
880 58' WEST 134.64 FEET TO THE NORTHWEST CORNER OF THE LANDS OF OSMER; THENCE
ALONG THE WEST AND SOUTHWEST LINE OF THE LANDS OF OSMER, SOUTH 30, 58' WEST
118.14 FEET; THENCE ALONG THE BOTTOM OF THE LOS GATOS CREEK, SOUTH 340 32' EAST
69.96 FEET; THENCE SOUTH 630 , 171 EAST, 97.02 FEET; THENCE SOUTH 650 06' EAST ,,4, ,.
56.76 FEET; THENCE SOUTH 800 37' EAST, 284.87 FEET TO A POINT IN THE WEST LINE_.,
OF THE AFOREMENTIONED CALIFORNIA STATE HIGHWAY; THENCE ALONG THE WEST LINE OF`
SAID STATE HIGHWAY, SOUTH 00 35' EAST, 55.01 FEET TO STATION 278-90.6; THENCE ON
A CURVE TO THE LEFT WITH A RADIUS OF 200 FEET, FOR A DISTANCE OF 175.99 FEET TO
Page 8 of 2 1 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
STATION "A" 277-41.5; THENCE SOUTH 500 50, EAST 275.4 FEET TO STATION "A"
274-66.1; THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 320.00 FEET FOR A
DISTANCE OF 514 .29 FEET TO STATION "A" 269-03.6; THENCE SOUTH 410 15' WEST 83.52
FEET TO THE PLACE OF BEGINNING, BEING A PART OF SECTION 32, TOWNSHIP 8 SOUTH,
RANGE 1 WEST, AND A PART OF SECTION 5, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT
DIABLO MERIDIAN, SANTA CLARA COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL THAT PROPERTY LYING EASTERLY OF THE WESTERLY LINE OF
STATE HIGHWAY NUMBER 17, AS DESCRIBED IN GRANT DEED FROM NOVITIATE OF LOS GATOS
TO STATE OF CALIFORNIA, RECORDED IN COUNTY OF SANTA CLARA OFFICIAL RECORDS IN
BOOK 2307 AT PAGE 241 AND DATED SEPTEMBER 13, 1951 AND GRANT DEED FROM NOVITIATE
OF LOS GATOS TO STATE OF CALIFORNIA, RECORDED IN COUNTY OF SANTA CLARA OFFICIAL
RECORDS IN BOOK 1071 AT PAGE 368 AND DATED DECEMBER 15, 1941.
TOGETHER WITH THE FOLLOWING DESCRIBED PARCEL.
BEING ALL OF THE PARCEL DESCRIBED IN THE CERTIFICATE OF COMPLIANCE
#2314-26-46-84CC, RECORDED JULY 30, 1985 IN BOOK J413 AT PAGE 275, OFFICIAL
RECORDS OF SANTA CLARA COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED DECEMBER 15, 1941 IN BOOK 1071, PAGE
368, OFFICIAL RECORDS, SAID POINT OF BEGINNING ALSO BEING IN THE CENTER LINE OF
RESERVOIR OR RUNDLE CREEK AT A POINT CALLED STATION 40 OF THAT CERTAIN 212.7
ACRE PARCEL OF LAND CONVEYED TO THE NOVITIATE OF LOS GATOS, A CORPORATION,
RECORDED BY DEED APRIL 20, 1934 IN BOOK 686, PAGE 204, OFFICIAL RECORDS; THENCE
RUNNING ALONG THE CENTER LINE OF SAID RESERVOIR OR RUNDLE CREEK, BEING ALSO THE
NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO ALMA COLLEGE, A
CORPORATION, BY DEED RECORDED OCTOBER 30, 1934 IN BOOK 702, PAGE 594, OFFICIAL
RECORDS, THE FOLLOWING COURSES AND DISTANCES: NORTH 42° 00' WEST 55.75 FEET TO
STATION 41; THENCE SOUTH 490 06' WEST 53.90 FEET TO STATION 42; THENCE NORTH 69°
34 ' WEST 99.62 FEET TO STATION 43; THENCE NORTH 760 37' WEST 23.92 FEET TO
STATION 44, IN THE CENTER OF CONCRETE DAM 20.0 FEET HIGH AT THE LOWER END OF A
LAKE; THENCE ACROSS SAID LAKE AND CONTINUING UPSTREAM; SOUTH 870 03' WEST 225.23
FEET TO STATION 45; THENCE SOUTH 610 07' WEST 53.62 FEET TO STATION 46; ,THENCE
SOUTH 51° 29' WEST 81.45 FEET TO STATION 47; THENCE SOUTH 080 20' WEST 88.80
FEET TO STATION 48; THENCE SOUTH 850 10' WEST 64.50 FEET TO STATION 49; THENCE -
NORTH 390 02' WEST 41.80 FEET TO STATION 50; THENCE NORTH 880 58' WEST 69.50
FEET TO STATION 51; THENCE SOUTH 490 23' WEST 95.03 FEET TO STATION 52; THENCE
NORTH 500 22' WEST 53 .55 FEET TO STATION 53; THENCE NORTH 790 19' WEST 47.65
FEET TO STATION 54; THENCE SOUTH 770 29' WEST 56.92 FEET TO STATION 55; THENCE
SOUTH 240 20' WEST 44 .25 FEET TO STATION 56; THENCE SOUTH 040 15' WEST 62.10
FEET TO STATION 57; THENCE SOUTH 590 13' WEST 89.52 FEET TO STATION 58; THENCE
SOUTH 770 23' WEST 56.00 FEET TO STATION 59; THENCE NORTH 40° 37' WEST 91.45
FEET TO STATION 60; THENCE SOUTH 640 25' WEST 57.65 FEET TO STATION 61, THENCE
NORTH 470 00, WEST 71.30 FEET TO STATION 62; THENCE NORTH 100 58' WEST 49.14
FEET TO STATION 63; THENCE SOUTH 780. 38' WEST 56.85 FEET TO STATION 64; THENCE
NORTH 410 27' WEST 115.15 FEET TO STATION 65; THENCE NORTH 260 19' WEST 98.80
FEET TO STATION 66; THENCE NORTH 480 16' WEST 61.20 FEET TO STATION 67; THENCE
SOUTH 380 07' WEST 88.82 FEET TO STATION 68; THENCE NORTH 780 25' WEST 73 .70
Page 9 of 2 1 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
FEET TO STATION 69; THENCE NORTH 39* 54 ' WEST 96.00 FEET TO STATION 70; THENCE
NORTH 010 021 WEST 122.20 FEET TO STATION 71; THENCE NORTH 24* 25' WEST 99.25
FEET TO STATION 72; THENCE NORTH 000 53' EAST 175.75 FEET TO STATION 73; THENCE
NORTH 350 311 WEST 110-00 FEET TO STATION 74; THENCE SOUTH 630 061 WEST 85.30
FEET TO STATION 75; THENCE NORTH 770 47' WEST 64.90 FEET TO STATION 76; THENCE
NORTH 040 511 EAST 36.30 FEET TO STATION 77; THENCE NORTH 65* 331 WEST 85.00
FEET TO STATION 78; THENCE NORTH 160 24' EAST 41-03 FEET TO STATION 79; THENCE
NORTH 170 251 WEST 44-80 FEET TO STATION 80; THENCE NORTH 780 221 WEST 58.30
FEET TO STATION 81; THENCE SOUTH 700 50' WEST 43.05 FEET TO STATION 82; THENCE
NORTH 340 411 WEST 35-55 FEET TO STATION 83; THENCE NORTH 720 021 WEST 105.40
FEET TO STATION 84; THENCE NORTH 080 33' EAST 135.50 FEET TO STATION 85; THENCE
SOUTH 850 441 WEST 74-91 FEET TO STATION 86; THENCE SOUTH 73* 23' WEST 82.41
FEET TO STATION 87; THENCE NORTH 460 371 WEST 54.64 FEET TO STATION 88; THENCE
NORTH 130 021 WEST 84.05 FEET TO STATION 89; THENCE NORTH 570 121 EAST 56.30
FEET TO STATION 90; THENCE NORTH 090 581 EAST 93.91 FEET TO STATION 91; THENCE
NORTH 630 251 WEST 38.77 FEET TO STATION 92; THENCE SOUTH 63* 41' WEST 132.27
FEET TO STATION 93; THENCE NORTH 870 55' WEST 82.60 FEET TO STATION 94; THENCE
SOUTH 830 571 WEST 64-50 FEET TO STATION 95; AT AN IRON PIPE DRIVEN IN THE
MIDDLE OF A CONCRETE BRIDGE IN THE CENTERLINE OF BEAR CREEK ROAD; THENCE LEAVING
THE SAID CENTERLINE OF RESERVOIR OR RUNDLE CREEK AND ALSO THE NORTHERLY LINE OF
SAID PARCEL CONVEYED TO ALMA COLLEGE, AND RUNNING IN A SOUTHERLY DIRECTION ALONG
THE CENTERLINE OF BEAR CREEK ROAD TO THE NORTHEASTERLY CORNER OF THAT CERTAIN
PARCEL OF LAND CONVEYED BY ALMA COLLEGE, A CORPORATION TO THE NOVITIATE OF LOS
GATOS, A CORPORATION, RECORDED AUGUST 6, 1940 IN BOOK 993, PAGE 450, OFFICIAL
RECORDS, SAID CORNER ALSO BEING IN THE DIVIDING LINE BETWEEN SECTIONS 5 AND 6,
HEREINAFTER REFERRED TO; THENCE SOUTH ALONG SAID DIVIDING LINE SOUTH 0* 23 ' EAST
14.13 CHAINS TO A STATION NUMBER 1/48 WHERE A 4 11 X 4 11 STAKE AND IRON PIPE IS
SET; THENCE CONTINUING ALONG SAID DIVIDING LINE SOUTH 00 06' EAST 14.64 CHAINS
TO A POINT IN THE CENTERLINE OF COLLINS CREEK AT THE SOUTHWESTERLY CORNER OF
THAT CERTAIN PARCEL OF LAND CONVEYED TO JAMES L. FLOOD BY DEED RECORDED JUNE 19,
1895 IN BOOK 181 OF DEEDS, PAGE 532; THENCE ALONG THE SOUTHERLY LINE OF SAID
LAST MENTIONED PARCEL OF LAND BEING ALSO THE CENTERLINE OF COLLINS CREEK,
EASTERLY TO THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED NOVEMBER 22, 1937 IN BOOK 843, PAGE
569, OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF THIS STATE HIGHWAY AS
ESTABLISHED BY THE DEED ABOVE REFERRED To, THE FOLLOWING COURSES AND DISTANCES:
NORTH 650 441 5011 EAST 218.09 FEET; NORTH 20 08; 40" EAST, 580.45 FEET; NORTH
650 441 55" EAST, 422.02 FEET; NORTH 24* 25' EAST 580.00 FEET; NORTH 80 02' WEST
391-19 FEET; AND NORTH 310 561 1011 EAST 40.00 FEET TO THE POINT OF BEGINNING AND
BEING A PORTION OF SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, AND A PORTION OF
SECTIONS 5 AND 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. AND M.
EXCEPTING FROM THE ABOVE DESCRIBED PARCEL ALL THAT PROPERTY LYING SOUTHWESTERLY
TO THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A STATION NO. 26 IN THE CENTERLINE OF BEAR CREEK ROAD (FORMERLY
DOUGHERTY ROAD) AS SAID STATION IS DESIGNATED ON THE UNRECORDED MAP ENTITLED
"NO. 3 MAP SHOWING LINES, COURSES, DISTANCES, CORNERS AND MONUMENTS SET IN
SURVEY OF ALMA DALE THE PROPERTY OF JAS L. FLOOD SURVEYED IN JULY AND AUGUST
1900 BY A.T. HERRMAN;
Page 10 of 21 Pages
ORT 3157-E
OLD REPUBLIC TITLE CONpANy
ORDER NO. 474373-HJJ
Amended-2
THENCE FROM SAID POINT OF BEGINNING SOUTHEASTERLY TO AN IRON PIPE TO BE SET AT
THE MOST WESTERLY CORNER OF AN EASEMENT FOR THE INSTALLATION, CONSTRUCTION,
MAINTENANCE AND REPAIR OR WATER PIPELINE AND PUMP STATION, SAID POINT BEING AT
THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE NORTH 250 341 1311 EAST 20-99 FEET
AS DESCRIBED IN THE GRANT 'OF EASEMENT RECORDED AUGUST 27, 1993 IN BOOK M969 AT
PAGE 931 OF OFFICIAL RECORDS.
THENCE ALONG THE SOUTHWESTERLY LINES OF SAID EASEMENT SOUTH 250 341 1311 EAST
20.99 FEET TO AN IRON PIPE TO BE SET AND SOUTH 660 59, 1511 EAST 19.32 FEET TO AN
IRON PIPE TO BE SET:
THENCE LEAVING SAID EASEMENT *LINE SOUTHEASTERLY TO AN IRON PIPE TO BE SET 20.00
FEET MORE OR LESS SOUTHWESTERLY FROM THE SOUTHWESTERLY EDGE OF A ROAD LOCATED
SOUTHWESTERLY 100-00 FEET MORE OR LESS FROM A SHORELINE OF A LAKE, SAID LAKE
BEING 400 FEET MORE OR LESS SOUTHWESTERLY OF THE BUILDINGS OF ALMA COLLEGE.
THENCE ON THE SOUTHEASTERLY PROLONGATION OF LAST DESCRIBED LINE TO THE
CENTERLINE OF COLLINS CREEK. gg
ALSO EXCEPTING THEREFROM ALL THE PETROLEIUM, NAPTHA, ASPHALTUM AND OTHER
SUBSTANCES CONTAINING OR PRODUCING OIL, AND ALL COAL, MINERAL AND MINERAL
SUBSTANCES, AND THE RIGHT, PRIVILAGE AND EASEMENT TO HAVE, TAKE AWAY AND REMOVE
TO THE USE AND BENEFIT OF T.G. MCLERAN, ET AL, AND THEIR HEIRS AND ASSIGNS ALL
THE SUBSTANCES AFORESAID, AND FOR THAT PURPOSE, FROM TIME TO TIME AND AT ALL
TIMES HEREAFTER TO ENTER UPON THE ABOVE DESCRIBED PREMISES WITH THEIR SERVANTS,
AGENTS, ASSOCIATES AND ASSISTANTS TO PROSPECT, SEARCH, DIG AND BORE FOR SAID
SUBSTANCES AND TO EXTRACT AND WORK THE SAME, AS CONVEYED TO T.G. MCLERAN, ET AL
BY INDENTURE RECORDED OCTOBER 19, 1865 IN BOOK U OF DEEDS, PAGE 220 OF OFFICIAL
RECORDS.
ASSESSOR'S PARCEL NO. 544-32-001 AND 544-33-001
544-32-1/544-33-1,2,2.01
Page 11 of 21 Pages if
ORT 3157-E
40
EXHIBIT A-3
DESCRIPTION OF MELLOTS PROPERTY
PAG\999991.320207.I
I0
....................
OLD REPUBLIC TITLE COMPANY
ORDER NO. 481060-Hjj
UPDATED-A AMENDED-1
The land referred to in this Report is situated in the County of Santa Clara . in the
State of California, and is described as follows: orated area
Being that parcel described in certificate of Compliance recorded March 26, 1985
in Book J302 page 1162 of Official Records, described as follows:
Commencing at the intersection of the East line of Mellot's Road with the North
line of the North 1/2 of the Northwest 1/4 of Section 7, Township 9 South, Range
I West, Mount Diablo Base and Meridian, and running thence Southeasterly and
Southerly along the Base Line of said Mellott's Road about 64 rods to the
intersection of said road with the County Road, at the place called "Grecian
Bend"; thence Northerly and Northeasterly along the West side of the County Road
about 44 rods to the intersection thereof with said North line of section 7
aforesaid; and thence west along the said North line of said Section 7, about 42
rods to the place of beginning.
Being a part of said North 1/2 of the Northwest 1/4 of Section 7, Township 9
South, Range 1 West, Mount Diablo Base and Meridian, and being the same property
as described in that certain deed dated December 27, 1892, executed by Mrs. Mary
A. Laddick a widow to William E. Park, and recorded in the office of the County
Recorder of Santa Clara County on January 10, 1893 in Volume 156 of Deeds, at
page 68, Records of Santa Clara County, and being the same property which was
conveyed to Artha Foster by William E. Park, by deed dated December 6, 1907,
recorded on December 23, 1907 in Volume 328 of Deeds, page 38, in said County
Recorders Office.
544-50-004
Page 3 of-7 Pages
ORT 3157-C
EXHIBIT B
FORM OF NOTE
PROMISSORY NOTE
$10,500,000.00 1999
San Jose, California
FOR VALUE RECEIVED, the undersigned, ARLIE LAND AND CATTLE
COMPANY, an Oregon corporation ("Borrower"), hereby promises to pay to MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Section 3 of
Chapter 3 of Division 5 of the California Resources Code ("Lender"), or order, at its office at 330
Distel Circle, Los Altos, California 94022, or at such other place as Lender from time-to-time
designates in writing, in lawful money of the United States of America, the principal amount of
TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($10,500,000.00), together with
interest, compounded annually, on the unpaid principal amount of this Promissory Note(the
"Note"), at the rate provided in Article 2 below. This Note is executed and delivered by
Borrower pursuant to that certain Agreement for Option and Purchase of Real Property dated as
of , 1999, between Borrower and Lender(the"Agreement").
1. PRINCIPAL REPAYMENT; MATURITY DATE: The entire unpaid
principal amount of this Note together with all accrued and unpaid interest and all other charges
hereunder shall be due and payable in full without offset, deduction, claim, notice, presentment
or demand on the Maturity Date. As used herein, the "Note Date" means , 1999, and
the "Maturity Date" means the date of the first to occur of the following: (A) acceleration under
the terms of this Note or any of the Security Documents (defined below); or(B) the fifth(5th)
anniversary of the Note Date; or (C)that date which is sixty (60) days after the occurrence of any
of the events described in clauses (d), (f), (g) or(h) of Subsection 1.1.2 of the Agreement; or
(E) the Unwind Notice Deadline (as defined in the Agreement); or(F) ninety (90) days following
the Final Cluster Approval Effective Date (as defined in the Agreement) unless Borrower has
given Lender the Unwind Notice (as defined in the Agreement) within said ninety (90) day
period in accordance with the Agreement; or(G) the failure of any condition for the benefit of
Lender contained in Section 6.2 of the Agreement, after the expiration of any applicable cure
period therefor contained in the Agreement(unless Lender, in its sole discretion,has expressly
waived such condition in writing in the manner provided in the Agreement).
2. INTEREST:
2.1 Interest Rate: Interest accruing hereunder shall accrue at the rate
of six percent(6%) per annurn (the "Interest Rate"), compounded annually, commencing on the
Note Date and continuing though and until the entire unpaid principal amount of this Note
together with all accrued and unpaid interest and all other charges hereunder are paid in full.
MPOS\37425\309554.7
2.2 Default Rate: From and after the Maturity Date, this Note shall
bear interest on the unpaid principal amount hereof at a per annum rate of ten percent(10%) (the
"Default Rate"). All interest at the Default Rate shall be payable to Lender on demand.
2.3 Computation of Interest: All interest calculations under this Note
shall be made on the basis of a three-hundred-sixty (360) day year and actual days elapsed.
Daily interest shall consist of the product of the outstanding principal balance of this Note times
the interest rate then in effect divided by 360, then multiplied by the number of days for which
the daily interest calculation is made.
2.4 Accrual and Payment of Interest: All interest due under this Note
(other than interest at the Default Rate) shall accrue until the Maturity Date. All accrued and
unpaid interest (other than interest at the Default Rate which is due and payable upon demand)
shall be due and payable in full on the Maturity Date.
2.5 Satisfaction by Transfer of Property: If Borrower conveys fee title
to (a) the Upper Property (as defined in the Agreement) and the Mellots Property (as defined in
the Agreement), or(b) the Upper Property alone (only if the Mellots Property has previously
been released from the lien of the Deed of Trust pursuant to Section 6 below and Section 5.2.8
of the Agreement), or(c) the Specified Parcels (as defined in the Agreement), or(d)the Whole
Property(as defined in the Agreement), as the case may be,to Lender as and when required by,
and in accordance with the terms of, the Agreement,the entire unpaid principal amount of this
Note and all accrued and unpaid interest due hereunder shall be deemed fully paid and
discharged by such conveyance to Lender.
3. PLACE TIME AND APPLICATION OF PAYMENTS:
3.1 Place and Time: All payments(including prepayments) of
principal of, and/or interest on,this Note shall be made in immediately available U.S. funds by
Borrower to Lender at its office at 330 Distel Circle, Los Altos, California 94022, or such other
location as Lender may direct in writing, not later than 3:00 p.m., Pacific time, on the due date
therefor; and funds received after that hour shall be deemed to have been received by Lender on
the next following business day.
3.2 Order of Application: All payments which are applied at any time
by Lender to indebtedness evidenced by this Note,without regard-to their characterization or
earmarking by Borrower, unless Lender otherwise elects, shall be allocated by Lender in the
following order of priority:
(a) To amounts other than principal, interest and late charges
due and payable under the terms of any of the Security Documents;
(b) To late charges, prepayment charges or amounts other than
principal or interest accrued under this Note;
2
MPOS\37425\309554.7
(c) To interest accrued under this Note; and
(d) To principal of this Note.
4. SECURITY; ACCELERATING TRANSFERS: This Note is secured by a
certain Deed of Trust, Security Agreement, Fixture Filing, and Assignment of Rents (Upper
Property) of even date herewith recorded in the Official Records of the County of Santa Clara,
California(the "Deed of Trust"), executed and delivered by Borrower to Lender and
encumbering certain real and personal property of Borrower as more particularly described in the
Deed of Trust (collectively, the "Trust Estate"). This Note may be secured by other security
documents described in the Deed of Trust. All of said documents, including, without limitation,
the Deed of Trust, are herein referred to as the "Security Documents". Among other things, the
Security Documents provide for the acceleration of the obligations of Borrower hereunder upon
the occurrence of certain events and elections therein specified, including but not limited to
Lender's election to accelerate upon the occurrence of certain Transfers referred to in Section
1.12 of the Deed of Trust. The terms of the Security Documents are incorporated herein by this
reference as though set forth in full.
5. LIMITED PREPAYMENT. This Note shall not be prepaid, in whole or in
part, unless such prepayment is in the form of(a) conveyance of the Upper Property and Mellots
Property (or the Upper Property alone if the Mellots Property has previously been released from
the lien of the Deed of Trust pursuant to Section 6 below and Section 5.2.8 of the Agreement)to
Lender in accordance with the terms of Section 1.1.2 of the Agreement or(b) payment of an
amount equal to the Mellots Purchase Price (as defined in the Agreement) to Lender in
accordance with the terms of Section 6 hereof and Section 5.2.8 of the Agreement or(c)
conveyance of the Specified Parcels or Whole Property to Lender in accordance with the terms
of Sections 4.4.2 or 4.4.3 of the Agreement, or(d)pursuant to an Unwind Transaction,payment
to Lender in accordance with Section 4.3 of the Agreement, as the case may be. Except for the
prepayments described in clauses (a)through(d) above, Lender shall have no obligation to
accept any prepayment or attempted prepayment of this Note and any attempt to prepay this Note
shall constitute an uncurable Event of Default hereunder. Borrower acknowledges that
Borrower's covenant not to prepay this Note except on the terms provided in this Section 5 is
material to Lender and that Lender would not have made the loan evidenced by this Note
without said covenant.
6. RELEASE OF MELLOTS PROPERTY: Provided all of the Mellots
Reconveyance Conditions(as defined in the Agreement)have been satisfied, Borrower reserves
the right to prepay this Note without penalty or restriction in the amount of the Mellots Purchase
Price (as defined in the Agreement)upon not less than fifteen(15) days' prior written notice to
Lender. Upon payment of an amount equal to the Mellots Purchase Price to Lender(in cash or
other immediately available U.S. funds) and provided all of the Mellots Reconveyance
Conditions have been satisfied, Lender shall cause the Mellots Property to be reconveyed and
released from the lien of the Security Documents.
3
MPOS137425\309554.7
7. EVENTS OF DEFAULT AND REMEDIES: Any one of the following
occurrences shall constitute an "Event of Default" under this Note:
7.1 The failure by Borrower to pay in full the entire unpaid principal
amount hereof and all accrued but unpaid interest hereunder and all other sums and charges
hereunder on the Maturity Date; or
7.2 Any attempt by Borrower to prepay this Note except as permitted
under Section 5, above; or
7.3 The occurrence of any Event of Default under this Note other than
as described in the preceding Sections 7.1 and 7.2 and the continuation of such Event of Default
for ten(10) days after written notice thereof is given to Borrower; or
7.4 The occurrence of any"Event of Default"as defined in any of the
Security Documents or Borrower's breach of or default under the Agreement or the Lease (as
defined in the Agreement). For purposes of this Article 7, with respect to any event or
occurrence which constitutes an Event of Default hereunder solely by reason of its constituting
an Event of Default under a document or instrument other than this Note, to the extent(if any)
that such other document or instrument provides a grace or cure period with respect to such
default, the same grace or cure period, and only such period, shall apply with respect thereto
under this Note.
Upon the occurrence of any Event of Default under this Note: (i)the entire unpaid
principal amount of this Note, and all unpaid interest accrued thereon, and all other amounts
owing under or evidenced by, this Note, shall, at the option of Lender and without notice or
demand of any kind to Borrower or any other person, immediately become due and payable in
full; and (ii) Lender shall have and may exercise any and all rights and remedies available at law,
in equity, and/or by statute, and also any and all rights and remedies provided in the Security
Documents, or any one or more of them, and also any other rights and remedies as may
otherwise be available to Lender.
The remedies of Lender, as provided herein and in any of the Security Documents
shall be cumulative and concurrent, and may be pursued singularly, successively or together, at
the sole discretion of Lender, and may be exercised as often as occasion therefor shall arise. No
act of omission or commission by Lender, including specifically any failure to exercise any right,
remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release
to be effected only through a written document executed by Lender and then only to the extent
specifically recited therein. A waiver or release with reference to any one event shall not be
construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or
recourse as to a subsequent event.
8. ATTORNEYS' FEES AND COSTS: Borrower agrees to pay immediately
upon demand all costs and expenses of Lender, including reasonable attorneys' fees, (i) if after an
4
MPOS\37425\369554.7
Event of Default has occurred this Note be placed in the hands of an attorney or attorneys for
collection, (ii) if after an Event of Default has occurred Lender finds it necessary or desirable to
secure the services or advice of one or more attorneys with regard to collection of this Note
against Borrower, any guarantor or any other party liable therefor or to the protection of its rights
under this Note or any of the Security Documents, or(iii) if Lender seeks to have any collateral
held as security for this Note abandoned by or reclaimed from any estate in bankruptcy or
attempts to have any stay or injunction prohibiting the enforcement or collection of this Note, or
prohibiting the enforcement of any Security Document or other agreement evidencing the loan
evidenced by this Note or securing this Note lifted by any bankruptcy or other court. If Lender
shall be made a party to or shall intervene in any action or proceeding, whether in court or before
any governmental agency, affecting the Trust Estate or the title thereto or the interest of Lender
under any Security Document, including without limitation any form of condemnation or
eminent domain proceeding brought by any condemnor except Lender, Lender shall be
reimbursed by Borrower immediately upon demand for all costs, charges and attorneys' fees
incurred by Lender in any such case, and the same shall be secured by said Security Documents
as a further charge and lien upon the collateral described therein.
9. NOTICES: Any notice, demand or request required hereunder shall be
given in writing (at the addresses set forth below) by any of the following means: (i)personal
service; (ii) telephonic facsimile transmission; (iii) nationally recognized overnight commercial
mail service; or(iv) registered or certified, first class U.S. mail, return receipt requested.
If to Borrower: Arlie Land and Cattle Company
722 Country Club Road
Eugene, Oregon 97401
Attn: John Musumeci
Fax: (541) 485-2550
With a copy to: Landels, Ripley& Diamond, LLP
350 The Embarcadero, 6`h Floor
San Francisco, California 94105
Attn: Scott Rogers
Fax: (415) 512-8750
With a copy to: Acosta Commercial Real Estate Services
450 East Strawberry Drive, Suite 35
Mill Valley, California 94921
Attn: Louis Acosta
Fax: (415) 383-5292
If to Lender: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, California 94022
5
MPOS137425\3309554.7
Fax: (650)691-0485
Attn: L. Craig Britton
With a copy to: Miller, Starr& Regalia
545 Middlefield Road, Suite 200
Menlo Park, California 94025
Attn: Robin Kennedy or Lance Anderson
Fax: (650) 462-1010
Such addresses may be changed by notice to the other parties given in the same manner as above
provided. Any notice, demand or request sent pursuant to either Subsection (i) or (ii), above,
shall be deemed received upon such personal service or upon dispatch by electronic means
(provided, however, that a dispatch by facsimile transmission which occurs on a day other than a
business day or after 5:00 p.m. Pacific time shall not be deemed received until 9:00 a.m. Pacific
time on the next business day). Any notice, demand or request sent pursuant to Subsection(iii),
above, shall be deemed received on the business day immediately following deposit with the
commercial mail service, and, if sent pursuant to Subsection(iv), above, shall be deemed
received forty-eight(48) hours following deposit into the U.S. mail.
10. MISCELLANEOUS:
10.1 Headings; Gender: The headings of the paragraphs of this Note
are inserted for convenience only and shall not be deemed to constitute a part hereof. All words
and phrases shall be taken to include the singular or plural number, and the masculine, feminine
or neuter gender, as may fit the case.
10.2 Waiver: Borrower for itself and for its successors,personal
representatives, heirs and assigns, all guarantors, endorsers and signers, and their respective
successors,personal representatives, heirs and assigns,hereby waives all valuation and
appraisement privileges,presentment and demand for payment,protest, notice of protest and
nonpayment, dishonor and notice of dishonor,bringing of suit, lack of diligence or delays in
collection or enforcement of this Note and notice of the intention to accelerate,the release of any
party liable,the release of any security for debt,the taking of any additional security and any
other indulgence or forbearance, and all said parties agree that this Note and any or all payments
coming due hereunder may be extended or renewed from time to time without in any way
affecting or diminishing their liability hereunder.
10.3 Severability: If any provision of this Note or any payments
pursuant to the terms hereof shall be invalid or unenforceable to any extent,the remainder of this
Note and any other payments hereunder shall not be affected thereby and shall be enforceable to
the greatest extent permitted by law.
10.4 Modification: No waiver of any breach of or Event of Default or
failure of condition under the terms of this Note or any one or more of the Security Documents,
6
MPOS\374M309554.7
40
or any obligations secured thereby, shall be implied from any failure of Lender to take, or any
delay by Lender in taking action with respect to any concurrent or subsequent breach of or Event
of Default or failure of condition or from any previous waiver of any similar or unrelated breach
of or Event of Default or failure of condition. A waiver by Lender of any term of this Note or
any one or more of the Security Documents, or any of the obligations secured thereby must be
made in writing executed by Lender, shall be limited to the express written terms of such waiver,
and shall not be construed as a waiver or release of any subsequent Event of Default or failure of
condition.
10.5 No Merger: In the event Borrower acquires or succeeds to
different estates in any property covered by any one or more of the Security Documents with or
without any outstanding intervening estates or interests, no merger of estates or interests shall be
deemed to have occurred without Lender's express written consent. In the event Lender acquires
or succeeds to any prior or subordinate interest in any property covered by any one or more of
the Security Documents, with or without any outstanding intervening interests, no merger of
such interests shall be deemed to have occurred without the express written election of Lender.
10.6 Definitions, Interpretation: Each term capitalized but not defined
in this Note which is capitalized and defined in the Security Documents shall have the same
meaning for purposes of this Note as for purposes of the Security Documents, and vice versa.
10.7 Lender: The term "Lender", as used herein, shall mean and
include Lender and any successor or assign of Lender, and any holder of this Note shall, upon
becoming such holder, be included in the term "Lender" wherever the same appears in this Note.
10.8 Governing Law: This Note shall be governed by and construed
under the laws of the State of California. Jurisdiction and venue shall be appropriate in any state
court within the City and County of Santa Clara, State of California, or the federal courts located
in the Northern District of California. Borrower waives any right Borrower may have to assert
the doctrine of forum non-conveniens or to object to such venue and hereby consents to any
court-ordered relief. The parties hereby waive the right to trial by jury in any action or
proceeding relating to this Note, any transaction under this Note and/or contemplated under this
Note, or any other claim(including tort or breach of duty claims) or dispute howsoever arising
between Lender and Borrower.
10.9 Time: Time is of the essence of this Note and each provision
hereof. Whenever in this Note the term "day" is used, it means a calendar day,unless the term
"business day" is used, in which case the term "business day" shall mean any day which is not a
holiday observed by the State of California, other than a Saturday or Sunday.
10.10 Binding: This Note shall be binding upon Borrower and its
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
7
MPOS\37425\309554.7
11. LIMITED NONRECOURSE: Lender's rights and remedies following an
Event of Default shall include the right to foreclose upon the Trust Estate or any portion or
portions thereof and to exercise any and all other remedies of a beneficiary or secured creditor
with respect to collateral or other security, but Lender shall not be entitled to any monetary
recovery from Borrower by reason of an Event of Default other than the Trust Estate, the rents,
issues, profits and other receipts generated by or from the Trust Estate accruing after the
occurrence of an Event of Default, and other collateral or security, if any, described in the Loan
Documents; provided, however, that nothing in this Article 11 shall in any way prejudice, negate,
or limit Lender's right to pursue and prosecute any and all claims, causes of action, proceedings,
suits, and actions for monetary relief or recovery against Borrower or anyone else by reason of,
or to recover any damages or other compensation consisting: (a) damages (including, without
limitation, attorneys' fees and expenses) for fraud or misrepresentation committed by Borrower,
its officers, directors, or employees; (b) recovery of any rents, issues, profits or other receipts
generated by or from the Trust Estate to the extent such rents, issues, profits and other receipts
accrue in or after any calendar month in which an Event of Default has occurred; (c)recovery of
any tenant deposits or other security or similar deposits; (d) recovery of any insurance or
condemnation proceeds, or proceeds in lieu Of condemnation, or other third party recoveries in
respect of damage to or taking of the Trust Estate or any other collateral or security or portion of
any of the foregoing; (e) recovery of and for any free rent, rent forgiveness or other concessions
granted by Borrower to any tenant in breach of any of the Security Documents; (f)performance
and payment(including, but not limited to, attorneys' fees) of Borrower's covenant to indemnify,
defend and hold harmless set forth in Section 4.11.3 of the Deed of Trust; (g) and any and all
obligations, indebtedness, or other liabilities of Borrower arising under any "environmental
provision" (within the meaning of California Code of Civil Procedure Section 736) contained in
the Deed of Trust or any of the other Security Documents; (h) damages (including, without
limitation, reasonable attorneys' fees and expenses) for waste caused or permitted by Borrower;
(i) any and all costs (including, but not limited to, attorneys' fees whether suit is instituted or
not) incurred by Lender in the enforcement of this Note or the Security Documents following an
Event of Default hereunder or thereunder; or 0) recovery of the indebtedness evidenced hereby if
the lien of the Deed of Trust on the Trust Estate encumbered thereby is invalidated for any
reason or on any basis, or if all or any part of Borrower's interest in the Trust Estate is forfeited
by virtue of any federal, state or local statute, law, regulation or ordinance relating to bankruptcy,
insolvency, fraudulent transfers, illegal activities or criminal forfeiture.
12. NOTICE TO BORROWER REGARDING BALLOON PAYMENT:
THIS NOTE IS PAYABLE IN FULL ON THE MATURITY DATE, AT WHICH TIME
BORROWER MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND
ALL UNPAID INTEREST AND OTHER CHARGES THEN DUE. LENDER IS UNDER NO
8
MPOS137425\309554.7
OBLIGATION TO REFINANCE THE LOAN EVIDENCED BY THIS NOTE AT THAT
TIME.
13. IN WITNESS WHEREOF, the undersigned has executed and delivered
this Note as of the date and year first above written.
BORROWER: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Suzanne Arlie, President
By:
John Musurneci, Vice President
9
MPOS\37425\309554.7
EXHIBIT"C"
RECORDING REQUESTED BY
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
330 Distel Circle
Los Altos, California 94022
AND WHEN RECORDED MAIL TO
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
330 Distel Circle
Los Altos, California 94022
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST SECURITY AGREEMENT FIXTURE FILING AND
ASSIGNMENT OF RENTS
THIS DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING AND
ASSIGNMENT OF RENTS (the"Deed of Trust") is made as of 1999,
by and among ARLIE LAND AND CATTLE COMPANY, an Oregon corporation("Trustor"),
whose address is 722 Country Club Road, Eugene, Oregon 97401; OLD REPUBLIC TITLE
COMPANY, a corporation, whose address is 1900 The Alameda, San Jose, California 95126
("Trustee"); and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District
formed pursuant to Section 3 of Chapter 3 of Division 5 of the California Public Resources Code
("Beneficiary"),whose address is 330 Distel Circle, Los Altos, California 94022.
THIS DEED OF TRUST is given, inter alia, for the purpose of securing a loan
from Beneficiary as lender to Trustor as borrower.
FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness
herein recited and the trust herein created,the receipt of which is hereby acknowledged,Trustor
hereby irrevocably grants,transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER
OF SALE,for the benefit and security of Beneficiary,under and subject to the terms and
conditions hereinafter set forth,the real property located in the County of Santa Clara, State of
California, more particularly described in Exhibit A attached hereto and by this reference
incorporated herein excepting and excluding therefrom any Residual Timber Rights(as defined
in the Agreement referred to below) (the "Property");
TOGETHER WITH any and all buildings and improvements now or hereafter
erected on the Property including, without limitation fixtures,tenements,attachments,
appliances, equipment, building systems,machinery, and other articles now or hereafter attached
to said buildings and improvements(collectively, the"Improvements"), all of which shall be
deemed and construed to be a part of the Property;
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MPOS\37425\310949.8 49
TOGETHER WITH all earnings, rents, issues,profits, revenue, royalties, income,
proceeds and other benefits, including without limitation prepaid rents and security deposits
(collectively, the "Rents and Profits") derived from any lease, sublease, license, franchise or
concession or other agreement now or hereafter affecting all or any portion of the Property or
Improvements or affecting the use or occupancy thereof;
TOGETHER WITH all interests, estates or other claims, both in law and in
equity, which Trustor now has or may hereafter acquire in the Property or the Improvements,
including without limitation all right, title and interest now owned or hereafter acquired by
Trustor in and to any greater estate in the Property or the Improvements;
TOGETHER WITH all casements, tenements,hereditaments, appurtenances,
rights-of-way and rights now owned or hereafter acquired by Trustor used or useful in
connection with the Property or as a means of access thereto,including,without limiting the
generality of the foregoing, all rights pursuant to any trackage agreement and all rights to the
nonexclusive use of common drive entries, all oil and gas and other hydrocarbons and all other
minerals and water and water rights and shares of stock evidencing the same;
TOGETHER WITH all leasehold estate, right,title and interest of Trustor in and
to all leases, subleases, subtenancies, licenses, franchises, occupancy agreements and other
agreements covering the Property, the Improvements or any portion thereof now or hereafter
existing or entered into, and all right,title and interest of Trustor thereunder, including, without
limitation, all cash or security deposits,prepaid or advance rentals, and deposits or payments of
similar nature;
TOGETHER WITH all right,title and interest of Trustor,now owned or hereafter
acquired, in and to any land lying within the right-of-way of any street, open or proposed,
adjoining the Property, and any and all sidewalks,vaults, alleys and strips and gores of land
adjacent to or used in connection with the Property;
TOGETHER WITH all the estate, interest, right, title, other claim or demand,
both in law and in equity, including claims or demands with respect to the proceeds of insurance
in effect with respect to the Property,which Trustor now has or may hereafter acquire in the
Property or the Improvements, and any and all awards made for the taking by eminent domain,
or by any proceeding of purchase in lieu thereof, of the whole or any part of the Trust Estate(as
hereinafter defined), including, without limitation,any awards resulting from a change of grade
of streets and awards for severance damages.
All of the foregoing including the entire estate,property and interest hereby
conveyed to Trustee is sometimes collectively referred to herein as the "Trust Estate".
FOR THE PURPOSE OF SECURING:
(a) payment of indebtedness in the original principal amount of TEN
MILLION FIVE HUNDRED THOUSAND DOLLARS ($10,500,000.00), with interest thereon
(the "Loan"), evidenced by that certain Promissory Note of even date herewith executed by
MPOS1374251310949.8 - 2 - Upper and Mellots Property
Trustor in favor of Beneficiary, and all modifications, extensions, renewals and replacements
thereof(collectively, the "Note");
(b) payment of all sums advanced by Beneficiary, its successor and assigns, or
Trustee to protect the Trust Estate, with interest thereon at the Default Rate (as defined in the
Note) from and after the date of advance until repaid;
(c) performance of every obligation, covenant or agreement of Trustor
contained herein or in the Note; and
(d) compliance with and performance of each and every material provision of
any declaration of covenants, conditions and restrictions pertaining to the Trust Estate or any
portion thereof.
The Note,this Deed of Trust and any other document or instrument executed by
Trustor in connection with the Loan which expressly states that it is secured hereby shall be a
"Loan Document." Notwithstanding anything to the contrary in this Deed of Trust or any other
Loan Documents, this Deed of Trust does not and shall not secure that certain Agreement for
Option and Purchase of Real Property dated , 1999 between Trustor and
Beneficiary (the "Agreement")or any term,provision, covenant, condition, or obligation
contained in the Agreement, and Trustor acknowledges and agrees that neither the Agreement
nor any of the terms,provisions, covenants, conditions and obligations contained in the
Agreement are secured by this Deed of Trust or by any other collateral or property, whether real
or personal. All initially capitalized terms used herein which are defined in the Note shall have
the same meaning herein unless the context otherwise requires. The rate of interest of the
obligation secured hereunder may vary from time to time.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
HEREBY COVENANTS AND AGREES AS FOLLOWS:
ARTICLE 1
COVENANTS AND AGREEMENTS OF TRUSTOR
1.1 Payment of Secured Obligations. Trustor shall pay when due the principal of and
the interest on the indebtedness evidenced by the Note; all charges, fees and other sums as
provided in the Loan Documents;the principal of and interest on any future advances secured by
this Deed of Trust; and the principal of and interest on any other indebtedness as may be secured
by this Deed of Trust.
1.2 Maintenance, Repair, Alterations. Trustor(a) shall keep the Property and
Improvements in substantially the same physical condition and repair as the Trust Estate exists as
of the date hereof; (b) shall complete promptly and in a good and workmanlike manner any
Improvements which may be constructed on the Property during any Non-Possession Period by
or on behalf of Trustor and promptly restore in like manner any portion of such Improvements
which may be damaged or destroyed thereon from any cause whatsoever, and pay when due all
claims for labor performed and materials furnished therefor; (c) shall comply with all laws,
- 3 - Upper and Mellots Property
MPOS\37425\310949.8
ordinances, regulations, covenants, conditions and restrictions now or hereafter affecting the
Trust Estate or any part thereof or requiring any alterations or improvements, including without
limitation, all Environmental Laws (as defined in Section 4.11.1 hereof), the Americans with
Disabilities Act, Public Law 101-336 (the "ADA") and the California Fair Housing Act of 1992;
(d) shall not commit or permit any waste of the Trust Estate; (e) shall not allow changes in the
use for which all or any part of the Property or Improvements was intended; and (f) shall not
initiate or acquiesce in a change in the zoning classification of the Property without Beneficiary's
prior written consent. Notwithstanding the foregoing, while that certain Lease of the Property
and Improvements dated of even date herewith between Beneficiary, as tenant, and Trustor, as
landlord (the "UP Lease") shall remain in force and effect, Trustor shall not be required to
perform any of the foregoing covenants to the extent, if any, Beneficiary is responsible for the
same as tenant under the UP Lease. Any period of time after the date hereof that Beneficiary is
not entitled to possession of the Property by virtue of its tenancy under the UP Lease is referred
to herein as a"Non-Possession Period".
1.3 Required Insurance. During any Non-Possession Period, Trustor shall at all times
provide, maintain and keep in force or cause to be provided, maintained and kept in force, at no
expense to Trustee or Beneficiary, policies of insurance in commercially reasonable form and
amounts, providing for deductibles, and issued by responsible, properly licensed companies,
associations or organizations covering such casualties, risks,perils, liabilities and other hazards.
Without limiting the foregoing, during any Non-Possession Period, Trustor shall maintain and
keep in force a comprehensive general liability policy with respect to occurrences at the Property
having coverage of not less than ONE MILLION DOLLARS ($1,000,000.00)combined single
limit.
1.4 Delivery of Policies, Payment of Premiums.
1.4.1 At Beneficiary's option, all policies of insurance required of Trustor
hereunder shall either have attached thereto a lender's loss payable endorsement for the benefit
of Beneficiary in form satisfactory to Beneficiary or shall name Beneficiary as an additional
insured. At Beneficiary's option Trustor shall furnish Beneficiary with an original or true and
correct copies of all policies of insurance required under Section 1.3 hereof or evidence of
insurance issued by the applicable insurance company for each required policy setting forth the
coverage,the limits of liability, the name of the carrier,the policy number and the period of
coverage and otherwise in form and substance satisfactory to Beneficiary. At least ten(10)days
prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence
reasonably satisfactory to Beneficiary of the payment of premium and the renewal or
replacement of such policy continWng insurance in form as required by this Deed of Trust. All
such policies shall contain a provision that, notwithstanding any contrary agreement between
Trustor and the insurance company, such policies will not be cancelled, allowed to lapse without
renewal, surrendered or materially amended,which term shall include any reduction in the scope
or limits of coverage, without at least ten(10)days' prior written notice to Beneficiary.
1.4.2 In the event Trustor fails to provide,maintain, keep in force or deliver to
Beneficiary the policies of insurance required by this Deed of Trust or by any Loan Document,
Beneficiary may(but shall have no obligation to)procure such insurance or single-interest
MPOS137425\310949.8 4 - Upper and Mellots Property
insurance for such risks covering Beneficiary's interest, and Trustor will pay all premiums
thereon and reimburse Beneficiary for all amounts paid or incurred by it in connection therewith
promptly upon demand by Beneficiary, and until such payment is made by Trustor, the amount
of all such premiums shall be added to the principal amount of the Loan and shall bear interest at
the Default Rate.
1.5 Casualties,• Insurance Proceeds.
1.5.1 During any Non-Possession Period, Trustor shall give prompt written
notice thereof to Beneficiary after the happening of any casualty to or in connection with the
Trust Estate or any part thereof, whether or not covered by insurance. In the event of such
casualty, all proceeds of insurance shall be payable to Beneficiary, and Trustor hereby authorizes
and directs any affected insurance company to make payment of such proceeds directly to
Beneficiary. If Trustor receives any proceeds of insurance resulting from such casualty,Trustor
shall promptly pay over such proceeds to Beneficiary. Beneficiary is hereby authorized and
empowered by Trustor to reasonably settle, adjust or compromise, with prior notice to and
consultation with Trustor, any and all claims for loss, damage or destruction under any policy or
policies of insurance. In the event of any damage or destruction of the Property or the
Improvements, Beneficiary shall apply all loss proceeds remaining after deduction of all
expenses of collection and settlement thereof, including, without limitation, attorneys' and
adjustors' fees and expenses, to the restoration of the Improvements but only as repairs or
replacements are effected and continuing expenses becomes due and payable and provided all of
the following conditions have been satisfied: (a) no Event of Default shall exist under any of the
Loan Documents; (b) Beneficiary shall have determined, in its reasonable judgment,that the
repair of the damage or destruction can be completed within one hundred eighty (180)days after
the occurrence of the casualty; (c) Beneficiary and all governmental authorities shall have
approved the final plans and specifications for reconstruction of the Improvements; (d)Trustor
shall have delivered to Beneficiary and Beneficiary shall have approved (i)a budget of all costs
of reconstruction of the Improvements, (ii) a construction schedule for the reconstruction of the
Improvements, (iii) a construction contract for the reconstruction work in form and content, and
with a contractor, acceptable to Beneficiary, and(iv) such other documents and agreements as
Beneficiary shall reasonably require; and(e)Beneficiary shall have determined that after the
reconstruction work is completed the fair market value of the Property and Improvements, as
determined by Beneficiary in its reasonable discretion, shall be not less than the fair market value
of the Property and Improvements as of the date hereof or the outstanding balance of the Note
(principal, interest and all or other charges), whichever is less.
1.5.2 If any one or more of the conditions set forth in Section 1.5.1 hereof have
not been satisfied, Beneficiary may, at its sole option, apply all loss proceeds, after deductions as
herein provided,to the repayment of the outstanding balance of the Note (principal,interest and
all other charges), together with all accrued interest thereon, notwithstanding that the outstanding
balance may not be due and payable. If there are loss proceeds remaining after repayment of the
Note in full, such remaining proceeds shall be paid over to the persons legally entitled thereto.
Nothing herein contained shall be deemed to excuse Trustor from repairing or maintaining the
Trust Estate as provided in Section 1.2 hereof or restoring all damage or destruction to the Trust
Estate as provided in Section 1.2 hereof, regardless of whether or not there are insurance
- 5 - Upper and Mellots Property
MPOS\37425\316949.8
41
proceeds available to Trustor or whether any such proceeds are sufficient in amount, and the
application or release by Beneficiary of any insurance proceeds shall not cure or waive any
Event of Default or notice of default under this Deed of Trust or invalidate any act done pursuant
to such notice. Nothing in this Section 1.5 shall limit Beneficiary's rights or remedies under this
Deed of Trust after the occurrence of an Event of Default.
1.6 Assignment of Policies Upon Foreclosure. In the event of foreclosure of this
Deed of Trust or other transfer of title or assignment of the Trust Estate in extinguishment, in
whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and to all
proceeds and benefits of policies of insurance required by Section 1.3 hereof with respect to any
casualty prior to the date of such foreclosure or other transfer of title or assignment shall inure to
the benefit of and pass to the successor in interest to Trustor or the purchaser or grantee of the
Trust Estate.
1.7 Indemnification; Subrogation; Waiver of Offset.
1.7.1 If Beneficiary is made a party to any litigation (not covered by the
indemnity contained in Subsection 5.1.10 of the Agreement)concerning the Note,this Deed of
Trust, any of the other Loan Documents, the Trust Estate or any part thereof or interest therein,
or the occupancy of the Trust Estate by Trustor,then Trustor shall indemnify, defend and hold
Beneficiary harmless from all costs, expenses, losses, damages,judgments, and liability by
reason of such litigation, including reasonable attorneys' fees and expenses incurred by
Beneficiary as a result of any such litigation, whether or not any such litigation is prosecuted to
judgment. Beneficiary may employ an attorney or attorneys selected by it to protect its rights
hereunder, and Trustor shall pay to Beneficiary reasonable attorneys' fees and costs incurred by
Beneficiary, whether or not an action is actually commenced against Trustor by reason of its
breach.
1.7.2 Trustor waives any and all right to claim or recover against Beneficiary,
Trustee, or their respective officers, directors, employees, agents and representatives, for loss of
or damage to Trustor, the Trust Estate, Trustor's property or the property of others under
Trustor's control from any cause insured against or required to be insured against by the
provisions of this Deed of Trust to the extent such loss or damage occurs during any Non-
Possession Period.
1.7.3 All sums payable by Trustor pursuant to this Deed of Trust or the Note
shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without
abatement, suspension, deferment, diminution or reduction,and the obligations and liabilities of
Trustor hereunder shall in no way be released, discharged or otherwise affected(except as
expressly provided herein)by reason of: (a) any,damage to or destruction of or any
condemnation or similar taking of the Trust Estate or any part thereof; (b) any restriction or
prevention of or interference by any third party with any use of the Trust Estate or any.part
thereof; (c) any title defect or encumbrance or any eviction from the Property or Improvements
or any part thereof by title paramount or otherwise; (d)any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating
to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of
MPOS\3 742 513 1 0949.8 6 - Upper and Mellots Property
Beneficiary, or by any court, in any such proceeding; (e) any claim which Trustor has or might
have against Beneficiary; or(f) any default or failure on the part of Beneficiary to perform or
comply with any of the terms hereof or of any other agreement with Trustor. Except as expressly
provided herein, Trustor waives all rights now or hereafter conferred by statute or otherwise to
any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and
payable by Trustor.
1.8 Taxes and Impositions.
1.8.1 As used herein, "Impositions" shall mean all real property taxes and
assessments, general and special, and all other taxes and assessments of any kind or nature
whatsoever, including, without limitation, nongovernmental levies or assessments such as
maintenance charges, levies or charges resulting from covenants, conditions and restrictions
affecting the Trust Estate,which are assessed or imposed upon the Trust Estate or any portion of
it, or become due and payable, and which create,may create or appear to create a lien upon the
Trust Estate, or any part thereof, or upon any person,property, equipment or other facility used
in the operation or maintenance thereof, or any tax or assessment on the Trust Estate, or any
portion of it, in lieu thereof or in addition thereto, or any license fee,tax or assessment imposed
on Beneficiary and measured by or based in whole or in part upon the amount of the outstanding
obligations secured hereby. Trustor shall pay, at least five(5)days prior to delinquency, all
Impositions. Trustor shall deliver to Beneficiary proof of the payment of the Impositions within
thirty (30) days after such Impositions are due if requested by Beneficiary.
1.8.2 Trustor shall not suffer,permit or initiate the joint assessment of any real
and personal property which may constitute all or a portion of the Trust Estate or suffer,permit
or initiate any other procedure whereby the lien of the real property taxes and the lien of the
personal property taxes shall be assessed, levied or charged to the Trust Estate as a single lien, or
any portion thereof.
1.9 Utilities. During any Non-Possession Period,Trustor shall pay or shall cause to
be paid when due all utility charges which are incurred by Trustor for the benefit of the Trust
Estate and all other assessments or charges of a similar nature, whether or not such charges are or
may become liens thereon.
1.10 Actions Affecting Trust Estate. Trustor shall promptly give Beneficiary written
notice of and shall appear in and contest any action or proceeding purporting to affect the Trust
Estate or the security hereof or the rights or powers of Beneficiary or Trustee; and shall pay all
costs and expenses, including the cost of evidence of title and attorneys' fees, in any such action
or proceeding in which Beneficiary or Trustee may appear.
1.11 Actions By Trustee or Beneficiary to Preserve Trust Estate. If Trustor fails to
make any payment or to do any act as and in the manner provided in any of the Loan Documents,
Beneficiary and/or Trustee, each in its own discretion,without obligation so to do,without
releasing Trustor from any obligation, and without notice to or demand upon Trustor, may make
or do the same in such manner and to such extent as either may deem necessary to protect the
security hereof. In connection therewith(without limiting their general powers, whether
-7- Upper and Mellots Property
MPOS1374251310949.8
conferred herein, in any other Loan Documents or by law), Beneficiary and Trustee shall have
and are hereby given the right, but not the obligation, (a) to enter upon and take possession of the
Trust Estate; (b) to make additions, alterations, repairs and improvements to the Trust Estate
which they or either of them may consider necessary or proper to keep the Trust Estate in good
condition and repair; (c)to appear and participate in any action or proceeding affecting or which
may affect the security hereof or the rights or powers of Beneficiary or Trustee; (d) to pay,
purchase, contest or compromise any encumbrance, claim, charge, lien or debt which in the
judgment of either may affect or appears to affect the security of this Deed of Trust or be prior or
superior hereto; and (e) in exercising such powers, to pay necessary expenses, including
attorneys' fees and costs or other necessary or desirable consultants. Trustor shall, immediately
upon demand therefor by Beneficiary and Trustee or either of them, pay to Beneficiary and
Trustee an amount equal to all respective costs and expenses incurred by such party in
connection with the exercise of the foregoing rights, including, without limitation, costs of
evidence of title, court costs, appraisals, surveys and receiver's,trustee's and attorneys' fees,
together with interest thereon from the date of such expenditures at the Default Rate.
1.12 Transfer of Trust Estate by Trustor. In order to induce Beneficiary to make the
Loan secured hereby, Trustor agrees that, in the event of any Transfer(defined below) of the
Trust Estate or any portion thereof or interest therein without the prior written consent of
Beneficiary, such Transfer shall constitute an Event of Default hereunder without need for notice
or an opportunity to cure and Beneficiary shall have the absolute right at its option, without prior
demand or notice, to declare all sums secured hereby immediately due and payable. Consent to
one such transaction shall not be deemed to be a waiver of the right to require consent to future
or successive transactions. Beneficiary may grant or deny such consent in its sole discretion and,
if consent should be given, any such Transfer shall be subject to this Deed of Trust, and any such
transferee shall assume all obligations hereunder and agree to be bound by all provisions
contained herein. Such assumption shall not, however, release Trustor or any maker or guarantor
of the Note from any liability thereunder without the prior written consent of Beneficiary. As
used herein, the term"Transfer"includes the direct or indirect sale,transfer, conveyance,
assignment, mortgage, encumbrance, hypothecation or other alienation of the Trust Estate, or any
portion thereof or interest therein, whether voluntary, involuntary, by operation of law or
otherwise, the execution of any installment land sale contract, sales agreement or similar
instrument affecting all or a portion of the Trust Estate, granting of an option to purchase any
portion of or interest in the Trust Estate, the creation of a lien or other encumbrance on the Trust
Estate or any part thereof or interest therein, or the lease of all or substantially all of the Trust
Estate other than a lease to Beneficiary. "Transfer"shall also include the direct or indirect
transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of(a) if
Trustor is a partnership, (i) any partnership interest in Trustor, (ii) any partnership interest in any
general partner in Trustor that is a partnership, (iii) an aggregate of twenty-five percent(25%) or
more of the stock of any corporation which is a general partner in Trustor or the beneficial
interest in any other legal entity which is a general partner(whether in one transaction or a series
of transactions); or(b) if Trustor is a corporation,twenty-five percent(25%) or more of the stock
of Trustor(whether in one transaction or in a series of transactions). Notwithstanding anything
to the contrary in this Section 1.12, "Transfer"shall not include any conveyance, assignment or
- g - Upper and Mellots Property
MPOS137425U I0949.8
other transfer to a Permitted Seller Assignee (as defined in Subsection 6.9.5.2 of the Agreement)
in compliance with Subsection 6.9.5 of the Agreement.
1.13 Survival of Warranties. All representations, warranties and covenants of Trustor
contained in the Loan Documents or incorporated by reference therein, shall survive the
execution and delivery of this Deed of Trust and shall remain continuing obligations, warranties
and representations of Trustor so long as any portion of the obligations secured by this Deed of
Trust remains outstanding.
1.14 Eminent Domain.
1.14.1 In the event that any proceeding or action be commenced for the taking of
the Trust Estate, or any part thereof or interest therein, for public or quasi-public use under the
power of eminent domain, condemnation or otherwise, or if the same be taken or damaged by
reason of any public improvement or condemnation proceeding, or in any other manner, or
should Trustor receive any notice or other information regarding such proceeding, action,taking
or damage, Trustor shall give prompt written notice thereof to Beneficiary. Beneficiary shall be
entitled at its option,without regard to the adequacy of its security, to commence, appear in and
prosecute in its own name any such action or proceeding. Beneficiary shall also be entitled to
make, with prior notice to and consultation with Trustor, any reasonable compromise or
settlement in connection with such taking or damage. All compensation, awards,damages,
rights of action and proceeds awarded to Trustor by reason of any such taking or damage (the
"Condemnation Proceeds") are hereby assigned to Beneficiary and Trustor agrees to execute
such further assignments of the Condemnation Proceeds as Beneficiary or Trustee may require.
After deducting therefrom all costs and expenses (regardless of the particular nature thereof and
whether incurred with or without suit), including attorneys' fees, incurred by it in connection
with any such action or proceeding, Beneficiary shall apply all such Condemnation Proceeds to
the restoration of the Improvements,provided that(a)the taking or damage will not, in -
Beneficiary's reasonable judgment, materially and adversely affect the contemplated use and
operation of the Property or Improvements; (b)the taking is of less than all of the Property; and
(c) all of the following conditions have been satisfied: (i) no Event of Default shall exist under
any of the Loan Documents; (ii) Beneficiary shall have determined, in its reasonable judgment,
that the repair of the damage or destruction can be completed within one hundred eighty(180)
days after the occurrence of the damage; (iii)Beneficiary and all Governmental Authorities
(defined below) shall have approved the final plans and specifications for reconstruction of the
Improvements; (iv)Trustor shall have delivered to Beneficiary and Beneficiary shall have
approved (A) a budget of all costs of reconstruction of the Improvements, (B) a construction
schedule for the reconstruction of the Improvements, (C) a construction contract for the
reconstruction work in form and content, and with a contractor, acceptable to Beneficiary, and
(D) such other documents and agreements as Beneficiary shall reasonably require;and(v)
Beneficiary shall have determined that after the reconstruction work is completed the fair market
value of the Property and Improvements, as determined by Beneficiary in its reasonable
discretion, shall be not less than the original fair market value of the Property and Improvements
as of the date hereof or the outstanding balance of the Note(principal, interest and all other
charges), whichever is less. If all of the above conditions are met, Beneficiary shall disburse the
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MPOS\374251310949.8
Condemnation Proceeds only as repairs or replacements are effected and continuing expenses
become due and payable.
1.14.2 If any one or more of the conditions set forth in Section 1.14.1 hereof are
not met, Beneficiary may, at its sole option, apply all of the Condemnation Proceeds, after
deductions as herein provided,to the repayment of the outstanding balance of the Note, together
with all accrued interest thereon, notwithstanding that said outstanding balance may not be due
and payable. Application or release of the Condemnation Proceeds as provided herein shall not
cure or waive any Event of Default or notice of default hereunder or under any other Loan
Document or invalidate any act done pursuant to such notice. Nothing in this Section 1.14.2
shall limit Beneficiary's rights or remedies under this Deed of Trust after the occurrence of an
Event of Default.
1.15 Additional Security. No other security now existing, or hereafter taken,to secure
the obligations secured hereby shall be impaired or affected by the execution of this Deed of
Trust and all additional security shall be taken, considered and held as cumulative. The taking of
additional security, execution of partial releases of the security,or any extension of the time of
payment of the indebtedness shall not diminish the force, effect or lien of this Deed of Trust and
shall not affect or impair the liability of any maker, surety or endorser for the payment of said
indebtedness. In the event Beneficiary at any time holds additional security for any of the
obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at
its option, either before, concurrently, or after a sale is made hereunder.
1.16 Appointment of Successor Trustee. Beneficiary may, from time to time, by a
written instrument executed and acknowledged by Beneficiary, mailed to Trustor and recorded in
the county in which the Trust Estate is located and by otherwise complying with the provisions
of applicable law, substitute a successor or successors to any Trustee named herein or acting
hereunder. Such successor shall, without conveyance from the Trustee predecessor, succeed to
all title, estate, rights,powers and duties of said predecessor.
1.17 Successors and Assigns. This Deed of Trust applies to, inures to the benefit of
and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors
and assigns. The term `Beneficiary"shall mean the owner and holder of the Note, whether or
not named as Beneficiary herein. In exercising any rights hereunder or taking any actions
provided for herein, Beneficiary may act through its employees,agents, independent contractors
and other representatives authorized by Beneficiary.
1.18 Inspections. Beneficiary and its agents, representatives and other designees are
authorized to enter at any reasonable time upon or in any part of the Trust Estate for the purpose
of inspecting the same and for the purpose of performing any of the acts it is authorized to
perform hereunder or under the terms of any of the Loan Documents. Without limiting the
generality of the foregoing,Trustor agrees that Beneficiary will have the same right,power and
authority to enter and inspect the Trust Estate as is granted to a secured lender under Section
2929.5 of the California Civil Code, and that Beneficiary will have the right to appoint a receiver
to enforce this right to enter and inspect the Trust Estate to the extent such authority is provided
MPOS\374251310949.8 1 0 - Upper and Mellots Property
under California law, including the authority given to a secured lender under Section 564(c) of
the California Code of Civil Procedure.
1.19 Liens. Trustor shall pay and promptly discharge, at Trustor's cost and expense,
all liens, encumbrances and charges upon the Trust Estate, or any part thereof or interest therein,
to the extent not the obligation of Beneficiary as tenant under the UP Lease. If Trustor shall fail
to remove and discharge any such lien, encumbrance or charge, then, in addition to any other
right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the
same, either by paying the amount claimed to be due, or by procuring the discharge of such lien,
encumbrance or charge by depositing in a court a bond or the amount claimed or otherwise
giving security for such claim, or by procuring such discharge in such manner as is or may be
prescribed by law. Trustor shall, immediately upon demand therefor by Beneficiary,pay to
Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection
with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance
or charge, together with interest thereon from the date of such expenditure at the Default Rate.
1.20 Trustee's Powers. At any time, or from time to time, without liability therefor
and without notice, upon written request of Beneficiary and presentation of this Deed of Trust
and the Note secured hereby for endorsement, and without affecting the personal liability of any
person for payment of the indebtedness secured hereby or the effect of this Deed of Trust upon
the remainder of said Trust Estate, Trustee may (a) reconvey any part of said Trust Estate, (b)
consent in writing to the making of any map or plat thereof, (c)join in granting any easement
thereon, or(d)join in any extension agreement or any agreement subordinating the lien or charge
hereof.
1.21 Beneficiary's Powers. Without affecting the liability of any other person liable
for the payment of any obligation herein mentioned, and without affecting the lien or charge of
this Deed of Trust upon any portion of the Trust Estate not then or theretofore released as
security for the full amount of all unpaid obligations, Beneficiary may, from time to time and
without notice(a)release any person so liable, (b) extend the maturity or alter any of the terms of
any such obligation, (c) grant other indulgences, (d) release or reconvey, or cause to be released
or reconveyed at any time at Beneficiary's option any parcel,portion or all of the Trust Estate,
(e) take or release any other or additional security for any obligation herein mentioned,or(f)
make compositions or other arrangements with debtors in relation thereto.
1.22 Books and Records. At any time during any Non Possession Period and after the
occurrence of an Event of Default,Beneficiary shall have the right to audit and inspect all books
and records relating to the Trust Estate or any part thereof. Beneficiary or its representatives
shall have the right to examine and make copies of such books and records and all supporting
vouchers and invoices at Trustor's principal place of business during regular business hours.
1.23 Leasehold.
1.23.1 If any part of the Trust Estate consists of a leasehold estate: (a)Trustor
will: (i)pay the rent reserved by such lease creating such leasehold estate and all other monetary
obligations thereunder as the same become due and payable; (ii)promptly perform and observe
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all of the covenants, agreements, obligations and conditions required to be performed and
observed by Trustor as the tenant under such lease, and do all things necessary to preserve and
keep unimpaired its rights thereunder; (iii) promptly notify Beneficiary in writing of the
commencement of a proceeding under the federal bankruptcy laws by or against Trustor or the
landlord under such lease; (iv) if any of the indebtedness secured hereby remains unpaid at the
time when notice may be given by Trustor as the tenant under such lease of the exercise of any
right to renew or extend the term of such lease, promptly give notice to the Landlord of the
exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the
Property or any part thereof are deposited with any person other than Beneficiary pursuant to the
requirements of such lease,promptly notify Beneficiary in writing of the name and address of the
person with whom such proceeds have been deposited and the amount so deposited; and (vi)
promptly notify Beneficiary in writing of any request made by either party to such lease to the
other party thereto for arbitration or appraisal proceedings pursuant to such lease, and of the
institution of any arbitration or appraisal proceedings and promptly deliver to Beneficiary a copy
of the determination of the arbitrators or appraisers in each such proceeding; and (b) Trustor will
not surrender such lease or Trustor's leasehold estate and interest therein,nor terminate or cancel
such lease; and will not, without prior written consent of Beneficiary, modify, change,
supplement alter or amend such lease, either orally or in writing, and as further security for the
repayment of the indebtedness secured hereby and for the performance of the covenants,
agreements, obligations and conditions herein and in such lease contained, Trustor hereby
assigns to Beneficiary all of its rights,privileges and prerogatives as tenant under such lease to
terminate, cancel, modify,change, supplement, alter or amend such lease and any such
termination, cancellation, modification, change, supplement,alteration or amendment of such
lease, without the prior written consent thereto by Beneficiary shall be void and of no force and
effect.
1.23.2 Without limiting the generality of the foregoing,Trustor will not reject
such lease pursuant to 11 U.S.C. Section 365(a)or any successor law, or allow such lease to be
deemed rejected by inaction and lapse of time, and will not elect to treat such lease as terminated
by the Landlord's rejection of such lease pursuant to 11 U.S.C. Section 365(h)(1) or any
successor law, and as further security for the repayment of the indebtedness secured hereby and
for the performance of the covenants, agreements,obligations and conditions herein and in such
lease contained, Trustor hereby assigns to Beneficiary all rights,privileges and prerogatives of
Trustor, Trustor's bankruptcy trustee, and Trustor in the capacity of a debtor-in-possession,to
deal with such lease, or otherwise exercise any rights or remedies with respect thereto, which
right may arise as a result of the commencement of a proceeding under the federal bankruptcy
laws by or against Trustor or Landlord under such lease, including, without limitation, the right
to assume or reject, or to compel the assumption or rejection of such lease pursuant to 11 U.S.C.
Section 365(a) or any successor law,the right to seek and obtain extensions of time to assume or
reject such lease,the right to elect whether to treat such lease as terminated by the Landlord's
rejection of such lease or to remain in possession of the Property and offset damages pursuant to
11 U.S.C. Section 365(h)(1)or any successor law;and any exercise of such rights,privileges or
prerogatives by Trustor, Trustor's bankruptcy trustee, or Trustor in the capacity of a debtor-in-
possession, without the prior written consent thereto by Beneficiary shall be void and of no force
and effect. As further security for Beneficiary, Trustor hereby agrees to deposit with Beneficiary
MPOS1374251310949.8 - 12 - Upper and Mellots Property
a duplicate original of such lease and all supplements thereto and amendments thereof, to be
retained by Beneficiary until the indebtedness secured hereby is fully paid. So long as there is no
breach of or default under any of the covenants, agreements, obligations and conditions herein
contained to be performed by Trustor, or in the performance by Trustor of any of the covenants,
agreements, obligations and conditions in such lease to be performed by Trustor as the tenant
thereunder, Beneficiary shall have no right to terminate, cancel, modify, change, supplement,
alter or amend such lease. No release or forbearance of any of Trustor's obligations as the tenant
under such lease, whether pursuant to such lease or otherwise, shall release Trustor from any of
its obligations under this Deed of Trust, including, but not limited to, Trustor's obligations with
respect to the payment of rent as provided for in such lease and the observance and performance
of all of the covenants, agreements, obligations and conditions contained in such lease to be
observed and performed by the Tenant thereunder. Unless Beneficiary shall otherwise expressly
consent in writing, the fee title to the property demised by such lease and such leasehold estate
thereunder shall not merge, but shall always remain separate and distinct,notwithstanding the
union of such estates either in the Trustor or in a third party by purchase or otherwise.
1.24 Indemnity. In addition to any other indemnities in favor of Beneficiary in this
Deed of Trust, Trustor hereby agrees to indemnify, defend and hold harmless Beneficiary and its
officers, directors and employees from and against any and all losses, liabilities, suits,
obligations, fines, damages, penalties, claims, costs, charges and expenses, including reasonable
attorneys' fees and disbursements, which may be imposed upon, suffered, incurred or asserted
against Beneficiary or its officers, directors or employees by reason of any of the following: (a)
the construction of any improvements on the Property by, on behalf of, or at the request of
Trustor or any of its officers, directors, employees, agents, servants, contractors, tenants,
subtenants, licensees or invitees during any Non Possession Period, (b) any capital
improvements, other work or things done in, on or about the Property or any part thereof, by, on
behalf of,or at the request of Trustor or any of its officers, directors, employees, agents, servants,
contractors,tenants, subtenants, licensees or invitees during any Non Possession Period, (c) any
use, nonuse, misuse, possession,occupation, alteration,operation, maintenance or management
of the Property or any part thereof or any street, drive, sidewalk, curb, passageway or space
comprising a part thereof or adjacent thereto by, on behalf of, or at the request of Trustor or any
of its officers, directors, employees, agents, servants, contractors,tenants, subtenants, licensees
or invitees during any Non Possession Period, (d) any negligence or willful misconduct by
Trustor or any of its officers, directors, employees, agents, servants, contractors, tenants (other
than Beneficiary), subtenants, licensees or invitees at any time or times, (e) any accident, injury
(including death) or damage to any person or property occurring in, on or about the Property or
Improvements or any part thereof during any Non Possession Period, (f) any lien or claim against
the Trust Estate or any part thereof by, on behalf of, or at the request of Trustor or any of its
officers, directors, employees, agents, servants, contractors, tenants (other than Beneficiary),
subtenants, licensees or invitees at any time or times, or any liability asserted against Beneficiary
with respect thereto at any time or times, (g) any tax attributable to the execution,delivery, filing
or recording of this Deed of Trust or the Note; (h) any contest due to Trustor's actions'or failure
to act,permitted pursuant to the provisions of this Deed of Trust, (i) any default under the Note
or this Deed of Trust, or 0) any claim by or liability to any contractor, subcontractor or materials
supplier performing work or providing materials, on behalf, or at the request of Trustor or any of
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MPOS137425\310949.8
45
its officers, directors, employees, agents, servants, contractors, tenants (other than Beneficiary),
subtenants, licensees or invitees at any time or times.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF TRUSTOR
2.1 Representations. Warranties and Covenants. Trustor hereby represents, warrants
and covenants that:
2.1.1 Trustor is the lawful owner of good and marketable fee simple title to the
Property and has good right and authority to grant, bargain, sell, convey, transfer, and assign the
Property or, if this Deed of Trust secures a leasehold estate, Trustor is the owner of the tenant's
interest under the Tenant Leases (defined below) and the holder of the estate thereunder, and is
the owner of the Improvements hereby secured,and has good right to grant,bargain,sell,
convey, transfer, and assign the same as security under this Deed of Trust. If any part of the
Property is a leasehold estate, the lease creating such leasehold estate is in full force and effect
and is unmodified and no event of default has occurred thereunder;
2.1.2 Trustor will warrant and forever defend the title to the Property against
the claims of all persons whomsoever claiming the same or any part thereof, and this warranty of
title shall only survive the foreclosure of this Deed of Trust and shall inure to the benefit of and
be enforceable only by Beneficiary if Beneficiary acquires title to the Property pursuant to
foreclosure;
2.1.3 Trustor is now able to meet its debts as they mature, the fair market value
of its assets exceeds its liabilities, no bankruptcy or insolvency proceedings are pending or
contemplated by or against Trustor, no assignment to creditors has been made by Trustor and no
portion of Trustor's assets are presently subject to any attachment, execution or judicial seizure,
and Trustor covenants immediately to provide notice to Beneficiary in the event that any change
in any of the circumstances described in this sentence should occur;
2.1.4 Trustor is duly organized, validly existing and in good standing under the
laws of the state of its organization and is qualified and authorized to do business in the state
where the Property is located, and has full power and authority to own its property,to carry on its
business as presently being conducted and as contemplated to be conducted hereunder and to
execute, deliver and perform its obligations under this Deed of Trust, the Note and the other
Loan Documents; the person(s) executing this Deed of Trust,the Note and the other Loan
Documents on behalf of Trustor have been duly authorized to execute and deliver this Deed of
Trust, the Note and other Loan Documents on behalf of Trustor; this Deed of Trust, the Note and
the other Loan Documents constitute legally valid and binding obligations of Trustor enforceable
in accordance with their terms; and the execution, delivery and performance of this Deed of
Trust, the Note and the other Loan Documents by the Trustor will not conflict with, or constitute
a breach of, or default under, the Trustor's governing instruments or any indenture,mortgage,
deed of trust, note, lease, commitment, agreement or other instrument or obligation to which
Trustor is a party or by which Trustor or its properties is bound;
MPOS\374251310949.8 - 14 - Upper and Mellots Property
2.1.5 Other than the Pending Action(as defined in the Agreement), there are
no actions, suits or proceedings served upon Trustor or to the knowledge of Trustor threatened in
writing against Trustor, involving the Trust Estate or any part thereof;
2.1.6 There are no Tenant Leases currently in effect; and
2.1.7 To Trustor's knowledge, Trustor is not in default under the terms of any
instrument evidencing or securing any indebtedness of Trustor and there has occurred no event
which would, if incurred or uncorrected, constitute a default under any such instrument with the
giving of notice,passage of time or both.
ARTICLE 3
ASSIGNMENT OF RENTS AND PROFITS• LEASES
3.1 Assignment of Rents and Profits. The assignment of Rents and Profits set forth
hereinabove shall be fully operative without any further action on the part of either party.
Notwithstanding that Trustor has made a present, absolute and executed assignment of the Rents
and Profits to Beneficiary, Beneficiary hereby grants a revocable license (the "License")to
Trustor to collect, apply and retain the Rents and Profits of the Property as they become due and
payable and to hold the rent security deposits, so long as Trustor is not in default under the Note,
this Deed of Trust or any of the other Loan Documents. The License given to Trustor hereunder
to collect, apply and retain such Rents and Profits shall be automatically revoked and terminated,
without notice or demand of any kind, upon and after the occurrence of any Event of Default
hereunder. Notwithstanding the foregoing, in the event that Beneficiary is required by any
provision of law to give Trustor notice or to make a demand to terminate the License or to
enforce the assignment granted by Trustor to Beneficiary hereunder, such notice, if not otherwise
given by Beneficiary in such other manner as may be permitted or required by applicable law,
shall be deemed to have been given by Beneficiary and actually received by Trustor when
Beneficiary sends to Trustor, in the manner set forth in Section 5.4 hereof, a written notice of
default or demand for payment of the amount in default whether or not such notice or demand
specifically refers to or contains a termination of the License. Trustor shall immediately turn
over to Beneficiary upon receipt or collection any Rents and Profits collected or received by
Trustor after the termination of said License or after default by Trustor under the Note,this Deed
of Trust or any of the other Loan Documents. Any such Rents and Profits not turned over by
Trustor to Beneficiary as required hereby shall be held by Trustor in trust for Beneficiary.
3.1.1 Entry; Possession, Receiver. After the occurrence of any Event of
Default, Beneficiary, either in person, by agent, or by receiver to be appointed by the court, and
without regard to the adequacy of any security for the indebtedness hereby secured may, in the
sole discretion of Beneficiary and without regard to the adequacy of its security: (i)use and
possess, without rental or charge,the personal property of Trustor located on the Property or in
the Improvements and used in the operation or occupancy thereof; (ii) apply the Rents.and
Profits, and any sums recovered by Beneficiary on account thereof, less costs and expenses of
operation and collection including reasonable attorneys' fees,upon any indebtedness secured
hereby and in such order as Beneficiary may determine(except for such application, Beneficiary
shall not be liable to any person for the collection or non-collection of any rents, income, issues
MPOS\37425\310949.8
15 - Upper and Mellots Property
�
or profits, nor for failure to assert or enforce any of the foregoing rights); (iii) in its capacity as
Beneficiary and not the tenant under the UP Lease, take possession of the Property and
Improvements and manage and operate the same and Trustor's business thereon, and take
possession of and use all books of accounts and financial records of Trustor and its property
managers or representatives relating to the Property and Improvements; (iv) execute new leases
of any part of the Property and Improvements, including leases that extend beyond the term of
this Deed of Trust, and cancel or alter any existing leases; (v) sign the name of Trustor and bind
Trustor on all papers and documents relating to the operation, leasing and maintenance of the
Property or Improvements; (vi) demand payment from Trustor of all Rents and Profits collected
by Trustor from the date of the default, which Rents and Profits shall, from and after the
occurrence of such default, be deemed held by Trustor in trust for Beneficiary; (vii) demand,
receive, and sue for payment of Rents and Profits directly from Trustor's tenants, including
serving notice upon any or all tenants for the payment directly to Beneficiary of all rents and
other monetary obligations owing under such tenants' leases; (viii)bring an action against
Trustor for turnover of Rents and Profits collected by Trustor after Trustor's default under the
Note,this Deed of Trust or any of the other Loan Documents; (ix)to bring an action against
Trustor to obtain the appointment of a receiver to collect and pay over to Beneficiary the Rents
and Profits from the Property; and/or (x)take any and all other actions with respect to the
Property and the Rents and Profits as may be permitted under or authorized by applicable law or
any of the Loan Documents. Beneficiary may, in its sole and absolute discretion, seek the
appointment of a receiver solely to collect the Rents and Profits from the Property, or may seek
the appointment of a receiver to operate the Property and collect the Rents and Profits. Trustor
hereby stipulates to the Court appointing a receiver its consent to such appointment, if at the time
of Beneficiary's request Trustor is in default hereunder, or under the Note, the Deed of Trust or
any of the other Loan Documents. The entering upon and taking possession of the Property, the
collection of any Rents and Profits,the doing of other acts herein authorized and the application
thereof as aforesaid shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice. Nothing herein contained shall be construed as
constituting Beneficiary a mortgagee in possession in the absence of the actual taking of
possession of the Property by the Beneficiary other than in its capacity as the tenant under the
UP Lease or as constituting an action, rendering any of Trustor's obligations to Beneficiary
unenforceable, in violation of any of the provisions of Section 726 of the California Code of
Civil Procedure, or otherwise limiting any rights available to Beneficiary. Without limiting the
foregoing, Beneficiary shall have the rights and remedies contained in Section 2938 of the
California Civil Code, as amended or modified from time to time. The collection of such Rents
and Profits, or the entering upon and taking possession of the Trust Estate, or the application
thereof as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder
or invalidate any act done in response to such Event of Default or pursuant to such notice of
default.
3.2 Leases Affecting the Property.
3.2.1 Trustor shall not enter into any lease, license or other occupancy
agreement affecting the Property,the Improvements, or any part thereof(each a"Tenant Lease")
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without Beneficiary's express prior written consent, which consent may be withheld in
Beneficiary's sole and absolute discretion.
3.2.2 The assignment of leases set forth hereinabove shall not be deemed to
impose upon the Beneficiary any of the obligations or duties of the Trustor provided in any such
Tenant Lease (including, without limitation, any liability under the covenant of quiet enjoyment
contained in any Tenant Lease), and the Trustor shall comply with and observe its obligations as
landlord under all leases affecting the Property, the Improvements or any part thereof.
3.2.3 In addition, Trustor, if requested by Beneficiary, shall furnish promptly
to Beneficiary original or certified copies of all Tenant Leases hereafter created. Trustor shall
not accept payment of rent more than one (1)month in advance without the prior written consent
of Beneficiary.
3.2.4 With respect to the assignment of leases hereinabove set forth, Trustor
shall, from time to time upon request of Beneficiary, specifically assign to Beneficiary, by an
instrument in writing in such form as may be approved by the Beneficiary, all right, title and
interest of Trustor in and to any and all Tenant Leases of or affecting the Property,
Improvements,or any part thereof, together with all security therefor and all monies payable
thereunder, subject to the conditional License hereinabove given to Trustor to collect the rents
under any such Tenant Leases. Trustor shall also execute and deliver to Beneficiary any
notification, financing statement or other document reasonably required by Beneficiary to perfect
the foregoing assignment as to any such Tenant Leases. Beneficiary shall have the right, at any
time and from time to time, to notify any tenant of the rights of Beneficiary as provided in the
assignment by Trustor to Beneficiary of all Tenant Leases or to the rents, issues,profits,
earnings, income and other benefits therefrom and from the Property.
3.2.5 In the event of the occurrence of any default by Trustor under any Loan
Document and the institution by Beneficiary of any foreclosure, receivership or other proceeding
for the enforcement of Beneficiary's rights or remedies under this Deed of Trust, Beneficiary
may elect at any time prior to consummation of a foreclosure sale of the Property, and the
purchaser at such foreclosure sale (including Beneficiary)may elect at any time within thirty
(30) days following the consummation of such foreclosure sale, to declare any or all Tenant
Leases to be prior and superior to the lien of this Deed of Trust and to recognize the rights of the
Tenant(s)thereunder, in which event such Tenant Lease(s) shall survive such foreclosure sale
and shall be and remain in full force and effect, and the Tenant(s)thereunder shall be obligated
to attorn to Beneficiary or such purchaser and to execute and deliver such instruments of
attornment as Beneficiary or such purchaser shall require. Any such election shall be in the sole
discretion of Beneficiary or such purchaser, and shall be evidenced by written notice from
Beneficiary to Trustor and/or to the applicable Tenant(s)delivered either prior to or within thirty
(30) days following such foreclosure sale, by a statement of such election contained M`the notice
of the foreclosure sale, and/or by announcement at such foreclosure sale.
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MPOS\3742513109491
ARTICLE 4
EVENTS OF DEFAULT; REMEDIES
4.1 Events of Default. The occurrence of any of the following events shall be a
material breach of and default under this Deed of Trust(each, an "Event of Default"):
4.1.1 Upon written notice from Beneficiary to Trustor(except for the
occurrence of any event described in Section 4.1.1(a) or Sections 4.1.1(f)through(m) hereof,
inclusive, in which case no notice shall be required) and, in the case of the event described in
Section 4.1.1(b)hereof, the expiration of the cure period provided in Section 4.1.2 hereof, the
occurrence of one or more of the following shall constitute an Event of Default under this Deed
of Trust:
(a) failure to pay any interest, principal or other sums due under the
Note or other Loan Documents when due (as to the other Loan Documents, after expiration of
any cure period as may be provided therein);
(b) failure to comply with, perform or observe any of the obligations
or covenants made by Trustor in this Deed of Trust or any of the other Loan Documents (other
than the failure to pay principal, interest or other monies due under the Note or other Loan
Documents or a default under Section 1.12 of this Deed of Trust);
(c) the breach in any material respect of any representation or
warranty made by Trustor hereunder;
(d) any Event of Default under that certain Deed of Trust, Security
Agreement, Fixture Filing and Assignment of Rents of even date herewith executed by Trustor
for the benefit of Beneficiary encumbering the Lower Property (as defined in the Agreement);
(e) Trustor's material breach of the Agreement, after the expiration of
any cure periods as may be provided therein;
(f) Beneficiary fails to have a legal, valid, binding, and enforceable
first priority lien against the Trust Estate reasonably acceptable to Beneficiary;
(g) insolvency or a material adverse change in the assets, liabilities or
financial position of Trustor, any general partner in Trustor or any guarantor of the Loan;
(h) the commencement by any partner in Trustor of any action or
proceeding which seeks as one of its remedies the dissolution of Trustor or any partner in
Trustor;
(i) if any Governmental Authority,or any court at the instance
thereof, shall assume control over the affairs or operations of,or a receiver or trustee shall be
appointed over or of any substantial part of, or a writ or order of attachment or garnishment shall
be issued or made against any substantial part of the property of Trustor or any guarantor of the
Loan;
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(j) if Trustor or any guarantor of the Loan shall admit in writing its
inability to pay its debts when due, or shall make an assignment for the benefit of creditors; or
Trustor or any such guarantor shall apply for or consent to the appointment of any receiver,
trustee or similar officer for Trustor or any such guarantor, as the case may be, or for all or any
substantial part of their respective property; or Trustor or any such guarantor shall institute(by
petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement,readjustment of debts, dissolution, liquidation, or similar proceedings relating to
Trustor or any such guarantor, as the case may be, or under the laws of any jurisdiction;
(k) if a receiver, trustee or similar officer shall be appointed for
Trustor or any such guarantor of the Loan and for all or any substantial part of their respective
property without the application or consent of Trustor or any such guarantor, as the case may be,
and such appointment shall continue undischarged for a period of forty-five (45)days (whether
or not consecutive); or any bankruptcy, insolvency, reorganization, arrangements,readjustment
of debt, dissolution, liquidation or similar proceedings shall be instituted (by petition, application
or otherwise) against Trustor or any such guarantor and shall remain undismissed for a period of
forty-five (45) days (whether or not consecutive);
(1) any Transfer(as defined in Section 1.12 hereof)without the prior
written consent of Beneficiary; or
(m) any default by Trustor as the landlord under the UP Lease, after
expiration of any cure period as may be provided therein.
4.1.2 Only the defaults set forth in Sections 4.1.1(b) and(c)hereof are
potentially curable and shall be deemed cured, if:
(a) Trustor commences to cure said default within fifteen(15)days of
receipt of Beneficiary's notice of default and diligently proceeds to cure the same; and
(b) Trustor cures such default within thirty (30) days after receipt of
Beneficiary's notice provided that if such default is curable but more than thirty(30) days are
reasonably required to cure such default, Trustor shall not be deemed in default hereunder if
(i)Trustor commences to cure such default promptly within the fifteen(15)day period referred
to in(a), above, and proceeds diligently and continuously thereafter to cure such default and
actually cures the same within a reasonable time, and(ii)the security of Beneficiary is not
adversely affected by such delay.
4.1.3 All notice and cure periods provided herein or in any other Loan
Document shall run concurrently with any notice or cure periods provided by applicable law.
4.2 Acceleration Upon Default, Additional Remedies. Upon the occurrence of an
Event of Default, Beneficiary may, at its sole option, declare all indebtedness(including,without
limitation, all principal, interest,and other sums payable under the Note) secured hereby to be
immediately due and payable without any presentment,demand,protest or notice of any kind.
Thereafter Beneficiary may:
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4.2.1 Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court and without regard to the adequacy of its
security, enter upon and take possession of the Trust Estate, or any part thereof, in its own name
or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the
value, marketability or rentability of the Trust Estate, including, without limitation (a)taking
possession of Trustor's books and records, (b) completing the construction of any incomplete
Improvements, (c) maintaining or repairing the Improvements or the Property, (d) increasing the
income from the Project, with or without taking possession of the Trust Estate, (e) entering into,
modifying, or enforcing Leases, (f) suing for or otherwise collecting the Rents or other amounts
owing to Trustor, including those past due and unpaid, and (g) applying the same, less costs and
expenses of operation and collection including, without limitation, attorneys' fees, upon any
indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon
and taking possession of the Trust Estate,the collection of such Rents and the application thereof
as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder;
4.2.2 Elect in Beneficiary's sole discretion to cause the Trust Estate or any part
thereof to be sold under the power of sale herein granted in any manner permitted by applicable
law or to commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver,
or specifically enforce any of the covenants hereof;
4.2.3 Deliver to Trustee a written declaration of default and demand for sale and
a written notice of default and election to cause Trustor's interest in the Trust Estate to be sold,
which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records
of the County in which the Trust Estate is located; or
4.2.4 Exercise all other rights and remedies provided herein, in any other Loan
Document, or available at law, in equity or by statute.
4.3 Foreclosure by Power of Sale. Should Beneficiary elect to foreclose by exercise
of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with
Trustee this Deed of Trust and the Note and such receipts and evidence of expenditures made
and secured hereby as Trustee may require.
4.3.1 Beneficiary or Trustee shall give such notice of default and election to sell
as is then required by applicable law. Trustee shall,without demand on Trustor, after lapse of
such time as may then be required by law and after recordation of such notice of default and after
notice of sale having been given as required by law, sell the Trust Estate at the time and place of
sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items as
Beneficiary shall deem expedient, and in such order as it may determine, at public auction to the
highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee
shall deliver to such purchaser or purchasers thereof a trustee's deed conveying the property so
sold, which shall not contain any covenant or warranty, express or implied. The recitals in such
deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including,without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale and
Beneficiary shall be entitled to pay the purchase price by crediting the purchase price of the
property against the obligations secured hereby.
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4.3.2 After deducting all costs, fees and expenses of Trustee and of this Trust,
including costs of evidence of title in connection with sale, Trustee shall apply the proceeds of
sale in the following priority, to payment of: (i) first, all sums expended under the terms hereof,
not then repaid, with accrued interest at the Default Rate; (ii) second, all other sums then secured
hereby; and (iii)the remainder, if any, to the person or persons legally entitled thereto.
4.3.3 Subject to California Civil Code Section 2924g, Trustee may postpone
sale of all or any portion of the Trust Estate by public announcement at such time and place of
sale, and from time to time thereafter may postpone such sale by public announcement or
subsequently noticed sale, and without further notice make such sale at the time fixed by the last
postponement, or may, in its discretion, give a new notice of sale.
4.4 Personal Property. Upon the occurrence of an Event of Default, Beneficiary may
proceed at its election, in any sequence: (a)to dispose of any personal property separately from
the sale of the Property in accordance with Division 9 of the California Commercial Code or
other applicable law; and (b) to dispose of some or all of the Trust Estate and the personal
property in any combination consisting of both real and personal property together in one or
more sales to be held in accordance with the provisions of Section 9501(4) of the California
Commercial Code.
4.5 Appointment of Receiver. Upon the occurrence of an Event of Default hereunder,
Beneficiary, to the fullest extent permitted by law without notice to Trustor or anyone claiming
under Trustor, and without regard to the then value of the Trust Estate or the adequacy for any
security for the obligations then secured hereby, shall have the right to apply to any court having
jurisdiction to appoint a receiver or receivers of the Trust Estate, and Trustor hereby irrevocably
consents to such appointment and to the fullest extent permitted law waives notice of any
application therefor. Any such receiver or receivers shall have all the usual powers and duties of
receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as
provided herein.
4.6 Remedies Not Exclusive. Trustee and Beneficiary, and each of them, shall be
entitled to enforce payment and performance of any indebtedness or obligations secured hereby
and to exercise all rights and powers under this Deed of Trust or under any Loan Document or
any other agreement(including the UP Lease)or any laws now or hereafter in force,
notwithstanding some or all of the said indebtedness and obligations secured hereby may now or
hereafter be otherwise secured,whether by mortgage, deed of trust,pledge, lien, assignment or
otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court
action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any
manner affect Trustee's or Beneficiary's right to realize upon or enforce any other security now
or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and
each of them, shall be entitled to enforce this Deed of Trust and any other security now or
hereafter held by Beneficiary or Trustee in such order and manner as they or either of them may
in their absolute discretion determine. No remedy herein conferred upon or reserved to Trustee
or Beneficiary is intended to be exclusive of any other remedy herein, in any of the other Loan
Documents, in any other agreement(including the UP Lease), or by law provided or permitted,
but each shall be cumulative and shall be in addition to every other remedy given hereunder or
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now or hereafter existing at law or in equity or by statute or by agreement. Every power or
remedy given by any of the Loan Documents to Trustee or Beneficiary or to which either of
them may be otherwise entitled, may be exercised, concurrently or independently, from time to
time and as often as may be deemed expedient by Trustee or Beneficiary and either of them may
pursue inconsistent remedies.
4.7 Request for Notice. Trustor hereby requests a copy of any notice of default and
that any notice of sale hereunder be mailed to it at the address set forth in Section 4.4 of this
Deed of Trust.
4.8 Forbearance by Beneficiary Not a Waiver. Any forbearance by Beneficiary in
exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a
waiver of or preclude the exercise of any right or remedy. The acceptance by Beneficiary of
payment of any sum secured by this Deed of Trust after the due date of such payment shall not
be a waiver of Beneficiary's right either to require prompt payment when due of all other sums
so secured or to declare an Event of Default for failure to make prompt payment. The
procurement of insurance or the payment of taxes or other liens or charges by Beneficiary shall
not be a waiver of Beneficiary's right to accelerate the maturity of the indebtedness secured by
this Deed of Trust nor shall Beneficiary's receipt of any awards, proceeds or damages under this
Deed of Trust operate to cure or waive Trustor's default in payment of sums secured by this
Deed of Trust.
4.9 Environmental Provisions. Without limiting any of the remedies provided in the
Loan Documents, Trustor acknowledges and agrees that Sections 1.2 and 4.11 of this Deed of
Trust are each an environmental provision(as defined in Section 736(f)(2) of the California Code
of Civil Procedure)made by the Trustor relating to the Property security (the "Environmental
Provisions"), and that Trustor's failure to comply with the Environmental Provisions is a breach
of contract such that Beneficiary shall have the remedies provided under Section 736 of the
California Code of Civil Procedure ("Section 736") for the recovery of damages and for the
enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for
recovery of damages or enforcement of the Environmental Provision shall not constitute an
action within the meaning of Section 726(a) of the California Code of Civil Procedure or
constitute a money judgment for a deficiency or a deficiency judgment within the meaning of
Sections 580a, 580b, 580d,or 726(b)of the California Code of Civil Procedure. All remedies
provided for by the Loan Documents are separate and distinct causes of action that are not
abrogated, modified, limited or otherwise affected by the remedies provided under Section
736(a) of the California Code of Civil Procedure.
4.10 Costs and Expenses. Trustor shall pay to Beneficiary, upon demand, all expenses
(including, without limitation, fees, costs and expenses of attorneys, engineers, accountants and
agents) of obtaining a judgment, order or decree or otherwise seeking to enforce its rights or
exercise its remedies under the Note, this Deed of Trust or any Loan Documents, and all such
expenses shall,until paid,be secured by this Deed of Trust and shall bear interest at the Default
Rate provided under the Note.
4.11 Environmental Matters.
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4.11.1 Definitions.
(a) "Environmental Laws" shall mean any and all present and future
federal, state and local laws, ordinances, regulations, policies and any other requirements of
Governmental Authorities relating to health, safety, the environment or to any Hazardous
Substances, including without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act(CERCLA),the Resource Conservation Recovery Act(RCRA),
the Hazardous Materials Transportation Act,the Toxic Substance Control Act,the Endangered
Species Act, the Clean Water Act, the Occupational Safety and Health Act, the California
Environmental Quality Act and the applicable provisions of the California Health and Safety
Code, California Labor Code and the California Water Code, and the rules, regulations and
guidance documents promulgated thereunder.
(b) "Hazardous Substance" shall mean(a) any chemical, compound,
material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified
pursuant to, any Environmental Laws as a"hazardous substance", "hazardous material",
"hazardous waste", "extremely hazardous waste", "acutely hazardous waste,""radioactive
waste", "infectious waste", "biohazardous waste", "toxic substance", "pollutant", "toxic
pollutant,""contaminant" as well as any formulation not mentioned herein intended to define,
list, or classify substances by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity,toxicity, reproductive toxicity, "EP toxicity,"or"TCLP toxicity"; (b)
petroleum,natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or
mixtures of natural gas and such synthetic gas) and ash produced by a resource recovery facility
utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes
associated with the exploration, development or production of crude oil, natural gas, or
geothermal resources; (c) "hazardous substance" as defined in Section 25281(f) of the California
Health and Safety Code; (d) "waste" as defined in Section 13050(d)of the California Water
Code; (e) asbestos in any form; (f)urea formaldehyde foam insulation; (g)polychlorinated
biphenyis (PCBs); (h)radon; and(i) any other chemical, material,or substance that,because of
its quantity,concentration, or physical or chemical characteristics, exposure to which is limited
or regulated for health and safety reasons by any Governmental Authority, or which poses a
significant present or potential hazard to human health and safety or to the environment if
released into the workplace or the environment.
(c) "Governmental Authority"shall mean any federal, state or local
body, department, agency or authority which has jurisdiction over the Property,the
Improvements, or the use, occupancy or operation of the Property or Improvements, or which
has the power to regulate, govern, approve or control Property or Improvements or any aspect
thereof.
4.11.2 During any Non-Possession Period, Trustor shall, at its own expense,
comply and cause all persons entering the Property to comply with all Environmental Laws
applicable to the Property and/or Improvements. Trustor shall promptly advise Beneficiary in
writing of any(a) discovery of Hazardous Substances on the Property; or(b)claim, action or
order threatened or instituted by any third party(including Governmental Authorities) against the
Property or Trustor relating to damages, cost recovery, loss or injury resulting from any
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Hazardous Substances. Trustor shall provide Beneficiary with copies of all communications
with any third party (including Governmental Authorities) relating to any Environmental Law or
any claim, action or order relating to Hazardous Substances at, on, under or in the Property.
During any Non-Possession Period, Beneficiary shall have the right, at Trustor's expense, to
retain a professional environmental consultant to conduct an investigation of the Property and/or
Improvements with respect to Hazardous Substances or the Property's and/or Improvements'
compliance with Environmental Laws. Trustor hereby grants to Beneficiary, its agents,
employees, consultants and contractors, an irrevocable license and authorization to enter upon
and inspect the Property and Improvements during any Non-Possession Period and to conduct
during any Non-Possession Period such tests and investigations at the Property as Beneficiary, in
its sole discretion, determines necessary. If any remedial or other response action is required to
bring the Property and/or Improvements into compliance with Environmental Laws and such
remedial or response action is not the result of(a) Beneficiary's placement of Hazardous
Substances on the Property after commencement of the UP Lease or(b)other Hazardous
Substances placed on the Property after commencement of the UP Lease for which Beneficiary is
responsible under the terms of the UP Lease,Trustor shall immediately notify Beneficiary of
such situation and shall prepare a written plan setting forth a description of such situation(and all
environmental reports relating thereto) and the remedial and/or other response action that Trustor
proposes to implement to bring the Property and/or Improvements into compliance with all
Environmental Laws. Trustor shall, at its own expense,thereafter diligently and continuously
pursue the remediation of the condition necessary to bring the Property and/or Improvements
into compliance with all Environmental Laws.
4.11.3 To the fullest extent permitted by law, Trustor hereby agrees to indemnify,
defend and hold harmless Beneficiary and its directors, officers, and employees from and against
any and all loss, liability, expense, and damages of any kind or nature, and from any suits, causes
of action, actions,proceedings, claims, demands, and orders, including, without limitation, (i) all
damages to any natural resources, and the costs of any required or necessary repair, clean up,
response cost,or remediation of the Property and/or Improvements, and the preparation and
implementation of any closure, remedial or other required plans; and (ii) all costs and expenses
incurred in connection with clause(i) including, without limitation, reasonable attorneys' fees
and costs,whether in suit or not,to the extent arising directly or indirectly, in whole or in part,
out of(a)the prior,present or future existence, or alleged existence, of any Hazardous
Substances on, in or under the Property or Improvements to the extent the same were not the
result of Beneficiary's placement of Hazardous Substances on the Property or not the result of
other Hazardous Substances placed on the Property after the commencement of the UP Lease for
which Beneficiary is otherwise responsible under the terms of the UP Lease, (b) the removal of
or failure to remove any Hazardous Substances from the Property or Improvements to the extent
the same were not the result of Beneficiary's placement of Hazardous Substances on the
Property or not the result of other Hazardous Substances placed on the Property after the
commencement of the UP Lease for which Beneficiary is otherwise responsible under the terms
of the UP Lease, in each case whether prior to or during the term of the Loan, and whether by
Trustor or any predecessor-in-title or any other person or entity. The foregoing indemnity shall
apply to any residual Hazardous Substances' contamination(except for contamination resulting
from Beneficiary's placement of Hazardous Substances on the Property or other Hazardous
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10
Substances placed on the Property after the commencement of the UP Lease for which
Beneficiary is otherwise responsible under the terms of the UP Lease) on, in or under the
Property or Improvements that occurs prior to or during the term of the Loan and to any
Hazardous Substances contamination(except for contamination resulting from Beneficiary's
placement of Hazardous Substances on the Property or other Hazardous Substances placed on
the Property after the commencement of the UP Lease for which Beneficiary is otherwise
responsible under the terms of the UP Lease) of any property or natural resources arising in
connection with any activity involving Hazardous Substances with respect to the Property that
occurs prior to or during the term of the Loan, irrespective of whether any of such activities were
or will be undertaken in accordance with applicable Environmental Laws. Upon receiving
written notice of any suit, claim or demand asserted by a third party that Beneficiary believes is
covered by this indemnity, Beneficiary shall give Trustor notice of the matter and an opportunity
to defend it, at Trustor's sole cost and expense, with legal counsel satisfactory to Beneficiary.
Beneficiary may also require Trustor to so defend the matter. The obligations of Trustor under
this Section 4.11.3 shall survive the closing of the Loan and the repayment thereof and shall
survive any foreclosure or deed-in-lieu of foreclosure under this Deed of Trust, but shall not
survive Beneficiary's acquisition of fee title to the Property pursuant to the terms of the
Agreement.
ARTICLE 5
MISCELLANEOUS
5.1 Amendments. This instrument cannot be waived, changed, discharged or
terminated orally, but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, discharge or termination is sought.
5.2 Trustor Waiver of Rights. Trustor waives to the fullest extent permitted by law,
(a) the benefit of all laws now existing or that may hereafter be enacted providing for any
appraisement before sale of any portion of the Trust Estate, (b) all rights of redemption,
valuation, appraisement, stay of execution, notice of election to mature or declare due the whole
of the secured indebtedness and marshalling in the event of foreclosure of the liens hereby
created, (c) all rights and remedies which Trustor may have or be able to assert by reason of the
laws of the State of California pertaining to the rights and remedies of sureties,(d)the right to
assert any statute of limitations as a bar to the enforcement of the lien of this Deed of Trust or to
any action brought to enforce the Note or any other obligation secured by this Deed of Trust, and
(e)any rights, legal or equitable, to require marshalling of assets or to require upon foreclosure
sales in a particular order, including any rights under California Civil Code Sections 2899 and
3433. Beneficiary shall have the right to determine the order in which any or all of the Property
shall be subjected to the remedies provided herein. Beneficiary shall have the right to determine
the order in which any or all portions of the indebtedness secured hereby are satisfied from the
proceeds realized upon the exercise of the remedies provided herein. Nothing contained herein
shall be deemed to be a waiver of Trustor's rights under Section 2924c of the California Civil
Code.
5.3 Statements by Trustor. Trustor shall, within thirty(30) days after written notice
thereof from Beneficiary, deliver to Beneficiary a written statement, fully acknowledged, stating
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the unpaid principal of and interest on the Note and any other amounts secured by this Deed of
Trust and stating whether any offset, counterclaim or defense allegedly exists against such sums
and the obligations of the Deed of Trust.
5.4 Notices. Any notice, demand or request required hereunder shall be given in
writing (at the addresses set forth below) by any of the following means: (i)personal service;
(ii) telephonic facsimile transmission; (iii) nationally recognized overnight commercial mail
service; or(iv) registered or certified, first class U.S. mail,return receipt requested.
If to Trustor: Arlie Land and Cattle Company
722 Country Club Road
Eugene, Oregon 97401
Fax: (541)485-2550
Attn: John Musemeci
Copy to: Landels, Ripley & Diamond, LLP
350 The Embarcadero, Sixth Floor
San Francisco, California 94105
Fax: (415) 512-8750
Attn: Scott Rogers
Copy to: Acosta Commercial Real Estate Services
450 East Strawberry Drive, Suite 35
Mill Valley, California 94921
Attn: Louis Acosta
Fax: (415) 383-5292
If to Beneficiary: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos,California 94022
Fax: (650) 691-0485
Attn: L.C. Britton
Copy To: Miller, Starr& Regalia
545 Middlefield Road, Suite 200
Menlo Park, California 94025
Attn: Robin Kennedy or Lance Anderson
If to Trustee: Old Republic Title Company
1900 The Alameda
San Jose, CA 95126
Fax: (408)249-2314
Such addresses may be changed by notice to the other parties given in the same manner as above
provided. Any notice,demand or request sent pursuant to either Subsection(i)or(ii),above,
shall be deemed received upon such personal service or upon dispatch by electronic means.
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(provided, however, that a dispatch by facsimile transmission which occurs on any day other
than a business day or after 5:00 p.m. Pacific time shall not be deemed received until 9:00 a.m.
Pacific time on the next business day). Any notice, demand or request sent pursuant to
Subsection (iii), above, shall be deemed received on the business day immediately following
deposit with the overnight commercial mail service, and, if sent pursuant to Subsection(iv),
above, shall be deemed received forty-eight(48) hours following deposit into the U.S. mail.
5.5 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.
5.6 Captions. The captions or headings at the beginning of each Article and Section
hereof are for the convenience of the parties and are not a part of this Deed of Trust.
5.7 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended
to be severable. In the event any term or provision hereof is declared to be illegal, invalid or
unenforceable for any reason whatsoever by a court of competent jurisdiction, such illegality or
invalidity shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.
5.8 Subrogation. To the extent that proceeds of the Note are used to pay any
outstanding lien, charge or prior encumbrance against the Trust Estate, such proceeds have been
or will be advanced by Beneficiary at Trustor's request and Beneficiary shall be subrogated to
any and all rights and liens held by any owner or holder of such outstanding liens, charges and
prior encumbrances, irrespective of whether said liens, charges or encumbrances are released.
5.9 Attorneys' Fees. If the Note is not paid when due or if any Event of Default
occurs, Trustor promises to pay all costs of enforcement and collection, including but not limited
to, reasonable attorneys' fees, whether or not such enforcement and collection includes the filing
of a lawsuit. As used herein, the terms "attorneys' fees"or"attorneys' fees and costs"shall
mean the fees and expenses of counsel to Beneficiary (including,without limitation, in-house
counsel employed by Beneficiary), which may include,without limitation,printing, duplicating
and other expenses, air freight charges, and fees billed for law clerks,paralegals, librarians and
others not admitted to the bar but performing services under the supervision of an attorney and
all such fees and expenses incurred with respect to appeals,arbitrations and bankruptcy
proceedings, and whether or not any action or proceeding is brought with respect to the matter
for which said fees and expenses were incurred. In the event of any dispute or litigation
concerning the enforcement, validity or interpretation of this Deed of Trust,the losing party shall
pay all costs, charges and expenses (including reasonable attorneys' fees)incurred by the
prevailing party.
5:10 No Merger. In the event Beneficiary or Trustor succeeds to different estates or
interests in the Property (including,without limitation, interests as a beneficiary and owner)with
or without any outstanding intervening estates or interest, no merger of estates or interest shall be
deemed to have occurred without Beneficiary's written consent. Without limiting the generality
of the foregoing, if both the lessor's and lessee's estate under any lease or any portion thereof
which constitutes a part of the Trust Estate shall at any time become vested in one owner,this
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Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of
the doctrine of merger unless Beneficiary so elects as evidenced by recording a written
declaration so stating, and, unless and until Beneficiary so elects, Beneficiary shall continue to
have and enjoy all of the rights and privileges of Beneficiary as to the separate estates. In
addition, upon the foreclosure of the lien created by this Deed of Trust on the Trust Estate
pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any
portion of the Trust Estate shall not be destroyed or terminated by application of the law of
merger or as a matter of law or as a result of such foreclosure unless Beneficiary or any
purchaser at such foreclosure sale shall so elect. No act by or on behalf of Beneficiary or any
such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such
purchaser shall give written notice thereof to such tenant or subtenant.
5.11 Governing Law. THIS DEED OF TRUST SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
5.12 Joint and Several Obligations. Should this Deed of Trust be signed by more than
one party, all obligations herein contained shall be deemed to be the joint and several obligations
of each party executing this Deed of Trust. Any married person signing this Deed of Trust
agrees that recourse may be had against community assets and against his or her separate
property for the satisfaction of all obligations contained herein.
5.13 Interpretation, Conflict. In this Deed of Trust the singular shall include the plural
and the masculine shall include the feminine and neuter and vice versa, if the context so requires.
In the event of any conflict between this Deed of Trust and the Agreement, this Deed of Trust
shall control.
5.14 Reconveyance by Trustee. Upon written request of Beneficiary stating that all
sums secured hereby have been paid, and upon surrender of this Deed of Trust and the Note to
Trustee for cancellation and retention and upon payment by Trustor of Trustee's fees, Trustee
shall reconvey to Trustor, or to the person or persons legally entitled thereto,without warranty,
any portion of the Trust Estate then held hereunder. The recitals in such reconveyance of any
matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any
reconveyance may be described as"the person or persons legally entitled thereto." Such grantee
shall pay Trustee a reasonable fee and Trustee's costs incurred in so reconveying the Trust
Estate.
5.15 Counterparts. This document may be executed and acknowledged in
counterparts, all of which executed and acknowledged counterparts shall together constitute a
single document. Signature and acknowledgment pages may be detached from the counterparts
and attached to a single copy of this document to physically form one document, which may be
recorded.
5.16 Nonforeign Entity. Section 1445 of the Internal Revenue Code of 1986, as
amended(the "Internal Revenue Code") provides that a transferee of a U.S. Property interest
must withhold tax if the transferor is a foreign person. To inform Beneficiary that the
withholding of tax will not be required in the event of the disposition of the Property or
-28 - Upper and Mellots Property
MPOs\37425\310949.8
Improvements pursuant to the terms of this Deed of Trust, Trustor hereby certifies, under penalty
of perjury, that: (a) Trustor is not a foreign corporation, foreign partnership, foreign trust or
foreign estate, as those terms are defined in the Internal Revenue Code and the regulations
promulgated thereunder; and (b) Trustor's principal place of business is Cottage Grove, Oregon.
It is understood that Beneficiary may disclose the contents of this certification to the Internal
Revenue Service and that any false statement contained herein could be punished by fine,
imprisonment or both. Trustor covenants and agrees to execute such further certificates, which
shall be signed under penalty of perjury, as Beneficiary shall reasonably require. The covenant
set forth herein shall survive the foreclosure of the lien of this Deed of Trust or acceptance of a
deed in lieu thereof.
5.17 Substitute Trustee. Beneficiary at any time and from time to time, by instrument
in writing, may substitute and appoint a successor Trustee (either corporate or individual)to any
Trustee named herein or previously substituted hereunder, which instrument when executed,
acknowledged, and recorded in the Official Records of the Office of the Recorder of the county
or counties where the Property is located shall be conclusive proof of the proper substitution and
appointment of each successor trustee or trustees, who shall then have all the title,powers, duties
and rights of the predecessor Trustee, without the necessity of any conveyance from such
predecessor. Trustee shall not be obligated to notify any party hereto of pending sale under any
other Deed of Trust, or, unless brought by Trustee, or any action or proceeding in which Trustor,
Beneficiary or Trustee shall be a party.
5.18 Fixture Filing; Security Agreement.
5.18.1 This Deed of Trust constitutes a financing statement filed as a fixture
filing in the Official Records of the County Recorder in the county in which the Property is
located with respect to any and all fixtures included within the term"Trust Estate"as used herein
and with respect to any goods or other personal property that may now be or hereafter become
such fixtures.
5.18.2 . Trustor(as debtor)hereby grants to Beneficiary (as creditor and secured
party) a security interest in all tangible and intangible personal property constituting the Trust
Estate or part thereof including, without limitation, fixtures, machinery, appliances, equipment,
furniture, claims, demands and causes of actions, licenses,permits, contracts and agreements and
other general intangibles described hereinabove. Trustor shall execute any and all documents
(including, without limitation, financing statements pursuant to the California Commercial Code)
as Beneficiary may request to preserve and maintain the priority of the lien created hereby on
property which may be deemed personal property or fixtures, and shall pay to Beneficiary on
demand any expenses incurred by Beneficiary in connection with the preparation, execution and
filing of any such documents. Said financing statements shall be filed, at Beneficiary's sole
option, with the Office of the Secretary of State of the State of California, in the real estate
records of the county in which the Property is located, and/or such other offices as Beneficiary
deems advisable. Trustor hereby authorizes and empowers Beneficiary to execute and file, on
the Trustor's behalf, all financing statements and refilings and continuations thereof as
Beneficiary deems necessary or advisable to create,preserve and protect said lien and security
interest. This Deed of Trust constitutes a security agreement for any and all items of the Trust
MPOS1374251310949.8 - 29 - Upper and Mellots Property
of
Estate which are personal property and fixtures and which, under applicable law, may be subject
to a security interest pursuant to the California Commercial Code and which are not herein
effectively made part of the Property. Trustor hereby grants Beneficiary a security interest in
said property, and in all additions, substitutions and proceeds thereof, for the purpose of securing
all indebtedness and obligations of Trustor now or hereafter secured by this Deed of Trust. The
remedies available to Beneficiary for violations of the covenants, terms and conditions set forth
in this security agreement shall be (i) as set forth in this Deed of Trust and (ii) as permitted under
the laws of the state where the Property is located including, without limitation, the California
Commercial Code. Each of these remedies shall be distinct and cumulative as to all other rights
or other remedies and may be exercised concurrently, independently or successively, as
Beneficiary may elect.
5.18.3 Trustor and Beneficiary agree that neither the filing of a financing
statement in the public records normally having to do with personal property nor the taking of
any other action described in the above Sections shall be construed in any way as derogating
from or impairing the express declaration and intention of the parties hereto, hereinabove stated,
that everything used in connection with the production of income from the Property and/or
adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all
times and for all purposes and in all proceedings both legal or equitable, shall be regarded, to the
extent permitted by applicable law, as part of the real estate encumbered by this Deed of Trust
irrespective of whether(i) any such item is physically attached to the Improvements, (ii) serial
numbers are used for the better identification of certain equipment or other items capable of
being thus identified in a recital contained herein or in any list filed with Beneficiary, or(iii) any
such item is referred to or reflected in any such financing statement so filed at any time.
Similarly, the mention in any such financing statement of(1) rights in or to the proceeds of any
fire and/or hazard insurance policy, or(2) any award in eminent domain proceedings for a taking
or for loss of value, or(3)Trustor's interest as lessor in any present or future lease, rental
agreement,tenancy agreement or occupancy agreement or right to income growing out of the use
and/or occupancy of the Property, whether pursuant to lease or otherwise, shall never be
construed as in any way altering any of the rights of Beneficiary as determined by this Deed of
Trust or impugning the priority of Beneficiary's lien granted hereby or by any other recorded
document, but such mention in the financing statement is declared to be for the protection of the
Beneficiary in the event any court or judge shall at any time hold with respect to clauses(1), (2),
and(3) of this Section 5.18.3 that notice of the Beneficiary's priority of interest to be effective
against a particular class of persons, including but not limited to the federal government and any
subdivisions or entity of the federal government, must be filed in such public records
MPOS1374251310949.8 30 - Upper and Mellots Property
5.19 Spouse's Separate Property. Any Trustor who is a married person expressly
agrees that recourse may be had against his or her separate property.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and
year first above written.
TRUSTOR: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Suzanne Arlie
Its: President
By:
John Musumeci
Its: Vice President
MPOS\3742513 t0949.8 - 31 - Upper and Mellots Property
STATE OF )
ss
COUNTY OF )
On , 19_, before me,
a Notary Public in and for said State,personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
STATE OF )
ss
COUNTY OF )
On , 19____, before me,
a Notary Public in and for said State,personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
Mros\37425v10949.8 32 - Upper and Mellots Property
EXHIBIT C-1
UCC FINANCING STATEMENT
S SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT — FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant to the Uniform Commercial Code
and will remain effective,with certain exceptions,for 5 years from date of filing.
A. NAME 3 T L. OF CONTACT T FILER (optional) B. FILING OFFICE ACCT.# (optional)
Lance Andkers< . tsq.
650-463-7800
C. RETURN COPY TO: (Name and Mailing Address)
17
Lance Anderson, Esq.
Miller, Starr & Regalia
545 Middlefiled Road, Ste. 200
Menlo Park, CA 94025
D.OPTIONAL DESIGNATION r'r,,..eNl:RLESSORILESSEEIICONSIGNORICONSIGNEE I NON-UCC FILING
1.DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name 1a or 1b
la.ENTnYS NAME
Arlie Land and Cattle Company
OR 1 b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
1c.MAILING ADDRESS CITY STATE COUNTRY I POSTAL CODE
1445 Gateway Boulevard Cottage Grove OR USA 97424
1d.S.S.OR TAX I.D.# JOPTIONAL Ie.TYPE OF ENTITY It ENTnYS STATE 1g.ENTITY'S ORGANIZATIONAL I.D.#,if any
ADt7NL INFO RE OR COUNTRY OF
ENTRY DEBTOR JCor oration JORGANVATION Oregon X NONE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b)
2a.ENTI YS NAME
OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
2d.S.S.OR TAX I.D.# OPTIONAL 12e.TYPE OF ENTITY 2f.ENTITY S STATE 2g.ENTTTY'S ORGANIZATIONAL I.D.#,if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR I JORGANIZATION INONE
3.SECURED PARTY'S ORIGINAL S/P or ITS TOTAL ASSIGNEE EXACT FULL LEGAL NAME-insert only one secured party name or 3b
3a.ENTITYS NAME
Mid peninsula Regional Open Space District
OR 3b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c.MAILING ADDRESS CRY STATE COUNTRY 1POSTALOODE
330 Distel Circle Las Altos CA USA 94022
4.This FINANCING STATEMENT corers the following types or items of property.
See Exhibit "A" attached hereto and incorporated herein.
5.CHECK This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7.It filed in Florida(check one)
BOX (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the Documentary Documentary stamp
d applicable] debtoes location was chanaed to this state,or in accordance with other statutm orovisions fadditional data ma s be reauiredlstamp tax Paid tax not applicable
6.REQUIRED StGNATURE(S) 8tJ This FINANCING STATEMENT is to be fled(for record)
(or recorded)in the REAL ESTATE RECORDS
See Attachment 5 hereto. Attach Addendum rda icabic
9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s)
(ADDITIONAL FEE)
(optional) 11 All Debtors Debtor 1 Debi 2
Created from:UCC Kwik Doc Inc.,P.O.Box 3205,Palm Beach,FL 33480
v (1)FILING OFFICER COPY—NATIONAL FINANCING STATEMENT(FORM UCC1)(TRANS)(REV.12/18/95)
THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT — FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant to the Uniform Commercial Code
and will remain effective,with certain exceptions,for 5 years from date of filing.
A. NAME 6 T L. OF CONTACT T FILER (optional) B. FILING OFFICE ACCT.# (optional)
Lance Anderson, 8sq.
650-463-7800
C. RETURN COPY TO: (Name and Mailing Address)
FTLance Anderson, Esq.
Miller, Starr & Regalia
545 Middlefiled Road, Ste. 200
Menlo Park, CA 94025
L
D.OPTIONAL DESIGNATION M vpkebiy:I LESSORILESSEE CONSIGNOR/CONSIGNEE NON-UCC FILING
1.DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name 1a or 1b
la.ENTITYS NAME
OR Arlie Land and Cattle Company
1 b.INDMDUAUS LAST NAME FIRST NAME MIDDLE NAME SUFFIX
1 c.MAILING ADDRESS CITY STATE COUNTRY 1POSTALCODE
1445 Gateway Boulevard Cottage Grove OR USA 97424
1 d.S.S.OR TAX I.D.# OPTIONAL tie.TYPE OF ENTITY It ENTITY'S STATE Ig.ENTITY'S ORGANIZATIONAL I.D.#,if any
ADD'NL INFO RE OR COUNTRY OF
IENTITY DEBTOR ICorporation IORGANIZATIOIN Oregon I X NONE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b
2a.ENTITYS NAME
OR 2b.INDMOUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c.MAILING ADDRESS CITY SLATE CWNTRY I POSTAL CODE
2d.S.S.OR TAX I.D.# OPTIONAL 12e.TYPE OF ENTITY 2f.ENTITY'S STATE 2g.ENTITYS ORGANIZATIONAL I.O.#,N any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR I JORGANIZATION NONE
3.SECURED PARTY S ORIGINAL S/P or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insert only one secured party rant or 3b
3a.ENMYS NAME
Mid peninsula Regional Open Space District
OR 3b.INDMDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c.MAILING ADDRESS CITY STATE COUNTRY JPOSTALcoDE
330 Distel Circle Los Altos CA USA 94022
4.This FINANCING STATEMENT covers the following types or items of properly.
See Exhibit "A" attached hereto and incorporated herein.
5.CHECK This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7.It led in Florida(check one)
BOX (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the Documentary Documentary stamp
11faPplicabI01 debtors location was changed to this state or in accordance with other sbdutDry Drovisilms radditional data ma F be mulredl
6.REQUIRED SIGNATURE(S) BU This FINANCING STATEMENT Is to be filed(for reco4
See Attachment 6 hereto. tAttach duet IN REAL ESTATE RECORDS applicable]
9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtors)
(ADDITIONAL FEE}
Afi Debtors Debtor 1 n Debtor 2
Created tram:UCC Kwlk Doe Inc.,P.O.Box 32D5,Palm Beech,FL 3UM
(2)ACKNOWLEDGMENT COPY—NATIONAL FINANCING STATEMENT(FORM UCC1)(TRANS)(REV.12/18/95)
THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT — FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant to the Uniform Commercial Code
and will remain effective,with certain exceptions,for 5 years from date of filing.
A. NAME&TgL.It OF CONTACT&T FILER (optional) FILING OFFICE ACCT.# (optional)
Lance Anderson, I!;sq.
650-463-7800
C. RETURN COPY TO: (Name and Mailing Address)
Lance Anderson, Esq.
Miller, Starr & Regalia
545 Middlefiled Road, Ste. 200
Menlo Park, CA 94025
L L
D.OPTIONAL DESIGNATION pfppkabiol:I -I LESSORILESSEE1 JCONSIGNOWCONSIGNEE I NON-UCC FILING
1.DEBTOR'S EXACT FULL LEGAL NAME-Insert only one debtor name(1 a or 1 b)
Ia.ENTITY'S NAME
Arlie Land and Cattle Company
OR
I b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
Ic.MAILING ADDRESS CITY STATE ICOUNTRY POSTAL CODE
1445 Gateway Boulevard Cottage Grove OR USA 97424
1d.S.S.OR TAX I.D.# OPTIONAL I I e.TYPE OF ENTITY 11.ENTITYS STATE I g.ENTITY'S ORGANIZATIONAL I.D.#,if any
ADCrNL INFO RE OR COUNTRY OF
I ENTITY DEBTOR IC o rporation JORGANIZATION Oregon RINONE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b)
2a.ENTITY'S NAME
OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
Y
2c.MAILING ADDRESS CITY I POSTAL CODE
2d.S.S.OR TAX I.D.# OPTIONAL 2e.TYPE OF ENTITY 2f.ENT!"I"YS STATE 2g.ENTITY'S ORGANIZATIONAL I.D.#,if any
ADD`NL INFO RE OR COUNTRY OF
I ENTITY DEBTOR I [ORGANIZATION FINONE
3.SECURED PARTYS(ORIGINAL S/P or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-irmert only one secured party name(3a or 3b)
3a.ENTITY'S NAME
Mid peninsula Regional Open Space District
OR
3b.INDPADUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c,MAILING ADDRESS CITY STATE ICOUNTRY POSTAL CODE
330 Distel Circle Los Altos CA USA 94022
4.This FINANCING STATEMENT covers the following types or items of prop .
See Exhibit "A" attached hereto and incorporated herein.
S.CHECK This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security Interest 7.9 filed in Florida(check one)
Box (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the Oocumerrtary
Documentary stamp
[a-w- Dn was changed to this state.or(b)in accordance with other statutory orowisions ladditional data me r be mairedl r] n tax not applicable
6.REQUIREDSIGNATURE(S) 8t]This FINANCING STATEMENT is to be filed[for record)
(or recorded)in the REAL ESTATE RECORDS
See Attachment 6 hereto. Attach Addendum Of applicable]
9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s)
(ADDITIONAL FEE)
I(optionso 11 All Debtors F]Debtor 1 [1 Debt.2
Created from:UCC Kwik Doc Inc.,P.O.Box 3205,Palm Beach,FL n484
(3)SEARCH REQUEST COPY —NATIONAL FINANCING STATEMENT(FORM UCCI)(TRANS)(REV.12/18/95)
THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT — FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement Is presented for filing pursuant to the Uniform Commercial Code
and will remain effective,with certain exceptions,for 3 years from date offiling.
A. NAME&Tf:L.I OF CONTACT&T FILER (optional) B. FILING OFFICE ACCT.0 (optional)
Lance anaerSon, 2sq.
-6.50-463-7800
C. RETURN COPY TO: (Name and Mailing Address)
F
Lance Anderson, Esq.
Miller, Starr & Regalia
545 Middlefiled Road, Ste. 200
Menlo Park, CA 94025
L L
D.OPTIONAL DESIGNATION pfppacabiel:[ ILESSORILESSEEJ ICONSIGNORJCONSIGNEEI_JNON-UCCFILING
1.DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(1 a or 1 b)
1 a.ENTITYS NAME
Arlie Land and Cattle Company
OR
I b.INDrVIDUAL:S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
I c-MAILING ADDRESS CITY STATE ICOUNTRY IPOSTAL CODE
1445 Gateway Boulevard Cottage Grove OR USA 97424
1d.S.S.OR TAX I.D.0 OPTIONAL 1 1 a.TYPE OF ENTITY if.ENTITY'S STATE 1g.ENTITYS ORGANIZATIONAL I.D.#jf any
ADDNL INFO RE OR COUNTRY OF
IENTRY DEBTOR jCo rporation JORGANIZATION Oregon nXNONE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b)
2a.ENTITYS NAME
OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c.MAILING ADDRESS CITY STATE 1COUNTRY POSTAL CODE
2d.S.S.OR TAX I.D.# OPTIONAL 12e.TYPE OF ENTITY .2f.ENTITYS STATE 2g.ENTTTYS ORGANIZATIONAL I.D.#,if any
ADDNL INFO RE OR COUNTRY OF
I ENTITY DEBTOR I JORGANIZATION nNONE
3.SECURED PARTYS(ORIGINAL S/P or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insect only one secured party name(3a or 3b)
3a.ENTITY'S NAME
Mid peninsula Regional Open Space District
OR
3b.INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
330 Distel Circle Los Altos CA USA 94022
4.This FINANCING STATEMENT covers the following types or items of property.
See Exhibit "A" attached hereto and incorporated herein.
5.CHECK HThis FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to period a sectaity interest 7.If Mod In Florida(check one)
Box (a)in collateral already subject to a security interest in another Jurisdiction when it was brought into this state,or when the Documentary Documentary SUM
[d applicable] d~s location was changed to this state.or IN in accordance with other statubm orovislons ladditional data me r be feauiredl n stamy tax paid n
6.REQUIRED SIGNATURE(S) BU This FINANCING STATEMENT is to be filed for
(or recorded)In the REAL ESTATE RECORDS
See Attachment 6 hereto. Attach Addendum lif applic@W1
9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtors)
(ADDITIONAL FEE)
options o n AN Debtors Debtor I I]DebWr2
Created from:UCC Kwik Doe Inc.,P.O.Box 3205,Palm Beach,FL 33480
(4)DEBTOR COPY—NATIONAL FINANCING STATEMENT(FORM UCCI)(TRANS)(REV.1211111W ft
THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT — FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant to the Uniform Commercial Code
and will remain effectiye,with certain exceptions,for 5 years from date of filing.
A. NAME 3 T L.k OF CONTACT T FILER (optional) B. FILING OFFICE ACCT.# (optional)
Lance ,, naerson, �sq.
650-463-7800
C. RETURN COPY TO: (Name and Mailing Address)
Lance Anderson, Esq.
Miller, Starr & Regalia
545 Middlefiled Road, Ste. 200
Menlo Park, CA 94025
L
D.OPTIONAL DESIGNATION or vppk bwI: LESSORILESSEE CONSIGNOR/CONSIGNEE NON-UCC FILING
1.DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name 1a or 1b
Ia.ENTITY'S NAME
Arlie Land and Cattle Company
OR 1 b.INDIVIDUAL'S LAST NAME
FIRST NAME MIDDLE NAME SUFFIX
1 c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
1445 Gateway Boulevard Cottage Grove OR USA 97424
id.S.S.OR TAX I.D.# OPTIONAL te.TYPE OF ENTITY 1f.ENTITY'S STATE 1g.ENTITY'S ORGANIZATIONAL I.D.#,if any
ADD'NL INFO RE OR COUNTRY OF
ENTTTYDEBTOR Cor oration JORGANtZATION Oregon _[}]NONE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name a or 2b
2a.ENTITY'S NAME
OR 2b.INDIVIDUAL'S LAST NAME
FIRST NAME MIDDLE NAME SUFFIX
2c.MAILING ADDRESS CITY 7150
UNTRY POSTAL GODS
2d.S.S.OR TAX I.D.# OPTIONAL 2e.TYPE OF ENTITY 2f.ENTITY'S STATE 2g.ENTITY'S ORGANIZATIONAL I.D.#,if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION
NONE
3.SECURED PARTY'S ORIGINAL S/P or ITS TOTAL ASSIGNS EXACT FULL LEGAL NAME-insert only one secured party name C3a or 3b
3a.ENTITY'S NAME
Mid eninsula Regional Open Space District
OR 3b.INDIVIDUAL'S LAST NAME
FIRST NAME MIDDLE NAME SUFFIX
3c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
330 Distel Circle Los Altos CA USA 194022
4.This FINANCING STATEMENT covers the following types or items of property
See Exhibit "A" attached hereto and incorporated herein.
5.CHECK This FINANCING STATEMENT is signed by the Secured Party Instead of the Debtor to security interest 7.K filed in Florida(check one)
BOX P a secu
A a icante (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the Documentary Documentary stamp
debtors was cha ed to this to or in a with a add'' al data ma be ui slam id tax rota licable
6.REQUIRED SIGNATURE(S) 8. This FINANCING STATEMENT is to be filed For record)
See Attachment 6 hereto. (orracorded)intheREALESTATERECORDS
Attach Addendum fif applicable]
9.Check to REQUEST SEARCH CERTIFICATES)on Debtor(s)
[ADDITIONAL FEE)
(optional) All Debtors Debtor 1 nDebtor 2
Created from:UCC Kwik Doc Inc„P.O.Box 32D5,Palm Beach,FL 33480
(5)SECURED PARTY COPY—NATIONAL FINANCING STATEMENT(FORM UCC1)(TRANS)(REV.12/18195)
General Instrons for National Financing Statemen rm UCC1) (Trans)
Please type or laser-print this form. Be sure completely legible. Read all Instructions.
Fill in form very carefully;mistakes may have important legal consequences. Follow Instructions completely. If you have questions,
consult your attorney. Filing officer cannot give legal advice.
Do not insert anything in the open space in the upper portion of this form;it is reserved for filing officer use.
When properly completed,send Filing Officer Copy,with required fee,to filing officer. If you want an acknowledgment,also send
Acknowledgment Copy,otherwise detach. If you want to make a search request,complete item 9 and send Search Request Copy,
otherwise detach. Always detach Debtor and Secured Party Copies.
If you need to use attachments,use 8-1/2 X 11 Inch sheets and put at the top of each additional sheet the name of the first Debtor,
formatted exactly as it appears in item 1 of this form;you are encouraged to use Addendum(Form UCC1 Ad).
Item Instructions
1. Debtor name: Enter only one Debtor name in item 1,an entity's name(1 a)or an individual's name(1 b). enter Debtor's exact full
legal name. Don't abbreviate.
la. Eft Debtor. "Entity"means an organization having a legal identity separate from its owner. A partnership is an entity;a sole
proprietorship is not an entity,even if it does business under a trade name. If Debtor is a partnership,enter exact full legal name of
partnership;you need not enter names of partners as additional Debtors. If Debtor is a registered entity(e.g.,corporation,limited
partnership,limited liability company),it is advisable to examine Debtor's current filed charter documents to determine correct name,
entity type,and state of organization.
1 b. Individual Debtor. "Individuar means a natural person and a sole proprietorship,whether or not operating under a trade name. Don't
use prefixes(Mr.,Mrs.,Ms.). Use suffix box only for titles of lineage(Jr.,Sr.,Ili)and not for other suffixes or titles(e.g.,M.D.).
Use married woman's personal name(Mary Smith,not Mrs.John Smith). Enter individual Debtor's family name(surname)in last
Name box,first given name in First Name box,and all additional given names in Middle Name box.
For both enifty and individual Debtors:Don't use Debtor's trade name,D/B/A,A/K/A,F/K/A,etc.in place of Debtor's legal name;you
may add such other names as additional Debtors if you wish.
1 c. An address is always required for the Debtor named in 1 a or 1 b.
Id. Debtor's social security or tax identification number is required in some states. Enter social security number of a sole proprietor,not
tax identification number of the sole proprietorship.
1 e,f,g. "Additional information re entity Debtor"is optional. It helps searchers to distinguish this Debtor from others with the same or a
similar name. Type of entity and state of organization can be determined from Debtor's current filed charter documents.
Organizational I.D.number,if any,is assigned by the agency where the charter document was filed;this is different from taxpayer
1.D.number;this should be entered preceded by the 2-character U.S.Postal identification of state of organization(e.g.,CA12345,
for a California corporation whose organizational I.D.number is 12345).
Note:If Debtor is a transmitting utility as defined in applicable Commercial Code,attach Addendum(Form UCCi Ad)and check box Ad8.
2. If an additional Debtor is included,complete item 2,determined and formatted per Instruction 1. To include further additional
Debtors,or one or more additional Secured Parties,attach either Addendum(Form UCC1 Ad)or other additional page(s),using correct
name format. Follow Instruction 1 for determining and formatting additional names.
3. Enter information,determined and formatted per Instruction 1. If there is more than one Secured Party,see Instruction 2. If there
has been a total assignment of the Secured Party's interest prior to filing this form,you may provide either assignor Secured Party s
or assignee's name and address in item 3.
4. Use item 4 to indicate the types or describe the items of collateral. If space in item 4 is insufficient,put the entire collateral
description or continuation of the collateral description on either Addendum(Form UCC1 Ad)or other attached additional page(s).
5,6.All Debtors must sign. Under certain circumstances,Secured Party may sign instead of Debtor,if applicable,check box in item 5
and provide Secured Party's signature in item 6,and under certain circumstances,in some states,you must also provide additional
data;use Addendum(Form UCC1 Ad)or attachment to provide such additional data.
7. if filing in the state of Florida you must check one of the two boxes in item 7 to comply with documentary stamp tax requirements.
8. if the collateral consists of or dudes fixtures,timber,minerals,and/or mineral-related accounts,check the box in Rem 8 and
complete the required Information on Addendum(Form UCCt Ad). If the collateral consists of or includes crops,consult applicable
law of state where this Financing Statement is to be filed and complete Ad3b,and Ado if required,on Addendum(Form UCC1 Ad)
and,if required,check box in item 8.
9. Check box 9 to request Search Certificate(s)on all or some of the Debtors named in this Financing Statement. The Certificate will
list all Financing Statements on file against the designated Debtor currently effective on the date of the Certificate,including this
Financing Statement. There is an additional fee for each Certificate. This item is optional. If you have checked box 9,file copy 3
(Search Request Copy)of this form together with copies 1 and 2. Not all states will honor a search request made via this form;
some states require a separate request form.
Instructions re Optional Items A-D
A. To assist filing officers who might wish to communicate with filer,filer may provide Information in item A. This item is optional.
B. if filer has an account with filing officer or is authorized to pay fees by means of a card(credit or debit)and wishes to use such means
of payment,check the appropriate box and enter filer's account number in item B,or,in the alternative,filer may present this
information by a cover letter.
C. Complete item C if you want acknowledgment copy returned and you have presented simultaneously a carbon or other copy of this
form for use as an acknowledgment copy.
D. If filer desires to use titles of lessee and lessor,or consignee and consignor,instead of Debtor and Secured Party,check the appropriate
box in item D. This item is optional. If this is not a UCC security interest filing(e.g.,a tax lien,judgment lien,etc.),check the
41 appropriate box in item D,complete items 1-9 as applicable and attach any other items required under other law.
Debtor: ARLIE LAN,-, AND CATTLE COMPANY, an Oregon Corporation
EXHIBIT"A"
DESCRIPTION OF REAL PROPERTY AND COLLATERAL
Exhibit "A" to Form UCC-I Financing Statement executed by ARLIE LAND
AND CATTLE COMPANY, An Oregon corporation("Debtor"), in favor of MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Section 3 of
Chapter 3 of Division 5 of the California Public Resources Code ("Secured Party").
The terms used in this Exhibit"A" shall have the same meanings given to them in
the Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement
and Fixture Filing, dated as of March_, 1999, between Debtor and Secured Party (the "Deed
of Trust").
1. REAL PROPERTY DESCRIPTION:
The real property referred to in the Deed of Trust and which forms a part
of the Collateral is described on Schedule "I" which is attached hereto and incorporated by
reference herein.
2. COLLATERAL DESCRIPTION:
The Collateral shall mean and include:
All that land located in the County of Santa Clara, State of California, more
particularly described in Schedule I attached hereto and by this reference incorporated herein
excepting and excluding all Residual Timber Rights as provided in the Deed of Trust(the
"Property");
TOGETHER WITH any and all buildings and improvements now or hereafter
erected on the Property including, without limitation fixtures, tenements, attachments,
appliances, equipment, building systems, machinery, and other articles now or hereafter attached
to said buildings and improvements (collectively,the"Improvements"), all of which shall be
deemed and construed to be a part of the Property;
TOGETHER WITH all earnings,rents, issues,profits,revenue, royalties,income,
proceeds and other benefits, including without limitation prepaid rents and security deposits
(collectively, the "Rents and Profits") derived from any lease, sublease, license, franchise or
concession or other agreement now or hereafter affecting all or any portion of the Property or
Improvements or affecting the use or occupancy thereof,
TOGETHER WITH all interests, estates or other claims, both in law and in
equity, which Debtor now has or may hereafter acquire in the Property or the Improvements,
including without limitation all right,title and interest now owned or hereafter acquired by
Debtor in and to any greater estate in the Property or the Improvements;
MPOS137425\313982.2 Upper &Mellots Property
Debtor: ARLIE LAND AND CATTLE COMPANY, an Oregon Corporation
TOGETHER WITH all easements, tenements, hereditaments, appurtenances,
rights-of-way and rights now owned or hereafter acquired by Debtor used or useful in connection
with the Property or as a means of access thereto, including, without limiting the generality of
the foregoing, all rights pursuant to any trackage agreement and all rights to the nonexclusive use
of common drive entries, all oil and gas and other hydrocarbons and all other minerals and water
and water rights and shares of stock evidencing the same;
TOGETHER WITH all leasehold estate, right, title and interest of Debtor in and
to all leases, subleases, subtenancies, licenses, franchises, occupancy agreements and other
agreements covering the Property, the Improvements or any portion thereof now or hereafter
existing or entered into, and all right, title and interest of Debtor thereunder, including, without
limitation, all cash or security deposits, prepaid or advance rentals, and deposits or payments of
similar nature;
TOGETHER WITH all right,title and interest of Debtor now owned or hereafter
acquired, in and to any land lying within the right-of-way of any street, open or proposed,
adjoining the Property, and any and all sidewalks, vaults, alleys and strips and gores of land
adjacent to or used in connection with the Property;
TOGETHER WITH all the estate, interest, right, title, other claim or demand,
both in law and in equity, including claims or demands with respect to the proceeds of insurance
in effect with respect to the Property, which Debtor now has or may hereafter acquire in the
Property or the Improvements, and any and all awards made for the taking by eminent domain,
or by any proceeding of purchase in lieu thereof, of the whole or any part of the Collateral (as
hereinafter defined), including, without limitation, any awards resulting from a change of grade
of streets and awards for severance damages.
ALL OF THE FOREGOING above, including without limitation the Land, and
whether real or personal property, is herein referred to as the "Collateral".
2 Upper &Mellots Property
MPOS137425\313982.2
Debtor: ARLIE LAND AND CATTLE COMPANY, an Oregon Corporation
SCHEDULE"I"
DESCRIPTION OF REAL PROPERTY
Schedule I to Exhibit"A" to Form UCC-I Financing Statement Agreement
executed by ARLIE LAND AND CATTLE COMPANY, an Oregon Corporation in favor of
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to
Section 3 of Chapter 3 of Division 5 of the California Public Resources Code.
Real Property Description. The real property, referred to in Exhibit"A"to this
UCC-I Financing Statement and which forms a part of the Collateral, is described as follows:
MPOS13742513139821 3 Upper &Mellots Property
Debtor: ARLIE LAND AND CATTLE COMPANY, an Oregon Corporation
ATTACHMENT 6
Attachment 6 to Form UCC-1 Financing Statement executed by ARLIE LAND
AND CATTLE COMPANY, an Oregon Corporation in favor of MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT, a Public District formed pursuant to Section 3 of Chapter 3 of
Division 5 of the California Public Resources Code.
DEBTOR: ARLIE LAND AND TITLE COMPANY, an
Oregon Corporation
By:
Its:
By:
Its:
SECURED PARTY: MIDPENINSULA REGIONAL OPEN
SPACE DI
STRICT, a Public
ubhc District formed
pursuant to Section 3 of Chapter 3 of Division
5 of the California Public Resources Code By:
By:
Its:
MPOS137425\313982.2 4 Upper &Mellots Property
EXHIBIT"D"
LEASE AND LICENSE
THIS LEASE AND LICENSE ("Lease"), dated for reference purposes as of
, 1999, is between ARLIE LAND AND CATTLE COMPANY, an Oregon
corporation, whose Internal Revenue Service identification number is 93-1057587 ("Landlord"),
and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed
pursuant to Section 3 of Chapter 3 of Division 5 of the California Public Resources Code
("District").
RECITALS:
A. Landlord is the owner of three adjacent parcels of real property located in
unincorporated Santa Clara County, California, generally known as the Upper Property,the
Mellots Property and the Lower Property and more particularly described in Exhibits"A-I
"A-2" and "A-3"respectively, each of which is attached hereto. The property described in
Exhibit"A-1" is herein referred to as the"Upper Property"; the property described in Exhibit
"A-2" is herein referred to as the"Mellots Property"and the property described in Exhibit"A-3"
is herein referred to as the "Lower Property." The Upper Property, the Mellots Property and the
Lower Property are herein collectively referred to as the"Properties." The Upper Property and
the Mellots Property exclusive of any Residual Timber Rights(as defined in the Agreement
referred to in Recital B below) are herein collectively referred to herein as the "Premises."
B. Landlord and District have entered into that certain Agreement for Option
and Purchase of Real Property dated for reference purposes as of , 1999(the
"Agreement"),pursuant to which, among other things, District has acquired options to purchase
all or a portion of the Properties, Landlord has agreed to lease the Premises to District,and
Landlord has agreed to grant District a license over a portion of the Lower Property to enable
District to patrol and maintain the Premises, all on the foregoing on the terms and conditions
contained in the Agreement.
C. As provided in the Agreement,Landlord is willing to lease the Premises to
District and to grant a license to District over a portion of the Lower Property, and District..,
desires to lease the Premises from Landlord and to obtain from Landlord a license over a portion
of the Lower Property, upon the terms and conditions set forth below.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration,the receipt and
sufficiency of which are hereby acknowledged, Landlord and District(collectively,the,"Parties')
hereby agree as follows:
MPOS\37425\3130599
1. Lease.
1.1 For and in consideration of the mutual covenants and agreements by the Parties
contained in this Lease and in the Agreement, Landlord does hereby demise and lease unto
District, and District does hereby lease from Landlord all of the Premises.
1.2 District hereby acknowledges and agrees that, as more fully provided in the
Agreement, for the purposes of this Lease (a) District has had an adequate opportunity to inspect,
evaluate, investigate and test the Premises including, without limitation, the physical, economic
and legal condition thereof; and (b) Landlord has disclaimed the making of any representations
or warranties regarding the Premises other than those expressly set forth herein or in the
Agreement. Consequently, District specifically acknowledges and agrees that District hereby
leases and accepts the Premises in their existing "AS-IS" condition; provided, however, that the
foregoing shall not relieve Landlord of any of its obligations or liabilities hereunder or under the
Agreement including,without limitation, liability for breach of Landlord's representations and
warranties hereunder or under the Agreement.
2. License. In addition to the lease of the Premises as set forth in Section 1.1 above,
Landlord also hereby grants a patrol,maintenance and emergency access license (the "License")
over and across certain trails located on the Lower Property(as such trails are more particularly
described in Exhibit"B"hereto) for vehicular and pedestrian ingress and egress for the purpose
of permitting District to access, patrol and maintain the Premises. District shall not pay any
additional consideration for such license. To the extent applicable, all of the representations,
warranties, and covenants set forth in this Lease with respect to the Premises shall apply to the
License. Such License shall be coterminous with the "Lease Term" (as hereinafter defined)and
shall automatically terminate upon the expiration or earlier termination of this Lease, unless
mutually extended by the Parties pending completion of their negotiations on the location of the
District Easement as described in the Agreement.
3. Lease Term.
3.1 Subject to Sections 3.2 and 3.3 below, District shall have and hold the Premises
for a term commencing on the Effective Date and ending on the earlier of(a) the completion of
an "Unwind Transaction"or an"Alternative Transaction"(as defined in the Agreement) in
accordance with the Agreement; (b)the conveyance of fee title to the Premises to District in
accordance with the Agreement; or(c)nine (9)years from the Effective Date (the"Lease
Term"). As used herein,the term"Effective Date"shall be the date this Lease is executed by
both Landlord and District, which date the Parties anticipate will be on or about
1999.
3.2 The Parties acknowledge their mutual intention that the Lease Term and the Lease
shall not expire prior to the expiration or earlier termination of any right or option of District to
acquire fee title to the Premises as provided in the Agreement and, if and to the extent that
District shall timely exercise any such right or option to acquire fee title to the Premises as
provided in the Agreement,the date of closing of District's acquisition of fee title to the
Premises pursuant to the Agreement.
MPOSW4251313059_9
-2-
3.3 Notwithstanding anything to the contrary set forth herein:
3.3.1 Following the date on which District exercises any right or option to
acquire fee title to the Premises as set forth in the Agreement, the Lease Term shall be extended
for so long as reasonably necessary to enable District to complete the acquisition of fee title to
the Premises;
3.3.2 The Lease Term shall be extended for(a) so long as is necessary if
Landlord is prevented for any reason(other than a valid court order) from conveying fee title to
the Premises to District as provided in the Agreement and (b) District is and remains ready,
willing and able to acquire fee title to the Premises as provided in the Agreement;
3.3.3 At District's sole option, the Lease Term shall be extended during any
period in which Landlord is in default of this Lease or of the Agreement; and
3.3.4 provided, however, that in no event shall the Lease Term be longer than
nine (9)years and eleven(11) months.
4. Rent. District promises to pay rent("Rent")to Landlord, at the address of Landlord set
forth in Section 16.5 below(or such other address as Landlord may designate to District in
writing from time to time), in an amount equal to One Hundred Dollars ($100.00)per month,
which sum shall be prorated for any partial month. Landlord and District agree that this amount
is reasonable in view of District's performance of its covenants and agreements contained herein
and in the Agreement(including, without limitation, those regarding maintenance, operation and
insurance of the Premises) and the payment and performance by District of its obligations under
the Agreement.
5. Landlord's Representations, Warranties and Covenants: Landlord covenants,represents
and warrants as follows:
5.1 Covenant of Title and Quiet Enjoyment. Landlord is well seized of and has good
title to the Premises as of the Effective Date, free and clear of all liens, encumbrances,
easements,tenancies and restrictions other than the"Upper Property Permitted Exceptions"(as
defined in the Agreement) and the "Mellots Property Permitted Exceptions"(as defined in the
Agreement). Landlord will defend the title to the Premises, and will indemnify District against
any damage and expense District may suffer by reason of any claim against title or defect 1<n the
title to the Premises. The Parties agree that under no circumstances shall District be required to
subordinate its interest in this Lease to any lien or other interest whatsoever, including but not
limited to that certain first priority Deed of Trust, Security Agreement, Fixture Filing, and
Assignment of Rents (the"Deed of Trust") securing that certain Promissory Note executed by
Landlord and payable to District in the principal sum of Ten Million Five Hundred Thousand
Dollars ($10,500,000.00) (the"Promissory Note"),as such Deed of Trust and Promissory Note
are more fully described in the Agreement.
5.2 Organization. Landlord is duly organized and validly existing under the laws of
the State of Oregon.
MPOS\39425\313059_9
-3-
0
5.3 Requisite Action. All requisite corporate action has been taken by Landlord in
connection with Landlord's execution of this Lease, and has been taken or will be taken in
connection with the agreements, instruments or other documents to be executed by Landlord
pursuant to this Lease and the consummation of the transactions contemplated hereby and
thereby.
5.4 Condition. To Landlord's knowledge, and except as may otherwise be set forth in
the documents listed in Exhibit J to the Agreement delivered to District prior to the Effective
Date (the "Delivered Documents"), there are no material defects or deficiencies in the design,
construction or installation of any improvements on or to the Premises. Landlord has not
received written notice from any insurance broker, agent or underwriter that any noninsurable
condition exists on or about the Premises, and to Landlord's knowledge, and except as may
otherwise be set forth in the Delivered Documents, the current uses and occupancies thereof
comply in all material respects with all "Applicable Laws" (as hereinafter defined) and with all
covenants, conditions and restrictions applicable to the Premises or any part thereof.
5.5 Hazardous Substances. To Landlord's knowledge, and except as may otherwise
be set forth in the Delivered Documents, (1)no Hazardous Substances are present in,on, under
or adjacent to the Premises or any part thereof except as set forth in Schedule 1 attached to the
Agreement, (2)there are no septic tanks or below ground gasoline or chemical storage tanks on
or under the Premises or any part thereof except as set forth in Schedule 1 attached to the
Agreement, and (3)there are no fixed above ground gasoline or chemical storage tanks on the
Premises except as set forth in Schedule 1 attached to the Agreement.
5.6 Litigation and Other Proceedings. There is no litigation, arbitration or other legal
or administrative suit, action, proceeding or investigation of any kind that has been served upon
Landlord or any of its officers, directors or employees, or to Landlord's knowledge that has been
threatened against Landlord or any of its officers, directors or employees, relating to the
Premises or any part thereof.
5.7 Service Agreements. To Landlord's knowledge, and except as may otherwise be
set forth in the Delivered Documents, there are no service, maintenance, or security agreements
for the Premises or any part thereof currently in effect that are not cancelable without penalty or
liability on thirty (30)days notice or less.
5.8 Eminent Domain; Zoning Change. There are no governmental actions that have
been served upon Landlord or any of its officers, directors or employees, or to Landlord's
knowledge that have been threatened, to take all or any portion of the Premises (or any interest
therein) by eminent domain. There are no governmental proceedings that have been served upon
Landlord or any of its officers, directors or employees, or to Landlord's knowledge that have
been threatened,to modify the current zoning ordinances applicable to the Premises or any part
thereof.
5.9 Employment. Except for such employees as may be hired by District in its sole
and absolute discretion, Landlord has no employees at the Premises whose employment will
become the obligation of District at any time.
MPOS\.37425\313059 9
-4-
5.10 Bankruptcy. Landlord has not made an assignment for the benefit of creditors nor
has Landlord filed or had filed against it any petition in bankruptcy.
5.11 Occupancy Rights. Other than the Upper Property Permitted Exceptions, the
Mellots Property Permitted Exceptions, and except as may otherwise be set forth in the
Delivered Documents, to Landlord's knowledge, there are not (a) any leases or licenses of the
Premises or any part thereof or(b) any other agreements providing for the use or occupancy of
the Premises or any part thereof.
5.12 Title. To Landlord's knowledge, Landlord owns fee simple title to the Premises.
Landlord has not executed any contract to sell the Premises or any part thereof or granting an
option to purchase the Premises or any part thereof or granting a right of first refusal with respect
to the Premises or any part thereof.
5.13 Uncompleted Work/Agreement. There are no outstanding contracts made and
entered into by Landlord for any improvements to the Premises or any part thereof or for other
work with respect to the Premises or any part thereof for which payment has not been fully
made.
5.14 Existing Leases. There are no existing leases for the Premises or any portion
thereof.
5.15 Documents. The Parties hereby acknowledge that Landlord has delivered to
District all of the exceptions("Exceptions") listed in those certain Preliminary Reports
("Preliminary Reports") issued by Old Republic Title Company, dated December 16, 1998 as
Order No. 474371-HJJ(Amended/5) and Order No. 481060-HJJ (Updated—A/Amended-1),
related to the Premises.
For purposes of this Article 5,Landlord's "knowledge"shall refer only to the current
actual knowledge of John Musumeci, Suzanne Arlie, Mike Lester, and Louis Acosta,or any
current officer,director, or employee of Landlord. Landlord's representations and warranties
contained in this Article 5 shall be true and correct as of the Effective Date.
6. District's Remedies. Landlord acknowledges that District is relying upon all of the above
covenants, representations and warranties in executing this Lease and that matters so represented
and warranted are material ones. Landlord accordingly agrees that if Landlord does not cure—or
diligently commence to cure a default within thirty (30) days after written notice thereof from
District, any breach of warranty or misrepresentation shall be grounds for District to bring an
action against Landlord for all damages suffered by District as a result of any such breach and/or
to allow District to cure any such breach and to deduct District's reasonable costs in connection
with such cure from any sums that may otherwise be payable from District to Landlord
including, but not limited to, any portion of any purchase price that may be payable to.Landlord
under the Agreement following District's exercise of any right or option to acquire fee title to the
Premises pursuant to the Agreement. The Parties acknowledge that District's only effective
remedy may be to cure any default of Landlord and to deduct the cost of such cure from any such
MPOS\374251313059_9
-5-
purchase price. Such remedies are in addition to all of the other remedies District may have at
law, in equity or by statute.
7. Insurance; Indemnity; Notification.
7.1 District shall maintain and keep in force a policy of general commercial liability
insurance with a carrier licensed to do business in California and reasonably acceptable to
Landlord, insuring against claims for personal injury, death or property damage occurring in, on,
or about the Premises (including, without limitation, District's use of the license) to afford
protection to the limit of not less than Two Million Dollars ($2,000,000) aggregate limit with
respect to bodily injury or death and to property damage. All such policies of insurance shall
name Landlord as an additional insured.
7.2 Subject to the terms of Section 9.6 and Article 32 hereof, Landlord and District
further agree to indemnify and save the other harmless from any liability,loss, cost,expense or
claim of any nature resulting from any damage to person or property arising out of the negligent
or intentional acts or omissions of the indemnifying party in the exercise of any of its rights or
obligations pursuant to this Lease; provided, however,that nothing herein shall be deemed to
negate, limit or otherwise modify the "Section 5.1.10 Indemnity"(as defined in the Agreement)
made by Landlord under the Agreement.
7.3 Landlord and District agree to notify each other in writing within ten(10) days
after Landlord or District, as the case may be, receives any written complaint or claim with
respect to this Lease or the Premises. The delivery of written notification shall include a copy of
all pleadings if a complaint is filed, or of all correspondence and exhibits if a claim is not filed.
8. Real Property Taxes and Assessments. Landlord hereby promises to pay, prior to
delinquency, all Impositions. For the purpose of this Lease, "Impositions"means all taxes,
assessments,rates, charges, license fees, municipal liens, levies,excises or imposts, whether
general or special, or ordinary or extraordinary, of every name,nature and kind whatsoever, if
any, lawfully imposed by any governmental authority or entity (other than District),that may be
levied, assessed, charged or imposed or may be or become a lien or charge upon the Premises or
any part thereof, or upon the Rent,or upon the income of Landlord. Impositions also include,
but are not limited to,the payment of installments on any bonds or periodic charges imposed or
required by any governmental authority or entity (other than District).
9. Use.
9.1 District agrees to use the Premises for the purpose of providing open space
preservation and to use the Premises as part of the ecological, recreational and scenic resources
of the mid-peninsula area, and for any other related legal use that is consistent with the purposes
for which District was formed. Without limiting the generality of the foregoing, District shall
specifically have the right to maintain all existing trails and improvements incidental thereto on
the Premises for any purpose consistent with the purposes set forth in Article 3 of Chapter 3 of
Division 5 of the California Public Resources Code. Notwithstanding anything herein to the
contrary, District shall not, without Landlord's prior written consent(which consent may be
MPOS\37425\313059_9
-6-
granted or withheld in Landlord's discretion), make or permit to be made any physical alterations
or changes to the Premises other than as may be reasonably necessary for the purpose of
preventing unauthorized access to the Premises or to comply with the terms of this Lease or of
the Agreement. With the prior consent of Landlord, District may create new trails on the
Premises.
9.2 During the Lease Term and subject to Section 9.6 hereof and the Parties'
respective rights and obligations under Article 32 hereof, (a) District shall comply with any and
all federal, state, and local laws, statues, codes, ordinances, regulations, rules, orders, permits,
licenses, approvals and requirements applicable to the use and occupancy of the Premises by
District and (b)District shall not commit and shall not knowingly permit others to commit waste
upon the Premises; provided, however, that nothing in this Section 9.2 shall negate or diminish
any of District's rights or remedies for Landlord's breach of any representation or warranty made
by Landlord in this Lease or in the Agreement.
9.3 Except as otherwise provided in this Lease(including,without limitation, Article
32 below) or the Agreement, and subject to acts of God, upon the expiration or earlier
termination of the Lease Term, to the maximum extent the same is reasonably within the control
of District, District shall surrender the Premises in substantially the same condition as it was in
upon the Effective Date, except for any changes to such condition made or caused to be made by
Landlord or any of Landlord's agents, lenders, contractors,engineers, consultants, employees,
subcontractors, Iicensees, invitees and representatives.
9.4 During the Lease Term, Landlord shall not use the Premises for any purpose
whatsoever except as expressly provided in this Lease or in the Agreement. District shall be
solely responsible for the cost of providing any utilities or other services necessary for District's
use and occupancy of the Premises and District shall promptly pay and/or discharge any liens
that may be recorded against the Premises or District's leasehold interest therein resulting from
any work performed or materials ordered by or on behalf of District. During the Lease Term and
subject to the Parties' rights and obligations under Article 32 below, District shall maintain and
repair the Premises in such manner as reasonably necessary to preserve its existing character and
value; provided,however,that District shall not be obligated to make any material capital
improvements to the Premises.
9.5 Except as Landlord may otherwise agree or direct in writing, in Landlord's sole
discretion, upon expiration or termination of this Lease, District shall remove from the Premises
any improvements made or installed by or on behalf of District. District further acknowledges
and agrees that this Lease shall continue in full force and effect notwithstanding any damage,
destruction or casualty to the Premises or any portion thereof, and District expressly waives any
right to terminate this Lease as a result of such damage, destruction or casualty (including,
without limitation, any rights granted under Section 1932, subdivision 2, and Section 1933 of the
California Civil Code).
9.6 Notwithstanding anything to the contrary in this Lease,during the Lease Term,
District shall not be obligated to remove, remediate or otherwise respond to (a) any Hazardous
MPOS1374251313059_9
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Substances currently or previously existing in, on or under the Premises; (b) any Hazardous
Substances that have migrated or in the future are migrating from adjacent properties on, under
or to the Premises, whether or not such adjacent properties are owned by or under the control of
Landlord; or(c) any Hazardous Substances introduced or permitted to be introduced in, on or
under the Premises by Landlord or any of its employees, agents, contractors, tenants, subtenants,
invitees or licensees (the Hazardous Substances referred to in (a)through (c) above are
collectively referred to herein as the "Non-District Hazardous Substances"). Any Hazardous
Substances placed or introduced on or under the Premises during the Lease Term by the District
or any of its employees, agents, contractors, tenants, subtenants, invitees or licensees, or by any
trespasser onto the Premises during the Lease Term , shall be referred to herein as "District
Hazardous Substances."
10. Assignment and Subletting. District may not assign or sublease this Lease to any other
party without the prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed with respect to an assignment to a party that then currently intends to acquire
all of District's rights and interests pursuant to the Agreement and expressly assumes in writing
all of District's obligations and liabilities hereunder; provided, however,that under no
circumstances will Landlord withhold its consent to an assignment to another governmental
entity or to a non-profit organization whose principal purpose is environmental conservation
and/or habitat preservation so long as such entity or organization expressly assumes in writing all
of District's obligations and liabilities hereunder and under the Agreement. In the event of an
assignment or subletting, District shall remain liable for the payment of all Rent and the
performance of all of District's obligations under this Lease, except if and to the extent such
obligations are released in writing by Landlord.
11. Mortgaging of Leasehold Estate. During the Lease Term, District may not encumber its
leasehold estate.
12. Mortgagingof f Fee. During the Lease Term, except for the Deed of Trust, Landlord may
not encumber its fee estate in the Premises.
13. Remedies Upon Default.
13.1 Landlord Remedies. For so long as any portion of the Promissory Note remains
unpaid, Landlord shall have the right to terminate this Lease only on condition that(a) District
has failed or refused to perform any of the material covenants or conditions of this Lease on
District's part to be kept and performed; (b)Landlord has provided written notice to District of
such material default, specifying in reasonable detail the alleged nature of the default and
specifically referencing each article, section and subsection of this Lease Landlord believes in
default; and (c)within thirty (30) days of its receipt of such written notice, District has failed to
commence a cure or, if said default is of such nature that the same cannot be rectified or cured
within said thirty(30) day period, and District has failed to commence the rectification or curing
thereof within said thirty (30) day period and/or District fails thereafter diligently to cause such
rectification or curing to proceed to completion. Subject to the foregoing sentence and during
such time as any portion of the Promissory Note remains unpaid, Landlord's remedies in the
MPOS\37425\3I3059 9
-8-
event of District's default, failure or refusal to perform under any of the terms or conditions of
this Lease shall be limited to bringing an action for damages against District as a result of such
breach and/or for specific performance to compel District to perform its obligations in
accordance with the terms of this Lease.
At such time as no portion of District's Promissory Note remains unpaid,
Landlord shall have the right to terminate this Lease in the event District defaults under any of
the terms or conditions of this Lease and such default remains uncured for a period of thirty (30)
days following written notice to District of the nature of such default. Notwithstanding the
foregoing, however, if the nature of such default is such that it cannot be cured within thirty (30)
days, District shall not be considered in default of this lease so long as District commences the
cure of such default within thirty (30) days and thereafter diligently attempts to complete such
cure as soon as reasonably practical.
13.2 District Remedies. If Landlord fails or refuses to perform any of the provisions,
covenants or conditions of this Lease on Landlord's part to be kept or performed, District shall
have the right to take any action permitted at law or in equity to enforce the provisions,
covenants and conditions of this Lease. However, prior to exercising such right or remedy under
this Lease that District may have against Landlord on account of any such default, District shall
provide thirty (30) days' written notice to Landlord of such default, specifying in reasonable
detail the alleged nature of the default and specifically referencing each article, section and
subsection of this Lease District believes to be in default. Notwithstanding any other provision
hereof, District agrees that if said default is of such a nature that the same cannot be rectified or
cured within said thirty (30) day period,then such default shall be deemed to be rectified or
cured if Landlord within said thirty (30) day period shall have diligently commenced the
rectification or curingthereof and shall diligently continue thereafter to cause such rectification
g Y
or curing to proceed to completion.
14. Condemnation.
14.1 If the whole or any part of the Premises is taken or condemned by any authority
(other than District) for any public use or purpose during the Lease Term or any extension
thereof, subject to District's rights as beneficiary under the Deed of Trust, any remaining
proceeds shall be paid to and retained by Landlord.
P.
14.2 Notwithstanding the foregoing and provided District's rights under the Deed*of
Trust are not diminished, District hereby reserves the right to bring any and all separate claims as
may permitted by law to compensate District for any and all claims it may have for the taking of
any of District's property in connection with such condemnation or other taking.
14.3 If less than the entire Premises shall be taken pursuant to such condemnation
action, then this Lease shall continue in effect with respect to the portion of the Premises not so
taken, except that the Rent payable shall be reduced by a fraction, the numerator of which shall
be the number of acres taken or condemned,and the denominator of which shall be the acreage
of the Premises prior to such condemnation.
MPOS\37425L313059_9
-9-
15. Recording. District and Landlord agree to execute and record a short form or
memorandum of this Lease in the form of Exhibit"C" attached hereto. Following the expiration
or earlier termination of this Lease without District's acquisition of title to the Premises, within
ten (10) days of demand therefor by Landlord, District shall execute and deliver to Landlord a
quitclaim deed and such other documents reasonably required by a title company, all in
recordable form, as are sufficient to fully and finally terminate all of District's right, title and
interest in the Premises created by this Lease.
16. Miscellaneous Provisions.
16.1 Invalidity. If any term or provision of this Lease or the application to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or
the application of such term or provision to persons whose circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected.
16.2 Successors and Assigns. Subject to the limitations set forth above,the terms,
conditions and covenants of this Lease shall be binding upon and shall inure to the benefit of
each of the Parties, their heirs,personal representatives, successors or assigns, and shall run with
the land; and where more than one party shall be lessors or lessees under this Lease, the words
"Landlord" and "District" whenever used in this Lease shall be deemed to include all lessors or
all lessees, as the case may be,jointly and severally.
16.3 Writing. No waivers, alterations or modifications of this Lease or any agreements
in connection with this Lease shall be valid unless in writing duly executed by both Landlord and
District.
16.4 Construction. The captions appearing in this Lease are inserted only as a matter
of convenience and in no way define, limit, construe or describe the scope or intent of such
paragraphs of this Lease or in any way affect this Lease. Any gender used shall be deemed to
refer to any other gender more grammatically applicable to the party to whom such use of gender
relates. The use of singular shall be deemed to include the plural and, conversely, the plural shall
be deemed to include the singular.
16.5 Notices. Any notice, demand or request required hereunder shall be given in
writing at the addresses set forth below by any of the following means: (a)personal service;
(b)telephonic facsimile transmission; (c)nationally recognized overnight commercial mail
service; or(d) registered or certified, first class U.S. mail,return receipt requested.
If intended for District, shall be addressed as follows:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, California 94022
Attn: L. C. Britton
Fax: (650) 691-0485
MPOSW425\313059_9
-10-
with a copy to:
Miller, Starr& Regalia
545 Middlefield Road, Suite 200
Menlo Park, California 94025
Attn: Robin Kennedy or Lance Anderson
Fax: (650) 462-10 10
If intended for Landlord, shall be addressed to:
Arlie Land and Cattle Company
722 Country Club Road
Eugene, OR 97401
Attn: John Musumeci
Fax: (541)485-2550
with copies to:
Landels, Ripley & Diamond LLP
350 The Embarcadero, 6th Floor
San Francisco, California 94105
Attn: Scott Rogers
Fax: (415) 512-8750
Acosta Commercial Real Estate Services
450 East Strawberry Drive, Suite 35
Mill Valley, California 94921
Attn: Louis Acosta
Fax: (415) 383-5292
Such addresses may be changed by notice to the other Party given in the same
manner as above provided. Any notice, demand or request sent pursuant to either clause(a)or
(b), above, shall be deemed received upon such personal service or upon dispatch by electronic
means(provided,however, that a dispatch by facsimile transmission that occurs on any day other
than a business day or after 5:00 p.m. Pacific time shall not be deemed received until 9:00 a.m.
Pacific time on the next business day). Any notice, demand, or request sent"Outsuant to clause
(c), above, shall be deemed received on the business day immediately following deposit with the
commercial mail service and, if sent pursuant to clause(d), above, shall be deemed received
forty-eight(48)hours following deposit in the U.S. mail.
IT Authority to Sign. The parties executing this Lease on behalf of Landlord and District
represent that they have authority and power to sign this Lease on behalf of Landlord and
District, respectively.
18. Indemnification. District and Landlord each agree to indemnify and hold harmless the
other against and from any and all causes, claims, actions or proceedings arising from any breach
MPOS13742513130599
or default in the performance of any obligation on the other's part to be performed pursuant to
the terms of this Lease, including but not limited to the exercise by Landlord of its right of entry
as provided in Article 20 below, and from and against all costs, attorneys' fees, expenses and
liabilities incurred in or about such claim or any action or proceeding brought thereon. If any
action or proceeding is brought against Landlord or District by reason of any such claim, District
or Landlord, upon notice to the other, shall defend the same at their expense by counsel
reasonably satisfactory to the defended entity.
19. Broker. Except for Louis Acosta of Acosta Commercial Real Estate Services (whose
compensation, if any, shall be solely the responsibility of Landlord) Landlord and District
represent to each other that it has had no dealings with any real estate broker or agent or finder in
connection with this Lease and each shall indemnify and defend the other from and against any
and all claims for commissions or finder's fees that may be claimed as a result of the action of
either party.
20. Entry by Landlord. In addition to any other rights explicitly granted or reserved to
Landlord pursuant to the Agreement, Landlord reserves and shall at any and all times have the
right to enter the Premises at reasonable business times upon giving at least forty-eight(48)
hours' prior written or oral notice to District, to inspect the same for compliance with this Lease
or to post notices of nonresponsibility, except in the event of an emergency for which notice will
not be required, all without being deemed guilty of an eviction of District and without abatement
of Rent, provided that the use of the Premises by District and its employees, licensees and
invitees shall be interfered with as little as is reasonably practicable.
21. Quiet Enjoyment. So long as District shall perform the terms to be performed by District
hereunder, District shall have the absolute peaceful, quiet use and possession of the Premises
without interference or hindrance on the part of Landlord until the termination of this Lease and
the end of the Lease Term, and Landlord shall warranty and defend District in such peaceful and
quiet use and possession under Landlord.
22. Estoppel Certificate. Landlord and District shall, at any time and from time to time upon
not less than twenty (20)days' prior written notice from the other, execute, acknowledge and
deliver to the other a statement in writing (a)certifying that this Lease is unmodified and in full
force and effect(or, if modified, stating the nature of such modification and certifying that this
Lease as so modified, is in full force and effect)and the dates to which the Rent and other
charges are paid in advance, if any, and(b) acknowledge that there is not,to such parry's
knowledge, any uncured defaults on the part of the other party, or specifying such defaults, if
any,that are claimed, and (c)certifying such other items as any party may reasonably request.
The failure of either party to deliver such statement within such time shall be conclusive upon
the other party(a)that this Lease is in full force and effect, without modification except as may
be represented by Landlord, (b)that there are no uncured defaults in the other party's
performance, and(c)that not more than one month's Rent has been paid in advance.
23. Conflict of Laws. This Lease shall be governed by and construed pursuant to the laws of
the State of California.
MPOS\37425\313059_9
-12-
24. Attorneys' Fees. If either party should bring suit under this Lease, or because of the
breach of any provision of this Lease, then all costs and expenses, including reasonable
attorneys' fees, incurred by the prevailing party therein shall be paid by the other party, which
obligation on the part of the other parry shall be deemed to have accrued on the date of the
commencement of such action and shall be enforceable whether or not the action is prosecuted to
judgment.
25. Waiver. The waiver by either party of any breach of any term, covenant, or condition
herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition herein contained nor shall any custom or practice that may
arise between the Parties in the administration of the terms hereof be deemed a waiver of, or in
any way affect,the right of Landlord or District to insist upon the performance by District or
Landlord in accordance with said terms.
26. Time. Time is of the essence with respect to the performance of every provision of this
Lease in which time or performance is a factor.
27. Prior Agreements. This Lease, together with the Agreement and any exhibits thereto,the
Promissory Note and the Deed of Trust, contains all of the agreements of the Parties with respect
to any matter covered or mentioned in this Lease, and no prior agreement or understanding
pertaining to any such matter shall be effective for any purpose.
28. Conflicts Among Documents. If and to the extent a conflict exists between the terms and
conditions of this Lease, the Promissory Note and/or the Deed of Trust, the provisions of the
Deed of Trust shall prevail.
29. Amendments. No provision of this Lease may be amended or added to except by an
agreement in writing signed by the Parties or their respective successors-in-interest.
30. Applicable Law; Severability. As used herein the term"all Applicable Laws"shall mean
and refer to all state, federal and local ordinances, statutes and laws including but not limited to
all such statutes, laws and ordinances referred to in Section 32.2 below. Any provision of this
Lease that shall prove to be invalid,void or illegal in no way affects, impairs or invalidates any
other provisions hereof, and such other provisions shall remain in full force and effect.
31. Si ns. With Landlord's prior consent(which consent shall not be unreasonably withheld
or delayed), District shall have the right to place signs on or about the Premises so long as such
signs comply with all Applicable Laws, including applicable zoning laws.
32. Hazardous Substances.
32.1 Use. District shall not store, use, generate,transport, introduce,or dispose of any
District Hazardous Substances in or on the Premises,or knowingly allow or permit any other
person or entity to do so in compliance with all Applicable Laws,including any obligation to
notify Landlord of same, except that District may store,use, generate,transport, introduce, or
dispose of such quantities of Hazardous Substances normally used for the purpose of District's
MPOS\37425\3I3059_9
-13-
routine and customary janitorial, pest control, and appropriate management and control of
vegetation. District shall submit to Landlord copies of all permits, reports, or other
documentation pertaining to Hazardous Substances, if any, submitted by District to any
governmental agency at the same time such documents are submitted to the governmental
agency.
32.2 Definition.
32.2.1 "Hazardous Substances" means any hazardous substance, pollutant, or
contaminant as defined by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended and reauthorized, hydrocarbon and petroleum products and
byproducts; pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act,
as amended; asbestos,polychlorinated biphenyl and other substances regulated under the Toxic
Substances Control Act, as amended; chemicals and compounds subject to the Occupational
Safety and Health Standards, Hazard Communication,as amended;radioactive materials or
radioactive wastes; toxic wastes under the Resource Conservation and Recovery Act, as
amended; hazardous substances as defined in Chapter 6.5, Division 20 of the California Health&
Safety Code, and any other hazardous substance,pollutant or contaminant defined in regulations
promulgated pursuant to statutes described above. Hazardous Substances shall not include any
substance that occurs naturally in the soil or the Premises or in the groundwater thereunder.
32.2.2 "District Hazardous Substances"and "Non-District Hazardous
Substances"shall be as defined in Section 9.6 above.
32.3 District's Obligations. District shall be responsible for all investigation,
remediation and monitoring for any District Hazardous Substances to the extent required by all
Applicable Laws with respect to Hazardous Substances.
32.4 District's Indemnity. District shall indemnify, defend, and hold Landlord
harmless from any expenses, fees, claims, liabilities or costs arising from, and shall perform (or
cause others to perform), all investigation,remediation and monitoring required by any
Applicable Laws with respect to any District Hazardous Substances,to the extent required by
any Applicable Laws with respect to Hazardous Substances.
32.5 Landlord's Obligations. Landlord shall be responsible for all investigation,
remediation and monitoring for any Non-District Hazardous Substances,to the extent required
by any Applicable Laws with respect to Hazardous Substances.
32.6 Landlord's Indemnity. Landlord shall indemnify, defend, and hold District
harmless from any expenses, fees, claims, liabilities or costs, and shall perform (or cause others
to perform), all investigation, remediation and monitoring required by any Applicable Laws with
respect to Hazardous Substances arising from either or both of the following: (i) any Hazardous
Substances present on or under the Premises on or before the Effective Date of this Lease; and
(ii) any other Non-District Hazardous Substances.
MPOS\37425\313059_9
-14-
32.7 Survival. Landlord's and District's obligations under this Article 32 shall survive
the expiration or earlier termination of this Lease, including, without limitation, any termination
resulting from any default by Landlord or District under the Lease except that, following
District's acquisition of fee title to the.Premises as provided in the Agreement, Landlord's
obligations under this Article 32 shall specifically exclude any matters arising out of or relating
to Hazardous Substances other than such Hazardous Substances as were stored, introduced,
discharged, generated, transported or used by Landlord or its employees, agents, contractors,
tenants (other than District), subtenants, invitees or licensees prior to or during the Lease Term.
33. Waiver of Right to Trial by Jurv. Each party to this Lease hereby expressly waives any
right to trial by jury of any claim, demand, action or cause of action either arising under this
Lease or in any other instrument, document or agreement executed or delivered in connection
therewith or in any way connected with or related or incidental to the dealings of the Parties or
any of them with respect to this Lease or any other instrument, document or agreement executed
or delivered in connection herewith,or the transactions related hereto or thereto, in each case
whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise;
and each party hereby agrees and consents that any such claim, demand, action or cause of action
shall be decided by court trial without a jury.
34. Mellots Property. Upon the payment by Landlord to District of the "Mellots Purchase
Price" (as defined in the Agreement) and the release of the Mellots Property from the lien of the
Deed of Trust as provided in the Agreement,the Note and/or the Deed of Trust,the Mellots
Property shall cease to be part of the Premises pursuant to this Lease. Within ten(10) days of
demand therefor by Landlord, District shall execute and deliver to Landlord a quitclaim deed and
such other documents reasonably required by the title company, all in recordable form, as are
sufficient to fully and finally terminate all right, title and interest, if any, of District in and to the
Mellots Property created by this Lease.
35. No Diminution. Nothing contained in this Lease shall diminish or be deemed to diminish
the respective rights and remedies of District or Landlord pursuant to the Agreement.
Mi OS\.37425L313059_9
-15-
LANDLORD AND DISTRICT, by their execution below, indicate their consent
to the terms of this Lease.
DISTRICT: MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT, a Public District formed
pursuant to Section 3 of Chapter 3 of Division
5 of the California Public Resources Code
By:
Jed Cyr
Its: President, Board of Directors
Date:
LANDLORD: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Suzanne Arlie
Its: President
By:
John Musumeci
Its: Vice-President
Date:
ATTEST:
By:
Deirdre Dolan, District Clerk
Date:
MPOS13742513130599
-16-
LEASE EXHIBIT D
EXHIBIT A-1
DESCRIPTION OF UPPER PROPERTY
OLD REPUBLIC TITLE COMPANY
ORDER NO- 474371-Hij
AMENDED/5
The land referred to in this Report is situated in the County of Santa Clara , in the unincOrDOrated area
State of California,and is described as follows:
PARCEL ONE:
ALL OF LOTS 1, 2, 3, 4, 5, 6, 7, 8 AND 9 AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "MAP OF THE SUBDIVISION OF THE RENOWDEN TRACT", WHICH MAP WAS FILED
FOR RECORD ON JANUARY 20, 1888 IN BOOK C OF MAPS, AT PAGE 51, SAN*fA CLARA COUNTY
RECORDS.
ASSESSOR'S PARCEL No. 544-30-003 (PORTION) AND 544-30-002 (PORTION)
PARCEL TWO:
BEING ALL OF THE PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MAY 7,
1985 IN BOOK J339 PAGE 607 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
ALL OF LOT 10 OF THE RENOWDEN TRACT, AS LAID DOWN AND DELINEATED UPON A MAP
ENTITLED, "MAP OF THE SUBDIVISION OF THE RENOWDEN TRACT" WHICH MAP WAS FILED FOR
RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, ON JANUARY 20, 1888 AND RECORDED IN VOLUME "C" OF MAPS, AT PAGE 51.
EXCEPTING THEREFROM THAT PARCEL OF LAND CERTIFIED IN CERTIFICATE OF COMPLIANCE
NO. 2325-24-46-84CC, ISSUED BY THE SANTA CLARA COUNTY LAND DEVELOPMENT
COORDINATOR AND RECORDED WITH No. 8396378 IN SANTA CLARA COUNTY OFFICIAL RECORDS
ON MARCH 5, 1985.
ALSO EXCEPTING THEREFROM SO MUCH OF SAID LOT NO. 10 THAT LIES WITHIN THE PARCEL
OF LAND AS CERTIFIED IN CERTIFICATE OF COMPLIANCE NO. 2324-25-46-84CC, ISSUED BY
THE SANTA CLARA COUNTY LAND DEVELOPMENT COORDINATOR AND RECORDED WITH NO 8373075
IN SANTA CLARA COUNTY OFFICIAL RECORDS ON MARCH s, 1985.
ALSO EXCEPTING THEREFROM ALL OF LOT 10 THAT LIES WITHIN THE PARCEL 'OF LAND
CONVEYED BY CHAS. MCKIERMAN, ET AL, TO HERMAN PETERSON, BY DEED RECORDED IN
VOLUME 95 AT PAGE 236, SANTA CLARA COUNTY OFFICIAL RECORDS, ON AUGUST 27, 1887.
ASSESSOR'S PARCEL No. 544-30-002 (PORTION)
PARCEL THREE:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 26, 1985
IN BOOK J302 PAGE 1164 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
COMMENCING AT A STAKE STANDING IN THE SOUTH LINE OF THE NORTHEAST QUARTER OF
SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, SAID STAKE BEING 200 FEET EAST FROM
THE SOUTHWEST CORNER OF SAID QUARTER SECTION; AND RUNNING THENCE WEST AL014G SAID
SOUTH LINE OF SAID QUARTER SECTION 200 FEET TO THE SAID SOUTHWEST CORNER OF SAID
QUARTER SECTION; THENCE NORTH AND ALONG THE WEST LINE OF SAID NORTHEAST 1/4
SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, 210 FEET TO A STAKE; THENCE 'IN A
STRAIGHT LINE SOUTHEAST TO THE PLACE OF BEGINNING.
Page— 3 of_g_O_Pages
ORT 3157-C low
1
t
s
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-HJJ
AMENDED/5
ASSESSOR'S PARCEL NO. 544-30-003 (PORTION)
PARCEL FOUR:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 26, 1985
IN BOOK J302 PAGE 1160 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
THE EAST 1/2 OF THE NORTHEAST 1/4 AND THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF
SECTION 7, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT DIABLO BASE AND MERIDIAN.
ASSESSOR'S PARCEL NO. 544-50-001
PARCEL FOUR A:
A RIGHT OF WAY APPURTENANT TO PARCEL NO. FOUR ABOVE DESCRIBED, FOR THE PURPOSES
OF ORDINARY TRAVEL, AS GRANTED BY STANDARD OIL COMPANY, A CORPORATION TO EDWARD
W. GORDON, BY INSTRUMENT DATED JUNE 9, 1909 AND RECORDED JUNE 16, 1909 IN BOOK
345 OF DEEDS, AT PAGE 205, WHICH RIGHT OF WAY IS 15 FEET WIDE, THE CENTERLINE OF
WHEREOF IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT WHICH IS EIGHT AND SIXTY-TWO HUNDREDTHS (8.62) CHAINS NORTH
OF THE CENTER OF SAID SOUTHEAST QUARTER (S.E. 1/4) ; RUNNING THENCE SOUTH 660
WEST ONE AND FORTY-FIVE HUNDREDTHS (1.45) CHAINS; THENCE SOUTH 74° WEST ONE AND
EIGHTY-FIVE HUNDREDTHS (1.85) CHAINS; THENCE SOUTH 680 15' WEST TWO AND FIVE
HUNDREDTHS (2.05) CHAINS; THENCE SOUTH 860 15' WEST ONE AND SIXTY HUNDREDTHS
x (1.60) CHAINS SOUTH 68° 30' WEST TWO AND EIGHT HUNDREDTHS (2.08) CHAINS; THENCE
TWO AND SEVENTY-FOUR HUNDREDTHS (2,74) CHAINS; THENCE NORTH 59° WEST ONE AND
SIXTY HUNDREDTHS (1.60) CHAINS; THENCE NORTH 31° 50' WEST FOUR AND THIRTY-SEVEN
HUNDREDTHS (4.37) CHAINS; THENCE NORTH 5° WEST ONE AND FIFTEEN HUNDREDTHS (1.15)
CHAINS.
i
g PARCEL FIVE:
d BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 26, 1985
IN BOOK J302, PAGE 1166 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
BEGINNING AT A 3" X 4" POST AND IRON PIPE STANDING AT THE COMMON CORNER OF
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT DIABLO BASE AND
MERIDIAN, AT THE NORTHWESTERLY CORNER OF THAT CERTAIN 80 ACRE TRACT IN SAID
SECTION 8 CONVEYED BY D.E. WISEMAN, ET UX, TO JESSIE ROBERTSON BY DEED DATED
SEPTEMBER 13, 1913 AND RECORDED IN VOLUME 408 OF DEEDS, AT PAGE 104, ET SEQ. IN
THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SANTA CLARA AND RUNNING
THENCE SOUTHERLY AND ALONG THE LINE BETWEEN SECTIONS 7 AND 8 WHICH HERE FORMS
THE WESTERLY LINE OF SAID 80 ACRE TRACT, SOUTH 00 11' EAST 18.90 CHAINS, TO'A 6"
X 6" POST AND IRON PIPE STANDING AT THE SOUTHWESTERLY CORNER OF SAID 80 -ACRE, ,
TRACT, AND FORM WHICH A REDWOOD 20" IN DIAMETER BEARS SOUTH 38-3/40 WEST 0.55
' CHAINS, AND A REDWOOD 12" IN DIAMETER BEARS NORTH 57-3/40 WEST, 0.55 CHAIIiS,
BOTH TREES MARKED "B.T. .1/8S"; THENCE EASTERLY AND ALONG THE SOUTHERLY LINE OF �
SAID 80 ACRE TRACT, SOUTH 890 56' EAST 15.18 CHAINS TO. A 2" X 3" STAKE MARKED
"T.R.2" FROM WHICH A FORKED MADRONE 14" IN DIAMETER BEARS SOUTH 82-1/20 EAST, "
Page 4 of 2 0 Pages
ORT 3157-E
OLD REPUBLIC TITLE CoMpANy
ORDER NO. 474371-HJJ
AMENDED/5
0.027 CHAINS AND A REDWOOD 22" IN DIAMETER BEARS NORTH 44* WEST 1.273 CHAINS,
BOTH TREES MARKED "B.T.T.R.2"; THENCE NORTHERLY AND ALONG THE LINE PARALLEL TO
SAID LINE BETWEEN SAID SECTIONS 7 AND 8, NORTH 0- 11' WEST 19-15 CHAINS TO A 21,
X 3" STAKE MARKED T.R. 1 STANDING IN THE LINE BETWEEN SAID SECTIONS 5 AND 8, AND
FROM WHICH A MADRONE 1011 IN DIAMETER BEARS NORTH 56 3/40 WEST 0.087 CHAINS, AND
A FORKED TAN OAK 161, IN DIAMETER BEARS NORTH 64-3/40 EAST 0.39 CHAINS, BOTH
TREES BEING MARKED "B.T.T.R.1"; AND THENCE WESTERLY AND ALONG SAID LINE BETWEEN
SAID SECTIONS 5 AND 8, WHICH HERE FORMS THE NORTHERLY BOUNDARY OF SAID 80 ACRE
TRACT, SOUTH 890 08' WEST 15.18 CHAINS TO THE POINT OF BEGINNING; BEING A PART
OF THE ABOVE MENTIONED 80 ACRE TRACT IN SECTION 8, TOWNSHIP 9 SOUTH, RANGE I
WEST, MOUNT DIABLO BASE AND MERIDIAN.
ASSESSOR'S PARCEL NO. 544-33-014
PARCEL SIX:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 27, 1985
IN BOOK J303 PAGE 921 OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
BEGINNING AT THE OFFICIAL QUARTER SECTION CORNER IN THE LINE DIVIDING SECTIONS 7
AND 8, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT DIABLO BASE AND MERIDIAN; AND
RUNNING THENCE ALONG THE SECTION LINE BETWEEN SAID SECTIONS 7 AND 8, NORTH 00
11' WEST 18.90 CHAINS TO A 6" X 6#t POST MARKED 1/8 S. AND 2" PIPE STANDING AT
THE SOUTHWEST CORNER OF THE TRACT OF LAND CONVEYED BY JESSIE ROBERTSON AND W.J.
ROBERTSON TO HARRY L. TEVIS, BY DEED DATED JANUARY 15, 1916 AND RECORDED IN THE
OFFICE OF THE COUNTY RECORDER OF SANTA CLARA COUNTY IN VOLUME 438 OF DEEDS, AT
PAGE 332; RUNNING THENCE ALONG THE SOUTH LINE OF SAID 28.88 ACRE TRACT AND THE
PROLONGATION THEREOF, EASTERLY SOUTH 890 56' EAST, 15.765 CHAINS TO A POINT FROM
WHICH THE SOUTHEAST CORNER OF THE ABOVE MENTIONED 28.88 ACRE TRACT BEARS NORTH
890 56' WEST 0.585 CHAINS; RUNNING THENCE PARALLEL TO THE SOUTHERLY PROLONGATION
OF THE EASTERLY LINE OF SAID 28.88 ACRE TRACT, SOUTH 00 Ill EAST 19.15 CHAINS TO
A POINT IN THE SOUTHERLY BOUNDARY LINE OF THE LAND OF E.W. BIDDLE AND IN THE
QUARTER SECTION LINE RUNNING EAST AND WEST THROUGH THE CENTER OF SAID SECTION 8;
RUNNING THENCE ALONG THE SOUTHERLY BOUNDARY LINE OF SAID LAND OF BIDDLE AND
ALONG SAID QUARTER SECTION LINE NORTH 890 5' WEST, 15.765 CHAINS TO THE PLACE OF
BEGINNING; AND BEING A PORTION OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF SAID
SECTION 8, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT DIABLO BASE AND MERIDIAN.
ASSESSOR'S PARCEL NO. 544-56-004
PARCEL SEVEN:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED AUGUST 6, 1985
IN BOOK J420 PAGE 731 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST,
M.D.B. & M. ; THENCE WESTERLY ALONG THE NORTH LINE OF SECTION 6, SAID TOWNSHIP
AND RANGE TO THE POINT OF INTERSECTION OF SAID NORTH LINE OF SAID SECTION 6 WITH
THE CENTER LINE OF CHASE ROAD; THENCE WESTERLY ALONG THE CENTER LINE OF SAID
CHASE ROAD TO THE LANDS OF THE PRESIDENT AND BOARD OF TRUSTEES OF SANTA CLARA
Page 5 of 2 0 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-Hii
AMENDED/5
COLLEGE; THENCE SOUTH TO THE NORTH LINE OF SAID SECTION 6; THENCE WEST 15.S0
CHAINS, MORE OR LESS, TO THE NORTHEAST CORNER OF THE LOT DEEDED BY DORA KOPPITZ
AND J. KOPPITZ TO W.C. MAHONEY BY DEED OF MAY 6, 1890; THENCE ALONG THE EASTERLY
AND SOUTHERLY LINE OF SAID MAHONEY LOT, SOUTH 14-1/20 EAST 7.39 CHAINS TO A
STAKE MARKED M.C.K. , SOUTH 58-1/2- WEST 5.92 CHAINS, SOUTH 8* 30' EAST 0.61
CHAINS, SOUTH 1* WEST 0.83 CHAINS, SOUTH 18* 40' WEST 1.08 CHAINS, SOUTH 4* 45'
WEST 1.06 CHAINS, SOUTH 350 30' WEST 1.65 CHAINS, SOUTH 720 30' WEST 1.55
CHAINS, SOUTH 890 301 WEST 1.15 CHAINS, SOUTH 700 15' WEST 1.48 CHAINS, SOUTH
81* 20 ' WEST 1.03 CHAINS, NORTH 890 52' WEST 7.35 CHAINS TO STAKE K4M4 IN THE
EASTERLY LINE OF THE RENOWDEN TRACT, BEING ALSO THE 1/4 SECTION LINE RUNNING
NORTH AND SOUTH THROUGH THE CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST;
THENCE SOUTH 00 121 WEST 20.45 CHAINS TO STAKE MARKED RK2 FROM WHICH THE ABOVE
MENTIONED 1/4 SECTION CORNER IN CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1
WEST, AS SET IN THE SUBDIVISION OF THE RENOWDEN TRACT BEARS SOUTH, 00 121 WEST-
3.18 CHAINS; THENCE SOUTH 430 40, EAST, 4.39 CHAINS TO POINT IN 1/4 SECTION Lim
RUNNING EAST AND WEST THROUGH THE CENTER OF SAID SECTION 6; THENCE EAST ALONG-
SAID 1/4 SECTION LINE TO THE CENTER OF WEBB CREEK; THENCE UP THE CENTER OF WEBB
CREEK, BEING ALSO THE EASTERLY LINE OF LOT 3 OF THE RENOWDEN TRACT TO THE
INTERSECTION OF SAID CENTER LINE OF SAID WEBB CREEK WITH THE 1/4 SECTION LINE
RUNNING NORTH AND SOUTH THROUGH THE CENTER OF SAID SECTION 6; THENCE SOUTHERLY
ALONG SAID 1/4 SECTION LINE TO THE CENTER OF THE DOUGHERTY ROAD; THENCE IN A
GENERALLY NORTHERLY DIRECTION ALONG THE CENTER OF DOUGHERTY ROAD To THE THIRD
POINT OF INTERSECTION OF THE SECTION LINE BETWEEN SECTIONS 5 AND 6, TOWNSHIP 9 '
SOUTH, RANGE 1 WEST, SAID POINT BEING APPROXIMATELY 220 FEET SOUTH OF THE
NORTHEAST CORNER OF SECTION 6; THENCE NORTH ALONG SAID SECTION LINE TO THE POINT
OF BEGINNING.
ASSESSOR'S PARCEL NO. 544-31-003
PARCEL EIGHT:
BEING THAT PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED APRIL 1, 1985 ,
IN BOOK J310, PAGE 662 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
THAT PORTION OF THE TRACT OF LAND FORMERLY BELONGING TO GEO. H. BASSETT AND
WIFE, LOCATED IN SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.M., ACQUIRED BY
DEED DATED JUNE 18, 1902, MADE BY WM. B. RANKIN, ET AL TO GEO H. BASSETT,
zi JvLl
WHICH DEED IS RECORDED'IN VOL. 252 OF DEEDS, PAGE 490, RECORDS OF SANTA CLARA''
COUNTY, CALIFORNIA WHICH PORTION OF SAID LANDS WHEREIN CONVEYED IS MORE
PARTICULARLY DESCRIBED AS FOLLOWS: TO WIT:
BEGINNING AT A POINT IN THE CENTER LINE OF DOUGHERTY ROAD WHERE THE SAME IS
INTERSECTED BY THE PROLONGATION EASTERLY OF THE SOUTHERLY LINE OF LOT 6, AS THE
SAME IS DESIGNATED AND DELINEATED ON THE MAP OF THE SUBDIVISION OF THE RENOWDEN
TRACT, WHICH MAP IS RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY
OF SANTA CI-ARA, STATE OF CALIFORNIA IN BOOK -C" OF MAPS, PAGE 51, SAID PORTION
OF COMMENCEMENT BEING DESIGNATED AS ENGINEER'S STATION K.R.3 AS SET BY A.T.
HERRMANN OF HERRMANN BROS. , SURVEYORS AND C.E. 'S, SAN JOSE, CALIFORNIA AND SHOWN
ON A MAP OF SURVEY OF THE PROPERTY OF SAID DR. GEO H. BASSETT ANU WIFE, IN
SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 -WEST, M.D.M. , SURVEYED BY SAID A.T.
Page 6 of 20 Pages
ORT 31 57-E
it
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-Hij
AMENDED/5
HERRMANN ON AUGUST 4, 5 AND 6, 1903, FROM WHICH STATION K.R.3. A MADRONE TREE
10" IN DIAMETER BEARS S. 870 30' W. 47 LINKS AND A TAN OAK TREE 8" IN DIAMETER
BEARS N. 530 351 W. 0.667 CHAINS; THENCE ALONG THE SAID DOUGHERTY ROAD FROM
STATION K.R.3. THE FOLLOWING COURSES AND DISTANCES, AS SO SURVEYED BY SAID A.T.
HERRMANN AND DESCRIBED ON SAID MAP OF SUCH SURVEY, NAMELY: DOUGHERTY ROAD FROM
K.R.3 NORTHWARD.
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 30-1/20 W. 1.00 1
N. 90 W. 1.50 2
N. 16-1/20 E. 1.00 3
N. 44-1/20 E. 0.75 4
N. 860 451 E. 1.30 5
N. 390 E.
2.36 6
N. 400 W. 2.50 7
N. Oc 45' W. 1.50 8
N. 140 15' E. 3.25 9
N. 660 15' E. 1.50 10
N. 880 451 E. 2.22 11
N. 790 45' E. 2.17 12
S. 610 ol E. 2.45 13
S. 75-1/40 E. 0.62 14-
N. 420 151 E. 5.90 15
N. 580 45' E. 1.30 16
S. 890 16, E. 1.70 17
N. 37* 30' E. 2.40 18
N. 560 E. 2.68 19
N. 760 301 E. 1.75 20'
S. 720 151 E. 1.25 21
S. 45* 451 E. 2.20 22
S. 320 301 E. 2.80 23
S. 410 451 E. 1.45 24
S. 630 15' E. 1.65 25
N. 650 451 E. 0.355 26
WHERE A .1-1/4" IRON PIPE IS SET, FROM WHICH PIPE A VAL. OAK TREE 25". IN DIAMETER
MARKED B, BEARS S. 70-3/40 E. 1.12 CHS. AND A LIVE OAK TREE 60 IN DIAMETER BEARS
N. 83-1/40 W. 0.45 CHS; THENCE SOUTH 0* 23' E. 14-13 CHS. TO A STATION NUMBER
1/4S WHERE A 4" X 4" STAKE AND IRON PIPE IS SET, AND FORM WHICH A BLACK OAK 24
INCHES IN DIAMETER BEARS S. 120 E. 0.54 CHS. AND A MADRONE TREE 1011 IN DIAMETER
BEARS S. 67-1/20 E. 0.29 CHS.; THENCE SOUTH 00 06' E. 14.64 CHS. TO A POINT IN
THE CENTER LINE OF COLLINS CREEK DESIGNATED ENGINEER'S STATION F.R.; FROM WHICH
POINT A REDWOOD TREE 5" IN DIAMETER BEARS S. 13* 40" E. 0.25 CHS. AND''A MAPLE-.' -
TREE 9" IN DIAMETER IN A BUNCH OF 6 LARGE AND 12 SMALL MAPLE -TREES BEARS N. "IS*
05' E. 0.79 CHS. AND A FALLS IN THE C =
.REEK ON A LEDGE'RUNNING NORTH AND' SOUTR�J
TWO TO THREE FEET HIGH, 10 LINKS N.E. OF SAID POINT; RUNNING THENCE ALONG SAID
CENTER LINE OF COLLINS CREEK, WITH THE FOLLOWING COURSES AND DISTANCES, NAMELY:
COLLINS CREEK FROM F.R. To M.B. :
Page I_ofRO_Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-HJJ
AMENDED/5
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
S. 50-1/20 W. 1.20 1
S. 37-1/20 W. 1.04 2
S. 45° W. 0.90 3
S. 29-3/40 E. 0.66 4
S. 68-3/40 W. 1.10 5
S. 70-1/40 W. 1.42 6
S. 51-1/20 W. 0.78 7
S. 610 W. 0.90 8 & MB
WHICH ENGINEER'S STATION M.B. BEARS N. 74° W. 0.20 CHS. FROM A REDWOOD TREE JO-
IN DIAMETER MARKED B.T.M.B. ; THENCE LEAVING SAID COLLINS CREEK AND RUNNING ALONG
A BOUNDARY CANYON FROM SAID STATION M.B. TO STATION BB, WITH THE FOLLOWING
COURSES AND DISTANCES NAMELY: BOUNDARY CANYON FROM M.B. TO B.B.
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 28-1/20 W. 1.33 A
N. 40-1/20 W. 2.40 B
N. 540 W. 2.00 C
N. 58-3/40 W. 1.46 Iy
N. 490 W. 1.67 E
N. 66-1/40 W. 1.25 F
N. 56-3/40 W. 1.66 G
N. 50-1/40 W. 1.55 H
N. 700 W. 1.81 BB
WHICH SAID STATION BB IS MARKED BY A 3" X 3" PICKET IN THE CENTER OF A GULCH AND
MAPLE TREE 10 INCHES IN DIAMETER IN A BUNCH OF 3 MAPLE TREES BEARS S. 4-1/20 W.
0.36 CHS. AND A BUCKEYE TREE 8 INCHES IN DIAMETER IN A BUNCH OF 6 BUCKEYE TREES
BEARS S. 82-1/20 W. 0.25 CHS. BOTH OF WHICH TREES ARE MARKED B.T.B.B.; THENCE S.
i 540 W. 9 CHS. TO A POINT IN BISSELL LANE AND A PIPE MARKED B.B. FROM WHICH A 4"
X 4" WITNESS POST MARKED B.T.B.B. BEARS N. 546 50' E. 0.27 CHS. AND A.MADRONE
TREE SIMILARLY MARKED 45 INCHES IN DIAMETER BEARS S. 80 W. 2.015jCHS. AND A
POPLAR TREE 16 INCHES IN DIAMETER SIMILARLY MARKED BEARS N. 25-1/20 W. 0.623
CHS. ; THENCE ALONG THE CENTER LINE OF SAID BISSELL LANE, WITH THE FOLLOWING
COURSES AND DISTANCES, NAMELY: BISSELL LANE, CENTER LINE FROM B.B. TO L.D.
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 9-1/20 W. 0.61 I
N. 23-3/40 W. 0.62 K
N. 38-1/20 W. 1.00 L
N. 42-1/20 W. 2.90 M
N. 54-1/20 W. 0.72 N
Page 8 of 2 0 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-Hii
AMENDED/5
N. 67-1/20 W. 0.65 0
N. 84-3/40 W. 1.34 PIPE LD
WHICH PIPE MARKED L.D. BEARS S. 67-1/40 E. 0.63 CHS. FROM A POPLAR TREE 111, IN
DIAMETER AND A REDWOOD TREE 611 IN DIAMETER OUT OF A STUMP 6 FEET IN DIAMETER AND
10 FEET HIGH, BEARS S. 85o. 5, W. 0.77 CHS. ; THENCE LEAVING SAID BISSELL LANE AND
RUNNING ALONG THE ROAD, THE FOLLOWING COURSES AND DISTANCES, NAMELY: FROM 1ILD",
COURSE DISTANCE IN CHAINS TO STATION NUMBERED
N. 50 W. 1.75 1
N. 240 E. 1.60 2
N. 50 E. 1.95 3
N. 380 30' E. 3.50 4
N. 100 W. 2.80 5
N. 370 301 W. 0.75 6 & KR3
TO THE PLACE OF BEGINNING.
ASSESSOR'S PARCEL NO. 544-31-002
PARCEL NINE:
BEING PARCEL DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED DULY 31, 1985 IN
BOOK J415 PAGE 576 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 1 WEST,
M.D.B. & M. ; THENCE WESTERLY ALONG THE NORTH LINE OF SECTION 6, SAID TOWNSHIP
AND RANGE TO THE POINT OF INTERSECTION OF SAID NORTH LINE OF. SAID SECTION 6 WITH
THE CENTER LINE OF CHASE ROAD; THENCE WESTERLY ALONG THE CENTER LINE OF SAID
CHASE ROAD TO THE LANDS OF THE PRESIDENT AND BOARD OF TRUSTEES OF SANTA CLARA
COLLEGE; THENCE SOUTH TO THE NORTH LINE OF SAID SECTION 6; THENCE WEST 15.50
CHAINS, MORE OR LESS, TO THE NORTHEAST CORNER OF THE LOT DEEDED BY DORA KOPPITZ
AND J. KOPPITZ TO W.C. MAHONEY BY DEED OF MAY 6, 1890'; THENCE ALONG THE EASTERLY
AND SOUTHERLY LINE OF SAID MAHONEY LOT, SOUTH 14-1/20 EAST 7.39 CHAINS TO A
STAKE MARKED M.C.K., SOUTH 58-120 ,WEST 5.92 CHAINS, SOUTH 80 30' EAST 0.61
CHAINS, SOUTH 10 WEST 0.83 CHAINS, SOUTH 18*1 40' WEST 1.08 CHAINS, SOUTH 40 45'
WEST 1.06 CHAINS,' SOUTH 350 301 WEST 1.65 CHAINS, SOUTH 720 30' WEST 1.55
CHAINS, SOUTH 890 301 WEST 1.15 CHAINS, SOUTH 700 151 WEST 1.48 CHAINS, SOUTH -
81- 201 WEST 1.03 CHAINS, NORTH 890 52' WEST 7.35 CHAINS To STAKE K4M4 IN THE
EASTERLY LINE OF THE RENOWDEN TRACT, BEING ALSO THE 1/4 SECTION LINE RUNNING
NORTH AND SOUTH THROUGH THE CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST;
THENCE SOUTH oo 12' WEST 20.45 CHAINS TO STAKE MARKED P-M FROM WHICH THE ABOVE
MENTIONED 1/4 SECTION CORNER IN CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, -RANGE I
WEST, AS SET IN THE SUBDIVISION OF THE RENOWDEN TRACT BEARS SOUTH, 00 12' WEST
3.18 CHAINS; THENCE SOUTH 430 401 EAST, 4.39 CHAINS TO POINT IN 1/4 SECTION LINE
RUNNING EAST AND WEST THROUGH THE CENTER OF SAID SECTION 6; THENCE EAST ALONG I
SAID 1/4 SECTION LIKE TO THE CENTER OF WEBB CREEK; THENCE UP THE CENTER OF WEBB
CREEK, BEING ALSO THE EASTERLY LINE OF LOT 3 OF THE RENOWDEN TRACT TO THE
Page� 9 of 2 0 Pages
OAT 3157-E
OLD REPUBLIC TrrLE COMPANY
ORDER NO. 474371-HJJ
AMENDED/5
INTERSECTION OF SAID CENTER LINE OF SAID WEBB CREEK WITH THE 1/4 SECTION LINE
RUNNING NORTH AND SOUTH THROUGH THE CENTER OF SAID SECTION 6; THENCE SOUTHERLY
ALONG SAID 1/4 SECTION LINE TO THE CENTER OF THE DOUGHERTY ROAD; THENCE
NORTHEASTERLY ALONG THE CENTER OF SAID DOUGHERTY ROAD TO A STAKE OPPOSITE THE
GATE IN LANE LEADING TO THE RESIDENCE FORMERLY OWNED BY G.R. BISSELL; THENCE
SOUTHERLY AND ALONG THE CENTER OF SAID LANE TO A STAKE STANDING OPPOSITE THE
CENTER OF VINEYARD GATEWAY; RUNNING THENCE EASTERLY IN A STRAIGHT LINE THROUGH
THE CENTER OF SAID GATEWAY AND ALONG THE CENTER LINE OF A ROAD BETWEEN CHARBONO
AND MALVOISE GRAPES, BEING THE LINE DIVIDING LANDS FORMERLY OF .RANKIN AND
BISSELL, TO A STAKE IN FENCE; THENCE PROLONGING SAID CENTER LINE OF SAID ROAD TO
THE CENTER OF A GULCH; THENCE SOUTHEASTERLY ALONG THE CENTER OF SAID GULCH TO
THE CENTER OF COLLINS CREEK AND THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;
THENCE UP THE CENTER OF COLLINS CREEK TO THE LINE DIVIDING SECTIONS 6 AND 7,
TOWNSHIP 9 SOUTH, RANGE 1 WEST; THENCE EAST ALONG SAID LINE BETWEEN SAID
SECTIONS 6 AND 7 AND 5 AND 8 TO THE CENTER OF RAVINE; THENCE DOWN THE CENTER OF
SAID RAVINE TO THE CENTER OF COLLINS CREEK; THENCE UP THE CENTER OF COLLINS
CREEK SOUTHWESTERLY, FOLLOWING THE MEANDERS OF COLLINS CREEK TO THE TRUE POINT
OF BEGINNING.
EXCEPTING THEREFROM ALL THE PETROLEUM, NAPTHA, ASPHALTUM AND OTHER SUBSTANCES
CONTAINING OR PRODUCING OIL, AND ALL COAL, MINERAL AND MINERAL SUBSTANCES, AND
THE'RIGHT, PRIVILEGE AND EASEMENT TO HAVE, TAKE AWAY AND REMOVE TO THE USE AND
BENEFIT OF T.G. MCLERAN, ET AL, AND THEIR HEIRS AND ASSIGNS ALL THE SUBSTANCES
AFORESAID, AND FOR THAT PURPOSE, FROM TIME TO TIME AND AT ALL TIMES HEREAFTER TO
ENTER UPON THE ABOVE DESCRIBED PREMISES WITH THEIR SERVANTS, AGENTS, ASSOCIATES
AND ASSISTANTS TO PROSPECT, SEARCH, DIG AND BORE FOR SAID SUBSTANCES AND TO
EXTRACT AND WORK THE SAME, AS CONVEYED TO T.G. MCLERAN, ET AL BY INDENTURE
RECORDED OCTOBER 19, 1865 IN BOOK U OF DEEDS, PAGE 220 OF OFFICIAL RECORDS.
ASSESSOR'S PARCEL NO. 544-31-002 (PORTION) 544-33-003
PARCEL TEN:
BEGINNING AT A REDWOOD TREE 2 FEET IN DIAMETER MARKED "1/4 SEC." AND BEING .THE
1/4 SECTION CORNER BETWEEN SECTIONS 31, T8S. , R1W AND SECTION 6, T9S, R1W; AND
RUNNING THENCE ALONG THE LINE BETWEEN SAID SECTIONS 31 AND 6, NORTH 89-1/40 E.
15 CHAINS TO A MADRONE TREE 4 FEET IN DIAMETER MARKED WITH 3 NOTCHES FORE AND :A
AFT (EAST AND WEST) FOR A STATION TREE ON SAID SECTION LINE, -SAID POINT ALSO
BEING THE NORTHEAST CORNER OF THE 21.14 ACRE TRACT DEEDED BY DORA KOPPITZ AND J.
KOPPITZ TO W.C. MAHONEY BY DEED OF MAY 6, 1890; THENCE ALONG THE EASTERLY AND
SOUTHERLY LINE OF SAID MAHONEY LOT, SOUTH 14-1/20 WEST 7.39 CHAINS TO A STAKE
MARKED M.C.K. , SOUTH 58-1/20 WEST 5.92 CHAINS, SOUTH 80 30' EAST 0.61 CHAINS,
SOUTH 120 WEST 0.83 CHAINS, SOUTH 18° 40' WEST 1.08 CHAINS, SOUTH 40 45' WEST
` 1.06 CHAINS, SOUTH 350 30' WEST 1.65 CHAINS, SOUTH 72° 30' WEST 1.55 CHAINS,
SOUTH 890 30' WEST 1.15 CHAINS, SOUTH 700 15' WEST 1.48 CHAINS, SOUTH 910 20'
WEST 1.03 CHAINS, NORTH 89° 52 ' WEST 7.35 CHAINS TO STAKE K4M4 IN THE EASTERLY
LINE OF THE RENOWDEN TRACT, BEING ALSO THr 1/4 SECTION LINE RUNNING NORTH AND_
SOUTH THROUGH THE CENTER OF SECTION 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST; THENCE
ALONG SAID 1/4 SECTION LINE RUNNING NORTH AND SOUTH THROUGH THE CENTER OF SAID
SECTION 6, NORTH 15.63 CHAINS TO THE POINT OF BEGINNING, AND BEING A PORTION OF
Page 10 of 2 0 Pages .
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-HJJ
AMENDED/5
SECTION 6 IN TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. AND M.
ASSESSOR'S PARCEL NO. 544-31-004
PARCEL ELEVEN:
BEING A PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED APRIL 5, 1985 IN
BOOK J312 PAGE 2167 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
BEGINNING AT A REDWOOD TREE, 24 INCHES IN DIAMETER, BEING THE OFFICIAL QUARTER
SECTION CORNER IN THE MIDDLE OF THE NORTH LINE OF SECTION SIX (6) IN TOWNSHIP 9
SOUTH, RANGE 1 WEST, MT. DIABLO BASE AND MERIDIAN, BEING ALSO THE NORTHWEST
CORNER OF LAND OF MAHONEY (AS EXISTING ON MAY 26, 1892, FORMERLY OF KOPPITZ) ;
THENCE RUNNING ALONG SAID LINE (BEING THE TOWNSHIP LINE) EAST, ONE QUARTER OF A
MILE, TO THE MIDDLE OF THE NORTH LINE OF THE NORTHEAST 1/4 OF SAID SECTION 6;
THENCE AT RIGHT ANGLES NORTH, TO THE ROAD KNOWN AS THE CHASE ROAD, THENCE
RUNNING ALONG SAID CHASE ROAD IN A GENERAL WESTERLY DIRECTION TO THE NORTHEAST
CORNER OF THE LAND OF H. PETERSON (AS EXISTING ON MAY 26, 1892) ; THENCE SOUTH
ALONG THE EAST LINE OF SAID PETERSON'S LAND (AS EXISTING ON MAY 26, 1892) ALONG
FENCE A DISTANCE OF FIFTY FEET, MORE OR LESS, TO THE ROAD LEADING FROM SAID
CHASE ROAD TO THE PREMISES OF J.B. RENOWDEN (AS EXISTING ON MAY 26, 1892) ;
THENCE ALONG SAID ROAD IN A GENERAL SOUTHERLY DIRECTION TO A POINT FROM WHICH A
STRAIGHT LINE DRAWN TO THE REDWOOD TREE, THE PLACE OF BEGINNING, WILL PASS SOUTH
OF AND DISTANT SEVENTY-FIVE (75) FEET FROM THAT CERTAIN SPRING WHICH IS SITUATED
ABOUT HALF WAY BETWEEN SAID CHASE ROAD AND SAID ROAD LEADING FROM THE CHASE ROAD
TO SAID PREMISES OF J.B. RENOWDEN (AS EXISTING ON MAY 26, 1892) AND NEAR THE
WESTERN BOUNDARY OF THE LAND HEREBY CONVEYED, WHICH SPRING ISSUES AT A LARGE
REDWOOD STUMP, IN A CLUMP OF REDWOOD TREES, AND NEAR THREE LARGE CALIFORNIA
LAURELS; THENCE FROM SAID POINT NORTHEASTERLY ABOUT ONE-EIGHTH OF A MILE TO THE
PLACE OF BEGINNING; AND BEING A PART OF LOTS 10 AND 12 OF THE SUBDIVISION OF THE
'RENOWDEN TRACT AS SHOWN UPON THE MAP THEREOF OF RECORD IN THE COUNTY RECORDER'S
OFFICE OF SAID COUNTY OF SANTA CLARA, IN BOOK "C" OF MAPS, PAGE 51.
BEING THE SAME' PREMISES GRANTED TO SAID PARTY OF THE FIRST PART BY J.B.
RENOWDEN, ET AL, BY DEED DATED MAY 26, 1892, OF RECORD IN LIBER 146 OF DEEDS,
PAGE 529, ET SEQ. , IN THE COUNTY RECORDER'S OFFICE OF THE COUNTY OF SANTA CLARA,
TO WHICH DEED AS THERE RECORDED REFERENCE IS HEREBY SPECIALLY MADE FOR
DESCRIPTION OF SAID PREMISES.
ASSESSOR'S PARCEL NO. 544-28-004 (PORTION) AND 544-30-002 (PORTION)
PARCEL TWELVE:
BEING THAT PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED ON MAY 1,
1985 IN BOOK J334, PAGE 1832 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS;
BEGINNING AT A REDWOOD TREE 24 INCHES IN DIAMETER, BEING THE OFFICIAL ONE
QUARTER (1/4) SECTION CORNER IN THE NORTH LINE OF SECTION 6, T.9.S.R.1.W.,
M.D.M. , SAID POINT OF BEGINNING BEING ALSO THE NORTHWEST CORNER OF LAND OF
MAHONEY (AS EXISTING ON JULY 6TH, 1892, FORMERLY OF KOPPITZ) ; THENCE RUNNING
Page 11 of 2 0 Pages
ORT 3157-E
---------------------------------------------......
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474371-Hij
AMENDED/5
ALONG THE 1/4 SECTION LINE SOUTH 5.16 CHAINS TO A STAKE MARKED "54", FROM WHICH
A BLACK OAK MARKED r'B.T.R.55" BEARS S. 30 30" W. 54 LINKS DISTANT;RUNNING ALONG THE CENTER LINE OF THE ROAD LEADING FROM THE CHASE ROAD THENCE
PREMISES OF J.B. AD To THE
RENOWDEN (AS EXISTING ON JULY 6TH, 1892) WITH THE FOLLOWING
COURSES AND DISTANCES: S. 560 37' W. 1-50 CHAINS; S. 730 15, W. 0.61 CHAINS; N.
60* 451 W. 1.94 CHAINS; N. 740 301 W. 1.03 CHAINS; S. 70* 52 ' W.54* 30' W. 1.77 CHAINS; 0-59 CHAINS; -S.
S. 470 W. 0.26 CHAINS; S. 88* W. 0.45 CHAINS; N.
W. 0.53 CHAINS, AND N. 360 461 W. 1.55 CHAINS; 540 150
NS; THENCE LEAVING SAID ROAD AND
RUNNING ALONG THE SOUTHEASTERLY LINE OF LANDS OF THE PRESIDENT AND BOARD OF
TRUSTEES OF SANTA CLARA COLLEGE (AS EXISTING ON JULY 6TH, 1892) N. 600 451 E.
9-95 CHAINS To THE PLACE OF BEGINNING; AND BEING A PART OF LOT 10 OF THE
RENOWDEN SUBDIVISION, AS RECORDED IN BOOK -Cll,
RECORDER'S OFFICE OF SAID COUNTY OF SANTA CLARA PAGE 51 OF MAPS, IN THE COUNTY
E. BEING THE ; COURSES TRUE, MAG.. VAR. 160 30"
SAME PREMISES GRANTED To THE PRESIDENT AND BOARD OF TRUSTEES OF
SANTA CLARA COLLEGE BY J.B. RENOWDEN, BY DEED DATED JULY 6TH,
1892, OF RECORD IN
LIBER 150 OF DEEDS, PAGE 94 ET SEQ. IN THE COUNTY RECORDER'S OFFICE OF SAID
COUNTY OF SANTA CLARA, TO WHICH DEED AS THEIR RECORDED REFERENCE IS HEREBY
SPECIALLY MADE FOR DESCRIPTION OF SAID PREMISES.
ASSESSOR'S PARCEL NO. 544-30-002 (PORTION)
PARCEL THIRTEEN:
BEING THAT PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED ON MAY 1,
1985 IN BOOK J334, PAGE 1828 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT A STAKE STANDING IN THE NORTH LINE OF SECTION SIX (6) , TOWNSHIP
NINE (9) SOUTH, RANGE ONE (1) WEST, MT. DIABLO BASE AND MERIDIAN, SAID S .
TAKE
BEING DISTANT TWENTY (20) CHAINS EAST FROM A REDWOOD TREE 24 INCHES IN DIAMETER,
BEING THE OFFICIAL
1/4 SECTION CORNER IN THE SAID NORTH LINE OF SECTION 6,
T-9.S.R.IW. ; THENCE ALONG SAID LAST DESCRIBED SECTION LINE N. 890 45' E. 9.00
CHAINS TO A 2" X 3" STAKE; THENCE NORTH 0.455 CHAINS TO THE CENTER LINE OF THE
CHASE ROAD; THENCE RUNNING ALONG THE CENTER LINE OF SAID ROAD, WITH THE.
FOLLOWING COURSES AND DISTANCES; N. 82* 351 W. 0.68 CHAINS; N. 71* 15, W. 1.51
, CHAINS; N. 67* 40, W. 3.33 CHAINS; N. 75* W. 1.06 CHAINS; N. 78* 301 W. 1.12
CHAINS; AND N. 740 541 W. 1.745 CHAINS TO A POINT FROM-WHICH A 2 X 3 INCH
WITNESS STAKE BEARS SOUTH 8 1/2 LINKS DISTANT: THENCE 3.28 CHAINS TO THE PLACE
OF -BEGINNING; AND BEING A PART OF LOT 12 OF THE RENOWDEN SUBDIVISION,
IN MAP BOOK C, PAGE 51, RECORDED
IN THE COUNTY RECORDER'S OFFICE OF SAID COUNTY OF SANTA
CLARA; COURSES TRUE, MAG. VAR. 160 301 EAST.
BEING THE SAME PREMISES GRANTED TO THE PRESIDENT AND BOARD OF TRUSTEES OF SANTA
CLARA COLLEGE By JOSEPH RENOWDEN, ET AL, BY DEED DATED AUGUST 17, 1892, OF
RECORD IN LIBER ISO OF DEEDS, PAGE 496 ET SEQ. IN THE COUNTY RECORDER'S OFFICE
OF SAID COUNTY OF SANTA CLARA,
TO WHICH DEED AS THEIR RECORDED REFERENCE IS
HEREBY SPECIALLY MADE FOR DESCRIPTION OF SAID PREMISES.
ASSESSOR'S PARCEL NO. 544-28-004 (PORTION)
PARCEL FOURTEEN:
Page. 12 of 20 Pages
5RT 3157-E
9 . . q#
OLD NPUBLIC TITLE COMPANY
ORDER NO. 474371-HJJ
AMENDED/5
BEING THAT PORTION DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MARCH 27,
1985 IN BOOK J303 PAGE 919 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIPE 2-1/2 INCHES IN DIAMETER AND FOUR FEET LONG, SAID
POINT OF BEGINNING BEING N. 64* 44' E. 1.17-1/2 CHAINS FROM THE SOUTHWEST CORNER
OF LOT NO. 11 OF THE RENOWDEN TRACT, AS RECORDED IN MAP BOOK C, PAGE 51, RECORDS
OF SANTA CLARA COUNTY, CALIFORNIA; THENCE N. 60 5' E. 1.71-1/2 CHAINS; S. 580 E.
1.95 CHAINS TO A STAKE, FROM WHICH BEARS A MADRONE TWO FEET IN DIAMETER S. 581,
E. 3 LINKS MARKED B.T.L.G.N.3; THENCE S. 700 W. 1.94 CHAINS TO THE PLACE OF
BEGINNING, BEING PART OF LOT 11 OF THE RENOWDEN TRACT AS RECORDED IN MAP BOOK C,
PAGE 51 RECORDS OF SANTA CLARA COUNTY, CALIFORNIA, AND BEING SITUATED IN SECTION
31, T.8 S.R. I W. M.D.M.
ASSESSOR'S PARCEL NO. 544-29-006
SD/Cl/MW
A 544-28-4/544-29-6/544-30-2/544-31-2,3,4
544-33,3,14/544-50-1
544-35-6
Page 13 of 20 Pages
ORT 3157-E
LEASE EXHIBIT D
EXHIBIT A-2
DESCRIPTION OF MELLOUS PROPERTY
OLD REPUBLIC TITLE COMPANY
ORDER NO. 481060-Hii
UPDATED-A AMENDED-1
The land referred to in this Report is situated in the County of Santa Clara , in the unincorporated area
State of California,and is described as follows: ----------�1�
Being that parcel described in Certificate of compliance recorded March 26, 1985
in Book J302 page 1162 of Official Records, described as follows:
Commencing at the intersection of the East line of Mellot's Road with the North
line of the North 1/2 of the Northwest 1/4 of Section 7, Township 9 South, Range
1 West, Mount Diablo Base and Meridian, and running thence Southeasterly and
Southerly along the Base Line of said Mellott's Road about 64 rods to the
intersection of said road with the County Road, at *the place called "Grecian
Bend"; thence Northerly and Northeasterly along the West side of the County Road
about 44 rods to the intersection thereof with said North line of Section 7
aforesaid; and thence west along the said North line of said Section 7, about 42
rods to, the place of beginning.
Being a part of said North 1/2 of the Northwest 1/4 of Section 7, Township 9
South, Range 1 West, Mount Diablo Base and Meridian, and being the same property
as described in that certain deed dated December 27, 1892, executed by Mrs. Mary
A. Laddick a widow to William E. Park, and recorded in the office of the County
Recorder of Santa Clara County on January 10, 1893 in Volume 156 of Deeds, at
page 68, Records of Santa Clara County, and being the same property which was
conveyed to Artha Foster by William E. Park, by deed dated December 6, 1907,
recorded on December 23, 1907 in Volume 328 of Deeds, page 38, in said County
Recorders Office.
544-50-004
Page 3 of 7 Pages
ORT 3157-C
LEASE EXHIBIT D
EXHIBIT A-3
DESCRIPTION OF LOWER PROPERTY
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
The land referred to in this Report is situated in the County of Santa Clara , in the unincorporated area
State of California, and is described as follows:
PARCEL ONE:
BEING ALL OF PARCEL B DESCRIBED IN THE CERTIFICATE OF COMPLIANCE RECORDED
DECEMBER 20, 1995 IN BOOK P134 PAGE 1613 OF OFFICIAL RECORDS DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED DECEMBER 15, 1941 IN BOOK 1071, PAGE
368, OFFICIAL RECORDS, SAID POINT OF BEGINNING ALSO BEING IN THE CENTER LINE OF
RESERVOIR OR RUNDLE CREEK AT A POINT CALLED STATION 40 OF THAT CERTAIN 212.7 ,
ACRE PARCEL OF LAND CONVEYED TO THE NOVITIATE OF LOS GATOS, A CORPORATION,
RECORDED BY DEED APRIL 20, 1934 IN BOOK 686, PAGE 204, OFFICIAL RECORDS; THENCE
RUNNING ALONG THE CENTER LINE OF SAID RESERVOIR OR RUNDLE CREEK, BEING ALSO THE
NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO ALMA COLLEGE, A
CORPORATION, BY DEED RECORDED OCTOBER 30, 1934 IN BOOK 7021 PAGE 594, OFFICIAL
RECORDS, THE FOLLOWING COURSES AND DISTANCES: NORTH 42° 00' WEST 55.75 FEET TO
STATION 41; THENCE SOUTH 490 06' WEST 53.90 FEET TO STATION 42; THENCE NORTH 690
34' WEST 99.62 FEET TO STATION 43; THENCE NORTH 76° 37' WEST 23.92 FEET TO
STATION 44, IN THE CENTER OF CONCRETE DAM 20.0 FEET HIGH AT THE LOWER END OF A
LAKE; THENCE ACROSS SAID LAKE AND CONTINUING UPSTREAM; SOUTH 87° 03 ' WEST 225.23
FEET TO STATION 45; THENCE SOUTH 610 07' WEST 53.62 FEET TO STATION 46; THENCE
SOUTH 510 29' WEST 81.45 FEET TO STATION 47; THENCE SOUTH 080 20' WEST 88.80
FEET TO STATION 48; THENCE SOUTH 850 10' WEST 64.50 FEET TO STATION 49; THENCE
NORTH 390 02' WEST 41.80 FEET TO STATION 50; THENCE NORTH 880 58' WEST 69.50
FEET TO STATION 51; THENCE SOUTH 490 23' WEST 95.03 FEET TO STATION 52; THENCE
NORTH 500 22 ' WEST 53.55 FEET TO STATION 53; THENCE NORTH 790 19' WEST 47.65
FEET TO STATION 54; THENCE SOUTH 770 29' WEST 56.92 FEET TO STATION 55; THENCE
SOUTH 240 20' WEST 44.25 FEET TO STATION 56; THENCE SOUTH 040 15' WEST 62.10
FEET TO STATION 57; .THENCE SOUTH 59° 13' WEST 89.52 FEET TO STATION 58; THENCE
SOUTH 770 23 ' WEST 56.00 FEET TO STATION 59; THENCE NORTH 40° 37' WEST 91.45
FEET TO STATION 60; THENCE SOUTH 640 25' WEST 57.65 FEET TO STATION 61; THENCE
NORTH 470 00' WEST 71.30 FEET TO STATION 62; THENCE NORTH 100 58' WEST 49.14
FEET TO STATION 63; THENCE SOUTH 780 38' WEST 56.85 FEET TO STATION 64; THENCE
NORTH 410 27' WEST 115.15 FEET TO STATION 65; THENCE NORTH 260 19' WEST 98.80
FEET TO STATION 66; THENCE NORTH 480 16' WEST 61.20 FEET TO STATION 67; THENCE
SOUTH 380 07' WEST 88.82 FEET TO STATION 68; THENCE NORTH 780 25' WEST 73.70
FEET TO STATION 69; THENCE NORTH 390 54' WEST 96.00 FEET TO STATION 70; THENCE
NORTH 010 02 ' WEST 122.20 FEET TO STATION 71; THENCE NORTH 240 25' WEST 99.25
FEET TO STATION 72; THENCE NORTH 000 53' EAST 175.75 FEET TO STATION 73; THENCE
NORTH 350 31' WEST 110.00 FEET TO STATION 74; THENCE SOUTH 630 06' 'WEST 85.30
FEET TO STATION 75; THENCE NORTH 770 47' WEST 64.90 FEET TO STATION 76; THENCE
NORTH 040 51' EAST 36.30 FEET TO STATION 77; THENCE NORTH 650 33' WEST 85.00
FEET TO STATION 78; THENCE NORTH 160 24' EAST 41.03 FEET TO STATION 79; THENCE
NORTH 170 25' WEST 44.80 FEET TO STATION 80; THENCE NORTH 780 22' WEST 58.30
FEET TO STATION 81; THENCE SOUTH 70° 50' WEST 43.05 FEET TO STATION 82; THENCE
NORTH 340 41' WEST 35.55 FEET TO STATION 83; THENCE NORTH 720 02' WEST 105.40
FEET TO STATION 84; THENCE NORTH 08° 33' EAST 135.50 FEET TO STATION 85; THENCE
SOUTH 850 44 ' WEST 74.91 FEET TO STATION 86; THENCE SOUTH 730 23' WEST 82.41
Page 3 of 2 1 Pages
ORT 3157-C
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
FEET TO STATION 87; THENCE NORTH 46° 37' WEST 54.64 FEET TO STATION 88; THENCE
NORTH 130 02 ' WEST 84.05 FEET TO STATION 89; THENCE NORTH 57° 12 ' EAST 56.30
FEET TO STATION 90; THENCE NORTH 090 58' EAST 93.91 FEET TO STATION 91; THENCE
NORTH 630 25' WEST 38.77 FEET TO STATION 92; THENCE SOUTH 63° 41, WEST 132.27
FEET TO STATION 93; THENCE NORTH 87° 55' WEST 82.60 FEET TO STATION 94; THENCE
SOUTH 830 57' WEST 64.50 FEET TO STATION 95; AT AN IRON PIPE DRIVEN IN THE
MIDDLE OF A CONCRETE BRIDGE IN THE CENTERLINE OF BEAR CREEK ROAD; *THENCE LEAVING
THE SAID CENTERLINE OF RESERVOIR OR RUNDLE CREEK AND ALSO THE NORTHERLY LINE OF
SAID PARCEL CONVEYED TO ALMA COLLEGE, AND RUNNING IN A SOUTHERLY DIRECTION ALONG
THE CENTERLINE OF BEAR CREEK ROAD TO THE NORTHEASTERLY CORNER OF THAT CERTAIN
PARCEL OF LAND CONVEYED BY ALMA COLLEGE, A CORPORATION TO THE NOVITIATE OF LOS
GATOS, A CORPORATION, RECORDED AUGUST 6, 1940 IN BOOK 993, PAGE 450, OFFICIAL
RECORDS, SAID CORNER ALSO BEING IN THE DIVIDING LINE BETWEEN SECTIONS 5 AND 6,
HEREINAFTER REFERRED TO; THENCE SOUTH ALONG SAID DIVIDING LINE SOUTH 00 23' EAST
14.13 CHAINS TO A. STATION NUMBER 1/48 WHERE A 4" X 4" STAKE AND IRON PIPE IS
SET; THENCE CONTINUING ALONG SAID DIVIDING LINE SOUTH 00 06' EAST 14.64 CHAINS
TO A POINT IN THE CENTERLINE OF COLLINS CREEK AT THE SOUTHWESTERLY CORNER OF
THAT CERTAIN PARCEL OF LAND CONVEYED TO JAMES L. FLOOD BY DEED RECORDED JUNE 19,
1895 IN BOOK 181 OF DEEDS, PAGE 532; THENCE ALONG THE SOUTHERLY LINE OF SAID
LAST MENTIONED PARCEL OF LAND BEING ALSO THE CENTERLINE OF COLLINS CREEK,
EASTERLY TO THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED NOVEMBER 22, 1937 IN BOOK 843, PAGE
569, OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF THIS STATE HIGHWAY AS
ESTABLISHED BY THE DEED ABOVE REFERRED TO, THE FOLLOWING COURSES AND DISTANCES:
NORTH 65° 44' 50" EAST 218.09 FEET; NORTH 2° 08' 40" EAST, 580.45 FEET; NORTH
650 44' 55" EAST, 422.02 FEET; NORTH 24° 25' EAST 580.00 FEET; NORTH 80 02' WEST
391.19 FEET; AND NORTH 31° 56' 10" EAST 40.00 FEET TO THE POINT OF BEGINNING AND
BEING A PORTION OF SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, AND A PORTION OF
SECTIONS 5 AND 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. AND M.
EXCEPTING FROM THE ABOVE DESCRIBED PARCEL ALL THAT PROPERTY LYING NORTHEASTERLY
TO THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A STATION NO. 26 IN THE CENTERLINE OF BEAR CREEK ROAD (FORMERLY
DOUGHERTY ROAD) AS SAID STATION IS DESIGNATED ON THE UNRECORDED MAP ENTITLED
"NO. 3 MAP SHOWING LINES, COURSES, DISTANCES, CORNERS AND MONUMENTS SET IN
SURVEY OF ALMA DALE THE PROPERTY OF JAS. L. FLOOD SURVEYED IN JULY AND AUGUST
1900 BY A.T. HERRMAN;
THENCE FROM SAID POINT OF BEGINNING SOUTHEASTERLY TO AN IRON PIPE TO BE SET AT
THE MOST WESTERLY CORNER OF AN EASEMENT FOR THE INSTALLATION, CONSTRUCTION,
MAINTENANCE AND REPAIR OR WATER PIPELINE AND PUMP STATION, SAID POINT BEING AT
THE NORTHERLY TERMINUS OF. THAT CERTAIN COURSE NORTH 25° 34' 13" EAST 20.99 FEET
AS DESCRIBED IN THE GRANT OF EASEMENT RECORDED AUGUST 27, 1993 IN BOOK M969 AT
PAGE 931 OF OFFICIAL RECORDS:
THENCE ALONG THE SOUTHWESTERLY LINES OF SAID EASEMENT SOUTH 250 34' 13" EAST
20.99 FEET TO AN IRON PIPE TO BE SET AND SOUTH 660 59, 15" EAST 19.32 FEET TO AN
IRON PIPE TO BE SET:
t
Page 4 of 2 1 Pages
ORT 3157-E �
a
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJT
Amended-2
THENCE LEAVING SAID EASEMENT LINE SOUTHEASTERLY TO AN IRON PIPE TO BE SET 20.00
FEET MORE OR LESS SOUTHWESTERLY FROM THE SOUTHWESTERLY EDGE OF A ROAD LOCATED
SOUTHWESTERLY 100.00 FEET MORE OR LESS FROM A SHORELINE OF A LAKE, SAID LAKE
BEING 400 FEET MORE OR LESS SOUTHWESTERLY OF THE BUILDINGS OF ALMA COLLEGE.
THENCE ON THE SOUTHEASTERLY PROLONGATION OF LAST DESCRIBED LINE TO THE
CENTERLINE OF COLLINS CREEK.
ALSO EXCEPTING THEREFROM ALL THE PETROLEIUM, NAPTHA, ASPHALTUM AND OTHER
SUBSTANCES CONTAINING OR PRODUCING OIL, AND ALL COAL, MINERAL AND MINERAL
SUBSTANCES, AND THE RIGHT, PRIVILAGE AND EASEMENT TO HAVE, TAKE AWAY AND REMOVE
TO THE USE AND BENEFIT OF T.G. MCIMtAN, ET AL, AND THEIR HEIRS AND ASSIGNS ALL
THE SUBSTANCES AFORESAID, AND FOR THAT PURPOSE, FROM TIME TO TIME AND AT ALL
TIMES HEREAFTER TO ENTER UPON THE ABOVE DESCRIBEDPREMISES WITH THEIR SERVANTS,
AGENTS, ASSOCIATES AND ASSISTANTS TO PROSPECT, SEARCH, DIG AND BORE FOR SAID
SUBSTANCES AND To EXTRACT AND WORK THE SAME, AS CONVEYED TO T.G. MCLERAN, ET AL
By INDENTURE RECORDED OCTOBER 19, 1865 IN BOOK U OF DEEDS, PAGE 220 OF OFFICIAL
RECORDS.
ASSESSOR'S PARCEL NO. 544-33-002
PARCEL TWO:
BEING ALL OF PARCEL IAI* DESCRIBED IN THE CERTIFICATE OF COMPLIANCE RECORDED
DECEMBER 20, 1995 IN BOOK P134, PAGE 1613 OF OFFICIAL RECORDS, DESCRIBED AS
FOLLOWS:
BEING ALL OF PARCEL DESCRIBED IN THE CERTIFICATE OF COMPLIANCE #2313-26-46-84CC, -
RECORDED AUGUST 13, 1985 IN BOOK J427 AT PAGE 709, OFFICIAL RECORDS OF SANTA
CLARA COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE WEST LINE OF THE CALIFORNIA STATE HIGHWAY, RUNNING
FROM SANTA CRUZ To LOS GATOS, KNOWN AS SECTION -B- ROUTE 5, DIVISION IV, SANTA
CLARA COUNTY, SAID POINT OF BEGINNING BEING NORTH 48- 351 WEST 30.00 FEET FROM
Page 5 of 21 Pages
ORT 3157-E
OLD REPUBLIC WILE COMPANY
ORDER NO. 474373-HJJ
Amended-2
STATION "A" 268-20-03 IN THE CENTER LINE OF SAID CALIFORNIA STATE HIGHWAY, AND
RUNNING THENCE UP A CREEK KNOWN AS RESERVOIR CREEK WITH THE FOLLOWING COURSES
AND DISTANCES: NORTH 500 05' WEST 39.53 FEET TO STATION 1; THENCE S. 87* 471
WEST 56.04 FEET To STATION 2; THENCE NORTH 72* 43' WEST 88.50 FEET TO STATION 3;
THENCE NORTH 200 00, WEST 80.77 FEET TO STATION 4; THENCE NORTH 600 16# WEST
98.20 FEET TO STATION 5; THENCE NORTH 54* 091 EAST 81.15 FEET TO STATION 6;
THENCE NORTH 160 36, EAST 34.70 FEET TO STATION 7; THENCE NORTH 230 571 WEST
39.82 FEET TO STATION 8; THENCE NORTH 61* 14' WEST 48.05 FEET TO STATION 9;'
THENCE SOUTH 640 321 WEST 58.55 FEET TO STATION 10; THENCE SOUTH 110 441 WEST
64.50 FEET TO STATION 11; THENCE SOUTH 450 07' WEST 87-41 FEET TO STATION 12;
THENCE NORTH 630 541 WEST 106.82 FEET TO STATION 13; THENCE SOUTH 64* 061 WEST
123-35 FEET TO STATION 14; THENCE SOUTH 20 05' WEST 50*.13 FEET TO STATION 15;
THENCE SOUTH 310 16, WEST 36.57 FEET TO STATION 16; THENCE SOUTH 56* 121 WEST
147.25 FEET TO STATION 17; THENCE NORTH 65- 471 WEST 199.32 FEET TO STATION 18;
THENCE SOUTH 580 181 WEST 84.20 FEET TO STATION 19; THENCE SOUTH IjO 421 EMT
73-15 FEET TO STATION 20; THENCE SOUTH 610 23' WEST 128-60 FEET TO STATION 21;
THENCE SOUTH 830 521 WEST 60.60 FEET TO STATION 22; THENCE SOUTH 33* 01' WEST
26.25 FEET To STATION 23; THENCE NORTH 280 58, WEST 111.50 FEET TO STATION 24;
THENCE NORTH 75O 131 WEST 44.40 FEET TO STATION 25; THENCE SOUTH 570 041 WEST
102.55 FEET To STATION 26; THENCE SOUTH 450 46' WEST 105.62 FEET TO STATION 27;
THENCE NORTH 420 58, WEST 41.90 FEET TO STATION 28; THENCE NORTH 7* 321 WEST
42.20 FEET TO STATION 29; THENCE NORTH 82* 02' WEST 80.60 FEET TO STATION 30;
THENCE NORTH 690 06, WEST 66.60 FEET TO STATION 31; THENCE NORTH 430 301 WEST
92.30 FEET TO STATION 32; THENCE SOUTH 740 06' WEST 62.30 FEET TO STATION 33;
THENCE NORTH 550 45' WEST 95.90 FEET TO STATION 34; THENCE SOUTH 510 001 WEST
84.30 FEET TO STATION 35; THENCE SOUTH 74* 32' WEST 40.30 FEET TO STATION 36; -
THENCE NORTH 230 58' 'WEST 139.16 FEET TO STATION 37; THENCE SOUTH 860 171 WEST
68.65 FEET TO STATION 38; THENCE SOUTH 670 23' WEST 119.33 FEET TO STATION 39;
THENCE NORTH 60 561 WEST 58.70 FEET TO STATION 40; THENCE NORTH 420 00' WEST
55.75 FEET TO STATION 41; THENCE SOUTH 49* 06' WEST 53.90 FEET TO STATION 42;
THENCE NORTH 690 341 WEST 99.62 FEET TO STATION 43; THENCE NORTH 760 371 WEST
23.92 FEET TO STATION 44 IN THE CENTER OF A CONCRETE DAM 20.0 FEET HIGH, AT THE
LOWER END OF A LAKE; THENCE ACROSS SAID LAND AND CONTINUING UPSTREAM; SOUTH 87*
031 WEST 225.23 FEET TO STATION 45; THENCE SOUTH 610 07' WEST 53.62 FEET TO
STATION 46; THENCE SOUTH 510 291 WEST 81-45 FEET TO STATION 47; THENCE SOUTH 8*
201 WEST 88.80 FEET To STATION 48; THENCE SOUTH 850 101 WEST 64.50 FEET TO
STATION 49; THENCE NORTH 390 021 WEST 41.80 FEET TO STATION 50; THENCE I NOR I TH 1 88
581 WEST 69.50 FEET TO STATION 51; THENCE SOUTH 49* 23 ' WEST 95.03 FEET TO
STATION 52; THENCE NORTH 500 22, WEST 53-55 FEET TO STATION 53; THENCE NORTH 790
191 WEST 47-65 FEET To STATION 54; THENCE SOUTH 770 29' WEST 56.92 FEET TO
STATION SS; THENCE SOUTH 240 20, WEST 44.25 FEET TO STATION 56; THENCE SOUTH 4*
151 WEST 62.10 FEET TO STATION 57; THENCE SOUTH 590 13' WEST 89.22 FEET TO
STATION 58; THENCE SOUTH 770 251 WEST 56.00 FEET TO STATION 59; THENCE NORTH 400
37' WEST 91.45 FEET TO STATION 60; FROM WHICH A MAPLE TREE 10" IN DIAMETER BEARS
SOUTH 870 15, WEST 14-53 FEET, AND AN ELM TREE 30- IN DIAMETER BEARS SOUTH 160
EAST 75 FEET; THENCE SOUTH 640 251 WEST 57.65 FEET TO STATION 61; FROM WHICH AN
ALDER TREE 24" IN DIAMETER BEARS NORTH 780 201 WEST 10.5 FEET AND A REDWOOD TREE
1011 IN DIAMETER BEARS NORTH 210 551 EAST 19.35 FEET; THENCE NORTH 470 00' WEST
71.30 FEET TO STATION 62; THENCE NORTH 100 58' WEST 49.14 FEET TO STATION 63;
THENCE SOUTH 780 381 WEST 56.85 FEET TO STATION 64; THENCE NORTH 410 27' WEST
Page-6 of 21 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
115.15 FEET TO STATION 65; THENCE NORTH 260 19' WEST 98-80 FEET TO STATION 66;
THENCE NORTH 480 16' WEST 61.20 FEET TO STATION 67; THENCE SOUTH 380 07' WEST
87.82 FEET TO STATION 68; THENCE NORTH 780 25' WEST 73.70 FEET TO STATION 69;
THENCE NORTH 390 54' WEST 96.00 FEET TO STATION 70; THENCE NORTH 10 021 WEST
122.20 FEET TO STATION 71; 'THENCE NORTH 240 35' WEST 99.25 FEET TO STATION 72;
THENCE NORTH 00 531 EAST 175.75 FEET TO STATION 73; THENCE NORTH 350 311 WEST
110.00 FEET TO STATION 74; THENCE SOUTH 63* 06' WEST 85.30 FEET TO STATION 75;
THENCE NORTH 770 471 WEST 64.90 FEET TO STATION 76; THENCE NORTH 40 51' EAST
36.30 FEET TO STATION 77; THENCE NORTH 65* 33' WEST 85.00 FEET TO STATION 78;
THENCE NORTH 160 241 EAST 41.03 FEET TO STATION 79; THENCE NORTH 170 25' WEST
44.80 FEET TO STATION 80; THENCE NORTH 7.80 22' WEST 58.30 FEET TO STATION 81;
THENCE SOUTH 700 501 WEST 43.05 FEET TO STATION 82; THENCE NORTH 340 411 WEST
35-65 FEET TO STATION 83; THENCE NORTH 720 02' WEST 105..40 FEET TO STATION 84;
THENCE NORTH 80 331 EAST 135.50 FEET TO STATION 85; THENCE SOUTH 850 441 WEST
74.91 FEET TO STATION 86; THENCE SOUTH 750 23' WEST 82.41 FEET TO STATION 87;
THENCE NORTH 4.60 371 WEST 54.64 FEET TO STATION 88; THENCE NORTH 130 021 WEST
84-05 FEET TO STATION 89; THENCE NORTH 570 12' EAST 56.30 FEET TO STATION 90;
THENCE NORTH go 58, EAST 93.91 FEET TO STATION 91; THENCE NORTH 630 25' WEST
38.77 FEET TO STATION 92; THENCE SOUTH 63* 41' WEST 132.27 FEET TO STATION 93;
THENCE NORTH 870 55, WEST 82.60 FEET TO STATION 94; THENCE SOUTH 830 571 WEST
64.50 FEET TO STATION 95 .AT AN IRON PIPE DRIVEN IN THE MIDDLE OF A CONCRETE
BRIDGE IN THE CENTER LINE OF DOUGHERTY OR BEAR CREEK ROAD; THENCE ALONG THE
CENTER LINE OF DOUGHERTY ROAD WITH THE FOLLOWING COURSES AND DISTANCES; NORTH
120 011 EAST 10.31 FEET TO STATION 54 IN THE SURVEY OF THE CENTER LINE OF
DOUGHERTY ROAD, FROM WHICH A SYCAMORE,TREE 24" IN DIAMETER BEARS NORTH 65- WEST,
6.6 FEET; THENCE ALONG SAID CENTER LINE NORTH 38* 33' EAST 114.80 FEET TO
STATION 55; THENCE NORTH 340 351 . EAST 83.16 FEET TO STATION 56; FROM WHICH AN
OAK TREE 14" IN DIAMETER BEARS NORTH 290 WEST 47.2 FEET; THENCE NORTH 79* 15'
EAST 69.15 FEET TO STATION 57; THENCE SOUTH 800 15' EAST 118.90 FEET TO STATION
58; FROM WHICH A WHITE OAK TREE 4011 IN DIAMETER BEARS SOUTH 890 201 EAST 54.3
FEET; THENCE NORTH 620 371 FAST 210.10 FEET TO STATION 59; THENCE NORTH 75* 07'
EAST 62.88 FEET TO STATION 60; THENCE NORTH 57* 46' EAST 286.33 FEET TO STATION
61; FROM WHICH A WHITE OAK TREE 4". IN DIAMETER BEARS NORTH 460 EAST, 15.1 FEET;
THENCE NORTH 65- 59, EAST 176.22 FEET TO STATION 62; FROM WHICH A WHITE OAK TREE
1811 IN DIAMETER BEARS NORTH 770 301 WEST 40.9 FEET; THENCE NORTH 670 59' FAST
308.88 FEET TO STATION 63; NORTH 630 59' EAST 89.76 FEET TO STATION 64; THENCE
NORTH 800 291 EAST 99.00 FEET TO STATION 65; THENCE NORTH 650 441 EAST 99-00
FEET TO STATION 66; THENCE NORTH 750 041 EAST 75.24 FEET TO STATION 67; FROM
WHICH A WHITE OAK TREE 12" IN DIAMETER BEARS NORTH 90 30' EAST 18.0 FEET; THENCE
SOUTH 830 011 EAST 66.00 FEET TO STATION 68; THENCE SOUTH 670 46' EAST 99.00
FEET TO STATION 69; THENCE SOUTH 830 46' EAST 33.00 FEET TO STATION 70; THENCE
SOUTH 860 16' EAST 293.70 FEET TO STATION 71; THENCE NORTH 780 591 EAST 89-76
FEET TO STATION 72; THENCE. NORTH 660 441 EAST 99-00 FEET TO STATION 73; THENCE
NORTH 560 14' EAST 75.24 FEET TO STATION 74; THENCE NORTH 24* 44' EAST 71-28
FEET TO STATION 75; THENCE NORTH 70 051 EAST 78.05 FEET TO STATION 76; FROM
WHICH A BLACK OAK TREE 3611 IN DIAMETER BEARS NORTH 20 301 EAST 117.6 FEET AND A
411 X 411 WITNESS POST IN THE EASE LINE OF THE DOUGHERTY ROAD BEARS NORTH 880 431
EAST 31.02 FEET, SAID 4" X 411 WITNESS POST BEING THE SOUTHWEST CORNER OF THE
LAND KNOWN AS THE CEMETERY; THENCE RUNNING ALONG THE SOUTH LINE OF SAID
CEMETERY, NORTH 890 031 EAST 143.22 FEET TO THE LINE RUNNING NORTH AND SOUTH
Page 7 of 2 1 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
THROUGH THE CENTER OF SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, MOUNT DIABLO
BASE AND MERIDIAN; THENCE ALONG SAID 1/4 SECTION LINE AND ALONG THE EAST LINE OF
SAID CEMETERY, AND ALSO ALONG THE EAST LINE OF THE LANDS OF CONRAD FRANK, NORTH
10 05' WEST 801.14 FEET TO THE NORTHEAST CORNER OF THAT CERTAIN 64.59 ACRE TRACT
OF LAND AS DEEDED BY JOHN K. ALEXANDER AND SARAH R. ALEXANDER, HIS WIFE To
HERBERT E. LAW, BY DEEDS DATED APRIL 29, 1902 IN THE RECORDS OF SANTA CLARA
COUNTY, CALIFORNIA; THENCE RUNNING ALONG THE NORTH LINE OF SAID 64•.59 ACRE
TRACT, NORTH 780 35, EAST 201.95 FEET TO A POINT IN THE SOUTHERLY LINE OF THE
DOUGHERTY ROAD, SAID SOUTHERLY LINE BEING THE NORTH BOUNDARY OF SAID 64.59 ACRE
TRACT; THENCE ALONG THE SOUTHERLY LINE OF THE DOUGHERTY ROAD NORTH 490 51' BAST
487.13 FEET TO A POINT; THENCE NORTH 610 06' EAST 344.11 FEET TO A POINT; THENCE
NORTH 790 58' EAST 49.94 FEET TO A POINT; THENCE SOUTH 760 44' EAST 47.07 FEET
TO A POINT; THENCE SOUTH 620 41' EAST 100.16 FEET TO A POINT; THENCE SOUTH 740
39' EAST 57.44 FEET TO A POINT; THENCE NORTH 780 14' EAST 308.15 FEET TO A
POINT; THENCE NORTH 570 39' EAST 54.29 FEET TO A POINT; THENCE NORTH 530 48'
EAST 55.06 FEET TO A POINT; THENCE NORTH 28° 57' EAST 32.64 FEET TO A POINT;
THENCE LEAVING THE SOUTH LINE OF THE DOUGHERTY ROAD AND RUNNING ALONG THE NORTH
LINE OF THAT CERTAIN 19.52 ACRE TRACT OF LAND DEEDED BY J.H. LEVY TO HARRY
TOVIS, AS RECORDED IN VOLUME 335 OF DEEDS, AT PAGE 596, RECORDS OF SANTA CLARA
COUNTY, CALIFORNIA, NORTH 830 48' EAST TO A STAKE MARKED 11T.1911; THENCE SOUTH
120 00' EAST 69.6 FEET TO THE WEST LINE OF THE CALIFORNIA STATE HIGHWAY IS
HEREINBEFORE REFERRED TO; THENCE ALONG THE WEST LINE OF SAID STATE HIGHWAY ON A
CURVE TO THE LEF
T WITH A RADIUS OF 430 FEET FRO A DISTANCE OF 162.48 FEET TO A
POINT
O NT OPPOSITE STATIONo
304-14� THENCE SOUTH 11 12 WEST 406.26 FEET TO STATION
300-79.74; THENCE ON A CURVE TO THE LEFT, WITH A RADIUS OF 530 FEET FOR A
DISTANCE OF 212.60 FEET TO STATION 298-09.17; THENCE SOUTH 110 471 .EAST 313.76
FEET TO A STATION 294-94.65; THENCE ON A CURVE TO THE LEFT WITH A RADIUS OF 2530
FEET FOR A DISTANCE OF 439.35 FEET TO STATION 290-60.5; THENCE SOUTH 210 44'
EAST 104.71 FEET TO THE NORTH LINE OF THE RIGHT-OF-WAY OF THE SOUTHERN PACIFIC
RAILROAD COMPANY; THENCE ALONG SAID NORTH LINE SOUTH 890 01, WEST 60.0 FEET TO
THE NORTHWEST CORNER OF SAID RIGHT-OF-WAY, AT A STAKE MARKED "T.911; THENCE ON A
CURVE TO THE LEFT ALONG THE WEST LINE OF SAID RIGHT-OF-WAY, WITH A RADIUS OF 917
FEET, FOR A DISTANCE OF 415.8 FEET TO THE END OF SAID CURVE; THENCE SOUTH 270
03 ' EAST 113.52 FEET TO A STAKE MARKED "T.3" AT THE NORTHEAST CORNER OF THAT
CERTAIN TRACT OF LAND DEEDED TO M. STEWART AS RECORDED IN VOLUME 206 OF DEEDS,
AT PAGE 588, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA; THENCE RUNNING ALONG
SAID LAND OF STEWART, SOUTH 840 40' WEST 4.16 FEET TO THE NORTHEAST CORNER 'OF:}•
SAID LAND OF STEWART; THENCE ALONG THE WEST LINE OF SAID LAND OF STEWART SOUTH'
110 09' WEST 196.28 FEET TO A STAKE MARKED 11T.1" IN THE SECTION LINE BETWEEN
SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, AND SECTION 5, TOWNSHIP 9 SOUTH,
RANGE 1 WEST, MOUNT DIABLO MERIDIAN, SAID LAST NAMED POINT BEING THE NORTH LINE
OF LANDS OF GEORGE OSMER; THENCE ALONG THE NORTH LINE OF LANDS OF OSMER, SOUTH
880 58' WEST 134.64 FEET TO THE NORTHWEST CORNER OF THE LANDS OF OSMER; THENCE
ALONG THE WEST AND SOUTHWEST LINE OF THE LANDS OF OSMER, SOUTH 3° 58' WEST
118.14 FEET; THENCE ALONG THE BOTTOM OF THE LOS GATOS CREEK, SOUTH 340 32' EAST
69.96 FEET; THENCE SOUTH 630 17' EAST, 97.02 FEET; THENCE SOUTH 650 06' EAST
56.76 FEET; THENCE SOUTH 800 37' EAST, 284.87 FEET TO A POINT IN THE WEST LINE
OF THE AFOREMENTIONED CALIFORNIA STATE HIGHWAY; THENCE ALONG THE WEST LINE OF'
SAID STATE HIGHWAY, SOUTH 00 35' EAST, 55.01 FEET TO STATION 278-90.6; THENCE ON
A CURVE TO THE LEFT WITH A RADIUS OF 200 FEET, FOR A DISTANCE OF 175.99 FEET TO
Page 8 of 2 1 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
STATION "A" 277-41.5; THENCE SOUTH 500 50 EAST 275.4 FEET TO STATION "A"
274-66.1; THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 320.00 FEET FOR A
DISTANCE OF 514.29 FEET TO STATION "A" 269-03.6; THENCE SOUTH 410 15' WEST 83.52
FEET TO THE PLACE OF BEGINNING, BEING A PART OF SECTION 32, TOWNSHIP 8 SOUTH,
RANGE 1 WEST, AND A PART OF SECTION 5, TOWNSHIP 9 SOUTH, RANGE 1 WEST, MOUNT
DIABLO MERIDIAN, SANTA CLARA COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL THAT PROPERTY LYING EASTERLY OF THE WESTERLY LINE OF
STATE HIGHWAY NUMBER 17, AS DESCRIBED IN GRANT DEED FROM NOVITIATE OF LOS GATOS
TO STATE OF CALIFORNIA, RECORDED IN COUNTY OF SANTA CLARA OFFICIAL RECORDS IN
BOOK 2307 AT PAGE 241 AND DATED SEPTEMBER 13, 1951 AND GRANT DEED FROM NOVITIATE
OF LOS GATOS TO STATE OF CALIFORNIA, RECORDED IN COUNTY OF SANTA CLARA OFFICIAL
RECORDS IN BOOK 1071 AT PAGE 368 AND DATED DECEMBER 15, 1941.
TOGETHER WITH THE FOLLOWING DESCRIBED PARCEL.
BEING ALL OF THE PARCEL DESCRIBED IN THE CERTIFICATE OF COMPLIANCE
#2314-26-46-84CC, RECORDED DULY 30, 1985 IN BOOK J413 AT PAGE 275, OFFICIAL
RECORDS OF SANTA CLARA COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED DECEMBER 15, 1941 IN BOOK 1071, PAGE
368, OFFICIAL RECORDS, SAID POINT OF BEGINNING ALSO BEING IN THE CENTER LINE OF
RESERVOIR OR RUNDLE CREEK AT A POINT CALLED STATION 40 OF THAT CERTAIN 212.7
ACRE PARCEL OF LAND CONVEYED TO THE NOVITIATE OF LOS GATOS, A CORPORATION,
RECORDED BY DEED APRIL 20, 1934 IN BOOK 686, PAGE 204, OFFICIAL RECORDS; THENCE
RUNNING ALONG THE CENTER LINE OF SAID RESERVOIR OR RUNDLE CREEK, BEING ALSO THE
NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO ALMA COLLEGE, A
CORPORATION, BY DEED RECORDED OCTOBER 30, 1934 IN BOOK 702, PAGE 594, OFFICIAL
RECORDS, THE FOLLOWING COURSES AND DISTANCES: NORTH 420 00' WEST 55.75 FEET TO
STATION 41; THENCE SOUTH 490 06' WEST 53.90 FEET TO STATION 42; THENCE NORTH 690
34' WEST 99.62 FEET TO STATION 43; THENCE NORTH 76° 37' WEST 23.92 FEET TO
STATION 44, IN THE CENTER OF CONCRETE DAM 20.0 FEET HIGH AT THE LOWER END OF A
LAKE; THENCE ACROSS SAID LAKE AND CONTINUING UPSTREAM; SOUTH 870 03' WEST 225.23
FEET TO STATION 45; THENCE SOUTH 61° 07' WEST 53.62 FEET TO STATION 46; THENCE
SOUTH 510 29' WEST 81.45 FEET TO STATION 47; THENCE SOUTH 080 20' WEST 88.80
FEET TO STATION 48; THENCE SOUTH 850 10' WEST 64.50 FEET TO STATION 49; THENCE `
NORTH 390 02' WEST 41.80 FEET TO STATION 50; THENCE NORTH 880 58' WEST 69.50 +
FEET TO STATION 51; THENCE SOUTH 490 23' WEST 95.03 FEET TO STATION 52; THENCE
NORTH 500 22' WEST 53.55 FEET TO STATION 53; THENCE NORTH 79° 19' WEST 47.65
FEET TO STATION 54; THENCE SOUTH 770 29' WEST 56.92 FEET TO STATION 55; THENCE
SOUTH 240 20' WEST 44.25 FEET TO STATION 56; THENCE SOUTH 040 15' WEST 62.10
FEET TO STATION 57; THENCE SOUTH 590 13' WEST 89.52 FEET TO STATION 58; THENCE
SOUTH 770 23' WEST 56.00 FEET TO STATION 59; THENCE NORTH 400 37' WEST 91.45
FEET TO STATION 60; THENCE .SOUTH 640 25' WEST 57.65 FEET TO STATION 61;* THENCE
NORTH 470 00, WEST 71.30 FEET TO STATION 62; THENCE NORTH 100 58' WEST 49.14
FEET TO STATION 63; THENCE SOUTH 780 3.8' WEST 56.85 FEET TO STATION 64; THENCE
NORTH 410 27' WEST 115.15• FEET TO STATION 65; THENCE NORTH 260 19' WEST 98.80
FEET TO STATION 66; THENCE NORTH 48° 16' WEST 61.20 FEET TO STATION 67; THENCE
SOUTH 380 07' WEST 88.82 FEET TO STATION 68; THENCE NORTH 780 25' WEST 73.70
Page 9 of 2 1 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMpANy
ORDER NO. 474373-Hjj
Amended-2
FEET TO STATION 69; THENCE NORTH 390 541 WEST 96-00 FEET TO STATION 70; THENCE
NORTH 010 021 WEST 122.20 FEET TO STATION 71; THENCE NORTH 24* 25' WEST 99.25
FEET TO STATION 72; THENCE NORTH 000 53 ' EAST 175.75 FEET TO STATION 73; THENCE
NORTH 350 311 WEST 110-00 FEET TO STATION 74; THENCE SOUTH 63* 06, WEST 85.30
FEET TO STATION 75; THENCE NORTH 770 47' WEST 64.90 FEET TO STATION 76; THENCE
NORTH 040 511 EAST 36-30 FEET TO STATION 77; THENCE NORTH 650 331 WEST 85.00
FEET TO STATION 78; THENCE NORTH 160 24' EAST 41.03 FEET TO STATION 79; THENCE
NORTH 170 251 WEST 44.80 FEET TO STATION 80; THENCE NORTH 780 22, WEST 58.30
FEET TO STATION 81; THENCE SOUTH 700 50' WEST 43.05 FEET TO STATION 82; THENCE
NORTH 340 411 WEST 35-55 FEET TO STATION 83; THENCE NORTH 72* 021 WEST 105.40
FEET TO STATION 84; THENCE NORTH 080 331 EAST 135-50 FEET TO STATION 85; THENCE
SOUTH 850 441 WEST 74-91 FEET TO STATION 86; THENCE SOUTH 730 231 WEST 82.41
FEET TO STATION 87; THENCE NORTH 460 37' WEST 54.64 FEET TO STATION 88; THENCE
NORTH 130 021 WEST 84.05 FEET TO STATION 89; THENCE NORTH 57* 121 EAST 56.30
FEET TO STATION 90; THENCE NORTH 090 581 EAST 93.91 FEET TO STATION 91; THENCE
NORTH 630 25, WEST 38.77 FEET TO STATION 92; THENCE SOUTH 63* 41' WEST' 132.27
FEET TO STATION 93; THENCE NORTH 870 551 WEST 82.60 FEET TO STATION 94; THENCE
SOUTH 830 571 WEST 64.50 FEET TO STATION 95; AT AN IRON PIPE DRIVEN IN THE
MIDDLE OF A CONCRETE BRIDGE IN THE CENTERLINE OF BEAR CREEK ROAD; THENCE LEAVING
THE SAID CENTERLINE OF RESERVOIR OR RUNDLE CREEK AND ALSO THE NORTHERLY LINE OF
SAID PARCEL CONVEYED TO ALMA COLLEGE, AND RUNNING IN A SOUTHERLY DIRECTION ALONG
THE CENTERLINE OF BEAR CREEK ROAD TO THE NORTHEASTERLY CORNER OF THAT CERTAINI
PARCEL OF LAND CONVEYED BY ALMA COLLEGE, A CORPORATION TO THE NOVITIATE OF LOS
GATOS, A CORPORATION, RECORDED AUGUST 6, 1940 IN BOOK 993, PAGE 450, OFFICIAL
RECORDS, SAID CORNER ALSO BEING IN THE DIVIDING LINE BETWEEN SECTIONS 5 AND 6,
HEREINAFTER REFERRED TO; THENCE SOUTH ALONG SAID DIVIDING LINE SOUTH 00 231 EAST
14.13 CHAINS TO A STATION NUMBER 1/48 WHERE A 411 X 411 STAKE AND IRON PIPE IS
SET; THENCE CONTINUING ALONG SAID DIVIDING LINE SOUTH 00 061 EAST 14.64 CHAINS
TO A POINT IN THE CENTERLINE OF COLLINS CREEK AT THE SOUTHWESTERLY CORNER OF
THAT CERTAIN PARCEL OF LAND CONVEYED TO JAMES L. FLOOD BY DEED RECORDED JUNE 19,
1895 IN BOOK 181 OF DEEDS, PAGE 532; THENCE ALONG THE SOUTHERLY LINE OF SAID
LAST MENTIONED PARCEL OF LAND BEING ALSO THE CENTERLINE OF COLLINS CREEK,
EASTERLY TO THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED NOVEMBER 22, 1937 IN BOOK 843, PAGE
569, OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF THIS STATE HIGHWAY AS
ESTABLISHED BY THE DEED ABOVE REFERRED To, THE FOLLOWING COURSES AND DISTANCES:
NORTH 650 441 50" EAST 218.09 FEET; NORTH 2* 08; 40" EAST, 580.45 FEET; NORTH
650 441 55- EAST, 422.02 FEET; NORTH 24.0 25' EAST 580.00 FEET; NORTH 80 02' WEST
391.19 FEET; AND NORTH 310 56, 101, EAST 40.00 FEET TO THE POINT OF BEGINNING AND
BEING A PORTION OF SECTION 32, TOWNSHIP 8 SOUTH, RANGE 1 WEST, AND A PORTION OF
SECTIONS 5 AND 6, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. AND M.
EXCEPTING FROM THE ABOVE DESCRIBED PARCEL ALL THAT PROPERTY LYING SOUTHWESTERLY
TO THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A. STATION NO. 26 IN THE CENTERLINE OF BEAR CREEK ROAD (FORMERLY
DOUGHERTY ROAD) AS SAID STATION IS DESIGNATED ON THE UNRECORDED MAP ENTITLED
"NO. 3 MAP SHOWING LINES, COURSES, DISTANCES, CORNERS AND MONUMENTS SET IN
SURVEY OF ALMA DALE THE PROPERTY OF JAS L. FLOOD SURVEYED IN JULY AND AUGUST
1
900 BY A.T. HERRMAN;
Page 10 of 21 Pages
ORT 3157-E
OLD REPUBLIC TITLE COMPANY
ORDER NO. 474373-HJJ
Amended-2
THENCE FROM SAID POINT OF BEGINNING SOUTHEASTERLY TO AN IRON PIPE TO BE SET AT
THE MOST WESTERLY CORNER OF AN EASEMENT FOR THE INSTALLATION, CONSTRUCTION,
MAINTENANCE AND REPAIR OR WATER PIPELINE AND PUMP STATION, SAID POINT BEING AT
THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE NORTH 250 34' 13" EAST 20.99 FEET
AS DESCRIBED IN THE GRANT OF EASEMENT RECORDED AUGUST 27, 1993 IN BOOK M969 AT
PAGE 931 OF OFFICIAL RECORDS.
THENCE ALONG THE SOUTHWESTERLY LINES OF SAID EASEMENT SOUTH 250 34' 13" EAST
20.99 FEET TO AN IRON PIPE TO BE SET AND SOUTH 660 59, 15" EAST 19.32 FEET TO AN
IRON PIPE TO BE SET:
THENCE LEAVING SAID EASEMENT LINE SOUTHEASTERLY TO AN IRON PIPE TO BE SET 20.00
FEET MORE OR LESS SOUTHWESTERLY FROM THE SOUTBWESTERLY EDGE OF A ROAD LOCATED
SOUTHWESTERLY 100.00 FEET MORE OR LESS FROM A SHORELINE OF A LAKE, SAID LAKE
BEING 400 FEET MORE OR LESS SOUTHWESTERLY OF THE BUILDINGS OF ALMA COLLEGE.
THENCE ON THE SOUTHEASTERLY PROLONGATION OF LAST DESCRIBED LINE TO THE
CENTERLINE OF COLLINS CREEK.
ALSO EXCEPTING THEREFROM ALL THE PETROLEIUM, NAPTHA, ASPHALTUM AND OTHER
SUBSTANCES CONTAINING OR PRODUCING OIL, AND ALL COAL, MINERAL AND MINERAL
SUBSTANCES, AND THE RIGHT, PRIVILAGE AND EASEMENT TO HAVE, TAKE AWAY AND REMOVE
TO THE USE AND BENEFIT OF T.G. MCLERAN, ET AL, AND THEIR HEIRS AND ASSIGNS ALL
THE SUBSTANCES AFORESAID, AND FOR THAT PURPOSE, FROM TIME TO TIME AND AT ALL
TIMES HEREAFTER TO ENTER UPON THE ABOVE DESCRIBED PREMISES WITH THEIR SERVANTS,
AGENTS, ASSOCIATES AND ASSISTANTS TO PROSPECT., SEARCH, DIG AND BORE FOR SAID
SUBSTANCES AND TO EXTRACT AND WORK THE SAME, AS CONVEYED TO T.G. MCLERAN, ET AL
BY INDENTURE RECORDED OCTOBER 19, 1865 IN BOOK U OF DEEDS, PAGE 220 OF OFFICIAL
RECORDS.
ASSESSOR'S PARCEL NO. 544-32-001 AND 544-33-001
544-32-1/544-33-1,2,2.01
Page 11 of 21 Pages
ORT 3157-E
Midpeninsula Regional Open Space District
Lexington,Reservoir
VountyPark V?
I "`"ti�� � .�'. '.r. _�� . ��\ /ti..�/l �,1\•. t ��r"-1.\\^-•^.
1
000
00
2001
- r
i� �- t `: � �• PATROL LICENSE
L• tee � �`=`�``�-_ r �` 1� � —.i
\Sierra Azula
pen,Sp�ace �f
1 - Preserve
R _ '
vl
2��U
LET 800
0.0 .1 .2 .3 .4 .S .6 .7 .8 .9 1.0
One Mile
1 r
EXHIBIT B to Lease and License 1/99
EXHIBIT "E"
RECORDING REQUESTED BY
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
330 Distel Circle
Los Altos, California 94022
AND WHEN RECORDED MAIL TO
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
330 Distel Circle
Los Altos, California 94022
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST SECURITY AGREEMENT FIXTURE FILING AND
ASSIGNMENT OF RENTS
THIS DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING AND
ASSIGNMENT OF RENTS (the"Deed of Trust")is made as of 1999,
by and among ARLIE LAND AND CATTLE COMPANY, an Oregon corporation("Trustor"),
whose address is 722 Country Club Road, Eugene, Oregon 97401; OLD REPUBLIC TITLE
COMPANY, a corporation, whose address is 1900 The Alameda, San Jose, California 95126
("Trustee"); and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District
formed pursuant to Section 3 of Chapter 3 of Division 5 of the California Public Resources Code
('Beneficiary"),whose address is 330 Distel Circle, Los Altos, California 94022.
THIS DEED OF TRUST is given, inter alia, for the purpose of securing the
Obligation(defined below) of Trustor.
FOR GOOD AND VALUABLE CONSIDERATION, including the Obligation
herein recited and the trust herein created,the receipt of which is hereby acknowledged,Trustor
hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER
OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and
conditions hereinafter set forth,the real property located in the County of Santa Clara, State of
California, more particularly described in Exhibit A attached hereto and by this reference
incorporated herein(the "Property");
TOGETHER WITH any and all buildings and improvements now or hereafter
erected on the Property including, without limitation fixtures,tenements,attachments,
appliances, equipment, building systems,machinery, and other articles now or hereafter attached
to said buildings and improvements (collectively,the "Improvements"), all of which shall be
deemed and construed to be a part of the Property;
- 1 -
Lower Property
MPOS\3 742 513 1 1 02 1.6
TOGETHER WITH all earnings, rents, issues, profits, revenue, royalties, income,
proceeds and other benefits, including without limitation prepaid rents and security deposits
(collectively, the "Rents and Profits") derived from any lease, sublease, license, franchise or
concession or other agreement now or hereafter affecting all or any portion of the Property or
Improvements or affecting the use or occupancy thereof,
TOGETHER WITH all interests, estates or other claims, both in law and in
equity, which Trustor now has or may hereafter acquire in the Property or the Improvements,
including without limitation all right, title and interest now owned or hereafter acquired by
Trustor in and to any greater estate in the Property or the Improvements;
TOGETHER WITH all easements, tenements, hereditaments, appurtenances,
rights-of-way and rights now owned or hereafter acquired by Trustor used or useful in
connection with the Property or as a means of access thereto, including,without limiting the
generality of the foregoing, all rights pursuant to any trackage agreement and all rights to the
nonexclusive use of common drive entries, all oil and gas and other hydrocarbons and all other
minerals and water and water rights and shares of stock evidencing the same;
TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and
to all leases, subleases, subtenancies, licenses, franchises,occupancy agreements and other
agreements covering the Property, the Improvements or any portion thereof now or hereafter
existing or entered into, and all right,title and interest of Trustor thereunder, including,without
limitation, all cash or security deposits, prepaid or advance rentals,and deposits or payments of
similar nature;
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter
acquired, in and to any land lying within the right-of-way of any street, open or proposed,
adjoining the Property, and any and all sidewalks,vaults,alleys and strips and gores of land
adjacent to or used in connection with the Property;
TOGETHER WITH all the estate, interest,right, title, other claim or demand,
both in law and in equity, including claims or demands with respect to the proceeds of insurance
in effect with respect to the Property,which Trustor now has or may hereafter acquire in the
Property or the Improvements, and any and all awards made for the taking by eminent domain,
or by any proceeding of purchase in lieu thereof, of the whole or any part of the Trust Estate(as
hereinafter defined), including, without limitation, any awards resulting from a change of grade
of streets and awards for severance damages.
All of the foregoing including the entire estate,property and interest hereby
conveyed to Trustee is sometimes collectively referred to herein as the "Trust Estate".,,
- 2 -
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MPOS\37425\311021.6
FOR THE PURPOSE OF SECURING:
(a) payment of indebtedness in the maximum principal amount of TEN
MILLION THREE HUNDRED THOUSAND DOLLARS ($10,300,000.00) (the "Obligation"),
as created and evidenced by Subsections 5.1.3 and 5.1.5 of that certain Agreement for Option
and Purchase of Real Property of even date herewith, executed by Trustor and Beneficiary ("the
Agreement").
(b) payment of all sums advanced by Beneficiary, its successor and assigns, or
Trustee to protect the Trust Estate, with interest thereon at the rate of ten percent (10%)per
annum (the"Default Rate") from and after the date of advance until repaid.
(c) performance of Subsections 5.1.3 and 5.1.5 of the Agreement; and
(d) compliance with and performance of each and every material provision of
any declaration of covenants, conditions and restrictions pertaining to the Trust Estate or any
portion thereof.
This Deed of Trust, only Subsections 5.1.3 and 5.1.5 of the Agreement, and any
other document or instrument executed by Trustor in connection with the Obligation which
expressly states that it is secured hereby shall be a "Payment Document". Notwithstanding
anything to the contrary in this Deed of Trust or any of the other Payment Documents,this Deed
of Trust does not and shall not secure any term,provision, covenant, condition, or obligation
under or arising out of the Agreement except the obligations of Trustor under Subsections 5.1.3
and 5.1.5 of the Agreement, and Trustor acknowledges and agrees that except for Subsections
5.1.3 and 5.1.5 of the Agreement none of the terms,provisions,covenants, conditions and
obligations under or arising out of the Agreement are secured by this Deed of Trust. As used
herein, the term"Obligation"shall include Trustor's obligations under Subsections 5.1.3 and
5.1.5 of the Agreement and all modifications, extensions, renewals and replacements of the
Obligation.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
HEREBY COVENANTS AND AGREES AS FOLLOWS:
ARTICLE 1
COVENANTS AND AGREEMENTS OF TRUSTOR
1.1 Payment of Secured Obligations. Trustor shall pay and perform when due the
Obligation;the principal of and interest on any future advances secured by this Deed of Trust;
and the principal of and interest on any other indebtedness as may be secured by this Deed of
Trust.
1.2 Required Insurance. Trustor shall at all times provide, maintain and keep in force
or cause to be provided, maintained and kept in force, at no expense to Trustee or Beneficiary,
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policies of insurance in commercially reasonable form and amounts, providing for deductibles,
and issued by responsible, properly licensed companies, associations or organizations covering
such casualties, risks, perils, liabilities and other hazards. Without limiting the foregoing,
Trustor shall maintain and keep in force a comprehensive general liability policy with respect to
occurrences at the Property having coverage of not less than ONE MILLION DOLLARS
($1,000,000.00) combined single limit.
1.3 Delivery of Policies. Payment of Premiums.
1.3.1 At Beneficiary's option, all policies of insurance required of Trustor
hereunder shall either have attached thereto a lender's loss payable endorsement for the benefit of
Beneficiary in form satisfactory to Beneficiary or shall name Beneficiary as an additional
insured. At Beneficiary's option Trustor shall furnish Beneficiary with an original or true and
correct copies of all policies of insurance required under Section 1.3, above or evidence of
insurance issued by the applicable insurance company for each required policy setting forth the
coverage, the limits of liability, the name of the carrier, the policy number and the period of
coverage and otherwise in form and substance satisfactory to Beneficiary. At least ten (10) days
prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence
reasonably satisfactory to Beneficiary of the payment of premium and the renewal or
replacement of such policy continuing insurance in form as required by this Deed of Trust. All
such policies shall contain a provision that, notwithstanding any contrary agreement between
Trustor and the insurance company, such policies will not be cancelled, allowed to lapse without
renewal, surrendered or materially amended, which term shall include any reduction in the scope
or limits of coverage, without at least ten (10) days' prior written notice to Beneficiary.
1.3.2 In the event Trustor fails to provide,maintain, keep in force or deliver to
Beneficiary the policies of insurance required by this Deed of Trust or by any Payment
Document, Beneficiary may (but shall have no obligation to)procure such insurance or single-
interest insurance for such risks covering Beneficiary's interest, and Trustor will pay all
premiums thereon and reimburse Beneficiary for all amounts paid or incurred by it in connection
therewith promptly upon demand by Beneficiary, and until such payment is made by Trustor, the
amount of all such premiums shall be added to the principal amount of the Obligation and shall
bear interest at the Default Rate.
1.4 Assignment of Policies Upon Foreclosure. In the event of foreclosure of this
Deed of Trust or other transfer of title or assignment of the Trust Estate in extinguishment, in
whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and to all
proceeds and benefits of policies of insurance required by Section 1.3 hereof with respect to any
casualty occurring prior to the date of such foreclosure or other transfer of title or assignment
shall inure to the benefit of and pass to the successor in interest to Trustor or the purchaser or
grantee of the Trust Estate.
1.5 Indemnification; Subrogation; Waiver of Offset.
1.5.1 If Beneficiary is made a parry to any litigation(not covered by the
indemnity contained in Subsection 5.1.10 of the Agreement) concerning the Obligation, this
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Deed of Trust, any of the other Payment Documents, the Trust Estate or any part thereof or
interest therein, or the occupancy of the Trust Estate by Trustor, then Trustor shall indemnify,
defend and hold Beneficiary harmless from all costs, expenses, losses, damages,judgments, and
liability by reason of such litigation, including reasonable attorneys' fees and expenses incurred
by Beneficiary as a result of any such litigation, whether or not any such litigation is prosecuted
to judgment. Beneficiary may employ an attorney or attorneys selected by it to protect its rights
hereunder, and Trustor shall pay to Beneficiary reasonable attorneys' fees and costs incurred by
Beneficiary, whether or not an action is actually commenced against Trustor by reason of its
breach.
1.5.2 Trustor waives any and all right to claim or recover against Beneficiary,
Trustee, or their respective officers, directors, employees, agents and representatives, for loss of
or damage to Trustor, the Trust Estate, Trustor's property or the property of others under
Trustor's control from any cause insured against or required to be insured against by the
provisions of this Deed of Trust.
1.5.3 All sums payable by Trustor pursuant to this Deed of Trust or the Payment
Agreement shall be paid without notice, demand, counterclaim, setoff, deduction or defense and
without abatement, suspension, deferment, diminution or reduction, and the obligations and
liabilities of Trustor hereunder shall in no way be released, discharged or otherwise affected
(except as expressly provided herein) by reason of. (a)any damage to or destruction of or any
condemnation or similar taking of the Trust Estate or any part thereof; (b) any restriction or
prevention of or interference by any third party with any use of the Trust Estate or any part
thereof; (c) any title defect or encumbrance or any eviction from the Property or Improvements
or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating
to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of
Beneficiary, or by any court, in any such proceeding; (e) any claim which Trustor has or might
have against Beneficiary; or(f) any default or failure on the part of Beneficiary to perform or
comply with any of the terms hereof or of any other agreement with Trustor. Except as expressly
provided herein,Trustor waives all rights now or hereafter conferred by statute or otherwise to
any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and
payable by Trustor.
1.6 Actions Affecting Trust Estate. Trustor shall promptly give Beneficiary written
notice of and shall appear in and contest any action or proceeding purporting to affect the Trust
Estate or the security hereof or the rights or powers of Beneficiary or Trustee; and shall pay all
costs and expenses, including the cost of evidence of title and attorneys' fees, in any such action
or proceeding in which Beneficiary or Trustee may appear.
1.7 Actions By Trustee or Beneficiary to Preserve Trust Estate. If Trustor fails to
make any payment or to do any act as and in the manner provided in any of the Payment
Documents, Beneficiary and/or Trustee, each in its own discretion,without obligation so to do,
without releasing Trustor from any obligation, and without notice to or demand upon Trustor,
may make or do the same in such manner and to such extent as either may deem necessary to
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protect the security hereof. In connection therewith (without limiting their general powers,
whether conferred herein, in any other Payment Documents or by law), Beneficiary and Trustee
shall have and are hereby given the right, but not the obligation, (a) to enter upon and take
possession of the Trust Estate; (b)to make additions, alterations, repairs and improvements to the
Trust Estate which they or either of them may consider necessary or proper to keep the Trust
Estate in good condition and repair; (c) to appear and participate in any action or proceeding
affecting or which may affect the security hereof or the rights or powers of Beneficiary or
Trustee; (d)to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or
debt which in the judgment of either may affect or appears to affect the security of this Deed of
Trust or be prior or superior hereto; and (e) in exercising such powers, to pay necessary
expenses, including attorneys' fees and costs or other necessary or desirable consultants. Trustor
shall, immediately upon demand therefor by Beneficiary and Trustee or either of them,pay to
Beneficiary and Trustee an amount equal to all respective costs and expenses incurred by such
party in connection with the exercise of the foregoing rights, including,without limitation,costs
of evidence of title, court costs, appraisals, surveys and receiver's,trustee's and attorneys' fees,
together with interest thereon from the date of such expenditures at the Default Rate.
1.8 Transfer of Trust Estate by Trustor. Trustor agrees that, in the event of any
Transfer(defined below) of the Trust Estate or any portion thereof or interest therein without the
prior written consent of Beneficiary, such Transfer shall constitute an Event of Default hereunder
without need for notice or an opportunity to cure and Beneficiary shall have the absolute right at
its option, without prior demand or notice, to declare all sums secured hereby immediately due
and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to
require consent to future or successive transactions. Beneficiary may grant or deny such consent
in its sole discretion and, if consent should be given, any such Transfer shall be subject to this
Deed of Trust, and any such transferee shall assume all obligations hereunder and agree to be
bound by all provisions contained herein. Such assumption shall not, however,release Trustor
or any maker or guarantor of the Obligation from any liability thereunder without the prior
written consent of Beneficiary. As used herein,the term"Transfer"includes the direct or
indirect sale,transfer, conveyance, assignment, mortgage, encumbrance, hypothecation or other
alienation of the Trust Estate, or any portion thereof or interest therein,whether voluntary,
involuntary, by operation of law or otherwise, the execution of any installment land sale contract,
sales agreement or similar instrument affecting all or a portion of the Trust Estate, granting of an
option to purchase any portion of or interest in the Trust Estate,the creation of a lien or other
encumbrance on the Trust Estate or any part thereof or interest therein,or the lease of all or
substantially all of the Trust Estate other than a lease to Beneficiary. "Transfer" shall also
include the direct or indirect transfer, assignment,hypothecation or conveyance of legal or
beneficial ownership of(a) if Trustor is a partnership, (i) any partnership interest in Trustor, (ii)
any partnership interest in any general partner in Trustor that is a partnership, (iii) an aggregate
of twenty-five percent(25%)or more of the stock of any corporation which is a general partner
in Trustor or the beneficial interest in any other legal entity which is a general partner(whether
in one transaction or a series of transactions); or(b) if Trustor is a corporation,twenty-five
percent (25%)or more of the stock of Trustor(whether in one transaction or in a series of
transactions). Notwithstanding anything to the contrary in this Section 1.8,"Transfer"shall not
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include any conveyance, assignment or other transfer to a Permitted Seller Assignee (as defined
in Subsection 6.9.5.2 of the Agreement) in compliance with Subsection 6.9.5 of the Agreement.
1.9 Survival of Warranties. All representations, warranties and covenants of Trustor
contained in the Payment Documents or incorporated by reference therein, shall survive the
execution and delivery of this Deed of Trust and shall remain continuing obligations, warranties
and representations of Trustor so long as any portion of the obligations secured by this Deed of
Trust remains outstanding.
1.10 Additional Security. No other security now existing, or hereafter taken,to secure
the obligations secured hereby shall be impaired or affected by the execution of this Deed of
Trust and all additional security shall be taken, considered and held as cumulative. The taking of
additional security, execution of partial releases of the security, or any extension of the time of
payment of the indebtedness shall not diminish the force, effect or lien of this Deed of Trust and
shall not affect or impair the liability of any maker,surety or endorser for the payment of said
indebtedness. In the event Beneficiary at any time holds additional security for any of the
obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at
its option, either before, concurrently, or after a sale is made hereunder.
1.11 Appointment of Successor Trustee. Beneficiary may, from time to time, by a
written instrument executed and acknowledged by Beneficiary, mailed to Trustor and recorded in
the county in which the Trust Estate is located and by otherwise complying with the provisions
of applicable law, substitute a successor or successors to any Trustee named herein or acting
hereunder. Such successor shall, without conveyance from the Trustee predecessor, succeed to
all title, estate, rights,powers and duties of said predecessor.
1.12 Successors and Assigns. This Deed of Trust applies to, inures to the benefit of
and binds all parties hereto,their heirs, legatees, devisees, administrators, executors, successors
and assigns. The term "Beneficiary" shall mean the owner and holder of the Obligation,whether
or not named as Beneficiary herein. In exercising any rights hereunder or taking any actions
provided for herein, Beneficiary may act through its employees, agents, independent contractors
and other representatives authorized by Beneficiary.
1.13 Inspections. Beneficiary and its agents,representatives and other designees are
authorized to enter at any reasonable time upon or in any part of the Trust Estate for the purpose
of inspecting the same and for the purpose of performing any of the acts it is authorized to
perform hereunder or under the terms of any of the other Payment Documents. Without limiting
the generality of the foregoing, Trustor agrees that Beneficiary will have the same right,power
and authority to enter and inspect the Trust Estate as is granted to a secured lender under Section
2929.5 of the California Civil Code, and that Beneficiary will have the right to appoint a receiver
to enforce this right to enter and inspect the Trust Estate to the extent such authority is'provided
under California law, including the authority given to a secured lender under Section 564(c)of
the California Code of Civil Procedure.
1.14 Liens. Trustor shall pay and promptly discharge, at Trustor's cost and expense, all
liens, encumbrances and charges upon the Trust Estate, or any part thereof or interest therein at
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the time or times the same shall be due. If Trustor shall fail to timely remove and discharge any
such lien, encumbrance or charge, then, in addition to any other right or remedy of Beneficiary,
Beneficiary may, but shall not be obligated to, discharge the same, either by paying the amount
claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by
depositing in a court a bond or the amount claimed or otherwise giving security for such claim,
or by procuring such discharge in such manner as is or may be prescribed by law. Trustor shall,
immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all
costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the
foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon
from the date of such expenditure at the Default Rate.
1.15 Trustee's Powers. At any time, or from time to time, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this Deed of Trust and
the Obligation secured hereby for endorsement, and without affecting the personal liability of
any person for payment of the indebtedness secured hereby or the effect of this Deed of Trust
upon the remainder of said Trust Estate, Trustee may (a) reconvey any part of said Trust Estate,
(b) consent in writing to the making of any map or plat thereof, (c)join in granting any easement
thereon, or(d)join in any extension agreement or any agreement subordinating the lien or charge
hereof.
1.16 Beneficiary's Powers. Without affecting the liability of any other person liable for
the payment of any obligation herein mentioned, and without affecting the lien or charge of this
Deed of Trust upon any portion of the Trust Estate not then or theretofore released as security for
the full amount of all unpaid obligations, Beneficiary may, from time to time and without notice
(a) release any person so liable, (b) extend the maturity or alter any of the terms of any such
obligation, (c)grant other indulgences, (d) release or reconvey, or cause to be released or
reconveyed at any time at Beneficiary's option any parcel,portion or all of the Trust Estate, (e)
take or release any other or additional security for any obligation herein mentioned, or(f) make
compositions or other arrangements with debtors in relation thereto.
1.17 Leasehold.
1.17.1 If any part of the Trust Estate consists of a leasehold estate: (a) Trustor
will: (i)pay the rent reserved by such lease creating such leasehold estate and all other monetary
obligations thereunder as the same become due and payable; (ii)promptly perform and observe
all of the covenants, agreements, obligations and conditions required to be performed and
observed by Trustor as the tenant under such lease, and do all things necessary to preserve and
keep unimpaired its rights thereunder; (iii)promptly notify Beneficiary in writing of the
commencement of a proceeding under the federal bankruptcy laws by or against Trustor or the
landlord under such lease; (iv) if any of the indebtedness secured hereby remains unpaid at the
time when notice may be given by Trustor as the tenant under such lease of the exercise of any
right to renew or extend the term of such lease,promptly give notice to the Landlord of the
exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the
Property or any part thereof are deposited with any person other than Beneficiary pursuant to the
requirements of such lease, promptly notify Beneficiary in writing of the name and address of the
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person with whom such-proceeds have been deposited and the amount so deposited; and (vi)
promptly notify Beneficiary in writing of any request made by either party to such lease to the
other party thereto for arbitration or appraisal proceedings pursuant to such lease, and of the
institution of any arbitration or appraisal proceedings and promptly deliver to Beneficiary a copy
of the determination of the arbitrators or appraisers in each such proceeding; and (b) Trustor will
not surrender such lease or Trustor's leasehold estate and interest therein, nor terminate or cancel
such lease; and will not, without prior written consent of Beneficiary, modify, change,
supplement alter or amend such lease, either orally or in writing, and as further security for the
repayment of the indebtedness secured hereby and for the performance of the covenants,
agreements, obligations and conditions herein and in such lease contained, Trustor hereby
assigns to Beneficiary all of its rights, privileges and prerogatives as tenant under such lease to
terminate, cancel, modify, change, supplement, alter or amend such lease and any such
termination, cancellation, modification, change, supplement, alteration or amendment of such
lease, without the prior written consent thereto by Beneficiary shall be void and of no force and
effect.
1.17.2 Without limiting the generality of the foregoing, Trustor will not reject
such lease pursuant to 11 U.S.C. Section 365(a) or any successor law, or allow such lease to be
deemed rejected by inaction and lapse of time, and will not elect to treat such lease as terminated
by the Landlord's rejection of such lease pursuant to 11 U.S.C. Section 365(h)(1)or any
successor law, and as further security for the repayment of the indebtedness secured hereby and
for the performance of the covenants, agreements, obligations and conditions herein and in such
lease contained, Trustor hereby assigns to Beneficiary all rights, privileges and prerogatives of
Trustor, Trustor's bankruptcy trustee, and Trustor in the capacity of a debtor-in-possession,to
deal with such lease, or otherwise exercise any rights or remedies with respect thereto, which
right may arise as a result of the commencement of a proceeding under the federal bankruptcy
laws by or against Trustor or Landlord under such lease, including, without limitation,the right
to assume or reject, or to compel the assumption or rejection of such lease pursuant to 11 U.S.C.
Section 365(a)or any successor law,the right to seek and obtain extensions of time to assume or
reject such lease,the right to elect whether to treat such lease as terminated by the Landlord's
rejection of such lease or to remain in possession of the Property and offset damages pursuant to
11 U.S.C. Section 365(h)(1) or any successor law; and any exercise of such rights, privileges or
prerogatives by Trustor, Trustor's bankruptcy trustee, or Trustor in the capacity of a debtor-in-
possession, without the prior written consent thereto by Beneficiary shall be void and of no force
and effect. As further security for Beneficiary, Trustor hereby agrees to deposit with Beneficiary
a duplicate original of such lease and all supplements thereto and amendments thereof, to be
retained by Beneficiary until the indebtedness secured hereby is fully paid. So long as there is no
breach of or default under any of the covenants, agreements, obligations and conditions herein
contained to be performed by Trustor, or in the performance by Trustor of any of the covenants,
agreements, obligations and conditions in such lease to be performed by Trustor as the tenant
thereunder, Beneficiary shall have no right to terminate, cancel, modify, change, supplement,
alter or amend such lease. No release or forbearance of any of Trustor's obligations as the tenant
under such lease, whether pursuant to such lease or otherwise, shall release Trustor from any of
its obligations under this Deed of Trust, including, but not limited to, Trustor's obligations with
respect to the payment of rent as provided for in such lease and the observance and performance
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of all of the covenants, agreements, obligations and conditions contained in such lease to be
observed and performed by the Tenant thereunder. Unless Beneficiary shall otherwise expressly
consent in writing, the fee title to the property demised by such lease and such leasehold estate
thereunder shall not merge, but shall always remain separate and distinct, notwithstanding the
union of such estates either in the Trustor or in a third party by purchase or otherwise.
1.18 Indemnity. In addition to any other indemnities in favor of Beneficiary in this
Deed of Trust, Trustor hereby agrees to indemnify, defend and hold harmless Beneficiary and its
officers, directors and employees from and against any and all losses, liabilities, suits,
obligations, fines, damages, penalties, claims, costs, charges and expenses, including reasonable
attorneys' fees and disbursements, which may be imposed upon, suffered, incurred or asserted
against Beneficiary or its officers, directors or employees by reason of any of the following: (a)
the construction of any improvements on the Property by, on behalf of, or at the request of
Trustor or any of its officers, directors,employees, agents, servants,contractors,tenants,
subtenants, licensees or invitees, (b)any capital improvements, other work or things done in, on
or about the Property or any part thereof, by, on behalf of, or at the request of Trustor or any of
its officers, directors, employees, agents, servants, contractors,tenants, subtenants, licensees or
invitees, (c) any use, nonuse, misuse, possession, occupation, alteration, operation, maintenance
or management of the Property or any part thereof or any street, drive, sidewalk, curb,
passageway or space comprising a part thereof or adjacent thereto by, on behalf of, or at the
request of Trustor or any of its officers, directors, employees, agents, servants, contractors,
tenants, subtenants, licensees or invitees, (d) any negligence or willful act or omission by, on
behalf of, or at the request of Trustor or any of its officers, directors, employees, agents, servants,
contractors,tenants, subtenants, licensees or invitees, (e)any accident, injury (including death)
or damage to any person or property occurring in, on or about the Property or Improvements or
any part thereof(f) any lien or claim against the Trust Estate or any part thereof by, on behalf of,
or at the request of Trustor or any of its officers, directors, employees, agents, servants,
contractors,tenants, subtenants, licensees or invitees, or any liability asserted against Beneficiary
with respect thereto, (g) any tax attributable to the execution,delivery, filing or recording of this
Deed of Trust or any of the other Payment Documents, (h) any contest due to Trustor's actions or
failure to act, permitted pursuant to the provisions of this Deed of Trust, (i) any default with
respect to the Obligation or under this Deed of Trust, or 0)any claim by or liability to any
contractor, subcontractor or materials supplier performing work or providing materials,by,on
behalf, or at the request of Trustor or any of its officers,directors,employees,agents, servants,
contractors, tenants, subtenants, licensees or invitees.
ARTICLE 2
REPRESENTATIONS WARRANTIES AND COVENANTS OF TRUSTOR
2.1 Representations, Warranties and Covenants. Trustor hereby represents,warrants
and covenants that:
2.1.1 Trustor is the lawful owner of good and marketable fee simple title to the
Property and has good right and authority to grant, bargain, sell, convey, transfer, and assign the
Property or, if this Deed of Trust secures a leasehold estate, Trustor is the owner of the tenant's
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interest under the Tenant Leases (defined below)and the holder of the estate thereunder, and is
the owner of the Improvements hereby secured, and has good right to grant, bargain, sell,
convey, transfer, and assign the same as security under this Deed of Trust. If any part of the
Property is a leasehold estate, the lease creating such leasehold estate is in full force and effect
and is unmodified and no event of default has occurred thereunder;
2.1.2 Trustor will warrant and forever defend the title to the Property against
the claims of all persons whomsoever claiming the same or any part thereof, and this warranty of
title shall only survive the foreclosure of this Deed of Trust and shall inure to the benefit of and
be enforceable only by Beneficiary if Beneficiary acquires title to the Property pursuant to
foreclosure;
2.1.3 Trustor is now able to meet its debts as they mature,the fair market value
of its assets exceeds its liabilities, no bankruptcy or insolvency proceedings are pending or
contemplated by or against Trustor, no assignment to creditors has been made by Trustor and no
portion of Trustor's assets are presently subject to any attachment, execution or judicial seizure,
and Trustor covenants immediately to provide notice to Beneficiary in the event that any change
in any of the circumstances described in this sentence should occur;
2.1.4 Trustor is duly organized, validly existing and in good standing under the
laws of the state of its organization and is qualified and authorized to do business in the state
where the Property is located, and has full power and authority to own its property,to carry on its
business as presently being conducted and as contemplated to be conducted hereunder and to
execute, deliver and perform its obligations under this Deed of Trust and the other Payment
Documents; the person(s) executing this Deed of Trust and the other Payment Documents on
behalf of Trustor have been duly authorized to execute and deliver this Deed of Trust and the
other Payment Documents on behalf of Trustor; this Deed of Trust and the other Payment
Documents constitute legally valid and binding obligations of Trustor enforceable in accordance
with their terms; and the execution, delivery and performance of this Deed of Trust and the other
Payment Documents by the Trustor will not conflict with, or constitute a breach of, or default
under, the Trustor's governing instruments or any indenture,mortgage, deed of trust, note, lease,
commitment, agreement or other instrument or obligation to which Trustor is a party or by which
Trustor or its properties is bound;
2.1.5 To Trustor's knowledge, other than the Pending Action(as defined in the
Agreement), there are no actions, suits or proceedings served upon Trustor, or to the knowledge
of Trustor threatened in writing against Trustor, involving the Trust Estate or any part thereof;
and
2.1.6 Trustor is not in default under the terms of any instrument evidencing or
securing any indebtedness of the Trustor and there has occurred no event which would, if
incurred or uncorrected, constitute a default under any such instrument with the giving of notice,
passage of time or both.
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ARTICLE 3
ASSIGNMENT OF RENTS AND PROFITS: LEASES
3.1 Assignment of Rents and Profits. The assignment of Rents and Profits set forth
hereinabove shall be fully operative without any further action on the part of either party.
Notwithstanding that Trustor has made a present, absolute and executed assignment of the Rents
and Profits to Beneficiary, Beneficiary hereby grants a revocable license (the "License") to
Trustor to collect, apply and retain the Rents and Profits of the Property and Improvements as
they become due and payable and to hold the rent security deposits, so long as Trustor is not in
default with respect to the Obligation or under this Deed of Trust or any of the other Payment
Documents. The License given to Trustor hereunder to collect, apply and retain such Rents and
Profits shall be automatically revoked and terminated, without notice or demand of any kind,
upon and after the occurrence of any Event of Default hereunder. Notwithstanding the
foregoing, in the event that Beneficiary is required by any provision of law to give Trustor notice
or to make a demand to terminate the License or to enforce the assignment granted by Trustor to
Beneficiary hereunder, such notice, if not otherwise given by Beneficiary in such other manner
as may be permitted or required by applicable law, shall be deemed to have been given by
Beneficiary and actually received by Trustor when Beneficiary sends to Trustor, in the manner
set forth in Section 5.4 hereof, a written notice of default or demand for payment of the amount
in default whether or not such notice or demand specifically refers to or contains a termination of
the License. Trustor shall immediately turn over to Beneficiary upon receipt or collection any
Rents and Profits collected or received by Trustor after the termination of said License or after
default by Trustor with respect to the Obligation or under this Deed of Trust or any of the other
Payment Documents. Any such Rents and Profits not turned over by Trustor to Beneficiary as
required hereby shall be held by Trustor in trust for Beneficiary.
3.1.1 Entry; Possession; Receiver. After the occurrence of any Event of
Default, Beneficiary, either in person, by agent, or by receiver to be appointed by the court, and
without regard to the adequacy of any security for the indebtedness hereby secured may,in the
sole discretion of Beneficiary and without regard to the adequacy of its security: (i) use and
possess,without rental or charge, the personal property of Trustor located on the Property or in
the Improvements and used in the operation or occupancy thereof; (ii) apply the Rents and
Profits, and any sums recovered by Beneficiary on account thereof, less costs and expenses of
operation and collection including reasonable attorneys' fees, upon any indebtedness secured
hereby and in such order as Beneficiary may determine (except for such application,Beneficiary
shall not be liable to any person for the collection or non-collection of any rents, income,issues
or profits, nor for failure to assert or enforce any of the foregoing rights); (iii)take possession of
the Property and Improvements and manage and operate the same and Trustor's business thereon,
and take possession of and use all books of accounts and financial records of Trustor and its
property managers or representatives relating to the Property and Improvements; (iv). execute
new leases of any part of the Property and Improvements, including leases that extend beyond
the term of this Deed of Trust, and cancel or alter any existing leases; (v) sign the naive of
Trustor and bind Trustor on all papers and documents relating to the operation, leasing and
maintenance of the Property or Improvements; (vi) demand payment from Trustor of all Rents
and Profits collected by Trustor from the date of the default, which Rents and Profits shall, from
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and after the occurrence of such default, be deemed held by Trustor in trust for Beneficiary; (vii)
demand, receive, and sue for payment of Rents and Profits directly from Trustor's tenants,
including serving notice upon any or all tenants for the payment directly to Beneficiary of all
rents and other monetary obligations owing under such tenants' leases; (viii) bring an action
against Trustor for turnover of Rents and Profits collected by Trustor after Trustor's default with
respect to the Obligation or under this Deed of Trust or any of the other Payment Documents;
(ix) to bring an action against Trustor to obtain the appointment of a receiver to collect and pay
over to Beneficiary the Rents and Profits from the Property; and/or (x) take any and all other
actions with respect to the Property and the Rents and Profits as may be permitted under or
authorized by applicable law or any of the Payment Documents. Beneficiary may, in its sole and
absolute discretion, seek the appointment of a receiver solely to collect the Rents and Profits
from the Property, or may seek the appointment of a receiver to operate the Property and collect
the Rents and Profits. Trustor hereby stipulates to the Court appointing a receiver its consent to
such appointment, if at the time of Beneficiary's request Trustor is in default hereunder, or with
respect to the Obligation, or under the Deed of Trust or any of the other Payment Documents.
The entering upon and taking possession of the Property, the collection of any Rents and Profits,
the doing of other acts herein authorized and the application thereof as aforesaid shall not cure or
waive any default or notice of default hereunder or invalidate any act done pursuant to such
notice. Nothing herein contained shall be construed as constituting Beneficiary a mortgagee in
possession in the absence of the actual taking of possession of the Property by the Beneficiary or
as constituting an action, rendering any of Trustor's obligations to Beneficiary unenforceable, in
violation of any of the provisions of Section 726 of the California Code of Civil Procedure, or
otherwise limiting any rights available to Beneficiary. Without limiting the foregoing,
Beneficiary shall have the rights and remedies contained in Section 2938 of the California Civil
Code, as amended or modified from time to time. The collection of such Rents and Profits,or the
entering upon and taking possession of the Trust Estate, or the application thereof as aforesaid,
shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act
done in response to such Event of Default or pursuant to such notice of default.
3.2 Leases Affectingthe e Property.
3.2.1 Trustor warrants, represents and covenants as to each lease between
Trustor and any tenant now or hereafter affecting all or any part of the Property or
Improvements,(each, a "Tenant Lease")that(i)no Tenant Lease grants to the Tenant thereunder,
or anyone else, an option to purchase all or any part of the Property or Improvements or any right
of first refusal with respect thereto; and (ii)Trustor has full right, power and authority to assign
the Tenant Leases and the Rents and Profits.
3.2.2 The assignment of leases set forth hereinabove shall not be deemed to
impose upon the Beneficiary any of the obligations or duties of the Trustor provided in any such
Tenant Lease (including,without limitation, any liability under the covenant of quiet ehjoyment
contained in any Tenant Lease). If requested by Beneficiary, shall furnish promptly to
Beneficiary original or certified copies of all Tenant Leases now existing or hereafter created.
Trustor shall not accept payment of rent more than one (1)month in advance without the prior
written consent of Beneficiary.
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3.2.3 With respect to the assignment of leases hereinabove set forth, Trustor
shall, from time to time upon request of Beneficiary, specifically assign to Beneficiary, by an
instrument in writing in such form as may be approved by the Beneficiary, all right, title and
interest of Trustor in and to any and all Tenant Leases now or hereafter of or affecting the
Property or Improvements, together with all security therefor and all monies payable thereunder,
subject to the conditional License hereinabove given to Trustor to collect the rents under any
such Tenant Leases. Trustor shall also execute and deliver to Beneficiary any notification,
financing statement or other document reasonably required by Beneficiary to perfect the
foregoing assignment as to any such Tenant Leases. Beneficiary shall have the right, at any time
and from time to time, to notify any tenant of the rights of Beneficiary as provided in the
assignment by Trustor to Beneficiary of all Tenant Leases or to the rents, issues, profits,
earnings, income and other benefits therefrom and from the Property.
3.2.4 In the event of any default by Trustor with respect to the Obligation or the
occurrence of any Event of Default under any of the other Payment Documents and the
institution by Beneficiary of any foreclosure, receivership or other proceeding for the
enforcement of Beneficiary's rights or remedies under this Deed of Trust, Beneficiary may elect
at any time prior to consummation of a foreclosure sale of the Property, and the purchaser at such
foreclosure sale(including Beneficiary)may elect at any time within thirty(30)days following
the consummation of such foreclosure sale,to declare any or all Tenant Leases to be prior and
superior to the lien of this Deed of Trust and to recognize the rights of the Tenant(s)thereunder,
in which event such Tenant Lease(s)shall survive such foreclosure sale and shall be and remain
in full force and effect, and the Tenant(s)thereunder shall be obligated to attorn to Beneficiary or
such purchaser and to execute and deliver such instruments of attornment as Beneficiary or such
purchaser shall require. Any such election shall be in the sole discretion of Beneficiary or such
purchaser, and shall be evidenced by written notice from Beneficiary to Trustor and/or to the
applicable Tenant(s)delivered either prior to or within thirty (30)days following such
foreclosure sale,by a statement of such election contained in the notice of the foreclosure sale,
and/or by announcement at such foreclosure sale.
ARTICLE 4
EVENTS OF DEFAULT,• REMEDIES
4.1 Events of Default. The occurrence of any of the following events shall be a
material breach of and default under this Deed of Trust(each, an "Event of Default"):
4.1.1 Upon written notice from Beneficiary to Trustor(except for the
occurrence of any event described in Section 4.1.1(a) or Sections 4.1.1(d) through(i)hereof,
inclusive, in which case no notice shall be required) and, in the case of the event described in
Section 4.1.1(b)hereof,the expiration of the cure period provided in Section 4.1.2 hereof,the
occurrence of one or more of the following shall constitute an Event of Default under this Deed
of Trust:
(a) failure to pay or perform the Obligation as and when required by
Subsections 5.1.3 and 5.1.5 of the Agreement, after the expiration of any cure period as may be
provided in the Agreement;
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(b) failure to comply with, perform or observe any of the obligations
or covenants made by Trustor in this Deed of Trust (other than the failure to pay and perform the
Obligation as and when required by Subsections 5.1.3 and 5.1.5 of the Agreement and other than
a default under Section 1.11 of this Deed of Trust);
(c) the breach in any material respect of any representation or
warranty made by Trustor hereunder;
(d) Beneficiary fails to have a legal, valid, binding, and enforceable
second (2"d)priority (second only to the Hong Kong Metro Deed of Trust referred to in the
Agreement) lien against the Trust Estate reasonably acceptable to Beneficiary;
(e) the commencement by any partner in Trustor of any action or
proceeding which seeks as one of its remedies the dissolution of Trustor or any partner in
Trustor;
(f) if any Governmental Authority, or any court at the instance
thereof, shall assume control over the affairs or operations of,or a receiver or trustee shall be
appointed over or of any substantial part of, or a writ or order of attachment or garnishment shall
be issued or made against any substantial part of the property of Trustor or any guarantor of the
Obligation;
(g) if Trustor or any guarantor of the Obligation shall admit in writing
its inability to pay its debts when due, or shall make an assignment for the benefit of creditors; or
Trustor or any such guarantor shall apply for or consent to the appointment of any receiver,
trustee or similar officer for Trustor or any such guarantor, as the case may be, or for all or any
substantial part of their respective property; or Trustor or any such guarantor shall institute(by
petition, application, answer, consent or otherwise)any bankruptcy, insolvency,reorganization,
arrangement, readjustment of debts, dissolution, liquidation, or similar proceedings relating to
Trustor or any such guarantor, as the case may be, or under the laws of any jurisdiction;
(h) if a receiver,trustee or similar officer shall be appointed for
Trustor or any such guarantor of the Obligation and for all or any substantial part of their
respective property without the application or consent of Trustor or any such guarantor, as the
case may be, and such appointment shall continue undischarged for a period of forty-five(45)
days (whether or not consecutive); or any bankruptcy,insolvency,reorganization, arrangements,
readjustment of debt, dissolution, liquidation or similar proceedings shall be instituted(by
petition, application or otherwise) against Trustor or any such guarantor and shall remain
undismissed for a period of forty-five (45) days (whether or not consecutive); or
(i) any Transfer(as defined in Section 1.8 hereof)without the prior
written consent of Beneficiary.
4.1.2 Only the defaults set forth in Sections 4.1.1(b) and(c)hereof are
potentially curable and shall be deemed cured, if-
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(a) Trustor commences to cure said default within fifteen (15) days of
receipt of Beneficiary's notice of default and diligently proceeds to cure the same; and
(b) Trustor cures such default within thirty (30) days after receipt of
Beneficiary's notice provided that if such default is curable but more than thirty (30) days are
reasonably required to cure such default, Trustor shall not be deemed in default hereunder if
(i) Trustor commences to cure such default promptly within the fifteen(15) day period referred
to in (a), above, and proceeds diligently and continuously thereafter to cure such default and
actually cures the same within a reasonable time, and (ii)the security of Beneficiary is not
adversely affected by such delay.
4.1.3 All notice and cure periods provided herein or in any other Payment
Document shall run concurrently with any notice or cure periods provided by applicable law.
4.2 Acceleration Upon Default, Additional Remedies. Upon the occurrence of an
Event of Default, Beneficiary may, at its sole option, declare all indebtedness secured hereby to
be immediately due and payable without any presentment, demand, protest or notice of any kind.
Thereafter Beneficiary may:
4.2.1 Either in person or by agent,with or without bringing any action or
proceeding, or by a receiver appointed by a court and without regard to the adequacy of its
security, enter upon and take possession of the Trust Estate, or any part thereof, in its own name
or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the
value, marketability or rentability of the Trust Estate, including, without limitation(a)taking
possession of Trustor's books and records, (b) completing the construction of any incomplete
Improvements, (c) maintaining or repairing the Improvements or the Property, (d) increasing the
income from the Project, with or without taking possession of the Trust Estate, (e)entering into,
modifying,or enforcing Leases, (f) suing for or otherwise collecting the Rents or other amounts
owing to Trustor, including those past due and unpaid, and(g) applying the same, less costs and
expenses of operation and collection including,without limitation, attorneys' fees, upon any
indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon
and taking possession of the Trust Estate,the collection of such Rents and the application thereof
as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder;
4.2.2 Elect in Beneficiary's sole discretion to cause the Trust Estate or any part
thereof to be sold under the power of sale herein granted in any manner permitted by applicable
law or to commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver,
or specifically enforce any of the covenants hereof,
4.2.3 Deliver to Trustee a written declaration of default and demand for sale and
a written notice of default and election to cause Trustor's interest in the Trust Estate to,be sold,
which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records
of the County in which the Trust Estate is located; or
4.2.4 Exercise all other rights and remedies provided herein, in any other
Payment Document, or available at law, in equity or by statute.
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4.3 Foreclosure by Power of Sale. Should Beneficiary elect to foreclose by exercise
of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with
Trustee this Deed of Trust and such receipts and evidence of expenditures made and secured
hereby as Trustee may require.
4.3.1 Beneficiary or Trustee shall give such notice of default and election to sell
as is then required by applicable law. Trustee shall, without demand on Trustor, after lapse of
such time as may then be required by law and after recordation of such notice of default and after
notice of sale having been given as required by law, sell the Trust Estate at the time and place of
sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items as
Beneficiary shall deem expedient, and in such order as it may determine, at public auction to the
highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee
shall deliver to such purchaser or purchasers thereof a trustee's deed conveying the property so
sold,which shall not contain any covenant or warranty, express or implied. The recitals in such
deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale and
Beneficiary shall be entitled to pay the purchase price by crediting the purchase price of the
property against the obligations secured hereby.
4.3.2 After deducting all costs, fees and expenses of Trustee and of this Trust,
including costs of evidence of title in connection with sale, Trustee shall apply the proceeds of
sale in the following priority,to payment of: (i) first, all sums expended under the terms hereof,
not then repaid, with accrued interest at the Default Rate; (ii) second, all other sums then secured
hereby; and (iii) the remainder, if any, to the person or persons legally entitled thereto.
4.3.3 Subject to California Civil Code Section 2924g, Trustee may postpone
sale of all or any portion of the Trust Estate by public announcement at such time and place of
sale, and from time to time thereafter may postpone such sale by public announcement or
subsequently noticed sale, and without further notice make such sale at the time fixed by the last
postponement, or may, in its discretion, give a new notice of sale.
4.4 Personal Property. Upon the occurrence of an Event of Default, Beneficiary may
proceed at its election, in any sequence: (a)to dispose of any personal property separately from
the sale of the Property in accordance with Division 9 of the California Commercial Code or
other applicable law; and(b)to dispose of some or all of the Trust Estate and the personal
property in any combination consisting of both real and personal property together in one or
more sales to be held in accordance with the provisions of Section 9501(4) of the California
Commercial Code.
4.5 Appointment of Receiver. Upon the occurrence of an Event of Default hereunder,
Beneficiary, to the fullest extent permitted by law and without notice to Trustor or anyone
claiming under Trustor, and without regard to the then value of the Trust Estate or the adequacy
for any security for the obligations then secured hereby, shall have the right to apply to any court
having jurisdiction to appoint a receiver or receivers of the Trust Estate, and Trustor hereby
irrevocably consents to such appointment and to the fullest extent permitted by law waives notice
of any application therefor. Any such receiver or receivers shall have all the usual powers and
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duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of
entry as provided herein.
4.6 Remedies Not Exclusive. Trustee and Beneficiary, and each of them, shall be
entitled to enforce payment and performance of any indebtedness or obligations secured hereby
and to exercise all rights and powers under this Deed of Trust or under any other Payment
Document or any other agreement or any laws now or hereafter in force, notwithstanding some
or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise
secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the
acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the
power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee's
or Beneficiary's right to realize upon or enforce any other security now or hereafter held by
Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be
entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary
or Trustee in such order and manner as they or either of them may in their absolute discretion
determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to
be exclusive of any other remedy herein, in any of the other Payment Documents, in any other
agreement (including without limitation, the Agreement), or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or by agreement. Every power or remedy
given by any of the Payment Documents to Trustee or Beneficiary or to which either of them
may be otherwise entitled,may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by Trustee or Beneficiary and either of them may
pursue inconsistent remedies.
4.7 Request for Notice. Trustor hereby requests a copy of any notice of default and
that any notice of sale hereunder be mailed to it at the address set forth in Section 5.4 of this
Deed of Trust.
4.8 Forbearance by Beneficiary Not a Waiver. Any forbearance by Beneficiary in
exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a
waiver of or preclude the exercise of any right or remedy. The acceptance by Beneficiary of
payment of any sum secured by this Deed of Trust after the due date of such payment shall not
be a waiver of Beneficiary's right either to require prompt payment when due of all other sums so
secured or to declare an Event of Default for failure to make prompt payment. The procurement
of insurance or the payment of taxes or other liens or charges by Beneficiary shall not be a
waiver of Beneficiary's right to accelerate the maturity of the indebtedness secured by this Deed
of Trust nor shall Beneficiary's receipt of any awards, proceeds or damages under this Deed of
Trust operate to cure or waive Trustor's default in payment of sums secured by this Deed of
Trust.
4.9 Environmental Provisions. Without limiting any of the remedies provided in the
Payment Documents, Trustor acknowledges and agrees that Section 4.11 of this Deed of Trust is
an environmental provision(as defined in Section 736(f)(2)of the California Code of Civil
Procedure)made by the Trustor relating to the Property security (the "Environmental
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Provisions"), and that Trustor's failure to comply with the Environmental Provisions is a breach
of contract such that Beneficiary shall have the remedies provided under Section 736 of the
California Code of Civil Procedure ("Section 736") for the recovery of damages and for the
enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for
recovery of damages or enforcement of the Environmental Provision shall not constitute an
action within the meaning of Section 726(a) of the California Code of Civil Procedure or
constitute a money judgment for a deficiency or a deficiency judgment within the meaning of
Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure. All remedies
provided for by the Payment Documents are separate and distinct causes of action that are not
abrogated, modified, limited or otherwise affected by the remedies provided under Section
736(a) of the California Code of Civil Procedure.
4.10 Costs and Expenses. Trustor shall pay to Beneficiary,upon demand, all expenses
(including, without limitation, fees, costs and expenses of attorneys, engineers, accountants and
agents) of obtaining a judgment, order or decree or otherwise seeking to enforce its rights or
exercise its remedies with respect to the Obligation, or under this Deed of Trust or any of the
other Payment Documents, and all such expenses shall, until paid, be secured by this Deed of
Trust and shall bear interest at the Default Rate.
4.11 Environmental Matters.
4.11.1 Definitions.
(a) "Environmental Laws" shall mean any and all present and future
federal, state and local laws, ordinances, regulations,policies and any other requirements of
Governmental Authorities relating to health, safety,the environment or to any Hazardous
Substances, including without limitation,the Comprehensive Environmental Response,
Compensation, and Liability Act(CERCLA),the Resource Conservation Recovery Act(RCRA),
the Hazardous Materials Transportation Act, the Toxic Substance Control Act,the Endangered
Species Act, the Clean Water Act,the Occupational Safety and Health Act,the California
Environmental Quality Act and the applicable provisions of the California Health and Safety
Code, California Labor Code and the California Water Code, and the rules, regulations and
guidance documents promulgated thereunder.
(b) "Hazardous Substances" shall mean (a)any chemical,compound,
material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified
pursuant to, any Environmental Laws as a "hazardous substance", "hazardous material",
"hazardous waste", "extremely hazardous waste", "acutely hazardous waste," "radioactive
waste", "infectious waste", "biohazardous waste", "toxic substance", "pollutant", "toxic
pollutant," "contaminant" as well as any formulation not mentioned herein intended to define,
list, or classify substances by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity,reproductive toxicity, "EP toxicity," or "TCLP toxicity"; (b)
petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel(or
mixtures of natural gas and such synthetic gas) and ash produced by a resource recovery facility
utilizing a municipal solid waste stream, and drilling fluids,produced waters and other wastes
associated with the exploration, development or production of crude oil, natural gas,or
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geothermal resources; (c) "hazardous substance" as defined in Section 25281(f) of the California
Health and Safety Code; (d) "waste" as defined in section 13O5O(d) of the California Water
Code; (e) asbestos in any form; (f) urea formaldehyde foam insulation; (g) polychlorinated
biphenyls (PCBs); (h)radon; and (i) any other chemical, material, or substance that, because of
its quantity, concentration, or physical or chemical characteristics, exposure to which is limited
or regulated for health and safety reasons by any Governmental Authority, or which poses a
significant present or potential hazard to human health and safety or to the environment if
released into the workplace or the environment.
(c) "Governmental Authority" shall mean any federal, state or local
body, department, agency or authority which has jurisdiction over the Property, the
Improvements, or the use, occupancy or operation of the Property or Improvements, or which
has the power to regulate, govem, approve or control the Property or Improvements or any
aspect thereof.
4.11.2 Trustor shall, at its own expense, comply and cause all persons entering
the Property to comply with all Environmental Laws applicable to the Property and/or
Improvements. Trustor shall promptly advise Beneficiary in writing of any (a) discovery of
Hazardous Substances on the Property; or(b) claim, action or order threatened or instituted by
any third party (including Governmental Authorities) against the Property or Trustor relating to
damages, cost recovery, loss or injury resulting from any Hazardous Substances. Trustor shall
provide Beneficiary with copies of all communications with any third party (including
Governmental Authorities) relating to any Environmental Law or any claim, action or order
relating to Hazardous Substances at, on, under or in the Property. Beneficiary shall have the
right, at Trustor's expense,to retain a professional environmental consultant to conduct an
investigation of the Property and/or Improvements with respect to Hazardous Substances or the
Property's and/or Improvements' compliance with Environmental Laws. Trustor hereby grants
to Beneficiary, its agents, employees, consultants and contractors, an irrevocable license and
authorization to enter upon and inspect the Property and Improvements and to conduct such tests
and investigations at the Property as Beneficiary, in its sole discretion, determines necessary. If
any remedial or other response action is required to bring the Property and/or Improvements into
compliance with Environmental Laws, Trustor shall immediately notify Beneficiary of such
situation and shall prepare a written plan setting forth a description of such situation(and all
environmental reports relating thereto)and the remedial and/or other response action that Trustor
proposes to implement to bring the Property and/or Improvements into compliance with all
Environmental Laws. Trustor shall, at its own expense,thereafter diligently and continuously
pursue the remediation of the condition necessary to bring the Property and/or Improvements
into compliance with all Environmental Laws.
4.11.3 To the fullest extent permitted by law, Trustor hereby agrees to indemnify,
defend and hold harmless Beneficiary and its directors, officers, and employees from and against
any and all loss, liability, expense, and damages of any kind or nature, and from any suits, causes
of action, actions,proceedings, claims, demands, and orders, including, without limitation, (i) all
damages to any natural resources, and the costs of any required or necessary repair, clean up,
response cost, or remediation of the Property and/or Improvements, and the preparation and
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implementation of any closure, remedial or other required plans; and (ii) all costs and expenses
incurred in connection with clause (i) including, without limitation, reasonable attorneys' fees
and costs, whether in suit or not, to the extent arising directly or indirectly, in whole or in part,
out of(a) the prior, present or future existence, or alleged existence, of any Hazardous
Substances on, in or under the Property or Improvements, (b) the removal of or failure to remove
any Hazardous Substances from the Property or Improvements, in each case whether prior to or
during the term of the Obligation, and whether by Trustor or any predecessor-in-title or any other
person or entity. The foregoing indemnity shall apply to any residual Hazardous Substances'
contamination on, in or under the Property or Improvements that occurs prior to or during the
term of the Obligation and to any Hazardous Substances contamination of any property or
natural resources arising in connection with any activity involving Hazardous Substances with
respect to the Property that occurs prior to or during the term of the Obligation, irrespective of
whether any of such activities were or will be undertaken in accordance with applicable
Environmental Laws. Upon receiving written notice of any suit, claim or demand asserted by a
third party that Beneficiary believes is covered by this indemnity, Beneficiary shall give Trustor
notice of the matter and an opportunity to defend it, at Trustor's sole cost and expense, with legal
counsel satisfactory to Beneficiary. Beneficiary may also require Trustor to so defend the
matter. The obligations of Trustor under this Section 4.11.3 shall survive the closing of the
transaction creating the Obligation and the repayment and performance of the Obligation and
shall survive any foreclosure or deed-in-lieu of foreclosure under this Deed of Trust, but shall not
survive Beneficiary's acquisition of fee title to the Property pursuant to the terms of the
Agreement.
ARTICLE 5
MISCELLANEOUS
5.1 Amendments. This instrument cannot be waived, changed, discharged or
terminated orally, but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, discharge or termination is sought.
5.2 Trustor Waiver of Rights. Trustor waives to the fullest extent permitted by law,
(a) the benefit of all laws now existing or that may hereafter be enacted providing for any
appraisement before sale of any portion of the Trust Estate, (b) all rights of redemption,
valuation,appraisement, stay of execution, notice of election to mature or declare due the whole
of the secured indebtedness and marshalling in the event of foreclosure of the liens hereby
created, (c) all rights and remedies which Trustor may have or be able to assert by reason of the
laws of the State of California pertaining to the rights and remedies of sureties, (d)the right to
assert any statute of limitations as a bar to the enforcement of the lien of this Deed of Trust or to
any action brought to enforce the Obligation or any other obligation secured by this Deed of
Trust, and(e)any rights, legal or equitable,to require marshalling of assets or to require upon
foreclosure sales in a particular order, including any rights under California Civil Code Sections
2899 and 3433. Beneficiary shall have the right to determine the order in which any or all of the
Property shall be subjected to the remedies provided herein. Beneficiary shall have the right to
determine the order in which any or all portions of the indebtedness secured hereby are satisfied
from the proceeds realized upon the exercise of the remedies provided herein. Nothing
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contained herein shall be deemed to be a waiver of Trustor's rights under Section 2924c of the
California Civil Code.
5.3 Statements by Trustor. Trustor shall, within thirty (30) days after written notice
thereof from Beneficiary, deliver to Beneficiary a written statement, fully acknowledged, stating
the unpaid balance of the Obligation and any other amounts secured by this Deed of Trust and
stating whether any offset, counterclaim or defense allegedly exists against such sums and the
obligations of the Deed of Trust.
5.4 Notices. Any notice, demand or request required hereunder shall be given in
writing (at the addresses set forth below) by any of the following means: (i)personal service; (ii)
telephonic facsimile transmission; (iii)nationally recognized overnight commercial mail service;
or(iv)registered or certified, first class U.S. mail,return receipt requested.
If to Trustor: Arlie Land and Cattle Company
722 Country Club Road
Eugene, Oregon 97401
Fax: (541)485-2550
Attn: John Musemeci
Copy to: Landels,Ripley&Diamond, LLP
350 The Embarcadero, Sixth Floor
San Francisco, California 94105
Fax: (415) 512-8750
Attn: Scott Rogers
Copy to: Acosta Commercial Real Estate Services
450 East Strawberry Drive, Suite 35
Mill Valley, CA 94921
Fax: (415) 383-5292
Attn: Louis Acosta
If to Beneficiary: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos,California 94022
Fax: (650) 691-0485
Attn: L.C. Britton
Copy to: Miller, Starr&Regalia
545 Middlefield Road, Suite 200
Menlo Park, California 94025
Attn: Robin Kennedy or Lance Anderson
If to Trustee: Old Republic Title Company
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1900 The Alameda
San Jose, CA 95126
Fax: (408) 249-2314
Such addresses may be changed by notice to the other parties given in the same manner as above
provided. Any notice, demand or request sent pursuant to either Subsection(i)or(ii), above,
shall be deemed received upon such personal service or upon dispatch by electronic means
(provided, however, that a dispatch by facsimile transmission which occurs on any day other
than a business day or after 5:00 p.m. Pacific time shall not be deemed received until 9:00 a.m.
Pacific time on the next business day). Any notice, demand or request sent pursuant to
Subsection (iii), above, shall be deemed received on the business day immediately following
deposit with the commercial mail service, and, if sent pursuant to Subsection(iv), above, shall be
deemed received forty-eight(48)hours following deposit into the U.S. mail.
5.5 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.
5.6 Captions. The captions or headings at the beginning of each Article and Section
hereof are for the convenience of the parties and are not a part of this Deed of Trust.
5.7 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended
to be severable. In the event any term or provision hereof is declared to be illegal, invalid or
unenforceable for any reason whatsoever by a court of competent jurisdiction, such illegality or
invalidity shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.
5.8 Attorneys' Fees. If the Obligation is not paid when due or if any Event of Default
occurs, Trustor promises to pay all costs of enforcement and collection, including but not limited
to, reasonable attorneys' fees, whether or not such enforcement and collection includes the filing
of a lawsuit. As used herein, the terms "attorneys' fees" or"attorneys' fees and costs" shall mean
the fees and expenses of counsel to Beneficiary(including,without limitation, in-house counsel
employed by Beneficiary), which may include, without limitation,printing, duplicating and other
expenses, air freight charges, and fees billed for law clerks,paralegals, librarians and others not
admitted to the bar but performing services under the supervision of an attorney and all such fees
and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and
whether or not any action or proceeding is brought with respect to the matter for which said fees
and expenses were incurred. In the event of any dispute or litigation concerning the
enforcement, validity or interpretation of this Deed of Trust,the losing party shall pay all costs,
charges and expenses (including reasonable attorneys' fees) incurred by the prevailing party.
5.9 No Merger. In the event Beneficiary or Trustor succeeds to different estates or
interests in the Property (including, without limitation, interests as a beneficiary and owner)with
or without any outstanding intervening estates or interest, no merger of estates or interest shall be
deemed to have occurred without Beneficiary's written consent. Without limiting the generality
of the foregoing, if both the lessor's and lessee's estate under any lease or any portion thereof
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which constitutes a part of the Trust Estate shall at any time become vested in one owner, this
Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of
the doctrine of merger unless Beneficiary so elects as evidenced by recording a written
declaration so stating, and, unless and until Beneficiary so elects, Beneficiary shall continue to
have and enjoy all of the rights and privileges of Beneficiary as to the separate estates. In
addition, upon the foreclosure of the lien created by this Deed of Trust on the Trust Estate
pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any
portion of the Trust Estate shall not be destroyed or terminated by application of the law of
merger or as a matter of law or as a result of such foreclosure unless Beneficiary or any
purchaser at such foreclosure sale shall so elect. No act by or on behalf of Beneficiary or any
such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such
purchaser shall give written notice thereof to such tenant or subtenant.
5.10 Governing Law. THIS DEED OF TRUST SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
5.11 Joint and Several Obligations. Should this Deed of Trust be signed by more than
one party, all obligations herein contained shall be deemed to be the joint and several obligations
of each party executing this Deed of Trust. Any married person signing this Deed of Trust
agrees that recourse may be had against community assets and against his or her separate
property for the satisfaction of all obligations contained herein.
5.12 Interpretation; Conflict. In this Deed of Trust the singular shall include the plural
and the masculine shall include the feminine and neuter and vice versa, if the context so requires.
In the event of any conflict between this Deed of Trust and the Agreement,this Deed of Trust
shall control.
5.13 Reconveyance. This Deed of Trust shall be reconveyed in accordance with
Subsection 5.2.10 of the Agreement. Upon written request of Beneficiary stating that all sums
secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for
cancellation and retention and upon payment by Trustor of Trustee's fees, Trustee shall reconvey
to Trustor, or to the person or persons legally entitled thereto, without warranty, any portion of
the Trust Estate then held hereunder. The recitals in such reconveyance of any matters or facts
shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be
described as "the person or persons legally entitled thereto." Such grantee shall pay Trustee a
reasonable fee and Trustee's costs incurred in so reconveying the Trust Estate.
5.14 Counterparts. This document may be executed and acknowledged in
counterparts,all of which executed and acknowledged counterparts shall together constitute a
single document. Signature and acknowledgment pages may be detached from the counterparts
and attached to a single copy of this document to physically form one document,which may be
recorded.
5.15 Nonforei n Entity. Section 1445 of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code")provides that a transferee of a U.S. Property interest
must withhold tax if the transferor is a foreign person. To inform Beneficiary that the
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withholding of tax will not be required in the event of the disposition of the Property or
Improvements pursuant to the terms of this Deed of Trust, Trustor hereby certifies, under penalty
of perjury, that: (a) Trustor is not a foreign corporation, foreign partnership, foreign trust or
foreign estate, as those terms are defined in the Internal Revenue Code and the regulations
promulgated thereunder; and (b) Trustor's principal place of business is Cottage Grove, Oregon.
It is understood that Beneficiary may disclose the contents of this certification to the Internal
Revenue Service and that any false statement contained herein could be punished by fine,
imprisonment or both. Trustor covenants and agrees to execute such further certificates, which
shall be signed under penalty of perjury, as Beneficiary shall reasonably require. The covenant
set forth herein shall survive the foreclosure of the lien of this Deed of Trust or acceptance of a
deed in lieu thereof.
5.16 Substitute Trustee. Beneficiary at any time and from time to time, by instrument
in writing,may substitute and appoint a successor Trustee(either corporate or individual)to any
Trustee named herein or previously substituted hereunder, which instrument when executed,
acknowledged, and recorded in the Official Records of the Office of the Recorder of the county
or counties where the Property is located shall be conclusive proof of the proper substitution and
appointment of each successor trustee or trustees, who shall then have all the title,powers, duties
and rights of the predecessor Trustee, without the necessity of any conveyance from such
predecessor. Trustee shall not be obligated to notify any party hereto of pending sale under any
other Deed of Trust, or, unless brought by Trustee, or any action or proceeding in which Trustor,
Beneficiary or Trustee shall be a party.
5.17 Fixture Filing; Security Agreement.
5.17.1 This Deed of Trust constitutes a financing statement filed as a fixture
filing in the Official Records of the County Recorder in the county in which the Property is
located with respect to any and all fixtures included within the term "Trust Estate" as used herein
and with respect to any goods or other personal property that may now be or hereafter become
such fixtures.
5.17.2 . Trustor(as debtor) hereby grants to Beneficiary (as creditor and secured
party)a security interest in all tangible and intangible personal property constituting the Trust
Estate or part thereof including, without limitation, fixtures, machinery; appliances, equipment,
furniture, claims, demands and causes of actions, licenses,permits, contracts and agreements and
other general intangibles described hereinabove. Trustor shall execute any and all documents
(including, without limitation, financing statements pursuant to the California Commercial Code)
as Beneficiary may request to preserve and maintain the priority of the lien created hereby on
property which may be deemed personal property or fixtures, and shall pay to Beneficiary on
demand any expenses incurred by Beneficiary in connection with the preparation, execution and
filing of any such documents. Said financing statements shall be filed, at Beneficiary's sole
option, with the Office of the Secretary of State of the State of California, in the real estate
records of the county in which the Property is located, and/or such other offices as Beneficiary
deems advisable. Trustor hereby authorizes and empowers Beneficiary to execute and file, on
the Trustor's behalf, all financing statements and refilings and continuations thereof as
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Beneficiary deems necessary or advisable to create, preserve and protect said lien and security
interest. This Deed of Trust constitutes a security agreement for any and all items of the Trust
Estate which are personal property and fixtures and which, under applicable law, may be subject
to a security interest pursuant to the California Commercial Code and which are not herein
effectively made part of the Property. Trustor hereby grants Beneficiary a security interest in
said property, and in all additions, substitutions and proceeds thereof, for the purpose of securing
all indebtedness and obligations of Trustor now or hereafter secured by this Deed of Trust. The
remedies available to Beneficiary for violations of the covenants, terms and conditions set forth
in this security agreement shall be (i) as set forth in this Deed of Trust and(ii) as permitted under
the laws of the state where the Property is located including, without limitation, the California
Commercial Code. Each of these remedies shall be distinct and cumulative as to all other rights
or other remedies and may be exercised concurrently, independently or successively, as
Beneficiary may elect.
5.17.3 Trustor and Beneficiary agree that neither the filing of a financing
statement in the public records normally having to do with personal property nor the taking of
any other action described in the above Sections shall be construed in any way as derogating
from or impairing the express declaration and intention of the parties hereto, hereinabove stated,
that everything used in connection with the production of income from the Property and/or
adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all
times and for all purposes and in all proceedings both legal or equitable, shall be regarded, to the
extent permitted by applicable law, as part of the real estate encumbered by this Deed of Trust
irrespective of whether(i) any such item is physically attached to the Improvements, (ii) serial
numbers are used for the better identification of certain equipment or other items capable of
being thus identified in a recital contained herein or in any list filed with Beneficiary, or(iii) any
such item is referred to or reflected in any such financing statement so filed at any time.
Similarly, the mention in any such financing statement of(1)rights in or to the proceeds of any
fire and/or hazard insurance policy, or(2) any award in eminent domain proceedings for a taking
or for loss of value, or(3) Trustor's interest as lessor in any present or future lease,rental
agreement, tenancy agreement or occupancy agreement or right to income growing out of the use
and/or occupancy of the Property, whether pursuant to lease or otherwise, shall never be
construed as in any way altering any of the rights of Beneficiary as determined by this Deed of
Trust or impugning the priority of Beneficiary's lien granted hereby or by any other recorded
document, but such mention in the financing statement is declared to be for the protection of the
Beneficiary in the event any court or judge shall at any time hold with respect to clauses(1), (2),
and(3) of this Section 5.17.3 that notice of the Beneficiary's priority of interest to be effective
against a particular class of persons, including but not limited to the federal government and any
subdivisions or entity of the federal government, must be filed in such public records.
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5.18 Spouse's Separate Property. Any Trustor who is a married person expressly
agrees that recourse may be had against his or her separate property.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and
year first above written.
TRUSTOR: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Suzanne Arlie
Its: President
By:
John Musumeci
Its: Vice President
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t�os�7a2s�t to2t.6 ,�
STATE OF )
) ss
COUNTY OF )
On , 19_, before me,
a Notary Public in and for said State, personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the }
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
STATE OF )
ss
COUNTY OF )
On , 19_, before me,
a Notary Public in and for said State,personally appeared
personally known to me(or proved to me on the basis of satisfactory evidence)to be the
person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
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I1AR. -05' 99(FRI) 15:29 N, c R TF1,-6" 162 1010 P. 002
EXHIBIT G
FORM OF INDEMNITY ESCROW AGREEMENT
TO BE ATTACHED
MM37475020201.1
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_EXHIBIT F to Option and Purchase Agreement 1/99
MAR. -05' 99(FR1 13:29 N, r ° R TEL: 162 1010 P. 003
EXHIBIT H
FORM OF ESCROW ASSIGNMENJ AGREEMIrJ�IT
TO HE ATTACHED
M Pt X%%3742S132fUO2.1
EXHIBIT "I"
RECORDING REQUESTED BY
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
330 Distel Circle
Los Altos, California 94022
AND WHEN RECORDED MAIL TO
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
330 Distel Circle
Los Altos, California 94022
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST SECURITY AGREEMENT FIXTURE FILING AND
ASSIGNMENT OF RENTS
THIS DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING AND
ASSIGNMENT OF RENTS (the "Deed of Trust") is made as of 1999,
by and among ARLIE LAND AND CATTLE COMPANY, an Oregon corporation("Trustor"),
whose address is 1445 Gateway Boulevard, Cottage Grove, Oregon 97424; OLD REPUBLIC
TITLE COMPANY, a corporation, whose address is 1900 The Alameda, San Jose, California
95126 ("Trustee"); and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public
District formed pursuant to Section 3 of Chapter 3 of Division 5 of the California Public
Resources Code ("Beneficiary"), whose address is 330 Distel Circle, Los Altos, California
94022.
THIS DEED OF TRUST is given, inter alia, for the purpose of securing the
Obligation(defined below) of Trustor.
FOR GOOD AND VALUABLE CONSIDERATION, including the Obligation
herein recited and the trust herein created,the receipt of which is hereby acknowledged,Trustor
hereby irrevocably grants,transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER
OF SALE, for the benefit and security of Beneficiary,under and subject to the terms and
conditions hereinafter set forth,the real property located in the County of Santa Clara, State of
California, more particularly described in Exhibit A attached hereto and by this reference
incorporated herein(the "Property");
TOGETHER WITH any and all buildings and improvements now or hereafter
erected on the Property including, without limitation fixtures, tenements, attachments,
appliances, equipment, building systems, machinery, and other articles now or hereafter attached
to said buildings and improvements (collectively,the "Improvements"), all of which shall be
deemed and construed to be a part of the Property;
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MPOS\37425L318265.4
TOGETHER WITH all earnings, rents, issues, profits, revenue, royalties, income,
proceeds and other benefits, including without limitation prepaid rents and security deposits
(collectively, the "Rents and Profits") derived from any lease, sublease, license, franchise or
concession or other agreement now or hereafter affecting all or any portion of the Property or
Improvements or affecting the use or occupancy thereof,
TOGETHER WITH all interests, estates or other claims, both in law and in
equity, which Trustor now has or may hereafter acquire in the Property or the Improvements,
including without limitation all right, title and interest now owned or hereafter acquired by
Trustor in and to any greater estate in the Property or the Improvements;
TOGETHER WITH all easements,tenements, hereditaments, appurtenances,
rights-of-way and rights now owned or hereafter acquired by Trustor used or useful in
connection with the Property or as a means of access thereto, including, without limiting the
generality of the foregoing, all rights pursuant to any trackage agreement and all rights to the
nonexclusive use of common drive entries, all oil and gas and other hydrocarbons and all other
minerals and water and water rights and shares of stock evidencing the same;
TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and
to all leases, subleases, subtenancies, licenses, franchises, occupancy agreements and other
agreements covering the Property, the Improvements or any portion thereof now or hereafter
existing or entered into, and all right,title and interest of Trustor thereunder, including, without
limitation, all cash or security deposits, prepaid or advance rentals, and deposits or payments of
similar nature;
TOGETHER WITH all right,title and interest of Trustor, now owned or hereafter
acquired, in and to any land lying within the right-of-way of any street, open or proposed,
adjoining the Property, and any and all sidewalks, vaults, alleys and strips and gores of land
adjacent to or used in connection with the Property;
TOGETHER WITH all the estate, interest, right, title, other claim or demand,
both in law and in equity, including claims or demands with respect to the proceeds of insurance
in effect with respect to the Property,which Trustor now has or may hereafter acquire in the
Property or the Improvements, and any and all awards made for the taking by eminent domain,
or by any proceeding of purchase in lieu thereof, of the whole or any part of the Trust Estate(as
hereinafter defined), including,without limitation, any awards resulting from a change of grade
of streets and awards for severance damages.
All of the foregoing including the entire estate,property and interest hereby
conveyed to Trustee is sometimes collectively referred to herein as the "Trust Estate".
FOR THE PURPOSE OF SECURING:
(a) payment of indebtedness in the amount of
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MPOS\37425\318265.4
($ ) (the "Secured Amount"), as created and evidenced by Subsection 5.1.10 of that
certain Agreement for Option and Purchase of Real Property of even date herewith, executed by
Trustor and Beneficiary ("the Agreement").
(b) payment of all sums advanced by Beneficiary, its successor and assigns, or
Trustee to protect the Trust Estate, with interest thereon at the rate of ten percent (10%)per
annum (the"Default Rate");
(c) payment of all indebtedness and obligations of Trustor under Subsection
5.1.10 of the Agreement, not to exceed the Secured Amount; and
(d) compliance with and performance of each and every material provision of
any declaration of covenants, conditions and restrictions pertaining to the Trust Estate or any
portion thereof.
As used herein, the term"Obligation"means any and all of the monetary
obligations and sums payable by Trustor under Subsection 5.1.10 of the Agreement, and any and
all modifications, extensions, renewals and replacements of such obligations and/or sums. This
Deed of Trust, only Subsection 5.1.10 of the Agreement, and any other document or instrument
executed by Trustor in connection with the Obligation which expressly states that it is secured
hereby shall be a"Payment Document". Notwithstanding anything to the contrary in this Deed
of Trust or any other Payment Document, this Deed of Trust does not and shall not secure any
term, provision, covenant, condition, or obligation under or arising out of the Agreement except
the Obligation,and Trustor acknowledges and agrees that except for the Obligation none of the
terms, provisions, covenants, conditions and obligations under or arising out of the Agreement
are secured by this Deed of Trust.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST,TRUSTOR
HEREBY COVENANTS AND AGREES AS FOLLOWS:
ARTICLE 1
COVENANTS AND AGREEMENTS OF TRUSTOR
1.1 Payment of Secured Obligations. Trustor shall pay and perform when due the
Obligation; the principal of and interest on any fixture advances secured by this Deed of Trust;
and the principal of and interest on any other indebtedness as may be secured by this Deed of
Trust.
1.2 Required Insurance. Trustor shall at all times provide, maintain and keep in force
or cause to be provided,maintained and kept in force, at no expense to Trustee or Beneficiary,
policies of insurance in commercially reasonable form and amounts,providing for deductibles,
and issued by responsible, properly licensed companies, associations or organizations covering
such casualties, risks, perils, liabilities and other hazards. Without limiting the foregoing,
Trustor shall maintain and keep in force a comprehensive general liability policy with respect to
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MPOS137425\318265.4
occurrences at the Property having coverage of not less than ONE MILLION DOLLARS
($1,000,000.00) combined single limit.
1.3 Delivery of Policies, Payment of Premiums.
1.3.1 At Beneficiary's option, all policies of insurance required of Trustor
hereunder shall either have attached thereto a lender's loss payable endorsement for the benefit of
Beneficiary in form satisfactory to Beneficiary or shall name Beneficiary as an additional
insured. At Beneficiary's option Trustor shall furnish Beneficiary with an original or true and
correct copies of all policies of insurance required under Section 1.3, above or evidence of
insurance issued by the applicable insurance company for each required policy setting forth the
coverage, the limits of liability, the name of the carrier, the policy number and the period of
coverage and otherwise in form and substance satisfactory to Beneficiary. At least ten(10) days
prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence
reasonably satisfactory to Beneficiary of the payment of premium and the renewal or
replacement of such policy continuing insurance in form as required by this Deed of Trust. All
such policies shall contain a provision that, notwithstanding any contrary agreement between
Trustor and the insurance company, such policies will not be cancelled, allowed to lapse without
renewal, surrendered or materially amended, which term shall include any reduction in the scope
or limits of coverage, without at least ten(10) days' prior written notice to Beneficiary.
1.3.2 In the event Trustor fails to provide, maintain, keep in force or deliver to
Beneficiary the policies of insurance required by this Deed of Trust or by any Payment
Document, Beneficiary may (but shall have no obligation to)procure such insurance or single-
interest insurance for such risks covering Beneficiary's interest, and Trustor will pay all
premiums thereon and reimburse Beneficiary for all amounts paid or incurred by it in connection
therewith promptly upon demand by Beneficiary, and until such payment is made by Trustor, the
amount of all such premiums shall be added to the principal amount of the Obligation and shall
bear interest at the Default Rate.
1.4 Assignment of Policies Upon Foreclosure. In the event of foreclosure of this
Deed of Trust or other transfer of title or assignment of the Trust Estate in extinguishment, in
whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and to all
proceeds and benefits of policies of insurance required by Section 1.3 hereof with respect to any
casualty occurring prior to the date of such foreclosure or other transfer of title or assignment
shall inure to the,benefit of and pass to the successor in interest to Trustor or the purchaser or
grantee of the Trust Estate.
1.5 Indemnification; Subrogation; Waiver of Offset.
1.5.1 If Beneficiary is made a party to any litigation(not covered by the
indemnity contained in Subsection 5.1.10 of the Agreement)concerning the Obligation,this
Deed of Trust, any of the other Payment Documents,the Trust Estate or any part thereof or
interest therein, or the occupancy of the Trust Estate by Trustor,then Trustor shall indemnify,
defend and hold Beneficiary harmless from all costs, expenses, losses, damages,judgments, and
liability by reason of such litigation, including reasonable attorneys' fees and expenses incurred
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MPOS1374251318265.4
by Beneficiary as a result of any such litigation, whether or not any such litigation is prosecuted
to judgment. Beneficiary may employ an attorney or attorneys selected by it to protect its rights
hereunder, and Trustor shall pay to Beneficiary reasonable attorneys' fees and costs incurred by
Beneficiary, whether or not an action is actually commenced against Trustor by reason of its
breach.
1.5.2 Trustor waives any and all right to claim or recover against Beneficiary,
Trustee, or their respective officers, directors, employees, agents and representatives, for loss of
or damage to Trustor, the Trust Estate, Trustor's property or the property of others under
Trustor's control from any cause insured against or required to be insured against by the
provisions of this Deed of Trust.
1.5.3 All sums payable by Trustor pursuant to this Deed of Trust or the Payment
Agreement shall be paid without notice, demand, counterclaim, setoff, deduction or defense and
without abatement, suspension, deferment, diminution or reduction, and the obligations and
liabilities of Trustor hereunder shall in no way be released, discharged or otherwise affected
(except as expressly provided herein)by reason of: (a)any damage to or destruction of or any
condemnation or similar taking of the Trust Estate or any part thereof; (b) any restriction or
prevention of or interference by any third party with any use of the Trust Estate or any part
thereof; (c) any title defect or encumbrance or any eviction from the Property or Improvements
or any part thereof by title paramount or otherwise; (d)any bankruptcy, insolvency,
reorganization, composition; adjustment, dissolution, liquidation or other like proceeding relating
to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of
Beneficiary, or by any court, in any such proceeding; (e) any claim which Trustor has or might
have against Beneficiary; or(f) any default or failure on the part of Beneficiary to perform or
comply with any of the terms hereof or of any other agreement with Trustor. Except as expressly
provided herein, Trustor waives all rights now or hereafter conferred by statute or otherwise to
any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and
payable by Trustor.
1.6 Actions Affecting Trust Estate. Trustor shall promptly give Beneficiary written
notice of and shall appear in and contest any action or proceeding purporting to affect the Trust
Estate or the security hereof or the rights or powers of Beneficiary or Trustee; and shall pay all
costs and expenses, including the cost of evidence of title and attorneys' fees, in any such action
or proceeding in which Beneficiary or Trustee may appear.
1.7 Actions By Trustee or Beneficiary to Preserve Trust Estate. If Trustor fails to
make any payment or to do any act as and in the manner provided in any of the Payment
Documents,Beneficiary and/or Trustee, each in its own discretion,without obligation so to do,
without releasing Trustor from any obligation,and without notice to or demand upon.Trustor,
may make or do the same in such manner and to such extent as either may deem necessary to
protect the security hereof. In connection therewith(without limiting their general powers,
whether conferred herein, in any other Payment Documents or by law), Beneficiary and Trustee
shall have and are hereby given the right, but not the obligation, (a)to enter upon and take
possession of the Trust Estate; (b)to make additions, alterations, repairs and improvements to the
Trust Estate which they or either of them may consider necessary or proper to keep the Trust
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Estate in good condition and repair; (c) to appear and participate in any action or proceeding
affecting or which may affect the security hereof or the rights or powers of Beneficiary or
Trustee; (d) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or
debt which in the judgment of either may affect or appears to affect the security of this Deed of
Trust or be prior or superior hereto; and (e) in exercising such powers, to pay necessary
expenses, including attorneys'fees and costs or other necessary or desirable consultants. Trustor
shall, immediately upon demand therefor by Beneficiary and Trustee or either of them, pay to
Beneficiary and Trustee an amount equal to all respective costs and expenses incurred by such
party in connection with the exercise of the foregoing rights, including, without limitation, costs
of evidence of title, court costs, appraisals, surveys and receiver's, trustee's and attorneys' fees,
together with interest thereon from the date of such expenditures at the Default Rate.
1.8 Transfer of Trust Estate by Trustor. Trustor agrees that, in the event of any
Transfer(defined below)of the Trust Estate or any portion thereof or interest therein without the
prior written consent of Beneficiary, such Transfer shall constitute an Event of Default hereunder
without need for notice or an opportunity to cure and Beneficiary shall have the absolute right at
its option, without prior demand or notice, to declare all sums secured hereby immediately due
and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to
require consent to future or successive transactions. Beneficiary may grant or deny such consent
in its sole discretion and, if consent should be given, any such Transfer shall be subject to this
Deed of Trust, and any such transferee shall assume all obligations hereunder and agree to be
bound by all provisions contained herein. Such assumption shall not, however, release Trustor
or any maker or guarantor of the Obligation from any liability thereunder without the prior
written consent of Beneficiary. As used herein, the term"Transfer"includes the direct or
indirect sale, transfer, conveyance, assignment, mortgage, encumbrance,hypothecation or other
alienation of the Trust Estate, or any portion thereof or interest therein, whether voluntary,
involuntary, by operation of law or otherwise,the execution of any installment land sale contract,
sales agreement or similar instrument affecting all or a portion of the Trust Estate, granting of an
option to purchase any portion of or interest in the Trust Estate,the creation of a lien or other
encumbrance on the Trust Estate or any part thereof or interest therein, or the lease of all or
substantially all of the Trust Estate other than a lease to Beneficiary. "Transfer" shall also
include the direct or indirect transfer, assignment, hypothecation or conveyance of legal or
beneficial ownership of(a) if Trustor is a partnership, (i)any partnership interest in Trustor, (ii)
any partnership interest in any general partner in Trustor that is a partnership,(iii) an aggregate
of twenty-five percent(25%) or more of the stock of any corporation which is a general partner
in Trustor or the beneficial interest in any other legal entity which is a general partner(whether
in one transaction or a series of transactions); or(b) if Trustor is a corporation,twenty-five
percent (25%)or more of the stock of Trustor(whether in one transaction or in a series of
transactions).Notwithstanding anything to the contrary in this Section 1.8, "Transfer"shall not
include any conveyance, assignment or other transfer to a Permitted Seller Assignee(as defined
in Subsection 6.9.5.2 of the Agreement) in compliance with Subsection 6.9.5 of the Agreement.
1.9 Survival of Warranties. All representations, warranties and covenants of Trustor
contained in the Payment Documents or incorporated by reference therein, shall survive the
execution and delivery of this Deed of Trust and shall remain continuing obligations, warranties
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and representations of Trustor so long as any portion of the obligations secured by this Deed of
Trust remains outstanding.
1.10 Additional Security. No other security now existing, or hereafter taken, to secure
the obligations secured hereby shall be impaired or affected by the execution of this Deed of
Trust and all additional security shall be taken, considered and held as cumulative. The taking of
additional security, execution of partial releases of the security, or any extension of the time of
payment of the indebtedness shall not diminish the force, effect or lien of this Deed of Trust and
shall not affect or impair the liability of any maker, surety or endorser for the payment of said
indebtedness. In the event Beneficiary at any time holds additional security for any of the
obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at
its option, either before, concurrently, or after a sale is made hereunder.
1.11 Annointment of Successor Trustee. Beneficiary may, from time to time, by a
written instrument executed and acknowledged by Beneficiary,mailed to Trustor and recorded in
the county in which the Trust Estate is located and by otherwise complying with the provisions
of applicable law, substitute a successor or successors to any Trustee named herein or acting
hereunder. Such successor shall, without conveyance from the Trustee predecessor, succeed to
all title, estate, rights, powers and duties of said predecessor.
1.12 Successors and Assigns. This Deed of Trust applies to, inures to the benefit of
and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors
and assigns. The term "Beneficiary" shall mean the owner and holder of the Obligation,whether
or not named as Beneficiary herein. In exercising any rights hereunder or taking any actions
provided for herein, Beneficiary may act through its employees, agents, independent contractors
and other representatives authorized by Beneficiary.
1.13 Inspections. Beneficiary and its agents,representatives and other designees are
authorized to enter at any reasonable time upon or in any part of the Trust Estate for the purpose
of inspecting the same and for the purpose of performing any of the acts it is authorized to
perform hereunder or under the terms of any of the other Payment Documents. Without limiting
the generality of the foregoing, Trustor agrees that Beneficiary will have the same right,power
and authority to enter and inspect the Trust Estate as is granted to a secured lender under Section
2929.5 of the California Civil Code, and that Beneficiary will have the right to appoint a receiver
to enforce this right to enter and inspect the Trust Estate to the extent such authority is provided
under California law, including the authority given to a secured lender under Section 564(c)of
the California Code of Civil Procedure.
1.14 Liens. Trustor shall pay and promptly discharge, at Trustor's cost and expense, all
liens, encumbrances and charges upon the Trust Estate,or any part thereof or interest therein at
the time or times the same shall be due. If Trustor shall fail to timely remove and discharge any
such lien, encumbrance or charge,then, in addition to any other right or remedy of Beneficiary,
Beneficiary may,but shall not be obligated to, discharge the same, either by paying the amount
claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by
depositing in a court a bond or the amount claimed or otherwise giving security for such claim,
or by procuring such discharge in such manner as is or may be prescribed by law. Trustor shall,
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Ok
immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all
costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the
foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon
from the date of such expenditure at the Default Rate.
1.15 Trustee's Powers. At any time, or from time to time, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this Deed of Trust and
the Obligation secured hereby for endorsement, and without affecting the personal liability of
any person for payment of the indebtedness secured hereby or the effect of this Deed of Trust
upon the remainder of said Trust Estate, Trustee may (a)reconvey any part of said Trust Estate,
(b) consent in writing to the making of any map or plat thereof, (c)join in granting any easement
thereon, or(d)join in any extension agreement or any agreement subordinating the lien or charge
hereof.
1.16 Beneficiary's Powers. Without affecting the liability of any other person liable for
the payment of any obligation herein mentioned, and without affecting the lien or charge of this
Deed of Trust upon any portion of the Trust Estate not then or theretofore released as security for
the full amount of all unpaid obligations, Beneficiary may, from time to time and without notice
(a)release any person so liable, (b) extend the maturity or alter any of the terms of any such
obligation, (c) grant other indulgences, (d) release or reconvey, or cause to be released or
reconveyed at any time at Beneficiary's option any parcel, portion or all of the Trust Estate, (e)
take or release any other or additional security for any obligation herein mentioned, or(f) make
compositions or other arrangements with debtors in relation thereto.
1.17 Leasehold.
1.17.1 If any part of the Trust Estate consists of a leasehold estate: (a) Trustor
will: (i)pay the rent reserved by such lease creating such leasehold estate and all other monetary
obligations thereunder as the same become due and payable; (ii)promptly perform and observe
all of the covenants, agreements, obligations and conditions required to be performed and
observed by Trustor as the tenant under such lease, and do all things necessary to preserve and
keep unimpaired its rights thereunder; (iii)promptly notify Beneficiary in writing of the
commencement of a proceeding under the federal bankruptcy laws by or against Trustor or the
landlord under such lease; (iv) if any of the indebtedness secured hereby remains unpaid at the
time when notice may be given by Trustor as the tenant under such lease of the exercise of any
right to renew or extend the term of such lease,promptly give notice to the Landlord of the
exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the
Property or any part thereof are deposited with any person other than Beneficiary pursuant to the
requirements of such lease,promptly notify Beneficiary in writing of the name and address of the
person with whom such proceeds have been deposited and the amount so deposited; and(vi)
promptly notify Beneficiary in writing of any request made by either party to such lease to the
other party thereto for arbitration or appraisal proceedings pursuant to such lease, and of the
institution of any arbitration or appraisal proceedings and promptly deliver to Beneficiary a copy
of the determination of the arbitrators or appraisers in each such proceeding; and(b) Trustor will
not surrender such lease or Trustor's leasehold estate and interest therein,nor terminate or cancel
such lease; and will not, without prior written consent of Beneficiary, modify, change,
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supplement alter or amend such lease, either orally or in writing, and as further security for the
repayment of the indebtedness secured hereby and for the performance of the covenants,
agreements, obligations and conditions herein and in such lease contained, Trustor hereby
assigns to Beneficiary all of its rights, privileges and prerogatives as tenant under such lease to
terminate, cancel, modify, change, supplement, alter or amend such lease and any such
termination, cancellation, modification, change, supplement, alteration or amendment of such
lease, without the prior written consent thereto by Beneficiary shall be void and of no force and
effect.
1.17.2 Without limiting the generality of the foregoing, Trustor will not reject
such lease pursuant to 11 U.S.C. Section 365(a) or any successor law, or allow such lease to be
deemed rejected by inaction and lapse of time, and will not elect to treat such lease as terminated
by the Landlord's rejection of such lease pursuant to 11 U.S.C. Section 365(h)(1)or any
successor law,and as further security for the repayment of the indebtedness secured hereby and
for the performance of the covenants, agreements, obligations and conditions herein and in such
lease contained, Trustor hereby assigns to Beneficiary all rights, privileges and prerogatives of
Trustor, Trustor's bankruptcy trustee, and Trustor in the capacity of a debtor-in-possession,to
deal with such lease,or otherwise exercise any rights or remedies with respect thereto, which
right may arise as a result of the commencement of a proceeding under the federal bankruptcy
laws by or against Trustor or Landlord under such lease, including, without limitation, the right
to assume or reject, or to compel the assumption or rejection of such lease pursuant to 11 U.S.C.
Section 365(a) or any successor law, the right to seek and obtain extensions of time to assume or
reject such lease, the right to elect whether to treat such lease as terminated by the Landlord's
rejection of such lease or to remain in possession of the Property and offset damages pursuant to
11 U.S.C. Section 365(h)(1) or any successor law; and any exercise of such rights,privileges or
prerogatives by Trustor, Trustor's bankruptcy trustee, or Trustor in the capacity of a debtor-in-
possession, without the prior written consent thereto by Beneficiary shall be void and of no force
and effect. As further security for Beneficiary, Trustor hereby agrees to deposit with Beneficiary
a duplicate original of such lease and all supplements thereto and amendments thereof,to be
retained by Beneficiary until the indebtedness secured hereby is fully paid. So long as there is no
breach of or default under any of the covenants, agreements, obligations and conditions herein
contained to be performed by Trustor, or in the performance by Trustor of any of the covenants,
agreements, obligations and conditions in such lease to be performed by Trustor as the tenant
thereunder, Beneficiary shall have no right to terminate, cancel, modify, change, supplement,
alter or amend such lease. No release or forbearance of any of Trustor's obligations as the tenant
under such lease, whether pursuant to such lease or otherwise, shall release Trustor from any of
its obligations under this Deed of Trust, including, but not limited to, Trustor's obligations with
respect to the payment of rent as provided for in such lease and the observance and performance
of all of the covenants, agreements, obligations and conditions contained in such lease to be
observed and performed by the Tenant thereunder. Unless Beneficiary shall otherwise expressly
consent in writing,the fee title to the property demised by such lease and such leasehold estate
thereunder shall not merge, but shall always remain separate and distinct,notwithstanding the
union of such estates either in the Trustor or in a third party by purchase or otherwise.
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1.18 Indemnity. In addition to any other indemnities in favor of Beneficiary in this
Deed of Trust, Trustor hereby agrees to indemnify, defend and hold harmless Beneficiary and its
officers, directors and employees from and against any and all losses, liabilities, suits,
obligations, fines, damages, penalties, claims, costs, charges and expenses, including reasonable
attorneys' fees and disbursements, which may be imposed upon, suffered, incurred or asserted
against Beneficiary or its officers, directors or employees by reason of any of the following: (a)
the construction of any improvements on the Property by, on behalf of, or at the request of
Trustor or any of its officers, directors, employees, agents, servants, contractors, tenants,
subtenants, licensees or invitees, (b)any capital improvements, other work or things done in, on
or about the Property or any part thereof, by, on behalf of, or at the request of Trustor or any of
its officers, directors, employees, agents, servants, contractors, tenants, subtenants, licensees or
invitees, (c) any use, nonuse, misuse, possession,occupation, alteration, operation,maintenance
or management of the Property or any part thereof or any street, drive,sidewalk,curb,
passageway or space comprising a part thereof or adjacent thereto by,on behalf of, or at the
request of Trustor or any of its officers, directors, employees, agents, servants, contractors,
tenants, subtenants, licensees or invitees, (d) any negligence or willful act or omission by, on
behalf of, or at the request of Trustor or any of its officers, directors, employees,agents, servants,
contractors,tenants, subtenants, licensees or invitees, (e)any accident, injury (including death)
or damage to any person or property occurring in, on or about the Property or Improvements or
any part thereof(f) any lien or claim against the Trust Estate or any part thereof by, on behalf of,
or at the request of Trustor or any of its officers, directors, employees,agents, servants,
contractors, tenants, subtenants, licensees or invitees, or any liability asserted against Beneficiary
with respect thereto, (g) any tax attributable to the execution, delivery, filing or recording of this
Deed of Trust or any of the other Payment Documents, (h) any contest due to Trustor's actions or
failure to act,permitted pursuant to the provisions of this Deed of Trust, (i) any default with
respect to the Obligation or under this Deed of Trust, or 0)any claim by or liability to any
contractor, subcontractor or materials supplier performing work or providing materials,by,on
behalf, or at the request of Trustor or any of its officers, directors, employees, agents, servants,
contractors, tenants, subtenants, licensees or invitees.
ARTICLE 2
REPRESENTATIONS WARRANTIES AND COVENANTS OF TRUSTOR
2.1 Representations, Warranties and Covenants. Trustor hereby represents,warrants
and covenants that:
2.1.1 Trustor is the lawful owner of good and marketable fee simple title to the
Property and has good right and authority to grant,bargain, sell, convey, transfer, and assign the
Property or, if this Deed of Trust secures a leasehold estate,Trustor is the owner of the tenant's
interest under the Tenant Leases (defined below)and the holder of the estate thereunder, and is
the owner of the Improvements hereby secured, and has good right to grant, bargain, sell,
convey, transfer, and assign the same as security under this Deed of Trust. If any part of the
Property is a leasehold estate, the lease creating such leasehold estate is in full force and effect
and is unmodified and no event of default has occurred thereunder;
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2.1.2 Trustor will warrant and forever defend the title to the Property against
the claims of all persons whomsoever claiming the same or any part thereof, and this warranty of
title shall only survive the foreclosure of this Deed of Trust and shall inure to the benefit of and
be enforceable only by Beneficiary if Beneficiary acquires title to the Property pursuant to
foreclosure;
2.1.3 Trustor is now able to meet its debts as they mature, the fair market value
of its assets exceeds its liabilities, no bankruptcy or insolvency proceedings are pending or
contemplated by or against Trustor, no assignment to creditors has been made by Trustor and no
portion of Trustor's assets are presently subject to any attachment, execution or judicial seizure,
and Trustor covenants immediately to provide notice to Beneficiary in the event that any change
in any of the circumstances described in this sentence should occur;
2.1.4 Trustor is duly organized,validly existing and in good standing under the
laws of the state of its organization and is qualified and authorized to do business in the state
where the Property is located, and has full power and authority to own its property,to carry on its
business as presently being conducted and as contemplated to be conducted hereunder and to
execute, deliver and perform its obligations under this Deed of Trust and the other Payment
Documents; the person(s) executing this Deed of Trust and the other Payment Documents on
behalf of Trustor have been duly authorized to execute and deliver this Deed of Trust and the
other Payment Documents on behalf of Trustor; this Deed of Trust and the other Payment
Documents constitute legally valid and binding obligations of Trustor enforceable in accordance
with their terms; and the execution, delivery and performance of this Deed of Trust and the other
Payment Documents by the Trustor will not conflict with, or constitute a breach of, or default
under, the Trustor's governing instruments or any indenture, mortgage, deed of trust, note, lease,
commitment, agreement or other instrument or obligation to which Trustor is a party or by which
Trustor or its properties is bound;
2.1.5 To Trustor's knowledge, other than the Pending Action(as defined in the
Agreement), there are no actions, suits or proceedings served upon Trustor, or to the knowledge
of Trustor threatened in writing against Trustor, involving the Trust Estate or any part thereof;
and
2.1.6 Trustor is not in default under the terms of any instrument evidencing or
securing any indebtedness of the Trustor and there has occurred no event which would, if
incurred or uncorrected, constitute a default under any such instrument with the giving of notice,
passage of time or both.
ARTICLE 3
ASSIGNMENT OF RENTS AND PROFITS• LEASES
3.1 Assignment of Rents and Profits. The assignment of Rents and Profits set forth
hereinabove shall be fully operative without any further action on the part of either party.
Notwithstanding that Trustor has made a present, absolute and executed assignment of the Rents
and Profits to Beneficiary, Beneficiary hereby grants a revocable license(the"License")to
Trustor to collect, apply and retain the Rents and Profits of the Property and Improvements as
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they become due and payable and to hold the rent security deposits, so long as Trustor is not in
default with respect to the Obligation or under this Deed of Trust or any of the other Payment
Documents. The License given to Trustor hereunder to collect, apply and retain such Rents and
Profits shall be automatically revoked and terminated, without notice or demand of any kind,
upon and after the occurrence of any Event of Default hereunder. Notwithstanding the
foregoing, in the event that Beneficiary is required by any provision of law to give Trustor notice
or to make a demand to terminate the License or to enforce the assignment granted by Trustor to
Beneficiary hereunder, such notice, if not otherwise given by Beneficiary in such other manner
as may be permitted or required by applicable law, shall be deemed to have been given by
Beneficiary and actually received by Trustor when Beneficiary sends to Trustor, in the manner
set forth in Section 5.4 hereof, a written notice of default or demand for payment of the amount
in default whether or not such notice or demand specifically refers to or contains a termination of
the License. Trustor shall immediately turn over to Beneficiary upon receipt or collection any
Rents and Profits collected or received by Trustor after the termination of said License or after
default by Trustor with respect to the Obligation or under this Deed of Trust or any of the other
Payment Documents. Any such Rents and Profits not turned over by Trustor to Beneficiary as
required hereby shall be held by Trustor in trust for Beneficiary.
3.1.1 Entry; Possession; Receiver. After the occurrence of any Event of
Default, Beneficiary, either in person, by agent, or by receiver to be appointed by the court, and
without regard to the adequacy of any security for the indebtedness hereby secured may, in the
sole discretion of Beneficiary and without regard to the adequacy of its security: (i) use and
possess, without rental or charge, the personal property of Trustor located on the Property or in
the Improvements and used in the operation or occupancy thereof; (ii) apply the Rents and
Profits, and any sums recovered by Beneficiary on account thereof, less costs and expenses of
operation and collection including reasonable attorneys' fees, upon any indebtedness secured
hereby and in such order as Beneficiary may determine (except for such application, Beneficiary
shall not be liable to any person for the collection or non-collection of any rents, income, issues
or profits, nor for failure to assert or enforce any of the foregoing rights); (iii)take possession of
the Property and Improvements and manage and operate the same and Trustor's business thereon,
and take possession of and use all books of accounts and financial records of Trustor and its
property managers or representatives relating to the Property and Improvements; (iv) execute
new leases of any part of the Property and Improvements, including leases that extend beyond
the term of this Deed of Trust,and cancel or alter any existing leases; (v) sign the name of
Trustor and bind Trustor on all papers and documents relating to the operation, leasing and
maintenance of the Property or Improvements; (vi) demand payment from Trustor of all Rents
and Profits collected by Trustor from the date of the default, which Rents and Profits shall, from
and after the occurrence of such default, be deemed held by Trustor in trust for Beneficiary; (vii)
demand, receive, and sue for payment of Rents and Profits directly from Trustor's tenants,
including serving notice upon any or all tenants for the payment directly to Beneficiary of all
rents and other monetary obligations owing under such tenants leases; (viii) bring an action
against Trustor for turnover of Rents and Profits collected by Trustor after Trustor's default with
respect to the Obligation or under this Deed of Trust or any of the other Payment Documents;
(ix)to bring an action against Trustor to obtain the appointment of a receiver to collect and pay
over to Beneficiary the Rents and Profits from the Property; and/or(x) take any and all other
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actions with respect to the Property and the Rents and Profits as may be permitted under or
authorized by applicable law or any of the Payment Documents. Beneficiary may, in its sole and
absolute discretion, seek the appointment of a receiver solely to collect the Rents and Profits
from the Property, or may seek the appointment of a receiver to operate the Property and collect
the Rents and Profits. Trustor hereby stipulates to the Court appointing a receiver its consent to
such appointment, if at the time of Beneficiary's request Trustor is in default hereunder, or with
respect to the Obligation, or under the Deed of Trust or any of the other Payment Documents.
The entering upon and taking possession of the Property, the collection of any Rents and Profits,
the doing of other acts herein authorized and the application thereof as aforesaid shall not cure or
waive any default or notice of default hereunder or invalidate any act done pursuant to such
notice. Nothing herein contained shall be construed as constituting Beneficiary a mortgagee in
possession in the absence of the actual taking of possession of the Property by the Beneficiary or
as constituting an action,rendering any of Trustor's obligations to Beneficiary unenforceable, in
violation of any of the provisions of Section 726 of the California Code of Civil Procedure,or
otherwise limiting any rights available to Beneficiary. Without limiting the foregoing,
Beneficiary shall have the rights and remedies contained in Section 2938 of the California Civil
Code, as amended or modified from time to time. The collection of such Rents and Profits, or the
entering upon and taking possession of the Trust Estate, or the application thereof as aforesaid,
shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act
done in response to such Event of Default or pursuant to such notice of default.
3.2 Leases Affectingthe e Property.
3.2.1 Trustor warrants, represents and covenants as to each lease between
Trustor and any tenant now or hereafter affecting all or any part of the Property or
Improvements, (each, a "Tenant Lease")that(i)no Tenant Lease grants to the Tenant thereunder,
or anyone else, an option to purchase all or any part of the Property or Improvements or any right
of first refusal with respect thereto; and(ii)Trustor has full right,power and authority to assign
the Tenant Leases and the Rents and Profits.
3.2.2 The assignment of leases set forth hereinabove shall not be deemed to
impose upon the Beneficiary any of the obligations or duties of the Trustor provided in any such
Tenant Lease (including, without limitation, any.liability under the covenant of quiet enjoyment
contained in any Tenant Lease). If requested by Beneficiary, shall furnish promptly to
Beneficiary original or certified copies of all Tenant Leases now existing or hereafter created.
Trustor shall not accept payment of rent more than one(1)month in advance without the prior
written consent of Beneficiary.
3.2.3 With respect to the assignment of leases hereinabove set forth, Trustor
shall, from time to time upon request of Beneficiary, specifically assign to Beneficiary,by an
instrument in writing in such form as may be approved by the Beneficiary, all right,title and
interest of Trustor in and to any and all Tenant Leases now or hereafter of or affecting the
Property or Improvements, together with all security therefor and all monies payable thereunder,
subject to the conditional License hereinabove given to Trustor to collect the rents under any
such Tenant Leases. Trustor shall also execute and deliver to Beneficiary any notification,
financing statement or other document reasonably required by Beneficiary to perfect the
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foregoing assignment as to any such Tenant Leases. Beneficiary shall have the right, at any time
and from time to time, to notify any tenant of the rights of Beneficiary as provided in the
assignment by Trustor to Beneficiary of all Tenant Leases or to the rents, issues, profits,
earnings, income and other benefits therefrom and from the Property.
3.2.4 In the event of any default by Trustor with respect to the Obligation or the
occurrence of any Event of Default under any of the other Payment Documents and the
institution by Beneficiary of any foreclosure, receivership or other proceeding for the
enforcement of Beneficiary's rights or remedies under this Deed of Trust, Beneficiary may elect
at any time prior to consummation of a foreclosure sale of the Property, and the purchaser at such
foreclosure sale (including Beneficiary) may elect at any time within thirty (30) days following
the consummation of such foreclosure sale, to declare any or all Tenant Leases to be prior and
superior to the lien of this Deed of Trust and to recognize the rights of the Tenant(s)thereunder,
in which event such Tenant Lease(s) shall survive such foreclosure sale and shall be and remain
in full force and effect, and the Tenant(s)thereunder shall be obligated to attom to Beneficiary or
such purchaser and to execute and deliver such instruments of attornment as Beneficiary or such
purchaser shall require. Any such election shall be in the sole discretion of Beneficiary or such
purchaser, and shall be evidenced by written notice from Beneficiary to Trustor and/or to the
applicable Tenant(s) delivered either prior to or within thirty (30) days following such
foreclosure sale, by a statement of such election contained in the notice of the foreclosure sale,
and/or by announcement at such foreclosure sale.
ARTICLE 4
EVENTS OF DEFAULT,• REMEDIES
4.1 Events of Default. The occurrence of any of the following events shall be a
material breach of and default under this Deed of Trust(each, an "Event of Default"):
4.1.1 Upon written notice from Beneficiary to Trustor(except for the
occurrence of any event described in Section 4.1.1(a) or Sections 4.1.1(d)through(i)hereof,
inclusive, in which case no notice shall be required) and, in the case of the event described in
Section 4.1.1(b)hereof,the expiration of the cure period provided in Section 4.1.2 hereof, the
occurrence of one or more of the following shall constitute an Event of Default under this Deed
of Trust:
(a) failure to pay or perform the Obligation as and when required by
Subsection 5.1.10 of the Agreement, after the expiration of any cure period as may be provided
in the Agreement;
(b) failure to comply with, perform or observe any of the obligations
or covenants made by Trustor in this Deed of Trust(other than the failure to pay and perform the
Obligation as and when required by Subsection 5.1.10 of the Agreement and other than a default
under Section 1.8 of this Deed of Trust);
(c) the breach in any material respect of any representation or
warranty made by Trustor hereunder;
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i
(d) Beneficiary fails to have a legal, valid, binding, and enforceable
third priority (subject only to the Hong Kong Metro Deed of Trust and Lower Property Deed of
Trust as each is defined in the Agreement) lien against the Trust Estate reasonably acceptable to
Beneficiary;
(e) the commencement by any partner in Trustor of any action or
proceeding which seeks as one of its remedies the dissolution of Trustor or any partner in
Trustor;
(f) if any Governmental Authority, or any court at the instance
thereof, shall assume control over the affairs or operations of, or a receiver or trustee shall be
appointed over or of any substantial part of, or a writ or order of attachment or garnishment shall
be issued or made against any substantial part of the property of Trustor or any guarantor of the
Obligation;
(g) if Trustor or any guarantor of the Obligation shall admit in writing
its inability to pay its debts when due, or shall make an assignment for the benefit of creditors; or
Trustor or any such guarantor shall apply for or consent to the appointment of any receiver,
trustee or similar officer for Trustor or any such guarantor, as the case may be, or for all or any
substantial part of their respective property; or Trustor or any such guarantor shall institute (by
petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debts, dissolution, liquidation, or similar proceedings relating to
Trustor or any such guarantor, as the case may be, or under the laws of any jurisdiction;
(h) if a receiver,trustee or similar officer shall be appointed for
Trustor or any such guarantor of the Obligation and for all or any substantial part of their
respective property without the application or consent of Trustor or any such guarantor, as the
case may be, and such appointment shall continue undischarged for a period of forty-five(45)
days (whether or not consecutive); or any bankruptcy, insolvency, reorganization, arrangements,
readjustment of debt, dissolution, liquidation or similar proceedings shall be instituted(by
petition, application or otherwise) against Trustor or any such guarantor and shall remain
undismissed for a period of forty-five (45) days (whether or not consecutive); or
(i) any Transfer(as defined in Section 1.8 hereof)without the prior
written consent of Beneficiary.
4.1.2 Only the defaults set forth in Sections 4.1.1(b) and(c)hereof are
potentially curable and shall be deemed cured, if:
(a) Trustor commences to cure said default within fifteen(15) days of
receipt of Beneficiary's notice of default and diligently proceeds to cure the same; and
(b) Trustor cures such default within thirty (30)days after receipt of
Beneficiary's notice provided that if such default is curable but more than thirty(30)days are
reasonably required to cure such default, Trustor shall not be deemed in default hereunder if
(i) Trustor commences to cure such default promptly within the fifteen(15) day period referred
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to in (a), above, and proceeds diligently and continuously thereafter to cure such default and
actually cures the same within a reasonable time, and(ii) the security of Beneficiary is not
adversely affected by such delay.
4.1.3 All notice and cure periods provided herein or in any other Payment
Document shall run concurrently with any notice or cure periods provided by applicable law.
4.2 Acceleration Upon Default, Additional Remedies. Upon the occurrence of an
Event of Default, Beneficiary may, at its sole option, declare all indebtedness secured hereby to
be immediately due and payable without any presentment, demand, protest or notice of any kind.
Thereafter Beneficiary may:
4.2.1 Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court and without regard to the adequacy of its
security, enter upon and take possession of the Trust Estate, or any part thereof, in its own name
or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the
value, marketability or rentability of the Trust Estate, including, without limitation(a)taking
possession of Trustor's books and records, (b)completing the construction of any incomplete
Improvements, (c) maintaining or repairing the Improvements or the Property, (d) increasing the
income from the Project, with or without taking possession of the Trust Estate, (e) entering into,
modifying, or enforcing.Leases, (f) suing for or otherwise collecting the Rents or other amounts
owing to Trustor, including those past due and unpaid, and(g) applying the same, less costs and
expenses of operation and collection including, without limitation, attorneys' fees, upon any
indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon
and taking possession of the Trust Estate,the collection of such Rents and the application thereof
as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder;
4.2.2 Elect in Beneficiary's sole discretion to cause the Trust Estate or any part
thereof to be sold under the power of sale herein granted in any manner permitted by applicable
law or to commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver,
or specifically enforce any of the covenants hereof,
4.2.3 Deliver to Trustee a written declaration of default and demand for sale and
a written notice of default and election to cause Trustor's interest in the Trust Estate to be sold,
which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records
of the County in which the Trust Estate is located; or
4.2.4 Exercise all other rights and remedies provided herein, in any other
Payment Document, or available at law, in equity or by statute.
4.3 Foreclosure by Power of Sale. Should Beneficiary elect to foreclose by exercise
of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with
Trustee this Deed of Trust and such receipts and evidence of expenditures made and secured
hereby as Trustee may require.
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4.3.1 Beneficiary or Trustee shall give such notice of default and election to sell
as is then required by applicable law. Trustee shall, without demand on Trustor, after lapse of
such time as may then be required by law and after recordation of such notice of default and after
notice of sale having been given as required by law, sell the Trust Estate at the time and place of
sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items as
Beneficiary shall deem expedient, and in such order as it may determine, at public auction to the
highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee
shall deliver to such purchaser or purchasers thereof a trustee's deed conveying the property so
sold, which shall not contain any covenant or warranty, express or implied. The recitals in such
deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale and
Beneficiary shall be entitled to pay the purchase price by crediting the purchase price of the
property against the obligations secured hereby.
4.3.2 After deducting all costs, fees and expenses of Trustee and of this Trust,
including costs of evidence of title in connection with sale, Trustee shall apply the proceeds of
sale in the following priority, to payment of: (i) first, all sums expended under the terms hereof,
not then repaid, with accrued interest at the Default Rate; (ii) second, all other sums then secured
hereby; and (iii)the remainder, if any,to the person or persons legally entitled thereto.
4.3.3 Subject to California Civil Code Section 2924g, Trustee may postpone
sale of all or any portion of the Trust Estate by public announcement at such time and place of
sale, and from time to time thereafter may postpone such sale by public announcement or
subsequently noticed sale, and without further notice make such sale at the time fixed by the last
postponement, or may, in its discretion, give a new notice of sale.
4.4 Personal Property. Upon the occurrence of an Event of Default, Beneficiary may
proceed at its election, in any sequence: (a)to dispose of any personal property separately from
the sale of the Property in accordance with Division 9 of the California Commercial Code or
other applicable law; and(b)to dispose of some or all of the Trust Estate and the personal
property in any combination consisting of both real and personal property together in one or
more sales to be held in accordance with the provisions of Section 9501(4)of the California
Commercial Code.
4.5 Appointment of Receiver. Upon the occurrence of an Event of Default hereunder,
Beneficiary,to the fullest extent permitted by law and without notice to Trustor or anyone
claiming under Trustor, and without regard to the then value of the Trust Estate or the adequacy
for any security for the obligations then secured hereby, shall have the right to apply to any court
having jurisdiction to appoint a receiver or receivers of the Trust Estate, and Trustor hereby
irrevocably consents to such appointment and to the fullest extent permitted by law waives notice
of any application therefor. Any such receiver or receivers shall have all the usual powers and
duties of receivers in like or similar cases and all the powers and duties of Beneficiary_ in case of
entry as provided herein.
4.6 Remedies Not Exclusive. Trustee and Beneficiary, and each of them, shall be
entitled to enforce payment and performance of any indebtedness or obligations secured hereby
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and to exercise all rights and powers under this Deed of Trust or under any other Payment
Document or any other agreement or any laws now or hereafter in force, notwithstanding some
or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise
secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the
acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the
power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee's
or Beneficiary's right to realize upon or enforce any other security now or hereafter held by
Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be
entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary
or Trustee in such order and manner as they or either of them may in their absolute discretion
determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to
be exclusive of any other remedy herein, in any of the other Payment Documents, in any other
agreement(including without limitation,the Agreement),or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or by agreement. Every power or remedy
given by any of the Payment Documents to Trustee or Beneficiary or to which either of them
may be otherwise entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by Trustee or Beneficiary and either of them may
pursue inconsistent remedies.
4.7 Request for Notice. Trustor hereby requests a copy of any notice of default and
that any notice of sale hereunder be mailed to it at the address set forth in Section 5.4 of this
Deed of Trust.
4.8 Forbearance by Beneficiary Not a Waiver. Any forbearance by Beneficiary in
exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a
waiver of or preclude the exercise of any right or remedy. The acceptance by Beneficiary of
payment of any sum secured by this Deed of Trust after the due date of such payment shall not
be a waiver of Beneficiary's right either to require prompt payment when due of all other sums so
secured or to declare an Event of Default for failure to make prompt payment. The procurement
of insurance or the payment of taxes or other liens or charges by Beneficiary shall not be a
waiver of Beneficiary's right to accelerate the maturity of the indebtedness secured by this Deed
of Trust nor shall Beneficiary's receipt of any awards,proceeds or damages under this Deed of
Trust operate to cure or waive Trustor's default in payment of sums secured by this Deed of
Trust.
4.9 Environmental Provisions. Without limiting any of the remedies provided in the
Payment Documents, Trustor acknowledges and agrees that Section 4.11 of this Deed of Trust is
an environmental provision(as defined in Section 736(f)(2)of the California Code of Civil
Procedure)made by the Trustor relating to the Property security(the "Environmental
Provisions"), and that Trustor's failure to comply with the Environmental Provisions is a breach
of contract such that Beneficiary shall have the remedies provided under Section 736 of the
California Code of Civil Procedure ("Section 736") for the recovery of damages and for the
enforcement of the Environmental Provisions. Pursuant to Section 736,Beneficiary's action for
recovery of damages or enforcement of the Environmental Provision shall not constitute an
action within the meaning of Section 726(a) of the California Code of Civil Procedure or
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constitute a money judgment for a deficiency or a deficiency judgment within the meaning of
Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure. All remedies
provided for by the Payment Documents are separate and distinct causes of action that are not
abrogated, modified, limited or otherwise affected by the remedies provided under Section
736(a) of the California Code of Civil Procedure.
4.10 Costs and Expenses. Trustor shall pay to Beneficiary, upon demand, all expenses
(including, without limitation, fees, costs and expenses of attorneys, engineers, accountants and
agents) of obtaining a judgment, order or decree or otherwise seeking to enforce its rights or
exercise its remedies with respect to the Obligation, or under this Deed of Trust or any of the
other Payment Documents, and all such expenses shall, until paid, be secured by this Deed of
Trust and shall bear interest at the Default Rate.
4.11 Environmental Matters.
4.11.1 Definitions.
(a) "Environmental Laws" shall mean any and all present and future
federal, state and local laws, ordinances, regulations,policies and any other requirements of
Governmental Authorities relating to health, safety,the environment or to any Hazardous
Substances, including without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act(CERCLA),the Resource Conservation Recovery Act(RCRA),
the Hazardous Materials Transportation Act,the Toxic Substance Control Act,the Endangered
Species Act,the Clean Water Act, the Occupational Safety and Health Act, the California
Environmental Quality Act and the applicable provisions of the California Health and Safety
Code, California Labor Code and the California Water Code, and the rules, regulations and
guidance documents promulgated thereunder.
(b) "Hazardous Substances" shall mean(a) any chemical,compound,
material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified
pursuant to, any Environmental Laws as a "hazardous substance", "hazardous material",
"hazardous waste", "extremely hazardous waste", "acutely hazardous waste," "radioactive
waste", "infectious waste", "biohazardous waste", "toxic substance", "pollutant", "toxic
pollutant," "contaminant" as well as any formulation not mentioned herein intended to define,
list, or classify substances by reason of deleterious properties such as ignitability,corrosivity,
reactivity, carcinogenicity,toxicity, reproductive toxicity, "EP toxicity," or "TCLP toxicity"; (b)
petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel(or
mixtures of natural gas and such synthetic gas) and ash produced by a resource recovery facility
utilizing a municipal solid waste stream, and drilling fluids,produced waters and other wastes
associated with the exploration, development or production of crude oil,natural gas,or
geothermal resources; (c) "hazardous substance" as defined in Section 25281(f) of the-California
Health and Safety Code; (d) "waste" as defined in section 13050(d)of the California Water
Code; (e) asbestos in any form; (f)urea formaldehyde foam insulation; (g)polychlorinated
biphenyls (PCBs); (h) radon; and(i) any other chemical, material,or substance that,because of
its quantity, concentration, or physical or chemical characteristics,exposure to which is limited
or regulated for health and safety reasons by any Governmental Authority, or which poses a
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significant present or potential hazard to human health and safety or to the environment if
released into the workplace or the environment.
(c) "Governmental Authority" shall mean any federal, state or local
body, department, agency or authority which has jurisdiction over the Property, the
Improvements, or the use, occupancy or operation of the Property or Improvements, or which
has the power to regulate, govern, approve or control the Property or Improvements or any
aspect thereof.
4.11.2 Trustor shall, at its own expense, comply and cause all persons entering
the Property to comply with all Environmental Laws applicable to the Property and/or
Improvements. Trustor shall promptly advise Beneficiary in writing of any (a) discovery of
Hazardous Substances on the Property; or(b) claim; action or order threatened or instituted by
any third party(including Governmental Authorities) against the Property or Trustor relating to
damages, cost recovery, loss or injury resulting from any Hazardous Substances. Trustor shall
provide Beneficiary with copies of all communications with any third parry (including
Governmental Authorities) relating to any Environmental Law or any claim, action or order
relating to Hazardous Substances at, on, under or in the Property. Beneficiary shall have the
right, at Trustor's expense,to retain a professional environmental consultant to conduct an
investigation of the Property and/or Improvements with respect to Hazardous Substances or the
Property's and/or Improvements' compliance with Environmental Laws. Trustor hereby grants
to Beneficiary, its agents, employees, consultants and contractors, an irrevocable license and
authorization to enter upon and inspect the Property and Improvements and to conduct such tests
and investigations at the Property as Beneficiary, in its sole discretion, determines necessary. If
any remedial or other response action is required to bring the Property and/or Improvements into
compliance with Environmental Laws, Trustor shall immediately notify Beneficiary of such
situation and shall prepare a written plan setting forth a description of such situation(and all
environmental reports relating thereto) and the remedial and/or other response action that Trustor
proposes to implement to bring the Property and/or Improvements into compliance with all
Environmental Laws. Trustor shall, at its own expense,thereafter diligently and continuously
pursue the remediation of the condition necessary to bring the Property and/or Improvements
into compliance with all Environmental Laws.
4.11.3 To the fullest extent permitted by law, Trustor hereby agrees to indemnify,
defend and hold harmless Beneficiary and its directors, officers, and employees from and against
any and all loss, liability,expense, and damages of any kind or nature, and from any suits, causes
of action, actions, proceedings, claims,demands, and orders, including, without limitation, (i)all
damages to any natural resources, and the costs of any required or necessary repair, clean up,
response cost, or remediation of the Property and/or Improvements, and the preparation and
implementation of any closure, remedial or other required plans; and(ii)all costs and.expenses
incurred in connection with clause (i) including, without limitation,reasonable attorneys' fees
and costs,whether in suit or not,to the extent arising directly or indirectly, in whole or in part,
out of(a)the prior, present or future existence, or alleged existence,of any Hazardous
Substances on, in or under the Property or Improvements, (b)the removal of or failure to remove
any Hazardous Substances from the Property or Improvements, in each case whether prior to or
during the term of the Obligation, and whether by Trustor or any predecessor-in-title or any other
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person or entity. The foregoing indemnity shall apply to any residual Hazardous Substances'
contamination on, in or under the Property or Improvements that occurs prior to or during the
term of the Obligation and to any Hazardous Substances contamination of any property or
natural resources arising in connection with any activity involving Hazardous Substances with
respect to the Property that occurs prior to or during the term of the Obligation, irrespective of
whether any of such activities were or will be undertaken in accordance with applicable
Environmental Laws. Upon receiving written notice of any suit, claim or demand asserted by a
third party that Beneficiary believes is covered by this indemnity, Beneficiary shall give Trustor
notice of the matter and an opportunity to defend it, at Trustor's sole cost and expense, with legal
counsel satisfactory to Beneficiary. Beneficiary may also require Trustor to so defend the
matter. The obligations of Trustor under this Section 4.11.3 shall survive the closing of the
transaction creating the Obligation and the repayment and performance of the Obligation and
shall survive any foreclosure or deed-in-lieu of foreclosure under this Deed of Trust, but shall not
survive Beneficiary's acquisition of fee title to the Property pursuant to the terms of the
Agreement.
ARTICLE 5
MISCELLANEOUS
5.1 Amendments. This instrument cannot be waived, changed, discharged or
terminated orally, but only by an instrument in writing signed by the parry against whom
enforcement of any waiver, change, discharge or termination is sought.
5.2 Trustor Waiver of Rights. Trustor waives to the fullest extent permitted by law,
(a) the benefit of all laws now existing or that may hereafter be enacted providing for any
appraisement before sale of any portion of the Trust Estate, (b) all rights of redemption,
valuation, appraisement, stay of execution, notice of election to mature or declare due the whole
of the secured indebtedness and marshalling in the event of foreclosure of the liens hereby
created, (c) all rights and remedies which Trustor may have or be able to assert by reason of the
laws of the State of California pertaining to the rights and remedies of sureties, (d)the right to
assert any statute of limitations as a bar to the enforcement of the lien of this Deed of Trust or to
any action brought to enforce the Obligation or any other obligation secured by this Deed of
Trust, and(e) any rights, legal or equitable,to require marshalling of assets or to require upon
foreclosure sales in a particular order, including any rights under California Civil Code Sections
2899 and 3433. Beneficiary shall have the right to determine the order in which any or all of the
Property shall be subjected to the remedies provided herein. Beneficiary shall have the right to
determine the order in which any or all portions of the indebtedness secured hereby are satisfied
from the proceeds realized upon the exercise of the remedies provided herein. Nothing
contained herein shall be deemed to be a waiver of Trustor's rights under Section 2924c of the
California Civil Code.
5.3 Statements by Trustor. Trustor shall, within thirty (30)days after written notice
thereof from Beneficiary, deliver to Beneficiary a written statement, fully acknowledged, stating
the unpaid balance of the Obligation and any other amounts secured by this Deed of Trust and
stating whether any offset, counterclaim or defense allegedly exists against such sums and the
obligations of the Deed of Trust.
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5.4 Notices. Any notice, demand or request required hereunder shall be given in
writing (at the addresses set forth below) by any of the following means: (i) personal service; (ii)
telephonic facsimile transmission; (iii) nationally recognized overnight commercial mail service;
or (iv) registered or certified, first class U.S. mail, return receipt requested.
If to Trustor: Arlie Land and Cattle Company
722 Country Club Road
Eugene, Oregon 97401
Fax: (541) 485-2550
Attn: John Musumeci
Copy to: Landels, Ripley &Diamond, LLP
350 The Embarcadero, Sixth Floor
San Francisco, California 94105
Fax: (415) 512-8750
Attn: Scott Rogers
Copy to: Acosta Commercial Real Estate Services
450 East Strawberry Drive, Suite 35
Mill Valley, CA 94921
Fax: (415) 383-5292
Attn: Louis Acosta
If to Beneficiary: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, California 94022
Fax: (650) 691-0485
Attn: L.C. Britton
Copy to: Miller, Starr& Regalia
545 Middlefield Road, Suite 200
Menlo Park, California 94025
Attn: Robin Kennedy or Lance Anderson
If to Trustee: Old Republic Title Company
1900 The Alameda
San Jose, CA 95126
Fax: (408) 249-2314
Such addresses may be changed by notice to the other parties given in the same manner as above
provided. Any notice, demand or request sent pursuant to either Subsection(i)or(ii), above,
shall be deemed received upon such personal service or upon dispatch by electronic means
(provided, however, that a dispatch by facsimile transmission which occurs on any day other
than a business day or after 5:00 p.m. Pacific time shall not be deemed received until 9:00 a.m.
Pacific time on the next business day). Any notice, demand or request sent pursuant to
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Subsection(iii), above, shall be deemed received on the business day immediately following
deposit with the commercial mail service, and, if sent pursuant to Subsection (iv), above, shall be
deemed received forty-eight (48) hours following deposit into the U.S. mail.
5.5 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.
5.6 Captions. The captions or headings at the beginning of each Article and Section
hereof are for the convenience of the parties and are not a part of this Deed of Trust.
5.7 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended
to be severable. In the event any term or provision hereof is declared to be illegal, invalid or
unenforceable for any reason whatsoever by a court of competent jurisdiction, such illegality or
invalidity shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.
5.8 Attorneys' Fees. If the Obligation is not paid when due or if any Event of Default
occurs, Trustor promises to pay all costs of enforcement and collection, including but not limited
to, reasonable attorneys' fees, whether or not such enforcement and collection includes the filing
of a lawsuit. As used herein, the terms "attorneys' fees" or "attorneys' fees and costs" shall mean
the fees and expenses of counsel to Beneficiary (including, without limitation, in-house counsel
employed by Beneficiary), which may include, without limitation,printing, duplicating and other
expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not
admitted to the bar but performing services under the supervision of an attorney and all such fees
and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and
whether or not any action or proceeding is brought with respect to the matter for which said fees
and expenses were incurred. In the event of any dispute or litigation concerning the
enforcement, validity or interpretation of this Deed of Trust,the losing party shall pay all costs,
charges and expenses(including reasonable attorneys' fees) incurred by the prevailing party..
5.9 No Merger. In the event Beneficiary or Trustor succeeds to different estates or
interests in the Property (including, without limitation, interests as a beneficiary and owner)with
or without any outstanding intervening estates or interest,no merger of estates or interest shall be
deemed to have occurred without Beneficiary's written consent. Without limiting the generality
of the foregoing, if both the lessor's and lessee's estate under any lease or any portion thereof
which constitutes a part of the Trust Estate shall at any time become vested in one owner,this
Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of
the doctrine of merger unless Beneficiary so elects as evidenced by recording a written
declaration so stating, and, unless and until Beneficiary so elects, Beneficiary shall continue to
have and enjoy all of the rights and privileges of Beneficiary as to the separate estates. In
addition, upon the foreclosure of the lien created by this Deed of Trust on the Trust Estate
pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any
portion of the Trust Estate shall not be destroyed or terminated by application of the law of
merger or as a matter of law or as a result of such foreclosure unless Beneficiary or any
purchaser at such foreclosure sale shall so elect. No act by or on behalf of Beneficiary or any
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such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such
purchaser shall give written notice thereof to such tenant or subtenant.
5.10 Governing Law. THIS DEED OF TRUST SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
5.11 Joint and Several Obligations. Should this Deed of Trust be signed by more than
one party, all obligations herein contained shall be deemed to be the joint and several obligations
of each party executing this Deed of Trust. Any married person signing this Deed of Trust
agrees that recourse may be had against community assets and against his or her separate
property for the satisfaction of all obligations contained herein.
5.12 Interpretation, Conflict. In this Deed of Trust the singular shall include the plural
and the masculine shall include the feminine and neuter and vice versa, if the context so requires.
In the event of any conflict between this Deed of Trust and the Agreement,this Deed of Trust
shall control.
5.13 Reconvevance by Trustee. The Deed of Trust shall be reconveyed in accordance
with Subsection 5.1.10(g) of the Agreement. Upon written request of Beneficiary stating that all
sums secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for
cancellation and retention and upon payment by Trustor of Trustee's fees, Trustee shall reconvey
to Trustor, or to the person or persons legally entitled thereto, without warranty, any portion of
the Trust Estate then held hereunder. The recitals in such reconveyance of any matters or facts
shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be
described as "the person or persons legally entitled thereto." Such grantee shall pay Trustee a
reasonable fee and Trustee's costs incurred in so reconveying the Trust Estate.
5.14 Counterparts. This document may be executed and acknowledged in
counterparts, all of which executed and acknowledged counterparts shall together constitute a
single document. Signature and acknowledgment pages may be detached from the counterparts
and attached to a single copy of this document to physically form one document,which may be
recorded.
5.15 Nonforeign Entity. Section 1445 of the Internal Revenue Code of 1986, as
amended(the "Internal Revenue Code")provides that a transferee of a U.S. Property interest
must withhold tax if the transferor is a foreign person. To inform Beneficiary that the
withholding of tax will not be required in the event of the disposition of the Property or
Improvements pursuant to the terms of this Deed of Trust, Trustor hereby certifies,under penalty
of perjury,that: (a) Trustor is not a foreign corporation, foreign partnership, foreign trust or
foreign estate, as those terms are defined in the Internal Revenue Code and the regulations
promulgated thereunder; and (b)Trustor's principal place of business is Cottage Grove, Oregon.
It is understood that Beneficiary may disclose the contents of this certification to the Internal
Revenue Service and that any false statement contained herein could be punished by Pine,
imprisonment or both. Trustor covenants and agrees to execute such further certificates, which
shall be signed under penalty of perjury, as Beneficiary shall reasonably require. The covenant
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MPOS\374251318265 A
set forth herein shall survive the foreclosure of the lien of this Deed of Trust or acceptance of a
deed in lieu thereof.
5.16 Substitute Trustee. Beneficiary at any time and from time to time, by instrument
in writing, may substitute and appoint a successor Trustee (either corporate or individual) to any
Trustee named herein or previously substituted hereunder, which instrument when executed,
acknowledged, and recorded in the Official Records of the Office of the Recorder of the county
or counties where the Property is located shall be conclusive proof of the proper substitution and
appointment of each successor trustee or trustees, who shall then have all the title, powers, duties
and rights of the predecessor Trustee, without the necessity of any conveyance from such
predecessor. Trustee shall not be obligated to notify any party hereto of pending sale under any
other Deed of Trust, or, unless brought by Trustee, or any action or proceeding in which Trustor,
Beneficiary or Trustee shall be a party.
5.17 Fixture Filing; Security Agreement.
5.17.1 This Deed of Trust constitutes a financing statement filed as a fixture
filing in the Official Records of the County Recorder in the county in which the Property is
located with respect to any and all fixtures included within the term "Trust Estate" as used herein
and with respect to any goods or other personal property that may now be or hereafter become
such fixtures.
5.17.2 . Trustor(as debtor)hereby grants to Beneficiary (as creditor and secured
party) a security interest in all tangible and intangible personal property constituting the Trust
Estate or part thereof including,without limitation, fixtures, machinery, appliances, equipment,
furniture, claims, demands and causes of actions, licenses,permits, contracts and agreements and
other general intangibles described hereinabove. Trustor shall execute any and all documents
(including, without limitation, financing statements pursuant to the California Commercial Code)
as Beneficiary may request to preserve and maintain the priority of the lien created hereby on
property which may be deemed personal property or fixtures, and shall pay to Beneficiary on
demand any expenses incurred by Beneficiary in connection with the preparation,execution and
filing of any such documents. Said financing statements shall be filed, at Beneficiary's sole
option, with the Office of the Secretary of State of the State of California, in the real estate
records of the county in which the Property is located, and/or such other offices as Beneficiary
deems advisable. Trustor hereby authorizes and empowers Beneficiary to execute and file, on
the Trustor's behalf, all financing statements and refilings and continuations thereof as
Beneficiary deems necessary or advisable to create, preserve and protect said lien and security
interest. This Deed of Trust constitutes a security agreement for any and all items of the Trust
Estate which are personal property and fixtures and which, under applicable law, may be subject
to a security interest pursuant to the California Commercial Code and which are not herein
effectively made part of the Property. Trustor hereby grants Beneficiary a security interest in
said property, and in all additions, substitutions and proceeds thereof, for the purpose of securing
all indebtedness and obligations of Trustor now or hereafter secured by this Deed of Trust. The
remedies available to Beneficiary for violations of the covenants,terms and conditions set forth
in this security agreement shall be (i) as set forth in this Deed of Trust and (ii) as permitted under
the laws of the state where the Property is located including, without limitation,the California
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MPOS1374251318265.4
Commercial Code. Each of these remedies shall be distinct and cumulative as to all other rights
or other remedies and may be exercised concurrently, independently or successively, as
Beneficiary may elect.
5.17.3 Trustor and Beneficiary agree that neither the filing of a financing
statement in the public records normally having to do with personal property nor the taking of
any other action described in the above Sections shall be construed in any way as derogating
from or impairing the express declaration and intention of the parties hereto, hereinabove stated,
that everything used in connection with the production of income from the Property and/or
adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all
times and for all purposes and in all proceedings both legal or equitable, shall be regarded, to the
extent permitted by applicable law, as part of the real estate encumbered by this Deed of Trust
irrespective of whether(i) any such item is physically attached to the Improvements, (ii)serial
numbers are used for the better identification of certain equipment or other items capable of
being thus identified in a recital contained herein or in any list filed with Beneficiary, or(iii) any
such item is referred to or reflected in any such financing statement so filed at any time.
Similarly,the mention in any such financing statement of(1) rights in or to the proceeds of any
fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking
or for loss of value, or(3) Trustor's interest as lessor in any present or future lease, rental
agreement, tenancy agreement or occupancy agreement or right to income growing out of the use
and/or occupancy of the Property, whether pursuant to lease or otherwise, shall never be
construed as in any way altering any of the rights of Beneficiary as determined by this Deed of
Trust or impugning the priority of Beneficiary's lien granted hereby or by any other recorded
document, but such mention in the financing statement is declared to be for the protection of the
Beneficiary in the event any court or judge shall at any time hold with respect to clauses (1), (2),
and(3) of this Section 5.17.3 that notice of the Beneficiary's priority of interest to be effective
against a particular class of persons, including but not limited to the federal government and any
subdivisions or entity of the federal government, must be filed in such public records
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MPOS1374251318265.4
5.18 house's Separate Property. Any Trustor who is a married person expressly
agrees that recourse may be had against his or her separate property.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and
year first above written.
TRUSTOR: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Suzanne Arlie
Its: President
By:
John Musumeci
Its: Vice President
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MPOS137425\318265.4
STATE OF
ss
COUNTY OF
On 19_, before me,
a Notary Public in and for said State,personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence)to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
STATE OF
) ss
COUNTY OF
On 19_, before me,
a Notary Public in and for said State,personally appeared
personally known to me(or proved to me on the basis of satisfactory evidence)to be the
person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
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MPOS\37425\318265.4
EXHIBIT J
PROPERTY RELATED DOCUMENTS
1. Letter dated February 11, 1999 from Scott D. Rogers to Lance Anderson enclosing five (5)
reports from JCP Geologists, Inc. regarding natural hazards conditions
2. Letter dated September 19, 1996 from Pietro G. Denevi to Dr. Lee and the Hong Kong Metro
Realty Board of Directors
3. Letter dated November 30, 1996 from Nordmo Associates to Pietro Denevi
4. Letter dated January 16, 1997 from Paul E. Gaspari to Jeffrey S. Lawson
5. Letter dated January 21, 1997 from Jeffrey S. Lawson to Pietro G. Denevi
6. Letter dated July 27, 1994 from Jennifer C. Hall of Burnett, Burnett & Allen to Pete
Denevi/Jun W. Lee
7. Letter dated April 13, 1994 from Jennifer C. Hall of Burnett, Burnett & Allen to Pete
Denevi/Jun W. Lee
8. Letter dated April 14, 1994 from Jennifer C. Hall of Burnett, Burnett & Allen to Byron C.
Foster
9. Letter dated as of April 25, 1994 from Dirk J. Mattem to Jennifer C. Hall
10. Letter dated as of May 16, 1994 from Carolyn T. Walsh to Douglas Allen/Jennifer Hall
11. Letter dated as of May 4, 1994 from Jennifer C. Hall to Dirk J. Mattern
12. Letter dated December 14, 1994 to "Doc" on Los Gatos Country Club letterhead
13. Letter dated May 16, 1997 from Pietro"Pete"Denevi to Jun Lee/Sigman Lee/Stanley Ho
14. Letter dated January 15, 1999 from Michael D. Lester to John Grifall
15. Letter dated February 4, 1999 from Michael D. Lester to Jan Ellard
16. Letter dated February 10, 1999 from Jan Ellard to John Grifall
17. Six (6) color photographs
18. Letter dated July 31, 1998, from Michael D. Lester to Paul & Glenda Smith.
1
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19. Resident Caretaker Contract dated December 30, 1998, between John and Jane Bobb and
Arlie Land & Cattle Company.
20. Letter dated December 17, 1998, to Michael Lester from William H. Moore.
21. Letter dated January 4, 1999, to William H. Moore from Michael Lester.
22. Letter dated October 13, 1998, to Michael Lester from William Cole.
23. Letter dated January 14, 1999, to William Cole from Michael Shires.
24. Letter dated September 10, 1998, to Arlie Land & Cattle Company from Larry Castellanos of
Associated Right of Way Services, Inc.
25. Letter dated September 21, 1998, to Mike Lester from John C. Callan.
26. Letter dated August 26, 1997, to Pietro Denevi from Department of Forestry and Fire
Protection.
27. Facsimile cover sheet from Pietro Denevi to Jun W. Lee and Sing Man Lee regarding Alma
College Purchase. Includes facsimile cover sheet and Standard Proposal and Agreement for
replacement of CMP culvert.
28. Alma College Overall Site Plan
29. County of Santa Clara Application for Environmental Clearance dated February 8, 1995.
Includes Environmental Information Form.
30. Letter dated April 26, 1996, to Leode Franklin from Gerry De Young of Ruth+ Going.
31. Letter dated April 16, 1996, to Susie Wilson from Bill Shoe from the County of Santa Clara
Environmental Resources Agency.
32. Letter dated August 30, 1991, to Pete Denevi from Paul Larson and Bill Sampson of Ruth +
Going, Inc.
33. Letter dated January 16, 1992, to Pete Denevi from Paul Larson.
34. Los Gatos Property Land Planning Study dated September, 1990. Prepared for SRI Design
by Environmental Science Associates, Inc.
35. Indenture of Lease dated June 1, 1998, between Arlie Land & Cattle Company and George
Hall dba Maxicon General Engineering.
36. Lease Agreement dated March 3, 1997, between Paul Smith dba Bear Creek Stables and
Hong Kong Metro Realty Co.
2
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4*
37. List of Novitiate Property Taxes from 12/31/97 to 6/30/99. Includes copies of invoices for
the following parcels:
544-28-004-00
544-29-006-00
544-30-002-00
544-30-003-00
544-31-002-00
544-31-003-00
544-31-004-00
544-32-001-00
544-33-001-00
544-33-002-00
544-33-003-00
544-33-014-00
544-50-001-00
544-50-004-00
544-56-004-00
39. Letter dated September 21, 1998, to Mike Lester from John C. Callan enclosing
Presentation Center Water Agreement.
40. Farm Owners Insurance Policy issued by Mutual of Enumclaw Insurance Company for the
period 2/13/98 to 2/13/99.
41. Water Agreement dated March 8, 1993, between Presentation Center and Hong Kong
Metro Realty, Inc.
42. Certificate of Compliance No. 2337-24-44-84CC recorded as Instrument No. 8363351.
43. Certificate of Compliance No. 2335-24-45-84CC recorded as Instrument No. 8305199.
44. Certificate of Compliance No. 2336-24-45-84CC recorded as Instrument No. 8305196.
45. Certificate of Compliance No. 2334-24-45-84CC recorded as Instrument No. 8304016.
46. Certificate of Compliance No. 2333-24-44-84CC recorded as Instrument No. 8305200.
47. Certificate of Compliance No. 2332-23-44-84CC recorded as Instrument No. 8305198.
48. Certificate of Compliance No. 2331-24-44-84CC recorded as Instrument No. 8362278.
49. Certificate of Compliance No. 2330-24-44-84CC recorded as Instrument No. 8305202.
3
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50. Certificate of Compliance No. 2329-24-44-84CC recorded as Instrument No. 8305197.
51. Certificate of Compliance No. 2328-24-45-84CC recorded as Instrument No. 8304015.
52. Certificate of Compliance No. 2327-24-45-84CC recorded as Instrument No. 8304014.
51 Certificate of Compliance No. 2326-24-45-84CC recorded as Instrument No. 8401453.
54. Certificate of Compliance No. 2325-24-46-84CC recorded as Instrument No. 8396378.
55. Certificate of Compliance No. 2324-25-46-84CC recorded as Instrument No. 8373075.
56. Certificate of Compliance No. 2323-25-46-84CC recorded as Instrument No. 8396376.
57. Certificate of Compliance No. 2322-25-45-84CC recorded as Instrument No. 8396377.
58. Certificate of Compliance No. 2321-24-45-84CC recorded as Instrument No. 8362279.
59. Certificate of Compliance No. 2320-24-44-84CC recorded as Instrument No. 8488013.
60. Certificate of Compliance No. 2319-25-45-84CC recorded as Instrument No. 8370115.
61. Certificate of Compliance No. 2318-25-43-84CC recorded as Instrument No. 8362277.
62. Certificate of Compliance No. 2317-26-43-84CC recorded as Instrument No. 8363352.
63. Certificate of Compliance No. 2316-26-43-84CC recorded as Instrument No. 8362280.
64. Certificate of Compliance No. 2315-26-44-84CC recorded as Instrument No. 8482403.
65. Certificate of Compliance No. 2314-26-46-84CC recorded as Instrument No. 8480670.
66. Certificate of Compliance No. 2313-26-46-84CC recorded as Instrument No. 8496027.
67. Letter dated April 2, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6917-26-45-98CC
68. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7132-26-45-98CC
69. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7131-26-45-98CC
70. Letter dated October 13, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7130-27-45-98CC
4
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71. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7129-27-45-98CC
72. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7128-26-45-98CC
73. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7127-27-45-98CC
74. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7126-26-46-98CC
75. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7125-26-46-98CC
76. Letter dated October 14, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 7124-27-46-98CC
77. Letter dated February 24, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6877-25-45-98CC
78. Letter dated February 24, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6876-25-45-98CC
79. Letter dated February 24, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6875-25-44-98CC
80. Letter dated February 23, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6874-24-44-98CC
81. Letter dated February 23, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6873-24-44-98CC
82. Letter dated February 23, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6872-24-43-98CC
83. Letter dated March 3, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6886-26-45-98CC
84. Letter dated March 2, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6885-26-45-98CC
85. Letter dated March 2, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6884-25-45-98CC
5
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MPOS13 742 513 1 9&00.1
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86. Letter dated March 2, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6883-25-46-98CC
87. Letter dated March 3, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6882-24-45-98CC
88. Letter dated March 3, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6881-24-45-98CC
89. Letter dated March 3, 1998, to Arlie Land & Cattle Co. from County of Santa Clara re:
Certificate of Compliance no. 6880-24-45-98CC
90. Draft Environmental Impact Report dated July, 1995, regarding Los Gatos Country Club,
prepared by the County of Santa Clara as Lead Agency.
91. Topographical Survey prepared by Ruth&Going dated as of 8/22/90.
92. Roadway/Development Survey prepared by Ruth & Going.
93. Alma Dale Map No. 3 prepared by Herrmann Bros. dated as of July, 1900.
94. Easement Location Maps.
95. Survey Exhibit(Aerial)prepared by Ruth& Going dated as of 12/13/89.
96. Diagram of Lands of Cal. Province etc. prepared by Ruth& Going.
97. Overall Site Plan prepared by Ruth& Going dated as of 2/18/92.
98. Alma College(Aerial)prepared by Ruth&Going dated as of 10/25/89.
99. Presentation Center Water Pipeline Construction Plans prepared by Binkley Associates dated as of
8/16/93.
100. Presentation Center Water Pipeline As Built Drawings prepared by Binkley Associates.
101. Lands of Arlie Land And Cattle Company (Aerial) prepared by Aero-Geodetic Corp. dated as of
4/27/90.
6
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EMMIT K
FORM OF DEED
TO BE ATTACHED
MP M74251=03.1 , '
EXHIBIT L
BILL OF SALE
ARLIE LAND AND CATTLE COMPANY, an Oregon corporation("Seller"),
hereby assigns and transfers to.MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a
Public District formed pursuant to Section 3 of Chapter 3 of Division 5 of the California Public
Resources Code ("District"), all of Seller's right,title and interest in and to all personal property
owned by Seller and used in connection with or located on the Real Property (as the term "Real
Property" is defined in Recital A of that certain Agreement of Purchase and Sale dated
1999, between Seller and District).
IN WITNESS WHEREOF, Seller has executed this Instrument as of
' 1999.
SELLER: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Its:
Name:
Dated: ' 1999
MPOS137425\313992.3
EXHIBIT"M"
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment") is
made this day of 15 by and between ARLIE LAND AND
CATTLE COMPANY, an Oregon corporation("Assignor"), and MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Section 3 of
Chapter 3 of Division 5 of the California Public Resources Code ("Assignee").
For valuable consideration, receipt of which is acknowledged, Assignor and
Assignee agree as follows:
I. Assignment and Assumption.
1. Assignor hereby assigns and transfers to Assignee all right,title and interest of
Assignor in, to and under(i)that certain lease dated as of ,between
Assignor, as landlord, and , as tenant, and that certain lease dated as
of , between Assignor, as landlord, and , as
tenant (collectively, the "Leases"), including, without limitation, all prepaid rents, impounds, and
security deposits made in connection with the Leases, and(ii) any and all guarantee(s) of the
tenant's or lessee's obligations under the Leases (the"Lease Guarantees)").
2. Assignee hereby accepts the foregoing assignment, and agrees to perform all of
the covenants and agreements in the Leases to be performed by the landlord thereunder that
accrue from and after the date of this Assignment.
II. Indemnification.
1. Assignor shall indemnify and defend Assignee against and hold Assignee
harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including,
without limitation, reasonable attorneys' fees and disbursements (collectively"Claims")caused
by any failure by Assignor to perform any of its obligations under any of the Leases (as landlord)
prior to the date of this Assignment or any breach of any of the Leases occurring prior to the date
of this Assignment.
2. Except as set forth in Section 2(a) of this Assignment,Assignee shall indemnify
and defend Assignor against and hold Assignor harmless from any Claims caused by Assignee's
failure to perform any of its obligations under any of the Leases (as landlord) on or after the date
of this Assignment(i.e., do not arise out conduct, acts or failures to act, circumstances or events
taking place prior to the date of this Assignment)and during the period of Assignee's ownership
of the real property subject to the Leases.
III. Further Assurances. Assignor and Assignee agree to execute such other documents and
perform such other acts as may be reasonably necessary or proper and usual to effect this
Assignment.
MPOS137425\313994.1
IV. Governing Law. This Assignment shall be governed by and construed in accordance
with the laws of the State of California.
V. Successors and Assigns. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignee and their respective personal representatives, heirs, successors
and assigns.
VI. Counterparts. This Assignment may be signed in multiple counterparts which, when
signed by all parties, shall constitute a binding agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the date first above written.
ASSIGNEE: MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT, a Public District formed
pursuant to Section 3 of Chapter 3 of Division
5 of the California Public Resources Code
By:
Its:
Name:
ASSIGNOR: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Its:
Name:
MPOS\314251313994.1
EXHIBIT "N"
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this"Agreement") is made and entered
into as of this , by and between ARLIE LAND AND CATTLE
COMPANY, an Oregon corporation ("Assignor"), and MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT, a Public District formed pursuant to Section 3 of Chapter 3 of Division 5 of
the California Public Resources Code ("Assignee").
WHEREAS, Assignor, as seller, and Assignee, as buyer, have entered into that
certain Agreement of Purchase and Sale dated as of , 1999 ("Purchase
Agreement").
WHEREAS,Assignor desires to assign,transfer, set over and deliver to Assignee
all of Assignor's right, title and interest in and to the Assigned Property (defined below)as
hereinafter provided.
NOW, THEREFORE, in accordance with the Purchase Agreement and in
consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby
acknowledged, the parties do hereby covenant and agree as follows and take the following
actions:
I. Defined Terms. Unless otherwise defined herein, all initially capitalized words used
herein shall have the same meaning ascribed to them in the Purchase Agreement.
II. Assignment. Assignor does hereby sell, assign,convey and transfer to Assignee all of
Assignor's right,title and interest in and to the following property to the fullest extent any such
property may exist(collectively,the"Assigned Property"):
1. Any and all assignable and transferable warranties and guaranties applicable to
the design, installment or construction of the Improvements, including those listed in Schedule
"1"hereto, if any (the "Warranties and Guarantees");
2. Any and all assignable and transferable governmental licenses,permits,and
certificate of occupancy in effect as of the date of this Assignment which are applicable to the
ownership, use, or occupancy of the Property, including those listed in Schedule"1"hereto, if
any (the"Licenses and Permits");
3. The contracts applicable to the Property which are listed in Schedule "1"hereto,if
any (the "Assumed Contracts");
4. Any and all assignable and transferable trademarks, logos and other marks or
trade or business names relating to the ownership, development, use, operation, leasing and
management of the Property, including those listed in Schedule "1"hereto, if any(the
"Trademarks");
MPOS\374251313995.1
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of
the date first above written.
ASSIGNOR: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Its:
Name:
Dated: , 1999
ASSIGNEE: MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT, a Public District formed
pursuant to Section 3 of Chapter 3 of Division
5 of the California Public Resources Code
By:
Its:
Name:
Dated: , 1999
MPOs1394251313995.t
5. Any and all assignable and transferable architectural, structural, mechanical or
engineering drawings, plans, or specifications for the Improvements and any assignable and
transferable topographical, grading, or drainage plans or surveys for the Land, including those
listed in Schedule "l" hereto, if any (the "Plans");
6. Any and all assignable and transferable utility deposits held on behalf of Assignor
by utility companies with respect to the Property, including those listed in Schedule "1"hereto, if
any (the "Utility Deposits").
III. Assumption of Assumed Contracts by Assignee. Assignee hereby assumes and agrees to
perform all of the duties and obligations of Assignor under the Assumed Contracts (if any) but
only to the extent such duties and obligations accrue on or after the date of this Assignment(i.e.,
do not arise out of conduct, acts or failures to act, circumstances or events which took place prior
to the date of this Assignment)and during the period of Assignee's ownership of the property
subject to the Assumed Contracts.
IV. Further Assurances. Assignor and Assignee agree to execute such other documents and
perform such other acts as may be reasonably necessary or proper and usual to effect this
Agreement.
V. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
VI. Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of Assignor and Assignee and their respective personal representatives, heirs, successors
and assigns.
VII. Counterparts. This Agreement may be signed in multiple counterparts which,when
signed by all parties, shall constitute a binding agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
MPOS\374251313995.1
EXHIBIT O
-off WA AGR 1VWNT
A. Pa 'es
1. Arlie Land and Cattle Company, an Oregon corporation
(hereinafter Arlie).
2. Big Creek Lumber Company, Inc-, a
California corporation(hereinafter Big Creek).
B. RASIMMMA
I. Arlie sold certain timber rights to Big Creek by means of a written agremeat
dated as-of August 9, 1996 and the Timber Deed executed, delivered, and
recorded pummant thereto as tanstrcrment No. 13409133, recorded on August 14,
1996 in Official Rt W& of Santa Clara County, California.
2. Arne wishes to acquire an option to buy back all of those same timber rights
from Big, Creek together with and including any other rights and interests, if
any, in the land on which the timber grows (herring collectiVely Timber
Rights)-
C. intest $ -
The parties intendthis option agreement to set forth all terms and conditions on which
Arlie acquires an option to buy back the said Timber Rights (except as limited in Pwagrgh 8
below) from Big Creek on or before a date certain.
NOW TMWORR the parties agree and Big Credo its an option to Askt as
r.
1.
The option term begins when this option agreemeot is sited by both parties and ends
at 5:00 p-m.California time on April 15, 1999.
2-
The full price to acquire the said Timber Rights is five million two hundred thousand
dollars (S5,200,000.00).
3. EXtEc:M—
The option may be exercised only by strict compliance with the following, all before
the end of the option term, at Arlie's sole expense.
a. Opening an escrow at the main office of First American Title Co., in Santa
Cruz, CA-
b. Depositing into escrow the full price in certified funds together with all escrow
charges-
G. Depositing into escrow signed instructions and all documents reasonably
necessary for release of the full price to Big Creek immediately upon its
execution of a timber deed conveying all of the Timber Mop to Arlie in the
form set forth in Exhibit A hereto together with executed insauctions' ' ts
delivery and recordation.
4. Righta Acxrnirred
Upon exercise Arlie shalt acquire all the Timber Rights except as expressly limited by
paragraph eight below. Rights in and to the timber harvest plan which Big'Creek has pursued
shall be retained by Big Creek.
S: Suctessoxs
Except as otherwise provided in Section 11 below, the bums and benefits of this
Option Agreement shall be binding upon and inure to the benefit of the parties and all their
respective hens, administrators, executors, assigns, and successors of any and every kind. .
6. W468 v
As of the date of signing this option agreement and.at all times during the`entire
option period up to actual recordation.of the Timber Deed if the option is exercised, Big
Creek warrants it is attd shall be the sole owner of 0 the Timber Righ,ts rwove�red . t
option agreement, and awes not to assignor convey any of said T Rights tO y ,� , °
else.
7. Con'-amine,Z orrsM p
Big Creek shall connaue its prof msioaal timber management Worm including but not
limited to preparing to begin timber cutting on or after April 15, 1999 if the option;is not ;
exercised.
z
S. subm Aueat rimber Man"„i ent& HAI esting
If Arlie or any assignee or successor of any kind exercises the option set forth herein,
the timber deed by which the Timber Rights are conveyed from Big Creek shall contain the
Mowing clause:
"Any timber management or harvesting of all or any part of tin timber
descn"berl in this deed prior to December 31, 2010 shall be performed by Big
Creek Lumber Company on the ternns and conditions set forth:in the wrrtn rr
agreement dated as of August 9, 1996 between Arlie Land & Cattle Company,
an Oregon corporation, and the Big Creek Lumber Company, a California
corporation until Big Creek has completed alI harvesting authorized by any
permits issued by the State of Cali forma."
9. Time of F.ascnc+e
By initialing this section the parties acknowledge and agree that time is of the
essenoe of this option agreement. Any failure whazsoever by Arlie or its assignee to complete
full performance by the time stated sball be deemed conclusively to have been a failure to
exercise, and that shan have the effect of tertninating any and all rights to exercise.
Initials: Big Creek Asle:
10. Indemnft
if the act or omission of Arlie or Big Creek causes the other party to be named as a
defendant,in any suit brow&by a third party in reference to this Option Agreem d. the party
whose act ar omission caused the other to be so named shall indemnify, defend.*and bold that
party harmless from any and all costs and claims in that action. The forgoing indemnity'.'
personal to Ariie-and Big Creek and sbal! not,be binding upon any successors or assrga of
er .
As partial caonsidttsttioa for entering into this went, Arlo and Big Credc
persoxrally agzea to wafvti and release any and all claims one a>mibeac"
r
agents, w effier or not said claims are)mown or suspected, which said claims CutreDtly
and arise out of any act or omission.having to do with the timber that is the subject of this
Option Agreement or oboe land in Los Gatos. CA pmrently or formerly owned by flow Kong
Metro Realty, and agree that all prior negotiations between them concerning the aiegaisitozi of
an option by Arlie from Big Creek to acquire the Timber Rights are superseded and of
further force and eftet. except as herein set forth.
12. Interpretation
3
40
A
Nothing in this option. agreement shall be interpreted to trigger the right of Seller
under the written agreement dated as of August 9, 1996 to receive any share of"net sale
proceeds" or any portion of the $5,200,000 purchasa price paYable to Big Creek if the option
is exercised. To the extent that the said prior agreement could be so interpreted, Arlie
represents and warrants that it is the sole owner of any such rights and hereby waives them as
part of the consideration for entering into this option agreement.
13. M morandem
The pasties shall cause the memorandum of agreement attached hereto as Exlubit B to
be executed and recorded in the Official Records of Santa Clara.County at Arlie's expense.
14. Anorne ees'
In any litigation or arbitration concerning or arising from this wiritiri tic prevailing
party shall be entitled to an award of reasonable attorneys fees and costs.
Arlie Land and Cattle
Company, an Oregon
corporation
Dated: By
its
Big Q=k Lumber Company, $
a California corporation
Dazed: By
its
xttkerilBi�CnxkWw�r.tl9 - .
4
MAR. -05' 99(FR 1) 16:03 M, r R TEL: 462 1010 P. 002
EYJUBIT P
WHEN RECORDED MAIL TO:
MIDPENINSULA REGIONAL,OPEN SPACE DISTRICT
330 Distul Court
Los Ahos,California 94(T32
MAIL TAX STATEMENTS TO:
(Sa►ue as above)
ASSIGNMENT OF TIMBER OPTION
THIS ASSIGNMENT OF TIMKR OPTION C Assignment')is made this
day of , 1999,by and between Arlie Land and Conic Company,an
Oregon corporation("Assignor'j,and Midpeninsula Regional Open Space District,a Public
District formed pursuant to Section 3 of Chapter 3 of Division 5 of the California Public
Resources Code("Assignee"),
WHEREAS,Assignor is the current owner and holder of the optionee's interest
under and with respect to that certain Option Agreement(the"Option")dated as of
, 1999 by and between Assignor and Big Creek Lumber Company.Inc.,a
California corporation("Big Creek'). The Option is evidenced of record by that certain
Memorandum of Timber Option dated as of , 1999 between Assignor and Big
Creek and recorded on , 1999 as Instrument No. in the Official Records
of Santa Clara County,California.
WHEREAS,Assignor desires to assign and transfer the Option to Assignee,and
Assignee desires to acquire the Option from Assignor.
NOW,THEREFORE,for valuable consideration,receipt of which is
acknowledged,Assignor and Assignee agree as follows:
1. Assig�ent Assignor hereby assigns and transfers to Assignee all right,title and interest of
Assignor in,to and under the Option. Assignor represents sated warrants that it has not
previously
the assigned or errcuribdreil ala}nglit,"title or uifcresal r ell
the Option.
2. 'FWft Assurances. Assignor agrees to execute such other documents and perform such
other acts as may be reasonably necessary or proper and usual to etTect this Assignment.
3. Governing Law. This Assignment shall be Governed by and construed in accordance with
the laws of the State of California.
MP0SV7425U195"3 1 N,"""r
MAR. -05' 99011 16:04 M, S, TEL 65 '2 1010 P. 003
4. Successors and Aagifm This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignee and their respective personal representatives,heirs,
successors and assigns.
IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date
first above written.
ASSIGNOR: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Suzanne Arlie,President
Date: ,
By:
John Musumeei,Vice President
Date: ,
Alf
MPOW742513I"M 2
RECORDING REQUESTED BY
AND WHEN RECORDED SEND TO:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, California 94022
EXHIBIT "O"
MEMORANDUM OF AGREEMENT
FOR OPTION AND PURCHASE OF REAL PROPERTY
THIS MEMORANDUM OF AGREEMENT FOR OPTION AND PURCHASE
OF REAL PROPERTY(this"Memorandum") is made as of 1999;
between ARLIE LAND AND CATTLE COMPANY, an Oregon corporation ("Arlie"), and
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to
Section 3 of Chapter 3 of Division 5 of the California Public Resources Code ("District
RECITALS :
A. Arlie is the current owner of the Upper Property,the Mellots Property and
the Lower Property (collectively, the "Properties)located in Santa Clara County, State of
California, as defined in that certain unrecorded Agreement for Option and Purchase of Real
Property dated , 1999 (the "Agreement") by and between Arlie and District,and
are more particularly described in Exhibits A-1, A-2 and A-3 attached hereto.
B. The Agreement provides, inter alia, that, upon the occurrence of specified
events, District will make an advance to Arlie secured by a deed of trust against the Upper
Property and the Mellots Property,that Arlie will grant to District certain options and rights to
purchase some or all of the Properties or portions thereof, that District will grant Arlie an Option
to repurchase the Mellots Property(effective only if District first acquires the Mellots Property
from Arlie pursuant to the Agreement), that Arlie will lease the Upper and Mellots Property to
District,that Arlie will make certain payments to District,that Arlie will indemnify and hod
District harmless,and that District will grant to Arlie a right to unwind and rescind the $4
transactions contemplated in the Agreement, subject to conditions precedent therefor, all upon
the terms and conditions contained in the Agreement.
B. Arlie and District are recording this Memorandum so that third parties
shall have notice of the rights and obligations of Arlie and District under the Agreement,and to
give notice that,except as otherwise expressly provided in the Agreement,the obligations and
covenants under the Agreement run with the Properties and with the District's interest under,the_
Agreement.
MPOS\37425\313497.4 1
NOW, THEREFORE, in consideration of the Agreement and or other good and
valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:
1. Incorporation. Each of the recitals set forth above is true and correct and
is incorporated herein by this reference. All of the terms and conditions of the Agreement are
incorporated herein by this reference with the same effect as if set forth herein.
2. Grant of Option. Arlie hereby grants to District the right and option to
purchase all or specified portions of the Properties in accordance with the terms and provisions
of the Agreement. The terms of the Agreement, not the terms of this Memorandum, are
controlling. Any inconsistency shall be resolved in favor of the Agreement.
3. Run With The Land. The Agreement contains specific covenants,
restrictions, conditions and obligations, including without limitation Arlie's agreement to pursue
certain development rights and Arlie's agreement to make certain payments to District. All of
said covenants,restrictions,conditions and obligations are more particularly described in the ,
Agreement. It is the intention of Arlie and District that all of the terms, covenants, conditions,
restrictions, obligations contained in the Agreement shall, except as otherwise expressly
provided in the Agreement, run with the Properties and each and every part thereof, and with the
District's interest under the Agreement, and shall be binding upon and inure to the benefit of
Arlie's successors and assigns in the Property and District's successors and assigns in the
District's interest under the Agreement, and such covenants, conditions, restrictions, obligations
and rights under the Agreement shall be deemed to be and shall be considered as equitable
servitudes.
4. Interpretation. In the event of any conflict between the terms contained
in this Memorandum and the terms contained in the Agreement, the terms contained in the
Agreement shall prevail and be controlling.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the
date first set forth above.
MPOS1374251313997.4 .2•
Arlie: ARLIE LAND AND CATTLE COMPANY,
an Oregon corporation
By:
Suzanne Arlie
Its: President
By:
John Musumeci
Its: Vice-President
Date:
District: MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT;a Public District formed pursuant to
Section 3 of Chapter 3 of Division 5 of the California
Public Resources Code
Y
By:
Jed Cyr
Its: President,Board of Directors
Date:
a.
3
t
MPOS13742SU t 3997.4 -3-
STATE OF CALIFORNIA }
) ss.
COUNTY OF )
On , before me, , a Notary Public in
and for said County,personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence)to be the
person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On ,before me, , a Notary Public in
and for said County,personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence)to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
MPOS1374251313997.4 -4-
Recording requested by
and when recorded
re= to:
Kent Cr. Washburn, Esq.
331 Soquel Ave„ Ste. 210
Santa Cn)z, CA 95062
MEMORANDUM OF ACREEMFM'T
The w demped hereby give notice that they are parties to an unrecorded wnum
option agmwent in which the Big Creek Lumber Company, Inc., a California corporation
grants Arlie Land and Cattbe Company, an Oregon corporation the tight to acquire cerain
Timber Rights on or before April 15, 1999.
Big Greek Lumber Company,
a California corporation
Dated: By
its
Arlie Land and
_ Canipany, an Oregon :x
corporafon
Dated:- BY
its
,.. ,. ...a,, w..
d
�{
Midpeninsula p
Regional Open Space District
g p
Lexin
�' Cyounfgton,Reservoir
fPark'
t{ r.
Y
1.000 �
1400 LOWER PARCEL A ~ _jj `
. � .
Road:: - -
-G —�-) _ _
1600 Bea r.. / 1%"
DISTRICT EASEMENTS
1'1
\Serra A uj-'
\ �� ' • )J_ �O e' I r cep
Preseprve
LOWER PARCEL B
` 0.0 .1 .2 .3 .4 .5 .6 .7 .8 .9 1.0
N One Mile
EXHIBIT R to Option and Purchase Agreement 3"'
SCHEDULE 1
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
1. Possible existence of septic tanks and leach fields on all Properties as the Properties and
the various existing building thereon, and previously existing buildings thereon, are not currently
and have not previously been serviced by public or private sewer or wastewater systems.
2 Possible existence of asbestos and other Hazardous Substances in the location
approximately 100 feet southeast of the main building (Lower Property) and approximately 1300
feet southeast of the Bear Creek entry road on the Lower Property resulting from existence
and/or operation of a "dump site" and/or demolition of one or more buildings by one or more
former owners of the Lower Property as referenced in that certain letter dated September 19,
1996 from Pietro G. Denevi to Dr. Lee and the Hong Kong Metro Realty Board of Directors
(Document No. 2), that certain letter dated November 30, 1996 from Nordmo Associates to
Pietro Denevi (Document No. 3), that certain letter dated January 16, 1997 from Paul E. Gaspari
to Jeffrey S. Lawson (Document No. 4), and/or that certain letter dated January 21, 1997 from
Jeffrey S. Lawson to Pietro G. Denevi (Document No. 5), copies of which letters have been
previously provided by Seller to District.
3. Possible current or former existence of one or more underground fuel storage tanks upon
the Lower Property as referenced in those certain letters dated July 27, 1994, April 13, 1994
and/or April 14, 1994 from Jennifer C. Hall of Burnett, Burnett & Allen to Pete Denevi/Jun W.
Lee, Pete Denevi/Jun W. Lee and Byron C. Foster, respectively (Document Nos. 6. 7 and 8,
respectively), copies of which letter have previously been provided by Seller to District.
4. Possible current or former existence of one or more liquefied petroleum gas tanks upon
the Lower Property as referenced in that certain letter dated as of April 25, 1994 from Dirk J.
Mattem to Jennifer C. Hall (Document No. 9), that certain letter dated as of May 16, 1994 from
Carolyn T. Walsh to Douglas Allen/Jennifer Hall (Document No. 10), and/or that certain letter
dated as of May 4, 1994 from Jennifer C. Hall to Dirk J. Mattem (Document No. 11), copies of
which letters have previously been provided by Seller to District.
5. Possible existence of asbestos, hazardous waste water and/or fluid in transformers
(potentially PCB's) in or about the Properties as referenced in that certain letter dated December
14, 1994 to "Doc" on Los Gatos Country Club letterhead (Document No. 12) and/or that certain
letter dated May 16, 1997 from Pietro "Pete" Denevi to Jun Lee/Sigman Lee/ Stanley Ho
(Document No. 13), copies of which letters have previously been provided by Seller to District.
6. Existence upon the Lower Property of illegally dumped dirt/asphalt fill as referenced in
those certain 6 color photographs of the same (Document No. 17), that certain letter dated
January 15, 1999 from Michael D. Lester to John Grifall (Document No. 14), that certain letter
dated February 4, 1999 from Michael D. Lester to Jan Ellard (Document No. 15), and/or that
certain letter dated February 10, 1999 from Jan Ellard to John Grifall (Document No. 16), copies
of which photographs and letters have previously been provided by Seller to District.
Note: Reference to numbered Documents refers to numbered Documents on Exhibit J.
1
210496.3
MPOS137425\319800.1
Claims No. 99-05
Meeting 99-07
Date: March 10, 1999
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5666 300.00 Americans for Our Heritage&Recreation National Summit--Registration-C. Britton &
M. Smith
5667 375.00 Aaron's Septic Tank Service Septic Tank Service
5668 130.49 ADT Security Services Alarm Service
5669 500.00 Arlie Land &Cattle Company Arlie Land Purchase
5670 728.35 Baron Welding & Iron Works, Inc. Sign &Gate Welding
5671 182.00 Battery-Tech Inc. Radio Battery
5672 2,863.02 Big Creek Posts&Split Rails--Windy Hill Preserve
5673 400.00 Bill's Towing & Recovery Towing Services
5674 318.00 Brian Kangas Foulk Teague Hill Planners
5675 89.27 Dick Bruhn, Inc. Uniform Supplies
5676 271.87 Cabela's Inc. Uniforms&ATV Ramps
5677 217.21 California Trails Foundation CA Trail Days Event Supplies
5678 253.35 California Water Service Company Water Service
5679 28.58 Carolina Biological Supply Microscope Slide Set-Nature Center
5680 227.75 Communications&Control Inc. P G & E Pump-Mt. Umunhum
5681 331.75 Continuing Education of the Bar Subscription Renewal
5682 49.90 Scott Cotterel Reimbursement--Uniform Supplies
5683 130.00 Decatur Electronics,-Inc. Radar Certification
5684 642.08 Deluxe Business Systems General Accounting Checks
5685 210.80 Film To Frame Film& Developing
5686 90.22 Forestry Suppliers, Inc. Restoration Seeder-Spreader
5687 263.37 Foster Bros. Security Systems, Inc. Padlocks
5688 44.05 G & K Services Shop Towel Service
5689 2,211.94 Gardenland Power Equipment Field Tools& Equipment
5690 242.66 GreenWaste Recovery, Inc. Skyline Dumpster Service
5691 95.42 GTE Wireless Cellular Phone Service
5692 47.41 Honda Peninsula Helmet Liner
5693 58.46 Keeble&Shuchat Photography Staff Photo Prints
5694 289.41 Deane Little Reimbursement-Special District Conference
5695 4,636.00 Logistics Support Center-Southwest Region Reimbursement for Services Rendered by
Fire Cache CYA/CDF Crews-Russian Ridge Burn &
Misc. Fire Break Clearance Projects
5696 851.05 Los Altos Garbage Company Dumpster Service
5697 479.29 Lucent Technologies Phone Maintenance Service
5698 560.00 Merwin Mace Acquisition Consultant
5699 25.84 Madco Welding Supply Co., Inc. Refill OX/AC Tanks for Welding
5700 188.08 MCI Long Distance Phone Service
5701 496.51 MetroMobileCommunications Radio Repairs& Maintenance
5702 1,500.00 Mindego Ranch Road Dues--1996, 1997 & 1998
5703 317.60 Minton's Lumber& Supply Field Supplies
5704 28.30 Mountain View Garden Center Base Rock
5705 43.30 Mountain View Door Closer, Key & Lock Ser Padlocks
5706 113.06 Nasco Microscopes--Nature Center
5707 1,185.78 Navarone Mailing Services Spring Newsletter Mailing
5708 119.14 Noble Ford Tractor, Inc. Tractor Parts
5709 10,500,000.00 *** Old Republic Title Company Arlie Land Purchase
Page 1
Claims No. 99-05
Meeting 99-07
Date: March 10, 1999
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
5710 2,839.50 Orrick, Herrington &Sutcliffe LLP 1999 Revenue Bond-Services Rendered
5711 17.69 Pacific Bell Telephone Service
5712 331.79 Peninsula Blueprint Printing & Mapping Services
5713 386.68 Pine Cone Lumber Co., Inc. Field Supplies
5714 1,197.60 PIP Printing Printing Services
5715 10.29 Pitney Bowes Inc. Postage Meter Reset Charges
5716 1,000.00 Tom Randall Rent Agreement--April
5717 2,835.00 Rebholtz Mechanical Enterprise Rental Wall Furnaces(2)
5718 46.77 REI Recreational Equipment Inc. Uniform Socks
5719 18.15 R. V. Cloud Co. Plumbing Repairs
5720 1,050.00 Rhus Ridge Association Road Maintenance Agreement
5721 6,619.35 Roy's Repair Service Vehicle Maintenance& Repair
5722 223.72 Russ Enterprises, Inc. Signs
5723 806.48 San Francisco Newspaper Agency Recruitment Advertisement
5724 324.60 San Jose Mercury News Recruitment Advertisement
5725 20.00 San Mateo County Resource Conservation Workshop Registration-R. Anderson
District
5726 10,398.34 Scribner Graphic Press Newsletter& Presentation Folder Printing
5727 247.75 *1 Second Cup Business Meeting Expense
5728 58.65 Skywood Trading Post Fuel
5729 204.74 Shell Oil Fuel
5730 1,300.00 South Bay Regional Public Safety Training Training—T. Lausten & D. Danielson
Consortium
5731 795.05 Summit Uniforms Uniforms
5732 625.00 Systems for Public Safety Recruitment Background Checks
5733 42.68 Tooland, Inc. Equipment Part
5734 112.50 Transworld Media Group Recruitment Advertisement
5735 49.63 Unocal Fuel
5736 20.07 *2 UPS Parcel Postage Service
5737 14.43 United Rentals Inc. Roller Rental
5738 1,669.50 U S Bank Note Paying Agent Fees
5739 117.10 West Group Payment Center Westlaw Access
5740 206.92 Michael Williams Reimbursement--Vehicle Expense&
Business Meeting Expense
5741 300.00 *3 Roberta Wolfe Recording Services
5742 300.00 Roberta Wolfe Recording Services
5743 167.65 The Workingman's Emporium Uniforms
*1 Urgent Check Issued February 25, 1999
*2 Urgent Check Issued February 25, 1999
*3 Urgent Check Issued February 25, 1999
In the event this acquisition is not approved, this claim will not be processed.
Total 10,566,493.94
Page 2
Regional Openlepace
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
TO: Board of Directors
FROM: C. Britton, General Manager y r`
DATE: March 5, 1999
SUBJECT: FYI
3 M Distel Circle + Los Altos, CA 94022-1404 # Phone: 050-091-1 200
LAX: 050-091 0485 * E-mail rnrosd(()openspace.org a Web site:wvw.openspace.org
Bomd of Oiw(hxs Pete Siemens,Mary C. D,iwv, led Cyr, Deane Little, Nonette Rmko, Betsy Crowder, Kenneth C. Nit/ . General h4,rna,ger:t ( rail;RriUon
BARBARA BOXER COMMITTEES:
CALIFORNIA
APPROPRIATIONS
BANKING,HOUSING,AND
URBAN AFFAIRS
BUDGET
United Mates senate ENVIRONMENT
HART SENATE OFFICE BUILDING AND PUBLIC WORKS
SUITE 112
WASHINGTON, DC 20510-0505
(202)224-3553
senator@boxer.senate.gov
http://www.senate.gov/—boxer
March 1, 1999
Craig Britton
Midpeninsula Regional Open Space District
330 Distel Circle
Los 7 n 0n
n i t�i s , CA 91020
V
Dear Mr. Britton:
Thank you so much for attending my press conference with
Congressman George Miller announcing our Resources 2000 bill .
It was gratifying to see so many people on the front lines of
this issue willing to work for passage of this important
legislation.
Momentum is building for efforts to preserve our natural
and cultural resources for future generations . We also now
have a bill number in the Senate assigned to our legislation:
S . 446 . it is vital that we spread the word about this bill .
We must inform lawmakers at the local, state and federal
level that the time has come to preserve America' s most
cherished places for our children and grandchildren.
I look forward to continuing to work with you as we
fight to protect our natural and historic resources into the
next millennium. Thank you so much for you efforts and for
supporting the Miller/Boxer bill .
Sincerely,
arbara Box
United States Senator
MAR 2
BB: j dr
L 1700 MONTGOMERY STREET 2250 EAST IMPERIAL HIGHWAY Ll 650 CAPITOL MALL :] 2300 TULARE STREET 'Li 600 B STREET ❑ 210 NORTH E STREET
SUITE 240 SUITE 545 SUITE 6544 SUITE 130 SUITE 2240 SUITE 210
SAN FRANCISCO,CA 94111 EL SEGUNDO,CA 90245 SACRAMENTO,CA 95814 FRESNO,CA 93721 SAN DIEGO,CA 92101 SAN BERNARDINO,CA 92401
(4151403-0100 (310)414-5700 (916)448-2787 (209)497-5109 (619)239-3884 (909)888-8525
PRINTED ON RECYCLED PAPER
Regional Opt Space
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
March 2, 1999
County of Santa Clara Planning Commission Via FAX(408)279-8537
County Government Building
70 West Hedding Street, East Wing, Seventh Floor
San Jose, Ca 95110
Subject: Santa Clara County Planning Commission Hearing on Stanford Issues
Dear Members of the Commission:
On behalf of the Midpeninsula Regional Board of Directors, I would like to express our longstanding interest in
the planning and preservation of Stanford University's open space lands. At your workshop on February 4,
1999 Board Member Mary Davey stated our interest in being involved in the planning process because of our
twenty-seven years experience in preserving over 43,000 acres of open space lands in the region that includes
Stanford University.
It is my understanding that the Planning Commission will discuss alternative approaches to future planning of
Stanford University lands at your March 4 meeting and information will be forthcoming on methods of
accomplishing comprehensive land use planning through the use of a Specific Plan or Community Plan. The
District is very supportive of these planning tools as a way to ensure that University lands are studied in the
context of surrounding land uses and communities they impact, as well as the development of meaningful land
use designations that can guide planning and development well into the next century.
Undertaking a Specific Plan or Community Plan will necessitate unusually good communication with
surrounding jurisdictions, communities and environmental interests of which the District considers itself a key
participant. We believe the formation of a joint powers authority may be the most effective method of
achieving the desired level of communication and support for such a plan. Accordingly, the District hereby
formally requests an opportunity to participate in this process. Although, we do not own or manage lands
directly adjacent to the University holdings, we wish to bring to the table the knowledge and tools that may
enable the Planning Commission and Stanford University to support open space land use designations over the
scenic and irreplaceable university-owned open space land that lies west of Junipero Sierra Boulevard.
Thank you for this opportunity to comment on the proposed planning process for the Stanford University lands.
We look forward to being involved in the process and appreciate your holding a workshop and hearing to
discuss the merits of comprehensive planning. If you have any questions as to the District's interest and
possible involvement in this process, please do not hesitate to call our General Manager, Craig Britton, at(650)
691-1200.
Sin rely,
Jed , esident
Board of Directors
cc: MROSD Board of Directors
330 Distel Circle . Los Altos, CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail: mrosd«openspace.org . Web site:www.openspace.org
Board oiDirectors:Pete Siemens,Mary C.Davey,led Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz . General Mana,Ger:L.Craig Britton
Regional Opei pace
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
March 2, 1999
Honorable Jim Cunneen
Member, California State Assembly
Room 2174
State Capitol
Sacramento, CA 94249-0001
Dear Assemblyman Cunneen:
On behalf of the Midpeninsula Regional Open Space District, I would like to
express my sincere gratitude for your willingness to author Assembly Bill 1578 during
this legislative session.
I apologize for our request coming to your office so late; as I explained, we had
been in contact with and expected another legislator to author this bill, up until late last
week. When we contacted your office on Friday, we were fully prepared for the
likelihood that your roster of bills was already filled. We were extremely pleased and
impressed with your staffs quick response, and with your willingness and enthusiasm for
assisting us.
Again, thank you for your continued support of the District's efforts. Please
extend our thanks to your staff, as well, for their quick action in submitting this bill at the
last minute. You and your office certainly set the standard for efficient and exemplary
work. We will be in touch to coordinate efforts as the bill progresses.
Sincerer ,
Craig Britton
General Manager
LCB/mcs
cc: MROSD Board of Directors
Ralph Heim
330 Distel Circle . Los Altos, CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail:mrosd@openspace.org . Web site:www.openspace.org
Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz •General Manager:L.Craig Britton
Regional OpeApace
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MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
March 2, 1999
Mr. Pat O'Brien
General Manager
East Bay Regional Parks District
2950 Peralta Oaks Court
P.O. Box 5381
Oakland, CA 94605
Dear Pat:
Some time ago, I spoke to you of my proposal to make some technical amendments to
Public Resources Code Section 5500. As you'll recall, these amendments relate to a public
agency's contribution of funds to private non-profit land trusts; clarifying the definition of the
law enforcement authority of a district board of directors; and increasing the maximum annual
number of acres to 40 that Midpeninsula can exchange. Assemblyman Jim Cunneen has agreed
to author a bill which will implement these changes. The bill number is AB 1578.
For your information, I am enclosing a copy of the first draft of that bill, along with our
February 26 letter to Assemblyman Cunneen and a May 22, 1995 letter to Ted Radosevich of
your staff, outlining this legislation.
I hope you will review the bill and feel free to contact me with any suggestions or
concerns. We are prepared to specify that the provisions apply only to the Midpeninsula
Regional Open Space District, in the event there are any issues of concern for East Bay
contained in the language.
Sincer ,
L. Cr g Britton
General Manager
LCB/mcs
cc: MROSD Board of Directors
Ralph Heim
330 Distel Circle . Los Altos, CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail: mrosd®openspace.org . Web site:www.openspace.org
Board of Directors:Pete Siemens,Mary C. Davey,Jed Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C. Nitz .General Manager:L.Craig Britton
County of Santa Clara cot",
Office of the Clerk of the Board of Supervisors
County Government Center, East wind; �
70 west tiedding Street
San Jose, California 951 10-1 770 1 T� CV'
(408)299-4321 FAX 298-8460 TDD 993-8272
web site luti)://clarawel).co.sant iclara.ca.us/clerk/clrktiome.litrii
Phvllis.-k. Perez
Clerk of the Board
February 18, 1999
MidPeninsula Regional Open Space District
Financing Authority
330 Distel Circle
Los Altos, CA 94022
Dear Sir or Ms.:
At its meeting of January 26, 1999, Item No. 25, the Santa Clara County Board of Supervisors
approved its annual Boards, Commissions, and Committees assignments for 1999 which became
effect as of February 1, 1999.
Supervisor S. Joseph Simitian, District 5, has been appointed as the Board's delegate to the
MidPeninsula Regional Open Space District Financing Authority.
If you have any questions, you may call the Board Operations Division of the Clerk of the Board's
office at (408) 299-4321.
Very truly yours,
Q Q,CQwa,,
Phyllis A. Perez
Clerk of the Board of Supervisors
'FEB 2 5 1999
2007
Regional Open _,face
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February 24, 1999 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Dan Bernstein
P.A.D.S.
P.O. Box 1236
El Granada, CA 94018 R,
Subject: February 8, MROSD/PADS Meeting
Dog Information Stations at District Preserves
Dear Dan:
Thank you and your group for meeting with us to discuss setting up dog information stations at District
preserves. The District appreciates your assistance in increasing public awareness and educating
visitors on the importance of regulation compliance.
Listed below are a few of the highlights that we discussed at our February 81h meeting. I've reviewed
these details with Senior Planner, Randy Anderson. Please contact me as soon as possible if you have
any corrections or additions to these points.
• Information booths will be staffed by a minimum of 2 and a maximum of 8 P.A.D.S. members
• Targeted preserves include Windy Hill, Fremont Older, and St. Joseph's Hill
• Targeted amount of information stations for this year is 4-6
• The District will issue a one-year information station permit that lists details and instructions
• The permit will be issued directly to P.A.D.S. member and future Volunteer Trail Patrol member,
Denise Williams (copy attached)
• Following each information station, P.A.D.S. will send an activity report to the District
• P.A.D.S. will meet with District staff later this summer to discuss the results of completed stations
and other dog-related information
• The District will provide P.A.D.S. with dog-information packets, preserve maps, lend-a-leashes, and
visitor guides to be distributed at each information station
In addition, the District will periodically provide you with a list of dog-related incidents and reports so
that P.A.D.S. can assist us in addressing these problems. Thanks again for your help. Randy and I
look forward to meeting with you this summer and discussing your experiences at these preserves. If
you have any questions, please contact me at volunteer@openspace.org or (650) 691-1200.
Sincerel ,
Paul cKowan
Volunteer Coordinator
Attachment
cc: Randy Anderson Anne Macaulay
Kathleen Hart Denise Williams
330 Distel Circle . Los Altos, CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail: mrosdrropenspace.org • Web site:www.openspace.org
Board of Directors:Pete Siemens,Man-C. Davey, led Cyr, Deane Little, Nonette Hanko, Betsy Crowder, Kenneth C. Nitz . General Ai,inm,,vi L.Cram Britton
Open Space
P P
0
MIDPENINSULA REGIONAL OPEN SPACE[0
OPEN SPACE PRESERVE USE PERMIT
....Date(s) Of.Eoen .:. - ese"e/Locat 6 . : A lication`Date ..:.....Cate o
SMTWTHFS multiple /
Feb . -Dec . , 1999
: . :. Event:T'unes T e of Event: information stations „
Start: Fees
End: Maximum Number of People: 2 to 8 Site:
__ .
A licant:.. : . Staff:
Name: Denise William Other:
Or aniZation: Peninsula Access for Dogs Total Due:
Address: 25462 Altamont Rd . , Los Altos Hillg QLn99 Received: $
City: State: Zip: Lock Location:
Da Phone: 9 4 7-019 4 Night Phone:
.__
:Vehicle Descri tion Make: Model: Lock Combination:
License Plate Number: Color:
S ec;<a1Condit><ons : . F .
Permit to set up one table and a few chairs for purpose of distributing
information on dog access & ettiquette on district lands .
Please phone Kathleen at district office (650)691-1200 at least 24 hours
in advance of setting up a station . Four or five days notice is optimum.
Short report on activity should be sent to Paul McKowan at main office
following each information station .
(See attached page for additional special conditions, if any.)
CARRY PERMIT WITH YOU WHEN ENTERING DISTRICT LAND. PLEASE RESPECT PRIVATE PROPERTY.
Permit conditions accepted by: Date:
(applicant) I-Approved by: (,_Q�E�,v �Z_ Date: /8/9 9
(MROSD)
IF PERMIT IS FOR PARKING, DISPLAY THIS RECEIPT ON DASHBOARD OR WINDSHIELD OF
VEHICLE.
Issued to: r anization: -,
Dates of visit: Approved by:
330 Distel Circle . Los Altos, CA 94022-1404 . Phone:650-691-1200
FAX:650-691-0485 . E-mail: mrosd@openspace.org . Web site: www.openspace.org
Board ut Directors:Pete Siemens,Mary C. Davey, led Cyr,Deane Little,Nonette Hanko,Betsy Crowder, Kenneth C.Nitz . General Manager:L.Craig Britton