Loading...
HomeMy Public PortalAbout20000809 - Agendas Packet - Board of Directors (BOD) - 00-22 Regional Open , lee MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 00-22 SPECIAL AND REGULAR MEETINGS BOARD OF DIRECTORS MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 6:00 P.M. Wednesday,August 9,2000 330 Distel Circle Los Altos, California Please Note: 6:00 P.M. Closed Session Start Time 7:30 P.M. Regular Meeting Start Time AGENDA ROLL CALL SPECIAL MEETING OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT--CLOSED SESSION The Closed Session will begin at 6:00 P.M. At the conclusion of the Closed Session, the Board will adjourn the Special Meeting Closed Session to the Regular Meeting, and, at the conclusion of the Regular Meeting, the Board may reconvene the Special Meeting Closed Session. 1 Conference with Legal Counsel - Existing Litigation- Governmental Code Section 54956.9 (a) Name of Case: Moshell v. MROSD, Case No. 402473 2. Conference with Real Pro e , Negotiator - Government Code Section 54956.8 Real PropeM - Santa Clara County Assessor's Parcel Number 562-22-023 Agency Negotiator - M. Williams, S. Schectman Negotiating Party - Robert Fletscher, Ken Machado Under Negotiations - Instructions to negotiator will concern price and terms of payment. REGULAR MEETING OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ** ORAL COMMUNICATIONS—PUBLIC ADOPTION OF AGENDA ADOPTION OF CONSENT CALENDAR—K.Nitz 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 . Genera!Manager:L.Craig Britton Meeting 00-21 Page 2 BOARD BUSINESS 7:35* 1 Resolution Supporting the Santa Clara Valley Water District's Clean, Safe Creeks and Natural Flood Protection Measure on the November 7, 2000 Ballot—C. Britton 7:40* 2 Authorization to Enter into a Memorandum of Understanding with California Department of Fish and Game for a Wild Pig Control Program in the South Skyline Area and Authorization to Hire a Consultant to Implement the Program; Determine that the Recommended Actions are Exempt from the California Environmental Quality Act(CEQA) as set out in the Report; Authorize the General Manager to Sign a Memorandum of Understanding (MOU)by and between California Department of Fish and Game and the District for a Wild Pig Control Program on District Lands in the South Skyline Area; Authorize the General Manager to Execute a Contract with a Consultant to Implement a Trial Three-Year Wild Pig Control Program in the South Skyline Area With a Budget Not to Exceed $15,000 in Fiscal Year 2000-2001 —J. Isaacs 8:00* 3 Sausal Trail Use Designation at Windy Hill Open Space Preserve— B. Crowder 8:10* 4 Authorize the General Manager to Execute a Permit to Enter Allowing Spring Ridge, LLC and Their Consultants, Louis Borde General Engineering and CJW Architecture, to Enter Windy Hill Open Space Preserve for the Purpose of Replacing and Repairing Drainage Improvements at Sausal Creek; Authorize the General Manager to Execute a License Agreement Allowing Spring Ridge, LLC to Place, Maintain and Repair Improvements—A. Ruiz 8:20* 5 Tentative Adoption of an Amendment to the Use and Management Plan for Fremont Older Open Space Preserve; Determine that the Recommended Actions are Categorically Exempt from the California Environmental Quality Act(CEQA) as set out in the Report; Approve Recommendation to Tentatively Adopt an Amendment to the Trails Plan Element of the Use and Management Plan for Fremont Older Open Space Preserve—D. Vu 8:30* 6 Proposed Acquisition of Williams Property to the Cathedral Oaks Area of Sierra Azul Open Space Preserve; Determine that the Recommended Actions are Categorically Exempt from the California Environmental Quality Act(CEQA)as set out in the Report; Adopt the Resolution Authorizing Purchase of the Williams Property;Tentatively Adopt the Preliminary Use and Management Plan Recommendations Contained in the Report; Declaration of Intention to Withhold the Property from Dedication as Public Open Space—M. Williams 8:35* 7 Proposed Addition of Artie&Company Property to the Bear Creek Redwoods Open Space Preserve; Determine that the Recommended Actions are Categorically Exempt from the California Environmental Quality Act(CEQA)as set out in the Report; Adopt the Resolution Authorizing Approval of the Purchase Agreement for Acquisition of the Arlie& Company Property and Approval of the Amendment to the Agreement for Option and Purchase of Real Property; Tentatively Adopt the Preliminary Use and Management Plan Recommendations Contained in the Report, Including Naming the Property as an addition to Bear Creek Redwoods Open Space Preserve; Declaration of Intention to Withhold the Property from Dedication as Public Open Space—C. Britton 8:45* 8 Acceptance of Gifts of the Klein Property and the Bums Family Trust Property as Additions to the Mt. Umunhum Area of Sierra Azul Open Space Preserve; Determine that the Recommended Actions are Categorically Exempt from the California Environmental Quality Act(CEQA)as set out in the Report;Adopt the Resolution Accepting the Gift of the Klein Property; Adopt the Resolution Accepting the Gift of the Bums Family Trust Property; Tentatively Adopt the Meeting 00-21 Page 3 Preliminary Use and Management Plan Recommendations Contained in the Report; Declaration of Intention to Withhold the Properties from Dedication as Public Open Space—M. Williams 9:00* 9 Approve the Meritorious Pay Award for District Controller's Performance for Fiscal Year 1999- 2000; Adopt the Resolution Granting the District Controller a Meritorious Pay Award Totaling $3,000—K. Nitz 10 Approve Recommendation to Cancel the August 23, 2000 Regular Meeting—C. Britton REVISED CLAIMS INFORMATIONAL REPORTS—Brief Reports or announcements concerning pertinent activities of District Directors and staff CLOSED SESSION CONTINUED(if necessary) 9:15* ADJOURNMENT Times are estimated and items may appear earlier or later than listed. Agenda is subject to change of order. TO ADDRESS THE BOARD: The Chair will invite public comment on agenda items at the time each item is considered by the Board of Directors. You may address the Board concerning other matters during Oral Communications. Each speaker will ordinarily be limited to three minutes. Alternately,you may comment to the Board by a written communication,which the Board appreciates. All items on the consent calendar may 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. Regional Open ice MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-00-110 Meeting 00-22 August 9, 2000 AGENDA ITEM 1 AGENDA ITEM Resolution Supporting the Santa Clara Valley Water tstrict's'Clean, Safe Creeks and Natural Flood Protection Measure on the November 7, 2000 BallotGENERAL MANAGER'S RECOMMENDATION-- f Adopt the attached Board resolution in support of the Santa Clara Valley Water District's Clean, Safe Creeks and Natural Flood Protection measure on the November 7, 2000 ballot. DISCUSSION At your meeting of June 28, 2000, Mr. James Fiedler of the Santa Clara Valley Water District presented an overview of the Water District's proposed special tax measure, and how its proceeds would fund natural flood protection programs throughout the County. Mr. Fiedler requested that the Board join other agencies in adopting a resolution endorsing the measure. At its meeting of July 25, the Board of Directors of the Water District voted to place that measure, the Clean, Safe Creeks and Natural Flood Protection measure, on the November 7, 2000 ballot. The item before you tonight is a resolution in support of that measure, as they requested. Throughout the years, a number of Water District projects, most notably acquisition of watershed lands, have benefited the District by preserving lands adjacent to District properties. The lands owned by the Water District add to the overall holdings within the region that are considered permanently protected open space. The measure placed by the Water District on the November 7, 2000 ballot contains many elements that will benefit the community and the environment. Of most interest to the District are those components that might provide for further acquisition, development of connecting trails, and habitat restoration and protection. The resolution before you lends the District's endorsement to this measure, and also urges the Water District to fully utilize the concepts of"natural flood protection" in order to minimize the projects' impacts on the natural environment, and maintain the natural and most environmentally-sound flood protection program possible. Prepared by: L. Craig Britton, General Manager Contact person: Same as above 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 • Genera!Manager:L.Craig Britton i Resolution No. 00- Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Supporting the Clean, Safe Creeks and Natural Flood Protection Measure On the November 7, 2000 Ballot WHEREAS, the Board of Directors of the Midpeninsula Regional Open Space District finds that the preservation of creeks, watershed lands, and riparian areas is of crucial importance to both the quality of life of the citizens of the San Francisco Midpeninsula Area, and the health and well-being of the flora and fauna throughout this region; and WHEREAS, the Board further recognizes that the Santa Clara Valley Water District works to ensure that creeks and channels can safely carry floodwaters, that the water in our creeks and bays is clean and safe, that the natural resources in our creeks and watershed areas are preserved and enhanced, and that additional open space is acquired which will not only enhance the water quality but will also contribute to the public enjoyment and habitat preservation; and WHEREAS, the Water District's voter-approved benefit assessment funding ended in June, 2000 and the Water District has placed a special tax measure entitled the Clean, Safe Creeks and Natural Flood Protection measure on the November 7, 2000 ballot; and WHEREAS, this measure will help preserve and improve the quality of life for the people of this region and the well-being of its flora and fauna by providing: - flood and erosion protection for homes, schools,businesses, and highways ($18.6 million); - clean, safe water in our creeks and bays ($3.4 million); - healthy creeks and bay ecosystems ($2.5 million); - trails,parks, and open space along creeks and riparian areas ($0.9 million); and WHEREAS, if approved by the voters and implemented by the Water District, this measure will contribute to the objectives of the Open Space District primarily through several key elements including restoration of riparian habitats and fish passages, new trail construction, vegetation management, and overall acquisition preservation and protection of habitat, watershed lands, and natural resources; and WHEREAS, if approved by the voters, the Board urges the Water District to maximize and designate as the highest priority any of the measure's budget elements as noted above which would contribute to the acquisition of watershed and open space lands; to implement other appropriate actions in order to truly carry out its objective of natural flood protection; to work"with"the rivers and floods rather than "against"them, as noted in the Water District's statements; and to look to other agencies' programs (such as Napa County) for ideas and insights into the best practices of implementing natural flood protection. Now,THEREFORE, BE IT RESOLVED that the Board of Directors of the Midpeninsula Regional Open Space District does hereby endorse and support the Clean, Safe Creeks and Natural Flood Protection measure placed on the November 7, 2000 ballot by the Santa Clara Valley Water District. Regional Open .',, ice s R-00-102 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 00-22 August 9 2000 AGENDA ITEM 2 AGENDA ITEM Authorization to Enter into a Memorandum of Under st -with California Department of Fish and Game for a Wild Pig Control Program in a South Spline Area and Authorization to Hire a Consultant to Implement th Program GENERAL MANAGER'S RECOMMENDA I. Determine that the recommended actions are statutorily exempt from the California Environmental Quality Act(CEQA)based on the findings contained in this report. 2. Authorize the General Manager to sign a Memorandum of Understanding by and between the California Department of Fish and Game and the District for a wild pig control program on District lands in the South Skyline Area. 3. Authorize the General Manager to negotiate and execute a contract with a consultant to implement a trial three-year wild pig control program in the South Skyline area with a budget not to exceed$15,000 in fiscal year 2000-2001. DISCUSSION At your regular meeting on October 27, 1999 you approved the signing of a multiple- party Memorandum of Understanding (MOU) with California Department of Fish and Game, California State Parks, and the South Skyline Association. At this meeting you also directed the Use and Management Committee to assess the feasibility of a wild pig control program in the South Skyline Area. In January 2000 the California Department of Fish and Game (DFG) rejected the multiple-party MOU and recommended that each party enter into a separate MOU with the DFG. DFG staff felt that separate MOU agreements would provide for better management of depredation activities. The regional approach to control wild pigs can still be achieved as long as each of the original parties participates in control activities. California State Parks has received their signed MOU and are currently removing pigs in State parkland. Members of the South Skyline Association(SSA) are presently getting individual depredation permits and conducting limited trapping and hunting on their own property. DFG will not approve a MOU with SSA unless they agree to hire a professional trapper, which at this time appears unlikely to occur. 330 Distel Circle . Los Altos, CA 94022-1404 a 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 •Genera!Manager:L.Craig Britton R-00-102 Page 2 The MOU before you tonight is for establishing a wild pig control program in the South Skyline Area. By signing the MOU, the District agrees to follow the criteria and procedures for the taking and disposing of pigs as outlined in the agreement. On February 15, 2000 the Use and Management(U&M) Committee met to assess the feasibility of a wild pig control program in the South Skyline Area. After consideration of the issue, including consideration of other resource management priorities, the U&M Committee voted to recommend that the full Board conduct a three-year wild pig control trial program in the South Skyline Area. Funding for the first year of the program was included in the budget approved at your March 22, 2000 meeting. The U&M Committee also recommended that staff make an effort to coordinate with neighboring agencies regarding the wild pig control program and concurrently research population control alternatives. Staff is currently in communication with State Parks and San Mateo and Santa Clara County Parks about wild pig control efforts in the region. Staff also intends to hire an intern to work in conjunction with South Skyline Association to research alternative population control methods. Staff sent out requests for proposals (RFP) to interested parties for a trial three-year capture and removal program of wild pigs in the South Skyline Area. The agreement would be for one year, with the option to renew for a total of three years, depending on the performance of the consultant. Because proposals are due on August 4, 2000, a summary of the proposals and a recommendation to hire a consultant will be presented to you at your August 9 meeting. The implementation principles of the wild pig control program are outlined in the MOU and more specific requirements were defined in the RFP. The District will only allow trapping and humane termination as a means to capture and remove wild pigs from its lands. Traps will be checked frequently and no trap will be left unattended for longer than 8 hours. The consultant will notify District staff of any new trap locations, the timing of trapping, and submit all detailed documents on each wild pig trapped to District staff on a bimonthly basis. The selection criteria for respondents of the RFP will require experience in the implementation of wild pig control on public lands, the appropriate licenses and insurance to conduct such activities, and reputable client references. A summary of the qualifications for the recommended consultant will be provided at your August 9 meeting. A regional concern about the negative affects of wild pigs in the South Skyline Area still exists. Sightings of wild pigs and evidence of rooting activity has continued in the south area of Skyline as well as further north on Skyline Ridge, Russian Ridge, Los Trancos, and Windy Hill Open Space Preserves. Staff is currently mapping the reported pig sightings and is conducting focused monitoring of 10 plots in the South Skyline Area. With help from the South Skyline Association, staff is documenting the high-, medium-, and low-use pig activity areas. Monitoring will continue during the three-year trial period to hopefully gain an understanding of any changes that may result from the control ol'wild pigs in the area. R-00-102 Page 3 By signing the MOU with DFG and awarding the contract described above, it is the District's intention to implement a capture and removal program to control wild pig populations and thus reduce the associated resource damage and threats to the natural resources. CEQA COMPLIANCE Project Description The proposed project is for a capture and removal program on wild pigs in the South Skyline Area to reduce the damage to the natural resources. Within the past four years there has been a marked increase in the distribution and activity of wild pigs in the South Skyline Area. The damage caused by the feeding and rooting activities of the wild pigs has had negative effects to the natural resources. These include increased erosion and soil movements adding to the sediment in stream courses, threat to sensitive flora and fauna, and competition with native species. The number of pigs to be taken during the three-year trial period is unknown. A speculative estimate for the first year of the program based on the frequency and intensity of rooting in the area would be roughly 100 to 150 animals. The California Department of Fish and Game is the principle agency under the MOU agreement. The District and anyone hired by the District is required to meet all the requirements under the agreement. CEQA Determination The District concludes that this project is statutorily exempt from CEQA (the California Environmental Quality Act) under the statutory provision of the Fish and Game Code 4181 as follows: Fish and Game Code 4181 permits any owner of land that is being damaged or in danger of being damaged by wild pigs to apply for a permit to take and dispose of the mammals under regulations adopted by the commission. The MOU by and between the DFG and the District identifies actions appropriate for wild pig control specific to District-owned lands. The MOU may be terminated if any conditions are violated. PUBLIC NOTIFICATION A meeting notice has been mailed to the neighboring property owners of Long Ridge Open Space Preserve where the first year of the program will commence and to 153 interested parties. Prepared by: Jodi Isaacs, Resource Management Specialist Contact person: Same as above MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CALIFORNIA DEPARTMENT OF FISH AND GAME AND THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FOR A WILD PIG CONTROL PROGRAM ON DISTRICT LANDS This Memorandum of Understanding (MOU) is made and entered into by and between the California Department of Fish and Game (DFG) , Central Coast Region, and the Midpeninsula Regional Open Space District (MROSD) , for the purpose of establishing a cooperative feral pig control program (FPCP) for the MROSD-owned and controlled lands in the San Mateo and Santa Clara counties . WITNESS TO: WHEREAS, MROSD has a primary mission to "acquire and preserve a regional greenbelt of open space lands in perpetuity; protect and restore the natural environment; and provide opportunities for ecologically sensitive public enjoyment and education. " In order for MROSD to maintain this mission statement for the people, the natural environments we manage must remain healthy. Many of the areas in which wild pigs have immigrated are not capable of sustaining this non-native species, which results in the degradation of the habitat and natural environments . This degradation of the lands may threaten native species diversity and integrity and negatively affect our ability to provide healthy environments for the public to enjoy. We feel, as stewards of open space, that healthy natural communities are essential to providing value to the environment and to the people. WHEREAS, DFG was created under State law to administer, protect and enhance the native plant and animal species and communities of California, to take appropriate steps to alleviate damage caused by wildlife and to provide for public use of wildlife; and WHEREAS, to execute its resources mission, MROSD desires to minimize or remove, as is feasible, deleterious influences within the lands it manages; and WHEREAS, wild pigs are not native to California, but are classified and regulated as game mammals under State Fish and Game law and have the potential to compete with native wildlife and may negatively impact natural communities; and WHEREAS, wild pigs on MROSD-owned lands can have adverse impacts on the natural resources, including substantial rooting which may constitute damage and justifies control/removal; NOW, THEREFORE, consistent with the MROSD mission and its goals and objectives, it is mutually agreed and understood as follows : I . Midpeninsula Regional Open Space District agrees to: A. Designate Jodi L. Isaacs at (650) 691-1200, as the official contact person to work with DFG to coordinate the wild pig program. B. Conduct the wild pig control program according to the recommendations of the DFG, consistent with the MROSD mission. C. Provide DFG a list of all MROSD staff or outside contractors who will participate in the implementation of the Wild Pig Management Program on MROSD owned and operated lands . shown on Exhibit A (map of MROSD lands covered by this MOU) , such personnel subject to the prior written approval of DFG. Provide DFG contact personnel a list of all parties and their assigned roles, with additional personnel to be added after DFG written approval . Provide a copy of the MOU to all parties participating in the program which is to be in their possession when engaged in any MOU activities . D. Notify the appropriate DFG Communication Center (Cen Com) by 1700 hours on the day of all activities to take wild pigs utilizing lights and/or firearms between sunset and sunrise . For activities in San Mateo and Santa Clara counties, contact Cen Cam at (831) 649-2810 . A 24-hour message phone is available . MROSD will keep a record of each person who discharged a firearm and the date and location the firearm was discharged. E. Dispose of carcasses in the following manner: 1 . Wild pig carcasses suitable and acceptable for human consumption will be donated to a charitable organization approved by DFG. 2 . MROSD or its contractor will arrange pickup and/or delivery of eviscerated carcasses. 2 WHEREAS, wild pigs on MROSD-owned lands can have adverse impacts on the natural resources, including substantial rooting which may constitute damage and justifies control/removal; NOW, THEREFORE, consistent with the MROSD mission and its goals and objectives, it is mutually agreed and understood as follows : I . Midpeninsula Regional open Space District agrees to: A. Designate Jodi L. Isaacs at (650) 691-1200, as the official contact person to work with DFG to coordinate the wild pig program. B. Conduct the wild pig control program according to the recommendations of the DFG, consistent with the MROSD mission. C. Provide DFG a list of all MROSD staff or outside contractors who will participate in the implementation of the Wild Pig Management Program on MROSD-owned and operated lands . shown on Exhibit A (map of MROSD lands covered by this MOU) , such personnel subject to the prior written approval of DFG. Provide DFG contact personnel a list of all parties and their assigned roles, with additional personnel to be added after DFG written approval . Provide a copy of the MOU to all parties participating in the program which is to be in their possession when engaged in any MOU activities . D. Notify the appropriate DFG communication Center (Cen Com) by 1700 hours on the day of all activities to take wild pigs utilizing lights and/or firearms between sunset and sunrise. For activities in San Mateo and Santa Clara counties, contact Cen Cam at (831) 649-2810 . A 24-hour message phone is available . MROSD will keep a record of each person who discharged a firearm and the date and location the firearm was discharged. E. Dispose of carcasses in the following manner: 1 . Wild pig carcasses suitable and acceptable for human consumption will be donated to a charitable organization approved by DFG- 2 . MROSD or its contractor will arrange pickup and/or delivery of eviscerated carcasses . 2 3 . MROSD may dispose of carcasses not suitable or acceptable for human consumption. Disposal may include burial on-site or transportation to a local rendering facility. F. Coordinate, in advance, all public news releases and media contacts regarding the wild pig control program with the Central Coast Region Regional Manager. G. In cooperation with DFG' s Wildlife Investigations Laboratory, provide whole carcasses, tissue or blood samples as may be requested. H. Maintain records of the number of wild pigs taken and/or removed from MROSD-owned lands, information shall be provided on the attached Wild Pig Depredation Biological Data Form, Exhibit B or other form that contains all the information. Prepare monthly reports which include a summary of the information collected on the Wild Pig Depredation Biological Data Form. Information will be recorded for each wild pig killed on a copy of this form within 24 hours and provide an annual report including copies of those records to DFG. The annual report will be due to DFG by December 31 of each year if the take of wild pigs ceases by December 1 of that year; or, January 31 if the take of wild pigs continues into the month of December. The report will be mailed to Mr. James A. Swanson, Senior Wildlife Biologist, Department of Fish and Game, P. 0. Box 47, Yountville, California 94599 . Department of Fish and Game agrees to: A. Authorize the MROSD to remove wild pigs from the MROSD-owned lands as shown on Exhibit A; by the most effective means possible utilizing trapping and humane termination or pursuit and capture with trained dogs and humane termination, or shooting by DFG approved personnel and/or approved contractors in accordance with this agreement . B. Designate Lt . Dave Fox, (831) 649-2870, as the official DFG contact person to work with Jodi L. Isaacs on the wild pig control program and to provide technical review and general support for the program. C. Identify recognized charitable organizations that will accept and/or pick up eviscerated wild pig carcasses suitable for human consumption in an expeditious manner (according to Section 401 (f) , Title 14, California Code of Regulations) . 3 Identify alternate disposal methods if donation of carcasses to charitable organizations is not possible . . D. Review and approve a list of contractors/hunters submitted by MROSD as eligible to participate in the implementation of the Wild Pig Management Plan. III . This MOU identifies actions appropriate for wild pig control specific to MROSD-owned lands . Pursuit and take of wild pigs beyond the limits of MROSD-owned lands is expressly prohibited unless authorized in advance by the DFG contact person. IV. This MOU may be terminated by either party with 30 days written notice to the other party or immediately by DFG if any conditions of this MOU are violated. This MOU has been executed by and on behalf of the parties hereto as of the last date signed below. Robert W. Floerke, Regional Manager Department of Fish and Game Central Coast Region Post Office Box 47 Yountville, California 94599 Date : L. Craig Britton, General Manager Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, California 94011-1404 Date: 4 Identify alternate disposal methods if donation of carcasses to charitable organizations is not possible. D. Review and approve a list of contractors/hunters submitted by MROSD as eligible to participate in the implementation of the Wild Pig Management Plan. III . This MOU identifies actions appropriate for wild pig control specific to MROSD-owned lands . Pursuit and take of wild pigs beyond the limits of MROSD-owned lands is expressly prohibited unless authorized in advance by the DFG contact person. IV. This MOU may be terminated by either party with 30 days written notice to the other party or immediately by DFG if any conditions of this MOU are violated. This MOU has been executed by and on behalf of the parties hereto as of the last date signed below. Robert W. Floerke, Regional Manager Department of Fish and Game Central Coast Region Post Office Box 47 Yountville, California 94599 Date: L. Craig Britton, General Manager Midpeninsula Regional open Space District 330 Distel Circle Los Altos, California 94011-1404 Date : 4 MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CALIFORNIA DEPARTMENT OF FISH AND GAME AND THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FOR A WILD PIG CONTROL PROGRAM ON DISTRICT LANDS This Memorandum of Understanding (MOU) is made and entered into by and between the California Department of Fish and Game (DFG), Central Coast Region, and the Midpeninsula Regional Open Space District(MROSD), for the purpose of establishing a cooperative feral pig control program(FPCP) for the MROSD-owned and controlled lands in the San Mateo and Santa Clara counties. WITNESS TO: WHEREAS,MROSD has a primary mission to "acquire and preserve a regional greenbelt of open space lands in perpetuity; protect and restore the natural environment; and provide opportunities for ecologically sensitive public enjoyment and education." In order for MROSD to maintain this mission statement for the people,the natural environments we manage must remain healthy. Many of the areas in which wild pigs have immigrated are not capable of sustaining this non-native species, which results in the degradation of the habitat and natural environments. This degradation of the lands may threaten native species diversity and integrity and negatively affect our ability to provide healthy environments for the public to enjoy. We feel, as stewards of open space,that healthy natural communities are essential to providing value to the environment and to the people. WHEREAS, DFG was created under State law to administer, protect and enhance the native plant and animal species and communities of California, to take appropriate steps to alleviate damage caused by wildlife and to provide for public use of wildlife; and WHEREAS,to execute its resources mission, MROSD desires to minimize or remove, as is feasible, deleterious influences within the lands it manages; and WHEREAS,wild pigs are not native to California, but are classified and regulated as game mammals under State Fish and Game law and have the potential to compete with native wildlife and may negatively impact natural communities; and WHEREAS, wild pigs on MROSD-owned lands can have adverse impacts on the natural resources, including substantial rooting which may constitute damage and justifies control/removal; MIDPENINSULA REWUNAL OPEN SPACE DISTPIr,T 1 NOW, THEREFORE, consistent with the MROSD mission and its goals and objectives, it is mutually agreed and understood as follows: 1. Midpeninsula Regional Open Space District agrees to: A. Designate Jodi L. Isaacs at(650) 691-1200, as the official contact person to work with DFG to coordinate the wild pig program B. Conduct the wild pig control program according to the recommendations of the DFG, consistent with the MROSD mission. C. Provide DFG a list of all MROSD staff or outside contractors who will participate in the implementation of the Wild Pig Management Program on MROSD-owned and operated lands shown on Exhibit A (map of MROSD lands covered by this MOU), such personnel subject to the prior written approval of DFG. Provide DFG contact personnel a list of all parties and their assigned roles, with additional personnel to be added after DFG written approval. Provide a copy of the MOU to all parties participating in the program which is to be in their possession when engaged in any MOU activities. D. Notify the appropriate DFG Communication Center(Cen Com) by 1700 hours on the day of all activities to take wild pigs utilizing lights and/or firearms between sunset and sunrise. For activities in San Mateo and Santa Clara counties, contact Cen Com at (831) 649-2810. A 24-hour message phone is available. MROSD will keep a record of each person who discharged a firearm and the date and location the firearm was discharged. E. Dispose of carcasses in the following manner: 1. Wild pig carcasses suitable and acceptable for human consumption will be donated to a charitable organization approved by DFG. 2. MROSD or its contractor will arrange pickup and/or delivery of eviscerated carcasses. 3. MROSD may dispose of carcasses not suitable or acceptable for human consumption. Disposal may include burial on-site or transportation to a local rendering facility. F. Consult, in advance, about all public news releases and media contacts regarding the wild pig control program with the Central Coast Region Regional Manager. G. In cooperation with DFG's Wildlife Investigations Laboratory, provide whole carcasses, tissue or blood samples as may be requested. H. Maintain records of the number of wild pigs taken and/or removed from 2 MROSL, -,vned lands. Information shall be provi,-,i on the attached Wild Pig Depredation Biological Data Form, Exhibit B or other form that contains all the required information. The information will be recorded on a copy of this form within 24 hours for any wild pigs taken and/or removed. Prepare monthly reports which include a summary of the information collected on the Wild Pig Depredation Biological Data Form. Provide an annual report including copies of such records to DFG. The annual report will be due to DFG by December 31 of each year if the take of wild pigs ceases by December I of that year; or, January 31 if the take of wild pigs continues into the month of December. The report will be mailed to Mr. James A. Swanson, Senior Wildlife Biologist, Department of Fish and Game, P. O. Box 47, Yountville, California 94599. Il. Department of Fish and Game agrees to: A. Authorize the MROSD to remove wild pigs from the MROSD-owned lands as shown on Exhibit A; by the most effective means possible utilizing trapping and humane termination or pursuit and capture with trained dogs and humane termination, or shooting by DFG approved personnel and/or approved contractors in accordance with this agreement. B. Designate Lt. Dave Fox, (831) 649-2870, as the official DFG contact person to work with Jodi L. Isaacs on the wild pig control program and to provide technical review and general support for the program. C. Identify recognized charitable organizations that will accept and/or pick up eviscerated wild pig carcasses suitable for human consumption in an expeditious manner(according to Section 401 (f), Title 14, California Code of Regulations). Identify alternate disposal methods if donation of carcasses to charitable organizations is not possible. D. Review and approve a list of contractors/hunters submitted by MROSD as eligible to participate in the implementation of the Wild Pig Management Plan. E. Consult, in advance, about all public news releases and media contacts regarding the wild pig control program on MROSD lands with the MROSD representative. 111. This MOU identifies actions appropriate for wild pig control specific to MROSD- owned lands. Pursuit and take of wild pigs beyond the limits of MROSD-owned lands is expressly prohibited unless authorized in advance by the DFG contact person. IV. This MOU may be terminated by either party with 30 days written notice to the other party or immediately by DFG if any conditions of this MOU are violated. 3 This MOU has been executed by and on behalf of the parties hereto as of the last date signed below. Robert W. Floerke, Regional Manager Department of Fish and Game Central Coast Region Post Office Box 47 Yountville, California 94599 Date: L. Craig Britton, General Manager Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, California 94011-1404 Date: 4 MOU AREA BOUNWRY: DISTRICT LANEI&WITHIN BOUNDARY MIDPENWSULA REGIONAL OPEN SPAWE DISTRICT 280 B \\O rw Portola o 84 Valley "Ra Arastradero Pre e ve IPab Altol Spa Dist l�/ MROSD J Cet Los oFF \, Foothills i Altos Los lo FF—thiVle Hills (Pa Altos Allot Mountain View H itkkn Sam Vila �� McDonald Cnuniy Park 3[0 qi �9• Rancho San `^•••. qo, Mtonia `,cra,nty San Mateo Park ri County ,... Memorial Park J eserve Pescadera Creek 35 County Park St- -Creek C—ty Park Stevens Creek �' L Portola llalc [ nark t P Slevees � Pah 9 tll�l ; �1 �easin`� ai Castle Rock /Saratoga State Park 9 /\\ 35 s Sanborn Skyline /� V& Counly Park mowahm Big Basin 36 Slate Park 9 1 �n y 7 F Save the Redwoods ('� kwgue p Regional Open !. ice 11-2 Meeting 00-22 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT August 9, 2000 AGENDA ITEM 3 AGENDA ITEM Sausal Trail Use Designation at Windy Hill Open Spac Preserve GENERAL MANAGER'S RECOMMENDATION Refer the matter of Sausal trail use designation to staff for return to the Board after completion of construction of the Kabcenell Bridge and Town of Portola Valley work on Alpine Creek. DISCUSSION Director Crowder has asked that this item be placed on your agenda and I have accordingly attached her memo of July 30, 2000 and copies of two letters on the subject trail we have received. Due to workload priorities, staff has not focused on this trail use designation since it came to your attention at the meeting of January 26, 2000(see Report R-00-21). At that time Sausal trail was recommended for hiking and companion dog use only, but this decision was tabled by you pending further investigation by staff of the potential for equestrian access. As a result of your direction, Sausal trail was left in a"temporary"but status quo designation, with an expectation of further review at a later date. All efforts at reviewing lower Windy Hill trail system designations are currently on hold, pending completion of bridge construction at the Kabcenell property and the Town of Portola Valley Alpine Creek project. If it is the Board's desire that the Sausal trail designation receive a higher priority, then it is my suggestion that this matter be referred back to staff for a recommendation at your meeting of September 27, 2000. However, it is my opinion that since there is already an alternate parallel route in place (see attached map), further research and analysis be delayed until the current construction projects are completed. These projects include the realignment of two trails in the immediate vacinity, including the"Sequoias" connection to the Town trail. Prepared by: L. Craig Britton, General Manager Contact person: Same as above 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 T^ Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz • General Manager:L.Craig Britton WINDY WLL OPEN SPACE Pa"ESERVE MIDPENI ULA REGIONAL OPEN SPACE STRICT / .0 or P (WH05) C,L�Ic� � 5077-0 a- • o 800 Sa usa 1 ��-_.-- Pond c� 0 • 0.6 00 Tra* ; o Spring Ridge Trai/ O 0.2 0.4 TO 0.2 ii {, PORT VALLEY �\ 1 1 . a/• ned ;w (WH06) r 'Ny - - r Exhibit A 0.0 .1 .2 .3 .4 .5 Mile FROM BETSY CROWDER PHONE NO. 6508510410 Jul. 30 2000 07:39PM P2 July 30, 20 To: Craig From: Betsy Subject: Request to agendize Windy Hill Trails for August 12 Board Meeting Dr. Mary Hufty brought the enclosed letter to me on Friday, and we discussed the situation. I have been out to look at the present configuration of trails, which are somewhat disrupted because of the construction of the Kabcenell bridge. Mary Hufty is going to address a letter to the Board, which will explain her request. For my part, to save having staff be forced to compose a staff report. I offer the following proposal, which will be my recommendation on the situation. You can concur or amend as you please, of course. I believe it is reasonable to open the Sausal Trail to equestrian use by making a Use and Management amendment to that effect. The trail is of sufficient width and stability to accommodate horses, and will be a preferable route for riders to the Spring Ridge Trail, down which bicyclists are apt to roar at considerable speed. Sausal Trail should remain closed to bicyclists, as there is intensive slow foot traffic, plus baby strollers, so a rapid trail user would indeed be hazardous. As for the re-alignment of the trail from the Alpine Road entrance near Willowbrook, which is going to take place with completion of the Kabcenell driveway, I think this needs study. I would like to propose that there be a local citizens committee formed, consisting of two or three appointees from the Portola Valley Trails Committee, to work with me and one planning staff member and one field staff member, to see if an alternative alignment can be found. In walking the area today (through construction vehicles) I saw that it might be possible with very little work to have a trail separate from the road from the bridge up to the Eagle Trail junction. Continuing above that to Spring Ridge on a revised "cutoff" trail should also be explored, It needs a better name, too! My recommendations in brief are: 1) Amend the U & M plan for Windy Hill QSP to open the Sausal Trail to equestrians. 2) Form a citizens committee of one Board member, two staff members, and two or three appointees from the Portola Valley Trails Committee to study realignment of the Spring Ridge Cutoff- Trail from Alpine Road to Spring Ridge Trail. Rfl 71''- -10 1 1:14 PM 71, J � 10:09 PM D 1 f 1 July 28, 2000 Midpeninsula Regional Open Space District Board of Directors 330 Distel Circle Los Altos, California 94022-14044 Dear Board of Directors, As Chairman of the Portola Valley Trails Committee, I am writing, again, to clarify our request that the Sausal Trail be opened to equestrian usage nm. A version of this letter has already been sent to Mr Cahill. The trail has already been "stabilized" for a year and it is now a necessary part of the trail system that will help alleviate congestion during the Kabcenell project. Please, do not delay this action during this crucial period, as, it allows for a partial separation of bicycles, construction trucks and cars from hikers and equestrians. We feel that further delays on this action unnecessarily jeopardizes the safety of the project. Secondly, we are requesting that the alternate route requested by the Town of Portola Valley for hikers and equestrians which allows a separation of driveway traffic and bicycles from horses and hikers from the new bride site to the top section of the driveway be designed and installed during the driveway project. During the hearings it was agreed that we would have a field meeting to finalize the trail alignment and I am awaiting notification of that meeting. A year "stabilization period" in an area which has been heavily disturbed by equipment and construction may not be necessary.' Regardless of that possible delay, the sooner the trail is designed and installed the greater the safety and benefit. Thank you for your assistance and attention. Sincerely, Mary Hufty MD Chairman , Portola Valley Trails Committee 257 Mapache Dr Portola Valley, Ca 94028 650-851-4533 SARAN TILTON FRIES 135 Farm Road Woodside, California 94062 Members of the Board FMIL Midpeninsula Regional Open Space District 177-- 330 Distel CircleLos Altos, CA, 94022 MIDPENINSULA To the Members of the Board: We truly want to congratulate you for a courageous decision in the face of very vocal opposition at your meeting on July 121h. I am strongly in favor of separating trail user groups whose needs and values are very different. Your decision to close some trails to bicycles was a step in that direction. However, I would not oppose having some trails dedicated to bicycle use only or some specific days or times set aside for bicycle use. Unfortunately,the cyclists seem to have little understanding of how their enjoyment of the trails limits that of other users. The following evening I had the opportunity to hear the much larger agenda which the cyclists are actively proposing. I had been invited to present the equestrian perspective at a panel on trail access sponsored by the local Green Party for their members. Other panelists included a ranger from the San Mateo County Parks Department, a member of your own P.R. staff, and the President of ROMP (Responsible Organized Mountain Peddlers), Ron Brown. Mr. Brown gave a well prepared presentation with multiple overheads and some questionable data. His organization proposes that all trails be open to all users but they place the highest priority on access to the narrow winding trails. He could not comprehend the anxiety that would be experienced by a hiker or equestrian on these trails with short sight lines when they might be confronted by a downhill cyclist around a blind curve with no space to maneuver. Were such a policy adopted, these groups would largely cease using those trails. This agenda is one I would oppose as a Public Health professional; the likelihood of a serious accident needs no comment. Again thank you so very much for a decision which is true to the mission of the Open Space District: Preserving the land first and allowing use which is consistent with preservation. Sincerely, Sarah Tilton Fries P.S. When will the Sausal Trail on Windy Hill have a permanent designation and hopefully be open to equestrians. The decision has been hanging since February and is particularly critical now with a number of the other trails closed for construction. NOo Regional Open . ace 1 R-00-98 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 00-22 August 9, 2000 AGENDA ITEM 4 AGENDA ITEM Permit to Enter for Spring Ridge, LLC, Louis Bordi General F,,,,ngineering, and CJW Architecture to Enter Windy Hill Open Space Preserve for the Purpose of Replaci g and Repairing Drainage Improvements at Sausal Creek and License for Installation,Maintenance an 'Repair of Improvements GENERAL MANAGER'S RECOMMENDATIONS 1. Authorize the General Manager to execute the attached Permit to Enter allowing Spring Ridge, LCC (SRLLC)and their consultants, Louis Bordi General Engineering and CJW Architecture,to access Windy Hill Open Space Preserve for the purpose of replacing a 72-inch culvert and to make other drainage improvements at Sausal Creek. 2. Authorize the General Manager and General Counsel to approve minor revisions to the Permit to Enter. DISCUSSION A 228-acre parcel of land,commonly known as San Mateo Assessors' Parcel Number 076-340-060,is owned and operated by Spring Ridge, a California limited liability company(LLC). The existing improvements on this property include the historic"Connelly-Melchor"house,maintenance buildings and vineyard operations facilities. The property lies adjacent to the northern edge of Windy Hill Open Space Preserve near Sausal Creek and Bozzo Gulch. Primary access to SRLLC's property is from a driveway off Portola Road,which passes through Windy Hill Open Space Preserve. SRLLC has an easement over this driveway and uses it to access the adjoining property. E. Kirk Neely, Director of SRLLC is requesting a Permit to Enter in order to replace a failing 72-inch culvert and headwall, as well as other drainage improvements at Sausal Creek. The culvert lies beneath the driveway at the property boundary for the Preserve and if it failed,would prevent access to the applicant's property(see Exhibit A). The project will initially involve the excavation of approximately 4,700 cubic yards of soil from the embankment and adjacent areas where new culvert work is to be completed. The soil will temporarily be stored in three designated stockpile areas. Only one of these stockpile areas, identified as"Stockpile Area 2"(see Exhibit B),will be on District property. The access route for heavy machinery and dump trucks that will transport the soil will be located entirely on the applicant's property across the meadow area. The excavated soil will be used as fill during the reconstruction of the embankment over the new culvert facility. Along with the replacement of the 72-inch culvert and headwall on District property,the project will also include the installation of other improvements, including a dissipation pad and retaining walls. These other improvements will be completed entirely on the SRLLC property,downstream from the driveway. The applicant has obtained all necessary permits for completion of this project, including a Site Development Permit from the Town of Portola Valley, a Nationwide Permit from the Army Corps of Engineers and a Lake and Streambed Alteration Permit from the California Department of Fish and Game. 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 T' Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz • General Manager:L.Craig Britton R-00-98 Page 2 The project is anticipated to take approximately six weeks to complete. Upon completion, SRLLC will be required to restore the impacted areas as conditioned in the attached Permit to Enter. This will include the re-contouring of the embankment,replacement of trees that are damaged or removed during the construction process,and re-vegetation of the impacted area through the use of an approved restoration plan. The Permit to Enter is for period of three 3 ears to allow for monitoring and maintenance of the p p O Y g culvert installation, including slope stability, erosion control and re-vegetation warranties and obligations. Since the Project will involve placement of permanent facilities on District land, it will be necessary to consummate an agreement with SRLLC for retention of the improvements at the end of the three(3)year term of the Permit to Enter. Since the work area is on land that the District has dedicated as public open space,permanent placement of such improvements would require an exchange of District property interests for those of equal or greater value as required by Public Resources Code Section 5540.5. SRLLC has proposed an exchange of fee interests in the form of a lot line adjustment that would result in all the improvements being on the SRLLC parcel. The need for immediate repairs to the existing culvert to prevent catastrophic failure necessitates postponing final negotiations of the exchange. Further,after the installation is complete, SRLLC is obligated by the Permit to Enter to arrange for a survey of the work "as-built"which will provide the District with the information necessary to identify an area for exchange that will serve and enhance public open space values at Windy Hill. Staff anticipates that a proposal for such an exchange would be brought back to the Board within six(6)months, since an exchange would be of benefit to both the District and SRLLC. SRLCC would have absolute ownership and control over the roadway improvements and the District would receive land in a natural state to add to the Preserve. Such an exchange would not increase the likelihood of further development of the SRLLC property. However, any exchange proposal would be analyzed by staff in depth before returning to you with a recommendation for approval. CEQA COMPLIANCE CEQA review of the proposed culvert replacement and bank stabilization project was completed during the Town of Portola Valley's review of the Site Development Permit. The Town of Portola Valley was the lead agency during the CEQA process and issued a mitigated negative declaration;therefore,no further action is required by the District's Board regarding CEQA for this culvert replacement and bank stabilization project. PUBLIC NOTIFICATION A copy of the agenda has been mailed to owners of property adjacent to the preserve. In addition,a copy of the agenda was posted at the trailhead to the preserve. Prepared by: Douglas Vu,Open Space Planner Duncan Simmons,Attorney Contact Person: Douglas Vu,Open Space Planner PERMIT TO ENTER This Permit is entered into by and between the Midpeninsula Regional Open Space District, a public District (hereinafter "DISTRICT"), Spring Ridge, LLC, a California Limited Liability Company (hereinafter "PERMITTEE"). The parties hereby agree as follows: 1.0 Property Solely on the terms and conditions set out herein, DISTRICT grants PERMITTEE, and PERMITTEE'S CONTRACTORS and CONSULTANTS, permission to enter the portion of Windy Hill Open Space Preserve (hereinafter the "Preserve") located in the Town of Portola Valley, San Mateo County, as more particularly shown on Exhibit A, attached hereto and incorporated herein by this reference. As used herein, CONTRACTORS and CONSULTANTS include, without limitation, their officers, employees and agents, as well as their subcontractors and subcontractors' officers, employees and agents. PERMITTEE may delegate to such CONTRACTORS and CONSULTANTS any duties or responsibilities required hereunder but such delegation shall not relieve PERMITTEE of such duty or responsibility. 2.0 Purpose This Permit to Enter is for the purpose of providing the PERMITTEE, and PERMITTEE'S CONTRACTORS and CONSULTANTS, access to Windy Hill Open Space Preserve to repair and replace a 72-inch culvert, headwall, and other drainage improvements at Sausal Creek on the Preserve and the adjacent 228-acre "Spring Ridge" property of PERMITTEE, more commonly known as San Mateo's Assessors' Parcel Number 076-340-060. The terms and conditions of this Permit to Enter are applicable to all activities occurring on or impacting District property. This Project will also include the excavation of approximately 4,700 cubic yards of soil as well as the re-vegetation of all disturbed areas. The work authorized is as described in the plans on file with the DISTRICT and as such plans may from time to time be properly and lawfully amended and approved by DISTRICT. Generally, the work includes the following elements and shall hereafter be collectively referred to as the "Project": 2.1. Creation of three (3) stockpile areas for the storage of equipment and materials to be used during construction, as shown on the "Stockpile Area Map," prepared by CJW Architecture, dated April 7, 2000, attached hereto and incorporated herein by reference as Exhibit B. Only stockpile area "#2" will be on the Preserve. Each stockpile area will be created by removing minor vegetation, protecting any significant vegetation by fencing it off, stockpiling topsoil from the impacted area to be used during restoration, and securing the staging areas with fencing. Restoration of the stockpile areas and any disturbed areas surrounding the Project on the Preserve will be completed in accordance Page 1 with the restoration plan prepared by CJW Architecture, dated April 7, 2000, and on file with DISTRICT. 2.2. Replacement of a 72-inch diameter culvert of approximately 100-feet in length, headwall, and installation of an energy dissipation pad, as shown on plans prepared by Geomatrix Consultants, Inc., dated February 18, 2000, and on file with DISTRICT. The work includes clearing and trimming of vegetation, excavating and transporting soil and installation of drainage facilities. 2.3. Restoration of the banks of Sausal Creek in accordance with the creek bank restoration plan prepared by CJW Architecture, dated April 7, 2000, approved by the California Department of Fish and Game, Notification Number 1367-99, dated July 7, 2000, and on file with DISTRICT. 2.4. Performance of all other requirements of the Site Development Permit and Final Environmental Documentation approved by the Town of Portola Valley on June 21, 2000 and on file with DISTRICT, both of which are incorporated herein by reference. 3.0 Project Conditions 3.1. PERMITTEE shall be responsible for obtaining all necessary government permits and approvals and for following all applicable procedures. Copies of all permits shall be provided to DISTRICT at least forty-eight (48) hours prior to starting work on the site under such permit. 3.2. PERMITTEE shall be responsible for providing proof of required insurance coverage, as more specifically set forth in Section 7.0 below, to DISTRICT prior to starting work on the Project. 3.3. DISTRICT shall issue a Notice to Proceed after determination by DISTRICT Representative that Project Conditions 3.1. and 3.2. above have been satisfied. In no event. shall work begin prior to issuance of the DISTRICT'S written Notice to Proceed, which Notice shall be not be unreasonably withheld or delayed. 3.4. PERMITTEE shall provide DISTRICT with a written schedule of operations and notify DISTRICT, in writing, of any material changes in the schedule. 3.5. Equipment and vehicle parking and the storage of materials related to the construction activities shall be limited to the staging and storage areas identified in the plans on file with the DISTRICT. 3.6. All trees to be removed on the Preserve shall be marked by the PERMITTEE and approved in writing prior to removal by a DISTRICT Representative. Any Ap g significant trees (defined as those greater than 5 inches in diameter at breast height) that are removed or damaged will be mitigated by planting three locally- grown native trees for every tree damaged or removed. Replacement plant sizes shall be at a ratio of a one-gallon container size per caliper inch of tree stem diameter. For example, a five-inch caliper (or larger) tree will be replaced by a five-gallon container-sized tree, and so on. All replacement trees shall be monitored by PERMITTEE for a minimum period of three years to ensure proper establishment. 3.7. All pruning of trees will comply with approved standards as set by the ISA (International Society of Arborists) and be performed by a certified arborist or tree worker. Trees in the designated staging and storage areas on the Preserve will be protected by placing snow fencing around the trees at the dripline. Parking, excavating, filling, or other disturbance is prohibited within the fenced dripline areas, unless expressly allowed in writing by DISTRICT upon written request from PERMITTEE. 3.8. All repair, grading and mitigation work performed on the Property shall be warranted by PERMITTEE for slope stability, erosion control and establishment for a period of three years from the date of completion for the Project. 3.9. PERMITTEE shall be responsible for the compliance of their employees, their consultants and contractors, subcontractors and subcontractors' employees and delivery drivers operating vehicles within the Preserve with the Preserve's speed limit of 15 miles per hour. The DISTRICT may issue citations to violators. Drivers shall approach visitors slowly, passing only when the visitors have moved from the roadway. 3.10. No vehicle access shall be allowed during wet weather conditions and a minimum of one week dry weather is required following any significant rainfall (defined as 0.25 inch or greater in a 24 hour period) prior to resumption of vehicle access unless otherwise specifically approved in writing by the DISTRICT Representative. 3.11. Work hours shall be limited to Monday through Friday, 8:00 a.m. to 5:00 p.m., unless changes in the days or times are approved in writing by the Town Engineer and a DISTRICT Representative. Vehicle access to the site is limited to Monday through Friday, 8:00 a.m. to 5:00 p.m. Foot traffic on the Preserve is allowed from sunrise until one-half hour after sunset. 3.12. PERMITTEE shall be responsible for moving any Preserve signing and fencing that may be impacted by the construction process to appropriate locations as designated by DISTRICT Representatives and properly replacing such signing and fencing at the conclusion of the Project. 3.13. PERMITTEE shall be responsible for installing temporary barriers and fences, and taking other necessary measures to protect the public from any injury or damage resulting from the construction activities. PERMITTEE shall install such additional fencing as is needed to secure the site when construction areas are unattended. 3.14. PERMITTEE shall be responsible for restoring or remediating any damage to the Preserve to a condition equal to, or better than, the original condition of the area, including all roads, trails and meadow areas utilized during construction. Upon conclusion of the Project, the Project site shall be cleaned and restored to a condition equal to, or better than, the original condition of the site. 3.15. PERMITTEE shall notify the DISTRICT Representative upon completion of all work and arrange for a site inspection before vacating the site. 3.16. PERMITTEE shall provide for an as-built survey upon Project completion at PERMITTEE'S sole cost and expense. 3.17. A copy of this Permit to Enter shall be available on site at all times that the work is taking place. 4.0 Notice 4.1 Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement, each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: DISTRICT: L. Craig Britton, General Manager 330 Distel Circle Los Altos, CA 94022-1404 (650) 691-1200 (650) 691-0485 (FAX) with a Copy To: M. Douglas Vu, District Representative PERMITTEE: Spring Ridge, LLC E. Kirk Neely, Director 555 Portola Road Portola Valley, CA 94028 (650) 851-3835 (650) 851-0398 (FAX) 4.2 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall also promptly be sent by mail (in the manner provided above) to the addressee. If sent by telegraph, facsimile copy or cable, and a confirmed copy of such telegraphic, facsimile or cabled notice is also promptly sent by mail to the addressee as provided herein, service shall be complete upon receipt by addressee of such telegraph, facsimile copy or cable. If the communication is made only by mail, service shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices, requests or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. 5.0 Indemnification and Release of Liability 5.1. PERMITTEE agrees that CONTRACTORS' and CONSULTANTS' shall be instructed that their use of equipment and tools on the property of DISTRICT shall be effected with competence, reasonable diligence and sufficient precautions to avoid damage to each other, to the land, property, or personnel of DISTRICT and the public. 5.2. PERMITTEE agree to indemnify, hold harmless, defend and protect the DISTRICT, its officers, directors, agents and employees from any and all claims, losses, damages, demands, liabilities, suits, costs, expenses, (including reasonable attorney's fees), penalties, judgments or obligations whatsoever in connection with any injury, death, or damage to any person or property or pecuniary, or monetary loss that results from, arises out of, or in any way relates to the activities of PERMITTEE under this permit. 5.3. PERMITTEE hereby waive all claims and recourse against DISTRICT, including the right of contribution for loss or damage to property, and release DISTRICT from any liability related to or in any way connected to CONTRACTOR'S, CONSULTANT'S and PERMITTEE'S activities or CONTRACTOR'S, CONSULTANT'S and PERMITTEE'S use of the project site, premises, Preserve, or facilities pursuant to this Permit to Enter. 5.4. PERMITTEE shall have sole responsibility for the safeguard of their equipment, property, and personnel from any and all injury, death or damage. 6.0 Insurance 6.1. Throughout the term of this Permit, PERMITTEE or PERMITTEE'S CONTRACTORS or CONSULTANTS, at PERMITTEE'S or PERMITTEE'S CONTRACTORS' or CONSULTANTS' sole cost and expense, shall maintain in full force and effect, a comprehensive automobile and general liability insurance policy or policies covering bodily and personal injury and property damage arising out of their respective activities pursuant to this Permit to Enter. Limits shall be not less than $1,000,000.00 per occurrence for bodily injury and $250,000.00 per occurrence for property damage. This permit is not valid without PERMITTEE or PERMITTEE'S CONTRACTORS' or CONSULTANTS' insurance being in full force and effect as required herein. The policy or policies shall name DISTRICT as an additional insured and a certificate to that effect shall be delivered to DISTRICT prior to commencement of Project. 6.2. Whenever engaged in any work hereunder, PERMITTEE or PERMITTEE'S CONTRACTORS or CONSULTANTS, at their sole cost and expense, shall maintain in full force and effect a policy of Worker's Compensation Insurance covering all its employees as required by law. 6.3. Such insurance policies shall not be canceled or materially changed without thirty (30) days' advance written notice to DISTRICT at the address shown in Section 4.1 hereof. 7.0 Amendment and Modification This Permit to Enter may be amended or modified only in a writing signed by the General Manager of DISTRICT and by PERMITTEE if such modification or amendment imposes a new or additional duty on PERMITTEE. The General Manager may amend Permits to Enter to extend expiration dates or make other minor amendments to this Permit as is reasonably necessary. 8.0 Exchange of Interests District and PERMITTEE agree to negotiate to enter into an Exchange Agreement pursuant to Public Resources Code Section 5540.5 by reasonably cooperating, in good faith and using their best efforts, to identify an area, on no less than a one to one basis, of equal or greater value for open space purposes on PERMITTEE'S parcel for purposes of completing such an exchange of interests in real property prior to the expiration of this Permit to Enter. Upon recordation of such an exchange, this Permit shall terminate. 9.0 Term and Termination. The Term of this Permit to Enter shall commence on August 10, 2000 and shall expire at 5:00 p.m. on August 09, 2003 except in the event of earlier termination as set forth in Section 8.0 hereof or in this Section 9.0. Upon 15 days' notice by District or by PERMITTEE of a breach of any condition hereof, District or PERMITTEE, as applicable, shall have 15 days to cure, or begin to cure if such cure reasonably cannot be accomplished within such 15 day period, such breach of this License. Should District or PERMITTEE fail to cure, or fail to commence to cure, such breach within 31 days following said notice, this License shall terminate without further notice or action. Thereupon all rights of the parties shall likewise terminate except for those rights set forth herein that specifically survive such termination. This Permit to Enter has been read and understood and is hereby agreed to and accepted. This Permit to Enter may be executed in multiple counterparts and by facsimile signatures with the original of such counterpart to be filed with DISTRICT after facsimile transmission. PERMITTEE, SPRING RIDGE, LLC By: Date E. Kirk Neely, Director MIDPENINSULA REGIONAL OPEN SPACE DISTRICT By: Date L. Craig Britton, General Manager Approved as to form: By: Susan M. Schectman, General Counsel ,DLINE COPY AGENDA ITEM 4 PERMIT TO ENTER This Permit is entered into by and between the Midpeninsula Regional Open Space District, a public District (hereinafter "DISTRICT"),=AW Spring Ridge, LLC, a California Limited Liability Company (hereinafter "PERMITTEE"). The parties hereby agree as follows: 1.0 Property Solely on the terms and conditions set out herein, DISTRICT grants PERMITTEE, and PERMITTEE'S CONTRACTORS and CONSULTANTS, permission to enter the portion of Windy Hill Open Space Preserve (hereinafter the "Preserve") located in the Town of Portola Valley, San Mateo County, as more particularly shown on Exhibit BA, attached hereto and incorporated herein by this reference. As used herein, CONTRACTORS and CONSULTANTS include, without limitation, their officers, employees and agents, as well as their subcontractors and subcontractors' officers, employees and agents. PERMITTEE may delegate to such CONTRACTORS and CONSULTANTS any duties or responsibilities required hereunder but such delegation shall not relieve PERMITTEE of such duty or responsibility 2.0 Purpose This Permit to Enter is for the purpose of providing the PERMITTEE, and PERMITTEE'S CONTRACTORS and CONSULTANTS, access to Windy Hill Open Space Preserve to repair and replace a 72-inch culvert, headwall, and other drainage improvements at Sausal Creek on the Preserve and the adjacent 228-acre "Spring Ridge" property of PERMITTEE, more commonly known as San Mateo's Assessors' Parcel Number 076-340-060. The terms and conditions of this Permit to Enter are applicable to all,§Kb activities occurring on or impacting District property. This Project will also include the excavation of approximately 4,700 cubic yards of soil as well as the re-vegetation of all disturbed areas. The work authorized is as described in the plans on file with the DISTRICT and as such plans may from time to time be properly and lawfully amended and approved by DISTRICT. Generally, the work includes the following elements and shall hereafter be collectively referred to as the "Project": 2.1. Creation of three (3) stockpile areas for the storage of equipment and materials to be used during construction, as shown on the "Stockpile Area Map," prepared by CJW Architecture, dated April 7, 2000, attached hereto and incorporated herein by reference as Exhibit QB_. Only stockpile area "#2" will be on the Preserve. Each stockpile area will be created by removing minor vegetation, protecting any significant vegetation by fencing it off, stockpiling topsoil from the impacted area to be used during restoration, and securing the staging areas with fencing. Restoration of the stockpile areas and any disturbed areas surrounding the Project on the Preserve will be completed in accordance with the restoration plan prepared by CJW Architecture, dated April 7, 2000, and on file with DISTRICT. 2.2. Replacement of a 72-inch diameter culvert of approximately 100-feet in length, headwall, and installation of an energy dissipation pad, as shown on plans prepared by Geomatrix Consultants, Inc., dated February 18, 2000, and on file with DISTRICT. The work includes clearing and trimming of vegetation, excavating and transporting soil and installation of drainage facilities. 2.3. Restoration of the banks of Sausal Creek in accordance with the creek bank restoration plan prepared by CJW Architecture, dated April 7, 2000, approved by the California Department of Fish and Game, Notification Number 1367-99, dated July 7, 2000, and on file with DISTRICT. 2.4. Performance of all other requirements of the Site Development Permit and Final Environmental Documentation approved by the Town of Portola Valley on June 21, 2000 and on file with DISTRICT, both of which are incorporated herein by reference. 3.0 Project Conditions 3.1. PERMITTEE shall be responsible for obtaining all necessary government permits and approvals and for following all applicable procedures. Copies of all permits shall be provided to DISTRICT at least forty-eight (48) hours prior to starting work on the site under such permit. 3.2. PERMITTEE shall be responsible for providing proof of required insurance coverage, as more specifically set forth in Section 7.0 below, to DISTRICT prior to starting work on the Project. 3.3. DISTRICT shall issue a Notice to Proceed after determination by DISTRICT Representative that Project Conditions 3.1. and 3.2. above have been satisfied. In no event, shall work begin prior to issuance of the DISTRICT'S written Notice to Proceed, which Notice shall be not be unreasonably withheld or delayed. 3.4. PERMITTEE shall provide DISTRICT with a written schedule of operations and notify DISTRICT, in writing, of any material changes in the schedule. 3.5. Equipment and vehicle parking and the storage of materials related to the construction activities shall be limited to the staging and storage areas identified in the plans on file with the DISTRICT. 3.6. All trees to be removed on the Preserve shall be marked by the PERMITTEE and approved ' by a DISTRICT Representative-RELgr (defined as thosew Any significant trees .qn..th i�. j.th..,a. nk .in s are removed or _-greater than 5 inches in diameter at breast height) that damaged will be mitigated by planting three locally-grown native trees for every tree damaged or removed. Replacement plant sizes shall be at a ratio of a one- gallon container size per caliper inch of tree stem diameter. For example, a five-inch caliper (or larger) tree will be replaced by a five-gallon container-sized tree, and so on. All replacement trees shall be monitored by PERMITTEE for a minimum period of three years to ensure proper establishment. 3.7. All pruning of trees will comply with approved standards as set by the ISA (International Society of Arborists) and be performed by a certified arborist or tree worker. Trees in the designated staging and storage areas on the Preserve will be protected by placing snow fencing around the trees at the dripline. Parking, excavating, filling, or other disturbance is prohibited within the fenced dripline areas, unless expressly allowed in writing by DISTRICT upon written request from PERMITTEE. 3.8. All repair, grading and mitigation work performed on the Piopert)-Epq•_ shall be warranted by PERMITTEE for slope stability, erosion control and establishment for a period of three years from the date of completion for the Project. 3.9. PERMITTEE shall be responsible for the compliance of their employees, their consultants and contractors, subcontractors and subcontractors' employees and delivery drivers operating vehicles within the Preserve with the Preserve's speed limit of 15 miles per hour. The DISTRICT may issue citations to violators. Drivers shall approach visitors slowly, passing only when the visitors have moved from thS.roadway. 3.10. No vehicle access shall be allowed during wet weather conditions and a minimum of one week dry weather is required following any significant rainfall (defined as 0.25 inch or greater in a 24 hour period) prior to resumption of vehicle access unless otherwise specifically approved in writing by the DISTRICT Representative. 3.11. Work hours shall be limited to Monday through Friday, 8:00 a.m. to 5:00 p.m., unless changes in the days or times are approved in writing by the Town Engineer and a DISTRICT Representative. Vehicle access to the site is limited to Monday through Friday, 8:00 am. to 5:00 p.m. Foot traffic on the Preserve is allowed from sunrise until one-half hour after sunset. 3.12. PERMITTEE shall be responsible for moving any Preserve signing and fencing that may be impacted by the construction process to appropriate locations as designated by DISTRICT Representatives and properly replacing such signing and fencing at the conclusion of the Project. 3.13. PERMITTEE shall be responsible for installing temporary barriers and fences, and taking other necdssary measures to protect the public from any injury or damage resulting from the construction activities. PERMITTEE shall install such additional fencing as is needed to secure the site when construction areas are unattended. 3.14. PERMITTEE shall be responsible for restoring or remediating any damage to the Preserve to a condition equal to, or better than, the original condition of the area, including all roads, trails and meadow areas utilized during construction. Upon conclusion of the Project, the Project site shall be cleaned and restored to a condition equal to, or better than, the original condition of the site. 3.15. PERMITTEE shall notify the DISTRICT Representative upon completion of all work and arrange for a site inspection before vacating the site. 3.16. PERMITTEE shall provide for an as-built survey upon Project completion at PERMITTEE'S sole cost and expense. 3.17. A copy of this Permit to Enter shall be available on site at all times that the work is taking place. 4.0 Notice 1AJa Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement, each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: DISTRICT: L. Craig Britton, General Manager 330 Distel Circle Los Altos, CA 94022-1404 (650) 691-1200 (650) 691-0485 (FAX) with a Copy To: M. Douglas Vu, District Representative PERMITTEE: Spring Ridge, LLC E. Kirk Neely, DireetorM.wa 555 Portola Road Portola Valley, CA 94028 (650) 851-3835 (650) 851-0398 (FAX) If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall also promptly be sent by mail (in the manner provided above) to the addressee. If sent by telegraph, facsimile copy or cable, and a confirmed copy of such telegraphic, facsimile or cabled notice is also promptly sent by mail to the addressee as provided herein, service shall be complete upon'receipt by addressee of such telegraph, facsimile copy or cable. If the communication is made only by mail, service shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices, requests or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either parry from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. 5.0 Indemnification and Release of Liability 5.1. PERMITTEE agrees that CONTRACTORS' and CONSULTANTS' shall be instructed that their use of equipment and tools on the property of DISTRICT shall be effected with competence, reasonable diligence and sufficient precautions to avoid damage to each other, to the land, property, or personnel of DISTRICT and the public. 5.2. PERMITTEE agree to indemnify, hold harmless, defend and protect the DISTRICT, its officers, directors, agents and employees from any and all claims, losses, damages, demands, liabilities, suits, costs, expenses, (including reasonable attorney's fees), penalties,judgments or obligations whatsoever in connection with any injury, death, or damage to any person or property or pecuniary, or monetary loss that results from, arises out of, or in any way relates to the activities of PERMITTEE under this permit. 5.3. PERMITTEE hereby waives all claims and recourse against DISTRICT, including the right of contribution for loss or damage to property, and releases DISTRICT from$ any liability related to or in any way connected to CONTRACTOR'S, CONSULTANT'S and PERMITTEE'S activities or CONTRACTOR'S, CONSULTANT'S and PERMITTEE'S use of the project site, premises, Preserve, or facilities pursuant to this Permit to Enter. 5.4. PERMITTEE shall have sole responsibility for the safeguard of their equipment, property, and personnel from any and all injury, death or damage. I 6.0 Insurance i 6.1. Throughout the term of this Permit, PERMITTEE or PERMITTEE'S CONTRACTORS or CONSULTANTS, at PERMITTEE'S or PERMITTEE'S CONTRACTORS' or CONSULTANTS' sole cost and expense, shall maintain in full force and effect, a comprehensive automobile and general liability insurance policy or policies covering bodily and personal injury and property damage arising out of their respective activities pursuant to this Permit to Enter. Limits shall be not less than $1,000,000.00 per occurrence for bodily injury and $250,000-00 per occurrence for property damage. This permit is not valid without PERMITTEE or PERMITTEE'S CONTRACTORS' or CONSULTANTS' insurance being in full force and effect as required herein. The policy or policies shall name DISTRICT as an additional insured and a certificate to that effect shall be delivered to DISTRICT prior to commencement of Project. 6.2. Whenever engaged in any work hereunder, PERMITTEE or PERMITTEE'S CONTRACTORS or CONSULTANTS, at their sole cost and expense, shall maintain in full force and effect a policy of Worker's Compensation Insurance covering all its employees as required by law. 6.3. Such insurance policies shall not be canceled or materially changed without thirty (30) days' advance written notice to DISTRICT at the address shown in Section 4.1 hereof. 7.0 Amendment and Modification This Permit to Enter may be amended or modified only in a writing signed by the General Manager of DISTRICT and by PERMITTEE if such modification or amendment imposes a new or additional duty on PERMITTEE. The General Manager may amend Permits to Enter to extend expiration dates or make other minor amendments to this Permit as is reasonably necessary. 8.0 Exchange of Interests Dis Pie-t-DiSTRICT and PERMITTEE agree to reasonably cooperate, in good faith and using their besit��&r­t—s,-io`identify an area of equal or greater value for open space purposes on PERMITTEE'S parcel for purposes of completing an exchange of interests in real property prior to the expiration of this Permit to Enter. Upon recordation of such an exchange, this Permit shall terminate. 9.0 Term and Termination. The Term of this Permit to Enter shall commence on August 10, 2000 and shall expire at 5:00 p.m. on August 09, 2003 except in the event of earlier termination as set forth in Section 8.0 hereof or in this Section 9.0. Upon 15 days' notice by District-DI or by PERMITTEE of a breach of any condition hereof, DI_ST K1Q1Diwstfie4 or PERMITTEE, as applicable, shall have 15 days to cure, or begin to cure if such cure reasonably cannot be accomplished within ; T i such 15 day period, such breaeh..Of th— Lieense. Should LXSTUCIDist" or PERMITTEE fail to cure, or fail to commence to cure, such breach within 31 days following said notice, this LieensL-EL--iLshall terminate without further notice or action. Thereupon all rights of the parties shall likewise terminate except for those rights set forth herein that specifically survive such termination. This Permit to Enter has been read and understood and is hereby agreed to and accepted. This Permit to Enter may be executed in multiple counterparts and by facsimile signatures with the original of such counterpart to be filed with DISTRICT after facsimile transmission. PERM1TTEE, SPRING RIDGE, LLC By: Date E. Kirk Neely, Dirertof--waj—j=_SMbqr MIDPENINSULA REGIONAL OPEN SPACE DISTRICT By: Date L. Craig Britton, General Manager Approved as to form: By: Susan Schectman, General Counsel Regional Open ,!, ,ice 1 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-00-108 Meeting 00-22 August 9, 2000 AGENDA ITEM 5 AGENDA ITEM Tentative Adoption of an Amendment to the Use and Ma t Pl7 an for Fremont Older Open Space Preserve GENERAL MANAGER'S RECOMMENDATIONS 1. Determine that the proposed project is categorically exempt from the California Environmental Quality Act (CEQA) based on the findings contained in this report. 2. Tentatively adopt an amendment to the Trails Plan Element of the Use and Management Plan for Fremont Older Open Space Preserve as contained in this report. DISCUSSION At your July 24, 1996 meeting, you adopted a Trails Plan as an element of the Comprehensive Use and Management Plan for Fremont Older Open Space Preserve (see Report R-96-95 and attached Trails Plan map). The goal of the Trails Plan was to help establish a trail system that promoted safe and enjoyable experiences for all visitors to the preserve, while minimizing impacts to the natural resources. This was primarily accomplished through the evaluation of the preserve's existing trail system. The plan included the establishment of suitable trail use designations and recommendations for appropriate trail improvements. With the purchase of Fremont Older Open Space Preserve, the District inherited an established system of old ranch roads built to follow the shortest possible route. Segment 20 is one such road that climbs straight up a hill and over the knoll at Hunter's Point rather than following the terrain's natural contour. Along steep slopes, maintenance problems can occur when winter rains combine with daily use to erode the soil surface. The lack of proper drainage features will prevent rainwater from escaping the steep tread, creating trenches and other erosion problems. Segment 20 extends from the Hayfield Trail and climbs up the crest to Hunter's Point, a popular vista destination located above Seven Springs Canyon (see attached Exhibit B). From Hunter's Point, the trail descends very steeply at a grade of 30 percent for approximately 190 feet. This steep section of trail is a source of major erosion. The steepness has also led many hikers to avoid using this segment, opting to travel along a nearby disc line to get to the lower area. Field staff has also expressed concern about the minimal line of sight when driving up 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 . i Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C. Nitz . General Manager:L.Craig Britton R-00-108 Page 2 the steep trail during patrols, as the dramatic incline of the road prevents them from seeing visitors enjoying the view on top of Hunter's Point. Staff proposes to realign the 190-foot section of patrol road along 120 feet of an existing disc line alignment located directly west of segment 20. The reroute will follow the natural contour and will provide an improved line of sight. Waterbars and other drainage features will be installed to ensure proper water flow. The rerouted segment will be restored and re-seeded using a native grassland mixture. Field staff will also improve the knoll at Hunter's Point by re-contouring the surface to remove the visible benching that has occurred, in part, due to shortcutting. Since Hunter's Point remains a popular destination, a short spur trail off the realigned patrol route that leads to the crest of the knoll will remain. Field staff will install split-rail fencing to define the use area and prevent future shortcutting. A temporary T-post fence and jute netting may be installed at the toe of the restoration to further ensure its success. Staff recommendation: Reroute a 190-foot segment of the road-width trail along trail segment 20 and close and restore the former route. CEQA COMPLIANCE Project Descri to ion The project consists of an amendment to the Trails Plan Element of the Comprehensive Use and Management Plan for Fremont Older Open Space Preserve for the construction of an approximately 0.1 mile section of trail and the realignment and restoration of an approximately 0.1 mile section of patrol road and trail. CEQA Determination The District concludes that this project will not have a significant effect on the environment. It is categorically exempt from CEQA (California Environmental Quality Act) under Sections 15302 and 15304. Categorical Exemption 15302 - Replacement or Reconstruction The proposed patrol road and trail construction will replace a similar section of patrol road and trail in the same vicinity. Categorical Exemption 15304 - Minor Alterations to Land Trail construction will consist of minor grading and clearing of vegetation in order to provide six- to ten-foot trails. Grades will generally be less than 15% and drainage features will be designed to minimize soil erosion. Techniques for eliminating and restoring unauthorized trails will be site specific and may include soil de-compaction, seeding, and drainage controls. R-00-108 Page 3 PUBLIC NOTIFICATION Property owners of lands located adjacent to and surrounding the project areas have been mailed written notices. Prepared by: Ana Ruiz, Planning Technician Contact Person: Same as above TRAILS PLAN FREMONT OLDER OPEN SPACE PRESERVE 400 /'��```w.. : 400 fr00 �� J� 0, i i�v l,r G v � ti NOTE: p�G o / Bicycle riders must wear G 600 eL / approved helmets in both / Fremont Older OSP and 1 r1 m Stevens Creek County Park. �1 j o EX H I B IT B L DETAIL AREA 36 r • \) 21 taxi U 22 37 O V ` ...p.•�• 15 19 v7 � •�, Q 800 .-18 rtoosr +- 38•`tav� 800 �� 20 17 to •• C ° 16 Hunter's ad � •� 1°5 n ou,i Point O• p• Ranch R 4 i •• S`a� c 11 9 O 10 12 13 e,q, pX 14 /1 S CJ-• to L / CL yfield y •�, rail t 8 1 1 Cora Older C C O• /, Trail ar t p• 7 0 34 �� 3 Fern O O• Tail O v Stevens Creek 42 2 m Count Park Maisie's •` 1 Qd y(Santa Clara County) 41 33 28 Peak / / Prospect Road \\ O % oG . 0... �o Bay View Tail aoo 0 ERR O-+ ••troy Q •� Coyote �1 rz Rid> To on i •�\ '•��r'' Trail 32 29 26 Trail Q aoo '© •r :� s 40 25 t2oo `amtyPaks •• Nob M'remnce 31 eC Vista Loop Hill ad Trail toao y/ loon 30 *' 39 23 d {+ s Stevens 80o r •y 111107 o 2a C),nyon t"� Q Q Mt. Eden JJ Contact Stevens Creek Road Road C County Park for more [county park Information. F rrott Farms 0.0 .1 .2 .3 .4 .5 .6 .7 .8 .9 1.0 One Mile Map Legend Trail Use Gate(9) Vehicle Q Q O � Hiking,Bicycling, Hiking,Bicycling 1 O Driveway o Equestrian Dogs on Leash O�® Vehicle Roadside Restrooms Residence Point of Visitor Other No •••••••• Permitted on all Trail Distance Parking Lot Parking Interest Center Public Public Entry Hiking Only Hiking,Equestrian Fremont Older Trails Lands Pdvareor 8 Y Pr q in Miles teased Lmd. FREMONT OLDER OPEN SPACE PRESERVE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ti ON (FO04) 0.2 600 0.2 Trail segment to close Proposed 0.2 _ and restore (190 ft) Realignment disc Line ,�� tllll !li�llli11311(illl1111111 t[(dllf4s Hunter's Point (FO03) oad 0.5 anch R 0. l 0.1 Seven Sprin s Tra 600 800 CJ Ha eld rail Approximate Scale: 4400 feet = 1.0 inches EXHIBIT B J Regional Open S. ice R-00-106 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 00-22 August 9, 2000 AGENDA ITEM 6 AGENDA ITEM Proposed Acquisition of Williams Property as an Additio to the athedral Oaks Area of Sierra Azul Open Space Preserve GENERAL MANAGER'S RECOMMENDATIONS _ 1. Determine that the recommended actions are categorically exempt from the California Environmental Quality Act (CEQA) as set out in this report. 2. Adopt the attached resolution authorizing purchase of the Williams property. 3. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the property as an addition to the Cathedral Oaks Area of Sierra Azul Open Space Preserve. 4. Indicate your intention to withhold the property from dedication as public open space at this time. DESCRIPTION (see attached map) The 41.75-acre property is located in the Cathedral Oaks area of Sierra Azul Open Space Preserve, approximately one-third of the way from Lake Elsman north towards Mt. Thayer. The highest point of the property looks up at Mt. Thayer to the north, down to Austrian Gulch to the east, and upon Lake Elsman 1,000 feet below to the south. The property is highly visible from many locations in the Sierra Azul area. The parcel is square in configuration with the highest point in the southeast quadrant of the parcel. The land has steep slopes down to the north and southwest where it borders a drainage. Adjacent to the northern boundary of the Williams property is the District's recently acquired partial interest in the Sardi property. The remaining three sides of the property are surrounded by District land. The property is the first prominent hilltop to the south and below Mt. Thayer. Chaparral-covered slopes give way to a narrow stand of mixed evergreen trees. The perennial stream that flows through this drainage, the upper headwaters of Cothran Creek, is lined with a number of riparian species including Bigleaf maple, willow, and box elder. Access to the Williams property is from the west via an unsurfaced road which is currently maintained as a District patrol route through the Cathedral Oaks Area of Sierra Azul Open Space Preserve. An unmaintained dirt road branches off the maintained road, traveling through the hilltop area of the property. Alongside a north-facing hillside adjacent to the unmaintained dirt road is an old wooden garage, the one improvement on the property. Scattered in various locations throughout the upper areas of the property are old trailers,refrigerators and general debris. 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-00-107 Page 2 The property is an important addition to the Sierra Azul Open Space Preserve in order to preserve the integrity of the Los Gatos Creek watershed, to maintain the area's value as wildlife habitat, and to protect the scenic ridgeline that frames the Cathedral Oaks Area. Acquisition of the property will complete District holdings in the Cathedral Oaks Area into a larger, contiguous block, creating the potential for future trail connections to Mt. Thayer. USE AND MANAGEMENT PLAN Planning Considerations The property is located within an unincorporated area of Santa Clara County and zoned Hillside (HS), requiring a 20-to 160-acre minimum lot size, dependent upon average steepness of slope. The property also falls within the County-designated Los Gatos Creek Watershed Area, which places additional constraints on potential development. The property is rated in the District's Master Plan as having a moderate composite open space value, and is important in terms of wildlife habitat,watershed, and scenic hillside protection. Preliminary Use and Management Recommendations The preliminary use and management plan will take effect at the close of escrow and remain effective until a Comprehensive or Interim Use and Management Plan is complete. Future land use decisions, including plans for public access,will be based on further investigation of the property. Public Access: Closed to the public at this time. Trail Designations: No trails or roads are designated within the property at this time. Patrol: Maintain existing patrol road. Signs: Install Private Property and Preserve Boundary signs where appropriate. Dedication: Indicate your intention to withhold the property as public open space at this time. Name: Name the property as an addition to the Cathedral Oaks area of Sierra Azul Open Space Preserve. Site Safety Inspection: A preliminary site safety inspection has been performed at the site. The property has multiple trash sites in various locations near the upper areas of the property. The trash ranges from an old wooden building and multiple old trailers to refrigerators and automobile parts. Staff recommends all of the trash, including the old building,be removed. The estimated cost of removal is approximately $25,000. R-00-107 Page 3 CEQA COMPLIANCE Project Description The project consists of the acquisition of a 41.75-acre parcel of land as an addition to the Cathedral Oaks area of Sierra Azul Open Space Preserve and the concurrent adoption of a Preliminary Use and Management Plan for the addition. Ultimately, the property will be included in the Comprehensive Use and Management Plan for the adjacent preserve. The land will be permanently preserved as open space, open to the public, and maintained in a natural condition. CEQA Determination The District concludes that this project will not have a significant effect on the environment. It is categorically exempt from the California Environmental Quality Act(CEQA) under Article 19, Sections 15316, 15317, 15301, 15325, and 15061 as follows: Section 15316 exempts the acquisition of land in order to establish parks if the site is in a natural condition and the management plan proposes to keep the area in a natural condition. The use and management plan specifies the land will not be developed and will remain in a natural condition. Section 15317 exempts the acceptance of fee interests in order to maintain the open space character of an area. The District will accept fee interest in the property and maintain the open space character of the area. Section 15301(1)(4) exempts the demolition and removal of accessory structures including garages. This acquisition anticipates the removal of an existing wooden garage by the District following transfer of title. Section 15325 exempts transfers of ownership of interests in land in order to preserve open space, habitat or historical resources. This acquisition will transfer ownership of the property to the District to preserve existing natural conditions, including plant and animal habitats. This acquisition qualifies under all three sections. The actions proposed in the Preliminary Use and Management Plan are also exempt under Section 15061(b)(3), as there is no possibility the actions will have a significant effect on the environment. TERMS & CONDITIONS The purchase price of$200,000 for the 41.75-acre Williams property equates to approximately $4,790 per acre. The property is being acquired on an all-cash basis at the close of escrow. The purchase price is considered fair and reasonable given the current real estate market. The property consists of one legal building site in Santa Clara County. The subject property is being acquired on an"as-is"basis with the District assuming responsibility for the clean-up and removal of a garage, several mobile home trailers and numerous items of personal property and debris at an estimated cost of$25,000. R-00-107 Page 4 BUDGET CONSIDERATIONS 2000/2001 Budget for Land Acquisition New Land $20,000,000 Land Acquisitions so far this year (9,728,800) Williams Property proposed on this agenda (200,000) Acquisition Budget Remaining S 10.021.2Q0 Controller M. Foster has been consulted on this proposed acquisition, and indicated that, considering cash flow and availability, funds are available for this property purchase. This parcel was identified as an important addition to the Cathedral Oaks area of Sierra Azul Open Space Preserve for potential protection of watershed, wildlife habitat, and scenic backdrop. PUBLIC NOTIFICATION Property owners of lands located adjacent to and surrounding the subject property have been mailed written notices of this proposed acquisition. Prepared by: Michael C. Williams,Real Property Representative Tom Fischer, Land Protection Specialist Map Prepared by: Dennis Dart, Planning Technician Contact person: Michael C. Williams, Real Property Representative i RESOLUTION NO. 00- 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 (SIERRA AZUL OPEN SPACE PRESERVE-LANDS OF WILLIAMS) The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase Agreement between the Estate of Albert N. Williams,Jr., and the Midpeninsula Regional Open Space District, a copy of which is attached hereto and by reference made a part hereof, and authorizes the President or appropriate officers to execute the Agreement on behalf of the District. Section Two. The President of the Board of Directors,or other appropriate officer, is authorized to execute a Certificate of Acceptance on behalf of the District. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to seller. The General Manager is further authorized to execute any and all other documents in escrow necessary or appropriate to the closing of the transaction. Section Four. The General Manager of the District is authorized to expend up to$30,000 to cover the cost of title insurance, escrow fees,property clean-up costs and other miscellaneous costs related to this transaction. Section Six. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and documents which do not involve any material change to any term of the Agreement or documents,which are necessary or appropriate to the closing or implementation of this transaction. Section Seven. It is intended,reasonably expected,and hereby authorized that the District's general fund will be reimbursed in the amount of$200,000 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of 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 the District's budgetary and financial circumstances. There are no funds or sources of moneys of the District that have been,or are j reasonably expected to be,reserved or allocated on a long-term basis,or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by the District. The Board of Directors hereby declares the District's official intent to use proceeds of indebtedness to reimburse itself for this open space land acquisition project expenditure. r Sierr*Azul Open Sp fte Preserve MIDPENINSULA REGIONAL OPEN SPACE PRESERVE Soda Sprut s ER 1\ J of Sa J S fer i / R Proposed Williams Acquisition P .ai I V�iAerS Ip 41.75 Acres) � - --1� 'err Azul Open ac P e (Cathe ral ak Ar i Lake Elegy �a� J Exhibit A: PROPERTY LOCATION MAP N 0 500 1000 Feet PURCHASE AGREEMENT This Agreement is made and entered into by and between the ESTATE OF ALBERT N. WILLIAMS, JR hereinafter called "Seller" and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District." RECITALS WHEREAS, Seller is the owner of certain real property which has open space and recreational value, located within an unincorporated area of the County of Santa Clara and being more particularly described within the body of this Agreement; and WHEREAS, District was formed by voter initiative to solicit and receive conveyances of real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open space purposes; and WHEREAS, District desires to purchase said property for open space preservation and as part of the ecological, recreational, and aesthetic resources of the midpeninsula area; and WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and District wishes to purchase said property upon the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Purchase and Sale. Seller agrees to sell to District and District agrees to purchase from Seller, Seller's real property located within an unincorporated area of the County of Santa Clara, State of California, containing approximately Forty-one and Seventy- five Hundredths (41.75) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Number 562-09-011. Said property is further described in the Legal Description attached to Preliminary Report number 504955 from Old Republic Title Company. A copy of said Preliminary Report is attached hereto as Exhibit "A", and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the Property Purchase Agreement Page 2 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Two Hundred Thousand and No/100 Dollars ($200,000.00), which shall be paid in cash at the "Closing" as defined in Section 3 hereof. 3. Escrow. Promptly upon execution of this Agreement, in accordance with Section 13 herein, an escrow shall be opened at Old Republic Title Company, 1900 The Alameda, San Jose, CA 95126 (408) 557-8400 (Escrow number 504955) or other title company acceptable to District and Seller (hereinafter "Escrow Holder") through which the purchase and sale of the Property shall be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to serve as escrow instructions to Escrow Holder; provided that the parties shall execute such additional supplementary or customary escrow instructions as Escrow Holder may reasonably require. This Agreement may be amended or supplemented by explicit additional escrow instructions signed by the parties, but the printed portion of such escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow Holder is hereby appointed and instructed to deliver, pursuant to the terms of this Agreement, the documents and monies to be deposited into the escrow as herein provided, with the following terms and conditions to apply to said escrow: A. The time provided for in the escrow for the close thereof shall be on or before September 22, 2000, but, in no event before September 12, 2000; provided however, that the parties may, by written agreement, extend the time for Closing. The term "Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed (as defined below) to be recorded in the Office of the County Recorder of Santa Clara County. B. Seller and District shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the purchase and sale pursuant to the terms of this Agreement. C. Seller shall deposit into the escrow on or before the Closing an executed and recordable Grant Deed, covering the Property as described in said Exhibit "A". D. District shall deposit into the escrow, on or before the Closing: (i) The required Certificate of Acceptance for the Grant Deed, duly executed by District and to be dated as of the Closing; (ii) District's check payable to Escrow Holder in the amount of One Hundred Ninety-nine Thousand and No/100s ($199,000.00) which is the balance of the Purchase Price of Two Hundred Thousand and No/100 Dollars ($200,000.00) as specified in Purchase Agreement Page 3 Section 2. The balance of$1,000.00 is paid into escrow in accordance with Section 13 of this Agreement. E. District shall pay the escrow fees, the CLTA Standard Policy of Title Insurance, if required by District, and all recording costs and fees. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated between District and Seller in the manner customaryin Santa Clara County. All current roe taxes on the ty property rtY Property shall be pro-rated through escrow between District and Seller as of the Closing based upon the latest available tax information using the customary escrow procedures. F. Seller shall cause Old Republic Title Company, or other title company acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of $200,000 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) title exception 3 as listed in preliminary report (Exhibit A) dated July 3, 2000, and (iii) such additional title exceptions as may be approved in writing by District prior to the Closing as determined by District in its sole and absolute discretion. G. Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of Santa Clara County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to Seller Escrow Holder's check for the full purchase price of the Subject Property (less Seller's portion of the expenses described in Section 3.E), and to District or Seller, as the case may be, all other documents or instruments which are to be delivered to them. In the event the escrow terminates as provided herein, Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same, except as set forth herein. 4. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its title and escrow cancellation charges (subject to rights of subrogation against any party whose fault may have caused such termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. Purchase Agreement Page 4 5. Leases or Occupancy of Premises. Seller warrants that there exist no oral or written leases or rental agreements affecting all or any portion of the Subject Property. Seller further warrants and agrees to hold District free and harmless and to reimburse District for any and all costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason of any such lease or rental agreement of the Property being acquired by District, including, but not limited to, claims for relocation benefits and/or payments pursuant to California Government Code Section 7260 et seq. Seller understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation of any Grant Deed(s). 6. Capacity of Debra Dolch. This Agreement is entered into by, Debra Dolch, Administrator for the Estate of Albert N. Williams, Jr. It is understood that this sale may be subject to confirmation approval under the applicable provisions of the State of California Probate Code at the election of Seller. 7. Seller's Roresentations. For the purpose of consummating the sale and purchase of the Property in accordance herewith, Seller makes the following representations to District, which shall survive close of escrow, each of which is material and is being relied upon by District. A. Authori1y. Seller has the full right, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder, but made and subject to Court confirmation. B. Valid and Binding Agreements. This Agreement and all other documents delivered by Seller to District now or at the Closing have been or will be duly authorized and executed and delivered by Seller and are legal, valid and binding obligations of Seller sufficient to convey to District the Subject Property described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement to which Seller is a party or by which Seller may be bound or any articles, bylaws or corporate resolutions of Seller. C. Good Title. Seller has and at the Closing date shall have good, marketable and indefeasible fee simple tide to the Subject Property and the interests therein to be conveyed to District hereunder, free and clear of all liens and encumbrances of any type whatsoever and free and clear of any recorded or unrecorded option rights or purchase rights or any other right, title or interest held by any third party except for the exceptions permitted under the express terms hereof, and Seller shall forever indemnify and defend District from and against any claims made by any third party which are based upon any inaccuracy in the foregoing representations. Purchase Agreement Page 5 8. Integrity of Property. Except as otherwise provided herein or by express written permission granted by District, Seiler shall not, between the time of Seller's execution hereof and the close of escrow, cause or allow any physical changes on the Property. Such changes shall include but not be limited to grading, excavating or other earthmoving activities, cutting or removing trees, shrubs, brush or other vegetation, and damaging or demolition of improvements or structures on the Property. 9. Hazardous Waste. A. Definitions. The term "Hazardous Waste," as used herein, means any substance, material or other thing regulated by or pursuant to any federal, state or local environmental law by reason of its potential for harm to human health or the environment because of its flammability, toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste" also includes without limitation, polychlorinated biphenyls, benzene, asbestos, petroleum, petroleum by-products, gas, gas liquids and lead. The term "Environmental Law" as used herein includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.). B. Representations. For the purpose of consummating the sale and purchase of the Property, Seller makes the following representations to District, which shall survive close of escrow, each of which is material and is being relied upon by District: (i) To Seller's knowledge the Property does not contain and has not previously contained any Hazardous Waste or underground storage tanks, and no Hazardous Waste has been or is being used, manufactured, handled, generated, stored, treated, discharged, present, buried or disposed of on, under or about the Property, or transported to or from the Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing; (ii) Seller has not received any notice and Seller has no actual knowledge that any private person or governmental authority or administrative agency or any employee or agent thereof has determined, alleged or commenced or threatened to commence any litigation, or other proceedings, to determine that there is a presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Waste, nor has Seller received Purchase Agreement Page 6 any communication from any such person or governmental agency or authority concerning any such matters. C. Indemnity. Seller shall indemnify, defend and hold harmless District from and against and all claims, liabilities, losses, damages, and costs incurred or suffered by District, including without limitation, attorney, engineering and other professional or expert fees, to the extent arising from any breach of the representations contained herein. 10. Condition of Property . District has inspected the Property and at the Closing, District shall assume all responsibility for clean-up and removal of the following items of P h' P g personal property: 1,000 gallon propane tank, two 36-foot rusted trailers, two 10-foot trailers (1-white and 1-grey), 15-foot Fleetwood trailer, two small flat bed trailers, camper.shell, fiberglass outhouse, black Oldsmobile Omega, two rusted 10-foot trailers, 8' X 15' wood shed, one demolished 15-foot trailer, six refrigerators, wood and timber pile, miscellaneous garden furniture, tires, box springs, sinks, tubs, doors, windows, shopping carts, bed frames, ladders, wood crates, hub cabs, empty 50 gallon drums and other miscellaneous building and gardening materials. District shall also assume all responsibility for clean-up and removal of the 600+/- sq. ft. wood framed garage, and material inside, located on the western portion of the property. Except as expressly set forth in this Agreement, District shall purchase the Property AS-IS WITH ALL FAULTS. 11. Waiver of Relocation Benefits and Statutory Compensation. Seller and District understand and agree that Seller may be entitled to receive certain relocation benefits and the fair market value of the Property described in Exhibit "A", as provided for by the Federal Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91- 646), the Uniform Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the Surface Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256) (42 U.S.C. §4601 et seq.), and the California Relocation Assistance Act, Government Code Section 7260 et seq. Seller hereby waives any and all existing and/or future claims or rights Seller may have to any relocation assistance, benefits, procedures, or policies as provided in said laws or regulations adopted there under and to any other compensation, except as provided in this Agreement. Seller has been advised as to the extent and availability of such benefits, procedures, notice periods, and assistance, and freely and knowingly waives such claims, rights and notice periods except as set forth in this Agreement, including the fair market value of said Property, as provided for by said Federal Law and any similar California Law. 12. Miscellaneous Provisions. A. Access for Investigations. From the date Seller delivers an executed copy of this Purchase Agreement to District and until the Closing, District and District's agents, lender, Purchase Agreement page 7 contractors, engineers, consultants, employees, subcontractors and other representatives (the "District Parties") may, upon the giving of reasonable advance written notice to Seller, enter upon the Property for the purpose of inspecting, testing and evaluating the same; and further provided that District shall give Seller at least 48 hours' prior notice of each proposed entry by District. District shall indemnify, protect, defend and hold Seller free and harmless from and against any and all claims, actions, causes of action, suits, expenses proceedings, costs, ex g P (including, without limitation, reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from District's discovery of any Hazardous Substance or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. District's inspections shall be at District's sole expense. District shall repair any damage to the Property that may be caused by the District Parties while on the Property performing its inspections. B. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. C. Attorneys' Fees. If either party hereto incurs any expense, including reasonable attorneys' fees, in connection with any action, proceeding or arbitration instituted by reason of any default or alleged default of the other party hereunder, the party prevailing in such action or proceeding shall be entitled to recover from the other party reasonable expenses and attorneys' fees in the amount determined by the Court, whether or not such action, proceeding or arbitration goes to final judgment. In the event of a settlement or final judgment in which neither party is awarded all of the relief prayed for, the prevailing party as determined by the Court shall be entitled to recover from the other party reasonable expenses and attorneys' fees. D. Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any party hereto may in writing: (i) extend the time for the performance of any of the obligations of the other party; (ii) waive any inaccuracies in representations and warranties made by the other party contained in this Agreement or in any documents delivered pursuant hereto; (iii) waive compliance by the other party with any of the covenants contained in this Agreement or the performance of any obligations of the other party; or (iv) waive the fulfillment of any condition that is precedent to the performance by such party of any of its obligations under this Agreement. The General Manager is authorized to agree to an extension of the time for the performance of any obligations on the part of District or Seller pursuant to this Agreement, and to take any actions and execute any documents necessary or appropriate to closing escrow and completing this conveyance, including execution of any documents which may allow Seller to accomplish a tax Purchase Agreement Page 8 deferred exchange of property as permitted by law; provided, however that the District shall not take title to any third party property other than the Subject Property. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. E. Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to'any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. F. Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: Seller: Debra Dolch, Administrator for the Estate of Albert N. Williams, Jr. 167 S. Park Street San Francisco, CA 94107 (415) 543-2121 Copy: Paul J. Corvi, Esq. Stuhr, Corvi, Miller& Ashley 5012 Mission Street San Francisco, CA 94112 (415) 585-2122 FAX: (415) 585-3855 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton, General Manager (650) 691-1200 FAX: (650) 691-0485 Purchase Agreement page 9 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in P Y , g time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. G. Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. H. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. I. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. J. Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. K. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. 41 Purchase Agreement Page 10 L. Survival of Covenants. All covenants of District or Seller which are expressly intended hereunder to be performed in whole or in part after the Closing, and all representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. M. Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. N. Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. O. Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. P. Broker's Commission. Each party warrants and represents to the other that such party has not retained any real estate broker, finder or any other person whose services would form the basis for any claim for any commission or fee in connection with this Agreement or the transaction contemplated hereby. Each party agrees to and does hereby indemnify and hold harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of such party in connection with this transaction. District shall not be responsible for any real estate commission or other related costs or fees in this transaction. Q. Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. R. Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. S. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or the performance or breach thereof, the parties agree first to participate in non- binding mediation in order to resolve their dispute. If the parties are unable to resolve their Purchase Agreement Page 11 dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. Hearings shall be held in Santa Clara County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING FROM THE MATTER INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. SELLER INITIAb`! �—�--�- STRICT INIi,4-- 13. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before August 4, 2000 District shall have until midnight September 13, 2000 to accept and execute this Agreement, and during said period this instrument shall constitute an irrevocable offer by Seller to sell and convey the Property to District for the consideration and under the terms and conditions herein set forth. Said offer shall remain irrevocable during this , period without the necessity of execution and acceptance of this Purchase Agreement by District. As consideration for said irrevocable offer, District has paid into escrow a non- refundable deposit in accordance with Section 4 of this Agreement and Seller acknowledges receipt of the sum of One Thousand Dollars and No/100 ($1,000.00), which shall be applied to the Purchase Price as set forth in Section 2 hereof. Purchase Agreement Page 12 Provided that this Agreement is accepted by District, this transaction shall close as soon as practicable in accordance with the terms and conditions set forth herein, but not sooner than September 12, 2000. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. DISTRICT: SELLER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Debra Dolch, Administratrix for the Estate of Albert N. Williams, Jr. ACCEPTED FOR RECOMMENDATION Date: Michael C. Williams, Real Property Representative APPROVED AS TO FORM: Susan M. Schectman, District Counsel REC &MEN ED FOR APPROVAL: L. Craig Bri on General Manager APPROVED AND ACCEPTED: President, Board of Directors ATTEST: District Clerk Date: (** * * * OLD REPUBLIC TITLE COMPANY 1900 THE ALAMEDA - SAN JOSE,CA , 95126 - (408)557-8400 Fax: (408)249-2314 PRELIMINARY REPORT Issued for the sole use of: Our Order No. 504955-MM Midpeninsula Regional Open Space Reference 330 Distel Circle Los Altos, California 94022 When Replying Please Contact: Attention: Mike Williams Mary Montonye Buyer: Midpeninsula Regional Open Space District Property Address: 23540 Wright Station Road, Los Gatos, CA (Unincorporated area of Santa Clara County] In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies may be set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to iprovide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of July 3rd 12 0 0 0 , at 7:30 A.M. OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached EXHIBIT Page 1 of 4 Pages Page --OCL�L ORT 3157-A(Rpv. .511/00) OLD REPUBLIC TITLE COMPANY ORDER NO. 504955-MM The form of policy of title insurance contemplated by this report is: a CLTA Standard Coverage (1990) Owner's Policy; AND an ALTA Loan Policy. A specific request should be made if another form or additional coverage is desired. The estate or interest in the land hereinafter described or referred to covered by this Report is: a FEE. Title to said estate or interest at the date hereof is vested in: The heirs or devisees of ALBERT N. WILLIAMS, JR. , Deceased, subject to the administration of the Estate of said decedent. EXHIBIT Page 2 of 4—Pages Page of ORT 3157-A1 (Rev 1-1-95) OLD REPUBLIC TITLE COMPANY ORDER NO. 504955-MM 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: I i Lot Thirteen (13) of Section Thirteen (13) in Township Nine (9) South of Range One (1) West MDB & M. 562-09-011 80008 t DB/Cl/ag A 562-09-011 unknown i i ' EXHIBIT Page 3 of 4 Pages Page Lof�� ► ORT.3157-C OLD REPUBLIC TITLE COMPANY ORDER N O. 504955-MM At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as P g P P Y follows: 1. Taxes and assessments, general and special, for the fiscal year 2000-2001 a lien, but not yet due or payable. 2 . The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seg. , of the Revenue and Taxation Code of the State of California. 3 . Any lack of a right of access to and from the land (any access coverage contained in this policy and/or endorsements thereto is NOT being provided, notwithstanding any statement therein to the contrary) . -------------------- Informational Notes -------------------- 1. Taxes, general and Special, for the fiscal year 1999-2000 as follows : Assessor' s Parcel No. : 562-09-011 Code No. : 80008 1st Installment $355 .47, Marked Paid 2nd Installment $355 .47, Marked Paid The above installments include a property tax exemption of $NONE 2 . The last recorded instrument (s) conveying record title to the premises is/are: A deed executed by Albert N. Williams, Sr. and Maude Williams, his wife to Maude i Williams, as her sole and separate property, and Albert N. Williams, Jr. , a single man, her son, recorded October 12th, 1977 in Book D203 of Official Records, Page 228 I I A deed executed by Maude Williams, a married woman and Albert N. Williams, Jr. , a single man to Albert N. Williams, Jr. , recorded July 31st, 1981 in Official Records, under Recorder's Serial Number 7127192 The last conveyance affecting said land recorded within the last two years, prior to the date of this Report are: NONE 3 . The mailing address of the vestee as shown in the records is: 2620 Gough Street, San Francisco, CA 94123-4403. EXHIBIT ,� Page 4 of 4 Pages Page of �► ORT 3157-D OFFICE OF COON TY ASSESSOR S A N TA C L A R A C 0 U N TY, C A L I FOR NIA BOOK PACE 562 �I o \\ O 8 .•.U.S.A.: T 95 A IMI 17e I I I WTI 1 10T0 L IOT9 46l 4t� LOT Ia•.' 1 LOT I LOT , LOT 1 LOT IS .LOT A. I (AGfs Ic) (TofT u�) i l I .L»A. I .uf Ac i (.an wal 1 ("ISAV I 1.. (q.69 At) I I `. .r r CI L^` � It.ItAC.I I �O o1P MIDPENINSULA REG. 1 (1351 at1 I I 1 OPEN SPACE DISTI >. I I I 16 I �p -----------1 •- r L .-1-- ------------- t LOT 2 1 LOT 7 �� IOT q I l0T IS LnT 2 I LpTT 1 IOT 10 OA I LOT IS II. (.97-1 1 006 4a fi �( (u.0 A..) I (41.Tf M) (•1.79 Aa) (ALrf A) (4Ln Aa) .. (TLTNa) Ii f 1104C.) i nS.q Y rar0. �• I j yL. (I1.9t.c) 304.33 AC. TOTAL bN _ MIDPEMNSULA REGIONAL OPEN SPACE DISTRICT IIOACA 49 3 (at7♦A� 7 ��NA. I `K7♦M- ]LlS M) IILu.lf OT LA rl) , 1 i 1 I(MIDPENINSULA 1 I 1 8 I I REGIONAL OPEN MIDPENINSUSPACE OITRICT TA REWCwAL 1 II 4� 128.562 INSTEREST) OpFN SPACE DISTRICT f# 83.52 AC. TOTAL i I a s I MIOPENINSULA REGIONAL OPEN SPACE DISTRICT I to 12.19aC.TOTaL I I I I t L7 1 = I I I I 52.39 A..l01R1 , LOT 17 1 LOT 13 IOTs 1 LOTS LOT 12 I IOT 13 LOT a w•) 1 LOT Ate) (T4 Aa) I LOT TS wy (20.711 ay (SLOE 0) 1 1 I 1 I O` I S. J. w W. LOT 194 S. ]. W.W. LOT 193 104.26 AC. 1 11 11 8352 AC.T"m. 10 i I 9 1 I 1 I I I , 1 NOTICE,TAI. Is..IMw. PI./w. aw"T.M 1.I.r.1.6.r—.1y... %.N I-ti BOOK .. ,�.«..M.I..d w1..1./h......A r.1.r.... 558 .ow L..I.N.f.►1c1T i.e....+ Caopkl.m11.eslcf.M.L!2T r 9. ►, r....A d-1 0.0.(,rok For omwl MPo.e ao} ER.eO..For Raf Ter 1999-2000 LAMRENCE E. STONE- ASSESSOR I EXHIBIT A CALIFORNIA LAND TITLE ASSOCIATION HOMEOWNER'S POLICY OF TITLE INSURANCE 0998) EXCLUSIONS In addition to the Exceptions in Schedule f3,You are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental policy power,and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning: a. building b. zoning C. land use d. improvements on the land e. land division f, environmental protection This Exclusion does not apply to violations or the enforcement of these matter if notice of the violation or enforcement appears in the Public Records at the Pol Date. This Exclusion does not limit the coverage described in Covered Risk 14,15,16, 17 or 24. 2. The failure of Your existing structures, or any part of them,to be constructed in accordance with applicable building codes. This Exclusion does not apply to violaG( of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it,unless: a. a notice of exercising the right appears in the Public Records at the Policy Date;or b. the taking happened before the Policy Date and is binding on you if You bought the land without Knowing of the taking. 4. Risks: a. that are created,allowed,or agreed to by You,whether or not they appear in the Public Records; b. that are Known to You at the Policy Date,but not to Us,unless they appear in the Public Records at the Policy Date; C. that result in no loss to You;or d. that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,8.d,22,23,24,or 25. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;and b. in streets,alleys,or waterways that touch the Land. This Exclusion does not limit the coverage i g era a described Covered in C ered Risk 11 or 18. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY(1990) EXCLUSIONS The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys'fees or expenses which an- by reason of: 1 (a) Any law,ordinance or governmental regulation(including but not limited to building or zoning laws, ordinances or regulations)restricting, regulating, prohibitir or relating to(i)the occupancy, use, or enjoyment of the land; (ii)the character, dimensions or location of any improvement now or hereafter erected on tF land; (iii)a separation in ownership or a change in the dimensions of or area of the land or any parcel of which the land is or was a part;or(iv)environment protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of enforcement thereof or notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Police (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbranc resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any takir which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Compar by the insured claimant prior to the date the insured claimant became an insured under this policy. (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; (e) or resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or intere insured by this policy. 4 U n enforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequer- owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof,which arises out of the transaction evidenced by the insured mortgage and is base( upon usury or any consumer credit protection or truth in lending law. 6. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy or the transaction creating the interest of the insurec lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws. EXCEPTIONS In addition to the Exclusions,you are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts, rights,interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. EXHIBIT ORT 3157-J (Continued on next page) Page�` � I EXHIBIT (Continued) i 3. Easements, liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by a public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights,claims or title to water,whether not the matters excepted under(a),(b)or(c)are shown by the public records. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY(1992) SCHEDULE OF EXCLUSIONS FROM COVERAGE 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulati prohibiting or relating to(i)the occupancy, use,or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on t land;(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part;or(iv)environmental protecti or the effect of any violation of these laws,ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defy lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrar resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taki which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims,or other matters(a)created,suffered,assumed or agreed to by the insured claimant;(b)not known to the Company a; not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by ti policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder; (c)resulting in loss or damage to the insured claimant;(d)attaching or creating subsequent to Date of Policy;or(e)resulting in loss or damage which would not have been sustainer the insured claimant had paid value for the estate or interest insured by this policy. - 4. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy,,st, insolvency,or similar creditors'rights laws. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(1987) EXCLUSIONS In addition to the exceptions in Schedule B,you are not insured against loss,costs,attorney's fees and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or governmental regulation. This includes building and zoning ordinances and also Ia% and regulations concerning: land use improvements on the land land division environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not lirr- the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2, The right to take the land by condemning it,unless: a notice of exercising the right appears in the public records on the Policy Date. the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking. 3. Title Risks: that are created,allowed,or agreed to by you that are known to you, but not to us,on the Policy Date-unless they appear in the Public Records. that result in no loss to you that first affect your title after the Policy Date-this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks. 4. Failure to pay value for your title. 5. Lack of a right: to any land outside the area specifically described and referred to in Item 3 of Schedule A or in streets,alleys,or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Title Risks, EXHIB IT Tn ORT 3157-K (Continued on next page) Page EXHIBIT A(Continued) AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(1987)WITH REGIONAL EXCEPTIONS EXCLUSIONS In addition to the exceptions in Schedule B, you are not insured against loss costs attorneys'fe es ees and expenses re g y p suiting from: 1. Covermental police power, and the existence or violation of any law or governmental overnmental regulation. This includes g c udes buildingand zonir ordinances and also laws and regulations concerning: land use improvements on the land land division environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Dat- This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it,unless: a notice of exercising the right appears in the public records on the Policy Date, the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking. 3. Title Risks: that are created,allowed, or agreed to by you that are known to you,but not to us,on the Policy Date_unless they appear in the public records. that result in no loss to you that first affect your title after the Policy Date - this does not limit the labor and material lien coverage in Item 8 of Covere Title Risks. 4. Failure to pay value for your title. 5. Lack of a right: to any land outside the area specifically described and referred to in Item 3 of Schedule A or in streets,alleys, or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Tide Risks. REGIONAL EXCEPTIONS In addition to the Exclusions,you are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Any facts, rights, interests or claims which are not shown by the Public Records but which could be ascertained by making inquir of parties in possession of the land. 2. Any liens or easements not shown by the Public Records. However, this does not limit the affirmative coverage in Item 8 of Covere Title Risks. - 3. Any facts about the land not shown by the Public Records which a correct survey would disclose. However, this does not limit th affirmative coverage in Item 12 of Covered Title Risks. 4. (a) Any water rights or claims or tide to water in or under the land; (b) unpatented mining claims; (c) reservations or exception in patents or in acts authorizing the issuance thereof. ORT 3157-L EXHIRIT Page of Regional Open ,-,, ice�_��� Mln�PFWINS�IUJILAA R-00-111 GIONAL OPEN SPACE DISTRICT Meeting 00-22 August 9, 2000 AGENDA ITEM 7 AGENDA ITEM Proposed Addition of Arlie & Company Property to the ar Creek dwoods 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 authorizing approval of the Purchase Agreement for acquisition of the Arlie & Company property and approval of the Amendment to the Agreement for Option and Purchase of Real Property. 3. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the property as an addition to Bear Creek Redwoods Open Space Preserve. 4. Indicate your intention to withhold the property from dedication at this time. INTRODUCTION On June 24, 1999 the District and Peninsula Open Space Trust (POST) acquired the 1,065-acre Bear Creek Open Space Preserve from Arlie Land and Cattle Company. Located south of Los Gatos near Lexington Reservoir, the lower 270-acre portion of the preserve is currently under the District's ownership while the upper 805-acre portion is owned by POST and managed by the District. Over the past year, POST has conducted a fund raising program and the District has obtained two grants to help complete the District's acquisition of the entire former Arlie property. When Bear Creek Redwoods Open Space Preserve was acquired, a small 6-acre undeveloped parcel was retained by the seller for the purpose of developing a single-family residence. Although small in size, the heavily forested parcel forms part of a prominent hilltop that is partially owned by POST and will soon be transferred to the District's ownership. Arlie & Company, formerly named Arlie Land and Cattle Company, has recently offered to sell their 6-acre property to the District for inclusion in the preserve. DESCRIPTION (see attached map) This 6-acre property is located at the intersection of Bear Creek and Mellot's Roads at the upper end of the Bear Creek Redwoods Open Space Preserve. Situated on the east side of Bear Creek Road, the triangular-shaped property is a natural extension of the preserve because it includes the southern one-half of a prominent hilltop already within the preserve boundaries. It also includes an attractive trail that forms part of a larger loop trail encircling the hilltop. Acquisition of the Arlie & Company property will protect valuable wildlife habitat, recreational opportunities, and scenic backdrop to the preserve. 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 T Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C. Nitz • Genera!Manager:L.Craig Britton R-00-111 Page 2 The property is bounded by Mellot's Road to the south and west, lands of POST to the north, and Bear Creek Road to the east. Access is from an unsurfaced driveway leading into the property from Mellot's Road. The driveway extends to the north boundary and provides trail access from the POST property to the north. The landscape is characterized by an evergreen forest that includes Douglas fir, madrone, bay laurel, and a few redwoods. The terrain generally consists of gentle slopes descending southward from the hilltop. The property's northern boundary bisects the hilltop in the east-west direction. The eastern portion of the property drops off steeply towards Bear Creek Road where a steep roadside embankment forms the east boundary. Improvements to the property are limited to the unsurfaced driveway, gate and wire fence along Mellot's Road. Timber harvesting is currently underway on this property, and is part of the larger timber harvest occurring on the adjacent POST land. Timber rights are owned by Big Creek Lumber and the harvesting plan has been approved by the State of California Department of Forestry. The timber rights allow for a one-time harvest that will be completed within two years. USE AND MANAGEMENT PLAN Planning Considerations The property is located within the unincorporated area of Santa Clara County and zoned HS (Hillside), which limits development to one dwelling unit per 20 to 160 acres, depending on a slope density calculation. The property consists of one legal parcel and has a potential density of one dwelling unit. There are a number of feasible building sites, including one at the top of the hill overlooking the preserve. Gentle terrain and easy access from Bear Creek and Mellot's Roads increase the likelihood of future residential development on this property. The property is rated in the District's Open Space Master Plan as having moderately high composite open space values and is important in terms of potential recreation, wildlife habitat, watershed and scenic hillside protection. The Regional Open Space Study shows the property as lands worth considering for open space acquisition and a proposed regional trail in the vicinity, connecting from Lyndon Canyon to Summit Road. Santa Clara County's Countywide Trails Master Plan shows an existing and planned section of the Bay Area Ridge Trail near the north end of the preserve and crossing State Highway 17 at the Bear Creek Road overpass. Preliminary Use and Management Plan Recommendations In March 1999, prior to the acquisition of the entire 1,065 acre Bear Creek Redwoods Open Space Preserve, the District acquired a lease of the 6-acre Arlie & Company property as part of the an option over the larger Arlie land holdings (see report R-97-07). At that time, a Preliminary Use and Management Plan was adopted for the property. Later in June 1999,when the option to purchase the balance of the property was exercised, the 6-acre property was excluded from the acquisition. Now that the property is once again being considered for incorporation into the preserve, the previously adopted plan, as it relates to the 6-acre property, is still germane. The following plan restates the recommendations from the initial use and management plan. The property will be maintained in a natural condition and no changes to land use are anticipated. If changes to land use are proposed in the future, the plan would be subject to further environmental review and public input. R-00-111 Page 3 Public Access: Closed to the public during the period of timber harvesting; open for hiking and equestrian use under the same permit conditions established on the adjacent POST property. Barriers: Install and maintain gate and fencing at the driveway entrance on Mellots Road. Roads: Maintain existing road for patrol, maintenance and emergency purposes. Signs: Preserve boundary signs and closed area signs to be installed at all entrances. Timber Management: Include the review of timber harvest plans for the property into the existing 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 as an addition to Bear Creek Redwoods Open Space Preserve. Site Safety Inspection: Preliminary site safety inspection has occurred and no potentially hazardous conditions were found; a detailed site inspection will be conducted. CEQA COMPLIANCE Project Descril2tio The project consists of the acquisition of a 6-acre parcel of land as an addition to Bear Creek Redwoods Open Space Preserve and the concurrent adoption of a Preliminary Use and Management Plan for the addition. The property will be closed for public use during the period of timber harvesting, after which it will be open for permitted hiking and equestrian trail use consistent with the permitted trail use on the adjacent open space preserve. Timber harvesting is currently underway and part of an adopted Timber Harvest Plan that is anticipated to be completed within two years. Timber harvesting is approved by the State of California Department of Forestry and not part of this project or under the control of the District. The site will be managed primarily for conservation and scenic purposes. It will be permanently preserved as open space and eventually open to the public for trail use, and maintained in a natural condition. CEQA Determination The project was determined to be categorically exempt when initially considered by the Board of Directors in March, 1999. The project has not changed since that time. 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. The District previously concluded that this project is categorically exempt from CEQA (California Environmental Quality Act)under Sections 15301, 15304, 15316, 15317, 15325 and 15061 of the CEQA Guidelines. TERMS AND FUNDING The purchase price for the property is $975,000 and equates to approximately $162,500 per acre, but the value is based primarily upon the fact that this property is a legal single-residential building site. The property is being acquired on an all-cash basis at close of escrow on or before August 18, 2000. The R-00-111 Page 4 purchase price is considered below fair market value given the current real estate market. The seller has estimated the fair market value at$1,350,000 and is selling the property on a bargain sale basis. Similar sites in the area have sold for as much as $1.6 million. As further consideration towards the purchase price, the District has been requested to approve an amendment to the March, 1999 option agreement(see First Amendment to Purchase Agreement for Option and Purchase of Real Property attached as Exhibit B to the Purchase Agreement). This amendment would relieve Arlie & Company of its obligation to provide financial security to support its current indemnity agreement with the District, thereby resulting in a financial savings to Arlie. The current financial security is a deed of trust on this"Mellot's"parcel, which will become ineffective upon sale to the District, and would need to be replaced with a cash deposit or letter of credit. The indemnity would remain in place unamended, except for the removal of the security obligation. BUDGET CONSIDERATIONS 2000/2001 Budget for Land Acquisition New Land $20,000,000 Land Acquisitions so far this year (9,728,800) Williams Property proposed earlier on this agenda (200,000) Arlie property proposed for purchase (975,000) Acquisition Budget Remaining S 9,096 200 Controller M. Foster has been consulted on this proposed acquisition, and indicated that, considering cash flow and availability, funds are available for this property purchase. This parcel was identified as an important addition to the Bear Creek Redwoods Open Space Preserve for potential protection of p p watershed, wildlife habitat, and scenic backdrop. 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. b Prepared : p Y Del Woods, Senior Acquisition Planner L. Craig Britton, General Manager Susan M. Schectman, General Counsel Graphics prepared by: Ana Ruiz, Planning Technician Contact person: L. Craig Britton, General Manager I RESOLUTION 00- RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF THE AGREEMENT FOR PURCHASE OF REAL PROPERTY,AUTHORIZING OFFICER TO EXECUTE FIRST AMENDMENT TO AGREEMENT FOR OPTION AND PURCHASE OF REAL PROPERTY,AUTHORIZING OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (BEAR CREEK REDWOODS SPACE PRESERVE-LANDS OF ARLIE& COMPANY) The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Agreement for Purchase of Real Property between Arlie&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 on behalf of the District. Section Two. The Board of Directors of the Midpeninsula Regional Open Space District does hereby approve the attached First Amendment to the Agreement for Option and Purchase of Real Property dated March 10, 1999 and authorizes the President or other appropriate officers to execute the Amendment on behalf of the District. Section Three. 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 Four. The General Manager of the District shall cause to be given appropriate notice of acceptance to seller. The General Manager is further authorized to execute any and all other documents in escrow necessary or appropriate to the closing of the transaction. Section Five. The General Manager of the District is authorized to expend up to$5,000 to cover the cost of title insurance,escrow fees, and other miscellaneous costs related to this transaction. Section Six. It is intended,reasonably expected,and hereby authorized that the District's general fund will be reimbursed in the amount of$975,000 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of 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 the District's budgetary and financial circumstances. There are no funds or sources of moneys of the District that have been,or are reasonably expected to be,reserved or allocated on a long-term basis,or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by the District. The Board of Directors hereby declares the 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 1800 `.El Sereno Sanborn s-1 Of)en Space Preserve'County �� 1 Park — 1[00 p ��� l I St.Joseph's Hill Z i \ � Open Space Preserve 300 1200 MROSD ycaniore -�_ (Santa Clara Co.) �� 1 ' gton Re Terra Azul f 800 .rt _ Par k Reservoir S f PO_ST� County Park Open Space Preserve 1800 BEAR CREEK l � REDWOODS OPEN soot 2000 © SPACE PRESERVE !, 1400 �. . _. 2400 PENINSULA OPENAl SPACE TRUST 1600 ... .. 2200 2200 .� � 1 J F A Sierra Azul j^ Open';Space Preserve F - (MROSDY 1 � 0 t 1.- N PROPOSED ACQUISITION ARLIE LAND & CATTLE (6 ACRES) o / 0.0 .1 .2 .3 .4 6 J 8 9 I.II 1800 One Mile a. 2000� EXHIBIT A: LOCATION MAP 7/99 I AGREEMENT FOR PURCHASE OF REAL PROPERTY THIS AGREEMENT FOR PURCHASE OF REAL PROPERTY (the "Agreement") is made and entered as of the date of the later of District's or Seller's signature hereinbelow (the "Effective Date") by and between ARLIE & COMPANY, an Oregon corporation("Seller"), and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code ("District"). This Agreement is made with reference to the following facts: WHEREAS, Seller owns the Property, as hereinafter defined and as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. WHEREAS, Seller desires to sell the Property. WHEREAS,District was formed by voter initiative to solicit and receive conveyances of real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open space purposes. WHEREAS, District believes the Property has open space and recreational value and District desires to acquire the same for such purposes. WHEREAS, in furtherance of Seller's and District's desires and objectives, Seller and District wish to consummate certain transactions with respect to the Property on the terms and conditions contained herein. DEFINITIONS: meanings herein: The followingterms shall have the specified g me+� ent. Shall mean this Agreement for Purchase of Real Property. Applicable Laws. Shall mean any and all federal, state, and local laws, statues, codes, ordinances, regulations, rules, orders,permits, licenses, approvals and requirements. Assigned d Property. Shall have the meaning set forth in the Assignment Agreement. County. Shall mean the County of Santa Clara, California. Day. Shall mean a calendar day. 1 290544.1 I Effective Date. Shall mean the date of the later of District's or Seller's signature hereinbelow. Future Permitted Exception. Shall mean any easement, covenant, condition, restriction or other matter affecting title to the Property as may hereafter be expressly approved in writing by District, in its sole and absolute discretion. Hazardous Substances. Shall mean any substance or material that is described as a toxic or hazardous substance, waste or material or a pollutant or contaminant, or words of similar import, in any Applicable Law, and includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls,urea formaldehyde, radon gas, and radioactive matter. Option Agreement. Shall mean that certain Agreement for Option and Purchase of Real Property dated as of March 10, 1999 between Seller and District, as subsequently amended from time to time. Property. Shall mean the real property described in Exhibit A attached to this Agreement. Personal Propel. Shall mean Seller's rights, title and interest, if any, in and to all furniture, fixtures, machinery, appliances, equipment and other personal property, if any, located on the Property and utilized in connection with the ownership and operation thereof. Proper Related Documents. Shall mean all of the following: (a) All leases and other occupancy agreements affecting the Property or any part thereof, if any, and all addenda, exhibits and amendments thereto; (b) All guarantees, if any, of any of the leases and occupancy agreements described above, and all addenda, exhibits and amendments thereto; (c) All reports, studies, audits, investigations, appraisals and other inquiry materials, if any, concerning the environmental condition of the Property or the compliance thereof with Applicable Laws; (d) All environmental impact reports, environmental impact certifications, and zoning, land use or development agreements relating to the Property, if any; (e) All governmental licenses,permits, and certificates, if any; (f) applicable to the ownership, use, operation, or occupancy of the Property; and (g) All service contracts, maintenance contracts, and premises security contracts, if any, applicable to the Property. 2 +� 290544.1 Title Company. Shall mean Old Republic Title Company whose address is as follows: 1900 The Alameda San Jose, CA 95126 Attn: Mary Montonye Fax No.: (408) 249-2314 AGREEMENT NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, Seller and District(collectively, the "Parties") agree as follows: 1. PUKHASE OF PROPERTY. Seller hereby agrees to sell, and District hereby agrees to purchase, the Property, on the terms and conditions set forth below. 1.1 Purchase Price. The purchase price for the Property is $975,000.00 (the"Property Purchase Bargain Price"), to be paid by District as follows: 1.1.1 Cash at Closing. District shall pay to Seller cash or other immediately available U.S. funds in the amount of$975,000.00 on the date of the Closing. 1.1.2 Amendment of Prior Agreement. As additional consideration to Seller, District shall execute and deliver to Seller on the date of the Closing that certain First Amendment to Agreement for Option and Purchase of Real Property attached hereto as Exhibit B modifying in limited respects an existing prior agreement between Seller and District relating, in part, to the Property (the"Modification Agreement"). 1.1.3 Contribution. District and Seller acknowledge and agree that(i)the Property Bargain Purchase Price is approximately$375,000.00 below the fair market value of the Property, and(ii) the amount by which the fair market value of the Property exceeds the Property Bargain Purchase Price is intended as charitable contribution by Seiler to District. 1.2 Closing Date. The Closing shall occur on or before August 18, 2000. 1.3 Permitted Exceptions. The term"Permitted Exceptions"means Exception No. 1 (to the extent not delinquent), 2 (to the extent not delinquent), 3, 4, 5, 6, 7, 8, 9, 10 and 13 on the Preliminary Report of the Old Republic Title Company, dated as of July 26, 2000 as Order No. i'v previously b District. f which has been received 50 0253-MM (update), a co o c Y Y ( P ) PY P 1.4 Charitable Contribution. District expresses no opinion as to whether Seller will receive any deduction for federal or state income tax purposes or whether Seller will receive any other tax benefit as a result of the contribution described in Section 1.1.3 above, and Seller acknowledges and agrees that Seller is relying solely upon the advice of its own attorneys, accountants and other professional advisors with respect to all such matters and as to the tax consequences of this Agreement in general. Without limitation of the foregoing, in the event that such contribution is not deductible by Seller for federal or state income tax purposes, in whole or in part, or in the event such contribution is not treated as a charitable contribution, in whole or in 3 290544.1 part, such non-deductibility or non-treatment will not relieve Seller of any of its obligations under this Agreement or otherwise affect this Agreement in any way nor require the payment of any additional or substitute consideration by District for the Property. Notwithstanding the foregoing, District agrees to cooperate with Seller and to execute and deliver to Seller such additional documentation and certificates as may be reasonably requested by Seller in connection with the charitable contribution contemplated in this Section. 1.5 Other Terms and Conditions. The purchase and sale of the Property shall be subject to and in accordance with the General Terms and Conditions contained in Section 2 hereof. 2. GENERAL TERMS AND CONDITIONS. 2.1 Escrows and Closings; Reliance: Delivery of Documents. 2.1.1 Escrows and Closings. As used herein,the term"Closing"shall mean the consummation of the sale transaction contemplated by this Agreement as evidenced by the recordation of the Deed in the Official Records of the County. Each party shall timely deposit with the Title Company and/or each other, as the case may be, such funds, documents and supplementary written escrow instructions as are reasonably necessary to consummate such transaction and all other transactions contemplated in this Agreement in accordance with this Agreement. To the extent any such instructions are inconsistent with this Agreement,the terms of this Agreement shall control. 2.1.2 Reliance. District hereby acknowledges and agrees that it has not relied on any warranties, promises, understandings or representations of Seller or any agent of Seller relating to the condition of the Property except as set forth in this Agreement,the Deed, and in any of the instruments executed and delivered by Seller pursuant to this Agreement. Notwithstanding anything to the contrary herein, nothing in this Section 2.1.2 or elsewhere in this Agreement shall in any way limit or otherwise diminish any of the representations, warranties or covenants made by Seller in this Agreement,the Deed, or any of the other instruments to be executed and delivered by Seller pursuant to this Agreement(collectively, the "Seller Assurances"). 2.1.3 District's Review and Seller's Disclaimer. (a) Pursuant to the Option Agreement, Seller previously furnished to District copies of various documents described on Exhibit j thereto pertaining to the Property. By its execution of this Agreement, District acknowledges its receipt and acceptance of each of the documents described in Exhibit J to the Option Agreement relating to the Property. (b) Prior to the Effective Date, District has had the opportunity, at its sole cost and expense, to conduct whatever inspections, studies, tests and investigations District desired to conduct relating to the Property including,without limitation, the physical, environmental, economic and legal condition of the Property(the "Property Inspections"). Prior to the date of this Agreement,District has completed the Property Inspections to its full satisfaction. 4 290544.1 (c) Except for the Seller Assurances, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or its value or matters affecting the Property, including, without limitation, the physical condition of the Property, title to or the boundaries of the Property,pest control matters, soil condition, hazardous waste, toxic substance or other environmental matters, compliance with the Americans With Disabilities Act of 1990, Fair Housing Act of 1968 (as amended) or other building,health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns and all other information pertaining to the Property. District, moreover, acknowledges (i)that Seller did not develop or construct the Property or any improvements thereon and has owned the same for only a limited period of time, (ii) that District has entered into this Agreement with the intention of making and relying, in addition to relying on the Seller Assurances, upon its own investigation of the physical, environmental, economic and legal condition of the Property, and (iii) that District is not relying upon any representations and warranties, other than the Seller Assurances, made by Seller or anyone acting or claiming to act on Seller's behalf concerning the Property or its value. District further acknowledges that it has'not received from Seller any accounting, tax, legal, architectural,engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering,property management and other advisors. Except for the Seller Assurances, District agrees that the Property is to be acquired by District in its "AS IS" condition and WITH ALL FAULTS and assumes the risk that adverse physical, environmental, and economic conditions, or noncompliance with Applicable Laws, may not have been revealed by its investigation. 2.2 Continizencies. The parties' respective obligation to sell or purchase under the terms of this Agreement are conditioned upon the satisfaction of the conditions precedent set forth in this Section 2.2. 2.2.1 Removal of Monetary Liens and Unpermitted Exc!Mtions. Notwithstanding anything to the contrary herein, Seller shall discharge and remove at its sole expense, prior to or concurrently with the Closing, (a) any mortgages or deeds of trust recorded against the Property(other than any mortgage or deed of trust in favor of District) to be conveyed at the Closing, (b) any mechanic's liens arising from any work contracted for by or on behalf of Seller recorded against the Property to be conveyed at the Closing, (c) any other monetary liens imposed or created by Seller encumbering the Property to be conveyed at the Closing (other than of any non-delinquent property taxes or assessments), and(d) any lien, encumbrance, or other title exception encumbering the Property to be conveyed at the Closing which is created by Seller after the date of this Agreement other than any Future Permitted Exception. Without limiting the foregoing, Seller shall pay prior to or concurrently with the Closing any prepayment fee, penalty or other charges or fees associated with the pay-off or extinguishment of any indebtedness secured by the Property to be conveyed at the Closing. Nothing contained in this Section 2.2.1 or elsewhere in this Agreement shall in any way obligate Seller with respect to any lien, encumbrance or other title exception made, suffered or assumed by District. 2.2.2 Title Insurance. District's obligation to purchase the Property is conditioned upon the Title Company's delivery to District of the Title Company's unconditional and irrevocable commitment to issue District a California Land Title Association standard 5 290544.1 coverage owner's policy of title insurance (with no creditors rights exception) having coverage in an amount not less than the Purchase Price for the Property and containing such endorsements as District may reasonably require and insuring in District that fee simple absolute title to the Property is vested in District subject only to the Permitted Exceptions and Future Permitted Exceptions ("District Owner's Policy"). 2.2.3 Warranties True at Closing. 2.2.3.1 As a condition to District's obligation to purchase the Property as provided above, each and all of the representations and warranties made by Seller in Section 2.8.2, below, shall be true and correct in all material respects as of the date of the Closing, and Seller shall have executed and delivered to District and/or the Title Company (as appropriate) all documents required by this Agreement to be executed and delivered by Seller at the Closing. 2.2.3.2 As a condition to Seller's obligation to sell the Property as provided above, each and all of the representations and warranties made by District in Section 2.8.1, below, shall be true and correct in all material respects as of the date of the Closing,and District shall have executed and delivered to Seller and/or the Title Company(as appropriate) all documents required by this Agreement to be executed and delivered by District at the Closing. 2.2.4 Termination of Ap-reements. As a condition to District's obligation to purchase the Property as provided above, (a)prior to the Closing, Seller shall have terminated all maintenance,management, security and other service contracts, if any, with respect to the Property, and(b) Seller shall have no employees whose employment will be the responsibility of District after the applicable Closing. 2.2.5 No Suits. As a condition to District's obligation to purchase the Property as provided above, other than the Pending Action(as defined in the Option Agreement),no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted that challenges the validity or legality of any of the transactions contemplated by this Agreement or which, if adversely determined, would affect the Property. 2.3 No waiver of any such conditions precedent shall be effective unless expressly set forth in writing by the party receiving the benefit of the condition. 2.4 Deliveries to the Title Comp4n-y. 2.4.1 By Seller. Seller shall deliver or cause to be delivered to District and/or the Title Company(as appropriate) on or before the Closing Date, the following instruments and documents (except as otherwise noted): (a)an original Grant Deed conveying the Property, duly executed and acknowledged by Seller(the"Deed"),(b)a FIRPTA certificate and Form 590 RE, duly executed by Seller, (c) an original Bill of Sale in the form attached as Exhibit L to the Option Agreement (the "Bill of Sale") conveying the Personal Property, duly executed by Seller, (d) two (2) counterpart originals of an Assignment Agreement in the form attached as Exhibit N to the Option Agreement with respect to the Property(each, an"Assignment Agreement"),duly executed by Seller, (e) two (2) counterpart originals of the Modification Agreement, duly executed by Seller, (f) a certificate of Seller in favor of District and the Title Company stating that the charges for all labor and materials contracted for by Seller and furnished to the Property 290544.1 have been paid in full, (g) such affidavits and certificates pertaining to ownership, leasing and liens as Title Company may reasonably require of Seller in order for Title Company to issue title insurance to District, and(h) such other customary documents requested by Title Company as may be reasonably necessary to consummate this transaction in accordance with this Agreement. 2.4.2 By District. District shall deliver or cause to be delivered to Seller and/or the Title Company(as appropriate) on or before the Closing Date, the following funds, instruments and documents: (a) immediately available U.S. funds in the amount required to purchase the Property in accordance with the terms of this Agreement, (b) the cash amount due Seller after the costs and prorations are computed in accordance with this Agreement, (c) two (2) counterpart originals of the Assignment Agreement, duly executed by District, (d) two (2) counterpart originals of the Modification Agreement, duly executed by District, (e) a Certificate of Acceptance for the Property; and(f) such other customary documents requested by Title Company as may be necessary to consummate this transaction in accordance with this Agreement. 2.5 Costs and Expenses of Closing. Seller shall pay or have paid on or before the Closing (a)the documentary transfer taxes imposed by the County, if any, (b) the cost of District's Owner's Policy and all endorsements thereto, (c) one-half(1/2) of all wiring and recording fees in connection with the contemplated transaction and one-half(1/2)of the fees of the Title Company, and(d)the cost of Seller's counsel and other advisors. On or before the Closing, District shall pay or have paid(a) one-half(1/2) of all wiring and recording fees in connection with the contemplated transaction and one-half(1/2) of the fees of the Title Company, (c)the cost of District's counsel and other advisors. All other closing costs shall be allocated between District and Seller in accordance with custom and practice in the County. 2.6 Prorations and Credits. All prepaid and current base rent, additional rent, reimbursements and other income from the Property and all current taxes, interest on assessments, utilities, maintenance charges and similar expenses of the Property shall, to the extent of information then available, be prorated between Seller, District and Title Company as of the date of Closing for the Property. Seller and District shall use their best efforts prior to the Closing to prepare a schedule of prorations covering as many items to be prorated as practicable so such prorations can be made on or before the date of the Closing. Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Seller and District agree to cooperate and to use their best efforts to complete such prorations on the date of the Closing. Except as provided herein, monthly income and expense items shall be prorated on the basis of a thirty (30) day month. Such income and expenses of the Property for the period through the date of the Closing shall be for the account of Seller and such income and expenses for the period after the date of the Closing occurs shall be for the account of District. Seller shall pay all taxes, assessments, invoices for goods furnished or services supplied, and other expenses relating to the Property that are allocable to the period prior to the date of Closing for the Property. If any errors or omissions are made regarding adjustments and prorations as set forth above, the parties shall make the appropriate corrections promptly upon the discovery 7 290544.1 thereof, provided the same are discovered within twelve (12) months after the date of the Closing. Any error or omission not discovered within that period shall not thereafter be subject to adjustment. The amount necessary to correct any adjustment or proration that is to be corrected hereunder shall be paid in cash to the party entitled thereto. 2.7 ii&. 2.7.1 Real Propea. On the date of the Closing for the conveyance of the Property to District, Seller shall convey fee title to the Property to District by delivery of a duly executed and acknowledged Deed free and clear of all liens, encumbrances, easements, rights, leases,restrictions, covenants and conditions of any kind or nature, except the Permitted Exceptions and the Future Permitted Exceptions for the Property. 2.7.2 Personal Property. On the date of the Closing for the conveyance of the Property, Seller shall transfer good title to the Personal Property associated with the Property to District, by delivery of a duly executed Bill of Sale, free and clear of all liens, encumbrances, security interests and adverse claims created by Seller. 2.7.3 Assigned Property. On the date of the Closing for the conveyance of the Property, Seller shall assign good title to Seller's interest in the Assigned Property associated with the Property to District,by a duly executed Assignment Agreement, free and clear of all liens, encumbrances, security interests and adverse claims created by Seller. 2.8 Representations and Warranties. 2.8.1 Distric . District hereby represents and warrants to Seller as follows: 2.8.1.1 Organization. District is duly organized and validly existing under the laws of the State of California. 2.8.1.2 Authority. The individuals executing this Agreement and the agreements, instruments or other documents to be executed by District pursuant to this Agreement on behalf of District each have been duly authorized by the District Board of Directors to bind District to the terms and conditions hereof and thereof. 2.8.1.3 Status. District is a public special district formed pursuant to Section 3 of Chapter 3 of Division 5 of the California Public Resources Code. 2.8.1.4 Litigation and Other Proceedings. There is no pending litigation, arbitration or other legal or administrative suit, action,proceeding or investigation of any kind that has been served upon District or any of its officers,directors or employees and to which any of them is a party, relating to the Property. To District's knowledge, there is no pending litigation involving the Property. 2.8.1.5 Eminent Domain. There are no governmental actions that have been served upon District or any of its officers, directors or employees, or to District's knowledge that have been threatened, to take all or any portion of the Property (or any interest therein)by eminent domain. 290544.1 I For purposes of this Subsection 2.8.1, District's "knowledge" shall refer only to the current actual knowledge of L. Craig Britton, Susan Schectman, Del Woods and Michael Williams. 2.8.2 Seller. Seller hereby represents and warrants to District as follows: 2.8.2.1 Qrzanization. Seller is a duly organized and validly existing corporation under the laws of the State of Oregon. Seller Arlie & Company is the same corporate entity as Arlie Land and Cattle Company(the Seller under the Option Agreement), except for a change in corporate name. 2.8.2.2 ReQuisite Action. All requisite corporate action has been taken by Seller in connection with Seller's execution of this Agreement, and has been taken or will be taken in connection with the agreements, instruments or other documents to be executed by Seiler pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby. 2.8.2.3 Condition. To Seller's knowledge, and except as may otherwise be set forth in the documents listed on Exhibit J attached to the Option Agreement, (1) there are no material defects or deficiencies in the design, construction or installation of(a) any improvements on or to the Property, or(b)the Personal Property or any part thereof. Seller has not received written notice from any insurance broker, agent or underwriter that any noninsurable condition exists on or about the Property, and to Seller's knowledge, and except as may otherwise be set forth in the documents listed on Exhibit J attached to the Option Agreement, the current uses and occupancies thereof comply in all material respects with all Applicable Laws and with all covenants, conditions and restrictions applicable to the Property. 2.8.2.4 Hazardous Substances. To Seller's knowledge, and except as may otherwise be set forth in the documents listed on Exhibit J attached to the Option Agreement, (1) no Hazardous Substances are present in, on,under or adjacent the Property except as set forth in Schedule 1 attached to the Option Agreement, (2)there are no septic tanks or below ground gasoline or chemical storage tanks on or under the Property except as set forth in Schedule 1 attached to the Option Agreement, and(3)there are no fixed above ground gasoline or chemical storage tanks on the Property except as set forth in Schedule 1 attached to the Option Agreement. 2.8.2.5 Personal Property. To Seller's knowledge, and except as may otherwise be set forth in the documents listed on Exhibit 1 attached to the Option Agreement, Seller has good title to the Personal Property free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature. 2.8.2.6 Litization and Other Proceedings. There is no pending litigation, arbitration or other legal or administrative suit, action,proceeding or investigation of any kind which has been served upon Seller or any of its officers, directors or employees and to which any of them has been made a party, or to Seller's knowledge which has been threatened against Seller or any of its officers, directors or employees,relating to the Property. To Seller's knowledge there is no pending litigation involving the Property. 9 290544.1 2.8.2.7 Service Agreements. To Seller's knowledge, and except as may otherwise be set forth in the documents listed on Exhibit J to the Option Agreement, there are no service, maintenance, or security agreements for the Property currently in effect which are not cancelable without penalty or liability on thirty(30) days notice or less. 2.8.2.8 Eminent Domain;Zoning Change. There are no governmental actions which have been served upon Seller or any of its officers, directors or employees or to Seller's knowledge which have been threatened, to take all or any portion of the Property(or any interest therein) by eminent domain. There are no governmental proceedings which have been served upon Seller or any of its officers, directors or employees or to Seller's knowledge which have been threatened, to modify the current zoning ordinances applicable to the Property. 2.8.2.9 Employment. Seller has no employees at the Property whose employment will become the obligation of District at any time. 2.8.2.10 Ban"tcv. Seller has not made an assignment for the benefit of creditors nor has Seller filed or had filed against it any petition in bankruptcy. 2.8.2.11 Occupancy Rights. Other than the Permitted Exceptions,and except as may otherwise be set forth in the documents listed on Exhibit J to the Option Agreement, to Seller's knowledge, there are not(a) any leases or licenses of the Property,or(b) any other agreements providing for the use or occupancy of the Property. 2.8.2.12 Title. To Seller's knowledge, Seiler owns, and upon the j Closing, Seller will continue to own, fee simple title to the Property. Except as contained in the Option Agreement, Seller has not executed any contract to sell the Property or any part thereof or granting an option to purchase the Property or any part thereof or granting a right of first refusal with respect to the Property or any part thereof. 2.8.2.13 Uncompleted Work/Agreement. There are no outstanding contracts made and entered into by Seller for any improvements to the Property or for other work with respect to any of the Properties for which payment has not been fully made or will be made prior to the Closing for the Property. 2.8.2.14 Documents. Seller has delivered all of the Property Related Documents to District to the extent the Property Related Documents are in Seller's or Louis Acosta's possession. For purposes of this Section 2.8.2, Seller's"knowledge"shall refer only to the current actual knowledge of John Musumeci, Suzanne Arlie, Mike Lester, Louis Acosta, or any other current officer, director or employee of Seiler. 2.8.3 Survival. 2.8.3.1 District's representations and warranties in Subsection 2.8.1 above shall be true and correct as of the Effective Date and the Closing(except to the extent District expressly notifies Seller in writing prior to the Closing that any of the representations and warranties set forth in Subsections 2.8.1.4 or 2.8.1.5 are no longer true and correct, but only �. 10 � 290544.1 so long as District was not in breach of such representation and warranty when initially made), and shall survive closing and recordation of the Deed until expiration of the Survival Period. Na subsequent disclosure or notification by District prior to the Closing shall relieve District from liability for breaching a representation or warranty to the extent such disclosure or notification indicates that such representation or warranty was not true or correct on the Effective Date. 2.8.3.2 Seller's representations and warranties in Subsection 2.8.2 above shall be true and correct as of the Effective Date and the Closing (except to the extent Seller expressly notifies District in writing prior to the Closing that any of the representations and warranties set forth in Subsections 2.8.2.3, 2.8.2.4, 2.8.2.6 or 2.8.2.8 are no longer true and correct,but only so long as Seller was not in breach of such representation and warranty when initially made), and shall survive closing and recordation of the Deed until expiration of the Survival Period. No subsequent disclosure or notification by Seller prior to the Closing shall relieve Seller from liability for breaching a representation or warranty to the extent such disclosure or notification indicates that such representation or warranty was not true or correct on the Effective Date. 2.9 Miscellaneous. 2.9.1 Possession. Other than the rights of any third parties as disclosed in the Permitted Exceptions, Seller shall transfer exclusive possession of the Property to District on the date of Closing. If not previously delivered to District, Seller shall deliver to District, on the date of Closing, originals of the Property Related Documents (or copies if originals are not possessed by Seller)relating to the Property, and all keys, combinations and passes (properly tagged or identified) to any improvements on the Property. The originals of such documents and such keys, combinations and passes shall become the property of District on the date of Closing. 2.9.2 Exhibits. All exhibits attached hereto shall be deemed incorporated by this reference as though set forth in full. 2.9.3 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. District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, California 94022 Attn: L. Craig Britton Fax: (650) 691-0485 Seller: Arlie& Company 722 Country Club Road Cottage Grove, Oregon 97401 Attn: John Musumeci Fax: (541)485-2550 11 290544.1 Copy To: Barg Coffin Lewis & Trapp, LLP 350 The Embarcadero, 6th Floor San Francisco, California 94105 Attn: Scott Rogers Fax: (415) 512-8750 Copy To: 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 parties given in the same manner as above provided. Any notice, demand or request sent pursuant to either subparagraph(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 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 subparagraph (c), above, shall be deemed received on the business day immediately following deposit with the commercial mail service and, if sent pursuant to subparagraph(d), shall be deemed received forty-eight(48) hours following deposit in the U.S. mail. 2.9.4 Successors and Assians: Assienment. Subject to the restrictions on assignment set forth below, this Agreement shall be binding upon and inure to the benefit of Seller and District and their respective estates, heirs,personal representatives, devisees, legatees, successors and assigns. Neither Seller nor District shall assign or delegate this Agreement or any of their respective rights or obligations hereunder without(i) the assignee expressly assuming in writing all of the assignor's obligations under this Agreement, and(ii) the assigning party delivering written notice of the assignment to the other party, together with a copy of the fully executed assignment and assumption agreement,within five(5) days following such assignment. Any assignment, delegation or other transfer which does not comply with this Section 2.9.4 shall be void and of no force or effect. Nothing in this Section 2.9.4 shall apply to the Modification Agreement, the terms of which shall continue to be governed solely by the Option Agreement. 2.9.5 Condemnation. If before the Closing proceedings are commenced against the Property for the taking by exercise of the power of eminent domain and such taking, as determined by District in good faith,would render such Property unacceptable to District or unsuitable for District's intended use, District shall have the right, by giving notice to Seller within five (5) calendar days after Seller gives written notice of the commencement of such proceedings to District to terminate this Agreement pursuant to this Section 2.9.5, in which event this Agreement shall terminate. If District has the right to terminate this Agreement pursuant to the preceding sentence but District does not exercise such right, then this Agreement shall remain unchanged and in full force and effect and, upon the Closing, the condemnation award (or, if not theretofore received, the right to receive such award)payable on account of the taking shall be assigned and transferred to District. Seller shall give notice to District promptly after Seller's receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain,of the Property or any part thereof. District shall have a period of 12 290544.1 five (5) calendar days (or such shorter period as District may elect by giving notice to Seller) after Seller has given the notice to District required by this Section 2.9.5 to evaluate the extent of the taking and make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be postponed until Seller has given the notice to District required by this Section 2.9.5 and the period of five (5) calendar days described in this Section 2.9.5 has expired. 2.9.6 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, and according to its fair meaning, and not in favor of or against any party. 29.7 Entire g er ement; Amendment. This Agreement(which includes all exhibits hereto) embodies the entire agreement and understanding between the parties relating to District's purchase of the property , and all prior negotiations, agreements and understandings (including, without limitation, any letters of intent), oral or written, are hereby revoked, cancelled and rescinded and are all merged herein and superseded hereby. To be effective, any amendment to this Agreement, including, without limitation, any oral modification supported by new consideration, must be reduced to writing and signed by both Parties. Nothing in this Section 2.9.7 is intended to nor shall be construed to effect the validity of the Option Agreement and Modification Agreement which shall continue to be in full force and effect according to their terms. 2.9.8 Counter2arts: Waiver. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature and any such signature shall be effective as if it were the original signature. Any waiver of the performance of any covenant, condition or promise by either party, in order to be effective,must be in a writing signed by the party who has allegedly waived the covenant, condition or promise in question. The waiver by either party of a breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach whether of the same of another provision of this Agreement. 2.9.9 Severability. Should any part, term or provision of this Agreement or any document required herein to be executed or delivered be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. 2.9.10 Interpretation. The neuter gender includes the feminine and masculine, and vice-versa, and the singular number includes the plural. The word"person" includes, in addition to any natural person, a corporation, partnership, limited liability company, firm, trust, association, governmental body or other entity. The captions of the Articles, Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, or aid in the interpretation, construction or meaning of the provisions of this Agreement. 2.9.11 Attorneys' Fees. If either party brings any action, suit,or proceeding against the other arising from this Agreement, or is made a party to any action or proceeding brought by Title Company, then as between District and Seller, the prevailing party shall be 13 290544.1 i II entitled to recover as an element of its costs of suit, and not as damages, reasonable attorneys' and experts' fees and litigation expenses to be fixed by the court. 2.9.12 Survival. Whether or not expressly stated to survive, all representations, warranties, covenants, and other agreements made by either party in this Agreement, and all provisions of this Agreement which contemplate performance after the Closing, shall survive the Closing and shall survive the delivery and recordation of the Deed for a period of two (2)years thereafter(each, a"Survival Period"). Any suit, action, cause of action or other legal proceeding filed by one party against the other within the Survival Period shall toll the Survival Period as to all specifically enumerated matters that are the subject matter of such suit, action, cause of action or other legal proceeding and shall not be affected by the expiration of the Survival Period. 2.9.13 Notice of Default. Neither party shall be deemed to be in default with respect to this Agreement or to have breached this Agreement unless and until the other party shall have delivered written notice ("Default Notice") to the other setting forth the nature of the alleged default or breach. Further, if the default or breach is of such a nature that it can reasonably be cured, the defaulting party shall have a maximum of five (5)business days after receipt of such Default Notice setting forth the nature of the default or breach within which to cure such default or breach if the same is capable of cure by the payment of money or conveying of property; provided, however, if the nature of such default or breach is such that it is not reasonably susceptible to cure by the payment of money or conveying of property, then the defaulting party shall a maximum of thirty (30) days from receipt of the Default Notice in which to commence to cure such default and such thirty(30) day period for cure shall be deemed extended for a reasonable period of time to permit completion of such cure provided that the defaulting party shall proceed with diligence to complete such cure. 2.9.14 Construction. The parties hereto agree that each party and its counsel or advisor have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or exhibits hereto. 2.9.15 Real Estate Brokers. Seller represents and warrants that no real estate broker, salesperson or finder is entitled to a commission, fee or other compensation through Seller's acts by reason of the transaction contemplated under this Agreement, and Seller agrees to indemnify, defend and hold District harmless from and against any and all claims, causes of action, suits, damages, liabilities, costs or expenses (including,without limitation,reasonable attorneys' fees) arising out of any Seller's breach of the foregoing representation and warranty. District represents and warrants that no real estate broker, salesperson or finder is entitled to a commission, fee or other compensation through District's acts by reason of the transaction contemplated under this Agreement, and District agrees to indemnify, defend and hold Seller harmless from and against any and all claims, causes of action, suits, damages, liabilities,costs or expenses (including, without limitation,reasonable attorneys' fees) arising out of District's breach of the foregoing representation and warranty. The foregoing indemnity shall survive the Closing and the recordation of the Deed and shall not be merged thereby. 2.9.16 Time of Essence; Time Periods. Time is of the essence of this Agreement. As used in this Agreement, (1) a"day" is a calendar day and(2)a"business day" is a calendar 14 290544.1 day other than a Saturday or Sunday upon which(a) the County Recorder of Santa Clara County is open and accepting documents for recording, (b) the United States Postal Service is delivering first class mail, and (c) banks in Santa Clara County are generally open for business. If,pursuant to this Agreement, a party must act by a particular time, or an act is effective only if done by a particular time, and the last date for the doing or effectiveness of such act falls upon a day other than a business day, the time for the doing or effectiveness of such act shall be extended to the next succeeding business day. 2.9.17 Further Assurances. Each of the parties shall execute such other and further documents and do such further acts (provided the same do not expand or increase such party's obligations hereunder or reduce or diminish such party's rights hereunder) as may be reasonably required to effectuate the intent of this Agreement. 2.9.18 1099 Reporting. The parties agree that the Title Company is hereby designated as the entity responsible for filing a Form 1099 with the Internal Revenue Service promptly after the Closing as required under Internal Revenue Code Regulation § 1.6045.4. 2.9.19 Remedies. All of the rights and remedies of either party under this Agreement and any instrument or document to be executed and delivered pursuant hereto are intended to be distinct, separate and cumulative, and no such right or remedy mentioned in this Agreement or in any such instrument or document is intended to be in exclusion of or a waiver of any of the others. 2.9.20 Cooperation in 1031 Exchange. Seller has informed District that Seller desires to consummate the transfer of fee title of the Property to District as an exchange pursuant to Internal Revenue Code Section 1031. Subject to the limitations and other provisions set forth below in this Section 2.9.20, District agrees, prior to the Closing Date, to reasonably cooperate with Seller in connection with Seller's proposed exchange. However,notwithstanding the foregoing or anything to the contrary in this Agreement, (a)District shall not under any circumstances be obligated to take title to any property, real,personal, or otherwise, (b) District shall not under any circumstances be obligated to assume (or agree to assume) any liability whatsoever or to incur or suffer or agree to incur or suffer) any obligation, cost or expense or expend any funds (except funds deposited with District by Seller in advance)whatsoever (including, without limitation, attorneys' fees and costs) in connection with or as a result of Seller's exchange, (c) Seller's desired exchange shall not under any circumstances relieve Seller of any of its obligations under this Agreement(including, without limitation,the obligation to execute and deliver all instruments and documents required to be executed and delivered by Seller under this Agreement), and(d) Seller's desired exchange shall not under any circumstances delay or extend the Closing Date for more than a thirty (30) day period. Seller shall indemnify, defend (with Barg Coffin Lewis & Trapp, LLP or other qualified counsel reasonably acceptable to District) and hold District harmless from and against any and all claims, causes of action, suits, proceedings, demands,judgments, liabilities, costs, and expenses (including, without limitation, attorneys' and experts' fees and costs) as may be suffered or incurred by Seller in connection with or arising out of such exchange or Seller's cooperation therewith. Seller acknowledges that neither District nor its agents has given Seller any advice concerning the tax consequences, viability or any other aspect of Seller's proposed exchange and that Seller is relying solely upon the advice of its own accountants, lawyers and other 15 290544A professional advisors with respect thereto. The foregoing indemnity shall survive the Closing and the recordation of the Deed and shall not be merged thereby and shall not be limited by the Survival Period. 2.9.21 Waiver of Jury Trial. SELLER AND DISTRICT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY DOCUMENTS EXECUTED AND DELIVERED PURSUANT HERETO AND/OR ONE OR MORE OF THE PROPERTIES. BOTH SELLER AND DISTRICT ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO THIS AGREEMENT. 2.9.22 Warranty of Authority. Each individual executing this Agreement on behalf of a party to this Agreement hereby warrants and represents to the other Parties to this Agreement that such individual has the full right,power and authority to execute and deliver this Agreement on behalf of such entity and to bind such entity to the terms of this Agreement. Upon the request of either party,the other party shall deliver such documents or other written evidence (including a certified board resolution) of compliance with the provisions of this Section 2.9.23 as the requesting party may reasonably require. 2.9.23 Access for Appraisals. For a period not to exceed sixty(60)days after Closing, Seller's appraiser shall have the right,upon Seller's giving of reasonable advance written notice to District, to enter upon the Property for the sole purpose of appraising the same; provided, however, that such appraiser may not perform any tests or sampling of any kind or conduct any other activities which are physically or environmentally invasive or detrimental,and further provided that Seller shall give District at least 48 hours' prior notice of each proposed entry by its appraiser. Seller shall indemnify,protect, defend(with Barg Coffin Lewis &Trapp, LLP or other qualified counsel reasonably acceptable to District) and hold District harmless from and against any and all claims, causes of action, suits,proceedings, demands,judgments, liabilities, costs, and expenses (including, without limitation, attorneys' fees and costs), liabilities, damages and liens caused by the acts or omissions of its appraiser while upon the Property. Seller's appraiser shall not unreasonably disturb the use or occupancy of the Property by any tenant or other lawful occupant or user thereof. Seller shall repair any damage to the Property that may be caused by Seller's appraiser. The foregoing indemnity shall survive Closing and the recordation of the Deed and shall not be merged thereby. 2.9.24 Conflict Waiver. Seller and District specifically acknowledge and agree that(i) Barg Coffin Lewis & Trapp, LLP ("BCLT") has acted as counsel solely on behalf of Seller in connection with this Agreement and the transactions contemplated hereby, (ii) BCLT has not provided any legal representation of any kind or nature to District in connection with this Agreement and/or the transactions contemplated hereby, (iii)District has obtained separate legal representation, and/or has had an adequate opportunity to do so, with respect to this Agreement and the transactions contemplated herein, (iv) no actual or potential conflict in interest exists with respect to BCLT's representation of Seller in connection with this Agreement and the transactions contemplated herein notwithstanding BCLT's and/or its attorneys' prior representation of District in one or matters relating to or arising out of the Option Agreement, 16 290544.1 Ryg 02 00 03: 1 4p Genpra l DP l i vPry 941 485 2550 p.'3 MMA-107-Cy ih• 3r ('RUPI PACE 4/40 and(v)to the extent that any such actual or potential conflict of interest shall exist or hereafter arise or be deemed to have existed,Seller and District agree that such conflict of shall be deemed effectively waived pursuant to this paragraph. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth under their respective signatlues. SELLER: ARLIE&C ANY,an regon corporation (fon:ner and do' g business as Arlie and Ca By: u2anne sident Dat ;2—2 B i, Vice President Dated: August S­�2000 IDS C MIDPENINSULA REGIONAL OPEN SPACE DISTRICT,a Public District formed pursuant to Articic 3 of Chapter 3 of Division 5 of the California Public Resources Code By: Kenneth C.Nitx,President Dated: August�,2000 Attest: Deirdre Dolan,District Clerk Dated: August___,2000 17 M541.1 EXHIBIT A DESCRIPTION OF PROPERTY I 290544.1 ' Aug-01-00 04:30pm Fr=-OLD REPUBLir TITLE COMMERCIAL 4082492314 T-200 P 02/GT F-614 OLD REPUBLIC TITLE COMPANY 19M THE ALAmEDA - SAN JOSE,CA - 95126 - (406)5574KW F.X:(Q8)249.2314 PRELIMINARY REPORT update Issued for the sole use of: our Order No. 500253-MM ACRES REAL ESTATE Reference 450 E. STRAWBERRY DRIVE SUITE 35 MILL VALLEY, California 94941 When Replying Please Contact: Attention: LOUIS ACOTSA Mary Montonye Buyer: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Property Address: Mellots Road, Los Gatos, CA (Unincorporated area of Santa Clara Countyj In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The Printed Exceptions and Exclusions from the coverage of said Policy Or Policies may be set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of July 26th 12000 , at 730 A.M. OLD REPUBLIC TITLE COMPANY for Exceptions Shown or Referred to,See Attached Page___I_iof 5 Pages ORT 3157-A( ev. 5/1/00) A ug-01-00 04:30pm From-OLD REPUBL" -ITLE COMMERCIAL 40624I2314 T-908 P 03/07 F-614 OLD REPUBLIC TITLE COMPANY ORDER NO. 500253-MM update The form of policy of title insurance contemplated by this report is: a CLTA standard coverage - 1990, Owner's Policy; AND an ALTA Loan Policy - 1970 (Rev. 1992) with ALTA Endorsement Form I Coverage, OR, an ALTA Loan Policy - 1992 with ALTA Endorsement Form 1 Coverage. A specific request should be made if another form or additional coverage is desired. The estate or interest in the land hereinafter described or referred to covered by this Report is: a FEE. Title to said estate or interest at the dare hereof is vested in; ARLIE LAND AND CATTLE COMPANY, an Oregon Corporation Page_-!—of S Pages ORT 3157-Al (Rev Aug-01-00 04:31pm From-OLD REPUBLIC TITLE COMMERCIAL 4062492314 T-208 P 04/07 F-614 OLD REPUBLIC TITLE COMPANY ORDER NO. 500253-MM update 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: 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. Excepting therefrom any and all timber growing, standing, lying, or down, together with all rights to harvest time, with free and unrestricted access to the real property for the purposes of severing and removing the timber conveyed therein, including, but not limited to, the free and unrestricted use of any and all roads and roadways located upon the real property, together with the right to construct such roadway(s) as may be required in order to harvest the timber conveyed therein, as conveyed by Hong rong Realty Company, Inc. , a California corporation to Arlie Land and Cattle Company, an Oregon Corporation, by deed recorded August 14, 1996 as instrument Number 13408132 and as concurrently conveyed by Arlie Land and cattle Company, an Oregon Corporation to Big Creek Lumber Company, Inc. , a California corporation by deed recorded August 14, 1996 as instrument Number 13408133 . 544-50-004 75000 nm/ci/bf A544-50-4 3-12-99 Page 3_of 5 Pages ORT 3157-C AurO1-00 0411pm From-OLD REPLSLI" 'ITLE COWCIAL 40WOZ314 T-908 P 05/0T F-614 OLD REPUBLIC TITLE COMPANY ORDER NO. '5002$3-MM update At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows: 1. Taxes and assessments, general and special, for the fiscal year 2000-2001 a lien, but not yet due or payable. 2. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California, 3. Any facts, rights, interests or claims which a correct survey would show. NOTE: In connection therewith, AS FOLLOWS.- . Possible boundary discrepancy (gaps or overlaps) between the southwesterly and Easterly lines of said land, and contiguous properties due to the lack of a definite record location of Mellots Road and Bear Creek (aka Dougherty) Road. 4. SUCH EASEMENTS OR OTHER RIGHTS FOR THE ACCESS, MAINTENANCE AND IJSE OF THE (TIMBER) (TIMBER RIGHTS} CONVEYED BY INSTRUMENT RECORDED AUGUST 14, 1996, INSTRUMENT NO. 13408133, OFFICIAL RECORDS. Affects this and other property. Terms and provisions as contained in an instrument Entitled Memorandum of Agreement Executed by: Big Creek Lumber Company, a California Corporation Recorded March Sth, 1999 in official Records under Recorder's Serial Number 14691212 5. Water rights, claims or title to water, whether or not shown by the public records. 6. Facts which would be disclosed by a comprehensive survey of the premises herein described. 7. Mechanics' ,. Contractors, or Materialmen's liens and lien claims. if any, where no notice thereof appears on record. S. Rights and claims of parties in possession. 9. The consequences of the presence, if any, of hazardous substances, dangerous materials or harmful waste, as a health or safety hazard, or otherwise, which may affect said land_ Page__ 4 of Pages Aus-01-00 04:31pm From-OLD REPUBLIC TITLE COMERCIAL 4082492314 T-200 P 06/07 F-614 .................. OLD REPUBLIC TITLE COMPANY ORDER NO. 500253-MM update lo. Any facts, rights, interests or claims which are not shown by the Public records, but which could be ascertained by making inquiry of the adjacent land owners and those in possession thereof, excepting therefrom Arlie Land and Cattle Company. 11. The requirement that satisfactory evidence be furnished to this Company evidencing the due formation and continued existence of Arlie Land and Cattle company, an Oregon Corporation (under the Laws of Oregon) as a legal entity under the laws of California- 12. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount t $$00,000.00 Trustor/Borrower : ARLIE LAND AND CATTLE COMPANY, an Oregon Corporation Trustee : Old Republic Title Company, a corporation Beneficiary/Leader : Midpeninsula Regional open Space District, a Public District formed pursuant to Section 3 of Chapter 3 of Division S of the California Public Resources Code Dated : July 13th, 1999 Recorder's Serial Recorded : July i5th, 1999 in official Records under Number 14695911 Returned to Address: 330 Distel Circle, Los Altos, Ca. 94022 13 . Any unrecorded and subsisting leases. -------------------- informational Notes -------------------- 1. Taxes, general and special, for the fiscal year 1999-2000 as follows: Assessor's Parcel No. t 544-50-004 Code No. : 75000 lgz Installment $312.88, Marked Paid 2nd Installment $312.68, Marked Paid The above installments include a property tax exemption of none. 2. The last recorded instrument(s) conveying record title to the premises is/are: A deed executed by Hong Kong Metro Realty Company.Inc. to ARLIE LAND AND CATTLE COMPANY, an Oregon Corporation, recorded March 1st, 1999 in Official Records, under Recorder's Serial Number 14678019 The last conveyance affecting said land recorded within the last two years, prior to the date of this Report are: SEE ABOVE 3. County recorder will charge an additional $ 10.00 -Monument User Fee,, to record a Grant Deed using the legal description in this report. 4. The mailing address of the v*Gtee as shown in the records is: 722 Country Club Rd, Eugene, OR 97401 Page--A—of5_Pages ORT 3157-E Aug-01-00 04:32pm From-OLD REPUBLIC TITLE COM+ERCIAL 4082492314 T-908 P OT/OT F-614 w T s J T •� ' 1 t EXHIBIT B MODIFICATION AGREEMENT 290544.1 FIRST AMENDMENT TO AGREEMENT FOR OPTION AND PURCHASE OF REAL PROPERTY THIS FIRST AMENDMENT TO AGREEMENT FOR OPTION AND PURCHASE OF REAL PROPERTY ("Amendment") is dated for reference purposes only as of August 9, 2000 by and between ARLIE & COMPANY, an Oregon corporation, formerly known as Arlie Land and Cattle Company ("Seller"), and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant Section 3 of Chapter 3 of Division 5 of the California Public Resources Code ("District"). Recitals: A. Seller and District entered into that certain Agreement for Purchase and Option of Real Property dated as of March 10, 1999 ("Agreement") with respect to certain real property located in Santa Clara County, California and being more particularly described in the Agreement. B. As additional consideration from District to Seller in connection with District's purchase from Seller of the Mellots Property(as defined in the Agreement)pursuant to that certain Agreement for Purchase of Real Property dated as of August 1, 2000 between Seller and District(the "Mellots Purchase Agreement"), District has agreed to release of all security for Seller's obligation to pay the Section 5.1.10 Indemnity (as defined in the Agreement) and to reduction of the scope of the Section 5.1.10 Indemnity,upon the terms and conditions set forth below. Agreemnn NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Seller and District agree as follows: 1. Each of the above recitals is true and correct and incorporated herein by this reference. 2. All words and phrases having their initial letters capitalized in this Amendment but not specifically defined herein shall have the meanings set forth in the Agreement. 3. Section 5.1.10 of the Agreement is deleted in its entirety and the following substituted in its place and stead: 5.1.10 Seller covenants to defend, indemnify and hold District and the other Indemnitees (defined below) harmless as follows: (a) Seiler shall defend(with Barg, Coffin, Lewis & Trapp, LLP or such other qualified counsel reasonably acceptable to District), indemnify,protect and hold District and all 1 232497.4 of its officers, directors, officials, employees, and agents (collectively, "Indemnitees")harmless from and against any and all liability, losses, damages,judgments, claims, suits, actions, causes of action, demands, proceedings, costs and expenses(including, without limitation, reasonable attorneys' fees and costs) (collectively, "Claims") suffered or incurred by, or threatened against, Indemnitees or any one or more of them, that arise out of or are connected with: (i) any governmental or quasi-governmental permits, licenses, consents, entitlements, or approvals (collectively "Approvals") now, previously or hereafter sought by or issued to Seller or to any Seller Related Person relating to the subdivision, lot line adjustment, development, improvement, use, or operation of all or any portion of the Properties; or(ii) the Pending Action (including, without limitation, any claims asserted by any of the Plaintiffs or any Plaintiff Related Person that this Agreement or the undertaking of any of the transactions contemplated hereby(A) constitute interference with the contractual rights or the prospective business advantage of such Plaintiffs; or(B) are unauthorized, illegal or otherwise improperly undertaken by District; or(iii) any Claims asserted by any Plaintiff or Plaintiff Related Person against District concerning the execution of this Agreement by District or the undertaking or consummation of any of the acts, transactions or conveyances contemplated hereby(including, without limitation, any claims threatened, made or brought against any Indemnitee (A) seeking to set aside, void or otherwise prevent or inhibit any of the transactions or conveyances contemplated by this Agreement or any of the Approvals sought by Seiler or a Seller Related Person or(B) alleging that this Agreement or any provision hereof or the undertaking of any of the transactions or conveyances contemplated hereby constitutes interference with contractual rights or prospective business advantage or breaches or violates any other rights or interests claimed by Plaintiff or a Plaintiff Related Person. (b) The Section 5.1.10 Indemnity shall survive each Closing, shall survive any Unwind Transaction and Unwind Closing pursuant to Article 4 of this Agreement, shall survive any foreclosure of the Deed of Trust, the Lower Property Deed of Trust and/or the Indemnity Deed of Trust, and shall survive the recordation of each Deed and shall not be merged thereby. The Section 5.1.10 Indemnity shall commence upon the Effective Date and shall survive until the earlier of that date which is(i) eight(8)years from the date of the Initial Closing; (ii) three (3) years from the date of the Upper and Mellots Property Closing; (iii) three (3)years from the date of the Unwind Closing in the event of an Unwind Transaction pursuant to Section 4.3 above; (iv) three (3) years from the date of the Whole Property Closing or Specified Parcels Closing in the event of an Alternative Transaction pursuant to Section 4.4 above; or(v) three (3) years from the date of the Lower Property Closing(the "Indemnity Sunset Date"). Notwithstanding the foregoing, if, on the Indemnity Sunset Date, any Claim for which District is indemnified pursuant to this Agreement is Pending(as defined below) against District(each, a "Pending Claim"), the Section 5.1.10 Indemnity shall not terminate on the Indemnity Sunset Date as to such Pending Claim only, but shall survive as to such Pending Claim only until such date that a final judicial determination and judgment has been rendered with respect to the entirety of any such Pending Claim(including the expiration of all judicial appeals and writ periods) and payment by Seller to District of any sums payable pursuant to the Section 5.1.10 Indemnity by reason of such determination or judgment, or until such Pending Claim has been finally and fully dismissed by all claimants by the filing of a dismissal with prejudice, a stipulated judgment, a settlement agreement or other lawful and effective means of dismissal with prejudice and payment by Seller to District of any sums payable pursuant to the Section 5.1.10 Indemnity by 2 232497.4 reason of such dismissal or stipulated judgment, whichever occurs later("the Extended Indemnity Sunset Date"), and Seller's obligation to indemnify and defend Indemnitees against such Claim pursuant to this Subsection 5.1.10 shall apply fully to any such Claim. For the purposes of this Subsection 5.1.10, "Pending" shall include, without limitation, legal, adjudicatory or administrative proceedings which have been initiated formally; the District's receipt of a claim pursuant to the Tort Claims Act; an overt, written or oral communication or statement has been made by any person or entity threatening to assert a Claim against any Indemnitee for which any Indemnitee is indemnified pursuant to this Subsection 5.1.10; provided, in each case, Seller has been notified in writing by District of any of the foregoing not later than thirty (30) days after the Indemnity Sunset Date. (c) If any act, transaction, conveyance or acquisition contemplated by this Agreement is delayed or finally invalidated, voided, set aside or rescinded by a court of competent jurisdiction, the Section 5.1.10 Indemnity shall not obligate or be deemed to obligate Seller to indemnify District for any Lost Future Benefits that may be suffered or incurred by District as the result of such delay, invalidation, voiding, setting aside or rescission. Nothing in this Subsection is intended to, nor shall or shall be deemed to, diminish, limit or affect in any way Seller's obligation under the Section 5.1.10 Indemnity to fully indemnify,defend and hold harmless Indemnitees from and against any Claims except as expressly set forth above in this Subsection. It is understood and agreed that this Subsection pertains solely to Lost Future Benefits as herein described and shall not pertain to or be deemed to pertain to any other Claims subject to the Section 5.1.10 Indemnity. Further, nothing in this Subsection is intended to,nor shall or shall be deemed to, diminish, limit or affect in any way any of Seller's other obligations, or any of District's rights, under this Agreement or under any agreement, instrument or other document executed by Seller pursuant to this Agreement. (d) If any transaction, conveyance or acquisition contemplated by this Agreement is delayed or finally invalidated, voided, set aside or rescinded by a court of competent jurisdiction, District releases, acquits and discharges Seller and it o ars directors, officials, employees and agents(collectively "Seller Releasees") from any claims that District may have or that may hereafter accrue against Seller Releasees or any of them for any lost future economic profits or gain that would have otherwise been realized by District under this Agreement but for such transaction, conveyance or acquisition having been delayed or finally invalidated, voided, set aside or rescinded by such court. Nothing in this Subsection is intended to, nor shall or shall be deemed to, diminish, limit or affect in any way Seller's obligations or District's under this Agreement except as expressly set forth above in this Subsection. Further, nothing in this Subsection is intended to, nor shall or shall be deemed to, diminish, limit,modify or affect in any way any of Seller's obligations, or any of District's rights, under any agreement, instrument or other document executed by Seller pursuant to this Agreement, and any rights and remedies of District or any other Indemnitee under or by virtue of this Agreement. (e) Seiler releases, acquits and discharges Indemnitees and each of them from any and all Claims that Seller now has or may claim to have or that hereafter accrue against Indemnitees or any of them arising from, by reason of, or related to any transaction, act, omission, conveyance, occurrence, agreement or other event for which any Indemnitee is indemnified under the Section 5.1.10 Indemnity, or which may arise from any delay, 3 232497.4 invalidation, voiding, setting aside or rescission of any of the acts, transactions, agreements or conveyances contemplated by this Agreement. (f) If Seller should default in the performance of any of its obligations under this Subsection 5.1.10 and such default shall not be cured following District's delivery of a Default Notice (as defined in Subsection 6.9.15 below) with respect thereto, District may exercise any and all other remedies available at law, in equity, by statute or otherwise. All rights and remedies of Indemnitees under this Subsection 5.1.10 shall be in addition to, and shall in no way diminish or affect, any other right or remedy available to Indemnitees under this Agreement, at law, in equity, or otherwise, and all of such rights and remedies shall be cumulative and may be enforced concurrently from time to time. No forbearance, indulgence or delay or failure to exercise any right or remedy available to Indemnitees under this Agreement, any other agreement, applicable law, or otherwise, shall operate as a waiver thereof, nor as an acquiescence in any default or breach by Seller,nor shall a single or partial exercise of any right or remedy preclude other or further exercise thereof or the exercise of any other right or remedy available to any Indemnitee. (g) Seller has requested that District agree to joint representation of any Claims, as described above, in which Seller and District are both named parties, among other reasons, for the purpose of reducing overall defense costs and coordinating defense activities and achieving the most effective possible defense of the Claims. District and Seller hereby consent to such joint representation by Seller's counsel and agree to waive any actual or potential conflicts that may arise therefrom. District specifically acknowledges and agrees that it will not later argue or assert that any such joint representation is grounds for disqualifying Seller's counsel from representing Seller, or any of Seller's employees, agents or principals in any matter wherein Seller's and District's interests may be or become adverse. During the course of such joint representation, Seller shall have final decision making authority with respect to administration of the joint defense, except that Seller shall in good faith consult and confer with District and its counsel on all material decisions relating to such joint defense and except that Seller shall not have the right to settle or compromise any Claim if District has not previously consented thereto(which consent will not be unreasonably withheld). Under no circumstances shall District be required to consent to any proposed compromise or settlement that results in or will result in any cost, expense, obligation, liability and/or other exposure to District, and District's withholding of consent on that basis shall conclusively be deemed reasonable. Seller shall cause its counsel to copy District and its counsel on all pleadings and material correspondence, and shall regularly inform District and its counsel of the progress and status of the joint defense. If such joint defense becomes necessary,District and Seller agree to enter into an appropriate joint defense agreement on reasonable terms to implement such joint defense. If during the course of such joint defense, either District or Seller determines (in its sole discretion) that such joint defense is not in its best interests, then either District or Seller may withdraw from such joint representation by giving written notice to the other. In that event: (1) If District is the withdrawing party,District shall thereafter pay the costs of its own defense with respect to the claim which is the subject of the joint defense and Seller shall have no current obligation or responsibility for the same, subject to (ii)below and District's right to seek full reimbursement for such costs upon a showing that its decision to 0 4 232497.4 withdraw from the joint defense was reasonable and was necessitated by the refusal of Seller or its counsel to cooperate reasonably in a joint defense. In no event shall District's withdrawal from any joint defense, which withdrawal may be for any reason whatsoever, exonerate or relieve Seller in any way from its indemnity obligation under the Section 5.1.10 Indemnity. (2) If Seller is the withdrawing party, or District is forced to withdraw by reason of an actual conflict of interest, Seller shall pay the reasonable costs of District's defense provided by its separate counsel (selected by District subject to Seller's reasonable approval), subject to Seller's right to seek reimbursement for such costs upon a showing that its decision to withdraw from the joint defense was reasonable, and was necessitated by the refusal of District to cooperate reasonably in presenting a joint defense. (h) If all of the requirements of Subsection 6.9.5 below are satisfied, then upon the assignment and assumption of this Agreement in accordance with Subsection 6.9.5 below the Permitted Seller Assignee shall not be required to assume the Section 5.1.10 Indemnity. 4. Except as specifically provided herein, none of the provisions herein contained shall in any way be construed as a modification of any of the terms and conditions of the Agreement, and all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. 5. Each of Seller and District hereby specifically acknowledges and agrees that the Agreement, as amended hereby, is and remains a valid and binding agreement and obligation of such party enforceable in accordance with its terms. 6. Seller hereby represents and warrants to District that Arlie& Company is a duly organized corporation validly existing under the laws of the State of Oregon. Seller, Arlie& Company, is the same corporate entity as Arlie Land and Cattle Company(the Seller under the Option Agreement) except for a change in corporate name. All requisite corporate or other action has been taken by Seller in connection with Seller's execution of this Agreement. 7. Each individual executing this Amendment on behalf of a party to this Amendment hereby represents and warrants to the other party that such individual has the full right,power and authority to execute and deliver this Amendment on behalf of such entity and to bind such entity to the terms of this Amendment. 8. This Amendment may be executed in one or more counterparts and each such counterpart may be delivered by facsimile transmission. All counterparts so executed shall constitute one contract, binding on all parties, even though all parties are not signatory to the same counterpart. Ili W HI IIl 5 232497.4 RMg 02 00 03: 14p General Delivery 541 485 2550 p.2, AUG-02-00 16: 35 FROM: 10: 4-+++ PAGE 3/q0 IN WITNESS WHERE OF, Seller and District have executed this Amendment as of the day and year lust above written. SELLIR: AItLi tan regon corporation (fo and do ng busi ess as Arlie band and Cattle Company) By _— Dated: August 2000 resident By: Dated: August 2000 sumeci, Vice Presiden DISTRJCT: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant Section 3 of Chapter 3 of Division 5 of the California Public Resources Code By: Ken Dated: August�,2000 Kenneth C.Nits,President Attest: _ Dated: August�,2000 Deirdre Dolan,District Clerk =497.4 6 Regional Open '. .ice 1 1 R-00-104 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 00-22 August 9, 2000 AGENDA ITEM 8 AGENDA ITEM Acceptance of Gifts of the Klein Property and the Burns amily rust Property as Additions to the Mt. Umunhum Area of Sierra Azul Open Space Pres rve GENERAL MANAGER'S RE MMENDATI 1. Determine that the recommended actions as set out in this report are categorically exempt from the California Environmental Quality Act. 2. Adopt the attached resolution accepting the gift of the Kleinproperty. P P g g 3. Adopt the attached resolution accepting the gift of the Burns Family Trust property. P p g g Y P P rtY• 4. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the properties as an addition to the Mt. Umunhum area of Sierra Azul Open Space Preserve. 5. Indicate your intention to withhold the properties from dedication as public open space at this time. DISCUSSION (see attached map) The Klein property consists of thirty-seven lots comprising approximately 2.12 acres, and the Burns Family Trust property consists of one lot of approximately .06 of an acre in the "paper" subdivision of Hacienda Park. The Hacienda Park subdivision was filed in 1909,but never developed because of its steep and inaccessible terrain. Fully ninety percent of the surrounding lots in the subdivision are owned by Santa Clara County, acquired through tax delinquency. The subdivision is bordered by District land to the south and north. The District recently received a gift of approximately 1.89 acres from Zion Lutheran Church (see report R-00-58 dated May 10, 2000). The Klein property is adjacent and to the north of the former Zion Lutheran Church property. Both the Klein and former Zion Lutheran Church property were originally part of the 4.01-acre Hahn family property which was divided between son and daughter. The son's property was gifted to the Zion Lutheran Church in 1984. Ms. Klein wanted to re-merge the original family property as public open space. The District received the original 2.24-acre gift in the subdivision in 1994 (see report R-94-128 dated December 14, 1994). These current gifts total approximately 2.18 acres and will bring District ownership in the subdivision to a total of 6.31 acres out of the total 160 acres in the subdivision. 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 R-00-104 Page 2 The property is in the upper hillsides of the Herbert Creek watershed and has steep chaparral- covered slopes with Douglas fir scattered in the drainages. Views of Mt. Umunhum and Almaden Reservoir are possible from selected locations in the subdivision, and an existing fire road could provide a valuable trail in the future. USE AND MANAGEMENT PLAN Planning Considerations These properties are located in an unincorporated area of Santa Clara County near the southerly extent of the District boundaries. Adjacent property is rated as having moderate to high composite open space value in the District's Open Space Master Plan. The District's Regional Open Space Study shows a regional trail corridor running from north to south through this "paper" subdivision. These properties are important in terms of potential outdoor recreation, and strategic in positioning the District to assume stewardship responsibility for the balance of Hacienda Park from Santa Clara County. The County has indicated an interest in transferring their holdings in this subdivision to the District. Preliminary Use and Management Plan Recommendations Name: Name the properties as additions to the Mt. Umunhum area of Sierra Azul Open Space Preserve. Signs: Install preserve boundary signs where appropriate. Public Safety Review: There are no known hazards. Site Emphasis Designation: Conservation Management Unit(CMU); limited public access at this time. Dedication: Indicate your intention to withhold the properties from dedication as public open space at this time. CEOA DETERMINATION It has been concluded that this project will not have a significant effect on the environment. It is categorically exempt from CEQA(California Environmental Quality Act) under Article 19, Sections 15316, 15317, 15325, and 15061 as follows: 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. Section 15317 exempts the acceptance of fee interests in order to maintain the open space character of an area. II R-00-104 Page 3 Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. These acquisitions qualify under all three 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 The District is receiving two generous gifts of land totaling approximately 2.18 acres as additions to the Mt. Umunhum area of Sierra Azul Open Space Preserve. Since no title insurance has been obtained for past transactions in this area, any title work should be delayed until all, or nearly all, of the lots in the designated area are acquired by the District. Prepared by: Michael C. Williams, Real Property Representative Map prepared by: Ana Ruiz, Planning Technician Contact person: Michael C. Williams, Real Property Representative RESOLUTION NO. 00- 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 (SIERRA AZUL OPEN SPACE PRESERVE - LANDS OF BURNS FAMILY TRUST) 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, with gratitude, the gift of the real property described in Exhibit A, affixed hereto and by this reference made a part hereof, and to be conveyed by Gift Deed from the Bums Family Trust. Section Two. The President of the Board or other appropriate officer is authorized to execute a Certificate of Acceptance for said Gift Deed conveying title to the property being donated to the District. Section Three. The General Manager of the District shall cause to be given appropriate notice to the donors of the acceptance of this gift. The General Manager is further authorized to execute any and all other documents necessary to the closing of this transaction. RESOLUTION NO. 00- 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 (SIERRA AZUL OPEN SPACE PRESERVE - LANDS OF DOROTHY L. KLEIN) 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, with gratitude, the gift of the real property described in Exhibit A, affixed hereto and by this reference made a part hereof, and to be conveyed by Gift Deed from Dorothy L. Klein. Section Two. The President of the Board or other appropriate officer is authorized to execute a Certificate of Acceptance for said Gift Deed conveying title to the property being donated to the District. Section Three. The General Manager of the District shall cause to be given appropriate notice to the donors of the acceptance of this gift. The General Manager is further authorized to execute any and all other documents necessary to the closing of this transaction. i MIDPENINSULAAEGIONAL OPEN &ACE DISTRICT SANTA CLARA -� COUNTY i a Proposed Proposed Klein Gift Burns Trust Gift MROSD JbtER AZ L OP SPA E PR SERVE 1 ' I MROSD Santa Clara County N San Jose Water i Private MIDPENINSULA4kEGIONAL OPEN &ACE DISTRICT I - _ I Proposed Proposed Burns Trust Gift Klein Gift i� v i i ' I t i - I i 1 SIERRA AZUL !\ OPEN PACE PRESERVE S P SE VE �l Regional Open !, ice MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-00-107 Meeting 00-22 August 9, 2000 AGENDA ITEM 9 AGENDA ITEM Approval of Meritorious Pay Award for the District Controller AD HOC BOARD APPOINTEE EVALUATION COMMITTEE RECOMMENDATIONS 1. As a result of the Board's evaluation of the Controller's performance for Fiscal Year 1999-2000, the Ad Hoc Board Appointee Evaluation Committee recommends a meritorious pay award in the amount of$3,000. 2. Adopt the attached resolution granting a meritorious pay award totaling $3,000 for the District Controller. DISCUSSION The Board conducted its annual evaluation of the performance of Mike Foster, the District Controller, at its June 28, 2000 meeting. The Ad Hoc Board Appointee Evaluation Committee, composed of Directors Nitz (Chair), Cyr, and Crowder, was instructed to serve as the District's negotiator and was directed by the Board to meet with the Controller to review his compensation. The Controller's Employment Agreement provides that the Board may grant the Controller a meritorious pay award in an amount up to $3,000 based upon the Board's annual review of the Controller's performance. The Committee recommends, based on the Board's review of the Controller's performance during Fiscal Year 1999-2000, that a meritorious pay award in the amount of$3,000 be granted the Controller. This award is not a salary adjustment, but rather is granted as a one-time award in recognition of his performance during in Fiscal Year 1999-2000. The Board is very pleased with the Controller's overall performance during the past year. Significant accomplishments included: continued budget adherence to the 6% growth guideline, and significant responsibility for the success of the $28 million Midpeninsula Regional Open Space District Financing Authority Revenue Bonds, an additional public borrowing that improved cash flow, providing an additional $16 million for open space land acquisition. Submitted by: Ad Hoc General Manager Evaluation Committee (Directors Nitz, Cyr, and Crowder) Contact person: Director Kenneth C. Nitz :3.30 Distel Circle • Los Altos,CA 94022-1404 . Phone: 650-691-1200 FAX:650-691-0485 . E-mail: mrosd@openspace.or8 . Web site:www.openspace.org � Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr, Deane Little, Nonette Nanko,Betsy Crowder,Kenneth C. Nitz + General Manager:I.Craig Britton RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING A MERITORIOUS PAY AWARD FOR THE DISTRICT CONTROLLER WHEREAS, the Board of Directors of the Midpeninsula Regional Open Space District entered into an Agreement, dated August 23, 1995,with Michael Foster, employing him as the District's Controller; and WHEREAS, the Agreement provides for an annual performance review of the Controller's performance and an annual compensation review; and WHEREAS, the Board has completed its annual review; and WHEREAS, the Board,based on its annual review of the Controller's performance, desires to grant him a meritorious pay award of$3,000 in recognition of his meritorious performance during the previous year of service; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Midpeninsula Regional Open Space District does grant the Controller by adoption of this resolution a meritorious pay award in the amount of$3,000 over and above the Controller's salary in recognition of his extraordinary performance during Fiscal Year 1999-2000, which exceeded his regular and expected duties. Regional Open �, ice 1 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-00-109 Meeting 00-22 August 9, 2000 AGENDA ITEM 10 AGENDA ITEM Cancellation of August 23, 2000 Regular Meeting GENERAL MANAGER'S RECOMMEND I Cancel your August 23, 2000 Regular Meeting. DISCUSSION I recommend that you cancel the August 23, 2000 Regular Meeting because of an unusually small agenda and the anticipated absence of many key staff members due to approved vacations. Agenda items that would have been presented at the August 23, 2000 meeting have been placed on the August 9, 2000 agenda, or will be placed on the September 12, 2000 agenda. Prepared by: L. Craig Britton, General Manager Contact person: Same as above I 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 • Genera!Manager:L.Craig Britton Claims No. 00-14 Meeting 00-22 Date: August 09, 2000 Revised MIDPENINSULA REGIONAL OPEN SPACE DISTRICT # Amount Name Description 2263 400.00 Aaron's Septic Tank Service Sanitation Services 2264 96.10 Acme&Sons Sanitation Sanitation Services 2265 2,120.00 Benjamin Ananian, Consulting Archaeologists Sierra Azul-Archaeological Consultants 2266 14.66 AT&T Telephone Service 2267 291.61 Bailey's Uniform Boots 2268 2,647.90 BNY Western Trust Company Note Paying Agent Fees-1996 Rev. Bonds 2269 350.00 Bay Area Water Trucks Water Delivery Service 2270 140.00 Bruce Barton Pump Service, Inc. Pump Servicing 2271 2,500.00 *1 Big Creek Lumber Company Road Repair Contribution-BCR 2272 68.22 Board of Equalization Diesel Fuel Tax 2273 149.21 California Water Service Company Water Service 2274 55.35 Camino Medical Group Medical Service 2275 281.62 Cascade Fire Equipment Company Fire Safety Gear 2276 242.40 Compurun Network System Management 2277 50.86 Bunny Congdon Vehicle Expense 2278 252.49 Continuing Education of the Bar Resource Documents 2279 495.72 Costco Wholesale Office Supplies 2280 25.00 Jim Davis Automotive Vehicle Smog Check 2281 1,430.28 Mary de Beauvieres Trail Policy Project Consultant 2282 1,563.14 Design Concepts-Deborah Mills Graphic Designs 2283 5,000.00 Dill Design Group Sierra Azul-Historical Inventory 2284 438.90 Federal Express Express Mail Service 2285 1,270.67 Gardenland Power Equipment Field Supplies 2286 2,083.03 Sandra Gimbal Sommer, Landscape Architecture Storm Damage Repair Projects 2287 11,601.15 Harbor Printing Brochure Printing 2288 2,500.00 Stephanie Jensen Relocation Expenses 2289 175.20 Jobs Available, Inc. Recruitment Advertisement 2290 111.20 Los Altos Garbage Company Garbage Service 2291 447.61 Lucent Technologies Telephone Lease 2292 55.00 Magana's Building Maintenance Building Maintenance Service-Main Office 2293 183.03 Paul McKowan Reimbursement--Volunteer Supplies 2294 4,276.16 MetroMobileCommunications Radios&Annual Maintenance of all Radios 2295 9.81 National Interagency Fire Center Resource Document 2296 1,740.00 NRPA Pacific Service Center First Year Maintenance Management School- M. Newburn and C. Beckman 2297 199,000.00 Old Republic Title Company Williams Acquisition 2298 975,000.00 Old Republic Title Company Arlie&Company-Mellets Acquisition 2299 1,000.00 *2 Old Republic Title Company, Williams Acquisition Deposit 2300 763.05 *3 Orchard Supply Hardware Field Supplies 2301 388.50 Pacific Bell Telephone Service 2302 1,209.98 Pearson Automobile Company Vehicle Repairs 2303 151.56 *4 Peninsula Blueprint Printing Services 2304 869.44 PIP Printing Printing Services 2305 35.35 Precision Engravers Name Tag Engraving 2306 2,957.77 Rana Creek Habitat Restoration Grassland Management--Russian Ridge 2307 499.00 The Recorder Subscription Renewal 2308 1,036.86 Redwood General Tire Co., Inc. Tires 2309 1,279.82 Roy's Repair Service Vehicle Maintenance&Repairs 2310 60.00 Santa Clara Co. Dept. of Environmental Health Generator of Haz Mat Materials Permit Page 1 Claims No. 00-14 Meeting 00-22 Date: August 09, 2000 Revised MIDPENINSULA REGIONAL OPEN SPACE DISTRICT # Amount Name Description 2311 200.20 San Francisco Newspaper Agency • Subscription Renewal 2312 50.00 San Mateo Co. Special Districts Association Annual Membership 2313 160.00 Sequoia Analytical Water Testing Service 2314 61.50 Shute, Mihaly&Weinberger LLP Legal Service 2315 1,133.64 Steven W. Singer, M. S. Sierra Azul Inventory &Assessment Project 2316 42.71 Skywood Trading Post Fuel 2317 753.00 San Jose State University Foundation Internal Affairs Training-J. Kowaleski&2 Supervising Ranger Recruitment's 2318 295.35 Signs of the Times Signs 2319 202.20 Skyline County Water District Water Service 2320 1,200.00 Slaght Living Trust September Ranger Resident Rent 2321 1,225.83 Swanson Hydrology &Geomorphology Sierra Azul Hydrologic Assessment 2322 330.17 Summit Uniforms Uniforms 2323 290.00 Terminix Pest Control Service 2324 386.14 Therma Corp. HVAC Maintenance--Distel Building 2325 21,057.56 Thoit's Insurance Additional Insurance-Increased Limit 2326 584.53 Tooland, Inc. Field Supplies 2327 2,833.58 United Rentals Brushing Tractor Rental 2328 103.00 Verio/Best Internet Internet Provider-Field Offices 2329 36.34 Verizon Pager Service 2330 156.00 Doug Vu Vehicle Expense 2331 1,101.48 West Group Payment Center Legal On-Line Services 2332 200.00 Woodside&Portola Private Patrol Windy Hill Parking Lot Patrol Services 2333R 1,281.03 Roy's Repair Service Vehicle Maintenance&Repair 2334R 264.48 Petty Cash Volunteer Event Supplies, Vehicle Expense and Field Supplies In the event the Agenda Item is not approved, this claim will not be processed. *1 Urgent Check issued July 28, 2000 *2 Urgent Check issued July 28, 2000 *3 Urgent Check issued July 26, 2000 *4 Urgent Check issued August 2, 2000 Total 1,261,266.39 Page 2 Claims No. 00-14 Meeting 00-22 Date: August 09, 2000 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT # Amount Name Description 2263 400.00 Aaron's Septic Tank Service Sanitation Services 2264 96.10 Acme&Sons Sanitation Sanitation Services 2265 2,120.00 Benjamin Ananian, Consulting Archaeologists Sierra Azul-Archaeological Consultants 2266 14.66 AT&T Telephone Service 2267 291.61 Bailey's Uniform Boots 2268 2,647.90 BNY Western Trust Company Note Paying Agent Fees-1996 Rev. Bonds 2269 350.00 Bay Area Water Trucks Water Delivery Service 2270 140.00 Bruce Barton Pump Service, Inc. Pump Servicing 2271 2,500.00 *1 Big Creek Lumber Company Road Repair Contribution-BCR 2272 68.22 Board of Equalization Diesel Fuel Tax 2273 149.21 California Water Service Company Water Service 2274 55.35 Camino Medical Group Medical Service 2275 281.62 Cascade Fire Equipment Company Fire Safety Gear 2276 242.40 Compurun Network System Management 2277 50.86 Bunny Congdon Vehicle Expense 2278 252.49 Continuing Education of the Bar Resource Documents 2279 495.72 Costco Wholesale Office Supplies 2280 25.00 Jim Davis Automotive Vehicle Smog Check 2281 1,430.28 Mary de Beauvieres Trail Policy Project Consultant 2282 1,563.14 Design Concepts-Deborah Mills Graphic Designs 2283 5,000.00 Dill Design Group Sierra Azul-Historical Inventory 2284 438.90 Federal Express Express Mail Service 2285 1,270.67 Gardeniand Power Equipment Field Supplies 2286 2,083.03 Sandra Gimbal Sommer, Landscape Architecture Storm Damage Repair Projects 2287 11,601.15 Harbor Printing Brochure Printing 2288 2,500.00 Stephanie Jensen Relocation Expenses 2289 175.20 Jobs Available, Inc. Recruitment Advertisement 2290 111.20 Los Altos Garbage Company Garbage Service 2291 447.61 Lucent Technologies Telephone Lease 2292 55.00 Magana's Building Maintenance Building Maintenance Service-Main Office 2293 183.03 Paul McKowan Reimbursement--Volunteer Supplies 2294 4,276.16 MetroMobileCommunications Radios&Annual Maintenance of all Radios 2295 9.81 National Interagency Fire Center Resource Document 2296 1,740.00 NRPA Pacific Service Center First Year Maintenance Management School- M. Newburn and C. Beckman 2297 199,000.00 *** Old Republic Title Company Williams Acquisition 2298 975,000.00 *** Old Republic Title Company Arlie&Company-Mellets Acquisition 2299 1,000.00 *2 Old Republic Title Company Williams Acquisition Deposit osit 2300 763.05 *3 Orchard Supply Hardware Field Supplies 2301 388.50 Pacific Bell Telephone Service 2302 1,209.98 Pearson Automobile Company Vehicle Repairs 2303 151.56 *4 Peninsula Blueprint Printing Services 2304 869.44 PIP Printing Printing Services 2305 35.35 Precision Engravers Name Tag Engraving 2306 2,957.77 Rana Creek Habitat Restoration Grassland Management--Russian Ridge 2307 499.00 The Recorder Subscription Renewal 2308 1,036.86 Redwood General Tire Co., Inc. Tires 2309 1,279.82 Roy's Repair Service Vehicle Maintenance&Repairs 2310 60.00 Santa Clara Co. Dept. of Environmental Health Generator of Haz Mat Materials Permit Page 1 (Continued) r Claims No. 00-14 Meeting 00-22 Date: August 09, 2000 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT t# Amount Name Description 2311 200.20 San Francisco Newspaper Agency Subscription Renewal 2312 50.00 San Mateo Co. Special Districts Association Annual Membership I 2313 160.00 Sequoia Analytical Water Testing Service 2314 61.50 Shute, Mihaly&Weinberger LLP Legal Service 2315 1,133.64 Steven W. Singer, M. S. Sierra Azul Inventory &Assessment Project 2316 42.71 Skywood Trading Post Fuel 2317 753.00 San Jose State University Foundation Internal Affairs Training-J. Kowaleski&2 Supervising Ranger Recruitment's 2318 295.35 Signs of the Times Signs 2319 202.20 Skyline County Water District Water Service 2320 1,200.00 Slaght Living Trust September Ranger Resident Rent 2321 1,225.83 Swanson Hydrology &Geomorphology Sierra Azul Hydrologic Assessment 2322 330.17 Summit Uniforms Uniforms 2323 290.00 Terminix Pest Control Service 2324 386.14 Therma Corp. HVAC Maintenance--Distel Building 2325 21,057.56 Thoit's Insurance Additional Insurance-Increased Limit 2326 584.53 Tooland, Inc. Field Supplies 2327 2,833.58 United Rentals Brushing Tractor Rental 2328 103.00 Verio/Best Internet Internet Provider-Field Offices 2329 36.34 Verizon Pager Service 2330 156.00 Doug Vu Vehicle Expense 2331 1,101.48 West Group Payment Center Legal On-Line Services 2332 200.00 Woodside&Portola Private Patrol Windy Hill Parking Lot Patrol Services *** In the event the Agenda Item is not approved, this claim will not be processed. *1 Urgent Check issued July 28, 2000 *2 Urgent Check issued July 28, 2000 *3 Urgent Check issued July 26, 2000 *4 Urgent Check issued August 2, 2000 Total 1,259,720.88 I Page 2 (Continued) i i Regional Open S ce d MIDPENINSULA REGIONAL OPEN SPACE DISTRICT To: Board of Directors From: L. Craig Britton, General Manager Date: August 9, 2000 Re: FYI's 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,Nanette Nanko,Betsy Crowder,Kenneth C.Nitz •General Manager:L.Craig Britton Regional Open S, .ce MIDPENINSULA REGIONAL OPEN SPACE DISTRICT July 25, 2000 To: J. Escobar From: J. Isaacs, K. Hart , Subject: Proposed refundable deposit charge for resource management permits, as discussed at the July 20 Operations Meeting Each resource management permittee is required to agree to various conditions and to sign their permit. They all must agree to turn in the results of their study to the District upon completion of their work. The results from these studies are important to the resource management program because they provide valuable information on species distribution; habitat conditions and management techniques that help the District better manage the natural resources. In order to track status,resource management permits have been entered on the computer since 1995. Kathleen recently converted the information into an Access database. The database report shows that even after the follow-up letters and phone calls, the return rate on results for the closed permits was 50%. Currently, of 20 completed permits 19 have overdue reports. This is a return rate of 5%prior to staff spending time on follow-up calls and letters. To encourage compliance with the conditions of the permit we propose charging a refundable deposit of$100. The District would cash the check and deposit the money before the permit became valid. Upon receipt of the completed report (nature of report and date due to be negotiated and included on the permit), the permittee would be refunded their$100. This deposit would be required from people working for other agencies and from students at senior thesis level and above. Generating (and sometimes supervising)resource management permits takes staff time. A $100 reminder for fulfilling permit requirements will aid the District in collecting the information it needs to becomes better stewards of the land and to set priorities for future work. cc. S. Schectman B. Congdon (0 ' 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 Page I of I Krist! Webb From: <HackfordN@aol.com> To: <mrosd@openspace.org> Sent: Tuesday, August 08, 2000 12:42 PM Subject: Fremont Older Trail Closure Attention Director Mary C. Davey; I called (and was told to provide written complaint) to express my concern over closure of a perfectly good fire road to bicycles. At Fremont Older I saw the park employees putting up a new sign to close the fire road exit to the Fremont Older home on Prospect Ave. The alternative is to go down the single track Corey Older trail. It is a nice trail, but not as safe for hikers or bikers when less skilled bikers are forced to take this trail instead of the wider and better maintained fire road to the Fremont Older home. Less skilled bicyclist can include children, elderly, or just out of shape people who enjoy seeing the open space on their bicycles. Closing this fire road makes it more difficult, if not impossible, for this group of people to have bicycle access to Fremont Older. Since Fremont Older is close to residential areas, every effort should be made to keep the park open to a wider array of residents. Closure of this fire road to bicyclists does not make common sense. Please reopen this fire road to bicyclist. I would appreciate a response on when the fire road will be opened, or the reason it has been closed. Please call if you wish to discuss this further. thanks, Norm Hackford (408 257-9226) 8/8/00 WASHINGTON OFFICE COMMITTEE ON COMMERCE 205 CANNON BUILDING SUBCOMMITTEES: WASHINGTON, DC 20515-0514 Anna (S, Eabov TELECOMMUNICATIONS,TRADE,AND (202)225-8104 CONSUMER PROTECTION FAX(202)225-8890 140 19istrirt, Talifornia HEALTH AND ENVIRONMENT http://www.house.gov/eshoo WHIP AT LARGE TII1� rEa IIfEltt#PbtttPs CO-CHAIR DISTRICT OFFICE liDnBe of Representatives MEDICAL TECHNOLOGY CAUCUS 698 EMERSON STREET 7p'�t VICE-CHAIR PALO ALTO, CA 94301 Ifasbington, BIT Z0515-0514 DEMOCRATIC BUDGET GROUP (650)323-2984 CO-CHAIR 1408)245-2339 DEMOCRATIC ADVISORY GROUP FAX(650)323-34% ON HIGH TECHNOLOGY August 2, 2000 Mr. CraigBritton, General Manager D E E 0 V g Midpeninsula Regional Open Space District 330 Distel Circle AUG 7 2000 Los Altos, California 94022 MIDPENINSULA REGIONAL OPEN Dear Mr. Britton, SPACE DISTRICT Knowing of your interest and advocacy for protecting our environment, I'd like to take a moment to tell you about some of my work this year in the Congress: • I'm proud to have reintroduced the Act to Save America's Forests which will protect native biodiversity on federal forest lands. The Act to Save America's Forests is a dramatic and bold change in direction in how we as a nation protect and treat our public lands. This legislation will end clearcut logging,promote more environmentally friendly and economically sustainable logging, and provide strong protection to the last remaining core areas of forest biodiversity in the United States. I shall continue to work to see that this important measure is approved by the full House. • Full funding for the Land and Water Conservation Fund (LWCF) continues to be a top priority of mine. As you know, Congress created the LWCF in 1964 to preserve and protect public lands. Over the past 35 years the Fund has helped to preserve nearly 7 million acres, including the Redwood National Park in California. • As a co-sponsor of H.R. 701, the Conservation and Reinvestment Act, I'm very pleased that the full House overwhelmingly passed H.R. 701 on May 11`h. This landmark legislation will boost important coastal restoration, wildlife recovery and parkland renewal funds by $2.8 billion annually, including full and permanent funding for the Land and Water Conservation Fund (LWCF). The Conservation and Reinvestment Act would finally provide the resources needed for some of our most important land-protection programs, including the Urban Parks Recreation and Recovery Program and open-space protection programs. • I recently requested through a letter to the Appropriations Committee, full funding of the LWCF this year. We shouldn't have to wait until the Conservation and THIS STATIONERY PRINTED ON PAPER MADE OF RECYCLED FIBERS THIS MAILING WAS PREPARED, PUBLISHED,AND MAILED AT TAXPAYER EXPENSE Reinvestment Act becomes law to invest in the protection of important environmental areas. • On the endangered species front, I've sent numerous letters to the President in support of increased funding for salmon recovery on the West Coast. As you may know, West Coast salmon levels have declined to only 10-15% of what they were in the 1800's. These declines have hurt the economies of fishing-dependent coastal and rural inland communities throughout Northern California. Over twenty distinct species of salmon have been declared threatened or endangered because of decreasing populations caused by clearcutting and logging around streams, human development, decreased water quality, and loss of habitat from dams and water withdrawals. I'm happy to report that our efforts last year were successful with over$58 million being included in the budget. • MTBE contamination caused by the gasoline additive methyl tertiary butyl ether (MTBE) is an"issue I've been both disturbed about and have been working on. I'm working to pass H.R. 11 which would allow California to stop using MTBE without sacrificing any air quality achievements. With over 10,000 groundwater sites in California having detectable levels of MTBE, we can't take our drinking water for granted. H.R. 11 has passed the House Commerce Subcommittee on Health and the Environment, which I'm a member of. It's important that the Congress pass this important bill so California can continue making progress on water contamination caused by MTBE in a cost-effective and timely manner. • I continue to rail and vote against anti-environmental riders attached to the budget. I'm happy to report that last year we were successful in fighting back these misguided riders. Many of us stood firm at every turn to oppose this backdoor method of legislating and the President followed through on his veto threats where needed. In the end, the Republican majority relented by taking out or significantly weakening the worst of the anti-environmental riders in the budget. I'll continue to fight against efforts to weaken protections we now have. Do continue to inform me on issues you care about. I always need and welcome the benefit of your thoughts and ideas and if you have any questions or comments on the above, let me hear from you. Sincerely, Ann hoo ember of Congress Regional Open ,., ace ---------------- MIDPENINSULA REGIONAL OPEN SPACE DISTRICT To: Board of Directors From: L. Craig Britton, General Mana e Date: August 4, 2000 RE: FYI's 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 q Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,Deane Little,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz • General Manager:L.Craig Britton i Re tonal Open 5 ce MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Memorandum August 2, 2000 To: Craig C a Britton General Manager 9 � 9 From: Paul McKowan, Volunteer Coordinator Subject: Volunteer Trail Patrol Activity Summary From: 4/1/00 To: 6/30/00 i i VIOLATIONS OBSERVED 4 PRESERVES TOTAL PATROL HOURS Coal Creek (28) 1 1 EI Corte de Madera (10) Foothills (1) Fremont Older (49) 1 1 2 La Honda Creek (9) Long Ridge (21) 2 2 4 Los Trancos (2) Monte Bello (30) 2 2 M.B. Picchetti (4) Pulgas Ridge (22) Purisima Creek (8) Rancho (315) 2 2 Ravenswood (1) Russian Ridge (45) 1 1 1 1 4 Saratoga Gap (5) Sierra Azul (10) Skyline Ridge (34) St. Joseph's Hill (4) 4 2 6 Thornewood (4) Windy Hill (54) 1 2 3 TOTAL VIOATIONS 3 10 4 6 1 24 PER VIOLATION TYPE PERCENTAGE OF 12% 42% 17% 25% 4% 100% TOTAL VIOLATIONS* Total Violations Observed: 24 Total Patrol Hours: 656 Average Patrol Hours Per Week: 51 *Violations of this type as a percentage of the total number of violations observed I i INTEROFFICE MEMORANDUM July 19, 2000 TO: C. Britton, General Manger FROM: G. Baillie, Management Analyst SUBJECT: MONTHLY FIELD ACTIVITY SUMMARY Month June Year 2000 VIOLATIONS CITES TOTALS CRIMES TOTALS Bicycles Resisting peace officer 1 Closed area 12 12 Speed 6 8 Helmet 12 22 ACCIDENTS/INCIDENTS Night-riding 0 0 Bicycle accident 3 Unsafe operation 0 0 Jogger 1 Dogs Search & Rescue 1 Prohibited area 3 7 Air evacuation 1 Off-leash 2 4 Other first-aid 1 Off-road vehicles 0 1 Closed area 0 0 After hours 3 24 ENFORCEMENT Fishing 0 2 Parking citations 15 Vandalism 0 14 Other citations 38 Parking 12 22 Written warnings 61 Parking after hours 3 11 Arrests 0 Dumping/littering 0 0 Police assistance 1 Campfires 0 0 Camping 0 0 Weapons MUTUAL AID Actual contact 0 0 Fire 2 Report only 0 0 Accident 9 Evidence of 0 1 Law Enforcement 4 Unauthorized trail construction 0 0 Landing Zone 0 Filming w/out permit 0 1 Group use w/out permit 0 1 Tree cutting 0 1 Alcohol w/out picnic 0 1 Skating 0 1 SUMMARIES OF SIGNIFICANT INCIDENTS June 4 A commercial film production event occurred without a permit at the closed former air force base in Sierra Azul. Gates and buildings were found open in the area. Handguns and automatic rifles firing blanks were used. A fixed wing aircraft was used. Weapons were fired from the ground and the plane. The plane also set off a smoke discharge device. The follow-up is being handled by District staff, in cooperation with San Jose PD. T. Randall, K. Carlson. June 9 Six juveniles and two adults were issued citations for riding bicycles on a closed trail in a restored area of El Corte de Madera OSP. The trail was formerly known as `Nosebreak.' B. Malone, B. Downing. June 14 An 18" mature madrone tree was cut down with an axe. No wood was taken and it appears the felling was done simply for the experience. G. Kern, B. Malone. June 14 A woman was issued a citation for dog-off-leash at Windy Hill. She was uncooperative. B. Malone. June 17 A directional sign at Monte Bello OSP was discovered with eight holes, that had gone completely through the sign. A shotgun was apparently used. T. Randall, B. Downing. June 20 Evidence of breaking and entering, along with vandalism, was discovered by J. Smith in the Mt. Umunhurn Area of Sierra Azul. Eleven buildings were entered by kicking doors, breaking hasps, or by ripping doors off the hinges. Patrol has been increased in the area. June 20 Two women who were off trail taking a shortcut became stuck on a steep hillside in St. Joseph's Hill OSP. A high-angle rescue response was requested. County rangers and J. Smith prepared for a technical rescue. One visitor managed to rescue herself and the other was helped off the hillside by a citizen and a County ranger. June 24 J. Smith received a radio report of three trespassers in Sierra Azul at the top of Mt. Umunhum. He responded to the area and met with a county Deputy Sheriff. They checked the area and were unable to locate anyone. June. 28 An unauthorized off-road vehicle was heard in Monte Bello at approximately 1:30 a.m. by the resident ranger. She checked the area but was unable to locate the vehicle. L. Paterson. Vandalism: June 2 Graffiti was painted on signs in Sierra Azul. June 3 Preserve hours sign at Russian Ridge lot defaced. June 5 A fence was broken in Sierra Azul. June 8 A culvert was tagged in Rancho San Antonio. June 9 Split rail fence damaged by car at Monte Bello lot. June 9 A District gate chain was cut to gain access in Sierra Azul. June 10 Two signs were tagged in Sierra Azul. June 12 "No Bikes" sign at Long Ridge OSP defaced. June 16 A District lock was cut to gain access in Sierra Azul. June 21 Two signs were stolen from Bear Creek Redwoods. June 25 A wire fence was cut in Sierra Azul. June 25 Graffiti, possibly associated with satanic worship, was painted on a road in Sierra Azul. Page 1 of 1 Kristi Webb From: Cindy Pitt <lcpitt@mindspring.com> To: Craig Britton <mrosd@openspace.org> Sent: Tuesday, July 25, 2000 7:37 PM Subject: Purchase lands of the Russian Convent Please forward this to the District's Board of Directors. I would like to lend my support to the purchase of the Russian Convent land on Skyline Blvd. This was part of the District's original plan and any further delay would only increase the cost. Sincerely, Lee Pitt, 12520 Skyline Blvd., Woodside 7/26/aa July 5, 2000 FRJ r�_�L ._ J E Board of Directors U L 2 0 2000 Mid-Peninsula Regional Open Space District L_ 330 Distel Circle MIDPENINSULA REGIONAL OPEN Los Altos, CA 94022-1404 Sr�CE DISTRICT Attention: Mary C. Davey Dear Directors, Forgive us for butchering your mission statement but it addresses so aptly what we wish to request: that the District Board of Directors urge the Stanford Board of Trustees to preserve 1,100 acres of the Stanford Hills (formerly known as Cow Hill, now as The Dish) in perpetuity as the urban open space park it has functioned as for decades,to protect and restore the natural environment;to keep it open to a sensitive public, providing paths and running trail systems for their use. In addition, is it an impossible dream to request that you consider, if all else fails, buying this land from Stanford—assuming they would be willing to sell? We have presented the enclosed document to Joe Simitian and Sarah Jones of the Santa Clara County Planning Office. We include consideration of aspects of the Hills situation without discussing the dog issue that others are addressing. We thank you for the earnest attention you have given this crucial issue. Sincerely, Nancy McDonald Lowe 2338 Amherst St. Palo Alto, CA 94306-1208 650-857-0676 Mora Dewey 788 Stern Ave. Palo Alto, CA 94303 650-493-1852 cc: Peter Drekmeier, Stanford Open Space Alliance Denice Dade, Committee for Green Foothills July 5, 2000 Supervisor Joe Simitian 70 W. Hedding St. 10' Floor San Jose, CA 95110 Dear Supervisor Simitian, We are petitioning,you, as a representative of the citizens of Santa Clara County, to preserve open public access, within ecologically sensitive guidelines, to the Foothills Area of Stanford University's land in the Stanford Hills. Stanford University has been granted a multitude of building permits by the county over many decades. Its extensive growth and development have contributed hugely to community constraints and restrictions, as well as environmental problems (see attached document). Shouldn't there be some kind of trade-off, whereby Stanford gives something back to the public in exchange for so much academic and for-profit development? There is already a local precedent of corporations, such as Cisco, setting aside property as publicly accessible open space to mitigate the impact of their development, Since Stanford has been allowed to build so freely, we urge that unrestricted public access to the remaining acreage of the Foothills Area be maintained to offset, in part, the effects of this development. In the accompanying document we consider the Hills situation without including the dog issue that others are addressing. We are also sending, on loan, a log of newspaper clippings, which presents a good overview of public opinion on the issue and includes some relevant material about the traffic and housing problems in the area as well. Please give this subject close scrutiny, keeping the best interest of all your constituents in your mind and heart. After all, who represents the public if you don't? Sincerely, Nancy McDonald Lowe Mora Dewey 2338 Amherst St. 788 Stern Ave. Palo Alto, CA 94306-1208 Palo Alto, CA 94303 650-857-0676 650-493-1852 II On Public Access to the Stanford Foothills/Lathrop Area This document has been prepared by two long-time Palo Alto residents, both users (perhaps abusers?) of the Stanford Hills, lovers of the land, involved community members, and Stanford graduates, It is our intention to bear witness to the role this land has played in the community over decades and the use/abuse it has withstood, to offer testimony in response to Stanford's charges of public despoiling, and to urge that action be taken to preserve this land as an urban open space park as it has functioned for so many years. (I)Local residents need access to a variety of trails and hilly paths in the Foothills area (not just a single paved loop)for physical, mental and spiritual health and well-being. No other nearby area is available to meet these needs. (a) We need access to these trails and paths, during the day, night, and pre-dawn. For many of us, the steep slope rising above Stanford Avenue ("Cardiac IEII") and the soft-impact paths where we walk and run regularly provide outdoor physical benefits unavailable anywhere else in the area. The hill benefits the cardiovascular system, the paths the musculo/skeletal system. For us, the hill and paths are irreplaceable. We need to breathe above the smog, away from the hydrocarbons, or go up of an evening after sunset to cool; many of us love to run there before dawn, before work. Some work hours that require access to the hills before dawn or after sunset. We need the respite of these hills for our mental health. Being able to walk there in privacy, or to have the kind of deep conversation with a friend that walking nurtures, refreshes us, opens us. Spiritually, we go to walk in meditation, to be in silence, to drop down from our minds into our hearts, (b) No other park, no other open space fulfills these needs as do the Stanford Hills. Many people haven't the time to travel to any other open space. As close as it is to the city, this urban open space park offers quiet and aloneness along the many adapted cattle and vehicle tire paths and trails. It offers privacy, Stillness. Height. It offers perspective. Where else can one get an almost immediate big picture of the valley in which we were so embroiled minutes before? It offers excellent physical benefits unmatched and less accessible elsewhere. We have in this area an available urban open space park close in to the city (like Hampstead Heath in London)which is open early, late, along the paths, to painters, novelists, essayists, mystics, the healing, the grieving, philosophers, those in dialogue, in friendship, families, all the lovers of life who live and work in the mid-peninsula who, confined and constricted by corporate growth, come for refuge. This isn't an open space miles from neighborhoods and work places, it is close in; and therefore, unlike those open spaces further away, it's being available at all hours is tremendously important for late walkers, early runners, and stargazers. t (2) Stanford's effect on human habitat contributes to these intense needs If, as has been pointed out in the Palo Alto Weekly, Stanford takes credit for the boom in Silicon Valley, it must also take some of the responsibility for the valley's problems—the immense habitat destruction in the mid-peninsula and south. Consider the following examples of habitat destruction: (a) Daytime population density The daytime population density of Stanford is already 38% higher than in Palo Alto, will soon be 50% higher; (b) Pollution -Thousands of automobile trips are made each day to and from the campus, to and from the industrial park, to and from the shopping center by out-of-town and local employees, students, shoppers, sports fans, conference goers, cultural event supporters, (ubiquitous) visitors, and more. Resulting hydrocarbons mixed with emissions from the industrial park, form smog, become a layer of household dirt deposit. Air pollution has been linked to respiratory illness clusters and endocrine disturbances. -The wide use of chlorinated solvents by industries in the Industrial Park, Round Up herbicide used on campus and in green belts behind the residential areas. -Three superfund sites on Stanford land-23 on Stanford-catalyzed industrial land in the Valley. -Toxic underground plumes from Stanford Industrial Park threatening two Palo Alto neighborhoods. -Fouled wells, toxins seeping into ground water, aquifers. -Pollution alerts; yellow brown smog enveloping the Valley. Overdevelopment Development of fields and orchards surrounding Stanford and College Terrace neighborhoods. (d) Traffic Massive traffic congestion all over the Valley, with accompanying hydrocarbon emissions. (See article in clipping book on traffic congestion increase projected to occur with Stanford's planned new campus development.) N (e) Acute housing crisis Housing scarcity, pricing beyond the means of many residents and community employees, forcing fhrther commutes, since many who work here can't afford to live here. i (f) Ubiquitous pressure We pay to attend sports events, pay to shop at the Stanford Mall, pay to get a Stanford library card, pay to attend cultural events at Stanford. There is little given to us by Stanford in exchange for the reduced quality of life. This area has been deeply affected by Stanford growth. For many, it has become impossible to live here. I I (3) Stanford's representation of its stewardship of the hills "Increased use of this area by the public for recreational hiking and jogging off paved service roads have over time despoiled the environment and caused erosion of the hillsides" —Stanford University President Gerhard Casper, 5/2/00 This is unsubstantiated case building. There has been little Stanford stewardship of the hills. In addition, there is no evidence that it is the public that has "despoiled" the hills. This is much too strong a statement. The Conservation Biology people at Stanford University could not tell me where or how or even if the public has despoiled the hills, wiped out the ecosystem, except for loss of ground cover and mouse hole erosion on Cardiac Hill and some widening of paths. They could not answer my question. Actually, decades of intense grazing on both sides of the hill by cattle from Piers Dairy has wiped out much of the natural ecosystem up there. Recently, Magic was contracted to plant oak trees, as seedlings have been massively destroyed by grazing cattle, for which Stanford collects revenue. We spoke to a tree expert and amateur nurseryman, Marc Franklin, who pointed out that the oaks in these hills are under tremendous stress.He said they should be growing in groves, creating their own mini-climates and ecosystems. They should grow as oak forests, not scattered here and there as they are now. He also believes the oak tree planting contracted to Magic is completely inadequate, Stanford has neglected the hills except for paving service roads, and removing 50,000 cubic yards of dirt to build a water holding tank; except for having five or so mostly dilapidated radar screens and research facilities, and for plowing and mowing wide fire breaks (where trucks have made deep trenches in wet fields, leaving large visible scars); except for the poisoning of ground squirrels. Apparently, according to Carol Boggs of the Conservation Biology Department at Stanford, aerial photographs have shown 20 miles of trails on the 1,100 acres under discussion. As I understand it, this includes service roads. I question this finding, as many of these so-called trails are cow paths and truck tracks, lightly (if at all) used by humans. Using this highly questionable figure of 20 miles of trails, Carol found the Dish area had two to three times more trail density than other Bay Area open spaces, However, this is comparing arin apples to oranges- the hills are not an open ace area. There are g p p too many asphalt service roads, too many dilapidated research structures, too much vehicle use, too much grazing and too much � la construction. It's too urban to qualify as an open space area. There is no model yet for determining the optimum trail density of what we have termed an urban, open space park, which is how this land has been used for years. Surprisingly, a few decades ago, a kinder, gentler Stanford actually encouraged use of trails 4'off paved service roads" by marking trail heads with wooden posts painted with arrows, erected for that purpose. These markings have faded, and many of the posts have recently strangely disappeared, but there are still Stanford maps at the entrances showing a variety of trails. I I I We need an objective expert in resource management/ecology to look over the area, walk the cow paths. We need to know what the impact of hikers and joggers has actually been. How the impact has affected the ecosystems. My observation is that the effect has been negligible. Stanford Land Management has not responded to public pleas tosteward the land, to put up poop bag dispensers for dogs at the entrances, to preventively maintain Cardiac Hill, or to encourage anyone else to do so. Private citizens have gone out and dug trenches on Cardiac Hill to catch the rain and offset the intersecting mouse hole tunnels that carry water down hill. This has happened over several winters, again and again. (4) What is wrong with Stanford's new rules? They appear arbitrary. They severely restrict public access to the hills. The new restrictions confine hikers and runners to a 4-mile asphalt loop. These restrictions appear to be arbitrary. Carol Boggs, of Stanford's Conservation Biology Dept., wondered why the restriction is to 4 miles of trail. Why not 8 miles? Why not 12 miles? We wonder where is an expert in resource management's study showing that public use has significantly damaged the ecology? How is it that Mount Tamalpais and the Marin Headlands have sustained over a century of public use on non-paved, small trails without the kind of damage Stanford alleges? Bay Area Open Spaces cannot be considered comparable models as this Dish Area is not an open space but a close-in urban open space park like Hampstead Heath in London, which is similarly urban, four miles from the center of the city. Hampstead Heath has been highly successful in allowing public use while maintaining ecological integrity. Is Stanford attempting to lay groundwork for a future legal argument by restricting public use to service roads only? Is Stanford attempting to reduce public reaction to future development of the hills by reducing public access at this point in time? All of the natural thread-like former cow trails or truck tracks will be closed to the public except where a path is needed to access the asphalt loop. No more the sweet variation of trails. No longer will it be possible to go on either sloping path or challengingly steep hill, nor to choose a shaded way. No conversation with a friend can inspire a particular route. Privacy is over and for the most part, on this public concourse, silence will be gone. Walkers and runners will now exercise daily on a high impact surface much less hospitable to the body. Depriving the public of most of the 1,100 acres will result in meadows of wild flowers without human eyes to see them, or painters to paint them. Communication that occurs between humans and other species in great quiet and stillness will be truncated. What a loss for them both. The public, in whose trust the land is best kept, as the Sierra Club says, will no longer be able to protect it. No more labyrinth. A grace is gone from all of our lives. ti I i (5) Stanford's Priorities It is still not clear that Stanford does not have plans to build in the Cow Hill/ Dish Area. Some years ago they wanted to put the Reagan Library with a 400 person auditorium up there and only the backers pulling out, as I understand it, prevented them. The fact that for years the land has served the public as a neglected urban open space park with a path network left over from cow trails and vehicle tracks may have far-reaching legal implications based, as I understand it, on English common law. This may be a factor in cutting off public access to these paths and calling the asphalt loop "service roads". Lawyers may be behind more of this than meets the eye. According to people we talked to at Stanford's Center for Conservation Biology, the public's huge need to access the paths in the Stanford Hills is not a Stanford priority. This may be an understatement. According to them, Stanford's priorities area as follows: 1. To get the Federal Government off their back by meeting or disputing the relevance of the requirements of the Endangered Species Act for the Red Legged Frog, the Tiger Salamander and the Steel Head Trout, 2. To use the land for academic purposes. Stanford invokes its Founding Grant, saying its lands must be used for academic purposes. How do the shopping mall and industrial park fulfill academic purposes? Much of the Foothills Area was purchased after the Founding Grant; is this land subject to its conditions? 3. To evade the control of the Santa Clara Board of Supervisors. 4. To influence the public on Stanford's behalf through their public relations staff. i (6) Questions raised by Stanford's restrictions Has increased human presence in the Stanford Hills actually resulted in significant environmental damage? Or in any damage at all? What has been the extent and nature of the actual damage? Our guess is that it is minimal. What is responsible for there being no viable natural ecosystem in the Stanford Cow Hill or Dish Area? Is it decades of grazing? Is it neglect that has allowed non-native species to take over? 1s a public presence, hiking or running on paths in the hills, an asset? What public behavior is a liability? Is it true, what a leader of the Native Plant Society says, that people on paths are harmless? As frequent visitors to these hills for the last 20 years, we have rarely seen people off the trails, cow paths, vehicle tire tracks, or asphalt. What density of paths, trails, and asphalt roads can 1,100+ acres of urban open space park sustain while allowing sensitive restoration of ecosystem and native fauna? Is there a model for an urban open space park close in to the center of a city that demonstrates stewardship compatible with public use? i Can Stanford create such an environmental crisis on one hand in the mid-peninsula area, and not be responsible, on the other hand, for providing respite for a stressed and constricted public? For not responding to the incredible diverse need for an urban open space ark within reach of the people e P P p P P it has most impacted? Perhaps Stanford would like to cast blame for these problems. Isn't the public a good target? F (7) Contradictions, Possibilities Question: Isn't it a contradiction to have technological research installations co-exist with a proposed ecological preserve? Possibility: Couldn't a running trail similar to the running trails along Campus Drive (oil the campus)—trails with soft, natural surfaces—be built up Cardiac hill, the steep rise above Stanford Avenue which is such a physical fitness treasure to the community? Possibility Couldn't a rich biological area co-exist with an urban open space park with soft running paths, soft natural walking paths and trails of a diverse variety and extensive scope? Possibility: Can we find a model of a successful urban open space park?Is it possible to think outside of just the conservation biology box? Or the academic box? Or the bottom-line box—which, I have heard, is Stanford Land Management Corporation's box? Or the corporate box?None of these boxes is complete. Each distorts, including mine. What perspective embraces the good of the entire area and its people? (8) "Unapproved Structures"1 Public Art We challenge Stanford or Palo Alto to find a piece of public art that boasts the same level of public participation and joy as the huge cairn (heap of rocks used as a memorial or trail marker) turned labyrinth on the top of the steep hill above Stanford Avenue, In Stanford's new restrictions they vow to get rid of all "unapproved structures". They mean, besides the labyrinth, 3 other cairns and a tree house and perhaps a marvelous swing or two. The stories of the labyrinth and the cairns need to be told. The public interaction with them has to be seen, has to be enjoyed. A former graduate student in Art at Stanford collected stones, regathering them after they had been tossed apart, for four years, until, achieving a cairn'five feet high she surrendered her attachment and with her son went to start a cairn on the next most powerful spot on Cow Hill (as we called it then), on the promontory above the red shale quarry (what about that, by the way, for environmental despoiling—the quarry, I mean?) and some mysterious person started one opposite hers. In the meantime, bringing a stone up to the cairn became a regular ritual for people walking up Cardiac Hill. We were involved with public art and we saw it used as a jungle gym for children. We saw it made into stone words, Christian symbols, and back to a cairn with a Zen-like spire. Then there was a Chartres labyrinth that appeared one Thanksgiving. It was small and it became a cairn again, but about two years ago a large people-sized labyrinth appeared—another mother and son created it, and it lasted. Yes, it went through the vicissitudes of public art—real public art. For a brief period it had impossibly delicate spires; for a while the stones had shadow words written on them like"anger" and "fear", but these disappeared. Now lovely new words are there. Public art—the three other cairns, one in an oak grove, now the home of lizards—is the most innocent pleasure, with an uncontrollable life of its own. The structures rise and fall only to rise again. The stones belong there. i The tree house I only saw once. It was old. One of the swings is new and beautiful. It is sad to me to see these harmless pieces of public art destroyed. They have been such a joy! (9)Nancy's stories of some of the visitors(abusers?) to the Stanford Hills Mary Davey of the Mid Peninsula Regional Open Space District asked me to mention a few of the many people who walk or run in the hills, and to briefly tell their stories. In twenty or so years of walking there almost daily, I have seen and been moved by so many of them, but have spoken to few: There is a person who arrives at 4:30 every morning before work to run; There is a Vietnamese orphan who walks her dog there; Some of the athletes in training run up and down Cardiac hill four times(that's four times every morning); Classes of school children are challenged to make it to the top of that hill to keep fit. I see them every week; For two years, while I was collecting data for my almanac about the Stanford Hills, I spoke with several naturalists whose knowledge of the hills and of the presence and movement of its species was amazing. A secret treasure; At sunset I see an occasional lone long-distance runner or jogger on the narrow cattle paths-, A few evenings ago three Stanford students were enjoying swinging. I told them about the impending restrictions; they hadn't heard. I haven't met a Stanford student yet who knows about them; A man trained search and rescu e dogs these hiiis�,g An artist told us that the pathways in these hills were a major part of his everyday life. He told me that he and his partner were estimating how many fines they could afford each month for violating the restrictions about using the paths, or staying up in the hills after dark. He says if he is restricted from wandering on paths to paint, or walking here after dusk, he will have to move. The hills are his life, he said; I see mothers, alone or in twos, with children on their backs or in strollers; Families, or groups of children, using the swing, picnicking, teaching each other about nature; One young man grows buckeye seedlings at home to transplant in the hills, hoping to restore some of the ecosystem damage creating by the grazing of cattle; I The man who for years, every rainy season, has dug trenches on Cardiac Hill to offset erosion; Those who volunteer on Saturdays to work with Magic in removing non-native plants; Some elderly women eschew the asphalt, as do many runners, in favor of earthen paths. Many walkers, such as I, also prefer the paths; Many women walk in the hills. Many walk alone, but women walking and talking together have become a part of midpeninsula life. This is a place for deep conversation and friendship among women; h I've seen paintings of the His by artists Marguerite Fletcher, Kay Culpepper, Michel Lowe; photographs by artists Diane Kay and Marc Franklin, to name a very few; People go to walk the labyrinth, for spiritual practice, for healing, for solitude, for the joy of it; many feel very emotional about it's impending "removal". Lovers, families, friends on the weekends smile as you pass them; I use the hills for walking meditation. I am not alone. I go to them when I need them. I go to them to build strong lungs and heart, to build my thinning bones. My heart is broken. I (10) Our next step: P Resource Managers and Biologists Dave Smirnoff and Craig Breon have agreed to join us for a walk in the Dish area to discuss the impact of use of the hills by the various participants in this situation. We will address questions like: What should the natural eco-system be like? Why are there fewer small mammals than we would expect? What role has grazing played? How has public use impacted the area? What kind of stewardship is called for? If you wish, we'll inform you of the assessment of these,experts. Page I of I Kristi Webb From: Marianne Rose <Marianne—Rose@CityNet.org> To: <mrosd@openspace.org> Sent: Thursday, August 03, 2000 5:42 PM Subject: wild pig control program Board of Directors: I wholeheartedly support a wild pig control program in the South Skyline Area. I am a resident and I have seen the destruction they have caused. Marianne Rose 11845 Skyline Blvd., Los Gatos, CA 95033 8/4/00 Regional Open ace 1 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT August 4, 2000 Michael Olson 5467 Glennan Court San Jose, CA 95129 Dear Mr. Olson, Thank you for your July 29th, 2000 letter to Director Mr. Pete Siemens regarding wild pigs. Similar to your experience, the District has encountered much pig rooting activity, most notably at our Long Ridge Open Space Preserve, where pigs have moved in over the past few years from the south and west, either due to an expansion in their range or an abundance of food. As your letter states, wild pigs pose many concerns for the District, such as increased soil erosion into the streams, damage to preserve roads and trails, threat to native plants and animals, and the fact that they inhabit large areas and have multiple litters of young each year. To address these concerns the Board of Directors will consider implementing a wild pig control program at their next general Board meeting August 9, 2000. I have included a copy of the report explaining this agenda item for your review. Please feel welcome to attend the meeting and voice your concerns. Thank you for your concern about District lands. If you have any further questions please feel free to contact Jodi Isaacs, the District's Resource Management Specialist. S' er L. Craig Britton General Manager BC: ji 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 of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,Deane Little, Nonette Hanko,Betsy Crowder,Kenneth C.Nitz - General Manager:L.Craig Britton Y July 29, 2000 Pete Siemens Mid Peninsula Open Space District P 330 Distel Circle Los Altos, CA 94022-1404 Dear Mr. Siemens, On a recent Boy Scout hike to Big Basin we encountered some holes dug by wild pigs. These pigs are not native to this area and are destroying the environment. I think we need to have some restrictions on how many pigs can be in this area. Currently these pigs are allowed to roam freely which results in the destruction of our beautiful park. I would like to suggest to you to some how remove them from this area. For example, setting up some humane traps and then move them to a different area where they cannot damage the environment. Y very Y Thank you ve much for our time. Sincerely, Mark&Janice Olson 5467 Glennan Court San Jose,CA 95129 ��1�� �g�✓��,� Michael Olson Troop 400 E C E 0 W E MIDPENINSUA REGIUNAL OPEN SPACE DISTRICT `