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HomeMy Public PortalAbout20041215 - Agendas Packet - Board of Directors (BOD) - 04-30 Regional Open Sf,--..,,e MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CAAA,113RXIANG 30 YF-ARS 01, 0111-N SPA(-F I1RF,SI-1RVA11C7N Meeting 04-30 SPECIAL MEETING BOARD OF DIRECTORS MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 6:30 p.m. Wednesday, December 15, 2004 330 Distel Circle, Los Altos, California AGENDA* Please Note: 6:30 p.m. Special Meeting Start Time 6:30 ROLL CALL ORAL COMMUNICATIONS—Public ADOPTION OF AGENDA—M. Davey ADOPTION OF CONSENT CALENDAR—M. Davey APPROVAL OF MINUTES—August 25, 2004; September 22, 2004 APPROVAL OF WRITTEN COMMUNICATION BOARD BUSINESS 6:40* 1 Administer Oath of Office to Ward 3 Director, Jed Cyr; Ward 4 Director, Deane Little and Ward 7 Director, Ken Nitz—S. Thielfoldt 6:45* 2 Adopt Resolution Approving Stock Purchase Agreement with Peninsula Open Space Trust(POST) and Authorizing President of the Board of Directors to Execute Any and all Other DoCUrnents Necessary to Purchase and Operate Guadalupe Land Co.; Authorize Addition of Guadalupe Property to the Mt. Umunhurn Area of Sierra Azul Open Space Preserve (Santa Clara County APNs 575-11-004, 575-12-001 and 575-12-013 )—M. Williams 7:15 Adopt Resolution Authorizing Purchase of Davidson Property as an Addition to Sierra Azul Open Space Preserve (Santa Clara County APNs 575-12-008 and 575-12-012); Determine Recommended Actions are Categorically Exempt from CEQA; Tentatively Adopt Preliminary Use and Management Plan; Indicate Intention to Withhold Dedication of Property as Public Open Space at This Time—T. Fischer 730* 4 Adopt Resolution Authorizing Purchase of Keyani Property as an Addition to Monte Bello Open Space Preserve(Santa Clara County APN 351-16-021); Determine Recommended Actions are Categorically Exempt from CEQA; Tentatively Adopt Preliminary Use and Management Plan; Indicate Intention to Withhold Dedication of Property as Public Open Space at This Time—M. Williams :45* 5 Adopt Resolution Authorizing Purchase of Hayes Property as an Addition to El Sereno Open Space Preserve (Santa Clara County APN 5 10-27-007); Determine Recommended Actions are Categorically Exempt from CEQA; Tentatively Adopt Preliminary Use and Management Plan; Indicate Intention to Dedicate Property as Public Open Space at This Time—T. Fischer 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mory Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton Meetin&04'3O ' Page | | 8:10* h Adopt Resolution Authorizing President of the Board of Directors to Execute Agreement to Exchange | Interests in Real for u Berm Easement in Favor of Northern California Presbyterian Bones& | Services(Windy Hill Open Space Preserve); Adopt Resolution Authorizing President of the Board of / | Directors to Execute Easement Modification Deed from PG&E and SBC; Authorize General Manage, | to Execute Landscape License Agreement and Utility Line Under6roundingPmnnit; Determine ' | Recommended Actions are Categorically Exempt from CG()/\; Amend tile Use and Management � Plan--T. Fischer � 8:30* 7 Adopt Resolution Authorizing President of the Board of Directors\o Execute Agreement tmExchange | Interests in Real Property iothe Redwood Park Subdivision Area ofPudsinnu Creek Redwoods Open | Space Preserve(Sam ����oCounty&9�aOh7-|80-|00,O67-}75'O6O,067-l75-OiO,U67-l74'|2O,067- | | |74-OlO' O67-l72-02O`067'\72-O)0 and 067'|22-\JO, Lands of81ienatru utui; Determine Recommended Actions are Categorically Exempt from CE{)&; Tentatively Adopt Preliminary Use | and Management Plan; Indicate Intention to Withhold Dedication of Property as Public Open Space / atTbisTinne——T. Fischer � | 8:40* 8 Adopt Resolution for the Gift of Property from Peninsula Open Space Trust(San Mateo County APNs � 067-094-100 U67-|39-\90 O�7-l3u'\80 O67-|�3-072und067-|84-U60)� &dopt��mo|udonf6rth� , , ` '' � Gift of Property frorn McKay Redwood Park Gift Parcels(San Mateo County APNs 067-136-080 and � 067-13-090)to Purisima Creek Redwoods Open Space Preserve; Determine Recommended Actions � are Categorically Exempt from CEQA; Tentatively Adopt Preliminary Use and Management Plan; | Indicate Intention to Dedicate Properties as Public ()pen Space as Contained Herein--M. Williams | 8'5O* 9 Approval City | � � ~ � � Palo Alto(San Mateo County Assessor's Parcel Number 063-270-480); Determine Recommended � Actions are Categorically Exempt from CEOA; Authorize President of the Board o[Directors to � � Execute Trail Easement Agreement--M. Williams � 0:00* |O Accept District Controller's Mid-Year Financial Report; Adopt Attached Resolution Implementing un � Amendment to the 2004-2005 Fiscal Year Budget In Accordance with the Administration and Budget � Committee Recommendations--S. Thie|fb|dt 9:30* \ l Authorize General Manager to Execute Contract with Watershed Science for Demolition Services of the Former Hasler Bcu|th Bonne Waste Treatment Facility and Construction ofu Parking and Staging Area at Pu|gue Ridge Open Space Preserve for Bid Amount of$\98,y99, Plus Contingency Amount of Up to$29,833 --D. Vu 9:40* 12 Approval nf Notice nf Completion of Contract for Implementation of tile 6| Corte de Madera Creek Open 8puon Preserve Watershed Protection Program: Year One Erosion Control Projects; Authorize General Manager to Execute Notice of Completion and Acceptance of Work—M. Freernan 9:50* 13 Authorize General Manager tnExecute Notice uf Contract Completion for Grahtuwn Gulch and Virginia Mill Trail Report and Bridge Projects u1pu,isinnu Creek Redwoods and E1 Corte deMadera � Creek Open Space Preserves--&. Ruiz � 10:00* 14 Authorize General Manager to Execute Notice of Contract Completion for Foothills Field Office Maintenance Shop Building Replacement a1 Rancho San Antonio Open Space Preserve--/\. Ruiz � *** 15 Authorize General Manager to Enter into a Retainer Agreement with Law Firm of Shute, Milialy and Weinberger in the Matter of Citizens for Responsible Open Space v. San Mateo County | inou Amount Not to Exceed $50,OOO-- / 3. 8ohec1muu Meeting 04-30 Page 3 16 Authorize General Manager to Execute Contract with Pacific Watershed Associates to Provide Consulting Services in an Amount Not to Exceed $32,726 to Assess Road and Trails at Skyline Ridge and Long Ridge Open Space Preserves Within the Pescadero Creek Watershed—K. Lenington 17 Authorize General Manager to Execute Amendment to the Agreement with LFR, Inc. For Construction Management Services at Pulgas Ridge Open Space Preserve(Demolition of the Former Hasler Health Horne Waste Treatment Facility and Construction of a Parking and Staging Area)for Up to an Additional $30,000—D. VL1 REVISED CLAIMS 9:00* INFORMATIONAL REPORTS—Brief reports or announcements concerning pertinent activities of District Directors and Staff.; opportunity to refer public or Board questions to Staff for factual information; request Staff to report back to the Board on a matter at a future meeting; or direct Staff to place a matter on a future agenda. 9:10* 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 oj'the public may request that an item be removed from the Consent Calendar during consideration of the Consent Calendar, IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT,IF YOU NEED ASSISTANCE TO PARTICIPATE IN THIS MEETING,PLEASE CONTACT THE DISTRICT CLERK AT(650)691-1200. NOTIFICATION 48 HOURS PRIOR TO THE MEETING WILL, ENABLE THE DISTRICT TO MAKE REASONABLE ARRANGEMENTS TO ENSURE ACCESSIBILITY TO THIS MEETING. Jim Warren Dear Mr. Warren: Uwarren@earthlink.net] In response to your correspondence dated December 6, 2004 regarding Skyline County Water District, staff meet with Tamara Hannon, General Manager and a Water District Board member to discuss the Water District's need for a water testing facility. At this meeting and a subsequent follow up letter dated September 22, 2004 (copy attached), staff requested that the Water District provide topographic map showing the existing facilities and outlining areas of interest that might accommodate the water testing facility. At present, the District has not received this information or any further contact from the Water District. Sincerely, Mary Davey President, Board of Directors cc: Tamara Hannon, Skyline County Water District I i Mike Williams From: Craig Britton Tuesday, December 07 2004 12:06 PM Sent: , Y To: Mike Williams Cc: Margaret Reimche; Sall Thielfoldt 9 Y Subject: FW: did the Board know about this?!!! Did they really turn it down? Mike, please provide an answer to this email and send it to mel We need to include this answer in the next Board Meeting agenda-- December 15, 2004. Thanks. -----Original Message----- From: Nonette[mailto:nonetteh@earthlink.net] Sent: Monday, December 06, 2004 10:16 PM To: Craig Britton Cc: daveymob@ix.netcom.com; larry@paloaltohardware.com; jedcyr@sbcglobal.net; targatop@comcast.net; deanelittle@aol.com; nitz@sdl.sri.com Subject: Fwd: did the Board know about this?H! Did they really turn it down? Sending on to Craig Begin forwarded message: > From: Jim Warren <jwarren@well.com> > Date: Mon Dec 6, 2004 5:47:13 PM US/Pacific >To: Nonette Hanko<nonetteh@earthlink.net>, Larry Hassett > <larry@paloaltohardware.com> > Cc: Jed Cyr<jedcyr@sbcglobal.net>, Mary C Davey > <daveymob@ix.netcom.com>, Nonette Hanko <nonetteh@earthlink.net>, > Larry Hassett<larry@paloaltohardware.com>, Deane Little > <DeaneLittl@aol.com>, Pete Siemens <targatop@comcast.net>, Ken Nitz > <nitz@csI.sri.com>, Jay Thorwaldson <jaythor@well.com> >Subject: did the Board know about this?!!! Did they really turn it >down? > Hiya, Nonette and Larry(and the rest of you :-)- >There's an ongoing rant(NOT initiated nor fueled by me! <grin>)on >the KingsMtn forum, about the MROSD's impacts on school and >water-utility property taxes. This seemingly-knowledgeable additional >tidbit was just posted (but please ignore the property-tax issue for >the moment): >> 1 couldn't help but respond to some of the recent com ments re: MidP en >>Open Space District. Skyline County Water District(SCWD)does not >> and has not given MROSD free water. Matter of fact,we had a temp. >> hydrant meter across from the school to sell water for a construction >> project. >>Your comments are correct,when MROSD receives property, it also >>takes away from the property taxes we receive from the County. >> Recently the State has taken pretty much what was left of our >> property tax revenue, but that is a different issue. > But... my question to you-all is-- is the FOLLOWING really true??? >>With limited funds, SCWD has not been able to purchase land to 1 >> provide facilities for our operationb. Vm recently needed laboratory >>facility conduct monitoring >> District office, shop and corp-yard are incorporated into our 100'X >> 100'tank site on Skyline Blvd. The location is surrounded by MROSD | »> langs. Vxe asked xxmumuno allow umtm expand our yard oy /uux /ou'. >>Of course they denied our request. >> Provious|y,we had requested space for a storage tank, to provide | >>fire flow capabilities. They denied that request. � > Did the K8RQSD Board know about these requests? Did it REALLY refuse � >thmee??? (The vision ofyWRC}SO being unwilling to allow 1OO'n1OO'anem >for testing water for chemical contaminants is absolutely B|ZARRE|) � � > If it's not accurate, |'d like to correct this allegation. � - > Kit|S accurate ....well, I'd sure ao hell like to know WHY. Seems > INCREDIBLY niggardly and greedy—to say nothingof wildly >"un-neighbod ... esvveUonpotentiaUyENOANGER|NGtheOintrict'm >own holdings, by choking the amount of water available for when the ' >fires happen. | � >Thonke. � � > 'imm � » >> So as you can see, they do not assist, provide or contribute to the >> public facilities of which they enjoy the benefit. They receive >>taxes when properties are improved, they nmuieve water and fire | >> protection from the system they do not contribute. � � � � � � � 2 � ` / December 15 2004 Mr. Jim Warren jwarren@well.com Re: Coastside Redistricting Process and Kings Mountain Homeowner's Association Dear Mr. Warren, Thank your for your November 11, 2004 email message regarding the Coastside Protection Area Redistricting Process in relation to the King's Mountain community. Prior to this redistricting process the Kings Mountain Homeowner's Association (KMHA) fell within portions of Ward 6 and Ward 7. In the final two-ward scenario approved for Coastside Representation by the Board,the boundary between Ward 6 and Ward 7 remains unchanged within the previous District Boundaries in order to minimize the number of constituents who would have to switch wards following redistricting. Extending District ward boundaries to the Coastside Protection Area was an extremely complex process that required balancing a number of competing factors. To include the KMHA solely within Ward 6 would have precluded the ability to extend Ward 7 to the coast, effectively eliminating that two-ward scenario. To include the KMHA solely within Ward 7 would have required extending that Ward's boundary nearly 5 miles to the south, encompassing a very large geographic area historically represented by Ward 6. We hope that this explanation will help you and other members of the KMHA to understand that representation has not materially changed as a result of this redistricting. Also, District constituents are welcome to call any Board Member, not just the member within his/her ward. Sincerely, Mary C. Davey, President Board of Directors cc: MROSD Board of Directors >> _multiple_ times if if ti foundry would be north Ken Fis, Is store >> or near the near the top of Higgins Canyon . Mike Williams or maybe >> Matt Freeman) said yes. "just south of Elkus Ranch" Craig Britten >> actually walked to the large wall map, pointed to skyline and said, >> "This border is north of the store, It's closed you know?" >> It was very hard to tell from the small paper maps, where the >> topography and road details were obliterated by blotches of color to >> show the district areas. I asked Matt Freeman, if he had a copy >> of the digital maps on his laptop so we could take a look at the >> detailed boundry and he said no. I recall that Matt, Craig and the >> board all deferred an answer with smiles, and "good ideal' after I >> asked , several times if the boundries could be adjusted, slightly to >> assure community integrety within a district. >> I really don't know if this was deceit, or incompetance. Either way, >> it's shameful. > 2 Cathy Woodbury From: Nonette [nonetteh@earthiink.net] Sent: Thursday, November 11, 2004 4:49 PM To: Cathy Woodbury; Matt Freeman Cc: Craig Britton Subject: Fwd: [OpenSpaceNeighbors] truth in packaging Dear Staff, Please respond to this letter. I would like to receive a copy of your reply. Thank You, Nonette Begin forwarded message: > From: Jim Warren <jwarren@well.com> > Date: Thu Nov 11, 2004 2:13 :18 PM US/Pacific > To: Nonette Hanko <nonetteh@earthlink.net>, Larry Hassett > <larry@paloaltohardware.com> > Cc: Jay Thorwaldson <jaythor@well.com> > Subject: Re: [OpenSpaceNeighbors) truth in packaging > Nonette and Larry -- > > Do you know if the following is true (Liebold's posting, below) ? If > it is, it illustrated either outrageous staff-and/or-board > incompetence or worse still, flat-out intentional misrepresentation. > Either way, you've hatcheted the well-defined, cohesive Kings Mountain > community right down its middle, along Tunitas Creek Road. (Since six > of the seven Board members, and apparently ALL of the staff, don't > know anything about the communities where they're operating -- Kings > Mountain is north Skyline, from Hwy.92 south to Bear Gulch and Allen > Roads) . > Is this the Board's concept of honoring community boundaries or > assuring community integrity -- which WAS one of your official > redistricting guidelines? > (However, your guidelines did NOT include the overriding goal of > protecting all incumbents from having to have a runoff if two of 'em > were re-gerrymandered into a single ward, nor did your official > guidelines state the overriding goal of avoiding having an election > now, for an open seat in one of the wards -- where your newly-annexed > voters might actually have the opportunity to make an honest, > incumbent-free selection. ) > The Board should be ASHAMED! It's following the Jeb-Bush approach to > "representative" government. > --jim > At 1:52 PM -0800 11/11/04, Mike Liebhold posted to > OpenSpaceNeighbors@yahoogroups.com and kingsmtn: >> Regarding the vote. I am emabarresed, and feel mislead that I voted >> for the two ward scenario, assuming our different interests from the >> HMB -El Granada, Montara urban areas, -- only after solemn repeated >> reassurances, at the Skyline workshop, from MROSD that Kings Mountain >> would not be subtantially divided. i >> Anyone who was there, knows that I asked the board and staff Regional Open S, ice 1 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION September 22,2004 Ms. Tamara Hannon General Manager Skyline County Water District 14944 Skyline Boulevard Woodside, CA 94062-4746 Dear Ms. Hannon: As a follow-up to our meeting on May 19, 2004,I have reviewed District structures along Skyline Boulevard from Skylonda north that might possibly meet your needs for a 12 x 20 water- testing facility. The majority of the District's structures in this area are single family,residential rental structures,and do not meet your suggested minimum requirements for space,utilities, and proximity to your current facilities. When we met, I suggested that you provide the District with a topographic map that showed your facility, the desired location for the water treatment facility and the adjoining District lands to the west and south. If you still want the District to consider this proposal,we will need a map outlining the area of interest. As you are aware,the District's Preserve adjacent to your facility is dedicated land, and as such.can only be considered on a land-exchange basis or a lease arrangement subject to approval by the District's Board of Directors a public meeting(please refer to Section 5540 et seq. of the Public Resources Code, copy attached). An alternative idea you might consider is the vacant Country Store on Skyline Boulevard adjacent to the District's Purisima Creek Redwoods Open Space Preserve parking lot. I believe this property is owned by Ken Fisher. Sincerely, Michael C. Williams Real Property Manager MCW:ak 33o Distel Circle 650-691-i2oo info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,led Cyr, GENERAL MANAGER: z0^s-Alto" g4ozza4o4 6ca--6gi-o485fax v—vY npenspac g--__Deane-Little,_Nanette-Nankgl,arry-Nassett.KenneM—C.Nitz--_—CraigPritton Regional Open Sp e -------------------------- MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION R-04-133 Meeting 04-30 December 15, 2004 AGENDA ITEM I AGENDA ITEM Administer Oath of Office to each of the Re-Elected Dire ors of Wards 3, 4 and 7 GENERAL MANAGER'S RECOMMENDATION \ Administer the Oath of Office to Ward 3 Director, J. Edmond (Je Cyr, Jr.; Ward 4 Director, C. Deane Little; Ward 7 Director, Kenneth C. Nitz. DISCUSSION All three candidates ran unopposed for the November 2, 2004 General Election and it is now in order for the re-elected Directors to take their respective oath of office. Public Resources Code Section 5532(g) specifies that the oath of office shall be taken and filed with the secretary of the District within 30 days after the officer has notice of his appointment. Directors, Cyr, Little and Nitz (the incumbent Directors) were re-elected, and should now be sworn into office for their new four-year term. Prepared by: Sally Thielfoldt, District Clerk Contact person: Same as above 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Honko,Larry Hassett Kenneth C.Nitz L.Craig Britton Regional Open Space -04-134 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION AGENDA ITEM 2 AGENDA ITEM Proposed Purchase of Guadalupe Land Co. Peninsula Open Space Trust and Addition of the Guadalupe p p ( p P ) p Land Co. Property(Santa Clara County Assessor's Parcel Nu s 575-11-004, 575-12-001 and 575-12-013)to the Mt. Umunhum Area of erra A I Open Space Preserve GENERAL MANAGER'S RECOMMENDATIONS 1. Determine that the recommended actions are categorically exempt from the Cali ornia Environmental Quality Act (CEQA) as set out in this report. 2. Adopt the attached Resolution approving the Stock Purchase Agreement with Peninsula Open Space Trust(POST) and any and all other documents necessary to purchase and operate Guadalupe Land Co. (GLC). 3. Authorize and approve the President of the Board to sign the attached "Guadalupe Land Co. Action By Written Consent of the Shareholders In Lieu of a Meeting"authorizing all actions set out therein, including the following: A. Amend and Restate the Articles of Incorporation of the GLC B. Amend and Restate the Bylaws of the GLC C. Election of Directors of the GLC 4. Approve the attached "Guadalupe Land Co. Action By Written Consent of Board of Directors In Lieu of a Meeting" authorizing the GLC Directors to take all actions set out therein, including the following: A. Amend and Restate the Articles of Incorporation of the GLC B. Amend and Restate the Bylaws of the GLC C. Election of Officers of the GLC D. Designate Corporate Accountant of the GLC E. Authorize Officers to Obtain Necessary or Appropriate Insurance for GLC F. Designate the Agent for Service of Process 5. Authorize and approve the President of the Board to sign the attached License and Management Agreement with Guadalupe Land Co. 6. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report. DISCUSSION After several years of acquiring increased interests in a private corporation, Peninsula Open Space Trust (POST) completed the purchase of all outstanding shares of Guadalupe Land Co. in October 1999. Guadalupe Land Co.'s sole asset is comprised of a 286.61-acre property located east of Los Gatos and 33o Distel Circle 650-691-12oo info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton R-04-134 Page 2 adjacent to Guadalupe Reservoir. POST originally acquired an interest in the corporation in an effort to protect the property's open space resources,recognizing the importance of the relationship of the property to the larger open space area formed by Almaden Quicksilver County Park and the Sierra Azul Open Space Preserve. On November 17, 1999, Guadalupe Land Co. entered into a Lease and Management Agreement with the District to have the property managed in a manner consistent with the adjacent open space preserve (see report R-99-149). PROPERTY DESCRIPTION(see attached maps The Guadalupe Land Co. property is located between Almaden Quicksilver County Park and the Mt. Umunhum Area of the Sierra Azul Open Space Preserve. Adjacent to Hicks Road and opposite the Guadalupe Reservoir dam,the property generally climbs steeply to the south towards Mt. El Sombroso. However, in the central portion of the property,there is a large,nearly flat grassland meadow that is surrounded by oak woodland. The meadow has serpentine rock outcroppings that are unique to the area and visible from surrounding roads and trails, including public trails on the nearby open space preserve and park. One key feature of the site is a large jagged rock located in the north-central portion of the property. A densely forested riparian corridor along Rincon Creek is an equally attractive part of the property. This purchase will help protect unique geologic features, special status species normally associated with serpentine soils,mountain lion habitat,a pristine riparian corridor, and scenic views from existing public trails. Its existing network of roads and trails will provide excellent opportunities for expanding the preserve and park trail systems. The irregularly shaped property is bounded by Hicks Road and Almaden Quicksilver County Park to the north,private properties to the east and west,and District lands to the south. District land along Reynolds Road lies approximately 500 feet to the west of the property. The northern and southern portions of the property have very steep and densely wooded slopes while the central portion is uncharacteristically flat with a 40-to 50-acre grassland meadow. The meadow is underlain with serpentine soils and provides a large g i display of wildflowers in the spring and early summer. This area is most likely home to many species of special concern,one of which has been identified as the Mt. Hamilton thistle. The meadow is surrounded by oak woodland with mature oaks and very little undergrowth,making the area easy to explore. Oak woodland, chaparral,and small pockets of grassland comprise the steeper slopes to the north and south of the meadow. Halfway down the north-facing slope towards Guadalupe Reservoir,the large jagged rock that is easily seen from the surrounding area attracts hikers as well as an occasional rock climber who can gain access from trails originating at roadside pullouts near the reservoir. These trails pass through a large grassy meadow above Hicks Road. The south-and east-facing slopes are extremely steep,descending into the densely forested corridor along Rincon Creek. Like the trails leading to the scenic rock, a well-traveled trail follows the Rincon Creek to the west and into the open space preserve. Two other densely wooded creek canyons are located adjacent to the northwest boundary and diagonally across the southern portion of the property. Improvements to the property are limited to unsurfaced roads,trails, and remnants of old fences. Four roads radiate out from the center of the large meadow,leading to: 1 theproperty's southwest boundary,2 art d g g ) �'Y, )P way down the southeast ridge towards Rincon Creek,3)north to the jagged rock outcropping,and 4)beyond the west boundary and connecting to Reynolds Road. Deeded access from Reynolds Road on an existing road through a private property to the west provides the best vehicular access to the site. Another easement road from Hicks Road passes through a private residential property to the east to connect to the property. Historically,vehicular access existed from Hicks Road up to the jagged rock,through a private parcel located adjacent to the northeast boundary of the property. This road is badly eroded and aligned on unstable slopes, but still provides easy trail access. Also, in this area near the Guadalupe dam,there are three other trails originating along Hicks Road and connecting up to the jagged rock. These trails pass remnants of old wire fences that were probably associated with past grazing activities. | � � K'04'134 Page The roads and trails throughout the property appear x/ receive regular use. Hikers and rock climbers are primarily accessing the area from Hicks Road near the darn and Rincon Creek while equestrians are most likely entering froon adjacent private properties. There isasmall amount oflitter located in the northern portion of the property and u few traces of campfires near the jagged rock. /\ large part of the illegal activity � � may he occurring ut night when parking io permitted along Hicks Road. USE AND MANAGEMENT � Planniny,Considerations The property is located within the unincorporated area of Santa Clara County and zoned HS (Hillside), � requiring a 20-to 160-acre minimurn lot size based upon a slope density formula. The property is comprised � of three legal parcels and has u potential density of six residential sites. � The property is in the vicinity of the proposed Bay Area Ridge Trail that connectsthe Lexington Reservoir � County Park ho Almaden Quicksilver County Park and passes through the Sierra&zu| Open Space Preserve. The proposed trail alignment ioalong Wood Road and overlooks the property and surrounding area. � Residential development of the property would severely impact the scenic qualities of tile Ridge Trail. Other important trails in the vicinity include trails shown in the /\|modcn (}uickai\vcrCoun�� Park Trails ��matcr � ' � Plan. Some of these are close to Guadalupe Reservoir and may provide connections into the property's trail system in the future. � Preliminary Use and Management Recommendations The Preliminary Use and Management Plan will take effect at the close of escrow and ron'ain effective until the plan io amended oru Comprehensive Use and Management Plan inprepared. Under the terms of tile License and Management Agreement, the property will be maintained in anutu,u| condition. lf changes to land use are proposed in the future, the plan would be subject to further environmental review and public input. Public Access: Closed to public use at this time except for limited open space and recreation activities as permitted by the License Agreement. Patrol: Routinely patrol the property. Parking: Work with Santa Clara County Roads and Airports Department to prohibit late night parking. Signs: Install Preserve boundary signs where appropriate. Cleanup: Litter and remnants nf wire fencing will boremoved. Name: Name the property "Newhagen Meadow"(as an addition to Sierra Azul Open Space Preserve). Site Safety Inspection: Site safety inspection has been conducted and there are no known safety hazards on � the site. Dedication: Cannot be considered for dedication as long as tile property is owned by the Corporation. R-04-134 Page 4 CEQA COMPLIANCE Project Description The project consists of acquiring the Guadalupe Land Co., a private corporation whose sole asset is comprised of a 286.61-acre property. In effect,the property is being acquired by the District,as it is the sole asset of the Guadalupe Land Co.,and the District will become the sole shareholder and owner of the Co. The property will become an addition to the Mt. Umunhum Area of Sierra Azul Open Space Preserve,and the concurrent adoption of a Preliminary Use and Management Plan for the addition would be included in the Comprehensive Use and Management Plan for Sierra Azul Open Space Preserve. The land will be permanently preserved as open space and maintained in a natural condition. The property will be licensed from GLC and managed by the District. 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 Article 19, Sections 15301, 15316, 15317, 15325, and 15061 of the CEQA Guidelines as follows: Section 15301 exempts operation,repair,maintenance,permitting, leasing, licensing,or minor alteration of existing public or private structures, facilities,mechanical equipment,or topographical features,involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The Use and Management Plan specifies the property will be operated and maintained in a natural condition and there will be no expansion of use;the property will be closed to the public except for the limited public use permitted in the License. Section 15316 exempts the acquisition of land in order to create parks if the site is in a natural condition and the management plan proposes to keep the area in a natural condition. The Use and Management 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 is acquiring fee interest in the property by means of acquiring the corporation and will maintain the open space character of the area. No new development is proposed as part of this project. Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. The District is acquiring the property by means of acquiring the corporation. This will transfer fee ownership of the property to the District as corporate owner and ensure it will be preserved as public open space by incorporating it into the Sierra Azul Open Space Preserve. This acquisition qualifies under all four 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. CORPORATION TRANSACTION REQUIREMENTS The 286.61-acre Guadalupe Land Property("the Property")is proposed to be acquired by acquisition of the Guadalupe Land Co. from POST. The Property is the sole asset of the Guadalupe Land Co. Accordingly, acquisition of the Company will result in the District becoming the sole shareholder and owner of the Guadalupe Land Co. Property. The proposed actions before the Board tonight will accomplish this acquisition. They are summarized as follows: R-04-134 Page 5 1. Approval of the Stock Purchase Agreement-EXHIBIT A In 1999,POST acquired all of the outstanding and issued shares of the Guadalupe Land Co.,thereby becoming the sole owner of the Property. On December 14,2004,POST's Board of Directors approved the attached Stock Purchase Agreement conveying all of the 5,000 outstanding corporate shares to the District. Upon approval of the Stock Purchase Agreement and the closing of the transaction,the District will become the sole shareholder of the Guadalupe Land Co. and owner of its sole asset,the Property. The principal terms of the Stock Purchase Agreement provide that POST will sell all 5,000 of the outstanding corporate shares to the District for the Purchase Price of$3,460,000.00. The Agreement contains the typical guarantees, representations, and warranties familiar to the Board in a real estate transaction,except that they apply to the transfer of shares rather than the Property itself. By virtue of these guarantees, the District is assured that acquisition of the Company's sole asset is protected by these guarantees. In addition, staff has conducted a due diligence investigation of the physical and environmental condition of the Property to insure that it presents no significant risks or liabilities and meets the criteria for District acquisition. There are no known significant environmental risks or issues associated with the Property. Unlike a government agency,a corporation is not exempt from paying taxes. Each year,the Guadalupe Land Co. will be responsible for paying corporate and real estate taxes.The"Terms and Conditions"section of this Staff Report analyzes the estimated annual fiscal impact of these tax obligations. Staff will investigate appropriate means of minimizing tax liability in the future, such as entering into a Williamson Act Contract to lower the assessed value of the Property. The Company will be responsible for paying all taxes as they become due after the closing of this transaction. Under the Purchase Agreement, POST will be responsible for paying all taxes incurred by the Company prior to its acquisition by the District. 2. Approval of Written Consent of Shareholders to Take Action Establishing an Appropriate Corporate Structure—EXHIBIT B The Board is asked to approve an"Action by Written Consent of the Shareholders in Lieu of a Meeting"in order to set up the basic corporate structure the District will follow as owner. (As used here,"meeting"refers only to the different formalities and notification requirements of a corporate meeting,not to a public Brown Act meeting, since all actions the Board will take with respect to the Company will be done at properly noticed public meetings.) This document does the following: A. It authorizes the Board President to sign the Written Consent approving the Company's amended Articles of Incorporation and Bylaws [Exhibits A and B to this Document]. B. It authorizes the officers of the Company to file amended Articles of Incorporation and Bylaws with the Secretary of State. C. It selects three directors to manage the Company as appointed by the District Board of Directors. The Articles of Incorporation is a brief document setting up the corporation,briefly stating its management, ration and disposition of real roe and all purpose in this case the acquisition,mana e e o e pmP ( g p P property rtY things necessary and convenient for those purposes),setting the maximum number of shares of stock that may be issued,and other administrative actions. The Company already has Articles of course; R-04-134 Page 6 amendments are being proposed that are more suitable for the manner in which the District may wish to operate the Company. It is recommended that the currently authorized number of shares be increased from 5,000 to 7,500. This has no immediate fiscal impact. It will enable the Company in the future to have the option to issue additional shares to the District so that the District can capitalize(fund)the Company so that the Company can meet its annual financial obligations. These financial obligations are analyzed in the"Terms and Conditions"section of this Report. Lastly,the Articles name three directors. Staff and the District's corporate counsel recommend that these directors,as well as the corporate officers and agent for service of process,be senior employees for two reasons.First, it is common in small corporations that directors as well as officers are employees rather than members of the ownership board. This makes it much easier to conduct day-to- day corporate business. Second,having Board Directors act in this capacity creates logistical Brown Act complications. A corporation that receives funds from a local agency, and whose directors include a member of the local agency, is subject to all of the requirements of the Brown Act. These would include noticing agendas,place of meetings,oral communications, and the full scope of procedural formalities that apply to a District Board meeting. These formalities would serve little practical sense when directors and officers are meeting with an accountant,reviewing a proposed insurance policy,preparing tax returns,and undertaking the usual corporate maintenance tasks. For these reasons, staff recommends that the Board initially authorize the following three employees to serve as directors: the General Manager,the Assistant General Manager, and the Controller. Staff also recommends that these employees serve as the required corporate officers. In the event the Board of Directors desires to change this structure, it can do so at any annual or special meeting of the District as the sole shareholder(represented by the District Board of Directors). The Bylaws are a lengthier document that sets up the procedural rules for managing the Company on' a day-by-day basis. The Bylaws call for three officers: a president and chairman of the board,a secretary, and a chief financial officer. Staff recommends these officers be the same personnel as this is also customary and the most efficient way to conduct business in a small corporation. i The duties of the General Manager as a director,and as president and chairman,mirror his duties as the chief executive officer of the District. Similarly,the Secretary's duties are compatible with the Assistant General Manager's duties. This position requires maintaining a minute book of all meetings and actions of the directors and officers,as well as maintaining an accurate share register showing the number and owner of each issued share. Lastly,the duties of the Chief Financial Officer are to maintain correct and accurate accounting books of the corporation,be responsible for the deposit and disbursement of funds as directed by the directors, and to undertake other tasks to run the financial affairs of the corporation. 3. Approve the Action by Written Consent of the Board of Directors in Lieu of a Meeting—EXHIBIT C While not required by the Corporations Code,staff is asking the Board to approve the Written Consent of the proposed directors to undertake required corporate tasks. These include: A. Approval of the Amended Articles of Incorporation and Bylaws B. Appointment of the Officers of the Company: i. President and Chairman of the Board: General Manager, L. Craig Britton ii. Secretary: Assistant General Manager, Sally Thielfoldt iii. Chief Financial Officer: Controller, Mike Foster R-04-134 Page 7 C. Appointment of the Accounting Firm of Frank Rimerman to serve as the Company's accountant for re aration of tax returns and associated corporate filings. p p rPi D. Appointment of Secretary Sally Thielfoldt as corporate agent for service of process. E. Authorize obtaining customary liability insurance policies to maintain the corporation. These include commercial general liability insurance,directors and officers insurance, and environmental liability insurance. F. Designation of Company's principal office. TERMS&CONDITIONS The proposed transaction involves the purchase of one hundred percent 100% of the shares and interest in p p P P ( ) the Guadalupe Land Co.,a corporation, from Peninsula Open Space Trust. The 286.61-acre property is the sole asset of the corporation. The District has managed the property as part of the Sierra Azul Open Space Preserve since November 1999 under a lease and management agreement. The agreed-upon purchase price for the Guadalupe Land Co. is$3,460,000. The purchase price represents POST's cost of buying the corporation minus the original gift of shares of an 8%interest in the corporation received by POST in 1986. In 1996, POST acquired additional shares increasing their ownership interest in the Company to approximately 25%. In October 1999,POST acquired the remaining 75%of the corporation shares to become the sole shareholder at a purchase price of$2,816,000. This equates to$3,754,676 for 100% ownership of the corporation. Subtracting the original gift of an 8%ownership interest(roughly$300,000) results in a rounded purchase price of$3,460,000. The Stock Purchase Agreement includes a covenant by which the District agrees to name the property as the "Newhagen Meadows"area of the Sierra Azul Open Space Preserve and provides POST a period of five years to recognize significant donors for specific areas,trails or land formations on the property in accordance with the District's"Policies for Site Namingand Gift Recognition and Bench Site Selection � i Criteria". The Newhagen family contributed$2,000,000 to POST,which enabled POST to acquire a 100% interest in Guadalupe Land Co. in 1999. The District has obtained a fair market appraisal of$4,200,000 for the 286.61-acre property. The difference between the appraised value and the purchase price is$740,000. The property consists of three legal parcels and has a potential density of six residential sites. Staff s due diligence and title research of the property discovered that there are three separate deeded access easements appurtenant to theproperty. Two access P Pp easements are from Hicks Road,one of which travels through a road across a private property to the east and a second easement is across the Davidson property to the southeast. A third road easement continues from the end of Reynolds Road on an existing roadway through a private roe to the west. Yn g Y g P property rtY III The annual expenses associated with owning and operating the Guadalupe Land Co. will include property taxes,corporate taxes,tax preparation, general liability insurance, directors and officer's insurance,title insurance, and costs of corporate administrative tasks. These expenses are estimated at$69,856: 1. Property taxes $51,900 2. General environmental liability insurance 5,000 3. Directors&officers insurance 4,000 4. Corporate tax&accounting 2,425 5. Title insurance(one time) 6,531 ESTIMATED TOTAL EXPENSES $69,856 R-04-134 Page 8 Title insurance is a one-time expense,and general environmental liability and directors and officers insurance may be reduced substantially by obtaining this insurance through the District's CALJPIA coverage. Staff will investigate options for reducing property taxes and evaluate the benefits of continuing to own or dissolve the Company in the future. There may be some retroactive property tax obligations associated with the Company when it was under POST's ownership. The Stock Purchase Agreement requires POST to be responsible for paying all taxes incurred by the Company prior to its acquisition by the District. Upon acquiring the Company,the District will enter into a License and Management Agreement with Guadalupe Land Co. to manage the property as part of the Sierra Azul Open Space Preserve. This will allow the District to patrol,manage,and plan for public use of the property as part of the Sierra Azul Master Plan process and will allow limited public use. This agreement will allow the District to enforce its rules and regulations, and may enable the Company to obtain necessary corporate insurance at a reduced cost through the District's CALJPIA coverage. BUDGET CONSIDERATIONS Fiscal Year 2004-2005 Budget for Land Acquisition New Land $15,000,000 New Land Purchased this year 1,128,951 Guadalupe Land Co. (3,460,000) Davidson Property proposed later on this agenda (500,000) Keyani property proposed later on this agenda (550,000) Stienstra exchange proposed later on this agenda ( 5,000) Hayes Property proposed later on this agenda (950,000) Land Acquisition Budget Remaining $ 8,406,049 Controller M. Foster was consulted on this proposed acquisition and has indicated that,considering cash flow and account balances, funds are available for this property purchase. Public Notification Property owners of land located adjacent to or surrounding the subject property have been mailed written notices of this proposed acquisition. List of Attachments 1. Area Map 2. Exhibit A—Stock Purchase Agreement 3. Exhibit B—Guadalupe Land Co. Action By Written Consent of the Shareholders in Lien of a Meeting 4. Exhibit C-Guadalupe Land Co. Action By Written Consent of the Board of Directors in Lieu of a Meeting 5. Exhibit D-License and Management Agreement 6. Exhibit E-Amended and Restated Articles of Incorporation of Guadalupe Land Co. 7. Exhibit F-Amended and Restated Bylaws of Guadalupe Land Co. i i I RESOLUTION 04- RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING APPROVAL OF STOCK PURCHASE AGREEMENT,AUTHORIZING BOARD PRESIDENT OR OFFICER TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO OPERATE GUADALUPE LAND CO.,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION(SIERRA AZUL OPEN SPACE PRESERVE—GUADALUPE LAND CO.) 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 approve the Stock Purchase Agreement between Peninsula Open Space Trust, a California non-profit corporation, and Midpeninsula Regional Open Space District,a copy of which is attached hereto marked "Exhibit A,"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 hereby authorized to execute the Guadalupe Land Co. Action of Consent of Shareholders in Lieu of Meeting,a copy of which is attached hereto,marked"Exhibit B,"and by reference made a part hereof. Section Three. The Board of Directors of the Midpeninsula Regional Open Space District does hereby approve the Guadalupe Land Co. Action by Written Consent of Board of Directors in Lieu of a Meeting, a copy of which is attached hereto,marked"Exhibit C,"and by reference made a part hereof. Section Four. The Board of Directors of Midpeninsula Regional Open Space District does hereby approve the License and Management Agreement between Guadalupe Land Co. and Midpeninsula Regional Open Space District,a copy of which is attached hereto,and marked"Exhibit D,"and by reference made a part hereof, and authorizes the President or appropriate officers to execute the License on behalf of the District. Section Five. The General Manager of the District shall cause to be given appropriate notice of g g acceptance to the seller. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreements and other transactional documents which do not involve any material change to any term of the Agreement or other transactional documents which are necessary or appropriate to the closing or implementation of this transaction. Section Six. The General Manager of the District is authorized to expend up to$10,000 to cover the necessary costs related to this transaction. Section Seven. It is intended,reasonably expected,and hereby authorized that the Districts general fund will be reimbursed in the amount of$3,460,000 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. i 8 0 Proposed Guadalupe Land Company Acquisition r� Guadalupe Land Company (POST) r 286.61 Acres f. Almaden fI�uicKS r wer r .Count P�arkr II , ' n v` y Davidson Property �. 62.74 Acres Seer SPA - �_, -Kennedy ' IArea� " > � f G:,P.o—S.-.e_A:ui'Guaeeruoe_LmC_comPa�v Gued Vu�lene_ComO�v_BR mxtl ma 12-04 C 4i0 8120 l„�164. e Regional Open Sp4e � R-04-128 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15,2004 (A�I+€BRA INN 3O Yl.,A S OF 01',.N SPA(A PR1 SFIZ A 1ION AGENDA ITEM 3 AGENDAITEM Proposed Purchase of the Davidson Property as an addition to the Mt. Umunhum Area of Sierra Azul Open Space Preserve(Santa Clara County APNs 575-12-008 and 575-12-012) GENERAL MANAGER'S RECOMMENDATIONS 1. Determine that the recommended actions are categorically exempt from the lifornia Environmental Quality Act(CEQA)as set out in this report. 2. Adopt the attached Resolution authorizing purchase of the Davidson property. 3. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the property as an addition to the Mt.Umunhum Area of Sierra Azul Open Space Preserve. 4. Indicate your intention to withhold dedication of the property as public open space at this time. DESCRIPTION(see attached man) The 62.74-acre Davidson property is located between Almaden Quicksilver County Park and the Mt. Umunhum Area of Sierra Azul Open Space Preserve. Adjacent to Hicks Road and opposite Guadalupe Reservoir,the property generally climbs steeply westward towards Mt. El Sombroso. Patches of open grassland interspersed within large oak woodland provide excellent habitat for a variety of wildlife, including mountain lion. The property is an integral part of a long stretch of a relatively undisturbed scenic road corridor extending all the way along Hicks Road from Shannon Road to Alamitos Road—a distance of about seven miles. An existing network of unsurfaced roads and trails provides scenic views across Guadalupe Reservoir toward Almaden Quicksilver County Park. This purchase is important in terms of protecting the scenic qualities along the Hicks Road corridor,protecting valuable wildlife habitat,and potentially providing future trail connections between the County Park and Sierra Azul Open Space Preserve. The triangular-shaped property is bounded on the south and west by the Peninsula Open Space Trust (POST)-owned Guadalupe Land Company property; to the east by Hicks Road and Almaden Quicksilver County Park, and to the north by private property. Comprised primarily of steeply wooded, east facing slopes,the property has a series of small ridges and ravines that drain toward Guadalupe Reservoir. There are gentler slopes and small islands of open grassland and oak woodland toward the eastern boundary and above Hicks Road that provide excellent habitat for a variety of wildlife and afford visitors scenic views of the surrounding area. Interesting rock outcroppings,most likely serpentine in composition and similar to those found on the adjacent Guadalupe Land Company property, are interspersed throughout the property. Access into the area is from a steep driveway off Hicks Road near the southeast boundary. Although the network of roads within the property does not connect to the adjacent Guadalupe Land Company(POST)property,animal trails lead up the ridges and enter the property near the large scenic serpentine meadow. 33o Distel Circle 650-691-1200 Info@Openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton R-04-128 Page 2 Improvements on the property are limited to the network of unsurfaced roads,which were constructed within the past few years when the property owner was investigating the ' potential for valuable g g property's mineral deposits. An extremely steep driveway,paved for only twenty feet near Hicks Road,enters the property near the southeast corner and then climbs sharply up a short distance to a gentle terrace,where it levels out and turns northward. The unsurfaced road then parallels Hicks Road,crossing two drainages before ending at the north property line. There are lateral roads that extend off this road that run up and down the hill but do not interconnect;these roads end at mineral deposit sites. These roads are in a state of disrepair and are not likely to provide desirable trail access in the future as they are too steep and have poor drainage. USE AND MANAGEMENT Planning Considerations The property is located within the unincorporated area of Santa Clara County and zoned HS (Hillside), requiring a 20-to 160-acre minimum lot size based upon a slope density formula. The property is comprised of two legal parcels and has a potential density of two residential sites. Residential development of the property, although difficult due to the steep terrain, is feasible as there is a recorded easement of an old roadbed that passes through the southeast corner of the Guadalupe Land Company (POST)property and provides access to two potential home sites on the gentler terraces above Hicks Road. Management Considerations As part of the due diligence investigation of the property,the District contracted with Michael Cox to provide a more detailed mining assessment. Mr. Cox is a geologist with a high level of expertise and knowledge of mining activities in and around Almaden Quicksilver County Park,and according to his December 4, 2004 report,there are no signs of cinnabar-mining activities on this property. An interdepartmental site assessment was conducted for the property,and staff concluded that a road restoration project would need to be undertaken to stabilize the erosion that is occurring as a result of grading activity conducted by the prior owner. The grading is also discussed in Michael Cox's report. The restoration is minor in nature and would include correcting drainage problems and seeding the restored roadbed. Much of the damage was caused by off-road vehicle use, and once this use is terminated,the road restoration is expected to be successful. The estimated cost for field staff to complete this project is$10,000 and will be included in next fiscal year's budget. These anticipated costs include equipment rental and seed material. Preliminary Use and Management Recommendations The Preliminary Use and Management Plan will take effect at the close of escrow and remain effective until the plan is amended or a Comprehensive Use and Management Plan is prepared. 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. Public Access: Closed to public use at this time. Patrol: Routinely patrol the property. Signs: Install Preserve boundary signs where appropriate. R-04-128 Page 3 Gates/Fencing. Install a standard Preserve boundary ate with appropriate fencing at the Hicks Road g entrance. Name: Name the property as an addition to the Mt. Umunhum Area of Sierra Azul Open Space Preserve. Restoration: Restore the roads to a natural condition where appropriate,and correct drainage problems on roads to remain in use. Dedication: Indicate your intention to withhold dedication of the property as public open space at this time. Site Safety Inspection: Preliminary site safety inspection has been conducted and there are no known safety hazards on the site. CEOA COMPLIANCE Project Description The project consists of the acquisition of two parcels totaling 62.74-acres as an addition to the Mt. Umunhum 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 Sierra Azul Open Space Preserve. The land will be permanently preserved as open space 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 CEQA(California Environmental Quality Act)under Sections 15316, 15317, 15304, and 15325 of the CEQA Guidelines 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. The use and management plan specifies that 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 acquire fee interest and maintain the open space character of the area. No new development is proposed as part of this project. Section 15304,Minor Alterations to Land(Class 4), exempts minor public or private alterations in the condition of land,water, and/or vegetation which do not involve removal of healthy,mature, scenic trees except for forestry or agricultural purposes. This acquisition will involve minor road restoration when correcting drainage. Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. This acquisition will transfer fee ownership to the District and ensure it will be preserved as public open space by incorporating it into the Sierra Azul Open Space Preserve. This acquisition qualifies under four 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. i i R-04-128 Page 4 TERMS &CONDITIONS The 62.74-acre Davidson property is being purchased at a purchase price of$500,000, which equates to approximately$7,970 per acre. The value is based primarily on the fact that this property is two residential building sites at$250,000 each. The property is being purchased on an all-cash basis at the close of escrow. The property is currently listed on the open real estate market at a sale price of $500,000. This property represents two building sites in Santa Clara County with road frontage along Hicks Road. The purchase price is considered to represent fair market value for two building sites within this real estate market area. BUDGET CONSIDERATIONS 2004-2005 Budget for Land Acquisitioin New Land $15,000,000 New Land Purchased this year 1,128,951 Davidson Property (500,000) Guadalupe Land Co. proposed earlier in this agenda (3,460,000) Keyani Property proposed later in this agenda (550,000) Steinstra Property proposed later in this agenda (5,000) Hayes Property proposed later in this agenda (950,000) Land Acquisition Budget Remaining 8,406,042 Controller M. Foster was consulted on this proposed purchase and has indicated that, considering cash flow and account balances,funds are available for this property purchase. PUBLIC NOTIFICATION Property owners of land located adjacent to or surrounding the subject property have been mailed written notices of this proposed acquisition. Prepared by: Del Woods, Senior Acquisition Planner Thomas W.Fischer,Land Protection Specialist Contact Person: Thomas W.Fischer,Land Protection Specialist I I RESOLUTION 04- RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT,AUTHORIZING GENERAL MANAGER OR 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 DAVIDSON) 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 C. Davidson Family Limited Partnership, a California partnership,and 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 General Manager,President of the Board of Directors, or other appropriate officer is authorized to execute a Certificate of Acceptance on behalf of the District. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and other transactional documents which do not involve any material change to any term of the Agreement or other transactional documents which are necessary or appropriate to the closing or implementation of this transaction. Section Four. The General Manager of the District is authorized to expend up to $15,000 to cover the cost of title insurance,escrow fees,road restoration, and other miscellaneous costs related to this transaction. Section Five. It is intended,reasonably expected,and hereby authorized that the District's general fund will be reimbursed in the amount of$500,000 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of 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 purchase 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 purchase project expenditure. /. .air v .ron :,- �.nu-- �'0 C' •` i�i��•O. ����.�I :n.. a a s�G• .�". ao.7 rw piuiiii�ii•:::::: •. arr h••es•1ji• :a n :i`�i'`•p•♦ • �♦�i iiin 3:aa•iasii.U•.leaur iw .a•n•sn /O••♦ r fin►1 •i p` .i i •bii�i'• .QII • r a-In..o�:i:I'/ _ � esllG�•. in°• �•r�4�1:y CS� AH��irl1"=!1':......•.-�\� �<<` ttVo+mow �i��•if�1`aa •..� a '�a:: �.. _ r tdliil\ i a �J�3.r � � r � .:fir- .�' • �� w R fi. N PURCHASE AGREEMENT This Agreement is made and entered into by and between C &B Davidson Family Limited Partnership, a California partnership 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 Sixty-Two and seventy- four hundredths (62.74) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Numbers 575-12-008 and 575-12-012. Said property is further described in the Legal Description attached to the Amended Preliminary Report#1, dated November 5, 2004, Number 64240715 from Commonwealth Land Title Company. A copy of said Amended 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 - Davidson Page 2 of 11 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Five Hundred Thousand and no Dollars ($500,000.00), 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 11 herein, an escrow shall be opened at Commonwealth Land Title Company, 5353 Almaden Expressway, Suite 60, San Jose, CA, 95118 (408) 269-5300 (Escrow number 64240715) 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 February 17, 2005, 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 Four Hundred Ninety Nine Thousand and no Dollars ($499,000.00) which is the balance of the Purchase Price of$500,000.00 as specified in Section 2. The balance of$1,000.00 is paid into escrow in accordance with Section 11 of this Agreement. Purchase Agreement - Davidson Page 3 of 11 E. Seller 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 customary in Santa Clara County. All current property taxes on the 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 Commonwealth Land 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$500,000.00 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) title exceptions 4, 5, and 6 of Exhibit A, (ii) 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. 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. 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 Purchase Agreement - Davidson Page 4 of 11 provisions of this paragraph shall survive the close of escrow and recordation of any Grant Deed. 6. Seller's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District. A. Authority. Seller has the full right, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. B. Valid and Binding Agreements. This Agreement and all other documents delivered by 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 or partnership requirements of Seller. C. Good Title. Seller has and at the Closing date shall have good, marketable and indefeasible fee simple title 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. 7. Integrit o� f Property. Except as otherwise provided herein or by express written permission granted by District, Seller shall not, between the time of Seller's execution hereof and the close of escrow, cause or allow any physical changes on the Property. Such changes shall 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. 8. 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. Purchase Agreement - Davidson Page 5 of 11 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 and Warranties. For the purpose of consummating the sale and purchase of the Property, Seller makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District: (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, burial or disposal on under or about the Property, generation, storage, treatment discharge, b > g g > g � P � P Y of Hazardous Waste nor has Seller received or the transportation to or from the Property, t y , any communication from any such person or governmental agency or authority concerning any such matters. C. Indemni . Seller shall indemnify, defend and hold harmless District from and against and all claims liabilities, losses, damages, and costs incurred or suffered by g g District, including without limitation, attorney, engineering and other professional or expert fees, to the extent arising from any breach of the warranties or representations contained herein. 9. 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 Purchase Agreement - Davidson Page 6 of 11 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. 10. Miscellaneous Provisions. A. Access for Investigations.ions. From the date Seller delivers an executed copy of this Purchase Agreement to District and until the Closing, District and District's agents, lender, 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; provided, however, that District may not perform any work on the Property without Seller, s prior written consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller at least 24 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, proceedings, costs, expenses (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 Waste 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 parry 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. li Purchase Agreement - Davidson Page 7 of 11 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 Seiler 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 deferred exchange of property as permitted by law; provided, however that the District shall not take title to any third parry 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. er an art hereto desires or is required fired to give an F. Notices. Whenever y party q g y notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such shall be in writing and shall be deemed to have been validly served, given or communication sha g Y i United States mail registered or certified delivered at the time stated below if deposited in the U g 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: C & B Davidson Family Limited Partnership, a CA partnership c/o Gary Beck 7172 Anjou Creek Circle San Jose CA 95120 (408) 268-4062 FAX: (408) 927-0225 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton, General Manager Purchase Agreement - Davidson Page 8 of 11 (650) 691-1200 FAX: (650) 691-0485 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. 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. Page Purchase Agreement - Davidson Pa g 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. District shall not be responsible for any real estate commission or other related costs or fees in this transaction. Seller agrees to and does hereby indemnify and hold District harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of Seller in connection with this transaction. 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 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. including the right of discovery. 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 Purchase Agreement - Davidson Page 10 of 11 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 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 T HE ARBIT RATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. SELLER INITIAL A , DISTRICT INITIAL 11. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before December 3, 2004, District shall have until midnight December 15, 2004 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 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. 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. � lII I Purchase Agreement - Davidson Page 11 of 11 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. C 4- _ 1 DISTRICT: SELLER: C & B Davidson Family Limited Partnership, a California partnership MIDPENINSULA REGIONAL OPEN SPACE DISTRICT tee) ACCEPTED FOR RECOMMENDATION Date: a a o �— Michael C. Williams, Real Property Manager APPROVED AS TO FORM: Susan M. Schectman, General Counsel RECOMMENDED FOR APPROVAL: L. Craig Britton, General Manag APPROVED AND ACCEPTED: President, Board of Directors ATTEST: District Clerk Date: 11924 -Almaden 5353 Almaden Expressway Suite 60 San dose, CA 95118 Phone: (408) 269-5300 Fax: (408) 269-1600 LandAmerica Commonwealth Joe Beatty Real Estate Our File No: 64240715 7172 Anjou Creek Circle Escrow Officer: Laura Higgins San Jose, CA 95120 Attn: Gary Beck AMENDED PRELIMINARY REPORT #1 Dated as of November 5, 2004 at 7:30 a.m. In response to the above referenced application for olio of title insurance Commonwealth Land P PP policy , Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policyor Policies of Title Insurance describing the land and the estate g t to 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 Exclusion from the coverage of said Policy or Policies are set forth in Exhibit B attached._ Copies of the Policy forms should be read. They are available from the office which issued this report. 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 j Commitment should be requested. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit B 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. i EXHIBIT i CLTA Preliminary Report Form (Rev 1/1/95) Page 1 File No: 64240715 SCHEDULE A The form of policy of title insurance contemplated by this report is: CLTA Standard Loan ALTA Loan 1992 The estate or interest in the land hereinafter described or referred to covered by this report is: A FEE as to Parcels One and Three; AN EASEMENT more fully described below as to Parcel Two Title to said estate or interest at the date hereof is vested in: C & B Davidson Family Limited Partnership, a CA partnership The land referred to herein is situated in the County of Santa Clara, State of California, and is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF CLTA Preliminary Report Form (Rev 1/1/95) Page 2 i File No: 64240715 Exhibit "A" All that certain real property situate in the County of Santa Clara, State of California, described as follows: (Unincorporated Area) PARCEL ONE: All of Parcel A as shown upon that certain Lot Line Adjustment Parcel Map recorded on May 10, 1982, in Book 500 of Maps at Pages 9 and 10. PARCEL TWO: Road and utilities easement as conveyed in Deed recorded May 20, 1982, in Book G795, Page 626, Series No. 7369004, Santa Clara County Records, and being more particularly described as follows: Beginning at a 1-inch iron pipe labeled Monument 37 on a Parcel Map recorded in Book 405, Pages 24 and 25 of Maps, Official Records of Santa Clara County, thence South 00 51' West 145.92 feet to a 1-inch iron pipe Monument 36; thence South 90 11' West 71.00 feet to a 1-inch iron pipe; thence South 01, 11' West 50.07 feet to a point, thence North 770 49' West 48.47 feet to a 1-inch iron pipe, thence North 770 49' West 55.53 feet to a point, thence North 130 36' West 55.33 feet to a 1-inch iron pipe, thence North 130 36' West 264.24 feet to 1/2-inch iron pipe, thence South 750 39' East 19.80 feet to a 1-inch iron pipe tagged County Surveyor,• thence South 750 39' East 36.80 feet to a 1/2-inch iron pipe; thence South 75" 39' East 143.68 feet to the point of beginning. Assessor's Parcel Number 575-12-012 PARCEL THREE: Parcel A, as shown upon the Parcel Map recorded March 20, 1981, in Book 481 of Maps, at Pages 20 and 21. Assessor's Parcel Number 575-12-008 i CLTA Preliminary Report Form (Rev 1/1/95) Page 3 I File No: 64240715 SCHEDULE B At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions in said policy form would be as follows: 1. Property taxes, including general and special taxes, personal property taxes, if any, and any assessments collected with taxes, for the fiscal year 2004 - 2005. 1st Installment: $392.11 Paid 2nd Installment: $392.11 Open Land Value: $35,485.00 Code Area: 80-002 Assessment No.: 575-12-008 Affects: Parcel Three 2. Property taxes, including general and special taxes, personal property taxes, if any, and any assessments collected with taxes, for the fiscal year 2004 - 2005. 1st Installment: $1,438.85 Paid 2nd Installment: $1,438.85 Open Land Value: $211,964.00 Code Area: 80-002 Assessment No.: 575-12-012 Affects: Parcels One &Two 3. Supplemental or escaped assessments of property taxes, if any, assessed pursuant to the Revenue and Taxation Code of the State of California. 4. An easement for the purposes shown below and rights incidental thereto as shown or as offered for dedication on the recorded map shown below. Map: Parcel Map Filed: October 6, 1977, Book 405 of Maps, Pages 24 and 25 Easement purpose: Slope Affects: 20-foot strip of land along a Southwesterly lot line; reference is made to said document for full particulars Easement purpose: Road and utilities Affects: 60-foot strip of land contiguous to and 20 feet Northeasterly of a Southwesterly lot line CLTA Preliminary Report Form (Rev.1/1/95) Page 4 File No: 64240715 SCHEDULE B - Continued 5. Matters contained in the dedication statement or elsewhere on the tract or parcel map shown below, which among the things provide: Tract/Parcel Map: Parcel Map (405 M 24) Provisions: There is no existing road in the 60-foot right of way; approval will be required from the county prior to construction of access roads and additional rights of way may have to be obtained Reference is made to said map for full particulars. 6. Matters contained in the dedication statement or elsewhere on the tract or parcel map shown below, which among the things provide: Tract/Parcel Map: Parcel Map (481 M 20) Provisions: Parcels shall be conditioned by Santa Clara County Land Development Coordinator; conditions to include, but not limited to, road dedication and road improvements, water supply, sewage disposal, and fire protection Reference is made to said map for full particulars. 7. Matters which may be disclosed by an inspection or by a survey of said land that is satisfactory to this Company, or by inquiry of the parties in possession thereof. *** END OF EXCEPTIONS *** BW2/bw2/November 9, 2004 BW2/bw2/November 18, 2004 - Amendment #1 (#4 now includes old #4 & #5) Requirements: REQ NO.1: The Company will require that a certified copy of the Statement of Partnership Authority (Form GP-1) filed in the Office of the Secretary of State for the partnership named below be recorded in the Office of the County Recorder for the county in which the land is located as provided in Corporations Code Section 16105. In addition the Company will require a list of the names and mailing addresses of all partners in the partnership if not set forth in the Statement of Partnership Authority. Partnership: C & B Davidson Family Limited Partnership, a CA partnership REQ NO.2: The Company will require that it be provided with a full copy of the partnership agreement of the partnership named below, together with all supplements or amendments thereto, before issuing any policy of title insurance. Partnership: C & B Davidson Family Limited Partnership, a CA partnership CLTA Preliminary Report Form (Rev 1/1/95) Page 5 i File No: 64240715 INFORMATIONAL NOTES NOTE NO. 1: PRIVACY NOTICE (15 U.S.C. 6801 AND 16 CFR PART 313): WE COLLECT NONPUBLIC PERSONAL INFORMATION ABOUT YOU FROM INFORMATION YOU PROVIDE ON FORMS AND DOCUMENTS AND FROM OTHER PEOPLE SUCH AS YOUR LENDER, REAL ESTATE AGENT, ATTORNEY, ESCROW, ETC. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT OUR CUSTOMERS OR FORMER CUSTOMERS TO ANYONE, EXCEPT AS PERMITTED BY LAW. WE RESTRICT ACCESS TO NONPUBLIC PERSONAL j INFORMATION ABOUT YOU TO THOSE EMPLOYEES WHO NEED TO KNOW THAT INFORMATION IN ORDER TO PROVIDE PRODUCTS OR SERVICES TO YOU. WE MAINTAIN PHYSICAL, ELECTRONIC AND PROCEDURAL SAFEGUARDS THAT COMPLY WITH FEDERAL REGULATIONS TO GUARD YOUR NONPUBLIC PERSONAL INFORMATION. I NOTE NO. 2: SENATE BILL 2319 EFFECTIVE JANUARY 1, 1991, REQUIRES THAT UNLESS WAIVED BY THE CALIFORNIA FRANCHISE TAX BOARD, A BUYER MUST WITHHOLD FROM ANY SELLER WHO IS NOT A CALIFORNIA RESIDENT, A SUM EQUAL TO 3 1/3% OF THE SALES PRICE OF THE PROPERTY CONVEYED. NOTE NO. 3: THE INFORMATION ON THE ATTACHED PLAT IS PROVIDED FOR YOUR CONVENIENCE AS A GUIDE TO THE GENERAL LOCATION OF THE SUBJECT PROPERTY. THE ACCURACY OF THIS PLAT IS NOT GUARANTEED, NOR IS IT A PART OF ANY POLICY, REPORT OR GUARANTEE TO WHICH IT MAY BE ATTACHED. NOTE NO. 4: CALIFORNIA INSURANCE CODE SECTION 12413.1 REGULATES THE DISBURSEMENT OF ESCROW AND SUB-ESCROW FUNDS BY TITLE COMPANIES. THE LAW REQUIRES THAT FUNDS BE DEPOSITED IN THE TITLE COMPANY ESCROW ACCOUNT AND AVAILABLE FOR WITHDRAWAL PRIOR TO DISBURSEMENT. FUNDS DEPOSITED WITH THE COMPANY BY WIRE TRANSFER MAY BE DISBURSED UPON RECEIPT. FUNDS DEPOSITED WITH THE COMPANY VIA CASHIER'S CHECK OR TELLER'S CHECK DRAWN ON A CALIFORNIA BASED BANK MAY BE DISBURSED ON THE NEXT BUSINESS DAY AFTER THE DAY OF DEPOSIT. IF FUNDS ARE DEPOSITED WITH THE COMPANY BY OTHER METHODS, RECORDING AND/OR DISBURSEMENT MAY BE DELAYED. ALL ESCROW AND SUB-ESCROW FUNDS RECEIVED BY THE COMPANY WILL BE DEPOSITED WITH OTHER ESCROW FUNDS IN ONE OR MORE NON- INTEREST BEARING ESCROW ACCOUNTS OF THE COMPANY IN A FINANCIAL INSTITUTION SELECTED BY THE COMPANY. THE COMPANY MAY RECEIVE CERTAIN DIRECT OR INDIRECT BENEFITS FROM THE FINANCIAL INSTITUTION BY REASON OF THE DEPOSIT OF SUCH FUNDS OR THE MAINTENANCE OF SUCH ACCOUNTS WITH SUCH FINANCIAL INSTITUTION, AND THE COMPANY SHALL HAVE NO OBLIGATION TO ACCOUNT TO THE DEPOSITING PARTY IN ANY MANNER FOR THE VALUE OF, OR TO PAY TO SUCH PARTY, ANY BENEFIT RECEIVED BY THE COMPANY. THOSE BENEFITS MAY INCLUDE, WITHOUT LIMITATION, CREDITS ALLOWED BY SUCH FINANCIAL INSTITUTION ON LOANS TO THE COMPANY OR ITS PARENT COMPANY AND EARNINGS ON INVESTMENTS MADE WITH THE PROCEEDS OF SUCH LOANS, ACCOUNTING, REPORTING AND OTHER SERVICES AND PRODUCTS OF SUCH FINANCIAL INSTITUTION. SUCH BENEFITS SHALL BE DEEMED ADDITIONAL COMPENSATION OF THE COMPANY FOR ITS SERVICES IN CONNECTION WITH THE ESCROW OR SUB-ESCROW. NOTE NO. 5: THE CHARGES WHICH THE COMPANY WILL MAKE FOR NEXT DAY MESSENGER SERVICES (I.E. FEDERAL EXPRESS, UPS, DHL, AIRBORNE, EXPRESS MAIL, ETC.) ARE $15.00 PER LETTER, STANDARD OVERNIGHT SERVICE, AND $25.00 FOR LARGER SIZE PACKAGES AND/OR PRIORITY DELIVERY SERVICES. SUCH CHARGES INCLUDE THE COST OF SUCH MESSENGER SERVICE AND THE COMPANY'S EXPENSES FOR ARRANGING SUCH MESSENGER SERVICE AND ITS OVERHEAD AND PROFIT. SPECIAL MESSENGER SERVICES WILL BE BILLED AT THE COST OF SUCH SERVICES. THERE WILL BE NO ADDITIONAL CHARGE FOR PICK-UP OR DELIVERY OF PACKAGES VIA THE COMPANY'S REGULARLY SCHEDULED MESSENGER RUNS. I i Form 2210-11 (6/2/98) Page 6 I I File No: 64240715 NOTE NO. 6: SECTION 12413.1 OF THE CALIFORNIA INSURANCE CODE, EFFECTIVE JANUARY 1, 1990, REQUIRES THAT ANY TITLE INSURANCE COMPANY, UNDERWRITING TITLE COMPANY OR CONTROLLED ESCROW COMPANY HANDLING FUNDS IN AN ESCROW OR SUB- ESCROW CAPACITY, WAIT A SPECIFIED NUMBER OF DAYS BEFORE DEPOSITING FUNDS, BEFORE RECORDING ANY DOCUMENTS IN CONNECTION WITH THE TRANSACTION OR DISBURSING FUNDS. THIS STATUTE ALLOWS FOR FUNDS DEPOSITED BY WIRE TRANSFER TO BE DISBURSED THE SAME DAY AS DEPOSIT. IN THE CASE OF CASHIER'S CHECKS OR CERTIFIED CHECKS, FUNDS MAY BE DISBURSED THE NEXT DAY AFTER DEPOSIT. IN ORDER TO AVOID UNNECESSARY DELAYS OF THREE TO SEVEN DAYS, OR MORE, PLEASE USE WIRE TRANSFER, CASHIER'S CHECKS OR CERTIFIED CHECKS WHENEVER POSSIBLE. IF YOU HAVE ANY QUESTIONS ABOUT THE EFFECT OF THIS LAW, PLEASE CONTACT YOUR COMMONWEALTH LAND TITLE COMPANY OFFICE FOR MORE DETAILS. WIRE TRANSFER INSTRUCTIONS I WIRE TO: BANK OF AMERICA CA9-703-16-20 333 SOUTH BEAUDRY AVENUE, 16TH FLOOR LOS ANGELES, CA 90017-1466 ABA ROUTING NO.: 121000358 ! FOR CREDIT TO: COMMONWEALTH LAND TITLE COMPANY ACCOUNT NUMBER: 1235520752 I NOTE NO. 7: THERE ARE NO CONVEYANCES AFFECTING SAID LAND RECORDED WITHIN TWO (2) YEARS OF THE DATE OF THIS REPORT. NOTE NO. 8: THE CHARGE FOR A POLICY OF TITLE INSURANCE, WHEN ISSUED THROUGH THIS TITLE ORDER, WILL BE BASED ON THE SHORT-TERM RATE. NOTE NO. 9: TITLE SEARCH DISCLOSED NO OPEN DEEDS OF TRUST. PLEASE CONFIRM PRIOR TO CLOSE OF ESCROW. I I Page 7 Exhibit B(Rev.2/4/02) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY—1990 EXCLUSIONS FROM COVERAGE The following matters arc expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise 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,prohibiting or relating to()the occupancy,use or enjoyment of the land:(ii)the character,dimensions or location of any improvement now or hereafter erected on the land(iii)a separation in ownership or a change in the dimensions or area of to land or any parcel of which the land is or was a part;or(iv)environnental protection,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 defect,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 notice ofa defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date orpoucy. 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 taking which has occurred prior to Date of Policy which would be binding on the rights ofa purchaser for value without knowledge. 3 Defects,liens,encumbrances,adverse claims or other matters: (a) whetter 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 to Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company 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,or (e) 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 interest insured by this policy. '.. 4 Unenforceability 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 subsequent owner of the indebtedness to comply with the applicable doing business laws ofthe 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 baud 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 insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws. EXCEPTIONS FROM COVERAGE—SCHEDULE B,PART I This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of 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 rot 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 lard which may be asserted by persons in possession thereof. '.. 3. Easements,liens or encumbrances,or claims thereof,which arc 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 arc not shown by the 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 or not the matter;excepted under(a), (b)or(c)are shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(6/2/98) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE(10/17/98) EXCLUSIONS In addition to the Exceptions in Schedule B,You arc not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Govemmnental police 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 matters if notice of the violation or enforcement appears in the Public Records at the Policy 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 violations 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: j III R. 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 foal occur after the Policy Date—this does not limit the coverage described in Covered Risk 7,K 22,23,24 or 25. 5 Failure to pay value for Your Title. 6 Lack ofa right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schcdult A;and b, in streets,alleys,or waterways that touch the land. This Exclusion does not limit the coverage described in Covered Risk I 1 or 18. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B,you arc not insured against toss,costs,attorneys'fees,and expenses resulting from: 1 Governmental police power,and the existence or violation of any law or government regulation.This includes building and zoning 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 then matters which appear in the public records at Policy Date. 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 Dale • 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 appeared 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 ofa 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 I i I I i AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY(10-17-92) WITH ALTA ENDORSEMENT-FORM I COVERAGE EXCLUSIONS FROM COVERAGE The following matters arc expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorney's fees or expenses which arise by reason of 1. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting,regulating,prohibiting or misting to(i)the occupancy, , use or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the land;(ii)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 protection,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 defect,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 encumbrance resulting from a violation or alleged violation effecting 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 taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,Germ,encumbrances,adverse claims or other matters: (a) crested,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 Company 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(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services,labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy);or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforccability 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 subsequent owner of the indebtedness,to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured rortgage,or claim thereof which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. x 6. Any statutory lien for services,labor or materials(or the claim of priority of any statutory lien for services,labor or materials over the lien of the insured mortgage)arising from an improvement or work '....., which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim which arises out of the transaction creating the interest of the mortgagee insured by this Policy,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer,or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination;or '... (iii) the transaction creating the interest of the insured mortgagee being deemed a pre (a) to timely record the instnunem of transfer,or (b) of such recordation to impart notice to a purchaser for value or a judgmem or Gen creditor. The above policy forme may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: I EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: I. 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. I 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 pubic records. 2. Any facts,rights,interests or claim which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 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 the 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 or not the matters excepted under(a),(b) or(c)we shown by the public records. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY(10-17-92) And AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY(10-17-92) EXCLUSIONS FROM COVERAGE 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 arise by reason of 1. (a) Any law,ordinance or governmental regulation('secluding but not limbed to building and zoning laws,ordinances,or regulations)restricting,regulating,prohibiting or relating to()the occupancy, use or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or herealler erected on the land;(ii)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 protection,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 defect,lien or encumbrance resulting from a violation or alleged violating affecting the land has been recorded in the public records at Date of I�r Policy. (b) Any governmental policy 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 encumbrance 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 taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liar,encumbrances,adverse claims or other matters: (a) 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 Company 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 crated subsequent to Date of Policy;or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claims,which aril out of the transaction vesting in the insured the estate or interest insured by the policy,by mason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: () the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer;or (i) the transaction treating the estate or interest insured by the policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer,or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. in addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage Policy will also include the following General Exceptions. EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 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 orsuch agency or by the pubic records. 2. Any facts,rights,interests or claim which arc not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary line,storage in area,encroachments,or any other facts which a comet survey would disclose,and which are not shown by the 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 or not the matters excepted under(a),(b) or(c)arc shown by the public records ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(10/13/01) EXCLUSIONS FROM COVERAGE I The following matters are expressly excluded from the covemk_ is policy and the Company will not pay loss or damage,costs,attorneys fecu ,.pmses which arise by reason of: I. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting,regulating,prohibiting or relating to()the occupancy, use,or enjoyment of the Land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the Land;(ii)a separation in ownership or a change in the dimensions or areas of the Land or any parcel of which the Land is or was a part;or(iv)environmental protection,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 defect,lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy.This exclusion does not limit the coverage provided under Covered Risks 12,13,14,and 16 of this policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise themof or a 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 Policy. This exclusion does not limit the coverage provided under Covered Risks 12,13,14,and 16 of this Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the Public Records ar Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without Knowledge. 3. Defects,bens,encumbrances,adverse claims or other matters: (a) created,suffered,assured 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 Company 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(this paragraph does not limit the coverage provided under Covered Risks g,16,1 g,19,20,21,a 23,24,25 and 26);or (e) resulting in loss or damage which would not have been sustained if the insured Claimant had paid value for the Insured Mortgage. 4. Unenforaability 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 subsequent owner of the indebtedness,to comply with applicable doing business laws of the state in which the Land is situated. 5. Invalidity or unenforaability of the lien of the Insured Mortgage,or claim thereof+which arises out of the transaction evidenced by the insured Mortgage and is based upon usury,except as provided in Covered Risk 27,or any consumer credit protection or truth in lending law. 6. Real property razes of assessments of any governmental authority which become a lien on the Lard subsequent to Date of Policy. This exclusion does net limit the coverage provided under covered Rids 7,9(e)and 26. 7. Any claim of invalidity,unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit the coverage provided in Covered Risk S. 9. Lack of priorhy of the lien of the Insured Mortgage as to each and every advance made after Date of Policy,and all interest charged thereon,over liens,encumbrances and otter matters affecting the title,the existence of which are Known to the Insured at: (a) The time of the advance;or (b) The time a modification is made to the terns of the Insured Mortgage which changes the rate of interest charged,if the rate of Interest is greater as a result of the modification than it would have been before the modification This exclusion does not limit the coverage provided in Covered Risk g. 9. The failure of the residential structure,or any portion thereof to have been constructed before,on or after Date of Policy in accordance with applicable building modes.This exclusion does not apply to violations ofbuilding codes if notice of the violation appears in the Public Records at Date of Policy. !S Regional Open Spree R-04-125 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15,2004 AGENDA ITEM 4 AGENDAITEM Proposed Purchase of the Keyani Property as an addition to Monte Bello Open Space Preserve(Santa Clara County APN 351-16-021) GENERAL MANAGER'S RECOMMENDATIONS 4 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 Keyani property. 3. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the property as an addition to the Monte Bello Open Space Preserve. 4. Indicate your intention to withhold dedication of the property as public open space at this time. DESCRIPTION(see attached map) The 100-acre Keyani property is located in Stevens Creek Canyon adjacent to Monte Bello Open Space Preserve. Situated above Stevens Canyon Road,the property ascends steeply up the south-facing slope and is highly visible from the Saratoga Gap Open Space Preserve and the Stevens Canyon Ranch property recently acquired by Peninsula Open Space District. A deep canyon and prominent ridge extend through the property in the north-south direction. From a trail along the ridgetop,one can view most of the upper portion of the Stevens Creek watershed and surrounding public lands including, Skyline- Sanborn County Park,Upper Stevens Creek County Park, Saratoga Gap, Monte Bello, Skyline Ridge and Russian Ridge Open Space Preserves. The Stevens Creek Trail,jointly proposed by the County of Santa Clara and the District to connect Stevens Creek County Park to Upper Stevens Creek County Park and Monte Bello Open Space Preserve, is planned in the vicinity of the property. Besides valuable trail opportunities,purchase of the property will provide for protection of important watershed land, wildlife habitat and a scenic ridgetop. The Keyani property is comprised of one irregularly shaped parcel that is bounded by District open space land to the east and southwest, and private property to the north,west and south. Stevens Creek County Park shares a common corner with the property to the southeast. An open space easement, owned by the District, is located on private land adjacent to the northeast corner. An unsurfaced driveway that extends along the length of the ridgetop connects through private property in the southerly direction to Stevens Canyon Road and to Monte Bello Road in the northerly direction. The road also provides vehicle access to high voltage PG&E towers that angle across the southeast portion of the property. The property's rugged south-facing slopes climb nearly 600 feet in elevation from the bottom of the canyon and creek in the southeast corner to the high point of the ridgetop in the northwest corner. The diverse landscape ranges from a densely wooded riparian corridor along the bottom of the canyon that transitions to an open chaparral landscape along the steep upper slopes and ridgetop. Two tributaries jjo Distel Circle 6So-691-1200 Info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,led Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nanette Hanko,Larry Hossett,Kenneth C.Nitz L.Craig Britton R-04-125 Page 2 join in the northeast corner to form the main creek;one tributary originates in the adjacent District preserve and open space easement near Monte Bello Road. Improvements on the property are limited to a network of unsurfaced and deteriorating roads,and PG&E high voltage towers. The road network begins in the southwest corner where one route extends northerly along the ridgetop, another departs from the ridgetop in the easterly direction and descends into the canyon,and a third traverses the steep slope in the northeasterly direction and,once connected,up to existing District land. Only the ridgetop road is passable at this time. The primary access to this ridgetop road is from Stevens Canyon Road, first passing through District land(the recently acquired Thompson property)and then climbing steeply through a private property. A PG&E easement and an unrecorded access easement benefiting the Keyani property cross this private property along this road. PG&E services three high voltage towers that are located in the southeast corner of the property and cross over the steep canyon. USE AND MANAGEMENT Planning Considerations The property is located within the unincorporated area of Santa Clara County and zoned HS (Hillside), requiring a 20 to 160-acre minimum lot size based upon a slope density formula. The property is comprised of one legal parcel and has a potential density of one residential site. Residential development of the property would be difficult due to the length and steepness of the access driveway,but a home site could be easily constructed on the relatively gentle slopes along a portion of the ridgetop. I Preliminary Use and Management Recommendations The Preliminary Use and Management Plan will take effect at the close of escrow and remain effective until the plan is amended or a Comprehensive Use and Management Plan is prepared. 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. Public Access: Closed to public use at this time. Patrol: Routinely patrol the property. Signs: Install preserve boundary rysigns where appropriate. Name: Name the property as an addition to the Monte Bello Open Space Preserve. Dedication: Indicate your intention to withhold dedication of the public o ace at this property as P pensP time. Site Safety Inspection: Preliminary site safety inspection has been conducted and there are no known safety hazards on the site. CEOA COMPLIANCE Project Description The project consists of the purchase of a 100-acre property as an addition to the Monte Bello 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 Monte R-04-125 Page 3 Bello Open Space Preserve. The land will be permanently preserved as open space 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 CEQA(California Environmental Quality Act)under Sections 15316, 15317, 15325, 15330 and 15061 of the CEQA Guidelines 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. The use and management plan specifies that 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 acquire fee interest and maintain the open space character of the area. No new development is proposed as part of this project. Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. This acquisition will transfer fee ownership to the District and ensure it will be preserved as public open space by incorporating it into the Monte Bello Open Space Preserve. This purchase qualifies under 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&CONDITIONS The purchase price for this 100-acre property is $550,000 or$5,500 per acre,which is to be paid in cash at the close of escrow. The purchase price is based upon a fair market appraisal jointly commissioned by the seller and the District. The property is considered a single building site in Santa Clara County. Staff of the Santa Clara County Parks and Recreation Department has agreed to recommend a contribution of one-half(50%)of the purchase price,or$275,000. This contribution is subject to the approval of the County Board of Supervisors. In exchange for the County's contribution,the County would receive an open space easement over the entire property requiring that the property be maintained in a natural condition. Approval of a funding agreement with the County and the open space easement would come to you as a future agenda item. Since no final funding agreement has been approved by the County,the Board should make its purchase determination based upon payment of the full purchase price,although staff considers the County contribution highly likely. I The access road to the Keyani property comes off Stevens Canyon Road and passes through the recently acquired Thompson property(see report R-03-20, dated February 12,2003)and crosses through a private property to the west. The access road is the subject of an unrecorded access easement through the private property,and is also utilized by PG&E under a recorded access easement to maintain the utility towers and lines,which bisect the subject property. The private property owner has recently tried to block use of the access road. Staff will work with the private property owner to formalize the use of this access easement and to resolve any outstanding access issues. R-04-125 Page 4 BUDGET CONSIDERATIONS 2004-2005 Budget for Land Acquisition New Land $15,000,000 New Land Purchased this year 1,128,951 Keyani Property (550,000) Guadalupe Land Co. proposed earlier on this agenda (3,460,000) Davidson Property proposed earlier on this agenda (500,000) Stienstra.Property proposed later on this agenda ( 5,000) Hayes Property proposed later on this agenda (950,000) Land Acquisition Budget Remaining 8.406.049 Controller M. Foster was consulted on this proposed purchase and has indicated that,considering cash flow and account balances, funds are available for this property acquisition. PUBLIC NOTIFICATION Property owners of land located adjacent to or surrounding the subject property have been mailed written notices of this proposed acquisition. Prepared by: Del Woods, Senior Acquisition Planner Michael C.Williams,Real Property Manager Contact Person: Michael C. Williams, Real Property Manager i RESOLUTION 04- RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT,AUTHORIZING GENERAL MANAGER OR OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER j DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION(MONTE BELLO OPEN SPACE PRESERVE—LANDS OF KEYANI) 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 Khodadad Keyani and Judith A. Keyani,Trustees of the Keyani Family Trust dated June 12, 1986 and 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 General Manager or the President of the Board of Directors or other appropriate officer is authorized to execute a Certificate of Acceptance on behalf of the District. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and other transactional documents which do not involve any material change to any term of the Agreement or other transactional documents,which are necessary or appropriate to the closing or implementation of this transaction. Section Four. The General Manager of the District is authorized to expend up to$5,000 to cover the cost of title insurance,escrow fees,and other miscellaneous costs related to this transaction. Section Five. It is intended,reasonably expected,and hereby authorized that the District's general fund will be reimbursed in the amount of$550,000 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 Districts 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. I Proposed Keyani Acquisition Z.. YY , w _ � Proposed `.. Keyani Addition (100 Acres) ens reek j County l ' I 'f� P,a rk 4 NOW Stevens Creek County Park 5 ste� �_ a F Stevens Canyon Ranch {POST} r _ t G r�s*+on+e_ea�o.�tera.+<a.r�_c#ti r ,z.a.,a /o 750 1,500 3,000 !W�7 Feet Regional Open Space R-04-132 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15 2004 CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION AGENDA ITEM 5 j AGENDA ITEM Proposed Purchase of the Hayes Property as an Addition to E Sereno Open Space Preserve(Santa Clara County Assessor's Parcel 510-27-007) GENERAL MANAGER'S RECOMMENDATIO S 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 Hayes property. 3. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the property as an addition to El Sereno Open Space Preserve. 4. Indicate your intention to dedicate the property as public open space at this time. DESCRIPTION The 1.52-acre property is located near the Town of Monte Sereno on the northern edge of El Sereno Open Space Preserve. Although small,the property will be a very important addition because it includes a segment of the Overlook Trail and is surrounded, in part,by the preserve. An existing residence is located on the property immediately adjacent to the Overlook Trail that provides the only access to the preserve in this geographical region. There have been numerous conflicts between occupants of the residence,District patrol staff,and neighbors wishing to access the Preserve. It can be expected that these conflicts will only increase as, over time,the number of trail users and the frequency of patrol vehicles increase. Also,the property will probably be further developed for residential use if it is not acquired for open space purposes. Residential use would negatively impact public access to the Preserve as well as disturb valuable wildlife habitat adjacent to the house. As a ranger residence,the property would also be an excellent location for District field staff to better serve area Preserves. The property is bounded by District land to the south and west,and by private property to the north and east. The western boundary is delineated by the centerline of the Overlook Trail; Littlebrook Drive forms the eastern boundary. A tributary to San Tomas Aquino Creek lies downhill to the east. Below the residence, the property is densely wooded and steep and descends from Overlook Trail to Littlebrook Drive. The majority of the site is comprised of a mixed evergreen forest composed primarily of bay laurel,madrone,and oak. Improvements to the property include a two-bedroom, two-bath, two-story, 1,500 square-foot house; an outside deck around the perimeter of the house; and a parking deck. The house was built around 1972 under the permits required by the County of Santa Clara at that time, including the County's seismic code. The house survived the 1989 Loma Prieta earthquake with no damage. San Jose Water Company supplies potable water to the house,which also has a septic system. The property is part of the Montgomery Highlands Homeowners Association,which maintains a network of roads that include a segment of Overlook Drive leading up the hill to the property, and a portion of Overlook 33o Distel Circle 650-691-1200 info@openspace.org BOARD OE DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-69i-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton R-04-132 Page 2 Trail extending through the property. The 22-member Association owns a 30-foot access easement across the western edge of the property where Overlook Trail extends from the end of Overlook Drive to the gate near the property's southern boundary. A portion of the residence and decks is located within this easement. Association members have used Overlook Trail for pedestrian and equestrian purposes in the past,and it is understood that it is available for emergency vehicular use. USE AND MANAGEMENT Planning,,Considerations The property is located within the unincorporated area of Santa Clara County and zoned HS (Hillside Residential),requiring a 20-to 160-acre minimum lot size based upon a slope density formula. The property is comprised of one legal parcel and has an existing residence. Access to the site is from Overlook Drive, a paved private road serving the Montgomery Highlands neighborhood. The existing modestly sized residence could be expanded most easily by stepping an addition down the slope and intruding on the natural environment. Changes to the front of the house would be more difficult,as this portion of the structure is within an existing easement. Potential Parking Acquisition of the property provides the opportunity to develop a small parking area and trailhead that would be the first and only developed access point to 1412-acre El Sereno Open Space Preserve. Preliminary planning efforts indicate it is feasible to develop a six-to eight-vehicle parking area near the property's southern boundary and perhaps to add an additional three parking spaces near the residence. Although the parking area would be limited in size and perhaps best operated on a permit basis to avoid overcrowding, it p g P p p p g, would be criticallyimportant to a reserve that has a parking deficiency. Since the reserve was established p P p g Y p in 1975,providing public access has been a major concern and challenge given the highly developed nature of the adjacent properties. Currently,public access to the Preserve is limited to a two-vehicle roadside pullout at the end of Monte Vina Road, and a trail with restricted use at Sheldon Road, established under a recently approved license with adjacent neighbors. Based on the District's recent survey of the property, it appears that limited parking could best be aligned on the Hayes property both inside and outside the easement boundary. Further investigation will be conducted as part of the use and management planning process and brought back to you in the form of a use and management plan amendment. Management Considerations In the past, numerous conflicts have arisen between occupants of the house, District patrol staff, and neighbors accessing the portion of Overlook Trail that passes in close proximity to the entrance of the house. Aggressive dogs,disparaging remarks,vehicles parked in the middle of the road,and unfriendly signs have intimidated neighbors and the public from accessing the area. These conflicts have been a result of rental residents disregarding the easement rights of the District and members of the Montgomery Highlands Homeowners Association. Having control over who resides in the house is desirable as it will provide a welcoming atmosphere to the Preserve visitors; will maintain the house in good condition; will establish a presence that will deter illegal activities in this remote location; will provide a District presence; will assist with problems that may develop in the surrounding area; and will greatly benefit the District in terms of Preserve management. In addition, the house provides a strategic location for a ranger residence in the southern part of the District where the Operations Department has determined there is a need for better after-hours response. Currently,there are three ranger residences in the Foothills region located at Rancho San Antonio,Fremont Older and the Rancho de Guadalupe area of Sierra Azul Open Space Preserves. The southernmost residence at Sierra Azul is temporary,as it is rented from a private property owner. Designating the Hayes residence as a ranger I R-04-132 Page 3 residence would more evenly distribute District residences in the region, and would become extremely valuable if the rental agreement for the Sierra Azul ranger residences should ever be discontinued. Locating a ranger residence at this location would also enhance the District's ability to properly manage the potential parking area that 1 v e could be developed ed in close proximity to the house. Surveillance is one of the P P g p p tY most important and critical management considerations that would be investigated if a parking area were to be developed in this remote location. Given the history of past illegal activities occurring in this area,the adjacent neighbors will need to be assured that the District will be providing adequate surveillance if a parking area is developed. A ranger residence will meet this need. A structural analysis of the residence indicates that some of the extensive decking needs to be replaced. The estimated cost to complete this project is$50,000-$90,000. At this time,the entry and walking decks need to be repaired at an estimated cost of$50,000 that would be included in next fiscal year's budget. District staff will have the work performed by the professional contractor who provides the lowest responsible bid. The repair of the parking deck would be deferred until additional planning could be completed for the potential parking area and trailhead. If a sufficient number of parking spaces could be found to accommodate the public and residents,then it might not be necessary to further improve the parking deck,which would cost an estimated additional $40,000. Preliminary Use and Management Recommendations The Preliminary Use and Management Plan will take effect at the close of escrow and remain effective until the plan is amended or a Comprehensive Use and Management Plan is updated. The unimproved area of the property will be maintained in a natural condition,and the residence will be maintained for occupancy. No changes to existing land use are anticipated. The property will be closed to the general public for the foreseeable future. Public Access: Closed to public use at this time; open to Montgomery Highlands residents having easement rights to Overlook Drive. Structure: Repair entry and walking decks. Ranger Residence: Designate the structure as a ranger residence. Patrol: Routinely patrol the property. Sims: Install boundary and preserve regulatory signs as appropriate. Barriers: Install new gate and stile at entrance. Name: Name the property as an addition to the El Sereno Open Space Preserve. Site Safety Inspection: Site safety inspection has been conducted, and there are no known safety hazards on the site. Dedication: Indicate your intention to dedicate the property as public open space. CEQA COMPLIANCE Project Description The project consists of the acquisition of a 1.52-acre residential property as an addition to El Sereno Open Space Preserve,and the concurrent adoption of a Preliminary Use and Management Plan for the addition. I i R-04-132 Page 4 Ultimately,the property will be included in the Comprehensive Use and Management Plan for El Sereno Open Space Preserve. The land will be permanently preserved as open space and maintained in a natural condition. CAA 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, 15317, 15325, and 15061 of the CEQA Guidelines as follows: Section 15301 exempts minor alterations of existing facilities. The project involves repairing decks attached to the residence. Section 15317 exempts the acceptance of fee interests in order to maintain the open space character of an area. The District will acquire fee interest and maintain the open space character of the area. No new development is proposed as part of this project. Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. This acquisition will transfer fee ownership of the property to the District and ensure it will be preserved as public open space by incorporating it into the El Sereno Open Space Preserve. This acquisition qualifies under three categorical exemption sections. The actions proposed in the Preliminary Use and Management Plan are also exempt under Article 5 Section 15061(b)(3), as there is no possibility that the actions may have a significant effect on the environment. TERMS &CONDITIONS The purchase price of this 2-bedroom,2-bath house on a 1.52-acres property is$950,000. The property has been on the market for over one year at a price starting at$1,795,000. District staff was informed in the first week of this month that an offer of$960,000 was submitted to the owners,which they were inclined to accept. The District was given an opportunity to acquire this strategic property instead of the owners accepting this offer. The total District purchase price of$950,000 is payable in cash at the close of escrow. The purchase price is considered fair and reasonable in this market area considering the location and improvements on the property. The property is being purchased on an"as-is"basis. As part of this condition, staff has completed a due diligence inspection and review. This process included a site inspection and the review of numerous documents,including a District-initiated professional contractor property inspection and a Seller's Written Narrative of the Property with disclosure documents. Staff is satisfied with the condition of the property and improvements,and recommends purchase of the property in its current"as-is"condition. BUDGET CONSIDERATIONS 2004-2005 Budget for Land New Land $15,000,000 New Land Purchased this year 1,128,951 Hayes Property proposed earlier in this agenda (950,000) Guadalupe Land Company proposed earlier in this agenda (3,460,000) Davidson Property proposed earlier in this agenda (500,000) Keyani Property proposed earlier in this agenda (550,000) Stienstra et al. Exchange proposed later in this agenda (5,000) Land Acquisition Budget Remaining 8.406•(`)_4._.� R-04-132 Page 5 Controller M.Foster was consulted on this proposed acquisition and has indicated that,considering cash flow and account balances, funds are available for this property purchase. PUBLIC NOTIFICATION Property owners of land located adjacent to or surrounding the subject property have been mailed written notices of this proposed acquisition. Prepared by: Del Woods, Senior Acquisition Planner Thomas W.Fischer,Land Protection Specialist Exhibit Prepared by: Matt Sagues,Planning Technician Contact Person: Thomas W.Fischer, Land Protection Specialist PROPOSED ACQUISITION - HAYES PROPERTY Addition to El Sereno Open Space Preserve 4 _ nb rn Skyline .".- � /, \ unty ark PROPOSED HAYES � — - . ACQUISITION I frf::E o, j 510-27-007 \ Krone/Bishop Addition ��, lam ' 1.52 ACRES i _ I� (2 BR/2.5 BA) = S irena f \ ,,� ,• .� 1 :" r—�� 1 \Open Space , N - �o ese e —�f f an ose atompany r. •� � Gill Rd. _� ... , kyli e P k 4 y �d1 Miles J A; 0 0.125 0.25 0.5 .., A 08iO3 REGIONAL MAP a,.,e,s _Se,em,,Hayes 4,lay,_�_�Wff".Md RHK RESOLUTION NO. 04- RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT, AUTHORIZING OFFICER OR THE GENERAL MANAGER 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(EL SERENO OPEN SPACE PRESERVE-LANDS OF HAYES) The Board of Directors of the Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of the Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase Agreement between E. Phil Hayes&Barbara Jean Hayes,husband and wife as Trustees under the Revocable Trust Agreement dated June 20, 1996 between E. Phil Hayes&Barbara Jean Hayes as Trustors&Trustees 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 General Manager,President of the Board of Directors,or other appropriate officer is authorized to execute a Certificate of Acceptance for the Grant Deed on behalf of the District. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager 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$55,000 to cover the cost of title insurance, escrow fees,decking repairs and other miscellaneous costs related to this transaction. Section Five. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and related documents that do not involve any material change to any term of the Agreement or documents as are necessary or appropriate to the closing or implementation of 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$950,000.00 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1.103-18 of the Treasury Regulations. The reimbursement of this payment expenditure is consistent with the District's budgetary and financial circumstances. There are no funds or sources of monies 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. Purchase Agreement - Hayes Page 1 of 12 PURCHASE AGREEMENT This Agreement is made and entered into by and between E. Phil Hayes & Barbara Jean Hayes, husband and wife as Trustees under the Revocable Trust Agreement dated June 20, 1996 between E. Phil Hayes & Barbara Jean Hayes as Trustors & Trustees, 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 One and fifty-two hundredths (1.52) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Number 510-27-007. Said property is further described in the Legal Description attached to the Preliminary Report, dated May 18, 2001, Number 56007- 51170993-SKT from North American 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". a Purchase Agreement - Hay s Page 2 of 12 i 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Nine Hundred Fifty Thousand and no Dollars ($950,000.00), 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 11 herein, an escrow shall be opened at North American Title Company, 497 N. Santa Cruz Avenue, Los Gatos, CA, 95030 (408) 399-4100 (Escrow number 56007-51170993-SKT ) 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 January 18, 2005, 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 Nine Hundred Forty Thousand and no Dollars ($940,000.00) which is the balance of the Purchase ! Price of$950,000.00 as specified in Section 2. The balance of$10,000.00 is paid into escrow in accordance with Section 12 of this Agreement. E. Seller 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 Purchase Agreement - Hayes�' Y Page 3 of 12 not otherwise provided for in this Agreement shall p g all be apportioned or allocated between District and Seller in the manner customary in Santa Clara County. All current property taxes on the Property shall be 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 North American 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$950,000.00 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) title exceptions 3, 4, 6, 9 and 10 of Exhibit A, (ii) 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. 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. 5. Leases or Occupancy f o Premises. Seller S warrants that t 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. it Purchase Agreement - Hayes g y rage 4 of 12 i 6. Seller's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District. A. Authority. Seller has the full right, power and authority to enter into ---� g P tY II this Agreement and to perform the transactions contemplated hereunder. 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 y articles, bylaws or corporate resolutions or partnership requirements of Seller. C. Good Title. Seller has and at the Closing date shall have good, marketable and indefeasible fee simple title 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 Seiler shall forever indemnify and defend District from and against any claims made by any third party which are based upon any inaccuracy in the foregoing representations. 7. Integrity of Property. Except as otherwise provided herein or by express written permission granted by District, Seller shall not, between the time of Seller's execution hereof and the close of escrow, cause or allow any physical changes on the Property. Such changes shall 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. 8. As-Is Purchase and Sale. This sale is made without representation or warranty by Seller, except as expressly set forth in this Agreement. Seller has provided District with copies of all reports and documents in its possession regarding the improvements, physical, geologic and environmental condition of the Property ("Disclosure Documents") known to Seller for District's inspection and review. District acknowledges that Seller has delivered to District the reports and documents listed in this Section, and that this list does not relieve Seller of its obligation to provide District with all Disclosure Documents known to it. Seller does not represent or warrant the accuracy of any information in the following reports, and is presenting them to the District merely as part of the Seller's disclosure of reports Seller has in its possession as described above. A. Property Real Estate Transfer Disclosure Statement Purchase Agreement - Hayes Page 5 of 12 District represents, warrants, acknowledges and agrees that it has had full and ample opportunity prior to the execution of this Agreement to investigate the Property, including but not limited to the physical condition thereof, the presence, absence or condition of improvements thereon, the suitability of the Property for any purpose, the compliance of the Property for any purpose, the compliance of the Property with applicable laws, the condition of the soil, water, vegetation, any water courses or bodies of water in, on or adjacent to the Property, and the surroundings of the Property, and that District shall purchase the Property AS-IS WITH ALL FAULTS. Except as expressly set forth in this Agreement, Seller expressly disclaims any representations or warranties concerning any of the foregoing matters. District represents and warrants to Seller that District has made visual inspections of the Property and such geologic, soils and other tests as District deems appropriate, and that District accepts the condition of the Property as set forth above. 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 and Warranties. For the purpose of consummating the sale and purchase of the Property, Seller makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District: (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 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, Purchase Agreement - Hayes Page 6 of 12 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 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 warranties or representations contained herein. 10. 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. 11. 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, contractors, engineers, consultants, employees, subcontractors and other IIII 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; provided, however, that District may not perform any work on the Property without Seller's prior written consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller at least 24 hours I 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, proceedings, costs, expenses (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 Waste or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. District' s Purchase Agreement - Hayes Page 7 of 12 I 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. I 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. I C. AttoM sy ' 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 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. Tax-Deferred Exchange. If Seller desires to effect a tax-deferred exchange pursuant to Internal Revenue Code Section 1031, then District shall cooperate with Seller to effect such exchange,provided that: (i) the date for the Close of Escrow set forth in this Agreement shall not be delayed; (ii) District shall incur no additional expense or liability by reason of such cooperation; (iii) District shall not be required to acquire title to any property in order to effect such exchange; and (iv) Seller shall indemnify and hold District harmless from and against all costs, damages, claims, actions, causes of action, liabilities and expenses (including the reasonable attorneys' fees of counsel chosen by District), arising out of or related to District's participation in such exchange. District hereby disclaims any responsibility for the qualification of the transactions contemplated by this Agreement as a tax- ( Purchase Agreement Ha— yes Page 8 of 12 deferred exchange under Internal Revenue Code Section 1031, as amended, and Seller agrees that District shall not be liable for any tax liability, interest or penalties arising thereunder by virtue of District's cooperation in the consummation of any such exchange or attempted exchange. F. 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. G. 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: Phil & Barbara Hayes 4000 N. Rodeo Gulch Road Soquel, CA 95073 (831) 479-3636 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 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 an such communication made only b mail shall be deemed complete Y Y Y P on the date of actual delivery as indicated by the addressees registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. Purchase Agreement - Hayes Page 9 of 12 j I i H. 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. I. Counterparts. This Agreement may be executed in separate j 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. J. 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. K. 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. i L. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. M. 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. N. Assignment. Except as expressly permitted herein, neither party to this Ag reement shall assign its rights or obligations under this Agreement to an third g g g g g Y PAY without the prior wr itten approval of the otherparty. O. 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. Purchase Agreement - Hayes Page 10 of 12 P. 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. Q. Broker's Commission. District shall not be responsible for any real estate commission or other related costs or fees in this transaction. Seller agrees to and does hereby indemnify and hold District harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of Seller in connection with this transaction. R. 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. S. 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. I T. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or the performance or breach thereof,the parties agree first to participate in non- binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to 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. including the right of discovery. 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 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. Purchase Agreement - Hayes Page 11 of 12 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 INITL&da f DISTRICT INITIAL 12. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before December 8, 2004, District shall have until midnight December 15, 2004 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 and in anticipation of execution hereof by the District, District has paid into escrow and Seller acknowledges receipt of the sum of Ten Thousand Dollars and No/100 ($10,000.00), which shall be applied to the Purchase Price as set forth in Section 2 hereof. In the event this Agreement is not accepted and executed by the District, said sum of Ten Thousand Dollars and No/100 ($10,000.00) shall be returned to the District. Provided that this Agreement is accepted by District, this transaction shall close as soon as practicable in accordance with the terms and conditions set forth herein. Purchase Agreement - Hayes Page 12 of 12 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 E. Phil Hayes & Barbara Jean Hayes, SPACE DISTRICT husband and wife as Trustees under the Revocable Trust Agreement dated June 20, 1996 between E. Phil Hayes & Barbara Jean Hayes as Trustors & Trustees ACCEPTED FOR RECOMMENDATION J- -O:�L V4 (Name) Date: d 7 Michael C. Williams, Real Property Manager (Name). APPROVED AS TO FORM: Date: 1 — 8 d / Susan M. Schectman, General Counsel RF-QQMM9/NDED OR APPROVAL: L. Craig Bri r Manager APPROVED AND ACCEPTED: President, Board of Directors ATTEST: District Clerk Date: �■NORTH AMERICAN DIRECT ALL INQUIRIES TO: fiTnE Escrow Officer: Susan K. Trovato COMPANY Telephone No.: (408) 399-4100 Our No.: 56007-51170993-SKT Mid-Peninsula Open Space District Attn: Mike Williams 330 Distel Circle Los Altos CA 94022-1404 Property Address: 16075 Overlook Drive Los Gatos, California Preliminary Report IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, North American Title Company, Inc. HEREBY REPORTS THAT 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 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 EXCLUSION FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER, 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 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 08 AMENDMENTS THERETO) 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 May 18, 2001 Pam Thompson/ep at 07:30 am Title Officer/Examiner EXHIBIT A 497 N. Santa Cruz Avenue, Los Gatos, CA 95030 Phone No.: (408) 399-4100 Fax No.: (408) 354-3212 The form of policy of title insurance contemplated by this report is: 1998-ALTA/CLTA.Homeowner's Coverage Policy 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: E. Phil Hayes & Barbara Jean Hayes, husband and wife as Trustees under Revocable Trust Agreement dated June 20, 1996 between E. Phil Hayes& Barbara Jean Hayes as Trustors &Trustees i I I Page 2 Order No.: 56007-51170993-SKT I Description: The land referred to herein is situated in the State of California, County of Santa Clara, Unincorporated Area, and is described as follows: PARCEL ONE: PORTION OF SECTION 18,TOWNSHIP 8 SOUTH, RANGE 1 WEST, M.D.B. &M., DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIPE IN THE CENTER LINE OF A 60.00 FOOT EASEMENT KNOWN AS OVERLOOK DRIVE AT THE SOUTHWESTERLY CORNER OF THE CERTAIN 1.89 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO MARK COX,A WIDOWER, RECORDED SEPTEMBER 2, 1949, BOOK 1841 OFFICIAL RECORDS, PAGE 429;THENCE FROM SAID POINT OF BEGINNING ALONG SAID CENTERLINE OF OVERLOOK DRIVE S. 90 51'W., 150.00 FEET TO AN IRON PIPE AND S. 00 36'W., 147.20 FEET TO AN IRON PIPE; THENCE S. 89°40' E., 218.62 FEET TO AN IRON PIPE IN THE CENTERLINE OF A 60.00 FOOT EASEMENT KNOWN AS LITTLEBROOK DRIVE;THENCE ALONG SAID LAST NAMED CENTERLINE N. 60 48'30° E., 117.40 FEET TO AN IRON PIPE AND N.2- 18' E., 179.65 FEET TO AN IRON PIPE AT THE SOUTHEASTERLY CORNER OF SAID 1.89 ACRE TRACT;THENCE N. 890 57'W., ALONG THE SOUTHERLY LINE OF SAID 1.89 ACRE TRACT, 212.59 FEET TO THE POINT OF BEGINNING. PARCEL TWO: AN EASEMENT FOR INGRESS AND EGRESS OVER A PORTION OF SECTION 18,TOWNSHIP 8 SOUTH, RANGE 1 WEST, M.D.B. & M., AND A PORTION OF LOT 41, MAP NO.2 OF THE W.S. CLAYTON,J.R. CHACE, E. SHILLINGSBURG AND J. P. DORRANCE SUBDIVISION OF PART OF THE GLEN UNA RANCH, FILED FEBRUARY 9, 1921 BOOK P OF MAPS PAGE 53, SANTA CLARA COUNTY RECORDS, BEING A STRIP OF LAND 60 FEET WIDE,THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF OVERLOOK DRIVE WITH THE CENTERLINE OF BAINTER AVENUE, AS SHOWN ON MAP OF RECORD OF SURVEY OF A PORTION OF SECTION 18,TOWNSHIP 8 SOUTH, RANGE 1 WEST, M.D.B. &M. FILED MARCH 14, 1947, BOOK 14 OF MAPS, PAGE 4, SANTA CLARA COUNTY RECORDS,THENCE FROM SAID POINT OF BEGINNING S.36" 28' 30"W., ALONG SAID CENTERLINE OF OVERLOOK DRIVE, 191.00 FEET;THENCE ON A CURVE TO THE LEFT WITH A RADIUS OF 127.84 FEET THROUGH AN ANGLE OF 500 17' FOR A DISTANCE OF 112.20 FEET;THENCE S. 130 48'30'W., 90.96 FEET;THENCE S. 380 45' E., 121.20 FEET;THENCE S. 90 14' E.,97.10 FEET;THENCE S. 170 1 U W., 126.58 FEET; THENCE S. 550 34' E., 128.69 FEET;THENCE S. 20 48' E., 116.53 FEET;THENCE S. 190 59' E., 178.20 FEET;THENCE S. 47° 30'W., 160.12 FEET;THENCE S. 340 47'W., 155.70 FEET;THENCE S. 90 51'W., 234.40 FEET TO AN IRON PIPE;THENCE S. 00 36'W., 147.20 FEET TO AN IRON PIPE AT THE TERMINUS OF SAID EASEMENT. (THE EFFECT, IF ANY, OF A QUITCLAIM DEED FOR THE HEREINABOVE DESCRIBED EASEMENT TO MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, RECORDED DECEMBER 21, 2000, INSTRUMENT NO. 15502689) PARCEL THREE: E AN EASEMENT FOR INGRESS AND EGRESS OVER A PORTION OF SECTION 18,TOWNSH IP 8 SOUTH, RANGE 1 WEST M.D.B. & M., BEING A STRIP OF LAND 60 FEET WIDE,THE CENTERLINE DESCRIBED AS FOLLOWS: I HIS DESC i O FWHC II I BEGINNING AT THE SOUTHEASTERLY CORNER OF PARCEL ONE ABOVE DESCRIBED IN THE CENTERLINE OF LITTLEBROOK DRIVE, AS SHOWN ON MAP OF RECORD OF SURVEY A Page 3 Order No.: 56007-51170993-SKT PORTION OF SECT. 18 T. 8 S. R. 1 W., M.D.B. & M., FILED JULY 20, 1949, BOOK 23 OF MAPS, PAGE 31, SANTA CLARA COUNTY RECORDS,THENCE FROM SAID POINT OF BEGINNING ALONG SAID CENTERLINE OF LITTLEBROOK DRIVE, N. 60 48' 30" E., 117.40 FEET TO AN IRON PIPE; N. 2* 18- E., 179.65 FEET TO AN IRON PIPE; N. 90 59'W., 71.73 FEET THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 152.28 FEET THROUGH AN ANGLE OF 210 02' FOR A DISTANCE OF 55.90 FEET;THENCE CONTINUING ON A CURVE TO THE RIGHT WITH A RADIUS OF 75 FEET THROUGH AN ANGLE OF 590 38' FOR A DISTANCE OF 78.06 FEET; RUNNING THENCE N. 700 41, E.,41.67 FEET;THENCE ON A CURVE TO THE LEFT WITH A RADIUS OF 100 FEET THROUGH AN ANGLE OF 390 17' FOR A DISTANCE OF 68.56 FEET;THENCE N. 310 24' E., 136.15 FEET TO AN IRON PIPE,THENCE ON A CURVE TO THE LEFT WITH A RADIUS OF 60 FEET THROUGH AN ANGLE OF 1320 57'30" FOR A DISTANCE OF 139.23 FEET TO AN IRON PIPE;THENCE S.780 26, 30-W., 58.43 FEET TO AN IRON PIPE;THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 66.82 FEET THROUGH AN ANGLE OF 940 35' FOR A DISTANCE OF 110.30 FEET TO AN IRON PIPE; THENCE N. 60 58'30'W., 106.35 FEET TO AN IRON PIPE AND N. 620 08'30 W., 170.22 FEET TO AN IRON PIPE SET AT THE POINT OF INTERSECTION OF SAID CENTERLINE OF LITTLEBROOK DRIVE IN THE CENTERLINE OF OVERLOOK DRIVE, AS SHOWN ON SAID RECORD OF SURVEY MAP ABOVE REFERRED TO. ASSESSOR'S PARCEL NUMBER: 510-27-007 Page 4 Order No.: 56007-51170993-SKT At the date hereof exceptions to coverage In addition to the printed exceptions and exclusions contained in said policy form would be as follows: 1 General and Special Property Taxes, and any assessments collected with taxes, including utility assessments, are a lien not yet payable to be levied for the fiscal year 2001 -2002. 2. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 3. Rights of the public, county and/or city in that portion lying within the street as it now exists: Overlook Drive and Little Brook Drive. 4. Terms, Covenants, Conditions and Provisions contained in an instrument Entitled: Agreement Executed By: San Jose Water Works And Between: H.B. Finch Recorded: March 26, 1920 Book: 506 Page: 379 Reference is made to said document for full particulars. 5. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Mark Cox, a widower No representation is made as to the present ownership of said easement. Purpose: Ingress and egress Recorded: September 2, 1949 Instrument No.: 591588 Book: 1841 Page: 479 Affects: A portion of land described in said document 6. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Pacific Gas and Electric Company, a California corporation No representation is made as to the present ownership of said easement. Purpose: To construct, install, inspect, maintain, replace, remove and use facilities Recorded: January 3, 1985 Instrument No.: 8294173 Book: J160 Page: 392 Affects: Portion of said land Page 5 Order No.: 56007-51170993-SKT 7. ADeed of Trust to secure an indebtedness in the amount shown below and any other obligations � secured thereby. � Amount: $150.000.00 Dated: October 6, 1g83 � . Tmstor: E. Phil Hayes,who acquired title eaan unmarried man � Trustee: T.O. Service Company, a California corporation Beneficiary: Provident Central Credit Union, a California corporation Recorded: October 13. 1983 Instrument No.: 7849187 Book: H977 Page: 316 Loan No: None Shown Beneficiary Mailing Address: 194O The Alameda, San Jose, California R. A Deed of Trust to secure an indebtedness in the amount shown below and any other obligations secured thereby. Amount: $90.000.00 Doted: Fabruary15, 1985 Tmmtoc E. Phil Hayes ao Trustee under Revocable Trust Agreement dated November 17. 198W between E. Phil HeyemomTmuob»randam-[nusdem Trustee: T.D. Service Company. aCa|iforniacorporation Beneficiary: Provident Central Credit Union, e California corporation ' � Recorded: March 3. 1995 �~ Instrument No.: 12820017 ' Book: N777 � Page: 2164 Loan No: 94470 Beneficiary Mailing Address: 3O3Twin Oo|ohin [Jr��. R��woodCbv, CA � . - � 9. An easement affecting the portion of said land and for the purpose stated herein, and incidental � purposes. � | � |n Favor of: San Jose Water Company, aCa|ifornha corporation � | No representation is made aato the present ownership of said easement. / Purpose: The provisionofdomasbmvxab* men/ice � Recorded: December 22.2000 Instrument No.: 15504393 | /NTaotm: Aoortion of the premises � subiectho the terms,provisions and conditions contained therein. ! � � � � � ! � � | | | PaomG | - Order No.: 56007-51170993-SKT | 10. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: San Jose Water Works, a California corporation No representation is made as to the present ownership of said easement. Purpose: Ingress and egress and the right and privilege in excavating for and laying pipelines Recorded: December 22,2000 Instrument No.: 15505094 Affects: A portion of the premises Subject to the terms, provisions and conditions contained therein. 11. Any invalidity or defect in the title of the vestees in the event such trust is invalid or fails to confer sufficient powers in the trustees, or in the event there is a lack of compliance with the terms and provisions of the trust instrument. This company will require a Certification of Trust(pursuant to California Probate Code Section 18100.5)from the current trustee(s) stating said trust is in full force and effect and there have been no changes except as set forth. 12. This report is incomplete. We will require a Statement of Information from the parties indicated below,five (5) days prior to closing, in order to complete this report, based on the effect of documents, proceedings, liens, decrees,or other matters which do not specifically describe said land, but which if any do exist, may affect the title or impose liens or encumbrances thereon. Seller/Owner: E. Phil Hayes& Barbara Jean Haves The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties, but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. Page 7 Order No.: 56007-51170993-SKT INFORMATIONAL NOTES: A. There is located on said land a single family dwelling known as 16075 Overlook Drive, Los Gatos, California. B. There are no conveyances affecting said land recorded within twenty-four (24) months of the date of this report. C. This charge for a policy of title insurance, if issued through this title order, will be based on the basic insurance rate. D. General and Special Property Taxes for the fiscal year shown below have been paid. Fiscal Year: 2000-2001 Total Amount: $886.48 First Installment: $443.24 Paid Second Installment: $443.24 Paid Land: $31,853.00 Improvements: $42,677.00 Code Area: 60-023 Parcel Number: 510-27-007 E. Note: Effective March 1, 1979 there will be an additional$10.00 fee for recording a deed with a legal description other than an entire lot in a recorded final map. If there are any questions, please cad) your Escrow Officer or Title Officer. F. Pursuant to Section 12413.1 of the insurance code funds deposited in escrow must be held for the following time periods before they can be disbursed: 1. Cash or wired funds--available for immediate disbursal after deposit in bank or confirmation of receipt in account. Bear in mind that Cash will be accepted from customers only under special circumstances as individually approved by management. 2. Cashier checks,certified checks, tellers checks--next day available funds. 3. All other checks must be held in accordance with regulation CC adopted by the Federal Reserve Board of Governors before they must be disbursed. 4. Drafts must be collected before they may be disbursed. North American Title Company will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law. For Your Information Our Wire Instructions Are: Wire To: Credit The Account of: Imperial Bank North American Title Company Redondo Beach Office - Bank Account No.: 16-129-666 2015 Manhattan Beach Boulevard Escrow No.: 56007-51170993-SKT Redondo Beach, CA 90278 Branch/County No.: 560-07 ABA No.: 122201444 Attn: Susan K.Trovato Attn: San Francisco Office Page 8 ! Order No.: 56007-51170993-SKT i GOOD FUNDS LAW CALIFORNIA ASSEMBLY BILL 512 ('AB512') IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE COMPANY, INC. ('NORTH AMERICAN TITLE COMPANY, INC.') MAY ONLY MAKE FUNDS AVAILABLE FOR MONETARY DISPERSAL IN ACCORDANCE WITH THE FOLLOWING RULES: ` SAME DAY AVAILABILITY- DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY ('NORTH AMERICAN TITLE COMPANY, INC.-) IN CASH OR BY ELECTRONIC TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM CUSTOMERS ONLY UNDER SPECIAL CIRCUMSTANCES AS INDIVIDUALLY APPROVED BY MANAGEMENT. NEXT DAY AVAILABILITY - IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY, INC. BY CASHIER'S CHECKS, CERTIFIED CHECKS, OR TELLER'S CHECKS, DISBURSEMENT MAY BE ON THE NEXT BUSINESS DAY FOLLOWING DEPOSIT. A"TELLER'S CHECK" IS ONE DRAWN BY AN INSURED FINANCIAL INSTITUTION AGAINST ANOTHER INSURED FINANCIAL INSTITUTION (E.G., A SAVINGS AND LOAN FUNDING WITH A CHECK AGAINST A FDIC INSURED BANK). ' 2-5 DAY AVAILABILITY (REGULATION CC). IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE DESCRIBED IN PARAGRAPHS 1 AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON THE DAY WHEN FUNDS MUST BE MADE AVAILABLE TO DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC, THIS REQUIRES A 'HOLD" ON SOME CHECKS OF 2-5 DAYS OR LONGER IN SOME INSTANCES. PERSONAL CHECKS, DRAFTS, PRIVATE CORPORATION AND COMPANY CHECKS, AND FUNDING CHECKS FROM MORTGAGE COMPANIES THAT ARE NOT TELLER'S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO SUCH HOLDS. (FOR FURTHER DETAILS,CONSULT CHAPTER 598, STATUTES OF 1989.) NOTE: THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF INSURANCE FOR ALL CALIFORNIA TITLE INSURANCE AND CALIFORNIA TITLE COMPANIES. PRELIMINARY CHANGE OF OWNERSHIP REPORT NOTE: ON OR AFTER JULY 1, 1985, THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO THE REGULAR CHARGES,AN EXTRA$20.00 RECORDING FEE,UNLESS A DOCUMENT EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID REPORT, SIGNED BY THE TRANSFEREE, THE RECORDER WILL ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE. IRS FORM 1099 BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED,THE SELLERIBORROWER MUST FURNISH A TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099, OR ITS EQUIVALENT, WITH THE INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF THE INTERNAL REVENUE SERVICE. NOTICE OF A WITHHOLDING REQUIREMENT THIS IS A NOTICE OF A WITHHOLDING REQUIREMENT (CALIFORNIA REVENUE AND TAXATION CODE SECTIONS 18862) ON SALES OF REAL PROPERTY. IN ACCORDANCE WITH SECTION 18662 OF THE REVENUE AND TAXATION CODE,A BUYER MAY BE REQUIRED TO WITHHOLD AN AMOUNT EQUAL TO 3 1/3 PERCENT OF THE SALES PRICE, IN THE CASE OF A DISPOSITION OF CALIFORNIA REAL PROPERTY INTEREST BY EITHER: A SELLER WHO IS AN INDIVIDUAL WITH A LAST KNOWN STREET ADDRESS OUTSIDE OF CALIFORNIA OR WHEN THE DISBURSEMENT INSTRUCTIONS AUTHORIZE THE PROCEEDS*BE SENT TO A FINANCIAL INTERMEDIARY OF THE SELLER,OR A CORPORATE SELLER WHICH HAS NO PERMANENT PLACE OF BUSINESS IN CALIFORNIA,OR FOR FAILURE TO WITHHOLD,THE BUYER MAY BECOME SUBJECT TO A PENALTY IN AN AMOUNT EQUAL TO THE GREATER OF 10 PERCENT OF THE AMOUNT REQUIRED TO BE WITHHELD OR FIVE HUNDRED DOLLARS($500). HOWEVER, NOTWITHSTANDING ANY OTHER PROVISION INCLUDED IN THE CALIFORNIA STATUTES REFERENCED ABOVE, NO BUYER WILL BE REQUIRED TO WITHHOLD ANY AMOUNT OR BE SUBJECT TO PENALTY FOR FAILURE TO WITHHOLD IF: THE SALES PRICE OF THE CALIFORNIA REAL PROPERTY CONVEYED DOES NOT EXCEED ONE HUNDRED THOUSAND DOLLARS($100,000),OR THE SELLER EXECUTES A WRITTEN CERTIFICATE UNDER PENALTY OF PERJURY CERTIFYIN G THAT THE SELLER IS A RESIDENT OF CALIFORNIA,OR IF A CORPORATION,HAS A PERMANENT PLACE OF BUSINESS IN CALIFORNIA OR THE SELLER,WHO IS AN INDIVIDUAL,EXECUTES A WRITTEN CERTIFICATE,UNDER PENALTY OF PERJURY,THAT THE CALIFORNIA REAL PROPERTY BEING CONVEYED IS THE SELLER'S PRINCIPAL RESIDENCE (AS DEFINED IN SECTION 1034 OF THE INTERNAL REVENUE CODE). THE SELLER IS SUBJECT TO PENALTY FOR KNOWINGLY FILING A FRAUDULENT CERTIFICATE FOR THE PURPOSE OF AVOIDING THE WITHHOLDING REQUIREMENT. THE CALIFORNIA STATUES REFERENCED ABOVE INCLUDE PROVISIONS WHICH AUTHORIZE THE FRANCHISE TAX BOARD TO GRANT REDUCED WITHHOLDING AND WAIVERS FROM WITHHOLDING ON A CASE-BY-CASE BASIS. IN THE EVENT THE BUYER REQUIRES WITHHOLDING OF THE 3 1/3 PERCENT OF SALES PRICE FROM THE SELLERS PROCEEDS,THE BUYER IS REQUIRED TO FILE A COPY OF FORM FTB597 WITH THE FRANCHISE TAX BOARD ALONG WITH THE WITHHOLDING AMOUNT DUE NO LATER THAN THE 20TH DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH THE WITHHOLDING OCCURRED,UNLESS THE SELLER HAS REQUESTED A WAIVER. IF THE SELLER HAS REQUESTED A WAIVER,THE FRANCHISE TAX BOARD,WITHIN 45 DAYS,WILL EITHER AUTHORIZE A REDUCED AMOUNT,OR NO AMOUNT,OR DENY THE REQUEST,AT WHICH TIME THE AMOUNT WITHHELD ALONG WITH COPY A OF FORM FTB 597 MUST BE SENT TO THE FRANCHISE TAX BOARD, AT THE FOLLOWING ADDRESS: FRANCHISE TAX BOARD WITHHOLDING AT SOURCE UNIT, P.O. BOX 651, SACRAMENTO, CALIFORNIA 96812-Ml (916) 845- 4900. M Page 9 Order No.: 56007-51170993-SKT O F F I C E O F C O U N T Y A S S E S S O R S A N T A C L A R ATl�C O U N T Y C A L I F O R N I A 3—�• BOOK PACE L 510JI 27 1.74 AC nn ✓` IT F'�Lt6 A. ,1 „A L.l.e.x fOs922b4 10 37 o1Ac �r� o :f �L2 � • s, `,,.A �' / !!n ,.A,Yam. '•� 44 TR.404 RMSERRY HILLS GLEN URA RANCH MAP W 2 al 41 s PCL z .�� B c VI Poo. / 1006A[�I y /I -4, [ air•' / 43 Y A / FFO.S. �; ,�£ I; LnAc\ ?00. 47 J •* ♦ All ,IM K. \� :���4 PC\. S4 iSIK. T I.OIA[.• 7 h. Lip o ,f ,, '4�, Ca.P�ea w rmio..wre.th!R.327,1 ur •9!V !• / 1 [7 coee for osulfm,el P,Do+l[pJl ENe<If.•10,Ra1 r.a 1997-98 ILAWRENCE E STONE - ASSESSOR INFORMAtIdN UN tH16 HLAf IS PRUVIUEO Fuji YOUR CONVENIENCE AS A GUIDE TO THE GENERAL LOCATION OF THE SUBJECT PROPERTY.THE ACCURACY OF THIS PLAT IS NOT GUARANTEED,NOR IS IT A PART OF ANY POLICY,REPORT OR GUARANTEE TO WHICH IT MAY BE ATTACHED." � � � ���k~��*�� NOTES: � .���n ���° .°�� ou���. � DON'T DELA Y YOUR CLOSE OF ESCROW! IF ANY OF THE FOLLOWING ITEMS AFFECT � YOUR TRANSACTION, PLEASE NOTIFY YOUR ESCROW OFFICER AS SOON AS � � POSSIBLE. ' ! L Ongoing Construction | The Title Company will require, oaanlinhnum.the following prior to insuring: A. verified by inspection and expiration of 60 days from recordation of said notice or; B. Approved Indemnities from Bonoxver/8eUer, approved financial � statement not over one year old and e waiver of lien rights from the general contractor. | � � 1. The Title Company may also require proof of payment of subcontractors, indemnity and financial statement from the general � oordroctor, a copy of the contract and the with-holding of a aurn of � money, to cover the contract until the mechanics lien period has � � expired, with which to pay filed mechanics liens, or other assurances � to be determined on s case by case basis. if. Bankruptcy The Title Company will require, as a minimum,the following prior tuinsuring: A. The bankruptcy case be closed or, B. An order from the bankruptcy court verifying the tnanaacUon, with a demand placed into escrow bythe tmuataa' 1. Escrow may not close until 15 days have elapsed from the order and � the file has been checked to verify that there are no objections hrooid . � order. !0. Abstracts of Judgment, Liens, Tax Liens The Title Company will require, aoe minimum,the following prior tminsuring: A. Proof that the buyensg||aria not the same party oaonthe recorded liens. 1. This is accomplished by the buyer/seller/borrower completely filling out � and signing a statement of information. | R. The items are topaid off inescrow. C. The items are tmbe subordinated to the new transaction. IV. Community Property California ima community property state. A. AquUo|aimn from one spouse to another must specifically quitclaim any community property interest. B. An interlocutory decree of divorce specifically granting the property to � \ one spouse is sufficient U mfhla| decree is issued and recorded in the ooumty. � DID YOU KNOW? Any of the following situations could cause a substantial delay in close of escrow. The earlier we are made aware of potential problems, the earlier the issues can be dealt with to ensure a smooth and timely close of your transaction. Are your principals trying to accomplish a tax deferred exchange? If so, have they chosen an intermediary and who is it? Will any of the principals be using a Power of Attorney? Are any of the vested owners deceased or in any way incapacitated? Do all of the principals who will be signing have a current photo I.D. or Driver's License? Have any of the principals recently filed for bankruptcy? Are the sellers of this transaction residents of California? Has there been a change in marital status of any of the vested owners or will we be adding anyone to title, i.e. co-signers, additional insured, etc.? Is the property currently vested in a trust or will the new buyer/borrower vest in a tryst? Are any of the trustees of the trust deceased or incapacitated? Will this transaction involve a short sale? Will there be a new entity formed, i.e. partnership, corporation? Will all of the principals be available to sign or will we be Federal Expressing documents to another state/country? If so, where? If you have any other information which may be useful to us, please contact your escrow officer as soon as possible. Our goal is to make your transaction as easy and trouble-free as possible. We appreciate your business and hope that you find North American Title Company your company of choice for all of your title and escrow needs. EXHIBIT A(Rev. 10117/98) CALIFOF, AND TITLE ASSOCIATION STANDARD COVERT OLICY-1990 EXCLUSIONS FROM COVERAGE 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 arise 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, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the 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 protection, 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 defect,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 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 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 taking which has occurred prior to Date of Policy which would be binding on he 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 Company by the insured clamant 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;or (e) 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 interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inab�ity or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land ifsituated. 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 based 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 of interest insured by this policy or the transaction creating the interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights law. EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 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, interest or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof. 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 the 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 or not the matters excepted under(a),(b),or(c)are shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(6/2198) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE(10/17/98) EXCLUSIONS In addition to the Exceptions in Schedule B,You are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police 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 Land (e) Land division environmental protection (fl I This Exclusion does not apply to violations enforcement of these matters if notice of the viola r enforcement appears in the Public Records at the Policy 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 violations 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. 4. Failure to pay value for Your Title. 5. 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. 7. Water rights,or claims to water,or title on,in,or under the land,whether or not the matters are disclosed by public records. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(611/87) EXCLUSIONS In addition to the Exceptions in Schedule B,you are not insured against loss,costs,attomeys'fees,and expenses resulting from: 1. Governmental police power,and the existence or violation of any law or government regulation.This includes building and zoning 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 Date. 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.the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title risks: • a notice of exercising the right appears in the public records on the Policy Date • that are created,allowed,or agreed to by you • that are known to you,but not to us,on the Policy Date-unless they appeared 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 an land outside the areas specifically described and referred to in item 3 of Schedule A or Y P ,Y • in streets,alleys,or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. AMERI AN LAND TITLE ASSOCIATION LOAN POLICY(10/17/92 WITH ALTA ENDORSEMENT EMENT FORM 1 COVERAGE AND AM RI AN LAN TITLE ASSOCIATION LEASEHOLD LOAN POLICY(1 /17/ 2 WIT ALTA ENDORSEMENT FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attomeys'fees or expenses which arise by reason of: 1. (a) Any law, ordinance or imental regulation (including but not limited to b and zoning laws, ordinances, or regulations) restricting, regulating, I. sting or relating to (i) the occupancy, use, or enjL, r of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the 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 protection, 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 defect,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 encumbrance 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 an taking which has occurred prior to the Date of Polio which would be binding on the rights of a purchaser f 9 Y 9 P Y se or value without g 9 P 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,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company 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(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy);or (a) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent 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 based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services,labor or materials(or the claim of priority of any statutory Hen for services,labor or materials over tFe lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer,or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination;or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer,or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attomeys'fees or expenses)which arise by reason of: 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 by making inquiry of persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by public record s. 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 the 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 or not the matters excepted under (a), b or c are shown by the public records. AME I LAND 71TLE ASSOCIATION OWNER'S POLIC 7192)AND AMERICi,, ,ND TITLE ASSOCIATION LEASEHOLD OWNER'. LICY(10/17/92) EXCLUSIONS FROM COVERAGE 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 arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations), restricting, regulating, 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 the land, (lil)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 protection, 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 defect 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 encumbrance 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 taking which has occurred prior the 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, not recorded in the public records at Date of Policy, but not known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date of the insured claimant became an insured under this policy; (c) resulting in no 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 sustained if 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,state insolvency or similar creditors'rights law that is based on: V) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer,or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument or transfer,or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the following General Instructions: EXCLUSIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,aftomeys'fees or expenses)which arise by reason of. 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 by making inquiry of persons in possession thereof. 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 the 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 or not the matters excepted under(a), (b)or(c)are shown by the public records. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FACT SHEET: Hayes Property Purchase April 2005 The District's Board of Directors approved the Hayes property purchase for two main reasons: to ensure public access to and public safety in the El Sereno Open Space Preserve. The property also provides a ranger residence that will assist in the preserve's safe operation and management. 1. Public Access District ownership of the property will ensure that the public can finally enter the preserve unhindered. Visitors to the 1,415-acre El Sereno Open Space preserve have to pass the adjacent Hayes property before entering the preserve,but for more than 20 years, problems associated with the 1.5-acre Hayes property have impeded access. • In the past,people who rented the house regularly parked cars on narrow Overlook Drive, blocking access to the preserve,and keeping District patrol and maintenance vehicles out. The District will now be able to fully control Overlook Drive and ensure open access. • The Hayes property will provide up to six permit parking spaces, providing easier public access to the preserve in an area of private roads and limited vehicular access. • Access via the Hayes property is critically important because the only other existing access roads to the preserve are extremely problematic: Sheldon Road,a private road and subject to a neighborhood legal settlement cannot be shown on District trail maps;Montevina Road off Highway 17, on the backside of the preserve,where parking is limited to only two spaces; Bohlman Road, off Highway 9, also on the backside of the preserve,without any legal parking spaces. 2. Public Safety District ownership of the property will permanently end conflicts at the Hayes property and restore public safety. • For decades,the property was at the center of conflicts that have endangered the public. In addition to cars blocking preserve access, the property has been a home to after-hours parties,menacing dogs off leash, and the use of illegal fireworks,all of which severely threatened public safety and increased fire danger in the area. • Establishing a ranger residence in this location will allow for more frequent patrols, night-time call out, safe public access, and will help reduce the risk of fire,including illegal parties, fireworks, and other mischief. • During medical or fire emergencies,when every minute counts,District ownership of the property, together with a ranger residence,will provide unrestricted access for District and other agency emergency personnel and assure that Overlook Road is open and unblocked. 3. Real Cost The Hayes property is essential to the operation of the Preserve and the purchase cost of the property needs to be considered as part of the overall cost and management. 0 Over the last 30 years, the District has paid an average of$4,000 per acre for the entire 50,000 acres preserved District-wide. 0 The average cost of the entire 1,415-acre El Sereno Open Space Preserve, including the Hayes property, is $4,350 per acre. I Regional Open Sp,.ee R-04-127 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION REVISED AGENDA ITEM 6 AGENDA ITEM Grant of Easement to Northern California Presbyterian Homes& Services for a Berm Easement,Approval of Landscaping License and Permit to Enter for Undergrounding Utility Lines at Windy Hill Open Space Preserve,Acceptance of an Easement Modification Deed from Pacific Gas and Electric,Approval of an Amendment of Easement with SBC California at Windy Hill Open Space Preserve, and Acceptance of an Open Space and a Conservation Easement from Northern California Presbyterian Homes& Services Over Property Adjacent to Windy Hill Open Space Preserve, and Det i ination that the Recommended Actions are Exempt from the California Environmental Quality Act GENERAL MANAGER'S RECOMMENDATIONS 1. Determine that the information contained in the Mitigated Negative Declaration adopted by the Town of Portola Valley has been reviewed and considered, and the Easement Exchange Agreement is exempt from the California Environmental Quality Act(CEQA)as set out in this report. 2. Adopt the attached Resolution authorizing the President of the Board to execute an Agreement to Exchange Interests in Real Property for a Berm Easement in favor of Northern California Presbyterian Homes& Services, in exchange for acceptance of an open space easement and a conservation easement from Northern California Presbyterian Homes& Services over land adjacent to Windy Hill Open Space Preserve. 3. Adopt the attached Resolution authorizing the President of the Board to execute an Easement Modification Deed from Pacific Gas and Electric and an Amendment of Easement with SBC California at Windy Hill Open Space Preserve. 4. Authorize the General Manager to execute a Landscape License Agreement and a Utility Line Undergrounding Permit to Enter with Northern California Presbyterian Homes& Services. 5. Amend the Use and Management Plan as recommended in this Report. 6. Authorize the General Manager and General Counsel to approve minor revisions to the agreements, easements or permit that do not involve any substantial change to these documents as set forth in this report. DESCRIPTION(see attached map) I The District has the opportunity to improve and protect scenic views adjacent to the Windy Hill Open Space Preserve by exchange of land interests. The District has been approached by Northern California Presbyterian Homes& Services("NCPHS")to provide a Berm Easement related to the addition of an Assisted Living Building at The Sequoias community owned by NCPHS adjacent to the Preserve's Portola Road parking area. In exchange for the Berm Easement,NCPHS will grant an open space easement and a conservation easement over a large portion of their property that is easily viewed from a number of 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,led Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hossett,Kenneth C.Nitz L.Craig Britton R-04-127 Page 2 locations on the Preserve. In addition,NCPHS has agreed to remove a large and highly visible water tank and reservoir from its location within this viewshed area. NCPHS will also ensure that the utility lines,e , currently highly visible at the trailhead adjacent to the Windy Hill parking area, are placed underground. Although a berm will be constructed on District land, the removal of the visually obtrusive water tank and reservoir, and the reduction of the impacts of future significant development adjacent to the Preserve, will greatly benefit the District. The Sequoias—Portola Valley is a life-care community located on a 42-acre parcel in Portola Valley along Portola Road,and is bounded by the Windy Hill Open Space Preserve on its north,west, and southerly boundaries. The facility is owned and operated by Northern California Presbyterian Homes&Services. The lower parking area for Windy Hill Open Space Preserve is located directly north of The Sequoias. Preserve users first see the facility from the parking area as they enter the Preserve. The view of existing facilities is partially screened by vegetation,but cars parked along The Sequoias' perimeter service road are visible, as are nearby structures. The new 21,800 square foot two-story Assisted Living Building will be an addition to this northernmost part of the existing facilities and is being placed in this location due to the important relationship this type of facility has to existing facilities. The new unit will cause the service road to be moved closer to the District/NCPHS boundary. The Sequoias project will include the addition of parking at the northwest corner of the NCPHS property, and additional parking along a portion of the western property boundary. These areas are adjacent to the District trail that runs between Sausal Pond and the Spring Ridge Trail. Berm Easement to be Acquired by NCPHS The Berm Easement the District proposes to grant to NCPHS is to support the perimeter service road that would be moved north from its current location toward the property line. The ground level drops approximately six feet from the existing service road down to the NCPHS/District property line. In order to move the service road outward,additional fill is needed to support the new road alignment;this can be accomplished with a retaining wall on NCPHS property,or an earthen supporting berm that would extend onto District land. Aesthetically,the berm will provide a more natural view for Preserve users. In addition, it is a less costly approach for NCPHS. The Berm Easement will extend along a 345-foot length of District land adjacent NCPHS's northern boundary. The easement will extend into District land no more than 20 feet from the common boundary. The entire area of the easement that the District will grant to NCPHS would be 4,626 square feet. District land,berm, and some NCPHS land will be landscaped with native vegetation to regain the screening lost due to construction. This landscaping is defined more completely below. The area of District land involved in the exchange has not been dedicated as open space. In accordance with District practice,the granting of rights over non-dedicated District lands requires at least an equal exchange of value. This exchange of value will be accomplished through the District's acquisition of a conservation easement and open space easement over NCPHS property, and District staff has determined that this easement exchange is of equal or greater open space value. Open Space Easement to be Acquired by District One of the two proposed easements to be acquired by the District is an Open Space Easement over a 3.8- acre portion of the NCPHS property. The area is along the western boundary of the NCPHS property and is identified on the attached map as Area A. This area is clearly visible from a number of trail locations on the Preserve. Views from the Betsy Crowder Trail and from the Betsy Crowder Memorial Bench look directly at this portion of the NCPHS property. The area is improved with a paved service road and a large water tank that has an associated reservoir. Many large trees grow in the area,and a significant amount of smaller trees and brush create an excellent buffer between the District trail and activity on the NCPHS property. The Open Space Easement will immediately prohibit any further development of the easement R-04-127 Page 3 area and protect its open space values. The easement will ensure a continuous natural viewshed from the Preserve boundary to the top of the ridge on the NCPHS property. Although not part of the Open Space Easement, the Agreement to Exchange Interests in Real Property also provides for the removal of the water tank and reservoir in an area directly adjacent to the Open Space Easement. The 30,000-gallon water tank is positioned atop the ridge within the Open Space Easement area. The water tank and reservoir create an obvious detraction within the viewshed. NCPHS will remove the water tank and reservoir within three years of receiving construction permit approval. This will greatly enhance the open space values within the easement area. Conservation Easement to be Acquired by District The second proposed easement to be acquired by the District is a Conservation Easement over a 1.96-acre portion of the NCPHS property. This area is separated from the Preserve by the Open Space Easement area,and lies a bit below the ridge of the Open Space Easement as shown on the attached map as Area B. The area is relatively flat with a few trees and a concrete block structure for managing compost. The Conservation Easement will limit construction of any improvements to a maximum of twenty-six feet in height. This is a height that will remain relatively screened,as seen from Preserve trails,by the ridge of the Open Space Easement and existing trees. Replacement Vegetation and Landscaping A Landscape License Agreement is proposed to ensure that the areas of the Preserve disturbed by construction are replanted and that adequate vegetation is provided to screen the new improvements as viewed from the Preserve. Existing trees and shrubs(which are mostly on existing NCPHS land)will be removed to enable realignment of The Sequoias' perimeter service road and construction of the supporting berm. A portion of the berm will cause an existing path on the Preserve,located between the parking area and the common NCPHS/District boundary,to be realigned a few feet closer to the parking area. On NCPHS land,additional parking will be provided at the NCPHS northwest property corner and along a portion of its western boundary. Additional vegetation for plant replacement and screening of the parking n n NCPHS improvements will be planted o C S and District land. The changes on NCPHS land and the supporting berm on District land will be visible from the Preserve parking area and some trail sections of the Preserve. The new vegetation to be planted,as indicated in the Landscape License Agreement,will screen these changes. The realignment of a portion of the District trail near the parking area will be an insignificant change for Preserve users. The Landscape License Agreement includes a Landscape Maintenance and Monitoring Plan to ensure success of the revegetation. The Plan requires NCPHS to perform maintenance and monitoring of the revegetation for a period of five years. This will provide adequate time for the plants to establish healthy growth and for unsuccessful plants to be replaced. In addition,NCPHS is required to deposit a surety bond or cash in the amount of$25,000,which can be drawn down by the District for revegetation in the event NCPHS fails to comply with the Landscape Maintenance and Monitoring Plan. Utility Line Undergrounding In the same area of the Preserve as the Berm Easement, aerial utility lines extend from the NCPHS northern boundary and cross over the trailhead before they end at a private driveway that parallels the northern edge of the Preserve parking area. NCPHS will coordinate the undergrounding of these utility lines to further improve aesthetics in the area of the trailhead. The Utility Line Undergrounding Permit to Enter is proposed to enable all of the lines to be placed underground as the existing lines create an unsightly entrance to the Preserve. In addition,NCPHS has agreed to assist the District in obtaining modifications to the existing utility easements to prohibit any future aerial rights in the trailhead area. R-04-127 Page 4 Currently,Pacific Gas&Electric and SBC California hold aerial easements in the area of the utility lines. The proposed Easement Modification Deed with Pacific Gas and Electric and an Amendment of Easement with SBC California will limit utility line easement rights in this area to underground alignments. In the future,aerial utility lines in this area would be prohibited. ENVIRONMENTAL AND PUBLIC SAFETY The supporting berm and utility-line undergrounding will involve construction work in and around the Windy Hill Open Space Preserve lower parking area. Safeguards for Preserve users have been incorporated into the agreements with NCPHS. Existing trees and shrubs that will remain will be protected to eliminate or decrease damage from the construction activity, and are protected under the agreements. A summary of the safeguards to be followed during the project are as follows: • Construction plans,techniques,and materials shall conform to conditions of approval, specifications and standards of the Town of Portola Valley,County of San Mateo, and other agencies with jurisdiction over the project as well as the District's specifications. • NCPHS must provide adequate notice to the District prior to activity on District land. • In the event of an emergency or potential threat to public health, safety or welfare,the District shall have the right to further condition,restrict,or oversee work done on District Land. • NCPHS is required to use caution when working around all existing trees,natural attributes,and structures to ensure as little impact as possible to the visual and biological resources on District land. • The ability to add environmental protections during the current project in the event the need for them becomes apparent. AMENDMENT TO USE AND MANAGEMENT PLAN The granting of the Berm Easement to NCPHS,and the acceptance of the Open Space and Conservation Easements and the Landscape License will require an amendment to the existing Use and Management Plan for Windy Hill Open Space Preserve. The berm construction and utility line undergrounding activity will require partial closure and monitoring during construction. The replanting and landscaping will require inspection and monitoring during installation and for the five- year period of the Landscape License Agreement. Space and Conservation Easements will require continued monitoring The acceptance of the Open Sp q g on a periodic basis. CEO A COMPLIANCE Project Description The project consists of the approval of granting an easement over an area of District land for a berm approximately 4,626 square feet in size. The CEQA project also includes the acceptance of an Open Space and Conservation Easement over an area totaling approximately 5.8 acres. An area of 3.837 acres will be permanently preserved as open space and maintained in a natural condition. An area of 1.957 acres will be permanently protected by limiting development in the future. j CEQA DETERMINATION I The Town of Portola Valley,acting as the lead agency,has addressed the California Environmental Quality | � —�� --' -- -- -- ---�-- � �-- -----''--' -- i | R'04'127 Puc� � / ` | � Act regarding the NCP08 development project. The development project includes the � construction of improvements, removal of trees and shrubs,and mitigation actions. On September 1, 2004, � the Town of Portola Valley Planning Commission approved a Mitigated Negative Declaration for the development project underCE(}&; thimacdoniucorporu1edthcconmhuchonofthebcnn, uti|ity | � undergrounding and landscaping District land. Dimtdc�atof7"/oaub|�10 provide input` � ! � ofPonn|o Valley during the project and environmental review process and teo| confident that / � environmental impacts on District land have been minimized touu insignificant level and are adequately | � addressed in the Negative Declaration� and conditions o[projectupprovu|. � � � � For tile 0��i�L U/� �occ� under is�h��m�y�x nf�nscn�rnt huh��� hck��cn Y�L��HS and d�� � r` ~ | � District. The District concludes that this projectwill not have a significant effect nn tile environment. Din � � categorically exempt from CEOA^ (the California Environmental Quality Act) under Article |g` Smobmu | 15317and 15325 as follows: | Section }53l7 exempts the acceptance o[euscmentsin order k/ maintain the open space character ofon � / area. This exchange will transfer an casement interest in the property to the District and ensure that\he open space character of tile property will hcpreserved. | Section 15325 exempts transfers of ownership ofinterests in |uod in order to preserve existing natural � conditions. This exchange will transfer an easement interest in the property to the District and ensure that it i will preserve existing natural conditions, including animal habitat. � i The actions proposed in the Amendment to the Use and Management Plan are also exempt under Article 5, Section 1506 1(b)(3), as there is no possibility the actions will have a significant effect oil the environment. � TERMS AND CONDITIONS |� � As part of the proposed Exchange Agreement,NCPHS has agreed to tile following: � |. To grant un Open Space Easement in favor of the District over approximately ].837 acres o[the � � NC9BS`a property located adjacent io Windy Hill Open Space Preserve, � � 2� To ensure rcnuovu| of the large water tank and reservoir currently within the area o[thoproposed � � . Open Space Easement. � 3� To grant a Conservation Easement in favor o[the District |innidngdevc|opnncntover � � � approximately 1.957 acres of the NC9R8`u property located adjacent Windy Hill Open Space Preserve. � 4. Tn ensure restoration of any District land impacted by tile construction work am outlined inthe � Landscape License Agreement and the Utility Underg,oundin& Permit toEnter. This will bcdone with erosion control and rcvegetuhon with native plants. � 5. To ensure successful revc8etution under the Landscape Maintenance and Monitoring Plan including the deposit ofa bond o,cash to insure performance. 0. To ensure undergrounding of existing utility lines at the lower Windy Hill Open Space Preserve trui|beod. 7. To obtain the necessary permits from the appropriate agencies for all improvements. | 0. To include District staff in pocconmtructioo meetings. / 9� To exercise care during uouotrucd fr ee| materials. | � | 10. Toaamun�o |iohi|bv and pruv�einsurance �xthe pr�ecL | As part of the proposed Exchange Agreement,the District has agreed to convey a Berm Easement over approximately 4,626square feet(O.|O0 acres)of District land within the Sail Mateo County Assessor's � | | � � R-04-127 Page 6 Parcel Number 076-340-100. The proposed Exchange Agreement ensures protection of District land and allows increased protection and improvement of valuable viewshed from Windy Hill Open Space Preserve, As a condition of approving the NCPHS site development permit,the Town of Portola Valley has also required NCPHS to obtain from the District the Berm Easement and Landscape License Agreement as described in this report. Alternative to the Exchange Staff suggests the Agreement to Exchange Interests in Real Property is beneficial to the District. However, it is important to identify the alternative to granting NCPHS a Berm Easement on District land. NCPHS also submitted initial plans to the Town of Portola Valley for a retaining wall to support the service road at the NCPHS/District boundary. Although a retaining wall would create a large,unnatural improvement near to the Preserve parking area, District staff expects that the Town of Portola Valley would approve such a retaining wall. This alternative to the proposed Exchange Agreement would not provide for an open space and conservation easement, the removal of the water tank and reservoir,or the undergrounding of the utility lines. The supporting berm is a less obtrusive improvement for the area, and the Agreement to Exchange Interests in Real Property incorporates significant benefits to the District. For these reasons, staff recommends the proposed land exchange. Public Notification Property owners of land located adjacent to or surrounding the subject property have been mailed written notices of this proposed easement exchange. List Of Attachments Agreement For Exchange of Easements Exhibit A—Grant Deed of Berm Easement Exhibit B—Grant Deed of Open Space Easement Exhibit C—Grant Deed of Conservation Easement Exhibit D—Landscape License Agreement Exhibit E—Utility Lines Map Exhibit F—Utility Line Undergrounding Permit to Enter Exhibit G—Title Reports Exhibit H-Water Tank and Reservoir Map Area Map Prepared by: Thomas W. Fischer,Land Protection Specialist Contact person: Same as above I RESOLUTION NO. 04- RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING AND AUTHORIZING ACCEPTANCE OF THE AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY, AUTHORIZING THE PRESIDENT OF THE BOARD OR OTHER APPROPRIATE OFFICER TO EXECUTE A BERM EASEMENT DEED TO NORTHERN CALIFORNIA PRESBYTERIAN HOMES & SERVICES,AND TO EXECUTE CERTIFICATES OF ACCEPTANCE OF AN OPEN SPACE EASEMENT DEED AND A CONSERVATION EASEMENT DEED TO DISTRICT,AND TO EXECUTE A LANDSCAPE LICENSE AGREEMENT AND A UTILITY LINE UNDERGROUNDING PERMT TO ENTER AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING THE TRANSACTION(WINDY HILL OPEN SPACE PRESERVE—NORTHERN CALIFORNIA PRESBYTERIAN HOMES&SERVICES) The Board of Directors of the Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of the Midpeninsula Regional Open Space District does hereby accept the Agreement to Exchange Interests in Real Property between the Northern California Presbyterian Homes&Services 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 of the Board or appropriate officers to execute the Agreement on behalf of the District. Section Two. The President of the Board or other appropriate officer is authorized to execute a Grant Deed of Berm Easement conveying certain real property interests to Northern California Presbyterian Homes& Services. Section Three. The General Manager, President of the Board or other appropriate officer is authorized to execute Certificates of Acceptance of the Grant Deed of Open Space Easement and Grant Deed of Conservation Easement conveying certain real property interests being acquired by the District. Section Four. The President of the Board or other appropriate officer is authorized to execute an Easement Modification Deed from Pacific Gas and Electric and Approval of an Amendment of Easement with SBC California,with associated Certificates of Acceptance,modifying and amending real property interests held by Pacific Gas&Electric and SBC California in District land. Section Five. The General Manager is authorized to execute a License Landscape Agreement and Utility Line Undergrounding Permit to Enter with Northern California Presbyterian Homes&Services. Section Six. The General Manager of the District shall cause to be given appropriate notice of acceptance. The General Manager and General Counsel are authorized to execute any and all other documents necessary or appropriate to the closing of the transaction approved in this Resolution. The General Manager and General Counsel are further authorized to approve minor,or technical revisions to the attached Agreements,Deeds, and Permit that do not involve any substantial change to any terms of the Agreements,Deeds and Permit,and which are necessary or appropriate to the closing or implementation of this transaction. * * * * * * * * * * * * * * * * I SEQUOIAS EASEMEN _ cXCHANGE - WINDY HILL :N SPACE PRESERVE i I A O� O/a utility r® Roaa Lines /j BERM l EASEMENT,i �, I f Landscape Areas �` .:: /. ,\ \ 0 un CD C� Sequoias Property IN, { i APN: 079-200-030 { f • Reservoir . Windy Hill Open Space Water Tank •+ Preserve APN:076-340-010 A\ CONSERVATION .•• EASEMENT' �r i' B•� OPEN / :n SPACE EASEMENT Feet 0 125 250 500 i 12/04 .� AREAMAP G\ProjectsWndyHi11\Sequoias_trails\Wmdyhill_sequoia_trails_easements_12_04 mzd ms AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY This AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY(hereinafter, "Agreement") is made by and between the Midpeninsula Regional Open Space District, a California special district (hereinafter"District")and the Northern California Presbyterian Homes& Services, a California Corporation(hereinafter "NCPHS"). RECITALS WHEREAS, District owns certain real property located in the Town of Portola Valley, County of San Mateo,commonly known as Assessor's Parcel Number 076-340-100 and commonly known a portion of the Windy Hill Open Space Preserve(herein, "District Land"); and WHEREAS,NCPHS owns certain real property located adjacent to District Land in the Town of Portola Valley,County of San Mateo,commonly known as Assessor's Parcel Number 079-200-030 (herein,"NCPHS Land"); and; ' WHEREAS,NCPHS is the California corporation which currently owns fee title to the NCPHS Land and is the same corporate entity formerly named"Northern California Presbyterian Homes, Inc., a non-profit religious corporation",whose name was officially changed to Northern California Presbyterian Homes&Services, a California Corporation by an amendment to the corporate articles of incorporation filed with the California Secretary of State's Office on January 3, 1997, WHEREAS,NCPHS desires to obtain from District a non-exclusive berm easement over a portion of District Land in conjunction with the NCPHS Land; and WHEREAS,District desires to obtain from NCPHS a conservation and open space easement across a portion of NCPHS Land. WHEREAS NCPHS and District desire to exchange and transfer certain real roe rights as g property set forth in this Agreement; and WHEREAS,District has determined that said exchange of interests in real property is of equal or greater value and that the long term preservation of open space at Windy Hill Open Space Preserve would be greatly enhanced and secured by such exchange; and WHEREAS, said exchange has been determined to be in accordance with the District's enabling legislation set out at Section 5500 et seq. of the Public Resources Code of the State of California. NOW THEREFORE, for good and valuable consideration,the receipt and adequacy of which all acknowledged,it is mutually agreed and understood as follows: 1. EXCHANGE OF EASEMENT AGREEMENT. a. Berm Easement. District hereby grants to NCPHS a non-exclusive easement for a road- supporting berm improvement,revegetation and landscaping purposes over a portion of District Land commonly known as a portion of San Mateo Assessor's Parcel Number f 076-340-100 in the form set forth in Exhibit A—Berm Easement,attached hereto and incorporated by this reference (hereafter`Berm Easement'). NCPHS shall be responsible for survey costs. While this shall be a nonexclusive easement,the District shall not cause,or allow any use of,the easement area that will damage, or unreasonably interfere with,the easement, the improvements placed on the easement, or the use of improvements on the property of NCPHS adjacent to the easement. Page 1 of 8 b. Open Space Easement. NCPHS hereby grants to District an Open Space Easement (hereinafter"Open Space Easement")in perpetuity over a portion of NCPHS Land in the form set forth in Exhibit B—Open Space Easement, attached hereto and incorporated by this reference. NCPHS shall be responsible for survey costs. The Open Space Easement shall be of an equal or greater open space value to the Berm Easement and shall be approximately 3.84-acres in size, and as shown on Exhibit B hereto. The Open Space Easement shall prohibit any new development, improvements,roads or trails,except the existing roads,trails and improvements located thereon on the date of execution of this agreement, and shall not preclude the removal of the water tank and reservoir as described herein. NCPHS shall be allowed to remove diseased and dead plants and trees, remove vegetation for fire prevention purposes, and plant shrubs,trees and plants that are non-native species. c. Conservation Easement. NCPHS hereby grants to District a Conservation Easement (hereinafter"Conservation Easement")in perpetuity over a portion of NCPHS Land in the form set forth in Exhibit C—Conservation Easement,attached hereto and incorporated by this reference. NCPHS shall be responsible for survey costs. The Conservation Easement shall limit new development to no more than twenty-six(26) feet in height above current grade and prohibit structures built within thirty(30) feet of the common NCPHS Land and District Land boundary. In the event of development by NCPHS within the Conservation Easement area,NCPHS will provide thirty(30)days' prior written notice to the District. Any development within the Conservation Easement shall be landscaped to minimize views from public trails. d. District agrees to grant NCPHS a separate Landscape License for the purpose of replacing vegetation lost due to construction and to improve the screening of the new improvements on NCPHS property in the form set forth in Exhibit D attached hereto and incorporated by this reference. The District will grant the License within thirty(30)days of the date the Town of Portola Valley issues a building permit to NCPHS for its new Facility as described in Section 2 herein. 2. COVENANT TO UNDERGROUNDING UTILITY LINES. NCPHS is applying for a building permit with the Town of Portola Valley to expand its retirement home and service care facilities(herein "the Facility")located on NCPHS Land. In further consideration for District granting NCPHS the Berm Easement, within three(3)years of the date NCPHS obtains a building permit for construction of the Facility,NCPHS shall cause all of the aerial utility lines running between the northwestern property boundary of the NCPHS Land to the existing Spring Ridge driveway to be placed underground. The location of the aerial utility lines is depicted in Exhibit E("Utility Lines Map"). The alignment of the undergrounding shall be in the same general area as the aerial lines. All costs and expenses related to such removal and undergrounding, and the costs of restoration and revegetation of the site, shall be the responsibility of the NCPHS. NCPHS shall obtain a Permit to Enter the District Land, in the form set forth in Exhibit F("Utility Line Permit to Enter") attached hereto and incorporated by this reference,prior to performing this work and shall fully comply with the terms and conditions of such Permit. District and NCPHS shall obtain, if necessary,PG&E and SBC consent to such undergrounding. NCPHS will use its best efforts to obtain a quitclaim deed of any aerial easements held by PG&E or SBC between the NCPHS Land and the Spring Ridge driveway,quitclaiming such easements to the District prior to undergrounding as set out in Section 2(a)of the Utility Line Undergrounding Permit to Enter. 3. COVENANT TO REMOVE WATER TANK IMPROVEMENTS. In further consideration for District granting NCPHS the Berm Easement,NCPHS shall remove the water tank and water reservoir pool as depicted on Exhibit H—Water Tank and Reservoir Map. Such removal shall be performed within three(3)years of the date NCPHS obtains a building permit for construction of the Facility. All costs and Page 2 of 8 expenses related to such removal shall be the responsibility of the NCPHS. The District shall not be liable for any costs related to the removal of water tank improvements. 4. ESCROW. a. No escrow will be opened for the consummation of the exchange of easements conveyed herein; however, Closing shall occur on or before December 23, 2004 unless extended by the Parties. The term"Closing"means the date any Easement is recorded in the Office of the County Recorder of San Mateo County. The Easements to be conveyed under this Agreement may be recorded serially, i.e., closings do not have to be concurrent to be valid, provided that at the Final Closing, all of the Easements to be conveyed under this Agreement have been recorded. NCPHS shall be responsible for the proper recordation of the Berm Easement, and for any fees,costs or title insurance, if any. District shall be responsible for the proper recordation of the Open Space Easement and the Conservation Easement. b. District shall deliver to NCPHS a fully executed and recordable copy of the Berm Easement ("Exhibit A")within seven(7)days of approval of this Agreement by District's Board of Directors. c. NCPHS shall deliver to District a fully executed and recordable copy of the Open Space Easement(Exhibit"B")and the Conservation Easement(`Exhibit C"),and an executed Landscape License Agreement(Exhibit"D") and Permit to Enter(Exhibit"F")within seven (7) days of approval of this Agreement by District's Board of Directors. 5. REPRESENTATIONS AND WARRANTIES. For the purpose of consummating this exchange of interests in real property in accordance herewith,NCPHS and District,collectively referred to as the "Parties",make the following representations and warranties,each of which is material, are being relied upon by the Parties, and shall survive the recording of the easements being exchanged and conveyed herein. a. Authori . The Parties have the full right,power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. b. Valid and Binding Agreements. This Agreement and all other documents delivered by the Parties have been or will be duly authorized and executed and delivered by the Parties are legal, valid and binding obligations of the Parties to complete this exchange and conveyance of real property. c. Good Title. The Parties have and at each and every Closing under this Agreement shall have good,marketable and indefeasible fee simple title to the real property interests being conveyed hereunder, free and clear of all liens and encumbrances except as defined in the Y � P title reports for each property attached hereto as Exhibit G, and the Parties shall forever indemnify and defend the other Party from and against any claims made by any third Party which are based upon any inaccuracy in the foregoing representations. 6. PAYMENT OF FEES. All processing, legal, engineering, surveying,recording,and other fees incurred by either Party pursuant to this Agreement, if any, shall be paid by NCPHS. 7. TIMING. Within ten(10)days of approval of this Agreement by District's Board of Directors, the Parties hereto shall exchange fully executed and acknowledged Easement Deeds in conformity with this Agreement conveying the easement interests to the respective Parties as set forth in Section 1 and to take all other steps and execute all other documents necessary to complete this transaction. Within thirty (30)days after delivery of the respective deeds,both Parties agree to record such deeds to provide for constructive notice thereof,at their own expense. The District shall execute the required Certificates of Acceptance of the Easement Deeds conveyed to it by NCPHS. Page 3 of 8 I 8. "AS-IS"CONVEYANCE. Both Parties are acquiring the respective real property interests on an "As-Is"basis, without warranties,express or implied,regarding the physical condition of the properties to be exchanged. Both Parties shall rely on their own inspections of the respective property interests. 9. INDEMNITY AND RELEASE OF LIABILITY. a. With regard to the Berm Easement,NCPHS shall fully release, indemnify, hold harmless and defend District as set out in said Easement. b. With regard to the Open Space Easement and the Conservation Easement,District shall fully release, indemnify,hold harmless and defend NCPHS,as set out in said Easements. c. With regard to the undergrounding of utility lines and removal of the water tank improvements,NCPHS shall fully indemnify,defend and hold District harmless,with such indemnity obligations to be set out in the required Landscape License and Permit to Enter. i 10. INSURANCE. NCPHS and District,at each Party's sole cost and expense, shall maintain in full force and effect comprehensive general liability insurance,or for the District, self-insurance, covering bodily and personal injury and property damage arising out of their respective activities arising out of this Exchange Agreement and arising out of any acts or omissions in or on their respective Easements granted hereunder. The terms and conditions of required insurance shall be as set out in the respective Easements. 11. MISCELLANEOUS PROVISIONS. a. Choice of Law. The internal laws of the State of California,regardless of any choice of law principles, shall govern the validity of this Agreement,the construction of its terms and the interpretation of the rights and duties of the Parties. b. Amendment. The Parties hereto may by mutual written agreement amend this Agreement in any respect. c. Rights Cumulative. Each and all of the various rights,powers and remedies of the Parties shall be considered to be cumulative with and in addition to any other rights,powers and remedies which the Parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right,power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,power or remedy available to such Party. d. Notice. Whenever an Par hereto desires or is required to give an notice,demand,or Y h' q g Y 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 and addressed as indicated as follows: NCPHS: Northern California Presbyterian Homes& Services 1525 Post Street San Francisco, CA 94109-6567 Attn: Barbara Hood,President and CEO Page 4 of 8 TEL: 415-202-7800 FAX: 415-922-2338 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022-1404 Attn: General Manager TEL: (650)691-1200 FAX: (650)691-0485 If sent by telegraph, facsimile copy or cable,a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above)to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third(3rd)business day after the date of mailing,whichever is earlier in time. Either Party hereto may from time to time,by notice in writing served upon the other as aforesaid,designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either Party from giving oral notice to the other when prompt notification is appropriate,but any oral notice given shall not satisfy the requirements provided in this Section. e. Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties,the Parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The Parties further agree to replace such void or unenforceable provisions,which will achieve, to the I extent possible,the economic business and other purposes of the void or unenforceable I p p rP provisions. p I fCounterparts. This A eement ma be executed in separate counterparts, each of which shall i S�' Y p rP 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 r instrument. In the event of any disparity between the counterparts produced, the i recorded counterpart shall be controlling. g. 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. h. Entire Agreement. This Agreement is intended by the Parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the Parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations,negotiations, agreements or understandings relating to the same subject matter. i. Time of the Essence. Time is of the essence of each provision of this Agreement in which time is an element. I Page 5 of 8 I j. Survival of Covenants. All covenants of District or NCPHS which are expressly intended hereunder to be performed in whole or in part after the Closing,including but not limited to the covenants set out in Section 2 and 3 herein, and all representations and warranties by either Party to the other, including but not limited to the representations and warranties set out in Section 5 herein,shall survive the Closing and be binding upon and inure to the benefit of the respective Parties hereto and their respective heirs, successors and permitted assigns. k. Terms Run with the Land. The terms,covenants and conditions set out in this Agreement shall run with the land and be binding upon and inure to the benefit of the successors and assigns of the Parties hereto pursuant to California Civil Code Section 1468. 1. 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. in. 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. n. 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. o. Pronouns and Gender. 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. p. Inconsistencies. In the event of any inconsistencies between the provisions of this Agreement and the terms of the various agreements set forth in Exhibits A through H, inclusive,the terms of the latter shall prevail. q. Recordation. District may, at its sole expense,record a Memorandum of this Agreement in the County of San Mateo. Page 6 of 8 IN WITNESS WHEREOF,the Parties have executed this agreement below on the day and year shown therewith. Northern California Presbyterian Homes& Services,a California Corporation, ("NCPHS"): Appro d s to Form: By: / ` Date: ' Robert J. L ne, Le Counsel Approved and Accepted::/ By: /�v-w Date: / z arbara Hood, President and CEO,NCPHS MIDPENINSULA REGIONAL OPEN SPACE DISTRICT("District"): Recommended for Acceptance: By: �1�� C . W C�L �`.� Date: I Z' - i Michael C. Williams, Real Property Representative Approved as to Form: By: Date: Susan M. Schectman, General Counsel I Recommended for Approval: By: Date: L. Craig Britton,General Manager i Approved and Accepted: I By: Date: Mary Davey, President, Board of Directors Attest: I By: Date: Sally Thielfoldt,District Clerk i List of Attachments Exhibit A—Grant Deed of Berm Easement Exhibit B—Grant Deed of Open Space Easement Exhibit C—Grant Deed of Conservation Easement Exhibit D—Landscape License Agreement Exhibit E—Utility Lines Map Page 7 of 8 Exhibit F—Utility Line Undergrounding Permit to Enter Exhibit G—Title Reports Exhibit H-Water Tank and Reservoir Map Page 8 of 8 l WHEN RECORDED MAIL,TQ- Northern California Presbyterian Homes& Services 1525 Post Street San Francisco,CA 94109 Attn: NO TRANSFER TAX DUE DULY RECORDED WITHOUT FEE Pursuant to Government Code PUBLIC AGENCY ACQUIRING TITLE, EXHIBIT A Sections 6103,27383 CALIFORNIA REVENUE AND TAXATION CODE SECTION 11922 RY• GRANT DEED OF BERM EASEMENT WHEREAS,MIDPENINSULA REGIONAL OPEN SPACE DISTRICT,a Public District, hereinafter called "District",was formed by voter initiative to solicit, receive,and hold conveyances of real property and interests therein by purchase, exchange, gift,or bargain purchase for public park, recreation, scenic, and open space purposes; and WHEREAS, District owns land located in the Town of Portola Valley, County of San Mateo, State of California, which is a portion of Assessor's Parcel Number 076-340-100 which is part of the District's Windy Hill Open Space Preserve, as shown on Exhibit A—Area Map, incorporated by this reference, and identified as the"District Land". WHEREAS,Northern California Presbyterian Homes& Services,a California Corporation, hereinafter called "NCPHS", is the owner of certain real property located within the Town of Portola Valley,County of San Mateo, State of California,and consisting of a parcel known as Assessor's Parcel Number 079-200-030, as depicted on the map attached hereto, marked "Exhibit A-Area Map",(hereafter "NCPHS Property") WHEREAS,NCPHS desires to obtain from District a permanent non-exclusive berm easement for berm,revegetation and landscaping upon the District Land in order to maintain a service road on NCPHS land. Said easement area is depicted on Exhibit B Landscape and Easement Areas and identified as"Area 1"and a legal description is attached as Exhibit C ("Berm Easement Legal Description")which are incorporated herein by this reference; NOW, THEREFORE, in consideration of the above recitals, and the mutual covenants,terms, conditions, and restrictions contained herein, and pursuant to the laws of California and in particular, inter alia, Sections 815 through 816 of the California Civil Code, District hereby grants to NCPHS a non- exclusive berm easement(hereinafter"Easement") in perpetuity over the District Land as shown in Exhibit B,subject to the following terms and conditions. 1.0 Character and Purpose_ The purpose of this Easement is for construction of a road support berm upon District Land which purpose shall include the installation, repair and maintenance of a road support berm,revegetation, landscaping,drainage facilities and other berm maintenance improvements ("Project"). i Page 1 of 8 1.5 Grant of Easement. District grants NCPHS a non-exclusive berm easement for the purpose of: installation,repair-and maintenance of a road support berm,revegetation, landscaping, drainage facilities,and other berm maintenance improvements("Project"),along the northwest boundary of NCPHS' property as follows: Site A permanent berm easement("Easement Area") is granted over parcel 076-340-100 contiguous with the northwest boundary of NCPHS parcel 079-200-030,as shown on Exhibit B,Area 1 and more specifically described in the legal description Exhibit C. 2.0 Exchange and Consideration_ It is agreed that the District property conveyed by this Easement Deed is being exchanged for and in consideration for the NCPHS property concurrently being conveyed to District by the NCPHS Open Space Easement Deed and Conservation Easement Deed. District and NCPHS have determined that the NCPHS Open Space and Conservation Easement Deeds over San Mateo Assessor's Parcel Number 079-200-030 being conveyed to District are an appropriate and acceptable exchange of equal or greater open space and market values. 3.0 Conditions and Covenants of Fasement. This Easement is subject to the following conditions and covenants: a. NCPHS shall be solely responsible for construction and properly repairing and maintaining the Project. Construction of the Project and landscaping shall be as depicted on Exhibit D-Berm and Landscape Plans which are incorporated herein by this reference. b. After construction of the Project,NCPHS shall revegetate and provide plant screening and shall irrigate,maintain and monitor the planted shrubs and trees in compliance with the Landscape Maintenance and Monitoring Plan ("Plan")which is attached hereto, marked Exhibit E, and incorporated herein by this reference. NCPHS shall post,prior to any construction on District Land,a landscape surety bond or cash deposit of$25,000 in a form acceptable to the District for landscape maintenance for a period of five(5) years to ensure maintenance and adequate growth of the plants for screening as described in Exhibit E. In the event NCPHS fails to comply with the Plan, District is authorized to draw funds on the surety bond or cash deposit for maintenance and/or revegetation, in addition to pursuing any other right or remedy available to the District under this Easement, including those remedies set out in Section 6.0 herein. C. NCPHS shall insure that the construction plans,techniques, and materials for the Project shall conform to the conditions of approval, specifications and standards of the Town of Portola Valley, County of San Mateo,District,and any other government agencies with jurisdiction over the Project. d. NCPHS will be responsible for obtaining any and all necessary permits for the Project and landscaping, and supply District with copies of any and all permits and final sign-off on such permits. e. NCPHS shall be permitted to enter upon District Land for reasonable access to the berm easement location depicted on Exhibit C and for construction of the Project and repair and maintenance of the berm easement, and may not conduct activities outside this area without the written approval of District. Page 2 of 8 I f. NCPHS may bring onto the easement area only such persons,vehicles, and equipment as are reasonably necessary for the installation of the Project and for repair and maintenance or monitoring of the berm easement area. g. Prior to entering onto the District Land for installation,maintenance or monitoring of the Project,where such entry includes the use of motorized vehicles or construction equipment,NCPHS shall provide a 15-day written notice to District. h. NCPHS will use caution when working around all existing trees and structures to ensure the least impacts to the visual and biological resources of the Easement Area. i. NCPHS shall notify District in advance of the time, date and place of Project preconstruction meetings with NCPHS' contractor and District shall have the right to attend such meetings in order to provide input on impacts to District Land and to insure the Project is consistent with the terms of this Easement. j. NCPHS will be responsible for the repair or replacement of any damage on the Easement Area resulting from its activities,and will repair such damage in a timely manner. k. NCPHS will keep the District Land including the Easement Area free from accumulation of surplus materials,rubbish,debris,equipment, and waste material. All debris,waste material, equipment, surplus materials and hazardous materials resulting from installation,maintenance and monitoring of the Project shall be removed after construction of the Project and disposed of in compliance with all applicable laws. 1. NCPHS shall notify District upon completion of all work on the Project and arrange for a site inspection with District staff before vacating the site. M. NCPHS shall provide as-built plans of the completed berm improvements and landscaping. n. Any improvements and construction not depicted on Exhibits D and E will require prior written approval from the District. o. Density Rights. No Development Density Rights, Density Units or additional parcels or lots are being transferred from the Easement Area to the NCPHS Property. The area of the Easement Property shall not be used in floor area ratio calculations related to the NCPHS Property. 4.0 Right of Possession_ It is agreed and confirmed by the parties hereto that notwithstanding other provisions of this agreement,right of possession and use of the berm easement by the NCPHS shall commence on, or upon recordation of this Easement Deed. 5.0 indemnification_ NCPHS agrees to indemnify, protect, defend and hold District harmless from and against any and all claims, losses,damages,demands, liabilities, suits,penalties, costs, expenses (including, without limitation, attorneys'fees),causes of action,claims and/or judgments arising out of or in connection with any injury or damage to any property or to any person or persons including, without limitation, District and its directors, officers, employees, agents volunteers,and guests, caused by or arising out of NCPHS's use of the Easement Area whether pursuant to this Easement or otherwise. In the event liability arises due to the alleged concurrent negligence of District and NCPHS,each party shall contribute to the costs of any such suits,defense,damages, costs and liability in proportion to that party's Page 3 of 8 i I fau lt as determined under the principles of comparative negligence. 6.0 Disputes,and Remedies- If either party determines that the other party,or a successor in interest,or any occupant of the Easement Area is conducting or allowing a use, activity,or condition on the Easement Area which is prohibited by the terms of this Easement, or is violating or threatening to violate a term or condition of this Easement, District or NCPHS shall give written notice to NCPHS or District of such violation and request corrective action sufficient to cure the violation, and,where the violation involves injury to the Easement Area resulting from any use or activity inconsistent with the purposes of this Easement,to restore the portion of the Easement Area so injured. a. Consultations Reg raging Interpretation and Enforcement of Easement. When any disagreement,conflict,need for interpretation, or need for enforcement arises between the parties to this Easement, each party shall first consult with the other party in good faith about the issue and attempt to resolve the issue without resorting to legal action. b. Notice of Violation; Corrective Action. If either party determines that a violation of the terms of this Easement has occurred or is threatened,the damaged party shall give written notice to the other party of such violation and request corrective action sufficient to cure the violation and,where the violation involves injury to the Easement Area resulting from any use or activity inconsistent with the purpose of this Easement,to request restoration of the portion of the Easement Area so injured to its condition prior to the inconsistent use or activity. Such written notice is not required in the event of any actual or imminent physical harm to the property. C. Injunctive Relief, If the party responsible for the violation fails to cure the violation within thirty(30)days after receipt of notice thereof from the damaged party,or under circumstances where the violation cannot reasonably be cured within a thirty(30)day period, fails to begin curing such violation within the thirty(30)day period, or fails to continue diligently to cure such violation until finally cured,the damaged party may bring an action at law or in equity in a court of competent jurisdiction which seeks to enforce the terms of this Easement, to enjoin the violation,by temporary or permanent injunction, and seeks to require the restoration of the Easement Area to the condition that existed prior to any such injury. d. Damages. The damaged party shall be entitled to recover damages for violation of the terms of this Easement or injury to this Easement or the interests protected by this Easement, as provided by Civil Code Section 815.7. e. Forbearance. Enforcement of the terms of this Easement shall be at the discretion of the either party,and any forbearance by either party to exercise its rights under this Easement in the event of any breach of any term of this Easement by the other party shall not be deemed or construed to be a waiver by either party of such term or of any subsequent breach of the same or any other term of this Easement or of any of the parry's rights under this Easement. No delay or omission by either party in the exercise of any right or remedy upon any breach by the other party shall impair such right or remedy or be construed as a waiver. f. Acts Beyond the District's or NCPHS'%Control. Nothing contained in this Easement shall be construed to entitle either party to bring any action against the other party for any injury to or change in the Easement Area resulting from causes not involving any affirmative acts by District or NCPHS,or causes beyond District's or NCPHS's control, Page 4 of 8 including without limitation,trespassers, fire, flood, storm, and earth movement, or from any prudent action taken by either party under emergency conditions to prevent,abate, of mitigate significant injury to the Easement Area resulting from such causes. g. Attorneys'Fees. If either party hereto incurs any expense, including reasonable attorneys'fees, in connection with any action or proceeding instituted by reason of any violation,breach,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. 7.0 Miscellaneous Provisions_ a. Choice of I.aw_ The internal laws of the State of California,regardless of any choice of law principles, shall govern the validity of this Easement,the construction of its terms and the interpretation of the rights and duties of the parties. b. Amendment. The parties hereto may by mutual written agreement amend this Easement in any respect. C. Rights Cumulative Each and all of the various rights,powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Easement. The exercise or partial exercise of any right,power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,power or remedy available to such party. d. Notice- Whenever any party hereto desires or is required to give any notice, demand,or request with respect to this Easement(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 and addressed as indicated as follows: NCPHS: NCPHS Portola Valley 1525 Post Street, San Francisco, CA 94109-6567 Attn: Barbara Hood,President and CEO TEL: 415-202-7800 FAX: 415-922-1660 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos,CA 94022-1404 Attn: General Manager With a copy to: Ana Ruiz,District Representative TEL: (650) 691-1200 FAX: (650) 691-0485 If sent by telegraph, facsimile copy or cable,a confirmed copy of such telegraphic, Page 5 of 8 facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third(3rd)business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time,by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Easement 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 requirements provided in this Section. e. SevererIf any of the provisions of this Easement 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 Easement. The parties further agree to replace such void or unenforceable provisions,which will achieve,to the extent possible, the economic,business and other purposes of the void or unenforceable provisions. f. Waiver- No waiver of any term,provision or condition of this Easement,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 Easement. g. Entire Agreement This Easement 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. h. Time of the Essence. Time is of the essence of each provision of this Easement in which time is an element. i. Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Easement to any third party without the prior written approval of the other party. j. Further Document-,;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 Easement. k. Captions- Captions are provided herein for convenience only and they form no part of this and are not to serve as a basis for interpretation or construction of this Easement,nor as evidence of the intention of the parties hereto. 1. Pronouns and Gender- In this Easement,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. Page 6 of 8 M. Authority. NCPHS and District both represent and warrant that each has the full right, power and authority to enter into this Easement and to perform the transactions contemplated hereunder. 8.0 Recordation- This instrument shall be recorded by NCPHS in the Official Records of the County of San Mateo,California. NCPHS may re-record this Easement whenever re-recording is required to preserve NCPHS's rights in this Easement. Page 7 of 8 IN WITNESS WHEREOF,the parties have executed this agreement the day and year first above P �' Y y written. Northern California Presbyterian Homes&Services, a California Corporation, ("NCPHS"): Approved Form: 01 ,( By: Date: Robert J. Lanzone,Legal Coun Approved and Accepted: By: Date: Barbara Hood,President and CEO,NCPHS MIDPENINSULA REGIONAL OPEN SPACE DISTRICT("District"): Recommended for Acceptance: n� By: C • U Date: 1 -2 — Michael C. Williams,Real Property Representative Approved as to Form: By: Date: Susan M. Schectman,General Counsel Recommended for Approval: By: Date: L. Craig Britton,General Manager Approved and Accepted: By: Date: Mary Davey,President,Board of Directors Attest: By: Date: Sally Thielfoldt,District Clerk T.ist of Attachments Exhibit A—Area Map Exhibit B—Landscape and Easement Areas Exhibit C-Berm Easement Legal Description Exhibit D—Berm and Landscape Plans Exhibit E—Landscape Maintenance and Monitoring Plan Page 8 of 8 State of California_ County of 5VV' US Ct:' 0nR--Q4A n' 1, 7%C+ before me, UG►/ " � /IShCIS �I�IYL , personally appeared G , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Si a e JAMES S. YONASHIRO� p COMM. 1300224 NOTARY PUBLIC-CALIFORNIA b C9 SAN FRANCISCO COUNTY " My Comm.Expires Apr.9,2005JI ' I 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California f County of ,Srv� 1`v►csLC SS. �aP. On before me, Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared !.� Name(s)of Signer(s) ❑ personally known to me c )0 proved to me on the basis of satisfactory evidence a to be the person(s) whose name(s) is/are ( subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their ; DAMES S. YONASHIRO signature(s) on the Instrument the person(s), or a. W COMM. 1300224 the entity upon behalf of which the person(s) m = NOTARY PUBLIC-CALIFORNIA '-o acted, executed the instrument. ' N� Ur • SAN FRANCISCO COUNTY „t My Comm.Expires Apr.9,2005JI WITNESS m hand official y and ff cial seal. Place Notary Seal Above 69 nature oSstJot Public F ril4i{ � tad OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Docum^ent. L �,` _ ' ,, r ; <� Type Yn 1J�► `'7 13CYM �}e4`4� hl Title or T e of Document: } Document Date: �� /1 Number of Pages: Signer(s) Other Than Named Above: N/ Capacity(ies) Claimed by Signer Signer's Name: . ❑ Individual • ❑ Corporate Officer—Title(s): Top of thumb Here r4' ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: ' Signer Is Representing: a i Ny r,• 0 1999 Nalional Notary Association•9350 De Soto Ave.,P.O.Box 24132•Chatsworth.CA 91313-2402•www.nat wakimryorg Prod.No.5907 Reorder Call Toll-Free 1-800-578.6827 Exhibit A Area Map SEQUOIAS EASEMENT EXCHANGE - WINDY HILL OSP I • Spring Ridge LLC WHO7 APN:076-340-060 Al 1 R°ad I L � ROad NCPHS f Property APN 079-200-030 District Land Windy Hill \ Open Space .... , \ o Preserve _ o� APN:076-340-100 ~�\ \ten Reservoir Water Tank r _ = 1 LOWER-SPRING �: { ® rn+ •. n9 Ride Trai! ' Fe t- 0 185 370 740 \ G-.WmM�4MYMY_WI3Mw'�es TnesU^hMYHm_Sepmu_TnBs_Ex1iICM_NCPNS sum bDJ EXHIBIT A - AREA MAP Exhibit B Landscape and Easement Areas I i I I I Ili SEQUOIAS EASEMENT --CHANGE - LANDSCAPF '\ND EASEMENT AREAS 1� Spring Ridge j LLC ,.- WH07 • �� APN: 076-340-060 as AREA 1 Service Oad k 1s WH05 • .... ' sso NCPHS Property AREA 2 APN: 079-200-030 ; 600 Windy Hill Open Space ♦ Preserve APN: 076-340-010 . I A f ■ ■ ■ l ■ ' 1 ■ - 1 ♦ 1 • Feet 0 100 200 400 EXHIBIT B i Exhibit C Berm Easement Legal Description i i I i page.. BERM EASEMENT METES AND BOUNDS DESCRIPTION PARCEL C Situate in the Town of Portola Valley, County of San Mateo, State of California and described as follows: Being a portion of Parcel 1 as shown on the Parcel Map of Corte Madera filed January 27, 1981 in Volume 50 of Parcel Maps at pages 79 through 84, San Mateo County Records being more particularly described as follows: Beginning at a point on the Northerly terminus of that certain course shown as "S 270171561E 190.57 feet" of Parcel 1 as shown on the Parcel Map of Corte Madera (Vol. 50 Maps Pages 79-84) , said Point of Beginning (P.O.B.) also being a point along the common line between said Parcel 1 (Vol- 50 Maps Pages 79-84) and lands of Northern California Presbyterian Homes, Inc. as described in the deed to Northern California Presbyterian Homes, Inc. recorded August 19, 1958 in volume 3442 at page 430, Official Records of San Mateo County, State of California being more particularly described as follows: Thence along the Northwesterly boundary of said lands of Northern California Presbyterian Homes, Inc. (3442 o. r. 430) North 4101215111 East a distance of 45.00 feet to the True Point of Beginning (T.P.O.B.) ; Thence leaving said Northwesterly boundary North 1405915911 East a distance 20.00 feet; Thence North 3900910211 East a distance 84,00 feet; Thence North 32051120f1 East a distance 56.00 feet; Thence North 410121511/ East a distance 60..00 feet; Thence North 4502613911 East a distance 60.00 feet; Thence North 540041101, East a distance 70.00 feet to a point on said Northwesterly boundary; Thence along said Northwesterly boundary South 410121511, West a distance 345.38 feet to the True Point of Beginning (P.O.B.) ; Containing an area of 4,626 square feet, more or less. \.AN D SCi o J * Expires 06/30l06 LP �9r ND. 43T`' j F OF CALF I Brio Engineering Associates, INC,2858 Stevens Creek Blvd.,Suite 208,San Jose,CA 95128 LINE TABLE LINE BEARING LENGTH L1 N41'12'51"E 45.00 PARCEL C L2 N14'59'59"E 20.00 4,626 8f.t L3 N39'09'02"E 84.00 �,• L4 N32'51'20"E 56.00 ��° �� o L5 N41'1251"E 60.00 u L6 N45'26'39"E 60.00 �o L7 N54'04'10"E 70.00 \P� L8 S41'12'51"W 345.38 �h 0� � POD� �C SNP Q Q OQ-• �GP Q� OP -l0 ��1JF1'riLF1A1 C�1!IPtJF3i�1).1 ;�FI���'l'f�Fll�li�J P001-5-8 INC. :E1442 jA =)`W T.P.O.B. PARCEL C TOCA RO P.Q.B. 0 �Q LAND SG min 03 S S � o BLOW UP pG 0 Jn. AREA g p * Expires 06/30 06 * N ��9 �• 43'L5 ��� s� lF OF C A01 0 KEY MAP s� PLAT TO ACCOMPANY A DESCRIPTION Exhibit "A„ Engineering ASSOCIATES BERM EASEMENT , INC. 2858 Stevens Creek Blvd Suite 208 TOWN OF PORTOLA VALLEY San ,lose, CA 95128 Date: 06/25/06 Scale: AS SHOWN Job: NCPH0201 Tel (408) 241-5494 Drawn By: Designer: Checked: Fax (408) 241-5493 CMH CMH JS PAGE 1 OF 1 Exhibit D Berm and Landscape Plans On file as public record with District NCPHS Plans Exhibit D—Berm and Landscape Plans to the Grant Deed of Berm Easement Exhibit I to the Landscape Maintenance and Monitoring Plan List of Attachments 1. SK-245 Site Plan: Current Condition 2. SK-249 Site Plan: Future Condition 3. Section 02441 Landscape Irrigation(16 pages) 4. Section 02750 Planting(22 pages) 5. Section 02215 Crushed Gravel Paving(4 pages) 6. L-1: Layout Plan 7. L-2: Layout Plan 8. L-3: Construction Details 9. L-3A; Irrigation Plan 10. L-4: Irrigation Plan 11. L-5: Irrigation Plan 12. L-7: Irrigation Details 13. L-8: Irrigation Details 14. L-8A: Planting Plan, West Perimeter 15. L-9: Planting Plan 16. L-16: Planting Plan 17. L-12: Planting Details and Notes 18. SK-244 Sections and Elevations 19. C2.1: Grading, Drainage and Paving Plan—West Perimeter 20. C2.2: Grading, Drainage and Paving Plan 21. C2.3: Grading, Drainage and Paving Plan 22. C3.2: Utility Relocation Plan 23. C3.3: Utility Relocation Plan i// I Exhibit E Landscape Maintenance and Monitoring Plan i II it I �II i i I EXHIBIT E to the Grant Deed of Berm Easement EXHIBIT B to the Landscape License Agreement g LANDSCAPE MAINTENANCE AND MONITORING PLAN Health Services Project Adjacent to Windy Hill Open Space Preserve September 15,2004 The successful establishment and long-term viability of the proposed landscaping of the Health Services Project planned for installation on Windy Hill Open Space lands is crucial. The native trees and shrubs will serve to protect the open space character of the preserve,minimize views of The Sequoias structures and facilities, and maintain a vegetated protective buffer between protected open space and The Sequoias development. A landscape-monitoring plan is hereby proposed as a useful tool to evaluate the success of the landscape over a five-year period. The landscape improvements shall be as depicted in the landscape plans attached and made a part hereto as Exhibit I. 1. Standards of Performance. Success criteria for all new plantings which are part of this landscaping plan should be set at 100%survivability throughout the 5-year monitoring period. Dead and sick or diseased plants should be replaced annually during these 5 years. Since oaks are the dominant tree species in the area,dead or poorly performing oaks shall be replaced strictly with new,healthy oaks. For other plant species, an adaptive management approach towards plant replacement should be instituted: the plant species chosen for replacement should be based upon a critical evaluation of the vigor and growth of the plantings installed. Those species that are well adapted to the planting sites and are rapidly establishing should generally be used to replace dead plants. a. Plant mortality. All plants that die, are unhealthy,or do not support new growth after year one must be replaced at a 1:1 ratio. b. Screening. The planted restoration areas must achieve the following screening effects: 35% screening of visible portions of the roadway and passing vehicles by year one; 45%year two; 65%year three; and 95%year five. c. Weed control. Weed control must be maintained at the base of all planted plants at minimum of 2 feet diameter around primary tree stem or base of herbaceous plant. Weed control shall consist of keeping weed growth limited to 6 inches in height and weed-whipped to soil level once a year in accordance with standard fire management practices. d. Irrigation—Programming the Irrigation System. The approved plant list for Windy Hill Open � Space Preserve are locally native and will therefore require limited irrigation at the time of planting and during the dry months for only the first few years to establish the plants. Generally,watering is not encouraged during the winter months to avoid over-irrigating the native plants. The Sequoias Portola Valley(NCPHS)should consult with a landscape professional to determine the amount and frequency of irrigation that is recommended for each plant based on species type, location,and size. 2. Monitoring Protocols. a. Site Inspections. A qualified consultant shall inspect the planting area quarterly for the first year and annually for years 2 through 5. I Health Services Project Page 1 of 4 I b. Photo Documentation. Photo monitoring stations will be established and photographs will be taken from the same location and direction during each monitoring visit. This will enable comparisons of changes over time. 3. Remedial Measures. a. Mortalily. All plants that die,are unhealthy, or do not support new growth after year one must be replaced at a 1:1 ratio. If particular species are not performing as a whole,the consultantmonitor shall recommend a replacement species that is native and will perform well at the site. b. Additional Screenins. If the consultant monitor finds that the performance standardsare not being met(i.e. insufficient screening),additional plant material shall be specified and planted to ensure that standards are met. 4. Reporting. Annual monitoring reports shall be submitted to the District years l —5 by September 151h. This will allow time for planning for late fall planting should there be any remedial replacement plants needed for mortality or failure to screen the road and vehicles. 5. Coordination. The Sequoias shall be responsible for scheduling and coordinating to facilitate the most expeditious completion of monitoring tasks and resulting work. 6. Maintenance. a. Plant Maintenance. The major components of maintenance are Shrub and Tree Care and Repair, and Weed Control. i. Trees, shrubs,and hardware such as tubing,guy wires and cages,that are damaged by storms, vehicles,or severe herbivory should be repaired or replaced if needed. ii. Complete weed control must be maintained at the base of all planted plants at minimum of 2 feet diameter around primary tree stem or base of herbaceous plant. iii. Highly invasive non-native we eds that pose a threat to successful establishment nt of the proposed planting should be removed from all planting areas, ideally before setting seed. } b. Irrigation maintenance. The irrigation system should be checked regularly throughout the five-year landscaping monitoring period,particularly during dry summer months. Any broken or failing lines, sprinklers or valves should be replaced promptly as needed. Removal of Irrigation System:NCPHS shall remove all irrigation lines and associated irrigation equipment from the District's Windy Hill Open Space Preserve property shortly after the five-year landscaping monitoring period is complete,but not more than six months Y P g gP P after this date. If NCPHS fails to remove the irrigation system within the six-month grace period, the District shall remove and dispose of the equipment at the expense of NCPHS. 7. Documentation. A written report of annual findings and results, with photographs of conditions, shall be submitted each year for review by the District. A table identifying each plant species,number of plants installed originally,number of plants alive at the time of monitoring,percent survival, average height in feet,and average vigor rated excellent to poor shall be included in the annual report. 8. Removal of Irrigation System. NCPHS shall remove all irrigation lines and associated irrigation equipment from the District's Windy Hill Open Space Preserve property shortly after the five-year Health Services Project Page 2 of 4 I I landscaping monitoring period is complete,but not more than six months after this date. If NCPHS fails to remove the irrigation system within the six month grace period,the District shall remove and dispose of the equipment at the expense of NCPHS. List of Attachments Exhibit I—Landscape Plans I Health Services Project Page 3 of 4 EXHIBIT I Landscape Plans Health Services Project Page 4 of 4 NCPHS Plans Exhibit D—Berm and Landscape Plans to the Grant Deed of Berm Easement Exhibit I to the Landscape Maintenance and Monitoring Plan List of Attachments 1. SK-245 Site Plan: Current Condition 2. SK-249 Site Plan: Future Condition 3. Section 02441 Landscape Irrigation(16 pages) 4. Section 02750 Planting(22 pages) 5. Section 02215 Crushed Gravel Paving(4 pages) 6. L-1: Layout Plan 7. L-2: Layout Plan 8. L-3: Construction Details 9. L-3A; Irrigation Plan 10. L-4: Irrigation Plan 1.1. L-5: Irrigation Plan 12. L-7: Irrigation Details 13. L-8: Irrigation Details 14. L-8A: Planting Plan, West Perimeter 15. L-9: Planting Plan 16. L-10: Planting Plan 17. L-12: Planting Details and Notes 18. SK-244 Sections and Elevations 19. C2.1: Grading, Drainage and Paving Plan—West Perimeter 20. C2.2: Grading,Drainage and Paving Plan 21. C2.3: Grading, Drainage and Paving Plan 22. C3.2: Utility Relocation Plan 23. C3.3: Utility Relocation Plan llI �2 . , -Oy WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: General Manager DULY RECORDED WITHOUT FEE NO TRANSFER TAX DUE Pursuant to Government Code PUBLIC AGENCY ACQUIRING TITLE, Sections 6103,27383 CALIFORMA REVENUE AND TAXATION EXHIBIT B CODE SECTION 11922 BY: GRANT DEED OF OPEN SPACE EASEMENT WHEREAS,Northern California Presbyterian Homes& Services, a California Corporation, hereinafter called "Grantor", is the owner of certain real property located within the County of San Mateo, State of California, and consisting of a portion of a parcel known as Assessor's Parcel Number 079-200-030,as depicted on the map attached hereto,marked"Exhibit A", incorporated by this reference(hereafter"Real Property"). I WHEREAS,MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District, hereinafter called "District", was formed by voter initiative to solicit, receive, and hold conveyances of real property and interests therein by purchase,exchange, gift,or bargain purchase for public park, recreation,scenic, and open space purposes; and WHEREAS, Grantor desires to deed to District an open space easement over a portion of the Real Property consisting of approximately 3.84-acres,more particularly described in the legal description set out in Exhibit B, and as depicted as Parcel A on the maps marked"Exhibit C1"and"Exhibit C2" incorporated herein by this reference,and is hereinafter referred to as the "Open Space Easement Property"; and WHEREAS District desires to obtain an open ace easement over the Open Space Easement Property, P P P P P rty, , which would preserve and protect in perpetuity the natural,scenic and open space values of the Real Property, subject to the restrictions contained herein. NOW,THEREFORE, in consideration of the above recitals,and the mutual covenants,terms, conditions, and restrictions contained herein, and pursuant to the laws of California and in particular, inter alia, Sections 815 through 816 of the California Civil Code, Grantor hereby grants to District an Open Space Easement(hereinafter"the Easement")in perpetuity over the Open Space Easement Property as shown in Exhibit B, subject to the following terms and conditions_ 1. Purpose. The purpose of this Easement is to assure that the Open Space Easement Property will be retained in perpetuity in its natural scenic and open space condition and to prevent any use of the Property that will significantly impair or interfere with its open space values. Accordingly,this Easement restricts the use of the Open Space Easement Property to activities involving enjoyment of views, open space,natural habitat and environmental protection, and related uses,which are consistent with this Easement. 2. Rights of District. To accomplish the purposes of this Easement, Grantor conveys to District the following rights: Page 1 of 9 a. To preserve and protect the open space values of the Open Space Easement Property. b. To enter upon the Open Space Easement Property at reasonable times,no more than two times per year with one week's written notice,in order to monitor Grantor's compliance with the terms of this Easement and to enforce such terms. c. To enter upon the Open Space Easement Property at any time for reasonable cause with 24 hours notice in order to monitor potential violation of compliance with the terms of this Easement and to enforce such terms. d. Pursuant to paragraph 6 hereof("Disputes and Remedies"), to prevent any activity on or use of the Open Space Easement Property which is inconsistent with the purposes of this Easement and to require the restoration of such areas or features of the Open Space Easement Property that may be damaged by any inconsistent activity or use. 3. Baseline Data. In order to establish the present condition of the open space values, District has examined the Open Space Easement Property and prepared a report(the"Baseline Documentation Report") containing an inventory of the Open Space Easement Property's relevant features and conditions, its improvements and its natural resources(the"Baseline Data"). A copy of the Baseline Documentation Report has been provided to Grantor, and another shall be placed and remain on file with District. The Baseline Documentation Report has been signed by the Grantor and District, and thus acknowledged accurately to represent the condition of the Open Space Easement Property at the date of the conveyance of this Easement. The parties intend that the Baseline Data shall be used by District to monitor Grantor's future uses of the Open Space Easement Property, condition thereof, and practices thereon. The parties further agree that, in the event of a controversy arises with respect to the condition of the Open Space Easement Property or a particular resource thereof, the parties shall not be foreclosed from utilizing any other relevant document, survey, or report to assist in the resolution of the controversy. 4. Prohibited Uses. Any activity on or use of the Open Space Easement Property which is inconsistent with the purposes of this Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited: a. Subdivision. The legal or defacto subdivision of the Open Space Easement Property for any purposes. (Lot line adjustments in excess of one hundred square feet are subject to the prior written approval of District.) Any land transferred by lot line adjustment shall remain subject to the terms of this Easement, and shall not carry with it any rights to development density. The term subdivision shall include,but not be limited to, the creation of a life or future estate in a portion of the Open Space Easement Property,the conveyance of a portion of the Property,or any subdivision as defined by the Subdivision Map Act, California Government Code Section 66000 et seq. b. Commercial or Industrial Use. Any commercial or industrial development,use of, or activity on the Open Space Easement Property, including commercial agriculture, is expressly prohibited. c. Building. The placement or construction of any buildings, structures or other improvements of any kind on the Open Space Easement Property(including without limitation, fences,roads, signs and parking lots)is prohibited, excepting,however,the existing improvements thereon and the maintenance, repair and use of said improvements. d. Soil Erosion or Degradation. Any use or activity which causes, or is likely to cause, significant soil degradation or erosion or significant pollution of any surface or subsurface waters is prohibited. This prohibition shall not apply to the use of agrochemicals, such as fertilizers,pesticides, herbicides, and fungicides,which are used in accordance with law and USDA, manufacturer's, and Page 2 of 9 the County Agricultural Commissioner's regulations, directions, and policies, or those of their successors. e. Tree Cutting. The cutting down,or other removal of live trees is prohibited, except when required for safety or fire protection and subject to the prior written approval of the District, which approval shall not be unreasonably withheld. f. Dumping. The dumping or other disposal of wastes,refuse, or debris on the Open Space Easement Property is prohibited. g. New Utilities. The installation of new above ground utility systems or extensions of existing utility systems, including,without limitation,water, sewer,power, fuel, and communication lines and related facilities is prohibited. h. Mineral Rights. The exploration for, or development and extraction of, minerals and hydrocarbons by any mining method is prohibited. i. Grazing. The grazing of livestock is prohibited. j. Off Road Vehicles. Use of off-road or all-terrain vehicles or motorcycles is prohibited except on the existing paved road. k. Hunting or Shooting. Hunting or trapping of wildlife, and the shooting of guns is prohibited. 1. Noise Limits. No activities such as concerts shall be permitted on the Open Space Easement Property which produce noise levels in excess of 65 decibels as measured from Portola Road. Agricultural and landscaping equipment such as tractors,chainsaws, and leaf blowers are specifically excluded from this provision. i� i m. Junk Yards. Storage or disassembly of inoperable automobiles and trucks for purposes of sale or rental of space for that purpose is expressly prohibited. n. Excavation. Alteration of land forms by grading or excavation of topsoil, earth, or rock is prohibited,excepting for the placement or maintenance or excavation of underground utilities. o. Scenic and Natural Character. Activities such as clearing, stripping of native vegetation(except poison oak), grading,or storage of materials that would clearly degrade the scenic and natural character of the Open Space Easement Property is prohibited. p. Archeological Resources. The excavation,removal, destruction, or sale of any archeological artifacts or remains found on the Open Space Easement Property, except as part of an archeological investigation approved by District,is prohibited. All excavation plans shall be reviewed by an archeologist prior to the start of, and during,the excavation. 5. Permitted Uses. The Grantor may use the Open Space Easement Property for any purpose not prohibited by paragraph 4 and which is consistent with the purpose of this Easement. The following uses and practices,though not an exhaustive recital of consistent uses, are consistent with the purpose and intent of this Easement and are not precluded by it: a. To take reasonable measures necessary and appropriate for fire safety as approved by the Woodside Fire Protection District; and to remove trees and brush for management and safety purposes. b. To remove exotic non-native invasive vegetation and restore the area with native vegetation. Page 3 of 9 c. To plant native vegetation and install a protective tube or cage around such plants. Any protective tube or cage shall be removed before the plant outgrows the tube or cage. 6. Disputes and Remedies. If District determines that Grantor,or Grantor's successors in interest, or any occupant of the Open Space Easement Property, is conducting or allowing a use, activity, or condition on the Open Space Easement Property which is prohibited by the terms of this Easement,or that a violation is threatened, District shall give written notice to Grantor of such violation and request corrective action sufficient to cure the violation,and,where the violation involves injury to the Open Space Easement Property resulting from any use or activity inconsistent with the purposes of this Easement, to restore the portion of the Open Space Easement Property so injured. a. Consultations Regarding Interpretation and Enforcement of Easement. When any disagreement, conflict,need for interpretation,or need for enforcement arises between the parties to this Easement, each party shall first consult with the other party in good faith about the issue and attempt to resolve the issue without resorting to legal action. b. Notice of Violation,• Corrective Action. If District determines that a violation of the terms of this Easement has occurred or is threatened,District shall give written notice to Grantor of such violation and request corrective action sufficient to cure the violation and,where the violation involves injury to the Open Space Easement Property resulting from any use or activity inconsistent with the purpose of this Easement,to request restoration of the portion of the Open Space Easement Property so injured to its prior condition. Such written notice is not required in the event of any actual or imminent physical harm to the Open Space Easement Property. c. Injunctive Relief. If Grantor fails to cure the violation within thirty(30)days after receipt of notice thereof from District,or under circumstances where the violation cannot reasonably be cured within a thirty(30)day period, fails to begin curing such violation within the thirty(30)day period, or fails to continue diligently to cure such violation until finally cured,District may bring an action at w or in equity in a court of competent jurisdiction which seeks to enforce the terms of this la q ty P J Easement,to enjoin the violation,by temporary or permanent injunction, and seeks to require the restoration of the Open Space Easement Property to the condition that existed prior to any such injury. d. Dama-ges. District shall be entitled to recover damages for violation of the terms of this Easement or injury to this Easement or the interests protected by this Easement,as provided by Civil Code Section 815.7. e. Forbearance. Enforcement of the terms of this Easement shall be at the discretion of the District, and any forbearance by District to exercise its rights under this Easement in the event of any breach of any term of this Easement by Grantor shall not be deemed or construed to be a waiver by District of such term or of any subsequent breach of the same or any other term of this Easement or of any of District's rights under this Easement. No delay or omission by District in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. f. Acts Beyond the Grantor's Control. Nothing contained in this Easement shall be construed to entitle District to bring any action against Grantor for any injury to or change in the Open Space Easement Property resulting from causes not involving any affirmative acts by Grantor,or causes beyond Grantor's control, including without limitation,trespassers, fire, flood, storm, and earth movement,or from any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Open Space Easement Property resulting from such causes. Page 4 of 9 . Attorneys'Fees. If an p hereto incurs an expense,including reasonable attorneys' fees,in g Y �3' Y P g Y connection with any action or proceeding instituted by reason of any violation,breach,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 in such action or proceeding reasonable expenses and attorneys'fees in the amount determined by the Court. 7. Access. No right of access by the general public or to any third parties to any portion of the Open Space Easement Property is conveyed or granted by this Easement, except as defined in paragraph 2 hereof. 8. Indemnity and Legal Responsibility. Grantor shall have the sole responsibility for the ownership, liability, operation,upkeep, and maintenance of the Open Space Easement Property. Grantor shall be responsible for, indemnify, and save harmless District,its officers, agents, and employees from any and all liabilities,claims, demands, costs or damages, for injury to persons or property resulting from, growing out of, or in any way connected with or incident to this Easement, except for the sole and active negligence of District, its officers, agents,or employees. The duty of Grantor to indemnify and save harmless includes the duty to defend as set forth in Civil Code Section 2778. Grantor waives any and all rights to any type of express or implied indemnity or right of contribution from District, its officers, agents or employees, from any liability resulting from,growing out of,or in any way connected with or incident to this Easement. 9. Subsequent Conveyance of the Open Space Easement Property. Grantor shall incorporate by reference hereto the terms of this Easement in any deed or other legal instrument by which Grantor divests itself of any interest in all or a portion of the Open Space Easement Property, including, without limitation, a leasehold interest. Any such conveyance must be consistent with this Easement including Paragraph 4(a)herein. Grantor shall give written notice to District of the transfer of any interest in the Open Space Easement Property at least 30 days prior to the date of such transfer. Grantor shall provide a complete copy of this Easement to its transferee prior to any such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way. 10. Miscellaneous Provisions. a. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Easement,the construction of its terms and the interpretation of the rights and duties of the parties. b. Amendment. The parties hereto may by mutual written agreement amend this Easement in any respect. c. Rights Cumulative. Each and all of the various rights,powers and remedies of the parties shall be considered to be cumulative with and in addition to an other rights, owers and remedies which YP the parties may have at law or in equity in the event of the breach of any of the terms of this Easement. The exercise or partial exercise of any right,power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,power or remedy available to such party. d. Notice. Whenever any party hereto desires or is required to give any notice,demand, or request with respect to this Easement(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 and addressed as indicated as follows: Page 5 of 9 NCPHS: NCPHS Portola Valley 1525 Post Street, San Francisco, CA 94109-6567 Attn: Barbara Hood, President and CEO TEL: 415-202-7800 FAX: 415-922-1660 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos,CA 94022-1404 Attn: General Manager With a copy to: Ana Ruiz, District Representative TEL: (650)691-1200 FAX: (650)691-0485 If sent by telegraph, facsimile copy or cable,a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail(in the manner provided above)to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third(3rd) business day after the date of mailing,whichever is earlier in time. Either party hereto may from time to time,by notice in writing served upon the other as aforesaid,designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Easement 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 requirements provided in this Section. e. Severability. If any of the provisions of this Easement 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 Easement. The parties further agree to replace such void or unenforceable provisions,which will achieve,to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. f Waiver. No waiver of any term,provision or condition of this Easement,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 Easement. g. Entire Agreement. This Easement 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. h. Time of the Essence. Time is of the essence of each provision of this Easement in which time is an element. i. Assignment. Except as expressly permitted herein,neither party to this Easement shall assign its rights or obligations under this Easement to any third party without the prior written approval of the Page 6 of 9 other party. j. 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 Easement. k. Captions. Captions are provided herein for convenience only and they form no part of this Easement and are not to serve as a basis for interpretation or construction of this Easement,nor as evidence of the intention of the parties hereto. 1. Pronouns and Gender. In this Easement, 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. in. Authority. NCPHS and District both represent and warrant that each has the full right,power and authority to enter into this Easement and to perform the transactions contemplated hereunder. n. Liberal Construction. Any general rule of construction to the contrary notwithstanding,this Easement shall be liberally construed in favor of District to effect the purpose of this Easement. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. This instrument shall be construed in accordance with its fair meaning, and it shall not be construed against either party on the basis that such party prepared this instrument. o. No Third Party Rights. This instrument is made and entered into for the sole benefit and protection of Grantor and District and their respective heirs Districts successors and assigns. No or P s.� person i entityother than the parties hereto and their respective heirs Districts successors and i 1 assigns shall P p � � , have any right of action under this Easement or any right to enforce the terms and provisions hereof. p. No Forfeiture. Nothing contained herein is intended to result in a forfeiture or reversion of Grantor's fee title in any respect. Grantor specifically reserves the right to convey fee title to the Open Space Easement Property subject to this Easement, subject to the terms and conditions of the Easement including but not limited to the requirements of paragraph 4 and 9 herein. q. Successors. The covenants,terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of,the parties hereto and their respective heirs, Districts,successors, and assigns, and shall continue as a servitude running in perpetuity with the Open Space Easement Property. r. Counterparts. Grantor may execute this instrument in two or more counterparts; each counterpart shall be deemed an original instrument. In the event of any disparity between the counterparts produced,the recorded counterpart shall be controlling. s. Consent not to be Unreasonably Withheld. In the event Grantor, as required by the terms hereof, seeks consent of District,District agrees in all such circumstances not to unreasonably withhold its consent,regardless whether the paragraph hereunder requiring District's consent so provides. t. Subordination. If Grantor encumbers the Real Property or any portion thereof prior to conveyance of this Easement to District,Grantor shall deliver an executed consent of lienholder in which any Page 7 of 9 lienholder or mortgagor a agrees to subordinate its rights in the Real Property r o an onions thereof 1� P rh' Y P to prevent any modification or extinguishment of the Easement by the exercise of any rights by any mortgage holder or lienholder. Grantor shall also obtain any consent,release or reconveyance of deed of trust required from any mortgagor or lienholder so that the Easement is conveyed to District free and clear of any such liens and encumbrances. 11. Recordation. This instrument shall be recorded by District in the Official Records of the County of San Mateo, California. District may re-record this Easement whenever re-recording is required to preserve District's rights in this Easement. TO HAVE AND TO HOLD unto District, its successors and assigns forever IN WITNESS WHEREOF,Grantor has set its hand on the day and year first written above. Northern California Presbyterian Homes&Services, a California Corporation, ("NCPHS"): Approwe'd as o Form: _ By: Gl� Date: Robert J. Lanzon_e,Legal Co el Approved and Accepted: By: //�Itx" Date: Barbara Hood, President and CEO,NCPHS MIDPENINSULA REGIONAL OPEN SPACE DISTRICT("District"): Recommended for Acceptance: C,.� By: q� C�" � Date: I� Michael C. Williams,Real Property Representative Approved as to Form: By: Date: Susan M. Schectman,General Counsel Recommended for Approval: By: Date: L. Craig Britton,General Manager Approved and Accepted: By: Date: Mary Davey,President, Board of Directors Page 8 of 9 Attest: By: Date: Sally Thielfoldt,District Clerk List of Attachments Exhibit A—Area Map Exhibit B—Open Space Easement Legal Description Exhibit C I and C2—Open Space Easement Area Maps Page 9 of 9 State of California County of 4wo rovkv6 sull On �P b WI i before me, CJ 0V P-& �'hGtS rG , personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument,the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and officia e 4. Si ature a AMES S. YONASHIRO� COMM. 1300224 (T1 = NOTARY PUBLIC-CALIFORNIA (9 o SAN FRANCISCO COUNTY My Comm.Expires Apr.9 22005 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California SS. County of FyAm w 20�+On before me, 0604kin j Date Name and Title of Officer(e.g.,'Jane Doe,Notary Public") personally appeared jW Name(s)of Signer(s) 0 personally known to me C�proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their JAMES S. YONASHIRO signature(s) on the instrument the person(s) I or COMM. 1300224 G' the entity upon behalf of which the person(s) LM NOTARY PUBLIC CALIFORNIA acted, executed the instrument. - 'U 0 SAN FRANCISCO COUNTY My Comm.Expire,Apr.1,1111 - - - - - - - - - WITNESS my hand and official se Place Notary Seal Above Sig lur of Notary Public 19 OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying an the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: 6pitu .&yC&yV4 V Document Date: ikJ Number of Pages: Signer(s) Other Than Named Above: N�A Capacity(ies) Claimed by Signer Signer's Name: [I Individual EI Corporate Officer—Title(s): Top of thumb here El Partner—El Limited El General 0 Attorney in Fact 0 Trustee El Guardian or Conservator D Other: 11, Signer Is Representing: 0 1999 National Notary Association•9350 De Solo Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.nationalnotaryorg Prod.No.5907 Reorder.Call Toll-Free I-ODD-876-6827 Exhibit A Area Map SEQUOIAS E/` gEMENT EXCHANGE - NDY HILL OSP Spring Ridge � LLC wHo7 - \ \ AM 076-340-060 a \� •••1 Road �\ Service Road WHOS / NCPHS \ ,,,,,Property � , t APN:079-200-030 f j i, ..... \ /1 - rr� 600 LP y` District Land Windy Hill Open Space Preserve �. ooryP a APN:076-340-100 a I` Reservoir , o ' Water Tank \ LOWER-SPRING I n~ -o i _, 9 R/fie Trarl Fe t 0 185 370 740 G,PnJecISWAMy_HilllSeQuouc Tnls\WmayHNi SeOuou Tnlh Ec�iDM_NCPMS wm 6IP/ EXHIBIT A - AREA MAP Exhibit B Open Space Easement Legal Description i i I i !I i t EKH18ff RECEIVES page _ �f APR 0 5 2004 OPEN SPACE ,"✓[Ply a}id CONSERVATION EASEMENT NCPHS METES AND BOUNDS DESCRIPTION PARCEL A Situate in the Town of Portola Valley, County of San Mateo, State of California and described as follows: Being a portion of the parcel described in the deed to Northern California Presbyterian Homes, Inc. recorded August 19, 1958 in volume 3442 at page 430, Officiai Records of San Mateo County, State of California being more particularly described as follows: Beginning at a point on the Southwesterly terminus of that certain course shown as "N 750031341E 753.95 feet" of Parcel 1 as shown on the map filed January 27, 1981 in Volume 50 of Parcel Maps at pages 79 through 84, San Mateo County Records, said Point of Beginning (P.O.B.) also being a point along the common line between said Parcel 1 (Vol. 50 o.r. Pages 79-84) and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) ; Thence along said line North 75003134" East a distance of 111.72 feet; Thence leaving said line North 10046108/1 West a distance of 210.30 feet to point on a tangent curve; Thence Northerly along said tangent curve to the right having a radius of 50.00 feet, central angle of 5700814011, and an arc length of 49.87 feet to a point on a reverse curve; Thence Northerly along said reverse curve to the left having a radius of 100.00 0 feet central angle of 58017108", and an arc length of 101.73 feet to a point on tangent line; Thence North 11054136" West a distance of 76.73 feet to a point on a tangent curve; Thence Northerly along said tangent curve to the left having a radius of , 200.00 feet, central angle of 7016134", and an arc length of 25.40 feet to a point on the curve; Thence continuing Northerly along said tangent curve to the left having a radius of 200.00 feet, central angle of 2503213811, and an arc length of 89.16 feet to a point on tangent line; Thence North 44043148/1 West a distance of 573.19 feet to point the Easterly boundary line of Parcel 1 as shown on the map filed January 27, 1981 in Volume 50 of Parcel Maps at pages 79 through 84, San Mateo County Records, said boundary line also being the common boundary line between of Parcel 1 and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) ; 1 Thence along said boundary line South 19029'06" East a distance of 48.68 feet; RECEIVED Thence South 08053146" East a distance of 119.74 feet; MAY 0 7 2004 ,IDPENINSULA REGIONAL OPU SPACE DISTRICT • EXHIN page Thence South 25012106" East a distance of 214.84 feet; Thence South 07010'06" East a distance of 210.29 feet; Thence South 45024126" East a distance of 102.70 feet; Thenca South 30024126" East a distance of 190.40 feet; Thence South 12056136" East a distance of 157.82 feet to the Point of Beginning (P.O.B.); Containing an area of 3.84 acres, more or less. PARCEL B All that space above 26.00 feet above ground elevation as existed in October 2003, based on bench mark PV21 Elevation 535.45 feet NGVD 1929, and lying within the boundary of that certain land described as follows: Beginning at a point on the Southwesterly terminus of that certain course shown as 'IN 750031341E 753.95 feet" of Parcel 1 as shown on the map filed January 27, 19B1 in Volume 50 of Parcel Maps at pages 79 through 84, San Mateo County Records, said point also being a point along the common line between said Parcel 1 and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) ; Thence along said line North 75003134" East a distance of 111.72 feet to the True Point of Beginning (T.P.O.B.) ; Thence leaving said line North 1004610811 West a distance of 210.30 feet to a point on a tangent curve; Thence Northerly along said tangent curve to the right having a radius of 50.00 feet, central angle of 57008140", and an arc length of 49.87 feet to a point on a reverse curve; Thence Northerly along said reverse curve to the left having a radius of 100.00 feet, central angle of 58017108", and an arc length of 101.73 feet to a point on tangent line; Thence North 11*54136" West a distance of 76.73 feet to a point on a tangent curve; Thence Northerly along said tangent curve to the left having a radius of 200.00 feet, central angle of 7016134", and an arc length of 25.40 feet to a point; Thence South 6100B10111 East a distance of B1.59 feet to point on a tangent curve; Thence Southerly along said tangent curve to the right having a radius of 440.00 feet, central angle of 44039147", and an arc length of 342.99 feet; EXHIBIT � page 3 of Thence South 16028'13" Bast a distance of 72.17 feet to a point along said common line between Parcel 1 (Vol. 50 o.r. Pages 79-84) and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) ; _—. Thence along_said_.1iAe_S52.ut)i_75°Q3!34",_Wgst a_distance of. 292.88 feet to True��_ A Point of Beginning; Containing an area of 1.96 acres, more or less. �Q LAND 0 J � ,* Expires 06130104 OF cAl�Fd� Brio Engineering Associates,INC.,2858 Stevens Creek Blvd.,Suite 208,San Jose,CA 95128 I, CURVE TABLE UNE TABLE CURVE RADIUS DELTA LENGTH LINE BEARING LENGTH C1 50.00 57"08'40" 49.87 L1 N75'03'34"E . 111.72 C2 100.00 58*17'08" 101.73 L2 N1D'46'08"W 210.30 C3 200.0D 07*16'34" 25.40 L3 N11'54'36"W 76.73 C4 20D.OD 25'32'38" 89.16 L4 N44'43'46"W 573.19 - --- ---- -_-05-----440.O0--q.-4-t3g'4-7"342-99— L--S —S+91219'-061-1 8X8---- L6 S08'53'46"E 119.74 L7 S26'12'D6"E 214.84 L8 S07'10'06"E 210.29 pQg8 �l1 "1 L9 S45'24'26"E 102.70 I;c L10 S30'24'26"E 190.40 L11 S12'56'36"E 157.82 L12 S61'08'01"E 81.59 L13 S16'28'1 YE 72.17 L14 S75'03'34"W 292.88 THE SEQUOIAS NORTHERN CAL ORNIA PRESBYTERIAN HOMES INC. 3442 OR 430 PARCEL B 1.957 AC.± (26 FEET HEIGHT LIMIT FROM PARCEL A AGROUND SURFACE, CONTOURS co SHOWN HERE ON ARE BASED ON 0 3.837 AC.± 41 NGVD 1929 DATUM, CITY BENCH MARK C3 2 PV21 ELEVATION 535.45 FEET) w; r 4 G AND b' ti r y'1 * Expires 06/30/04 F OF CAL1E0 ���i/� L1 p 0•B 4„ E 53 gs��� `� P.O.6. (PARCEL A) N `���d�•�3tljs PLAT TO ACCOMPANY A DESCRIPTION Exhibit "A" � • Engineering OPEN SPACE EASEMENT ASSOCIATES, INC. 2858 Stevens Creek Blvd , suite 208 TOWN OF PORTOLA VALLEY San Jose, CA 95128 Date: 03/30/04 5cole: AS SHOWN Job. NCPH0201 Tel. (408) 241-5494 Drawn By: Designer: Checked: Fax 1408) 241 5493 CMH CMH JS PAGE 1 OF 1 Exhibit Cl & C2 Open Space Easement Area Maps I I SEQUOIAS EASED .�T EXCHANGE - OPEI ,PACE EASEMENT ' 1 1 0 . � o • I Sequoias ��. Property . \ ; APN: 079-200-030 A� Reservoir ' Windy Hill ' Open Space Water Tank \ '''•• \ Preserve ! �\ •'•Y ` �;•' APN. 076-340-010 J PARCEL A s 1 PARCEI'B - OPEN ' ;C� \ SPACE ,� ,.r •;.••••• ° EASEMENT 1 f 0 ' CA• \ `SAri�9 ` Feet 0 100 200 400 OVO4 EXHIBIT C1 - OPEN SPACE EASEMENT PROPERTY GAProjectslWindyKIKSequoias_trails\Windyhill_sequoia(rails ezhibitC 0804.m d ms WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos,CA 94022 Attn: General Manager NO TRANSFER TAX DUE DULY RECORDED WITHOUT FEE PUBLIC AGENCY ACQUIRING TITLE, Pursuant to Government Code cALIFORNIA REVENUE AND TAXATION EXHIBIT C Sections 6103,27383 CODE SECTION 11922 BY: GRANT DEED OF CONSERVATION EASEMENT WHEREAS,Northern California Presbyterian Homes&Services,a California Corporation,hereinafter called"Grantor", is the owner of certain real property located within the County of San Mateo, State of California, and consisting of a portion of a parcel known as Assessor's Parcel Number 079-200-030,as depicted on the map attached hereto,marked"Exhibit A",incorporated by this reference(hereafter"Real Property"). WHEREAS District owns land located in the Town of Portola Valley, h'Coun of San Mateo State of California which is a portion of Assessor's Parcel Number 076-340-100 which is part of the District's Windy Hill Open Space Preserve, as shown on Exhibit A—Area Map, incorporated by this reference, and identified as the"District Land". WHEREAS, MIDPENINSULA REGIONAL OPEN SPACE DISTRICT,a Public District,hereinafter called"District",was formed by voter initiative to solicit,receive, and hold conveyances of real property and interests therein by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic, and open space purposes;and WHEREAS,Grantor desires to deed to District a conservation easement over a portion of the Real Property consisting of approximately 1.96-acres,more particularly described in the legal description set out in Exhibit B,and as depicted as Parcel B on the map marked"Exhibit C1"and"Exhibit C2"incorporated herein by this reference, and is hereinafter referred to as the"Easement Property";and WHEREAS, District desires to obtain a conservation easement over the Easement Property,which would preserve and protect in perpetuity the natural, scenic and open space values of the Easement Property, subject to the restrictions contained herein. NOW, THEREFORE, in consideration of the above recitals, and the mutual covenants,terms, conditions, and restrictions contained herein, and pursuant to the laws of California and in particular,inter alia, Sections 815 through 816 of the California Civil Code,Grantor hereby grants to District a Conservation Easement(hereinafter"the Easement")in perpetuity over the Easement Property as shown in Exhibit 132, subject to the following terms and conditions_ 1. Purpose. The principal purpose of this Easement is to assure that the Easement Property will not be developed with improvements exceeding twenty-six(26)feet in height above the current grade level to protect viewshed values from the adjacent District Land and to minimize adverse aesthetic impacts upon the District ,and. Page 1 of 8 2. Riahts of District. To accomplish the purposes of this Easement,Grantor conveys to District the following rights: a. To preserve and protect viewshed values of the Easement Property. b. To enter upon the Easement Property at reasonable times,no more than two times per year with one week's written notice,in order to monitor Grantor's compliance with the terms of this Easement and to enforce such terms;provided, that such entry shall be upon reasonable prior notice to Grantor or its successors in interest of the Easement Property. c. Prior District Approval of Improvements. NCPHS will provide thirty(30)days prior written notice to District prior to any application to a government entity for a new development within the Easement Property to insure consistency with the conditions of the Easement. d. To enter upon the Easement Property at any time for reasonable cause with 24-hour notice in order to monitor potential violation of compliance with the terms of this Easement and to enforce such terms. e. Pursuant to paragraph 6 hereof("Disputes and Remedies"),to prevent any activity on or use of the Easement Property which is inconsistent with the purposes of this Easement and to require the restoration of such areas or features of the Easement Property that may be damaged by any inconsistent activity or use. 3. Baseline Data. In order to establish the present condition of the open space values,District has examined the Easement Property and prepared a report(the"Baseline Documentation Report")containing an inventory of the Easement Property's relevant features and conditions, its improvements and its natural resources(the"Baseline Data"). A copy of the Baseline Documentation Report has been provided to Grantor, and another shall be placed and remain on file with District. The Baseline Documentation Report has been signed by the Grantor and District,and thus acknowledged accurately to represent the condition of the Easement Property at the date of the conveyance of this Easement. The parties intend that the Baseline Data shall be used by District to monitor Grantor's future uses of the Easement Property, condition thereof, and practices thereon. The parties further agree that, in the event of a controversy arises with respect to the condition of the Easement Property or a particular resource thereof, the parties shall not be foreclosed from utilizing any other relevant document, survey, or report to assist in the resolution of the controversy. 4. Prohibited Uses. Any activity on or use of the Easement Property which is inconsistent with the purposes of this Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited: a. Subdivision. The legal or defacto subdivision of the Easement Property for any purposes. (Lot line adjustments in excess of one hundred square feet are subject to the prior written approval of District.) Any land transferred by lot line adjustment shall remain subject to the terms of this Easement, and shall not carry with it any rights to development density. The term subdivision shall include,but not be limited to,the creation of a life or future estate in a portion of the Easement Property,the conveyance of a portion of the Property,or any subdivision as defined by the Subdivision Map Act, California Government Code Section 66000 et seq. b. No structures shall be built within 30 feet of the District Land. 5. Permitted Uses. The Grantor may use the Conservation Easement Property for any purpose not prohibited by paragraph 4 and which is consistent with the purpose of this Easement. The following uses and practices,though not an exhaustive recital of consistent uses, are consistent with the purpose and intent of this Page 2 of 8 Easement and are not precluded by it: a. The development of structures within the Conservation Easement Property,provided NCPHS shall plant adequate vegetative screening to minimize the view of any development from the Betsy Crowder Trail located on District Land. b. The removal of trees after prior consultation with the District and subject to the rules and regulations of the Town of Portola Valley. 6. Disputes and Remedies. If District determines that Grantor, or Grantor's successors in interest,or any occupant of the Easement Property, is conducting or allowing a use, activity, or condition on the Easement Property which is prohibited by the terms of this Easement, or that a violation is threatened,District shall give written notice to Grantor of such violation and request corrective action sufficient to cure the violation,and, where the violation involves injury to the Easement Property resulting from any use or activity inconsistent with the purposes of this Easement,to restore the portion of the Easement Property so injured. a. Consultations Regarding Interpretation and Enforcement of Easement. When any disagreement, conflict,need for interpretation, or need for enforcement arises between the parties to this Easement, each party shall first consult with the other party in good faith about the issue and attempt to resolve the issue without resorting to legal action. b. Notice of Violation; Corrective Action. If District determines that a violation of the terms of this Easement has occurred or is threatened, District shall give written notice to Grantor of such violation and request corrective action sufficient to cure the violation and,where the violation involves injury to the Easement Property resulting from any use or activity inconsistent with the purpose of this Easement,to request restoration of the portion of the Easement Property so injured to its prior condition. Such written notice is not required in the event of any actual or imminent physical harm to the Easement Property. c. Injunctive Relief. If Grantor fails to cure the violation within thirty(30)days after receipt of notice thereof from District,or under circumstances where the violation cannot reasonably be cured within a thirty(30)day period, fails to begin curing such violation within the thirty(30)day period,or fails to continue diligently to cure such violation until finally cured, District may bring an action at law or in equity in a court of competent jurisdiction which seeks to enforce the terms of this Easement,to enjoin the violation,by temporary or permanent injunction,and seeks to require the restoration of the Easement Property to the condition that existed prior to any such injury. d. Damages. District shall be entitled to recover damages for violation of the terms of this Easement or injury to this Easement or the interests protected by this Easement, as provided by Civil Code Section 815.7. e. Forbearance. Enforcement of the terms of this Easement shall be at the discretion of the District, r ' i rights under this Easement ' v breach and any forbearance by District to exercise is ghts u d is eme m the event of any b e ch of any term of this Easement by Grantor shall not be deemed or construed to be a waiver by District of such term or of any subsequent breach of the same or any other term of this Easement or of any of District's rights under this Easement. No delay or omission by District in the exercise of any Grantor shall impair such right or remedy or be construed as a right or remedy upon any breach by G or py waiver. f. Acts Beyond the Grantor's Control. Nothing contained in this Easement shall be construed to entitle District to bring any action against Grantor for any injury to or change in the Easement Property resulting from causes not involving any affirmative acts by Grantor,or causes beyond Grantor's control,including without limitation,trespassers, fire, flood, storm,and earth movement, Page 3 of 8 or from any prudent action taken by Grantor under emergency conditions to prevent, abate,or mitigate significant injury to the Easement Property resulting from such causes. g. Attorneys'Fees. If any party hereto incurs any expense,including reasonable attorneys'fees, in connection with any action or proceeding instituted by reason of any violation,breach,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 in such action or proceeding reasonable expenses and attorneys'fees in the amount determined by the Court. 7. Indernrii1y and Legal Responsibility. Grantor shall have the sole responsibility for the ownership, liability, operation,upkeep,and maintenance of the Easement Property. Grantor shall be responsible for, indemnify, and save harmless District, its officers,agents,and employees from any and all liabilities,claims, demands,costs or damages, for injury to persons or property resulting from,growing out of, or in any way connected with or incident to this Easement, except for the sole and active negligence of District, its officers, agents, or employees. The du of Grantor to indemnify and save harmless includes the du to defend as set gh' Y duty forth in Civil Code Section 2778. Grantor waives any and all rights to any type of express or implied indemnity or right of contribution from District, its officers,agents or employees, from any liability resulting from, growing out of,or in any way connected with or incident to this Easement. 8. Subsequent Conveyance of the Easement Property. Grantor shall incorporate by reference hereto the terms of this Easement in any deed or other legal instrument by which Grantor divests itself of any interest in all or a portion of the Easement Property, includin without limitation a leasehold interest. An such conveyance pg Y Y must be consistent with this Easement including Paragraph 4(a)herein. Grantor shall give written notice to District of the transfer of any interest in the Easement Property at least 30 days prior to the date of such transfer. Grantor shall provide a complete copy of this Easement to its transferee prior to any such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability any . Y way. 9. Miscellaneous Provisions. a. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles,shall govern the validity of this Easement,the construction of its terms and the interpretation of the rights and duties of the parties. b. Amendment. The parties hereto may b mutual written agreement amend this Easement in an p Y Y €�' Y respect. c. Rights Cumulative. Each and all of the various rights,powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights,powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Easement. The exercise or partial exercise of any right,power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,power or remedy available to such party. d. Notice. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Easement(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 and addressed as indicated as follows: Page 4 of 8 NCPHS: NCPHS Portola Valley 1525 Post Street, San Francisco, CA 94109-6567 Attn: Barbara Hood, President and CEO TEL: 415-202-7800 FAX: 415-922-1660 District: Mid peninsula Regional Open Space District P g p P 330 Distel Circle Los Altos,CA 94022-1404 Attn: General Manager With a copy to:Ana Ruiz,District Representative TEL: (650)691-1200 FAX: (650)691-0485 If sent by telegraph, facsimile copy or cable,a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail(in the manner provided above)to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third(3rd)business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time,by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Easement 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 requirements provided in this Section. e. Severability. If any of the provisions of this Easement 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 Easement. 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. £ Waiver. No waiver of any term,provision or condition of this Easement, 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 Easement. g. Entire Agreement. This Easement 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. h. Time of the Essence. Time is of the essence of each provision of this Easement in which time is an element. i. Assignment. Except as expressly permitted herein,neither party to this Easement shall assign its rights or obligations under this Easement to any third party without the prior written approval of the other party. j. 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 Page 5 of 8 consummate and carry into effect the transactions described and contemplated under this Easement. k. Captions. Captions are provided herein for convenience only and they form no part of this Easement and are not to serve as a basis for interpretation or construction of this Easement,nor as j evidence of the intention of the parties hereto. 1. Pronouns and Gender. In this Easement if it be appropriate,the use of the sing ular shall include the plural,and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. m. Authority. NCPHS and District both represent and warrant that each has the full right,power and authority to enter into this Easement and to perform the transactions contemplated hereunder. i n. Liberal Construction. Any general rule of construction to the contrary notwithstanding,this Easement shall be liberally construed in favor of District to effect the purpose of this Easement. If any provision in this instrument is found to be ambiguous,an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. This instrument shall be construed in accordance with its fair meaning,and it shall not be construed against either party on the basis that such party prepared this instrument. o. No Third Party Rights. This instrument is made and entered into for the sole benefit and protection of Grantor and District and their respective heirs,Districts, successors, and assigns. No person or entity other than the parties hereto and their respective heirs,Districts, successors, and assigns shall have any right of action under this Easement or any right to enforce the terms and provisions hereof p. No Forfeiture. Nothing contained herein is intended to result in a forfeiture or reversion of Grantor's fee title in any respect. Grantor specifically reserves the right to convey fee title to the Open Space Easement Property subject to this Easement, and subject to the terms and conditions of the Easement including but not limited to the requirements of paragraphs 4 and 8 herein. Successors. The covenants,terms,conditions, and restrictions of this Easement shall be binding g upon,and inure to the benefit of,the parties hereto and their respective heirs, Districts, successors, and assigns, and shall continue as a servitude running in perpetuity with the Open Space Easement Property. r. Counterparts. Grantor may execute this instrument in two or more counterparts; each counterpart rp 1P shall be deemed an original instrument. In the event of an disparity between the counterparts Y p h' 1P produced, the recorded counterpart shall be controlling. s. Consent not to be Unreasonably Withheld. In the event Grantor,as required by the terms hereof, seeks consent of District,District agrees in all such circumstances not to unreasonably withhold its consent,regardless whether the paragraph hereunder requiring District's consent so provides. t. Subordination. If Grantor encumbers the Real Property or any portion thereof prior to conveyance of this Easement to District,Grantor shall deliver an executed consent of lienholder in which any lienholder or mortgagor agrees to subordinate its rights in the Real Property or any portions thereof to prevent any modification or extinguishment of the Easement by the exercise of any rights by any mortgage holder or lienholder. Grantor shall also obtain any consent,release or reconveyance of Page 6 of 8 deed of trust required from any mortgagor or lienholder so that the Easement is conveyed to District free and clear of any such liens and encumbrances. 10. Recordation. This instrument shall be recorded by District in the Official Records of the County of San Mateo,California. District may re-record this Easement whenever re-recording is required to preserve District's rights in this Easement. i f i Page 7 of 8 f TO HAVE AND TO HOLD unto District, its successors and assigns forever IN WITNESS WHEREOF,Grantor has set its hand on the day and year first written above. Northern California Presbyterian Homes&Services,a California Corporation, ("NCPHS"): Approve as//o Form: 741 By: f l my/;- Date: Robe J. Lanzo�l gal Coun e1 IJ Approved and Accepted: By: 14V-r-� Date: Barb a Hood,President and CEO,NCPHS MIDPENINSULA REGIONAL OPEN SPACE DISTRICT("District"): Recommended for Acceptance: By: Date: Michael C. Williams,Real Property Representative Approved as to Form: By: Date: Susan M. Schectman,General Counsel Recommended for Approval: By: Date: L. Craig Britton,General Manager Approved and Accepted: By: Date: 1 Mary Davey,President, Board of Directors Attest: I By: Date: Sally Thielfoldt,District Clerk List of Att achments Exhibit A—Area Map Exhibit B—Legal Description Conservation Easement Exhibit Cl &C2 -Conservation Easement Area Map Page 8 of 8 State of California County of &It,, `Ta'A j Onlccw� ) before me, 5.V-5 S- �)(M ,personally appeared 30�*aw ,personally known to me(or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument,the person or the entity upon behalf of which the person acted,executed the instrument. WITNESS my hand and official seal. i Signature ,TAMES S. YONASHIRO a COMM. 1300224 m = NOTARY PUBLIC-CALIFORNIA �7 SAN FRANCISCO COUNTY L My Comm.Expires Apr.9,2005 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT i� - _ -'� ''ti�c.�_T�"x_.']r�..3•Y=:_.:.c..'�.._r{ '�:-mac`•_S-� yam-.�ti..•..'x.._.,�SL _ )^. State of California ss. County of Vl t�tlyia . motw,,,,, On = `'�`��� �ii before me, O "'a- �' y>In�r� , ►"� ` i Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") j� personally appeared I✓(O+iv1a � Name(s)of Signers) ' I O personally known to me r' c proved to me on the basis of satisfactory e evidence i' ram. to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed �? the same in his/her/their authorized r; capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or ? JAMES S. YONASHIRO� the entityupon behalf of which the person(s) (. COMM. 1300224 co p p ( ) NOTARY PUBLIC-CALIFORNIA 17 acted, executed the ins I trument. 0 SAN FRANCISCO COUNTY My Comm.Expires A)r.t 9,2005 WITNESS my hand and official al. Place Notary Seal Above Si a of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Do urn / Al Title or Type of Document: ►� G 6rim',A-bl J �� G�jll�ii(��lh��Rr✓ �,� ��y« " rl «, Document Date: r��, Number of Pages: _ Signer(s) Other Than Named Above: �1 n: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual tj I. ❑ Top of thumb here Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: ' Signer Is Representing: 0 1999 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313 2402•www.nal onalnolaryorp Prod.No,6gQ7 Reorder.Can Toll-Free 1.800.876 6827 Exhibit A Area Map SEQUOIAS EAgEMENT EXCHANGE - WINDY HILL OSP Spring Ridge LLC WHO7 \, \ APN:076-340-060 �a Road ! d f /- t'NI `• 1AhiD5 I ` { NCPHS /. .,Property c APN 079-200-030 ... s ,,\,� \ District Land Windy Hill' ,� \ Open Space .... \ Preserve APN:076-34D-100 Reservoir_ *\Water Tank LOWER-SPRING �' { o: m 9 R; d9e rfaif Fe t•.• 0 185 370 740 °�Pm�e�4\WmEy_XtllWpuous TnNs\Wm�yHtll Sepuola 1re�h_ErnmXA_NCPHS sum FOG ICI EXHIBIT A - AREA MAP Exhibit B Legal Description Conservation Easement I i I I ,III EKHIBff APR O 5 2004 OPEN SPACE and CONSERVATION EASEMENT `✓ NCPHS METES AND SOUNDS DESCRIPTION PARCEL A Situate in the Town of Portola Valley, County of San Mateo, State of California and described as follows: Being a portion of the parcel described in the deed to Northern California Presbyterian Homes, Inc. recorded August 19, 1958 in volume 3442 at page 430, Official Records of San Mateo County, State of California being more particularly described as follows: Beginning at a point on the Southwesterly terminus of that certain course shown as /1N 750031341E 753.95 feet" of Parcel 1 as shown on the map filed January 27, 1981 in Volume 50 of Parcel Maps at pages 79 through 84, San Mateo County Records, said Paint of Beginning (P.O.B.) also being a point along the common line between said Parcel 1 (Vol. 50 o.r. Pages 79-84) and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) ; Thence along said line North 75003/3411 East a distance of 111.72 feet; Thence leaving said line North 10046108/1 West a distance of 210.30 feet to point on a tangent curve; Thence Northerly along said tangent curve to the right having a radius of 50.00 feet, central angle of 570081400, and an arc length of 49.87 feet to a point on a reverse curve; Thence Northerly along said reverse curve to the left having a radius of 100.00 feet, central angle of 58017108", and an arc length of 101.73 feet to a point on tangent line; Thence North 11054136" West a distance of 76.73 feet to a point on a tangent curve; Thence Northerly along said tangent curve to the left having a radius of , 200.00 feet, central angle of 701613471, and an arc length of 15.40 feet to a point on the curve; Thence continuing Northerly along said tangent curve to the left having a radius of 200.00 feet, central angle of 2593213811, and an arc length of 89.16 feet to a point on tangent line; Thence North 44*4314811 West a distance of 573.19 feet to point the Easterly boundary line of Parcel 1 as shown on the map filed January 27, 1981 in Volume 50 of Parcel Maps at pages 79 through 84, San Mateo County Records, said boundary line also being the common boundary line between of Parcel 1 and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) ; Thence along said boundary line South 19029106t1 East a distance of 48.68 feet; RECEIVED Thence South 08053146" East a distance of 119..74 feet; MAY 0 7 2004 IDPENINSULA REGIONAL OPEP- SPACE DISTRICT EXHIBff page--a- q Thence South 26*12106" East a distance of 214.84 feet; Thence South 07010106" East a distance of 210.29 feet; Thence South 45024/2611 East a distance of 102.70 feet; Thence South 3002412611 East a distance of 190.40 feet; Thence South 1205613611 East a distance of 157.82 feet to the Point of Beginning (P.O.B.); Containing an area of 3.84 acres, more or less. PARCEL B All that space above 26.00 feet above ground elevation as existed in October 2003, based on bench mark PV21 Elevation 535.45 feet NGVD 1929, and lying within the boundary of that certain land described as follows: Beginning at a point on the Southwesterly terminus of that certain course shown as "N 750031341E 753.95 feet" of Parcel 1 as shown on the map filed January 27, 1981 in Volume 50 of Parcel Maps at pages 79 through 84, San Mateo County Records, said point also being a point along the common line between said Parcel 1 and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) ; Thence along said line North 7500313411 East a distance of 111.72 feet to the True Point of Beginning (T.P.O.B.) ; Thence leaving said line North 1004610811 West a distance of 210.30 feet to a point on a tangent curve; Thence Northerly along said tangent curve to the right having a radius of 50.00 feet, central angle of 57008140", and an arc length of 49.87 feet to a point on a reverse curve; Thence Northerly along said reverse curve to the left having a radius of 100.00 feet, central angle of 58017108", and an arc length of 101.73 feet to a point on tangent line; Thence North 11°5413611 West a distance of 76.73 feet to a point on a tangent curve; Thence Northerly along said tangent curve to the left having a radius of 200.00 feet, central angle of 7016134", and an arc length of 25.40 feet to a point; Thence South 61008'01" East a distance of 81.59 feet to point on a tangent curve; southerly aloe said tangent curve to the right having a radius of Thence Sout y 9 9 °39147" and an arc length of 342.99 feet; .00 feet central an . 9 440 le of 44 9 i U Thence South 160281130 East a distance of 72.17 feet to a point along said common line between Parcel 1 (Vol. 50 o.r. Pages 79-84) and said Lands of Northern California Presbyterian Homes, Inc. (3442 o.r. 430) r Thence_along_said-li,n -SQ,utb. 7!iOQZ 34",_West a. distance of. 292.88 feet to True Point of Beginning; _ _..._ _ Containing an area of 1.96 acres, more or less. �0 .AND SG .4 k Expires 06130/04 lF OF CAi\`r� Brio Engineering Associates,INC.,2858 Stevens Greek B)vd.,Suite 20B,San Jose,CA 95128 i f i i C1 TABLE LINE TABLE CURVE RAL. DELTA LENGTH LINE BEARING =ENGTH C1 50.00 57'08'40" 49.87 L1 N75'03'34"E 111.72 C2 100.00 58'17'08" 101.73 L2 N10'46'08"V+/ 210.30 C3 200.00 07" 6'34" 25.40 L3 N11'54'36"W 76.73 C4 200.00 25'32'38" 89.16 L4 N44'43'48"W 573.19 -- --- -..-----05----- —440:00----44-39'4-7"-34-2-99— - L-S -�-1-g'29'-Of�'� -48.68- L6 S08'53'46"E 119.74 L7 S26'12'06"E 214.84 <cs` L8 S07'10'06"E 210.29 L9 S45'24'26"E 102.70 L10 S30'24'26"E 190.40 --- L11 S12'56'36"E 157.82 L12 S61'08'01"E 81.59 C� L13 S16.28'1 YE 72.17 L14 S75-03'34"W 292.88 THE SEQUOIAS NORTHERN CAL ORNIA PRESBYTERIAN HOMES INC. 3442 OR 430 PARCEL B 1.957 AC.± (26 FEET HEIGHT LIMIT FROM r PARCEL A '� GROUND SURFACE, CONTOURS SHOWN HERE ON ARE BASED ON 'o °D 3.837 AC± 47 NGVD 1929 DATUM, CITY BENCH MARK C3 2 PV21 ELEVATION 535.45 FEET) CA vvi .,�!```•:;, `9 N Cis boo LAND Sli tit ID b 5 Z . .• S G * Expires 06/30/04 `ffgl NO 43T` 9 =' F OF C A\ 57 P.O.B. (PARCEL A) PLAT TO ACCOMPANY A DESCRIPTION Exhibit "A" = � • Engineering OPEN SPACE EASEMENT ASSOCIATES, INC. TOWN OF PORTOLA VALLEY 2858 Stevens Creek Blvd., suite 208 San Jose, CA 95128 Dote: 03/30/04 AS SHOWN NCPH0201 Scole: Job: Tel. (408) 241-5494 Fax (408) 241-5493 Drown By: CMH Designer: CMH Checked: JSI PAGE 1 OF 1 Exhibit Cl &C2 Conservation Easement Area Map l it Ir '' i SEQUOIAS EASEMEOF EXCHANGE - CONSEee VATION EASEMENT \ , • � o cP ♦ `� L NCPHS - ;— Property APN: 079-200-030 •: J° _-fit�a=4,N^'.. � • Reservoir , Windy Hill . Open Space Water Tank \ Preserve .•'.• APN: 076-340-010 PARCEL PARCELB '••� _ �,`' !CONSERVATION' 1 EASEMENT/;j 1 , S U) \ \ i Aring °,` Feet 0 100 200 400 G�P�o,<c4lWintlyHll�.SepwUa PNIs1W�MM1Y seWae valls_etf1W�IC_NGPHS mRtl ma 6�M EXHIBIT C1 - CONSERVATION EASEMENT AREA MAP EXHIBIT D LANDSCAPE LICENSE AGREEMENT This License Agreement(herein, "License") is made by and between Northern California Presbyterian Homes and Services,a California corporation(herein, "NCPHS")and the Midpeninsula Regional Open Space District(herein, "District"),a public district established pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code. RECITALS WHEREAS,District is the owner of a certain parcel of real property(herein, "District Land"),being a portion of the Windy Hill Open Space Preserve (herein, "Preserve")and commonly known as San Mateo County Assessor's Parcel Number 076-340-100;and WHEREAS,NCPHS is the owner of a certain parcel of real property(herein, "NCPHS Property"), ` commonly known as San Mateo County Assessor's Parcel Number 079-200-030; and WHEREAS,NCPHS is applying for a building permit with the Town of Portola Valley to expand its retirement home and service care facilities and plans to remove trees, shrubs and other plants on District Land and NCPHS Property to accommodate the proposed facility expansion; and WHEREAS,NCPHS is proposing to plant native vegetation on District land to establish a continuous screen of native vegetation to screen views of NCPHS Property for Preserve visitors traveling along Preserve trails;and WHEREAS District and NCPHS agree that the plantings will help enhance the recreational g P g P experience of Preserve visitors and the privacy and quality of life for NCPHS residents. NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants, terms and conditions set forth herein,the parties agree as follows: 1. Grant of License. a. District hereby grants to NCPHS a non-exclusive License to enter District Land to install,repair, irrigate and maintain the Landscape Maintenance Monitoring Plan in the area as depicted on Exhibit A—Area Map and more specifically defined in Exhibit B—Landscape Maintenance and Monitoring Plan("Plan"),attached hereto and incorporated herein by this reference. NCPHS shall plant native shrubs and trees on the Preserve pursuant to the Plan which shall become property of the District,and shall install and maintain a drip irrigation system(herein, "Irrigation")on District Land for 5 years to aid in establishing the new plantings. In no event shall the Landscape License extend onto the District's Spring Ridge Trail. b. Prior to any planting or installation of Irrigation,location of shrubs and trees, and alignment of the pedestrian trail identified in Exhibit B shall be identified with flagging at the site. Prior to installation, District, at District's sole discretion on District Land, shall be allowed to reposition the location of any trees or shrubs,Irrigation, and the alignment of the trail. The location of trees and shrubs,Irrigation,and the alignment of the trail,shall be as sited with the flagging after District review and approval. c. This License gives NCPHS a license only and notwithstanding anything to the contrary herein, this License does not constitute a grant by District of any ownership,leasehold, easement or other property interest or estate whatsoever in the District Land,or any portion thereof. Page 1 of 7 d. NCPHS further understands and agrees that nothing herein shall limit NCPHS obligation to obtain authorizations,approvals or permits from all federal,state,municipal or other entities with lawful authority over the work. I 2. Covenant, Conditions and Requirements. a. Responsibilityto o Implement the Plan and to Maintain District Land. NCPHS shall bear all costs and expenses of any kind or nature whatsoever arising from its activities permitted hereunder. NCPHS shall be solely responsible for implementing the Plan,and for installing,maintaining,and removing the Irrigation placed in or on District Land, in a good,clean, secure, orderly and safe manner. District shall have no obligation or duty whatsoever for any repair,maintenance,or removal of the Irrigation except as otherwise specifically set forth herein. NCPHS shall post,prior to any construction on District Land,a landscape surety bond or cash deposit of$25,000 in a form acceptable to the District for landscape maintenance for a period of five(5)years to ensure maintenance and adequate growth of the plants for screening as described in Exhibit B. In the event NCPHS fails to comply with the Plan, District is authorized to draw funds on the surety bond or cash deposit for maintenance and/or revegetation, in addition to pursuing any other right or remedy available to the District under this License, including those remedies set out in Sections 9 and 10 herein. i b. Exercise of Due Care. NCPHS shall use,and cause its employees, agents,representatives and contractors, to use due care at all times to avoid or minimize any damage or harm to District Land and to the native vegetation and natural attributes of the District Land. In the event of an emergency or potential threat to public health, safety or welfare,as reasonably determined by District, District shall have the right to further condition,restrict or oversee any permitted use of or work on District Land. Under no circumstances shall NCPHS damage,harm,or take, any rare, threatened or endangered species on or about the District Land. c. Restoration of District Land Upon Termination of License. Upon termination of this License by either party,NCPHS shall remove the Irrigation,except as otherwise directed by District Representative and shall remove all debris associated with the work as permitted under this License. District Representative shall have the right to determine the need for NCPHS to remove any desiccated plant material from District Land. d. Utilities. District shall have no responsibility or liability of any kind with respect to utilities that may be on, in or under the District Land. NCPHS shall have the sole responsibility to locate such utilities or other facilities and to protect them from damage. NCPHS shall be solely responsible for arranging and paying directly for any utilities or services necessary or convenient for its activities hereunder. 3. Term of License. This License shall commence upon execution hereof by District and shall terminate sixty(60)months from the date of execution by District unless earlier terminated as provided for in Section 9 herein. 4. Compliance with Laws. NCPHS shall conduct all activities which are the subject of this License in compliance with all existing and any hereafter enacted and applicable federal, state and municipal laws, statutes or ordinances,and with all regulations,orders, directives of appropriate governmental agencies. NCPHS shall be responsible for the compliance of its contractors, employees, its subcontractors and its subcontractor's employees operating equipment within the Preserve. The District may issue citations to violators. 5. Permits. Prior to commencing any work on District Land,NCPHS shall obtain any and all governmental permits and approvals,which are necessary for it to conduct any work or activities under this Page 2 of 7 I License. District shall coordinate and cooperate with NCPHS to obtain all necessary permits and approvals, provided,however,District shall not be required to incur any costs in connection therewith. NCPHS recognizes and agrees that no approval by District for purposes of NCPHS'activities hereunder shall be deemed to constitute the approval of any federal, state or local regulatory authority with jurisdiction over such work,and nothing herein shall limit NCPHS'obligation to obtain all such regulatory approvals at NCPHS'sole cost. 6. Liens and Claims. NCPHS shall not permit to stand any landscaper's, arborist's, gardener's,or other similar liens or claims against the District Land or any interest therein for labor or material furnished in connection with any work performed by NCPHS, its agents,representatives or contractors under this License. Upon reasonable and timely notice of any such lien or claim delivered to NCPHS,NCPHS shall immediately notify District of same. 7. Indemnity and Release of Liability. NCPHS shall fully release, indemnify,hold harmless and defend District,its directors,officers, employees,contractors,and agents, from and against all liability, claims, suits, sanctions,damages, injuries,costs,losses and expenses, including reasonable attorney's fees and court costs, for injuries to or death of any person and damage to or loss of any property arising out of, connected with,or relating to any act,omission, right,obligation or work performed by NCPHS, or its agents,employees, contractors,consultants,officers or representatives under this License,except to the extent that the matter giving rise to the liability is directly attributable to the negligent or wrongful acts or omissions of District's directors,officers,employees, contractors,or agents,or otherwise arises out of matters which,by the terms of this License, are the sole responsibility of District. In any Claim alleging concurrent negligence of the parties, the parties shall jointly cooperate in the defense against such Claims and shall contribute costs of such defense, damages, liability and judgment in proportion to its fault under the principles of comparative negligence. 8. Insurance. Throughout the term of this License,NCPHS, at its sole cost and expense, shall maintain in full force and effect comprehensive general liability insurance covering bodily and personal injury and property damage arising out of NCPHS'activities pursuant to this License. Limits shall not be less than $2,000,000.00 per occurrence for bodily injury and$500,000.00 per occurrence for property damage. Each such policy shall name District as an additional insured and a certificate to that effect shall be delivered to District prior to commencement of any activities hereunder and annually upon renewal or replacement of any such policies. Throughout the term of this License,NCPHS,at its sole cost and expense, shall maintain in full force and effect a policy of Worker's Compensation Insurance covering all its employees as re required b law. P Y P gq Y All such insurance policies shall not be canceled or materially changed without thirty(30)days advance written notice to District.. 9. Termination. This license may be terminated as set forth in this Paragraph. Upon 15 days' notice by District of a breach of any condition hereof,NCPHS shall have 30 days to cure, or begin to cure if such cure reasonably cannot be accomplished within such 30 day period, such breach of this License. Should NCPHS fail to cure,or fail to commence to cure, such breach within 30 days following said notice by District, all rights District has the right to terminate this License without further notice or action by District. Thereupon gh is of the parties shall likewise terminate except for those rights set forth herein that specifically survive such termination. 10. Disputes and Remedies. If either party determines that the other party,or any occupant of the License area is conducting or allowing a use, activity,or condition on the License area which is prohibited by the terms of this License,or is violating or threatening to violate a term or condition of this License,or is not performing an obligation as defined in this License,District or NCPHS shall give written notice to NCPHS or District of such violation and request corrective action sufficient to cure the violation, and,where the violation involves injury to the License area resulting from any use or activity inconsistent with the purposes of this License,to restore the portion of the License area so injured. Page 3 of 7 a. Consultations Regarding Interpretation and Enforcement of License. When any disagreement, conflict,need for interpretation,or need for enforcement arises between the parties to this License, each party shall first consult with the other party in good faith about the issue and attempt to resolve the issue without resorting to legal action. b. Notice of Violation; Corrective Action. If either party determines that a violation of the terms of this License has occurred or is threatened,the damaged party shall give 15 days' written notice to the other party of such violation and request corrective action sufficient to cure the violation and, where the violation involves injury to the License Area resulting from any use or activity inconsistent with the purpose of this License,to request restoration of the portion of the License Area so injured to its condition prior to the inconsistent use or activity. Such written notice is not required in the event of any actual or imminent physical harm to the property. c. Injunctive Relief. If the party responsible for the violation fails to cure the violation within thirty (30)days after receipt of notice thereof from the damaged party,or under circumstances where the violation cannot reasonably be cured within a thirty(30)day period, fails to begin curing such violation within the thirty(30)day period,or fails to continue diligently to cure such violation until finally cured,the damaged party may bring an action at law or in equity in a court of competent jurisdiction which seeks to enforce the terms of this License,to enjoin the violation,by temporary or permanent injunction,and seeks to require the restoration of the License Area to the condition that existed prior to any such injury. d. Damages. The damaged party shall be entitled to recover damages for violation of the terms of this License or injury to this License or the interests protected by this License,as provided by Civil Code Section 815.7. e. Forbearance. Enforcement of the terms of this License shall be at the discretion of the either party, and any forbearance by either party to exercise its rights under this License in the event of any breach of any term of this License by the other party shall not be deemed or construed to be a waiver by either party of such term or of any subsequent breach of the same or any other term of this License or of any of the parry's rights under this License. No delay or omission by either party in the exercise of any right or remedy upon any breach by the other party shall impair such right or remedy or be construed as a waiver. f. Acts Beyond the District's or NCPHS's Control. Nothing contained in this License shall be construed to entitle either party to bring any action against the other party for any injury to or change in the License Area resulting from causes not involving any affirmative acts by District or NCPHS, or causes beyond District's or NCPHS's control, including without limitation,trespassers, fire, flood,storm,and earth movement,or from any prudent action taken by either party under emergency conditions to prevent,abate,of mitigate significant injury to the License Area resulting from such causes. g. Attorneys'Fees. If either party hereto incurs any expense, including reasonable attorneys'fees, in connection with any action or proceeding instituted by reason of any violation,breach,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. 11. Miscellaneous Provisions. a. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this License,the construction of its terms and the interpretation of the rights and duties of the parties. i i Page 4 of 7 I i b. Amendment. The parties hereto may by mutual written agreement amend this Agreement in any respect. c. Rights Cumulative. Each and all of the various rights,powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights,powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this License. The exercise or partial exercise of any right,power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,power or remedy available to such party. d. Notice. Whenever any party hereto desires or is required to give any notice,demand,or request with respect to this License(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 and addressed as indicated as follows: NCPHS: NCPHS Portola Valley 1525 Post Street, San Francisco,CA 94109-6567 Attn: Barbara Hood,President and CEO TEL: 415-202-7800 FAX: 415-922-1660 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos,CA 94022-1404 Attn: General Manager With a copy to: Ana Ruiz,District Representative TEL: (650) 691-1200 FAX: (650)691-0485 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail(in the manner provided above)to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third(3rd)business day after the date of mailing,whichever is earlier in time. Either party hereto may from time to time,by notice in writing served upon the other as aforesaid,designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this License 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 requirements provided in this Section. e. Severability. If any of the provisions of this License 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 License. The parties further agree to replace such void or unenforceable provisions,which will achieve,to the extent possible,the economic, business and other purposes of the void or unenforceable provisions. f. Waiver. No waiver of any term,provision or condition of this License,whether by conduct or otherwise,in any one or more instances, shall be deemed to be, or be construed as,a further or Page 5 of 7 continuing waiver of any such term,provision or condition or as a waiver of any other term, provision or condition of this License. g. Entire Agreement. This License 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. h. Time of the Essence. Time is of the essence of each provision of this License in which time is an element. i. Assi ng ment. 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. j. 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 License. k. Captions. Captions are provided herein for convenience only and they form no part of this License and are not to serve as a basis for interpretation or construction of this License,nor as evidence of the intention of the parties hereto. 1. Pronouns and Gender. In this License,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. m. Authori1y. NCPHS and District both represent and warrant that each has the full right,power and authority to enter into this License and to perform the transactions contemplated hereunder. ,II III Page 6 of 7 IN WITNESS WHEREOF,the parties have executed this agreement below on the day and year shown therewith. Northern Cal' rnia Presbyt ria/n$o es & Services, a California Corporation, ("NCPHS"): Approve as o Fonm: y: Date: Robert J. Lanzo ej egal Coui6l Approved and Accepted: / U By: / Date: Barbad Hood, r President and CEO,NCPHS MIDPENINSULA REGIONAL OPEN SPACE DISTRICT("District"): By: Date: L. Craig Britton, General Manager List of Attachments Exhibit A—Area Map Exhibit B—Landscape Maintenance and Monitoring Plan Page 7 of 7 �I Exhibit A Area Ma p P SEQUOIAS EP -MENT EXCHANGE - DY HILL OSP 1 r. �•i Spring Ridge �\ LLC wHo7 APN: 076-340-060 r l \ Service Ro ad's WH05 Landscape,-,.,, Areas i �r NCPHS -- Property APN: 079-200-030 District Land: _ Windy Hill - Open Space .. ��- Preserve APN: 076-340-100 1 �,, •,-�- �. Reservoir-. 1 ' Water X C� Feet ' 0 145 290 580 4. EXHIBITA- Landscape Maintenance Monitoring Plan G:\Projects\Windy_Hel\Sequolas Tralls\WindyHltl_Sequoia Trails_ExhibiN_NEW 11 ms 9�04 Exhibit B Landscape Maintenance and Monitoring Plan EXHIBIT E to the Grant Deed of Berm Easement EXHIBIT B to the Landscape License Agreement LANDSCAPE MAINTENANCE AND MONITORING PLAN Health Services Project Adjacent to Windy Hill Open Space Preserve September 15,2004 The successful establishment and long-term viability of the proposed landscaping of the Health Services Project planned for installation on Windy Hill Open Space lands is crucial. The native trees and shrubs will serve to protect the open space character of the preserve,minimize views of The Sequoias structures and facilities,and maintain a vegetated protective buffer between protected open space and The Sequoias development. A landscape-monitoring plan is hereby proposed as a useful tool to evaluate the success of the landscape over a five-year period. The landscape improvements shall be as depicted in the landscape plans attached and made a part hereto as Exhibit I. 1. Standards of Performance. Success criteria for all new plantings which are part of this landscaping plan should be set at 100%survivability throughout the 5-year monitoring period. Dead and sick or diseased plants should be replaced annually during these 5 years. Since oaks are the dominant tree species in the area,dead or poorly performing oaks shall be replaced strictly with new,healthy oaks. For other plant species,an adaptive management approach towards plant replacement should be instituted: the plant species chosen for replacement should be based upon a critical evaluation of the vigor and growth of the plantings installed. Those species that are well adapted to the planting sites and are rapidly establishing should generally be used to replace dead plants. a. Plant mortality. All plants that die,are unhealthy,or do not support new growth after year one must be replaced at a 1:1 ratio. b. Screening. The planted restoration areas must achieve the following screening effects: 35% screening of visible portions of the roadway and passing vehicles by year one; 45%year two; 65%year three; and 95%year five. c. Weed control. Weed control must be maintained at the base of all planted plants at minimum of 2 feet diameter around primary tree stem or base of herbaceous plant. Weed control shall consist of keeping weed growth limited to 6 inches in height and weed-whipped to soil level once a year in accordance with standard fire management practices. d. Irrigation—Pro ammin the a Irrigation System. The approved plant list for Windy Hill Open Space Preserve are locally native and will therefore require limited irrigation at the time of planting and during the dry months for only the first few years to establish the plants. Generally,watering is not encouraged during the winter months to avoid over-irrigating the native plants. The Sequoias Portola Valley(NCPHS)should consult with a landscape professional to determine the amount and frequency of irrigation that is recommended for each plant based on species type, location,and size. 2. Monitoring Protocols. a. Site Inspections. A qualified consultant shall inspect the planting area quarterly for the first year and annually for years 2 through 5. Health Services Project Page 1 of 4 I b. Photo Documentation. Photo monitoring stations will be established and photographs will be taken from the same location and direction during each monitoring visit.This will enable comparisons of changes over time. 3. Remedial Measures. a. Mortalfty. All plants that die, are unhealthy, or do not support new growth after year one must be replaced at a 1:1 ratio. If particular species are not performing as a whole,the consultant monitor shall recommend a replacement species that is native and will perform well at the site. b. Additional Screening. If the consultant monitor finds that the performance standards are not being met(i.e. insufficient screening),additional plant material shall be specified and planted to ensure that standards are met. 4. Reporting. Annual monitoring reports shall be submitted to the District years 1 —5 by September 151h. This will allow time for planning for late fall planting should there be any remedial replacement plants needed for mortality or failure to screen the road and vehicles. 5. Coordination. The Sequoias shall be responsible for scheduling and coordinating to facilitate the most expeditious completion of monitoring tasks and resulting work. 6. Maintenance. a. Plant Maintenance. The major components of maintenance are Shrub and Tree Care and Repair, and Weed Control. i. Trees, shrubs,and hardware such as tubing,guy wires and cages,that are damaged by storms,vehicles,or severe herbivory should be repaired or replaced if needed. ii. Complete weed control must be maintained at the base of all planted plants at minimum of 2 feet diameter around primary tree stem or base of herbaceous plant. iii. Highly invasive non-native weeds that pose a threat to successful establishment of the proposed planting should be removed from all planting areas, ideally before setting seed. b. Irrigation maintenance. The irrigation system should be checked regularly throughout the five-year landscaping monitoring period,particularly during summer months. An Y P g gp �p Y gel' Y broken or failing lines, sprinklers or valves should be replaced promptly as needed. Removal of Irrigation System:NCPHS shall remove all irrigation lines and associated irrigation equipment from the District's Windy Hill Open Space Preserve property shortly after the five-year landscaping monitoring period is complete,but not more than six months after this date. If NCPHS fails to remove the irrigation system within the six-month grace period,the District shall remove and dispose of the equipment at the expense of NCPHS. P P 7. Documentation. A written report of annual findings and results, with photographs of conditions, shall be submitted each year for review by the District. A table identifying each plant species,number of plants installed originally,number of plants alive at the time of monitoring,percent survival, average height in feet,and average vigor rated excellent to poor shall be included in the annual report. 8. Removal of Irrigation� System. NCPHS shall remove all irrigation lines and associated irrigation equipment from the District's Windy Hill Open Space Preserve property shortly after the five-year Health Services Project Page 2 of 4 landscaping monitoring period is complete,but not more than six months after this date. If NCPHS fails to remove the irrigation system within the six month grace period,the District shall remove and dispose of the equipment at the expense of NCPHS. List of Attachments Exhibit I—Landscape Plans Health Services Project Page 3 of 4 r EXHIBIT I Landscape Plans Health Services Project Page 4 of 4 NCPHS Plans Exhibit D—Berm and Landscape Plans to the Grant Deed of Berm Easement Exhibit I to the Landscape Maintenance and Monitoring Plan List of Attachments 1. SK-245 Site Plan: Current Condition 2. SK-249 Site Plan: Future Condition 3. Section 02441 Landscape Irrigation (16 pages) 4. Section 02750 Planting(22 pages) 5. Section 02215 Crushed Gravel Paving(4 pages) 6. L-1: Layout Plan 7. L-2: Layout Plan 8. L-3: Construction Details 9. L-3A; Irrigation Plan 10. L-4: Irrigation Plan 11. L-5: Irrigation Plan 12. L-7: Irrigation Details 13. L-8: Irrigation Details 14. L-8A: Planting Plan,West Perimeter 15. L-9: Planting Plan 16. L-16: Planting Plan 17. L-12: Planting Details and Notes 18. SK-244 Sections and Elevations 19. C2.1: Grading, Drainage and Paving Plan—West Perimeter 20. C2.2: Grading, Drainage and Paving Plan 21. C2.3: Grading, Drainage and Paving Plan 22. C3.2: Utility Relocation Plan 23. C3.3: Utility Relocation Plan SEQUOIAS EASEMENT EXCHANGE - UNDERGROUND UTILITY LINES Spring Ridge LLC • APN: 076-340-060 wn07 ` AO r�0/ �� Read Qua Service Ro ad Utility Lines VM05 • 660 NCPHS Property APN: 079-200-030 ' t.I �r �.• � 600 District Land fr •••, Windy Hill Open Space \ Preserve APN: 076-340-100 cP • d • CO Feet 0 100 200 400 \ G Wmj•criVidy_H1l6epcw TrY•WnEy1iW_spuw_Tr•I•EN•X E_HCPHsme ,m 6A1 EXHIBIT E - UTILITY LINES MAP EXHIBIT F UTILITY LINE UNDERGROUNDING PERMIT TO ENTER This Utility Line Undergrounding Permit to Enter (herein, "Permit") is made by and between Northern California Presbyterian Homes and Services, a California corporation (herein, "NCPHS") and the Midpeninsula Regional Open Space District (herein, "District"), a public district established pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code. RECITALS A. WHEREAS, District is the owner of a certain parcel of real property (herein, "District Land"), being a portion of the Windy Hill Open Space Preserve (herein, "Preserve") and commonly known as San Mateo County Assessor's Parcel Number 076-340-100; and B. WHEREAS, NCPHS is the owner of a certain parcel of real property (herein, "NCPHS Property"), commonly known as San Mateo County Assessor's Parcel Number 079-200- 030; and C. WHEREAS, NCPHS is applying for a building permit with the Town of Portola Valley to expand its retirement home and service care facilities and plans to underground existing aerial utility lines on District and NCPHS Property to accommodate the proposed facility expansion; and D. WHEREAS, NCPHS is proposing to underground existing aerial utility lines on District I and aesthetic views on District and NCPHS Property;land to improve aesth t and NCPHS agree that the under grounding of the aerial utility lines E. WHEREAS District g g g Y will help enhance the recreational experience of Preserve visitors and the privacy and quality of life for NCPHS residents. NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants, terms and conditions set forth herein, the parties agree as follows: 1. Grant of Permit. a. District hereby grants to NCPHS a non-exclusive Permit to enter upon District land for the undergrounding of aerial utility lines on the Preserve, in the location as depicted on Exhibit A - Area Map and marked "Utility Lines" and in the location more specifically defined in Exhibit B - P.G. & E. Easement Modification Deed and Exhibit C - SBC Easement Modification Deed as "Strip 2", attached hereto and incorporated herein by this reference. Page 1 of 7 i b. This Permit gives NCPHS a Permit only and notwithstanding anything to the contrary herein, this Permit does not constitute a grant by District of any ownership, leasehold, easement or other property interest or estate whatsoever in the District Land, or any portion thereof. i c. NCPHS further understands and agrees that nothing herein shall limit NCPHS' obligation to obtain authorizations, approvals or permits from all federal, state, municipal or other entities with lawful authority over the work. 2. Covenant, Conditions and Requirements. a. Quitclaim of Aerial Rights. NCPHS shall use its best efforts to obtain an easement modification deed executed by Pacific Gas and Electric and SBC, in the form attached hereto as Exhibits B and C and incorporated herein by this reference, revising the existing easement to eliminate all of its aerial utility easement rights in the location of the undergrounding of utility lines contemplated herein, depicted on Exhibit A - Area Map and marked "Utility Lines" and in the location more specifically defined in Exhibit B - P.G. & E. Easement Modification Deed and Exhibit C - S BC Easement Modification Deed as "Strip 2". b. Removal of Aerial Utility Lines. NCPHS shall cause to be removed all aerial utility lines as depicted on Exhibit A - Area Map prior to the termination of this Permit. c. Responsibility to Maintain District Land. NCPHS shall bear all costs and expenses of any kind or nature whatsoever arising from its activities permitted hereunder. NCPHS shall be solely responsible for removing existing aerial utility lines, and installing underground utility lines in or on District Land, in a good, clean, secure, orderly and safe manner, and District shall have no obligation or duty whatsoever for any repair, maintenance, or removal of the utility lines except as otherwise specifically set forth herein. ar . NCPHS shall use, an cause i d. Exercise f Due o Care. s d o s is employees, a ents agents, representatives and contractors, to use due care at all times to avoid or minimize any Y damage or harm to District Land and to the native vegetation and natural attributes of the District Land. In the event of an emergency or potential threat to public health, safety or welfare, as reasonably determined by District, District shall have the right to further condition, restrict or oversee any permitted use of or work on District Land. Under no circumstances shall NCPHS damage, harm, or take, any rare, threatened or endangered species on or about the District Land. e. Restoration of District Land. After completion of the removal of aerial lines and installation of the underground utility lines, NCPHS shall restore any improvements affected by the undergrounding project, and shall revegetate any trees, shrubs and/or bushes affected. Upon termination of this Permit by either party, NCPHS shall remove all debris associated with the work as permitted under this Permit. Page 2 of 7 I f. Utilities. District shall have no responsibility or liability of any kind with respect to utilities that may be on, in or under the District Land. NCPHS shall have the sole responsibility to locate such utilities or other facilities and to protect them from damage. NCPHS shall be solely responsible for arranging and paying directly for any utilities or services necessary or convenient for its activities hereunder. 3. Term of Permit. This Permit shall commence upon execution hereof by District and shall terminate on December 31, 2005, unless extended by mutual consent of the parties, or unless earlier terminated as provided for in Section 9 hereof. 4. Compliance with Laws. NCPHS shall conduct all activities which are the subject of this Permit in compliance with all existing and any hereafter enacted and applicable federal, state and municipal laws, statutes or ordinances, and with all regulations, orders, directives of appropriate governmental agencies. NCPHS shall be responsible for the compliance of its employees, its subcontractors and its subcontractor's employees operating equipment within the preserve. The District may issue citations to violators. 5. Permits. Prior to commencing any work on District Land, NCPHS shall obtain any and all governmental permits and approvals, which are necessary for it to conduct any work or activities under this Permit. District shall coordinate and cooperate with NCPHS to obtain all necessary permits and approvals, provided, however, District shall not be required to incur any costs in connection therewith. NCPHS recognizes and agrees that no approval b District for purposes of NCPHS' activities hereunder shall be deemed to PP Y constitute the approval of an federal state or local regulatory authority with PP Y g rY tY jurisdiction over such work, and nothing herein shall limit NCPHS obligation to obtain all such regulatory approvals at NCPHS' sole cost. 6. Liens and Claims. NCPHS shall not permit to stand any landscaper's, arborist's, gardener's, or other similar liens or claims against the District Land or any interest therein for labor or material furnished in connection with any work performed by NCPHS, its agents, representatives or contractors under this Permit. Upon reasonable and timely notice of any such lien or claim delivered to NCPHS, NCPHS shall immediately notify District of same. 7. Indemnity and Release of Liability. NCPHS shall fully release, indemnify, hold harmless and defend District, its directors, officers, employees, contractors, and agents, from and against all liability, claims, suits, sanctions, damages, injuries, costs, losses and expenses, including reasonable attorney's fees and court costs, for injuries to or death of any person and damage to or loss of any property arising out of, connected with, or relating to any act, omission, Page 3 of 7 right, obligation or work performed by NCPHS, or its agents, employees, contractors, consultants, officers or representatives under this Permit, except to the extent that the matter giving rise to the liability is directly attributable to the negligent or wrongful acts or omissions of District's directors, officers, employees, contractors, or agents, or otherwise arises out of matters which, by the terms of this Permit, are the sole responsibility of District. In any Claim alleging concurrent negligence of the parties, the parties shall jointly cooperate in the defense against such Claims and shall contribute costs of such defense, damages, liability and judgment in proportion to its fault under the principles of comparative negligence. 8. Insurance. Throughout the term of this Permit, NCPHS, at its sole cost and expense, shall maintain in full force and effect comprehensive general liability insurance covering bodily and personal injury and property damage arising out of NCPHS' activities pursuant to this Permit. Limits shall not be less than $2,000,000.00 per occurrence for bodily injury and $500,000.00 per occurrence for property damage. Each such policy shall name District as an additional insured and a certificate to that effect shall be delivered to District prior to commencement of any activities hereunder and annually upon renewal or replacement of any such policies. Throughout the term of this Permit, NCPHS, at its 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. All such insurance policies shall not be canceled or materially changed without thirty (30) days advance written notice to District. 9. Early Termination. This Permit may be terminated as set forth in this Paragraph. Upon written notice by District of a breach of any condition hereof,NCPHS shall have 30 days to cure, or begin to cure if such cure reasonably cannot be accomplished within such 30 day period, such breach of this Permit. Should NCPHS fail to cure, or fail to commence to cure, such breach within 30 days following said notice by District. District shall have the right to terminate this Permit without further notice or action by District. Thereupon all rights of the parties shall likewise terminate except for those rights set forth herein that specifically survive such termination. Notwithstanding such termination, District shall have the right to pursue any right or remedy available to it in law or equity to cure such breach to enforce the terms of this Permit,to enjoin the breach, and to recover damages from such breach. 10. Miscellaneous Provisions. a. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Permit, the construction of its terms and the interpretation of the rights and duties of the parties. b. Amendment. The parties hereto may by mutual written agreement amend this Permit in any respect. Page 4 of 7 c. Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Permit. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. d. Notice. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Permit (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 and addressed as indicated as follows: NCPHS: NCPHS Portola Valley 1525 Post Street, San Francisco, CA 94109-6567 Attn: Barbara Hood, President and CEO TEL: 415-202-7800 FAX: 415-922-1660 District: Mid peninsula Regional Open Space Dis trict 330 Distel Circle Los Altos, CA 94022-1404 Attn: General Manager With a copy to: Ana Ruiz, District Representative TEL: (650) 691-1200 FAX: (650) 691-0485 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Permit 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 requirements provided in this Section. Page 5 of 7 e. Severability. If any of the provisions of this Permit 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 Permit. The parties further agree to replace such void or unenforceable provisions, which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. f. Waiver. No waiver of any term, provision or condition of this Permit, 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 Permit. g. Entire Agreement. This Permit 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. h. Time of the Essence. Time is of the essence of each provision of this Permit in which time is an element. i. 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. j. 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 Permit. k. Captions. Captions are provided herein for convenience only and the form no part of this Permit and are not to serve as a basis for interpretation or construction of this Permit, nor as evidence of the intention of the parties hereto. 1. Pronouns and Gender. In this Permit, 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 as enders appropriate. g m. Authority. NCPHS and District both represent and warrant that each has the full right, power and authority to enter into this Permit and to perform the transactions contemplated hereunder. Page 6 of 7 n. Attorneys' Fees. If either party hereto incurs any expense, including reasonable attorneys' fees, in connection with any action or proceeding instituted by reason of any violation, breach, 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. IN WITNESS WHEREOF, the parties have executed this agreement below on the day and year shown therewith. Northern California Presbyterian Homes and Services, a California Corporation ("NCPHS"): By: Date: Barbara Hood, President and CEO MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ("DISTRICT"): By: Date: L. Craig Britton General Manager List of Attachments Exhibit A - Area Map Exhibit B - Easement Modification Deed - P G&E Exhibit C - Easement Modification Deed - SBC Page 7 of 7 Exhibit A Area Map i M NCPHS PERMIT TO ENTER - UNDERGROUND UTILITY LINES Spring Ridge LLC WHP7 APN: 076-340-060 - O`•,�� R°ad qj Q-�a� .• Sejy%C a ROad Utility Lines \ WH05 `• NCPHS \ Property .�'• APN: 079-200-030 .• •� if • •� �� 600 District Land Windy Hill Open Space Preserve ' • APN: 076-340-100 • N •CD , Feet 0 100 200 400 G�PmjenalNlroy_Htll\Sepdas Tralle�YAMyNiI Sepna Try NCPHS_ParmE+.C� xm 6A1 EXHIBIT A - AREA MAP Exhibit B PG&E Easement Modification Deed I 62 3111(REV 1-90) LiAI 1I.1..)11 �D' AFTER RECORDING,RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY Land Department 111 Almaden Blvd. Rm. 814 San Jose, CA 95115 Location: Cityluninc Recording Fee Document Transfer Tax $ NO CONSIDERATION ( ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale. Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) EASEMENT MODIFICATION DEED This Easement Modification Deed is made by Pacific Gas and Electric Company, a California corporation, hereinafter called "Grantor" and Midpeninsula Regional Open Space District, a public District, hereinafter called"Grantee". Grantee owns certain lands situated in the Town of Portola Valley, County of San Mateo, California and described as follows: Parcel 1 as shown upon the map filed for record in Volume 50 of Maps at Page 80, San Mateo County Records and commonly known as Assessor's Parcel No. 076-340-100, (hereinafter called"Grantee Property"). Grantor is the owner of the following right of way and easement across the Grantee Property: Such poles, aerial wires, cables, electrical conductors with associated crossarms,braces, transformers, anchors, guy wires and cables, fixtures and appurtenances, as second parry deems necessary located along the route staked on the ground by employees of second party and approved by first party as described in the deed dated October 14, 1976, from Jack L. Melchor and Norma J. Melchor to Pacific Gas and Electric Company recorded November 3, 1976 in Volume 7288 of Official Records at Page 367, San Mateo County Records. Grantee desires, and Grantor is willing,to modify the right of way and easement set forth in said deed dated October 14, 1976 as follows: Grantor hereby quitclaims and relinquishes to Grantee all right,title and interest Grantor may have to install, construct, maintain, replace, operate or use any aboveground utility lines, and any facilities incidental thereto, including but not limited to poles, aerial wires, cables, electrical conductors with anchors wires and �cables fixtures and braces transformers, , d crossbeams , associate Y t� appurtenances upon the Grantee's Property at the location described as within Strip 2 as shown upon Grantor's Drawing No. SJL-13319 Change 1, dated August 20, 2004, attached hereto and made a part hereof. PG&E OOPY NOW, THEREFORE, the pat,.-s hereto agree that the right of way aiw easement set forth in said deed dated October 14, 1976 shall be modified in the manner and to the extent hereinbefore stated and Grantee does hereby grant to Grantor the rights necessary to effect such modification. Except as expressly set forth herein, this agreement shall not in any way alter, modify, or terminate any provision of said deed dated October 14, 1976. This agreement shall inure to the benefit of and bind the successors and assigns of the respective parties hereto. IN WITNESS WHEREOF the parties hereto have executed this agreement this day of 20 Grantee: Grantor: MIDPENINSULA REGIONAL OPEN SPACE PACIFIC GAS AND ELECTRIC COMPANY DISTRICT,a public district By Jegindar Gill Land Services Office Supervisor Areas I &3 By Corporate Real Estate APPROVALS South Coast Area San Jose Land Services Office Operating Department:Electric Distribution M.D.B.&M.,T.6 S.,R.3 W., SEC. 30, SE%.OF SE 1/. FERC License Number:N/A PG&E Drawing Number: SJL-13 319 LD of any Affected Documents:2306-03-1339,2306-03-1479 LD of any Cross-Referenced Documents:N/A Type of Interest: 3,4&43 SBE Parcel Number:N/A (For Quitclaims,%Being Quitclaimed):N/A Order#or PM#:30367235 JCN:N/A County: San Mateo Utility Notice Numbers:N/A Prepared By: DAN9 Checked By:JKG2 Revision Number: I FB: 152-147 Plat:F-9-16 PG&E File:MROSD,doc 62-4202 Notary(General)Rev.8/91 STATE OF CAPACITY CLAIMED BY SIGNER SS. COUNTY OF [ )Individual(s)Signing For OneseWThemselves On before me,the undersigned,a Notary Public for said State,personally [)Corporateotrcer(s)of the Above Named Corporaron(s) appeared ( )Guardian of the Above Named Individual(s) [ ]personally known to me-OR-[ ]proved to me on the basis of satisfactory evidence to be the person(s)whose [ ]Partner(s)of the above Named Partnership(s) name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or t l Attwney(s)-in-Fact of the Above Named Principals) the entity upon behalf of which the person(s)acted,executed the instrument. [ )Trustee(s)of the Above Named Trust(s) WITNESS my hand and official seal. ( )Other Signature STATE OF CAPACITY CLAIMED BY SIGNER SS. COUNTY OF ( )Individual(s)Signing For Onesetfnbemselves On before me,the undersigned,a Notary Public for said State,personally [)Corporate Ofcer(s)of the Above Named caporation(s) appeared [ I Guardian of the Above Named Individual(s) [ ]personally known to me-OR-[ ]proved to me on the basis of satisfactory evidence to be the person(s)whose t )Partner(s)of the Above Named Partnership(s) name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or [ )Attomey(sHn-Fact of the Above Named Principal(s) the entity upon behalf of which the person(s)acted,executed the instrument. [ )Trustee(s)of the Above Named Trust(s) WITNESS my hand and official seal. [ ]Other Signature j MIOPENfNSULA MOM OPEN SPAU MUM a Ile, .10 � s I Strip 2 �� C/L 10' U/G 3: N 55'�?. 2' E i 21. 2' I - `f�/� Electric Easement Strip 9 CIL 10' U/G Electric Easement /2: N 43 26. 5' E 236. 5' ti N �I'52. 6' E 19. 2' I � ' 1 I I (AI.I G/)9N I A MCP,Y f ..P I IN Uf1h.Gq i N( A NONMP H M I G I M COPPOW I ON, i M 3442 OQ 430 o: s ' % C) Polo L000110/7 PARCEL 1 Found 3/4' iron pipe accepted as marking P, Tot . So Pg . 80 = the southeasterly lerminus of course S27 171561E 190.571 as shown upon PM ✓ol. 50 Pg. 80 San Ualeo County APM 76-34 APM 79-20 !/mess o{herMlss shown MAP F-9 d11 courses exfand io or LAND RIGHTS OFFICES - SAN JOSE SD0166E76916 dlong bounddr/es or 11nes QUARTER\QUARTER SCALE OflTE TOWN OF PORTOLA VALLEY SE1 /4 of SE1 /4 1 " = 100 ' 11 / 1 /95 SECTION TOWNSHIP RANGE I MERIDIAN 30 E 314 MOB&M 1 8-20-04 OIH RIGHTS CONVERTED TO U/G COUNTY OF: SAN MATEO CHOI ORTE I OESCRIPTION AUTH I BY CH F. B. : 152-147 OR. BY:NCR CH. BY: ONM POLE LINE RELOCATION JPG & E PENINSULA 0M M104220 SJL13319 1 REFERENCES DIVISION f1UTHORIZ W HG CERTIFICATE OF ACCEPTANCE (GOVERNMENT CODE SEC. 27281) This is to certify that the interest in real property conveyed by the foregoing deed, grant or other instrument dated , from Pacific Gas and Electric Company, a California Corporation to the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district, is hereby accepted by the undersigned on behalf of the District pursuant to authority conferred by resolution of the Board of Directors of the Midpeninsula Regional Open Space District bearing No. , adopted on , and said District consents to recordation thereof. Dated , 2004. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT By President,Board of Directors ATTEST: District Clerk i Exhibit C SBC Easement Modification Deed TO BE SUPPLIED BY NCPHS r f / � 0 EXHIBIT G Title Reports District Land NCPHS Land (to be replaced by updated reports) i Z.-t�ay I OLD REPUBLIC TITLE COMPANY 524 Gibson Drive•Roseville,CA•95678•(916)781-4100•Fax: (916)784-2862 PRELIMINARY REPORT Issued for the sole use of: Our Order Number 2202008572 When Replying Please Contact: NORTHERN CALIFORNIA PRESBYTERIAN HOM 1525 POST STREET Buyer: SAN FRANCISCO, CA 94109 NORTHERN CALIFORNIA PRESBYTERIAN HOMES & SERVICES Attn: YUMIKO WESTLAND Property Address: 501 Portola Road, Portola Valley, CA 94028 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 insurance and no liabili Is assumed hereby.If it is desired that liability be assumed prior to the issuance of by policy of title tY � � requested. Commitment should be f title insurance,a Binder or Corn tment s o a policy o s , Dated as of November 1, 2004, at 7:30 AM OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 9 Pages nAT 315R-A(Rev. S 1 00) I OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 The form of policy of title insurance contemplated by this report is: TO BE DETERMINED IF APPLICABLE. 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 or covered by this Report is: a Fee. Title to said estate or interest at the date hereof is vested in: NORTHERN CALIFORNIA PRESBYTERIAN HOMES, INC., a non-profit religious corporation The land referred to in this Report is situated in the County of San Mateo, City of Portola Valley,state of California,and is described as follows: PARCEL ONE: Beginning at a point in the Southerly line of Portola Road (County Road No. 52), opposite County Engineer's Station 189 + 56.12 E.C., said point also being in the Southerly line of that certain parcel of land conveyed to the County of San Mateo by John Francis Neylan by Deed recorded in Volume 2069 at Page 366, on May 11, 1951, Official Records of San Mateo County and distant thereon South 820 07' West 108.S1 feet from the Westerly line of that certain 1.69 acre tract described in Deed to Thomas A. Cox and Vera I. Cox recorded August 15, 1941 in Vol. 981, Official Records at Page 17, records of San Mateo County; thence from said point of beginning Westerly and Northwesterly along the Southerly line of the aforementioned parcel conveyed to the County of San Mateo, South 620 07' West 109.18 feet to a point and on the arc of a curve to the right, said curve having a radius of 600 feet, a central angle of 410 54' 50"and whose center bears North 00 08' 30" East from the last mentioned point, a distance of 438.92 feet to a point; thence leaving said Southerly line of the aforementioned county parcel, on the arc of a curve to the left, said curve having a radius of 100 feet, a central angle of 92" 03'20"and whose center bears South 42* 03' 20"West from the last mentioned point, a distance of 160.67 feet to a point; thence South 400 00' West along a line tangent to the last mentioned curve at the last mentioned point, a distance of 508.16 feet; thence South 280 30' East 190.24 feet; thence South 340 01' East 564.84 feet; thence South 200 41' 10"East 439.39 feet; thence South 100 05' 50"East 119.53 feet; thence South 27* 24' 10" East 214.47 feet; thence South 80 22' 10"East 209.93 feet; thence South 460 36' 30"East 102.52 feet; thence South 31* 36' 30"East 190.07 feet; thence South 140 08' 40"East 157.55 feet; thence North 73* 51' 30"East 752.66 feet to the Easterly boundary of the lands of Neylan; thence Northerly along the Easterly along the Easterly boundary of the lands of Neylan, North 170 09' West 200.08 feet, North 270 33' West 147.88 feet, North 320 44' West 60.06 feet, North 490 23'West 134.64 feet, North 470 31' West 239.58 feet, North 470 37' West 190.08 feet, North 5*31' West 232.32 feet, North 31, 58'West 76.56 feet, North 20 14' West 340.77 feet, North 530 48' East 252.12 feet. North 90 43'West 72.65 feet and North 180 37' 30"West 415.37 feet to the Southerly line of the aforementioned Portola Road; thence Westerly along said Southerly line South 620 07'West 108.51 feet to the point of beginning. Excepting however, that parcel of land described in Deed from Northern California Presbyterian Homes, Inc., a corporation, to Hugh M. Southgate and Clotilde L. Southgate, his wife, in joint tenancy, dated March 14, 1960 and recorded April 19, 1960 in Book 3781 at Page 653 of Official Records of San Mateo County, California (File No. 47645-S). PARCEL TWO: Page 2 of 9 Pages OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 Beginning at a point in the Southerly line of Portola Road (County Road No. 52), opposite County Engineer's Station 189 + 56.12 E.C.1 said point also being in the Southerly line of that certain parcel of land conveyed to the County of San Mateo by John Francis Neylan by Deed recorded in Volume 2069 at Page 366,on May 11, 195I, Official Records of San Mateo County and distant thereon South 821 07'West 108.51 feet from the Westerly line of that certain 1.69 acre tract described in Deed to Thomas A. Cox and Vera I. Cox recorded August 15, 1941 in Book 981, Official Records at Page 17, records of San Mateo County; thence from said point of beginning South 60 17' 53"East 591.28 feet to a point on the general Southeasterly boundary of the lands described in Deed from John Francis Neyland and wife to Northern California Presbyterian Homes, Inc., a non-profit religious corporation, dated April 28, 1958 and recorded August 19, 1958 in Book 3442 of Official Records of San Mateo County at Page 430 (67667-Q) and the true point of beginning of the lands to be described herein, said true point of beginning being distant North 530 48' East 19.54 feet from an angle point in said Southeasterly boundary, said angle point being at the intersection of the courses"North 20 14"West 340.77 feet and North 530 48' East 252.12 feet"as set forth in said last mentioned Deed; thence from said true point of beginning along the said general Southeasterly boundary of the last mentioned lands, South 530 48' West 19.54 feet, South 20 14' East 340.77 feet, South 312 58' East 76.56 feet, South SO 31' East 232.32 feet and South 470 37' East 178.99 feet; thence leaving said Southeasterly boundary North 50 31' West 401.99 feet; thence North 2* 14'West 301.24 feet to a point which bears South 53* 29' 15"East 133.09 feet from the true point of beginning; thence North 531 29' 15"West 133.09 feet to the true point of beginning. APN: 079-200-030 3PN: 079-020-200-03 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 2004 - 2005, as follows: Assessor's Parcel No 079-200-030 Code No. 19-005 1st Installment $32,598.13 NOT Marked Paid 2nd Installment $32,598.13 NOT Marked Paid Land $1,718,277.00 Imp. Value $15,008,735.00 P.P Value $2,444,425.00 Exemption $19,171,437.00 Other 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. Page 3 of 9 Pages OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 3. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Ingress and egress Recorded April 19, 1960 in Book 3781 of Official Records, Page 653 under Recorder's Instrument No. 47645-S Affects Parcel One NOTE:The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein Any use of the land for the purposes stated in the easements referred to above by persons NOT granted such use in said easements. 4. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Road Recorded June 14, 1961 in Book 3998 of Official Records, Page 433 under Recorder's Instrument No. 66646 Affects Parcel One NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein Any use of the land for the purposes stated in the easements referred to above by persons NOT granted such use in said easements. 5. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Utility wires and cables Recorded May 8, 1963 in Book 4452 of Official Records, Page 352 under Recorder's Instrument No. 90710-V Affects Parcel One NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein Page 4 of 9 Pages ORT 31 513-13 OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 6. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount $400,000.00 Trustor/Borrower Northern California Presbyterian Homes, Inc., a non-profit religious corporation Trustee Lawyers Title Insurance Corporation, a corporation Beneficiary/Lender Department of Health, State of California Dated December 28, 1976 Recorded January 27, 1977 in Book 7368 of Official Records, Page 263 7. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Construction and maintenance by grantee of a secluded hiking and requestrian riding trail Recorded September 27, 1982 in Official Records under Recorder's Instrument No. 82082774 Affects Parcel One NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein Any use of the land for the purposes stated in the easements referred to above by persons NOT granted such use in said easements. And as modified by an instrument, executed by Town of Portola Valley, recorded November 3, 1999 in Official Records under Recorder's Instrument No. 1999-183620. 8. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Construction and maintenance by grantee of a secluded hiking and equestrian riding trail Recorded September 27, 1982 in Official Records under Recorder's Instrument No. 82082774 Affects Parcel One NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein I Page 5 of 9 Pages ORT 315R•B OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 i Any use of the land for the purposes stated in the easements referred to above by persons NOT granted such use in said easements. 9. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Drainage purposes Recorded May 19, 1989 in Official Records under Recorder's Instrument No. 89065401 Affects A Northeasterly portion of said land 1 NOTE:The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein i 10. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following i For Slope and utility purposes Recorded August 10, 1990 in Official Records under Recorder's Instrument No. 90107558 Affects A Northerly portion of said land NOTE:The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 11. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For The installation and maintenance of utilities Recorded June 9, 1992 in Official Records under Recorder's Instrument No. 92089374 Affects A strip of land 70 feet in width in the Northeasterly portion of said land NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein Page 6 of 9 Pages 1.5R-R OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 12. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For ' Utilities Recorded May 17, 1996 in Official Records under Recorder's Instrument No. 96- 060327 Affects Parcel One NOTE:The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 13. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Private storm drainage Recorded August 13, 1996 in Official Records under Recorder's Instrument No. 96-099386 Affects Parcel One NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 14. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following For Equestrian and pedestrian trail Recorded November 3, 1999 In Official Records under Recorder's Instrument No. 1999-183621 Affects Parcel One NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein Any use of the land for the purposes stated in the easements referred to above by persons NOT granted such use in said easements. Page 7 of 9 Pages ORT 31 SiR-R OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 15. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument Grant of Easement Granted To Television Signal Corporation For A non-exclusive easement in gross on, over, under, within, and through the premises. Together with rights of access, ingress and egress and use any cabling, wiring, power supplies, risers, concluites, distribution wiring and facilities. Dated September 14, 2001 Recorded April 22, 2002 in Official Records under Recorder's Serial Number 2002-077935 Affects As shown in said document NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 16. Water rights, claims or tide to water, whether or not shown by the public records. 17. Any rights in favor of the public which may exist on said land if said land or portions thereof are or were at any time used by the public. 18. The requirement that this Company be provided with an opportunity to inspect the land (the Company reserves the right to make additional exceptions and/or requirements upon completion of its inspection). 19. The requirement that this Company be provided with a suitable Owner's Affidavit(form ORT 174). The Company reserves the right to make additional exceptions and/or requirements upon review of the Owner's Affidavit. 20. The requirement that a certified copy of aresolution of the board of directors be furnished to this Company authorizing or ratifying the proposed conveyance, and that there be annexed to the conveyance a certificate of compliance and approval meeting the requisites of Section 9632 Corporations Code, and that its articles of incorporation and its by-laws be furnished to this Compa.ny for review prior to the recordation of such conveyance. Page 8 of 9 Pages OLD REPUBLIC TITLE COMPANY ORDER NO. 2202008572 --------------------Informational Notes------------------- A. The applicable rate(s)for the policy(s) being offered by this report or commitment appears to be section(s)TO BE DETERMINED. B. Short Term Rate("STWI does not apply. C. The above numbered report(including any supplements or amendments thereto) is hereby modified and/or supplemented to reflect the following additional items relating to the issuance of an American Land Title Association loan form policy: NONE NOTE: Our investigation has been completed and there is located on said land a multi-family residence known as 501 Portola Road, Portola Valley, CA 94028. The ALTA loan policy, when issued, will contain the CLTA 100 and 116 Endorsements. Unless shown elsewhere in the body of this report, there appear of record no transfers or agreements to transfer the land described herein within the last two years prior to the date hereof, except as follows: NONE D. In addition to existing requirements pertaining to sellers who are non-residents of California, as a result of recent changes to Section 18662 of the Revenue and Taxation Code, in transactions closing after January 1, 2003 the buyer may then be responsible to withhold 3 1/3% of the sales price (as defined therein) from any seller, if this property is not the seller's principal residence. The statute, as modified, also provides for certain exemptions to the buyer's responsibility to withhold, which may apply. O.N. jra Page 9 of 9 Pages 0117 31SR-B OLD REPUBLIC TITLE COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of OLD REPUBLIC TITLE COMPANY. We may collect nonpublic personal information about you from the following sources: Information we receive from you such as on applications or other forms. Information about your transactions we secure from our files, or from [our affiliates or] others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. ORT 287-C 5/07/01 Page 1 of 2 Plat Map(GIF) N p1 f� -•w J v. 0 \ M t W O I � 1 F' J t ) ) N I F 7 I J � I o 0 U 9'A I ads c v II � Otvc vs�.2004 Da:aQuick information Systems.This information is cnmpilcd from public rccords and is not yuarantccd. u v6t o;— C cY d Tv p E d �. �yc L O-c, O F- _ v o dodo L 0 L G v.,0 7 � p T hitp://www.gotitle.com/cgi-bin/plat.asp?nnt=TOPS&,deounly=SM&graphic=%2Faccoiini... 11/22/2004 SCHEDULE CLTA Standard Coverage-1973 Policy No: AY 729607 Order No: 125566 Amount of Insurance: $ 4, 700, 000 .00 Date of Policy: August 14 01 1987 at 11: 02 a.m. Premium: $ 7, 233 .60 I Name of Insured: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district 2. The estate or interest referred to herein is at Date of Policy vested in: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district 3. The estate or interest in the land described herein and which is covered by this policy is a fee. SCHEDULE This policy does not insure against loss or damage, nor against costs, attorneys' fees or expenses, any or all of which arise by reason of the following: PART 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 by making inquiry of persons in possession thereof. 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 the 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 or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any Tight, title, interest, estate or easement in land beyond the lines of the area specifically described or referred to in Schedule A, or in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing in this paragraph shall modify or limit the extent to which the ordinary right of an abutting owner for access to a physically open street or highway is insured by this policy. Continued CLTA Standard Coverage—1973 SCHEDULE B (Continued) 7. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting 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, whether or not shown by the public records at Date of Policy, or the effect of any violation of any such law, ordinance or governmental regulation, whether or not shown by the public records at Date of Policy. 8. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records. 9. Defects, liens, encumbrances, adverse claims, or other matters (a) whether or not shown by the public records at Date of Policy, but created, caused, suffered, assumed or agreed to by the insured claimant; (b) not shown by the public records and not otherwise excluded from coverage but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy or acquired the insured mortgage 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 no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had been a purchaser or encumbrancer for value without knowledge. i i PART II 1. Rights of the public, County and/or City, in and to that portion of said land lying within the lines of Alpine Road . j 2. Agreement between E.D. Conolley and Herbert Edward Law, dated February 4, 1915, recorded April 18, 1917, Book 30 of Miscellaneous Records , Page 39, San Mateo County Records . Conolley agrees to grant to Law a perpetual right of way for two pipe lines in a 4 foot strip for the conveyance of water, said right of way to follow in a general course and direction, the course and direction of Corte Madera Creek . 3. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following : Instrument : Deed Granted to : The heirs and devisees of John Francis Neylan, deceased For : existing gas pipelines, powerlines , telephone lines, water pipelines , sewer pipelines, water wells , spring diversion darns and facilities of every kind . Recorded : April 9, 1968 in Book 5456 at Page 529, Official Records Affects : Exact locations are not disclosed 4. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following : Instrument : Deed Granted to : Pacific Gas & Electric Company P Y For : pipeline and line of poles and wires and appurtenances thereto Recorded November 3 1976, in Book 9 7288 Official Records , at Page 367 Affects : the route of said easement is not specified I CLTA Standard Coverage—197 3 PART 11 (Continued) 5. Agreement for : Limited Development Executed By and Between : the Town of Portola Valley and : Frank A. Aries On the terms , covenants and conditions contained therein, Dated : November 17, 1980 Recorded : November 21, 1980, in Reel 8007 Official Records at Image 448, Official Records (a) Amendment thereto dated November 6, 1984 by and between the Town of Portola Valley and Rancho Corte Madera, Ltd. , a Limited Partnership, recorded November 8, 1984, Series No . 84120741. (b) Amendment thereto recorded July 30, 1986, Series No . 86088510. 6. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as shown on the filed map. For : Proposed Access Affects : Northeasterly portion of said land 7. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following : Instrument : Deed Granted to : Gregory L. Melcohor, Trustee For : the transport of water and appurtenances thereto Recorded : December 31, 1984, under Recorder' s Serial No . 84137863 Official Records Affects : the exact location of said easements are not disclosed of record A'A Standaru Cov;ragc— 1973 SCHEDULE C The land referred to in this policy is situated in the County of San Mateo State of California, and is described as follows: Town of Portola Valley PARCEL ONE: Parcel 1, as shown on that certain Parcel Map entitled Parcel Map, being a division of land described in Deed recorded in Book 4416 Official Records, Page 452, filed January 27, 1981, in Book 50 of Parcel Maps, Pages 79 through 84, San Mateo County Records . EXCEPTING THEREFROM the following : BEGINNING at a point in the general Southerly boundary line of said Parcel 1, said point being the Southerly terminus of course No . 174 having a bearing of South 27*05' 40" West and a distance of 124. 25 feet ; thence from said point of beginning along the general Southerly boundary line of said Parcel 1, South 42*11' 40" West, 96.49 feet, South 19002 ' 40" West , 76.00 feet, South 39*28' 40" West, 83.93 feet, South 51005' 40" West , 37. 67 feet, North 17036' 20" West, 168. 53 feet, North 00*53' 40" East , 128. 21 feet, North 81012' 41" West , 173.62 feet, South 86*17' 19" West, 122. 52 feet, North 66027' 41" West, 153. 31 feet, North 85*12' 41" West , 90. 41 feet, North 32*57' 41" West , 183.45 feet, North 84027' 41" West, 152.00 feet and South 87*02 ' 19" West , 111.04 feet; thence leaving said Southerly boundary line, North 1000' 00" East, 575-00 feet ; thence North 61000' 00" East, 536. 23 feet ; thence South 55*00' 00" East , 797.99 feet; thence South 24"53' 47" West, 559. 71 feet ; thence South 50000' 00" East, 275. 00 feet to the point of beginning PARCEL TWO: Easements and rights of way over, across and under adjacent lands of Grantor, as provided in the Deed from Corte Madera, a limited partner- ship, recorded April 9, 1968, Book 5456 Official Records, page 529, for all presently exisiting gas pipelines, power lines , telephone lines , water pipelines , sewer pipelines, water wells, spring diversion dams and facilities of every kind and description which are in place on the date hereof, and the concomitant right to go on Grantor' s property to main- tain, replace or remove any of said lines and facilities . A.P.N. 076-340-050 J. P.N. 076-034-340-01.01 jh TAX CODE AREA_ � ^• � ''dsN C) M 5'Si5 r1 3 '� � N •+ � . m ;,1 j 322'iT'E 1lA55�••• O BK-79 •+a ry ti to 33 ou 3 0 ." urzJ'E 545a3'- io _ 3 ° PAAf Ft 2 Ker,7=•• - O ^ 57L"N r s/. •{.� 1LIZ: /� Cr rwa L« ..rr„i rrr• y J +S m _ r 317•+�a 1!Z L:... v z r^r, m„n •,J y'r 5'•/% ' r SY .p+L ]J'N 6lSb'.. ICkW + 1 6�Ir're BK-7.,2p-g 9 . L+ :z:N aLI' Z� . c*� der. t: 327':,cj0"E 214 a .. 20 3.t':!'aC'E 13735'..... h.!.. \'! ••St•.^.:SAJ' (79, /,^ I: ' 7a•Si]C•C 102 r5' ti6 c ti+ Je b /3 scs•57L !sm' • n G: m •`„' - :a� �7i'~^ � L -_ ^ r � - F:o m .�a' r- -:'.- v � - _` _ _ s• Jt i .•h6Y 5+E Ll.:2' n - - .o � � l:.;a 2 2 .'^,. � - a ^ .,..:.- ; 2 i'•'..+r:' ^ J. .. 3 - .`. •n rfr• ;" - -------- :;.-'-J. � -3+S'aSE'J:.. s �, # 2 3 =n�,o � n 3 3 A 3 ti s s c�� . 1 "�Y,��`. < � _ m~k�' [/ b 'r ✓i .h 'E 15:43' '•rL' .". , •rr.''j'') r n v � - ;' � �_ =: � »"' z _ b.�. z 6 z yr'^ ..,. 3 "' >< ^• ; u• .. n x r S)".: "Notice: this is neither a pf7Y nor as r ; - A O • ROAD _ furnished mere as 3 convenience tG`a8itf gc5tiin� atirt� „S,.N:cs3'- saJrw79.9' ASS£SSOR'S M.:P coLmrr Of SAN 'WA,-CO,CACLf. •sL"Ji"•"yBC land indicated hey- ,r with rt;=;erencf to streets an 5!- "` o�hcr 1 nd No is ssurnec2 b•• reason of any %-ONDITIONS AND STIPULATIONS DEFINITION OF TERMS (iii) the amount paid by any governmental, action or proceeding, and (2) in any other act The following terms when used in this policy agency or instrumentality, if such agency or which in the opinion of the Company may be nean: instrumentality is the insured claimant, in acquisi- necessary or desirable to establish the title to the (a) "insured": the insured named in Schedule tion of such estate or interest in satisfaction of its estate or interest or the lien of the insured and, subject to any rights or defenses the insurance contract or guaranty. mortgage, as insured, includJng but not limited to executing corrective or other documents. 'ompany may have had against the named insured, (b) CONTINUATION OF INSURANCE AF- hose who succeed to the interest of such insured TER CONVEYANCE OF TITLE F ry 4. PR P operation of law as distinguished from purchase 00 OR LOSS OR DAMAGE — LIMITA- ncluding, but not limited to, heirs, distribuzees, The coverage of this policy shall continue in TION OF ACTION levisees, survivors, personal representatives, next force as of Date of Policy,in favor of an insured so P P In addition to the notices required under if kin, or corporate or fiduciary successors. The long as such insured retains an estate or interest in Paragraph 3(b) of these Conditions and Stipula- erm "insured' also includes (i) the owner of the the land, or owns an indebtedness secured by a tions, a proof of loss or damage,signed and sworn ndebtedness secured by the insured mortgage and purchase money mortgage given by a purchaser to from such insured,or so long as such insured shall by the insured claimant shall be furnished to the :res successor a ownership of such indebtedness B Company within 90 days after the insured claimant reserving, however, all rights and defenses as to have liability by reason of covenants of warranty g' B made b such shall ascertain or determine the facts giving rise to m such successor who acquires the indebtedness Y ch insured in any transfer or convey-q such loss or damage. Suc h h roof of loss o damage B P r )y operation of law as described in the fist this o such estate or interest;provided,however, P this policy shall not continu v shall describe the defect in,or lien or encumbrance e 1n force in fa o Y r of sentence of this subparagraph (a) that the Com- P on the title, or other matter insured against by this )an would have had against the successor's any purchaser from such insured of either said Y B estate or interest or the indebtedness secured b a Policy which constitutes the basis of loss of ransferor and further includes ii an govern- Y ), O damage, Y B m e and w purchase money mortgage given to such insured. aB when appropriate, state the basis of nental agency or instrumentality which is an calculating the amount of such loss or damage. usurer or guarantor under an insurance contract 3. DEFENSE AND PROSECUTION OF AC rr guaranty insuring or guaranteeing said indebt- TIONS — NOTICE OF CLAIM TO BE GIVEN Should such proof of loss or damage fail to Aness, or any part thereof, whether named as an BY AN INSURED CLAIMANT state facts sufficient to enable the Company to nsured herein or not, and (iii) the parties desig- determine its liability hereunder, insured claimant, sated in paragraph 2(a) of these Conditions and (a) The Company, at its own cost and without at the written request of Company, shall furnish Stipulations. undue delay, shall provide for the defense of an such additional information as a reasonably be insured in litigation to the extent that such (b) "insured claimant": an insured claiming litigation involves an alleged defect, lien, encum- necessary to make such determination. loss or damage hereunder. brance or other matter insured against by this No right of action shall accrue to insured (c) "insured lender": the owner of an insured policy. claimant until 30 days after such proof of loss or mortgage. (b) The insured shall notify the Company damage shall have been furnished. (d) "insured mortgage": a mortgage shown in promptly in writing (i) in case of any litigation as failure to furnish such proof of loss or damage Schedule B, the owner of which is named as an set forth in (a) above, (ii) in case knowledge shall shall terminate any liability of the Company under insured in Schedule A. come to an insured hereunder of any claim of title this policy as to such loss or damage. (e) "knowledge": actual knowledge, not con- or interest which is adverse to the title to the estate 5. OPTIONS TO PAY OR OTHERWISE SETTLE structive knowledge or notice which may be or interest or the Lien of the insured mortgage, as CLAIMS AND OPTIONS TO PURCHASE IN- imputed to an insured by reason of any public insured, and which might cause loss or damage for DEBTEDNESS records. which the Company may be liable by virtue of this or(iii) if title to the estate or interest or the The Company shall have the option to a or policy,f "land": the land described specifically rY oP P P Y ( by reference in Schedule A, and improvements lien of the insured mortgage,as insured,is rejected otherwise settle for or in the name of an insured affixed thereto which by law constitute real as unmarketable. If such prompt notice shall not claimant any claim insured against,or to terminate property; provided, however,the term"land"does be given to the Company, then as to such insured all liability and obligations of the Company here- not include any area excluded by Paragraph No.6 all liability of the Company shall cease and under by paying or tendering payment of the of Part 1 of Schedule B of this Policy. terminate in regard to the matter or matters for amount of insurance under this policy together which such prompt notice is required; provided, with any costs, attorneys' fees and expenses g) "mortgage : deed,or other see": instrument. however, that failure to notify shall in no case incurred up to the time of such payment or tender prejudice the rights of any such insured under this of payment by the insured claimant and authorized (h) "public records": those records which by policy unless the Company shall be prejudiced by by the Company. In case loss or damage is claimed law impart constructive notice of matters relating such failure and then only to the extent of such under this policy by the owner of the indebtedness to the land. prejudice. secured by the insured mortgage, the Company 2. (a) CONTINUATION OF INSURANCE AF- (c) The Company shall have the right at its shall have the further option to purchase such own cost to institute and without undue delay indebtedness for the amount owing thereon to- getherACQUISITIONTITLE with all costs, attorneys' fees and expenses LENDER Prosecute any action or proceeding or to do any which the Company is obligated hereunder to pay. If this policy insures the owner of the indebted- other act which in its opinion may be necessary or If the Company offers to purchase said indebted- desirable to establish the title to the estate or ness as herein rovided, the owner of such in- ness secured by the insured mortgage, this policy interest or the lien of the insured mortgage, as p shall continue in force as of Date of Policy in favor insured; and the Company may take any appro- dens and ss shall transfer and assign said indebted- shall such insured who acquires all or any part of the priate action, whether or not it shall be liable Hess and the mortgage and any collateral securing estate or interest in the land described in Schedule under the terms of this policy, and shall not the same to the Company upon payment therefor A by foreclosure, trustee's sale, conveyance in lieu thereby concede liability or waive any provision of as herein provided. Upon such pffer being made by of foreclosure, or other legal manner which dis- this policy. the Company, all liability and obligations of the charges the lien of the insured mortgage, and if Company hereunder to the owner of the indebted- such insured is a corporation, its transferee of the (d) Whenever the Company shall have brought ness secured by said insured mortgage, other than estate or interest so acquired, provided the trans- any action or interposed a defense as required or the obligation to purchase said indebtedness pur- ferec is the parent or wholly owned subsidiary of permitted may the provisions such of litigation policy, to final suant to this paragraph,are terminated. such insured; and in favor is any governmental determination by a court of competent jurisdiction 6. DETERMINATION AND PAYMENT OF LOSS agency or instrumentality which acquires all or any and expressly reserves the right, in its sole discre- part of the estate or interest pursuant to a contract lion, to appeal from any adverse judgment or (a) The liability of the Company under this of insurance or guaranty insuring or guaranteeing order. policy shall in no case exceed the least of: the indebtedness secured by the insured montage. (i) the actual loss of the insured claimant;or After any such acquisition the amount of insurance (e) In all cases where this policy permits or requires the Company to prosecute o provide f ii the amount of insurance stated in Schedule 'v q P Y r or hereunder, exclusive of costs attorneys' fees and P P Y the defense of any action or proceeding, the A, or, if applicable, the amount of insurance as expenses which P s }u h the Company�may be obligated ated to B P Y Y p insured hereunder shall secure to the Company an the defined 1n paragraph 2(a)hereof;or pay,shall not exceed the least of: P Y (i) the amount of insurance stated in Schedule right to so prosecute or provide defense in such (iii) if this policy insures the owner of the Ac action or proceeding, and all appeals therein, and indebtedness secured by the insured mortgage,and (ii) the amount of the unpaid principal of the permit the Company to use,at its option, the name provided said owner is the insured claimant, the indebtedness plus interest therein,principal determined of of such insured for such purpose. Whenever amount of the unpaid principal of said indebted- under paragraph interest hereof, expenses fore- requested by the Company, such insured shall give ness, plus interest thereon, provided such amount closure and amounts advanced to protect the lien the Company, at the Company's expense, all shall not include any additional principal indebted- closure the insured mortgage and secured by said reasonable aid (I)in any such action or proceeding ness created subsequent to Date of Policy, except insured mortgage at the time and secured n of such to effecting settlement, securing evidence, obtain- as to amounts advanced to protect the lien of the estate or interest in the land;or ing witnesses, or prosecuting or defending such insured mortgage and secured thereby. ` > i w (b) The Company will pay, in addition to any 9. LIABILITY NONCUMULATIVE Company. If requested by the Company, the loss insured against by this policy, all costs insured shall execute any and all documents to imposed upon an insured in litigation carried on by It is expressly understood that the amount of evidence the within subrogation. If the payment the Compa ry for such insured, and all costs, insurance under this policy, as to the insured does not cover the loss of such insured claimant, attorneys' fees and expenses in litigation carried on owner of the estate or interest covered by this the Company shall be subrogated to such rights by such insured with the written authorization of policy, shall be reduced by any amount the and remedies in the proportion which said pay- the Company. Company may pay under any policy insuring(a)a ment bears to the amount of said loss, but such mortgage shown or referred to in Schedule B subrogation shall be in subordination to an insured (c) When the amount of loss or damage has hereof which is a lien on the estate or interest mortgage. If loss should result from any act of such been definitely fixed in accordance with the covered by this policy, or (b)a mortgage hereafter insured claimant, such act shall not void this conditions of this policy, the loss or damage shall executed by an insured which is a charge or lien on policy, but the Company, in that event,shall as to be payable within 30 days thereafter. the estate or interest described or referred to in such insured claimant be required to pay only that 7. LIMITATION OF LIABILITY Schedule A, and the amount so paid shall be part of any losses insured against hereunder which deemed a payment under this policy. The Com- shall exceed the amount, if any, lost to the No claim shall arise or be maintainable under pany shall have the option to apply to the payment Company by reason of the impairment of the right this policy (a) if the Company, after having of any such mortgage any amount that otherwise of subrogation. received notice of an alleged defect, lien or would be payable hereunder to the insured owner encumbrance insured against hereunder, by litiga- of the estate or interest covered by this policy and 11. LIABI LITY LIMITED TO THIS POLICY tion or otherwise, removes such defect, lien or the amount so paid shall be deemed a payment This instrument together with all endorsements encumbrance or establishes the title, or the lien of under this policy to said insured owner. and other instruments, if any, attached hereto by the insured mortgage, as insured, within a reason- The provisions of this paragraph 9 shall not the Company is the entire able time after receipt of such notice; (b) in the P P g P P i policy and contract event of litigation until there has been a final apply to an owner of the indebtedness secured by between the insured and the Company. the insured mortgage, determination by a court of competent jurisdic- unless such insured acquires Any claim of loss or damage, whether or not lion, and disposition of all appeals therefrom, title to said estate or interest in satisfaction of said based on negligence, and which arises out of the adverse to the title or to the lien of the insured indebtedness or any part thereof. status of the lien of the insured mortgage or of the mortgage, as insured, as provided in paragraph 3 title to the estate or interest covered hereby, or hereof; or (c) for liability voluntarily admitted or 10. SUBROGATION UPON PAYMENT OR SET. any action asserting such claim, shall be restricted assumed by an insured without prior written TLEMENT to the provisions and conditions and stipulations of consent of the Company. this policy. Whenever the Company shall have paid or settled a claim under this policy, all right of No amendment of or endorsement to this ` S. REDUCTION OF INSURANCE; TERMIN- subrogation shall vest in the Company unaffected Policy can be made except by writing endorsed by any act of the insured claimant,except that the hereon or attached hereto signed by either the ATION OF LIABILITY owner of the indebtedness secured by the insured President, a Vice President, the Secretary, an e All payments under this policy, except pay- mortgage may releaseasubstitute the personal Assistant Secretary, or validating officer or auth- orment made for costs, attorneys'fees and expenses, liability of any debtor or guarantor, or extend or orized signatory of the Company. shall reduce the amount of the insurance pro tanto; otherwise modify the terms of payment,or release No payment shall be made without producing provided, however, if the owner of the indebted- a portion of the estate or interest from the Lien of this policy for endorsement of such payment ness secured by the insured mortgage is an insured the insured mortgage, or release any collateral unless the policy be lost or destroyed, in which hereunder, then such payments, prior to the security for the indebtedness, provided such act case proof of such loss or destruction shall be acquisition of title to said estate or interest as occurs prior to receipt of such insured of notice of furnished to the satisfaction of the Company. provided in paragraph 2(a)of these Conditions and any claim of title or interest adverse to the title to Stipulations,shall not reduce pro tanto the amount the estate or interest or the priority of the lien of 12• NOTICES,WHERE SENT of the insurance afforded hereunder as to any such the insured mortgage and does not result in any All notices required to be given the Company insured, except to the extent that such payments loss of priority of the lien of the insured mortgage. and any statement in writing required to be reduce the amount of the indebtedness secured by The Company shall be subrogated to and be furnished the Company shall be addressed to it such mortgage. entitled to all rights and remedies which such at the office which issued this policy or to its Payment in full by any person or voluntary insured claimant would h ve had against any Home Office, Minneapolis, Minnesota. satisfaction or release of the insured mortgage shall person or property in respect to such claim had terminate all liability of the Company to an this policy not been issued, and the Company is 13. THE CHARGE SPECIFIED IN SCHEDULE A insured owner of the indebtedness secured by the hereby authorized and empowered to sue, com- IS THE ENTIRE CHARGE FOR TITLE insured mortgage,except as provided in paragraph promise or settle in its name or in the name of the SEARCH, TITLE EXAMINATION AND 2(a)hereof. insured to the full extent of the loss sustained by TITLE INSURANCE. SEQUOIAS EA. _MENT EXCHANGE - V� )Y HILL OSP Spring Ridge \ LLC WHO \ i \ APN:076-340-060 F'o �o/a Rod J \ Smote Road VM05 �f • NCPHS Property X. , APN:079-200-030 District Land Windy Hill ' Open Space \gory t Preserve APN:076-340-100 Reservoirs Pf 1 ®,;Water Tahk Ck d_ LOWER-SPRING o 9Rid0 _- .eVail Feet •. 0 185 370 740 c�o,orcnsw✓�mr_�mts.ow�..1..a.�w,.erwi_s•a.er tnu._e,nronN ecP�s m.aoa EXHIBIT H - WATER TANK AND RESERVOIR MAP Regional Open Sp..ce R-04-131 Meeting04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 CELEBRATING 30 TEARS OF OPEN SPACE PRESEkVAI ION AGENDA ITEM 7 AGENDA ITEM Proposed Exchange of Real Property in the Redwood Park Subdivision Area of Purisima Creek Redwoods Open Space Preserve(San Mateo County Assessor's Parcel umbers 067-186-180, 067-175-060, 067-175- f 010,067-174-120, 067-174-010,067-172-0 - -01 and 067-12 -130 nds of Stienstra et al.) GENERAL MANAGER'S RECOMMENDATIONS I. 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 the President of the Board to execute an Agreement to Exchange Interests in Real Property with Bruce R. Stienstra et al., San Mateo County Assessor's Parcel Number 067-185-330, in exchange for acceptance of San Mateo County Assessor's Parcel Numbers 067-186-180, 067-175-060, 067-175-010,067-174-120,067-174-010, 067-172-020, 067- 172-010 and 067-122-130 for land adjacent to Purisima Creek Redwoods Open Space Preserve. 3. Tentatively adopt the Amended Use and Management Plan recommendations contained in this report, including naming the property as an addition to the Purisima Creek Redwoods Open Space Preserve. 4. Indicate your intention to dedicate those parcels located within the designated dedication area as public open space. Withhold from dedication those parcels located outside the designated dedication area. DESCRIPTION(see attached maps Over the years, the District has been acquiring,mainly through gift or tax sale, "paper"lots in the Redwood Park Subdivision adjacent to Purisima Creek Redwoods Open Space Preserve. Peninsula Open Space Trust (POST)has also solicited gifts and donated lots in this"paper"subdivision to the District. This proposed exchange gives the District the opportunity to purchase additional parcels. The District currently owns approximately 83.87 acres(over 1,500 lots)of the 190-acre subdivision tract;the remaining portions of the subdivision are privately owned. Many of the privately owned lots are undeveloped, and most of the District-owned lots were received from San Mateo County. The developed area of the subdivision occurs easterly of the"dedication line,"that being the original reasoning for the demarcation. Accordingly,the area designated as the"Preserve boundary"isolates the westerly undeveloped 140-acre area from the easterly developed 50-acre area. This arbitrary boundary line was adopted as the District's demarcation between dedicated and undedicated land, in accordance with the agreement with San Mateo County. The proposed exchange involves eight parcels privately owned by Bruce and Cathy Stienstra and John Veneman. The eight parcels comprise nine lots that, combined,total seven tenths(0.7)of an acre. All but two of the eight privately owned parcels are located within the designated dedication area. A significant lot for District ownership is on Ridge Road in the area that is now the entry point to the Preserve. A second lot is located along the southern boundary of the developed area adjacent to the Preserve boundary. 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-6gi-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton t i R-04-131 Page 2 As part of this proposed exchange,the District would grant one parcel(3 lots)to Bruce and Cathy Stienstra. John Veneman,the other partial owner of the exchange parcels,will receive a payment of$5,000 cash rather than land in the exchange. The District's exchange parcel totals approximately 0.17 acres, and is located in the developed area adjacent the Stienstra residence. The parcel is not adjacent to any other District land and is difficult to access. The proposed exchange will result in a net gain in land area to the District of approximately 0.53 acres. The addition of these parcels will bring District ownership in the Redwood Park"paper"subdivision up to approximately 84.4 acres. Therefore, staff recommends that you indicate your intention to dedicate six parcels(0.50 acres) as public open space within the Preserve boundary, and withhold from dedication two parcels(.19 acres)within the developed area. All these parcels add to, and help round out, the District's land ownership pattern in the Redwood Park subdivision. The addition of these parcels,combined with the Peninsula Open Space Trust and McKay Redwood Park gift parcels (totaling approximately 1.15 acres and also on this Agenda),will bring District ownership in the"paper"Redwood Park Subdivision up to 85.55 acres. USE AND MANAGEMENT PLAN Planning Considerations These properties are located in an unincorporated area of San Mateo County,within existing District boundaries. All of these lots are part of the Redwood Park subdivision, and are generally located within the Kings Mountain area of the Santa Cruz Mountains. The primary access is off Skyline Boulevard to the west, connecting with Ridge Road along the southerly boundary of this "paper" subdivision. All of the parcels the District would acquire in this exchange adjoin or are surrounded by existing District lands. The parcels received a low to medium rating for suitability as open space in the District's master plan. Preliminary Use and Management Plan Recommendations Dedication: Indicate your intention to dedicate those parcels located within the designated dedication area as public open space. Withhold from dedication those parcels located outside the designated dedication area. Name: Name the property as an addition to the Purisima Creek Redwoods Open Space Preserve. Si s: Install Preserve boundary signs s where appropriate. Public Safety Review: There are no known hazards. Site Emphasis Designation: Conservation Management Unit(CMU); limited public access at this time. CEQA Determination It has been concluded that this project will not have a significant effect on the environment. It is categorically exempt from CE A California Environmental Quality Act under Article 19 Sections 15316, g Y P Q ( Q h' ) 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. Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. I R-04-131 Page 3 This acquisition qualifies 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. i TERMS AND CONDITIONS The proposed exchange agreement involves the District gaining ownership of eight parcels(9 lots)totaling 0.7 acres in exchange for the District conveying one parcel (3 lots)totaling 0.17 acres to the Stienstras. In addition,the District shall pay$5,000 to John Veneman for the Ridge Road parcel (0.12 acres). Excluding the Ridge Road parcel, the land(0.58 acres)being received and conveyed(0.17 acres)by the District through this exchange agreement is greater than 3 to 1 ratio. Including the Ridge Road parcel,the exchange results in a ratio of greater than 4 to I. The District typically receives donations of Redwood Park parcels; however, due to the large ratio of land being exchanged to the District,the$5,000 cash payment is considered to be fair and reasonable in this market area. In accordance with District practice,the granting of rights to non-dedicated District lands requires at least an equal exchange of value. This exchange of value will be accomplished through the District's acquisition of the Stienstra/Veneman property and District payment of$5,000. District staff has determined that this exchange is of equal or greater value to the District. BUDGET CONSIDERATIONS 2004-2005 Budget for Land Acquisition New Land $15,000,000 New Land Purchased this year 1,128,951 Stienstra et al. exchange (5,000) Guadalupe Land Co. proposed earlier in this agenda (3,460,000) Davidson et al. Property proposed earlier in this agenda (500,000) Keyani Property proposed earlier in this agenda (550,000) Hayes Property proposed earlier in this agenda (950,000) Land Acquisition Budget Remaining $g•40G�,942 Controller M. Foster was consulted on this proposed acquisition and has indicated that,considering cash flow and account balances, funds are available for this property purchase. PUBLIC NOTIFICATION Property owners of land located adjacent to or surrounding the subject property and within the Redwood Park "paper"subdivision have been mailed written notices of this proposed exchange. Prepared by: Thomas W. Fischer,Land Protection Specialist Map prepared by: Matt Sagues,Planning Technician Contact Person: Thomas W. Fischer, Land Protection Specialist i RESOLUTION NO. 04- RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING AND AUTHORIZING ACCEPTANCE OF THE AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY,AUTHORIZING THE PRESIDENT OF THE BOARD OR OTHER APPROPRIATE OFFICER TO EXECUTE GRANT DEED,AND AUTHORIZING OFFICER OR GENERAL MANAGER TO EXECUTE CERTIFICATES OF ACCEPTANCE OF A GRANT TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING THE TRANSACTION(PURISIMA CREEK REDWOODS OPEN SPACE PRESERVE—LANDS OF STIENSTRA ET AL.) The Board of Directors of the Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of the Midpeninsula Regional Open Space District does hereby accept the Agreement to Exchange Interests in Real Property between Bruce R. Stienstra,Cathy L. Stienstra,John Veneman and the Midpeninsula Regional Open Space District("the Agreement"),a copy of which is attached hereto and by reference made a part hereof,and authorizes the President of the Board or appropriate officers to execute the Agreement on behalf of the District. Section Two. The President of the Board or other appropriate officer is authorized to execute a Grant Deed conveying the District's real property interests as set out in the Agreement to Bruce R. Stienstra and Cathy L. Stienstra. Section Three. The General Manager,President of the Board or other appropriate officer is authorized to execute Certificates of Acceptance of the Grant Deed conveying the seller's real property interests to the District as set out in the Agreement Section Four. The General Manager of the District is authorize t x v d o expend u to 2 500 to cover the cost of title g P P insurance,escrow fees and other miscellaneous costs related to this transaction. Section Five. The General Manager of the District shall cause to be given appropriate notice of acceptance. The g gp General Manager and General Counsel are authorized to execute any and all other documents necessary or appropriate to the closing of the transaction approved in this Resolution. The General Manager and General Counsel are further authorized to approve minor,or technical revisions to the attached Agreement and related documents that do not involve any material change to any terms of the Agreement or documents as are necessary or appropriate to the closing or implementation of 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$5,000 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. * * * * * * * * * * * * * * * * I Proposed Redwood Park Subdivision Exchange Purisima Creek Redwoods Open Space Preserve N Feet 0 125 250 500 750 1,000 MROSD Exchange Parcel Go Stienstra et al.Exchange Parcels MROSD L HUCKLEBERH� L AVEFzuE i i 7`= P NIIE 1 � r AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY This AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY(hereinafter, "Agreement")is made by and between the Midpeninsula Regional Open Space District, a California special district (hereinafter"District")and Bruce R. Stienstra,Cathy L. Stienstra and John Veneman, as joint tenants (hereinafter"STIENSTRA"). RECITAL Park Subdivision, WHEREAS,District owns certain real property located in the Redwood County of San Mateo,known as San Mateo County Assessor Parcel Number 067-185-330 and known as Lots 6,7 and 8 of Block 7 of the Redwood Park Subdivision. Said property is further described in the Legal Description attached to Preliminary Report Number 0360003662 from Old Republic Title Company. A copy of said Preliminary Report is attached hereto as Exhibit"Al",and incorporated herein by this reference. All of said real property and appurtenances shall hereinafter be called the"District Land"; and WHEREAS, STIENSTRA owns certain real property located in the Redwood Park Subdivision, County of San Mateo,commonly known as San Mateo County Assessor Parcel Numbers 067-122-130, 067-172-010,067-172-020,067-174-010,067-174-120,067-175-010, 067-175-060, and 067-186-180 commonly known as Lots 49 and 50 of Block 31,Lot 7 and 8 of Block 26,Lot 50, 70 and 83 of Block 14, Lot I and 7 of Block 19 of the Redwood Park Subdivision. Said property is further described in the Legal Description attached to Preliminary Report Number 0360003663 from Old Republic Title Company. A copy of said Preliminary Report is attached hereto as Exhibit"AT',and incorporated herein by this reference. All of said real property and appurtenances shall hereinafter be called the "Stienstra Land"; and WHEREAS, STIENSTRA,desires to exchange ownership of a portion of the Stienstra Land consisting of San Mateo County Assessor Parcel Numbers 067-122-130,067-172-010,067-172-020,067- 174-010,067-175-010, 067-175-060, and 067-186-180 for ownership by Bruce R. Stienstra,and Cathy L. Stienstra of the District Land; and Land WHEREAS,District desires to purchase from STIENSTRA ownership of the STIENSTRA known as San Mateo County Assessor Parcel Number 067-174-120. WHEREAS,STIENSTRA and District desire to exchange and transfer certain real property rights as set forth in this Agreement;and WHEREAS,District has determined that said exchange of interests in Stienstra Land is of equal or greater value compared to District Land,and that the long terra preservation of open space at Purisima Creek Redwoods Open Space Preserve would be greatly enhanced and secured by such exchange;and WHEREAS,said exchange has been determined to be in accordance with the District's enabling legislation set out at Section 5500 et seq. of the Public Resources Code of the State of California. NOW THEREFORE,for good and valuable consideration,the receipt and adequacy of which all acknowledged,it is mutually agreed and understood as follows: 1. EXCHANGE OF FEE TITLE A. District hereby grants to Bruce R. Stienstra and Cathy L. Stienstra fee title to the District Land. Such title shall be conveyed by a grant deed in the form set forth in Exhibit"B" attached hereto and incorporated by this reference(hereafter"District Grant Deed 7). Page 1 B. STIENSTRA hereby grants to District fee title to the Stienstra Land. Such title shall be conveyed by a grant deed in the form set forth in Exhibit"C"attached hereto and incorporated by this reference(hereafter"Stienstra Grant Deed"). 2. CONSIDERATION. In further consideration for STIENSTRA granting to District the STIENSTRA Land,the District shall pay John Veneman Five Thousand and no/100 Dollars ($5,000.00)that shall be paid in cash at the"Closing"as defined in Section 3 hereof. 3. ESCROW. Promptly upon full execution of this Agreement,an escrow shall be opened at Old Republic Title Company, 601 Allerton Street,Redwood City,CA, 94063,(650) 365-8080(Escrow numbers: 0360003662 and 0360003663)or other title company acceptable to District and STIENSTRA (hereinafter"Escrow Holder")through which the purchase and sale of the District Land and Stienstra Land 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 sixty(60)days following the District's President of the Board of Directors execution of this Agreement, 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 Deeds(as defined below)to be recorded in the Office of the County Recorder of San Mateo County. escrow period, execute an and all STIENST RA and Distric t shall during the s B. , Y g P documents and perform an and all acts reasonablynecessary or appropriate to consummate the purchase Y �'Y PP and sale pursuant to the terms of this Agreement. C. District shall deposit into the escrow, on or before the Closing: (i) A fully executed and recordable copy of the District Grant Deed("Exhibit B"). ( } e required The Certificate of Acceptance for the Stienstra Grant Deed,duly executed by District and to be dated as of the Closing; (iii) District's check payable to Escrow Holder in the amount of Five Thousand and no/100 Dollars($5,000.00)which is the further consideration for conveyance of the Stienstra Land(San Mateo County Assessor's Parcel Number 067-174-120)as specified in Section 2 hereof. D. STIENSTRA shall deposit into the escrow on or before the Closing a fully executed and recordable copy of the Stienstra Grant Deed(Exhibit"C"). E. District shall pay the escrow fees. The CLTA Standard Policy of Title Insurance, if required by either party, and all recording costs and fees,shall be paid by the party requiring the policy. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated to District. All current property taxes on the District Land and Stienstra Land shall be pro-rated through escrow between District and STIENSTRA as of the Closing based upon the latest available tax information using the customary escrow procedures. Page 2 i F. Old Republic Title Company,or other title company acceptable to District and STIENSTRA, shall 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$25,000.00 for the Stienstra.Land showing title to the Stienstra Land vested in fee simple in District, subject only to: (i) current real property taxes,(ii) 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 Deeds and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of San Mateo County. Upon the Closing, Escrow Holder shall cause to be delivered to District and STIENSTRA the original of the respective policy of title insurance required herein, and to John Veneman Escrow Holder's check for Five Thousand Dollars($5,000.00), and to District or STIENSTRA,as the case may be,all other documents or instruments which are to be delivered to them. In the event the escrow terminates as provided herein,Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same. 4. RIGHTS AND LIABILITIES OF THE PARTIES IN THE EVENT OF TERMINATION. In the event this Agreement is terminated and escrow is 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. 5. LEASES OR OCCUPANCY OF PREMISES. STIENSTRA warrants that there exist no oral or written leases or rental agreements affecting all or any portion of the Stienstra.Land. STIENSTRA 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. STIENSTRA understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation of any Grant Deed(s). STIENSTRA,warrants that there exist no oral or written leases or rental agreements affecting all or any portion of the Stienstra Land. 6. REPRESENTATIONS AND WARRANTIES. For the purpose of consummating this exchange of interests in real property in accordance herewith,STIENSTRA.and District,collectively referred to as the"Parties",make the following representations and warranties, each of which is material, are being relied upon by the Parties,and shall survive the recording of the grant deeds being exchanged and conveyed herein. A. Authori . The Parties have the full right,power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. B. Valid and Binding Agreements. This Agreement and all other documents delivered by the Parties have been or will be duly authorized and executed and delivered by the Parties and are legal,valid and binding obligations of the Parties to complete this exchange and conveyance of real property. C. Good Title. The Parties have and at each and every Closing under this Agreement shall have good,marketable and indefeasible fee simple title to the real property interests being conveyed hereunder,free and clear of all liens and encumbrances except as defined in the Page 3 II li i I PreliminaryReports for each roe attached hereto as Exhibits A 1 and A2 and the Parties shall forever P property rtY indemnify and defend the other Party from and against any claims made by any third party which are based upon any inaccuracy in the foregoing representations. 7. INTEGRITY OF PROPERTY. Except as otherwise provided herein or by express written permission granted by the other Party,District and STIENSTRA shall not,between the time of either Party's execution hereof and the close of escrow,cause or allow any physical changes on the Party's Land. 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 Party's Land. 8. PAYMENT OF FEES. All processing,legal,engineering, surveying,recording,title insurance and other fees incurred by either Party pursuant to this Agreement, if any, shall be paid by the respective Party incurring the expense. 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.). The term"Property"refers to both the District Land and the Stienstra Land. B. Representations and Warranties. For the purpose of consummating the exchange of interests contemplated in this Agreement,District and Stienstra make the following representations to the other Party,which shall survive close of escrow, each of which is material and is being relied upon by the Party. All of these representations and warranties are made to the best of the 's current knowledge without further investigation. Party g (i) To the best of Party's knowledge,the Property does not contain and has not previously reviousl 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 either Party undertaken,permitted,authorized or suffered an of the foregoing; unde ,p y g g, ii To the best of Party's knowledge,either P has not received an notice ( ) rh' g , �'h' Y and either Party 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 either Party received any communication from any such person or governmental agency or authority concerning any such matters. I Page 4 C. Indemnity. Each Party shall indemnify,defend and hold harmless the other Party from and against and all claims, liabilities, losses,damages,and costs incurred or suffered by either Party, including without limitation,attorney, engineering and other professional or expert fees,to the extent arising from any breach of the representations and warranties contained in this Section 9. 10. MISCELLANEOUS PROVISIONS. A. Choice of Law. The internal laws of the State of California,regardless of any choice of law principles, shall govern the validity of this Agreement,the construction of its terms and the interpretation of the rights and duties of the Parties. B. Amendment. The Parties hereto may, solely by mutual written agreement, amend this Agreement in any respect. C. Rights Cumulative. Each and all of the various rights,powers and remedies of the Parties shall be considered to be cumulative with and in addition to any other rights,powers and remedies which the Parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right,power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,power or remedy available to such Party. D. Notice. 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 and addressed as indicated as follows: STIENSTRA: Bruce R. Stienstra and Cathy L. Stienstra 235 Ridge Road Woodside, CA 94062 TEL: 650-222-6057 John Veneman 11447 Madrone Court Auburn,CA 95602 TEL: (530)268-4656 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022-1404 Attn: General Manager TEL: (650)691-1200 FAX: (650)691-0485 If sent by telegraph,facsimile copy or cable,a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail(in the manner provided above)to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third(3rd)business day after the date of mailing,whichever is earlier in time. Either Party hereto may from time to time,by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained Page 5 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 requirements provided in this Section. E. Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction,the decision of which is binding upon the parties,the Parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The Parties further agree to use their best efforts to replace such void or unenforceable provisions which will achieve,to the extent possible, the economic,business and other purposes of the void or unenforceable provisions. F. Counterparts. This Agreement may be executed in separate counterparts,each of which shall be deemed as an original,and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. In the event of any disparity between the counterparts produced,the recorded counterpart shall be controlling. G. 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. H. Entire Agreement. This Agreement is intended by the Parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the Parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence,conversations,negotiations,agreements or understandings relating to the same subject matter. I. Time of the Essence. Time is of the essence of each provision of this Agreement in which time is an element. J. Survival of Covenants. All covenants of District or Stienstra,which are expressly intended hereunder to be performed in whole or in part after the Closing,and all representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. K. Assigment. 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. L. Further Documents and Acts. Each of the Parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. M. Broker's Commission. District and Stienstra shall not be responsible for any real estate commission or other related costs or fees in this transaction. Each Party agrees to and does hereby indemnify and hold the other Party 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 the other Party in connection with this transaction. Page 6 N. 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. O. Pronouns and Gender. 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. P. Inconsistencies. In the event of any inconsistencies between the provisions of this Agreement and the terms of the various documents set forth in Exhibits A through C,inclusive, the terms of the latter shall prevail. 11. ACCEPTANCE. Provided that this Agreement is executed by STIENSTRA and delivered to District on or before December 2,2004, District shall have until midnight December 15, 2004 to accept and execute this Agreement,and during said period this instrument shall constitute an irrevocable offer by STIENSTRA to exchange its fee interest in the Stienstra Property with the 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 Agreement by District. IN WITNESS WHEREOF,the Parties have executed this agreement below on the day and year shown therewith. IIl Page 7 Bruce R. Stienstra,Cathy L. Stienstra and John Veneman, as joint tenants; Bruce R. Stienstra as joint tenant and as an individual. ("STIENSTRA"): 0 By: Date: Bruce R Stienstra By: Date: Cathy "Stienstrl By: Date: John Veneman MIDPENINSULA REGIONAL OPEN SPACE DISTRICT("District"): Recommended for Acceptance: By: Date: Michael C. Williams Real Property Manager Approved as to Form: By: Date: Susan M. Schectm_ an General Co sel Recomme ed for Appoval: By: Date: r L. Craig Britton General Manager Approved and Accepted: By: Date: President, Board of Directors Attest: By: Date: Sally Thielfoldt,District Clerk List of Attachments Exhibit Al —Preliminary Report—District Land Exhibit A2—Preliminary Report—Stienstra Land Exhibit B—District Grant Deed to Stienstra Exhibit C—Stienstra Grant Deed to District Page 8 EXHIBIT Al Preliminary Report District Land I * OLD RL_ JBLIC TITLE COMPANY 601 ALLERTON STREET • REDWOOD CITY,CA • 94063 • (650)365-BOBO Fax:(650)365-9524 PRELIMINARY REPORT Issued for the sole use of: Our Order No. 0360003662 MID PENINSULA. REGIONAL OPEN SPACE DISTRICT 330 DISTEL CIRCLE Reference LOS ALTOS, California 94022 Attention: Tom Fischer When Replying Please Contact: Susan Goulet (650) 365-8080 Property Address: 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 fort 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 P and the i exce tons and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to rovide ou with notice of matters which are not covered under the terms o i y f the title insurance policy and should be carefully considered. p It is important to note p 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 titl e insurance a P Binde r or P cY Commitment should be requested. Dated as of August 30th ,2004 , at 7:30 A.M. OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 4 Pages ORT 3157-A(Rev. 5/1/00) OLD REPUBLIC TITLE COMPANY ORDER NO. 0360003662 The form of policy of title insurance contemplated by this report is: 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. Tide to said estate or interest at the date hereof is vested in: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district Page 2 of 4 Pages ORT 3157-A1 (Rev 1-1-95) i, OLD REPUBLIC TITLE COMPANY ORDER NO. 0360003662 The land referred to in this Report is situated in the County of San Mateo , in the unincorporated area, State of California, and is described as follows: PARCEL ONE: LOT 8, BLOCK 7, as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO. 1, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on October 19th, 1908 in Volume 6 of Maps, at Page 46 . PARCEL TWO: LOTS 6 and 7, BLOCK 7, as delineated upon that certain Map entitled"MAP OF REDWOOD PARK SUBDIVISION NO. 3, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on December 21st, 1906 in Volume 6 of Maps, at Page 52. A.P.N. 067-185-330 J.P.N. 067-018-185-03 & 04 Atthe 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 2004-2005 as follows: Assessor's Parcel No. 067-185-330 Code No. 87-043 1st Installment $ 0.00 NO TAX DUE 2nd Installment $ 0.00 NO TAX DUE Land $ 0.00 Imp. Value $ 0.00 P.P. Value $ 0.00 Exemption : $ 0.00 pursuant to the provisions 2. The lien of supplemental taxes, if any, assessedp p of Section 75, et seq. , of the Revenue and Taxation Code of the State of California. Page 3 of 4 Pages ORT 3157-B OLD REPUBLIC TITLE COMPANY ORDER NO. 0360003662 3. NOTICE OF MERGER pursuant to government code section 66451.19 stating that the herein described property constitutes 1 lot executed by San Mateo County and recorded 4-18-85 in Official Records, under Recorder's Serial Number 85037215. Said matters affect Parcel Two. -------------------- Informational Notes -------------------- 1. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of two years prior to the date hereof except as follows: NONE 2. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 2.1. 3 . Short Term Rate (11STR11) does not apply. 4. Information shown by the public records and/or The San Mateo County Tax Rolls indicates the mailing address of the vestee(s) herein to be: 330 Distel Cir, Los Altos, CA 94022. (map) (plant) JT/kt CC: 3 MID PENINSULA REGIONAL OPEN SPACE DISTRICT, 330 DISTEL CIRCLE, LOS ALTOS, CA 94022, Attn: Tom Fischer Page 4 of 4 Pages ORT 3157-E Exhibit � J&MEO8IC&^ 'AND TITLE ASSOCIATION LOAN. ~DCY(1'17'92) AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY(2-X7-92) ' EXCLUSIONS FROM COVERAGE � 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 arise by reason of: l. (a) Any law, ordinancegovernmental regulation (including but not limited to building and zoning |avm ordinances or dimensions or location of any improvement now or hereafter erected on the 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 protection, 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 defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use or enjoyment of the land; (ii) the character, (b) Any governmental police power not excluded by to the extant that a notice of the exercise thereof or a nodceofo defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded inthe / public records at Date cfPolicy. | %. �� �� ofeminer¢domainun|eanodceoftheexencisethereufhasbeenxeconded \ntheoubUc /econdsatDatenfPcJiq\ butnot ! Rights from coverage any tok�Q which has occurred prior to Date of Policy which would be binding on the rights of a purchasarforva|uevv\t6outkncwv/--"-e6�e | ' / 3. Defects, liens,encumbrances, adverse claims or other matters. / (a)created, suffered, assumed or agreed to6v the insured claimant; � � not known to the Company, not recorded in the public records at Date ofPn|\ but knov/n to the insured claimant and not �disclosed in writing Uu the Company 6v the insured claimant prior to the date the insured claimant became an insured under this � policy; � (c) resulting}nno loss or damage to the insured claimant; � (d) atachin0 or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the � insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to � assessments for street im improvements under or a�D�enfPo|kr' ' or Yu �' � � (e) resulting in lossor damage which would not have been sustained if the \nsuna6 claimant had paid value for the insured � � mortgage. � � 4. ' ---enh� b|| of the lien of the insured because of the inabilityfailureof the insured OaUa of PPolicy, orthe � � 6Udv or tail�ne of any subsequent owner oft� ~|ndebtedness, to comply with applicable doing business |avm of the state in � � which the land is situated. � � O. Invalidity or unenforceabiNx of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced � by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 0. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over mortgage)lien of the insured mo �a� arising from an improvement or vvork related to the land which is contracted for and commenced subsequent ho Date tfPo|i and is not 0nancedinvvho|eor \npa�6v proceeds of the indebtedness secured 6vthe insured mo�@a0ev�hichat Date ofPoUcy�the insured has advanced oris obligated Uuadvance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, 6v reason of the openodonoffederal bankruptcy,ss�einsolvency, or similar crediton' rights laws,tha�isbased on: ' � (i)the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a)todme}v record the ingzumentcfUans�'r,or (b) of such 'recordation to impart notice toa purchaser for value ora judgment or lien creditor. The above policy forms may be issued to afford either Standard [overage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: / / � EXCEPTIONS FROM COVERAGI This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of- 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 by making inquiry of persons in possession thereof. 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 the 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 or not the matters excepted under(a), (b)or(c) are shown by the public records. MAY 7, 2001 OLD REPUBLIC TITLE COMPANY I Privacy Policy Notice I i PURPOSE OF THIS NOTICE I Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. in compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Old Republic Title Company. We may collect nonpublic personal information about you from the following sources: Information we receive from you such as on applications or other forms. Information about your transactions we secure from our files,or from [our affiliates orb others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction,such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements. Financial service providers such as companies engaged in banking, consumer finance,securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. I I i offr 287-C 5/07/01 I OD 1AX coijt,aZOVNlaaQLON10-1100 ao NOISIAloons-Ivaoi IdtW/VV woo lON Ad1N S-l30HVd 'NMOHS VIVU 31-11 jkZ kil a0 ❑3Wnssv SI Ej 7- 0 o Alll18VI-1 ON 'A-lNO S3SOdUnd 30N3H3d3 '9 ��S� o !tM.5IHJ Z?4ko, oa) s ^ r t8 t— � J 1 CREEK TRAIL } "s°a• Q �d N 9 M/0 I' O 7O sdf S� Cp ob O 17. viSa� (D Pp `�`' .. z1 rase• Q�.� �. PARCEL / c Ck �1 £ MADRONE * © cm. t9. TRA/L a ] a �• ra.rs•/ rs1 1 . 1 - 11, !9 - - " • r ° PARCEL r L Fs' ,�.� J/ �"�"�+ /'n /OC y y• lZ6A�•2_ �a.7ss'] 'o I t8 I 1 �w^ "1 is• ^p.�Y 'rc�s m,. 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I 1 1 I I I I J/ I MANZAN/TA AVE. ` � 5O 6� 7 29 O ® 1': /62(J0 .. 2! ®©3 4 5o �O =: .•Rp_ �,,,_. �a h � I I 1 I I I I I Iq • I .. �I I a� sar•jr's9 r'. Ia I 25 I 26 n Z 7 _ed I rD I 30 131 321 JJ J4 JS i 36 371 36 1.11 40 14/142 u 44 46I 146 147 46 49 50 5/I Sz 53 S4 1 551 56 157 S6 59 6O 161 16r 6]1 64 165 166 1 67 6d I 69` .lS17' Mo)E: RS/�euY Of:u,.E APARCEL MAP VOL 49180 Z�S REDWOOD PARK NO. / RSM 6146 - ---• Z�SPARCEL MAP VOL 56/93 ZL REDWOOD PARK NO.3 A RESUS. ELKS. 6 -74%14. ASSESSOR'S MAP COUNTY OF SAN AfATEO GA. IN SUB. I RSM 6/S2 140TICE This is neith/?r a plat nor a survey- �( is furnished merely a= a carTV�nr�n�e In aid you in locating the land m(ficate, ,I hereon Witt, reference to streets and 011,er lama Poo liabality is assumed by reason of any reliance hereon EXHIBIT A2 Preliminary Report Stienstra Land j i i I I i i I ** * *-jK OLD R&BLIC TITLE COMPAN1 1*1 601 ALLERTON STREET - REDWOOD CRY,CA - 94063 - (650)36"080 - Fax: (650)365-9524 CX'N` PRELIMINARY REPORT Amended Issued for the sole use of: Our Order No. 0360003663 MID PENINSULA REGIONAL OPEN SPACE DISTRICT Reference 330 DISTEL CIRCLE LOS ALTOS, California 94022 When Replying Please Contact: Attention: Tom Fischer Susan Goulet (650) 365-8080 Property Address: 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 September 16th 12004 , at 7:30 A.M. OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 7 Pages ORT 3157-A (Rev. 5/1/00) OLD REPUBLIC TITLE COMPANY ORDER NO. 0360003663 Amended 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: BRUCE R. STIENSTRA, CATHY L. STIENSTRA and JOHN VENEMAN, as Joint Tenants, as to PARCELS ONE and THREE; and BRUCE R. STIENSTRA, as to PARCEL TWO. Page 2 of 7 Pages ORT 3157-A1 (Rev 1-1-95) OLD REPUBLIC TITLE COMPANY ORDER NO. 0360003663 Amended The land referred to in this Report is situated in the County of San Mateo , in the unincorporated area, State of California,and is described as follows: PARCEL ONE: LOTS 1 AND 7, BLOCK 19, LOTS 7 AND 8, BLOCK 26, as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO. 1, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on October 19th, 1908 in Book 6 of Maps, at Page 46 . PARCEL TWO: LOTS 49 AND 50, BLOCK 31, as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO. 2, SAN MATEO COUNTY, CALIFORNIA" , filed for record in the -Office of the Recorder of the County of San Mateo, State of California, on December 7th, 1908 in Book 6 of Maps, at Page 49. PARCEL THREE: LOTS 50, 70 AND 83, BLOCK 14, as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO. 3 AND RESUBDIVISION OF BLOCKS 6, 7 AND 14 IN SUBDIVISION NO. 1, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on December 21st, 1908 in Book 6 of Maps, at Page 52. A.P.N. 067-172-010 J.P.N. 067-017-172-01 A 067-172-020 067-017-172-02 067-174-010 067-017-174-01 067-174-120 067-017-174-12 067-175-010 067-017-175-01 067-175-060 067-017-175-06 067-186-180 067-018-186-18 067-122-130 067-012-122-13 i I I I i i Page 3 of 7 Pages ORT 3157-C OLD REPUBLIC TITLE COMPANY ORDER NO. 0360003663 Amended 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 2004-2005 as follows: Assessor's Parcel No. : 067-122-130 Code No. : 87-043 1st Installment : $ 7.81 NOT Marked Paid 2nd Installment : $ 7.81 NOT Marked Paid Land : $ 482.00 Imp. Value : $ 0.00 P.P. Value : $ 0.00 Exemption : $ 0.00 2. Taxes and assessments, general and special, for the fiscal year 2004-2005 as follows: Assessor's Parcel No. : 067-172-010 Code No. : 87-043 1st Installment : $ 11.20 NOT Marked Paid 2nd Installment : $ 11.20 NOT Marked Paid Land : $ 1,121.00 Imp. Value : $ 0.00 P.P. Value . $ 0.00 Exemption : $ 0.00 3. Taxes and assessments, general and special, for the fiscal year 2004-2005 as follows: III Assessor's Parcel No. 067-172-020 Code No. 87-043 1st Installment $ 11.79 NOT Marked Paid 2nd Installment $ 11.79 NOT Marked Paid Land : $ 1,232.00 Imp. Value $ 0.00 P.P. Value $ 0.00 Exemption $ 0.00 Page 4 of 7 Pages ORT 3157-D i OLD REPUBLIC TITLE COMPANY ORDER NO. 0360003663 Amended 4. Taxes and assessments, general and special, for the fiscal year 2004-2005 as follows: Assessor's Parcel No. 067-174-010 Code No. 87-043 1st Installment $ 12.99 NOT Marked Paid 2nd Installment $ 12.99 NOT Marked Paid Land $ 1,458.00 Imp. Value $ 0.00 P.P. Value $ 0.00 Exemption $ 0.00 S. Taxes and assessments, general and special, for the fiscal year 2004-2005 as follows: Assessor's Parcel No. : 067-174-120 Code No. : 87-043 1st Installment : $ 17.17 NOT Marked Paid 2nd Installment : $ 17.17 NOT Marked Paid Land : $ 2,244.00 Imp. Value : $ 0.00 P.P. Value : $ 0.00 Exemption : $ 0.00 6. Taxes and as sessments, general and special, for P the fiscal year 2004-2005 as follows: Assessor's Parcel No. 067-175-010 Code No. 87-043 1st Installment $ 15.97 NOT Marked Paid 2nd Installment $ 15.97 NOT Marked Paid Land $ 2, 019.00 Imp. Value $ 0.00 P.P. Value $ 0.00 Exemption $ 0_Q0 I I I I I i Page 5 of 7 Pages (ART 3157-E I OLD"PUBLIC TITLE COMPANY ORDER NO. 0360003663 Amended 7. Taxes and assessments, general and special, for the fiscal year 2004-2005 as follows: Assessor's Parcel No. 067-175-060 Code No. 87-043 1st Installment $ 11.20 NOT Marked Paid 2nd Installment $ 11.20 NOT Marked Paid Land $ 1,121.00 Imp. Value $ 0.00 P.P. Value $ 0.00 Exemption $ 0.00 8. Taxes and assessments, general and special, for the fiscal year 2004-2005 as follows: Assessor's Parcel No. 067-186-180 Code No. 67-043 1st Installment $ 12.39 NOT Marked Paid 2nd Installment $ 12.39 NOT Marked Paid Land : $ 1,344.00 Imp. Value $ 0.00 P.P. Value $ 0.00 Exemption $ 0.00 9. 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. 10. The herein described property lies within the boundaries of the "Skyline County water District" as disclosed by Certificate of Completion recorded November 4th, 1975 in Book 6975 of Official Records, Page 285, and is subject to any charge, liens or taxes which are assessed. 11. Any interest of the spouse of the Vestee(s) herein and the requirement that said spouse either "quitclaim" or "join" in the execution of any and all documents affecting said land. NOTE: If quitclaiming, it is recommended that the following estoppel language be included: "It is the express intent of the grantor, being the spouse of the grantee, to convey all right, title and interest of the grantor, community or otherwise, in and to the herein described property to the grantee as his/her sole and separate property. " I Page 6 of 7 Pages ORT 3157-E II __ OLD hx-&UBLIC TITLE COMPANY ORDER NO. 0360003663 Amended -------------------- Informational Notes -------------------- 1. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of two years prior to the date hereof except as follows: NONE 2. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 2.1. 3. Short Term Rate ("STRII) does not apply. 4. Information shown by the public records and/or The San Mateo County Tax Rolls indicates the mailing address of the vestee(s) herein to be: 235 RIDGE RD, WOODSIDE, CA 94062. 5. An amendment has been made to the following: 6 parcels added to report. (map) KC/mc/jt CC: 3 MID PENINSULA REGIONAL OPEN SPACE DISTRICT, 330 DISTEL CIRCLE, LOS A.LTOS, CA 94022, Attn: Tom Fischer Page 7 of 7 Pages ORT 3157-E Exhibit A ^41IFORNIA LAND TITLE ASSOCIATION FANDARD COVERAGE POLICY-1990 EXCLUSIONS FROM COVERAGE 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 arise by reaon of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating 01 the occupancy,use,or enjoyment of the land; (if)the character,dimensions,or location of any improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensionsor area of the land or any parcel of which the land is or was a part; or(iv) environmental protection,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 defect,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 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 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 taking 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 Company 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;or (e)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 interest insured by this policy. 4. Unenforceability 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 subsequent 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 based 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 insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws. EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART 1 This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 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 which may be asserted by persons in possession thereof. 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 the 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 or not the matters excepted under(a),(b)or(c)are shown by the public records. I I I Exhibit A AMERICA- AND TITLE ASSOCIATION LOAN. .ICY(1-17-92) AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY(1-17-92) EXCLUSIONS FROM COVERAGE 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 arise by reason of. 1. (a) Any law, ordinance or governmental regulation (including but riot limited to building and zoning laws, ordinances or regulations) restricting, regulating, 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 the 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 protection, 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 defect, 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 encumbrance 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 taking 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, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company 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 (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability 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 subsequent owner of the indebtedness, to comply with 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 based upon usury or any consumer credit protection or truth in lending law. s. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy,tY c,state insolvency, or similar creditors` ri g hts laws,that is based on: (i)the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a)to timely record the instrument of transfer,or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: � � FROM � � This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of, � l. 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 ' a public agency which may resultresultin taxes or assessments, or notices of such proceedings, whether or not shown 6v the records ofsuchegencyor6vLhepu6Uc/ecords. � � 2. Any facts, rights, interests or claims which are not shown by the public records but which could baascertained byanins��on � � � the land or6v making inquiry cfpe� d onsinposse� ontbe6eoC . ' � 3. Easements, liens orencumbrances, or claims thereof,which are not shown 6v 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 bv the public records. � � 0. ($ Unpatenm*d miningda|mo; ( ) reservations or exceptions in patents or inActsaud�orizi �h i �h ��vvater rights, claims or tide to water,whether or not the matters excepted under (a), (b) or(c) are shown by the public records. � || / |� � � � \ | i MAY 7,2001 OLD REPUBLIC TITLE COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Old Republic Title Company. We may collect nonpublic personal information about you from the following sources: Information we receive from you such as on applications or other forms. information about your transactions we secure from our files,or from (our affiliates or) others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction,such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements. ) g Financial service providers such as companies engaged in banking, consumer finance,securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY j PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. I i oRT ZB7-C 5/07/01 LILAC AVE. 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I RSM 6146 2A REDWOOD PARK NO.3 d RESUS. SLK 6,7 d /4 IN SUB. NO. I RSM 6152 NOTICE This is neither a plat nor a survey. it is furnished merely as a convenience to aid you in locating the land indicated hereon with reference to streets and other land No liabality is assumed by reason of any reliance hereon i 00 n (AX CUUE AREA QO 3 OO .ro •' .• N)7•W BCkD 1 -+45)• 1• 3.y i r o � _z �. 4 e 183 I — 1 'x a3° W er 1 N r � (.V 4�• O 1 m 6 7 I�e A y I'/p CREEK TRAIL O 9b � O C UNTy +ect I I`O I O o a b -bin lRTt /6 1`� Jx)3 4!R'Jaf•P°•° ^/•63' A'r OIL tl. 0 W W.3 (D PARCEL I �' O S.,5 m ri 7 TRAIL ° 6 n tll MAORONE R PARCEL l =1' !' " J/ .•- •i / /o. ® Y /eel A' y( r2 _pi— V P 4 1 5 1 6 1 7 IS 190�O 1"// O+I$ /4 1 !7 .35 znY CEL 3' : I'S'i` O ^ y _ /O f"� /)!' - /IV. Kp� „5055 !6. ��LPGF7 d� 5�.j3 30 Op _ ia3,s J I I ol= .)s' 34.zP ycrs \�S T2z.ez y�r %3J5' 39 4 l!c IA •i( "b. 4 i. 29 R aV 4 TM fe3•IS'3a'�' 5435' l 71•lY�t az.!•re.w su .. 1 n 5 s.+r ! 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I RSM 6152 — _ _ 0.77 NOTICE This is neither a plat nor a survey. It Is furnished merely as a convenience to aid you in locating the IanCl Indicated hereon with reference to streets and other land No liabality is by reason of any reliance hereon assumed I EXHIBIT B District Grant Deed to Stienstra I WHEN RECORDED MAIL TO: Bruce R. Stienstra 235 Ridge Road Woodside, CA 94062 GRANT DEED For a Valuable Consideration, 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 Hereby GRANTS to, Bruce R. Stienstra, and Cathy L. Stienstra, as joint tenants; Bruce R. Stienstra as joint tenant and as an individual. All That Certain property situated in unincorporated area, County of San Mateo, State of California, described as follows: PARCEL ONE LOT 8, BLOCK 7,as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO.1, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on October 19th, 1908 in Volume 6 of Maps, at Page 46. PARCEL TWO LOTS 6 and 7, BLOCK 7, as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO.3, SAN MATEO COUNTY, CALIFORNIA",filed for record in the Office of the Recorder of the County of San Mateo, State of California,on December 21st, 1908 in Volume 6 of Maps, at Page 52. A.P.N. 067-185-330 J.P.N. 067-018-185-03 & 04 COUNTY OF On before me, Personally appeared G personally known to me-OR-G proved to me on the basis of satisfactory evidence (signature) STATE OF CALIFORNIA to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshehhey executed the same in hislherhheir authorized capacityGes), and that by hisfiehheir signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I WITNESS my hand and official seal. Exhibit B — District Grant to Stienstra I EXHIBIT C Stienstra Grant Deed to District 4 I I� I i i WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: M. Williams DULY RECORDED WITHOUT FEE NO TRANSFER TAX DUE Pursuant to Government Code PUBLIC AGENCY ACQUIRING TITLE, GRANT DEED Sections 6103, 27383. CALIFORNIA REVENUE AND TAXATION CODE SECTION 11922 BY: For a Valuable Consideration, receipt of which is hereby acknowledged Bruce R. Stienstra, Cathy L. Stienstra and John Veneman, as joint tenants, and Bruce R. Stienstra as an individual, Hereby GRANT to 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, All That Certain property situated in unincorporated area, County of San Mateo, State of California: Being more particularly described in Exhibit "A" as attached hereto and incorporated herein by reference APN: 067-186-180 067-175-060 067-175-010 067-174-120 067-174-010 067-172-020 067-172-010 067-122-130 COUNTY OF On before me, Personally appeared G personally known to me-OR-G proved to me on the basis of satisfactory evidence (signature) STATE OF CALIFORNIA to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshe/they executed the same inhisIherhheir authorized capacity(ies), (signature) and that by his/heritheir signature(s) g on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. (signature) WITNESS my hand and official seal Exhibit C — S tienstra Grant to District i t EXHIBIT A PARCEL ONE: LOTS 1 AND 7, BLOCK 19, LOTS 7 AND 8, BLOCK 26, as delineated upon that certain Map entitled '"MAP OF REDWOOD PARK SUBDIVISION NO. 1, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on October 19th, 1908 in Book 6 of Maps, at Page 46. PARCEL TWO: LOTS 49 AND 50, BLOCK 31, as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO. 2, SAN MATEO COUNTY, CALIFORNIA", filed for record in the -office of the Recorder of the County of San Mateo, State of California, on December 7th, 1908 in Book 6 of Maps, at Page 49. PARCEL THREE: LOTS 50, 70 AND 8a, BLOCK 14, as delineated upon that certain Map entitled "MAP OF REDWOOD PARK SUBDIVISION NO. 3 AND RESUBDIVISION OF BLOCKS 6, 7 AND 14 IN SUBDIVISION NO. 1, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on December 21st, 1908 in Book 6 of Maps, at Page 52. A.P.N. 067-172-010 { J.P.N. 067-017-172-01 A 067-172-020 067-017-172-02 067-174-010 067-017-174-01 067-174-120 067-017-174-12 067-175-010 067-017-175=01 067-175-060 067-017-175-06 067-186-180 067-018-186-18 067-122-130 067-012-122-13 I Regional Open S e � R-0 214 6 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 c,ta ,BI> A'FING 30 Yr..ARS or 0III N SPA<_F PIUSa RVAI10N AGENDA ITEM 8 AGENDA ITEM Proposed Addition of Peninsula Open Space Trust(POST)Redwood Park Gift Parcels(San Mateo County Assessor's Parcel Numbers 067-094-100, 067-139-090,067-139-180, 067-153-072 and 067-184-060)and McKay Redwood Park Gift Parcels(San Mateo County Assessor's Parcel Numbers 067-136-080 and 067-136-090)as an addition to Purisima Creek Redwoods Open Space Preserve GENERAL MANAGER'S RECOMMENDATIONS'" 1. Determine that the recommended actions are categorically exempt from the fornia Environmental Quality Act(CEQA)as set out in this Report. 2. Adopt Resolution for the gift of property from Peninsula Open Space Trust(15 lots). 3. Adopt Resolution for the gift of property from McKay(4 lots). 4. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this Report, including naming the properties as additions to Purisima Creek Redwoods Open Space Preserve. 5. Indicate your intention to dedicate the parcels lying westerly of the designated preserve boundary as public open space, as further described in this Report. 6. Indicate your intention to withhold from dedication the parcels lying easterly of the designated preserve boundary as public open space, as further described in this Report. i DISCUSSION(see attached map) 1 v i "l Over the ears the District has been acquiring,rm mainly through gift or tax sale "paper"lots in the years, q g� Y g g � pp I Redwood Park Subdivision adjacent to Purisima Creek Redwoods Open Space Preserve. POST has also i solicited gifts and,in turn, donated lots in this"paper"subdivision to the District. The current transactions include an additional seven parcels(19 lots)that are being donated to the District from two different owners,as follows: 1. POST is donating five parcels(15 lots)totaling approximately.92 acres;one of these parcels (2 lots)is an undivided half(1/2)interest. 2. Barbara McKay is donating two parcels(4 lots)containing approximately.23 acres. These seven parcels contain approximately 1.15 acres in total area. The District currently owns approximately 83.87 acres(over 1,500 lots)of the 190-acre subdivision tract; I I 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,led Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.orrg Deane tittle,Nanette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton R-04-126 Page 2 the remaining portions of the subdivision are privately owned. Many of the privately owned lots are undeveloped, and most of the District-owned lots were received from San Mateo County. The developed area of the subdivision occurs to the east of the"dedication line",that being the original reasoning for the demarcation. Accordingly,the area designated as the"preserve boundary"isolates the westerly, undeveloped 140-acre area from the easterly,developed 50-acre area. This arbitrary boundary line was adopted as the District's demarcation between dedicated and undedicated land in accordance with the agreement with San Mateo County. Five of the POST gift parcels are located within the designated dedication area,and one POST gift parcel (.17 acres)is located in the developed area. One of the POST gift parcels is an undivided one half(1/2) interest. The two McKay gift parcels are located within the dedication area. Therefore, staffs recommendation is for you to indicate your intention to dedicate eighteen parcels within the dedication area(.98 acres)as public open space, and to withhold from dedication the one parcel in the developed area (.17 acres). The addition of these parcels, combined with the Stienstra Exchange parcels(totaling approximately.53-acres and also on this Agenda), will bring District ownership in the"paper"Redwood Park Subdivision up to 85.55 acres. USE AND MANAGEMENT PLAN Planning Considerations These properties are located in an unincorporated area of San Mateo County within existing District p p rP h' g boundaries. All of these lots are part of the Redwood Park Subdivision, generally located within the Kings Mountain area of the Santa Cruz Mountains. The rim access to the area is off Skyline Boulevard in primary k3' the west,and with Ridge Road along the southerly boundary of this "paper" subdivision. All of these parcels adjoin, are surrounded by, or are near existing District lands. The parcels received a low to medium raring for suitability as open space in the District's master plan. Preliminary Use and Management Plan Recommendations Dedication: Indicate your intention to dedicate those parcels located within the designated dedication area as public open space, and to withold from dedication those parcels located outside the designated dedication area. i Name: Name these properties as an addition to the Purisima Creek Redwoods Open Space Preserve. Signs: Install Preserve boundary signs where appropriate. I Public Safety Review: There are no known hazards. Site Emphasis Designation: Conservation Management Unit(CMU); limited public access at this time. I CEQA 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: I 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-04-126 Page 3 Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. This acquisition qualifies 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 All of the seven parcels(19 lots)total approximately 1.15-acre are gifts and are therefore being deeded to the District at no cost. Prepared by: Michael C. Williams,Real Property Manager Contact person: Same as above RESOLUTION NO. 04- 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 (PURISIMA CREEK REDWOODS OPEN SPACE PRESERVE-LANDS OF PENINSULA OPEN SPACE 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 the Gift Deed from Peninsula Open Space Trust, a California Public Benefit Corporation,attached hereto and by this reference made a part hereof. Section Two. The General Manager,or President of the Board,or other appropriate officer, is authorized to execute a Certificate of Acceptance for said Gift Deed conveying the 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. 04- 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(PURISIMA CREEK REDWOODS OPEN SPACE PRESERVE-LANDS OF McKAY) 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 the Grant Deed from Barbara McKay,attached hereto and by this reference made a part hereof. Section Two. The General Manager,or President of the Board,or other appropriate officer, is authorized to execute a Certificate of Acceptance for said Grant Deed conveying the 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. Proposed Additions of Peninsula Open Space Trust and McKay Redwood Park Parcel Gifts REDWOOD PARK SUBDIVISION -Purisima Creek Redwoods Open Space Preserve Feet 0 120 240 480 720 960 f Legend � McKay Gifts OG POST Gifts MROSD i A UE IF i i i Regional Open Sp.-.;e R-04-130 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 CEI,EBRA'I'ING 30 YEARS OF OPEN SPACE PRESERVATION AGENDA ITEM 9 AGENDA ITEM Proposed Approval of Conveyance of a Trail Easement for the Bay Trail from StarLink Logistics,Inc. to the City of Palo Alto (San Mateo County Assessor's Parcel Nu 063-270-480) GENERAL MANAGER'S RECOMMENDATIONS E 1. Determine that the recommended actions are categorically exempt under the California Environmental Quality Act(CEQA) as set out in this report. 2. Authorize the President of the Board of Directors to execute the attached Public Trail Easement Agreement that conveys a trail easement to the City of Palo Alto and, thereby,partially fulfills a condition of a previous easement exchange agreement between Rhone-Poulenc, Inc. and the District, subject to State Public Resources Code 5540.5. D11;C1 TSSIQ In June 1995,Rhone-Poulenc, Inc., subsequently acquired by Aventis Crop Science and spun off as StarLink Logistics,Inc. (StarLink),requested an easement from the District to enlarge a storm drain in a channel next to the District's pedestrian bridge at the Bay Road entrance to Ravenswood Open Space Preserve. At that time, Rhone-Poulenc was also seeking to acquire a PG&E property bordering the Palo Alto Baylands. The District was interested in the PG&E parcel because of its potential to support the extension of the San Francisco Bay Trail. Contingent upon Rhone-Poulenc purchasing the PG&E property,the District and Rhone-Poulenc agreed to an Easement Exchange Agreement whereby the District would acquire approximately 1,119 lineal feet of trail easement on the PG&E levee at the eastern border, and Rhone-Poulenc would acquire a ten-foot- wide storm drainage easement across Bay Road. Because Rhone-Poulenc did not yet actually own the PG&E property when this Agreement was reached, the District agreed to grant Rhone-Poulenc a Permit to Enter providing that Rhone-Poulenc would place a$10,000 security deposit in a non-interest-bearing account with the District. The Permit to Enter contained a provision that if, after five years,Rhone- Poulenc could not convey the trail easement to the District, it would forfeit the security deposit. Due to unforeseen delays in acquiring the PG&E parcel (see Report R-00-115,dated September 27,2000),Aventis requested an extension to the Easement Exchange Agreement, which you granted. In consideration of this extension,Aventis agreed to convey an additional public trail easement for the Bay Trail to the District over another parcel located south of the original PG&E parcel at the end I of Weeks Street. This easement and the PG&E trail easement would complete two of the three remaining missing links in the segment of Bay Trail between Bay Road and the completed segments of the Bay Trail managed by Palo Alto and Mountain View. The Agreement required Aventis to forfeit the $10,000 securitydeposit that was still on deposit with the District if it could not convey both the PG&E trail p ( P ) easement and the new Weeks Street trail easement on or before September 26, 2002. 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-6gi-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton R-04-130 Page 2 After the District entered into the Extension Agreement with Aventis in 2000,the City of Palo Alto became an active partner with the Distric t,the Cityof East Palo Alto ,the San Francisco Bay Trail Project,and the Coastal Conservancy to complete the segment of the Bay Trail between Bay Road and San Francisquito Creek. Staff has been working with StarLink and the City of Palo Alto to complete acquisition of the two trail easements that Aventis agreed to transfer. The City of Palo Alto has become involved because it owns and manages the marsh that is bounded by Bay Road to the north and the west. This levee includes the two segments now owned by StarLink. Completion of the Bay Trail along this levee will enhance public access to Palo Alto's marsh and the existing Bay Trail that extends south through Palo Alto Baylands and Mountain View Shoreline. The City of Palo Alto has agreed to become the recipient of the Weeks Street trail easement and to take the lead in developing and managing the segment of the Bay Trail between Bay Road and San Francisquito Creek, including obtaining potential grant funds from the Coastal Conservancy. At this time, StarLink is agreeing to convey the Weeks Street property trail easement directly to the City of Palo Alto as part of the consideration for the Extension Agreement with the District. Although the Extension Agreement expired in 2002, StarLink appears to be working in good faith to complete the agreement by eventually conveying the PG&E trail easement to the District or the City of Palo Alto. It is our understanding that StarLink is using the Agreement before you as a template for completing the transfer of the PG&E trail easement provided for in the 2000 Extension Agreement. The District is working closely with StarLink to complete the project and continues to hold the $10,000 security deposit in good faith. The District's role in obtaining the Weeks Street trail easement has been to complete negotiations and facilitate an agreement that, in part, fulfills the intent of the original obligation contained in the 2002 Extension Agreement whereby the trail easement is secured by a public agency in perpetuity and for the purpose of implementing an important segment of the San Francisco Bay Trail. The District will continue to negotiate and facilitate an agreement to secure the PG&E trail easement,also to be conveyed to the City of Palo Alto, at which time StarLink's obligation to the District will be fully met and the $10,000 returned. DESCRIPTION(see attached map) Thetrail easement under consideration is 15 feet in width and is locate along the eat and north d s g boundary of the StarLink property. It extends approximately 112 feet between the end of Weeks Street and the edge of the east levee and then along the levee in the southerly direction for approximately 290 g � g Y Pp Y feet,connecting to an existing segment of the San Francisco Bay Trail. The levee borders a restored marsh within the Palo Alto Baylands Nature Preserve. To the west,developed properties have both industrial and residential uses. To the south,the existing Bay Trail continues all the way to the District's Stevens Creek Shoreline Nature Study Area. To the north there is a short missing link in the Bay Trail between the proposed acquisition and Bay Road where the District owns and manages the Ravenswood Open Space Preserve. The missing link consists of a levee crossing two private properties,one of which is the former PG&E levee,which is in the process of being transferred to the District and City of Palo Alto,and mentioned above. The levee and adjacent property have undergone remediation for contaminants that originated on the former Rhone-Poulenc property. As part of a large-scale clean-up project administered by the Regional Water Quality Board,the levee has been sealed to prevent contaminants from spreading. A paved trail has been installed on top of the seal and within the proposed trail easement by the cities of Palo Alto and East Palo Alto. Palo Alto is being required by the property owner to improve the trail. R-04-130 Page 3 CEOA COMPLIANCE The project consists of facilitating an agreement between StarLink Logistics,Inc.,the District,and the City of Palo Alto whereby StarLink grants a public trails easement to the City of Palo Alto. The project includes detailed specifications with which the City of Palo Alto must comply in making improvements to the public trail. These improvements include minor alterations to the existing paved-trail surface to protect the slopes and adjacent wetlands. C_FQA Determination This project is categorically exempt from CEQA(California Environmental Quality Act)under sections 15317, 15325 and 15061. Section 15317 exempts the acceptance of easement interests in order to maintain the open space character of an area. Section 15325 exempts transfers of ownership interests in land to preserve the open space resources. The action proposed is also exempt under section 15061(b)(3)as there is no possibility the actions may have a significant effect on the environment. Prepared by: Del Woods, Senior Acquisition Planner Tom Fischer, Land Protection Specialist Contact Person: Michael Williams,Real Property Manager I RAVENSWGIDD OPEN SPAC PRESERVE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CON RAVENSWOOD OPEN SPACE :�•� 1.2 PRESERVE 1 MENLO PARK - Cooley Landing bRW01 �. PG&E Parcel Bay Road -PAI—a ALTO BAYLA N DS NATURE Weeks Street --PRESERVE — _ Proposed Trail Easement G �v i a � ti 'Alt � x � Municipa, j PROPOSED TRAIL EASEMENT 0.0 .1 .2 .3 .4 .5 MILE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO ORRICK,HERRINGTON & SUTCLIFFE LLP 1000 Marsh Road Menlo Park, CA 94025 Attention: W. Reece Bader,Esq. PUBLIC TRAIL EASEMENT AGREEMENT THIS PUBLIC TRAIL EASEMENT AGREEMENT ("Agreement") is made and entered into as of November_, 2004 by and between StarLink Logistics, Inc., a Delaware corporation, successor in interest to AVENTIS CROPSCIENCE U.S.A. HOLDINGS, INC. ("Grantor"or "SLLI"), the Midpeninsula Regional Open Space District, a special district("District"), and the City of Palo Alto, a municipal corporation("Grantee" or"City"). RECITALS WHEREAS, Grantor is the owner of the real property described in Exhibit A attached hereto and made a part hereof for all purposes (the"Parcel"); and WHEREAS, Grantor intends to grant an easement, as more specifically described in Exhibit B attached hereto and made a part hereof for all purposes, for use as a public trail(the "Public Trail Easement")to Grantee; and WHEREAS, District granted an easement for storm drainage purposes to SLLI in exchange for conveyance of certain other easements pursuant to Public Resources Code §5540.5; and WHEREAS, District is authorized by provisions of Public Resources Code §5540.6 to convey real property dedicated for open space purposes to another public agency provided such public agency undertakes in a recorded written agreement to continue to use the p p g Y �' property for such open space purposes; and ' WHEREAS n property Y P P Y District finds that conveyance of the real ra hereunder r is o consistent with the provisions of§5540.5 and, further,that recordation f this Agreement fulfills the requirements of§5540.6 for conveyance to City and therefore consents to the conveyance made hereunder. DOCSSV 1:285300.2 1 NOW THEREFORE, GRANTOR grants a public trail easement to Grantee as follows: 1. Grant and Purpose of Use. Grantor grants to Grantee the Public Trail Easement across the Parcel for the limited and exclusive purpose of allowing public access by foot and bicycle and for patrol and maintenance of said easement. The Public Trail Easement shall be across that portion of the Parcel described in Exhibit B. 2. Secondary Easement and Fencing. Grantee shall have a secondary easement(the "Secondary Easement") for the incidental purpose (the"Secondary Purpose"), subject to the terms of this Agreement, of grading or paving any portion of the Public Trail Easement at the Grantee's own expense. Accordingly, Grantee has provided Grantor detailed specifications for the Secondary Purpose improvements titled"East Palo Alto Bay Trail Project Specifications" — =0_ dated AiTusH1, 2004, which Grantor has approved for use by Grantee,provided Grantee notifies Grantor in writing seven days prior to commencing field activities. Any such Secondary Purpose improvement, shall under no circumstances involve the disturbance,removal or �h penetration of materials into the soil below a depth of six (6) inches and shall be subject to the prior written approval of Grantor. Grantee shall notify Grantor in writing of any plans for a Secondary Purpose improvement, including repairs and maintenance thereto,no later than forty- five (45) days prior to commencement of any such work pursuant to this Secondary Easement. Such written notice shall contain a description and plan of the proposed activity sufficient to allow Grantor to evaluate the potential impact of such proposed grading or paving activity on the Parcel. At its discretion, the Grantor may require alterations or changes to the Grantee's Secondary Purpose improvement plan,but Grantor shall not unreasonably withhold permission to Grantee to install the Secondary Purpose improvement. Also under this section, Grantee may present to Grantor a plan for the installation of fencing ("Fencing Proposal") along the boundary of the Public Trail Easement. Such Fencing Proposal shall be presented to the Grantor not later than 90 days prior to the proposed commencement of work on the proposed fence installation. At its discretion, the Grantor may require alterations or changes to the Grantee's Fencing Proposal, but Grantor shall not unreasonably withhold permission to Grantee to install fencing. 3. Binding on Successors and Assigns. The grants and obligations,benefits and burdens of Grantor and Grantee shall be covenants running with the land and shall apply to, be binding upon and inure to the benefit of all present and future owners and lien creditors of the Parcel, and its successors and assigns. Grantee specifically agrees and covenants not to convey any interest in the Parcel except as set forth in Public Resources Code §5540.6 and permitted hereunder. 4. Maintenance and Repair. Grantee shall bear the responsibility for the repair and maintenance of the Public Trail Easement and any Secondary Purpose improvements installed by Grantee under the Secondary Easement. Maintenance and necessary repairs of the Public Trail Easement and the Secondary Easement shall be restricted to such activities as are necessary to facilitate the limited and exclusive purposes of the Public Trail Easement and the Secondary Easement. No maintenance or repair activity shall under any circumstance involve the disturbance, removal or penetration of materials into the soil below a depth of six (6) inches. Notice of all maintenance and repair activities shall be as set forth herein. Grantee's failure to repair and maintain the Public Trail Easement and any Secondary Purpose Improvements shall DdCSSV 1:285300.2 2 I be grounds to terminate this easement. Grantor will provide Grantee thirty(30) days written notice to correct such failure prior to termination of this easement. 5. Non-Exclusive. The easements herein granted are not exclusive, and the right is hereby reserved to grant such easements, rights or privileges to such persons and for such purposes as the owner or owners of the Parcel in their discretion may select, so long as such purposes do not unreasonably interfere with the easements granted herein. 5. Acceptance of Restrictive Covenants. Grantee agrees to be bound by all restrictive covenants, including all covenants and conditions contained in the deed restriction(s)recorded against the Parcel. 7. Indemnification. Grantee agrees that it shall bear the legal responsibility for, and therefore shall indemnify and save Grantor harmless against and from all liabilities, obligations, damages,penalties, claims, costs and expenses of Grantor and/or any third party, including without limitation, reasonable attorneys' and consultants' fees, paid, suffered, or incurred as a result of(i) the use of the Public Trail Easement by Grantee and/or the public and the exercise of Grantee's rights hereunder, or(ii) a breach by Grantee, of any terms of this Agreement. This indemnification shall survive the termination of this Agreement. 8. Amendment. This Agreement may be amended, rescinded, destroyed or terminated only by an instrument or instruments in writing purporting to amend,rescind, destroy or terminate the easements, executed and acknowledged by the parties hereto in the manner suitable for recording by the record owner or owners of the Parcel, and all the then lienholders owning and holding a lien upon or a security interest in said benefited parcels, which instrument or instruments of amendment, rescission, termination or destruction, to be fully effective, must be filed for record in the County Recorder's Office. 9. Headings. The headings in this Agreement are inserted for reference only and in no way define, describe or limit the scope or intent of this Agreement or of any of the provisions hereof. 10. Public Trail Easement. The term"Public Trail Easement,"as used herein, shall be construed according to its ordinary meaning, and shall not be construed to signify the parties intent to enter into this Agreement pursuant to California Public Resources Code §§ 5070 et seq. 11. Notices. All notices,requests, consents, approvals, authorizations and other communications of every type and nature, required,permitted or otherwise given pursuant to this Agreement("Notices") shall be in writing and shall be deemed to have been given if and when (a) personally delivered, (b) transmitted by facsimile transmission, or(c)within three(3) days after the date of mailing if by United States certified or registered mail, return receipt requested, postage prepaid, or(d)within one (1)day after the date of mailing if delivered to a recognized overnight delivery service. Any party may change or add its address for the purpose of receiving Notices by delivering Notice thereof to all other parties in the manner set forth herein. Until such change is delivered in accordance with this Paragraph 11, the other parties may rely on the last Notice delivered by such party. Notices shall be delivered as follows: i DOCssv t:2s5300? 3 To Grantor: SLLI One Copley Parkway, Suite 309 Morrisville,NC 27560 Attention: Remediation Manager With a copy to: Orrick, Herrington & Sutcliffe LLP 1000 Marsh Road Menlo Park, California 94025 Attention: W. Reece Bader, Esq. and Mark F. Lambert,Esq. To Grantee: City of Palo Alto 250 Hamilton Avenue Palo Alto, California 94303 Attention: Bill Fellman,Real Property Department To District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, California t 94022-1404 Attention General a Manager 12. Attorneys Fees. In the event of any action or proceeding, including any arbitration, brought by any party hereto against the other party under this Agreement, the prevailing party shall be entitled to recover all costs and expenses including its attorneys' fees in such action or proceeding in such amount as the court may adjudge reasonable. The prevailing party shall be determined by the court or arbitrator based upon an assessment of which party's major arguments made or positions taken in the proceedings could fairly be said to have prevailed over the other party s major arguments or positions on major disputed issues in the courts or arbitrator's decision. If the party which shall have commenced or instituted the arbitration, action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other party shall be deemed the prevailing party. 13. Miscellaneous. No modification, amendment,revocation, termination or extension allowed hereunder shall be effective until a proper instrument in writing describing such modification amendment, revocation, termination or extension has been executed, properly acknowledged and recorded in the Official Records of San Mateo County. This Agreement, including the Recitals and the Exhibits attached hereto, contains the entire agreement among the parties pertaining to the subject matter hereof and fully supersedes all prior agreements and understandings among the parties pertaining to such subject mater. All of the grants and agreements herein contained are hereby declared to be severable and a finding by any court of competent jurisdiction that any of them or any clause or phrase thereof, is void, unlawful or unenforceable shall not affect the validity or enforceability of any other grants and agreements. This Agreement may be executed in counterparts, each of which shall be an original, but all counterparts shall constitute one instrument. The parties agree to execute such instruments and documents and to undertake such actions as may be reasonably required in order to carry out the obligations set forth herein and to exercise the rights granted hereby. The terms and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the parties hereto. I i DOCSS V 1:285300.2 4 I IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated above. STARLINK LOGISTICS, INC., a Delaware corporation By: John A. Wichtrich, President Its: CITY OF PALO ALTO a municipal corporation By: Name: Km arrison Its: Assistant City Manager MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a California special district [Insert Name], President, Board of Directors Attest: Sally Thiefoldt, District Clerk DOCSSV l:285300.2 5 EXHIBIT A (Grantor Parcel Description) Parcel 1, as delineated upon that certain Map entitled, "PARCEL MAP 00-1, OF A PORTION OF ARBITRARY LOTS 16, 17, 18, AND 19 OF UNRECORDED MAP OF BAYVIEW ADDITION TO RUNNYMEDE FURTHER DESCRIBED IN DEED IN VOL. 6036 OFFICIAL RECORD 382", filed for record on March 26, 2001 in Book 73 of Parcel Maps at Page(s) 57 and 58. Certificate of Correction recorded March 30, 2001 as Instrument No. 2001-042699 of Official Records of San Mateo County, State of California. oocssvI:285300.2 wxa j I EXHIBIT B (Public Trail Easement Description) The most northerly fifteen(15) feet of Parcel 1 and the most easterly fifteen(15) feet of Parcel 1, as delineated upon that certain Map entitled, "PARCEL MAP 00-1, OF A PORTION OF ARBITRARY LOTS 16, 17 18 AND 19 OF UNRECORDED MAP OF BAYVIEW ADDITION TO RUNNY MEDE FURTHER DESCRIBED IN DEED IN VOL. 6036 OFFICIAL RECORD PAGE 382", filed for record on March 26, 2001 in Book 73 of Parcel Maps at Page(s) 57 and 58. Certificate of Correction recorded March 30, 2001 as Instrument No. 2001-042699 of Official Records of San Mateo County, State of California I D04CSSV1:285300.2 WRB NOTARY ACKNOWLEDGMENTS State of ) } ss County of ) On , 2004 before me, a notary public for the State of ,personally appeared ,personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity on behalf of which the person acted, executed the instrument. Witness my hand and official seal. I Signature [SEAL] i DOCSSV 1:2ss3ao.2 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the within deed or grant to the City of Palo Alto a municipal corporation, is hereby accepted by the undersigned officer or agent on i behalf of the Council of the City of Palo Alto,pursuant to authority conferred by resolution of the said Council adopted on March 15, 1971, and the City of Palo Alto consents to recordation thereof by its duly authorized officer. Dated r� '� _!Jy By: ssistant City Manager Approved as to Form/ ��tCity e By: � ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA) On P,6G, & ,2OO4,before me al'e_ 1,pfln t 1, /aZ4W'U/ �� NOTARY personally appeared m� Ly !?'AX'e l,S a/✓ SIGNER(S) personally known to me -or- ^pr to be the person(sl whose name is/are subscribed to the within instrument and acknowledged to me that he/she4hey executed the same in his/her/thck authorized capacity(4es), and that by hi-Wher/lhaif signature(s) on the instrument the person(s), or the entity upon behalf of which the person(e) acted, executed the instrument. WITNESS my hand and official seal. MLUA M W.FELLMAN /1490052 of Nobwy m xy PU P0ubk-Cakfornla (A-r `/y ' Y CWM&P-May 1$,loos Notary Public i NOTARY ACKNOWLEDG MENTS State of ) ss County of ) On , 2004 before me, a notary public for the State of , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity on behalf of which the person acted, executed the instrument. Witness my hand and official seal. Signature [SEAL] DOCSS V i!285300.2 i Regional Open Sp.ce R-04-129 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 04-30 CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION December 15, 2004 AGENDA ITEM 10 AGENDA ITEM Approve"Mid-Year" Amendments to the 2004-2005 Fiscal Year udget GENERAL MANAGER'S RECOMMENDATION 1. Accept the District Controller's Mid-Year Financial Report. 2. Approve the attached Resolution implementing an amendment to the 2004-2005 Fiscal Year Budget in accordance with the Administration and Budget Committee recommendation. DISCUSSION The 2004-2005 Fiscal Year Budget was recently amended at your September 8, 2004 meeting in response to state budget reductions (See Report R-04-88). The Administration and Budget Committee met on December 2, 2004 to review annual mid-year budget adjustment proposals and discuss the following: 1. Fiscal year 2003-2004 year-end summary of actual versus projected expenditures. 2. Fiscal year 2004-2005 year-to-date budget analysis. 3. Controller's report on the mid-year budget income and expenditures. progress date Staff recommended adjustments to specific budget categories based on currentspending, o ess to J p g gp g on major projects, unanticipated changes in planned activities, and previous Board-approved changes. The Board-approved changes include: (1) continued coastal litigation expenses (R-04-68) and (2) hiring a consultant to facilitate amendment of the District's Good Neighbor Policy(R-04-93). Additional finding is also needed to cover the cost of the new lawsuit regarding the Coastside Protection Program and the capitalization of the Guadalupe Land Company, which is before you tonight as a separate item. A total of $165,000 will be shifted from the New Land budget category to offset the cost of these projects. There are also significant savings in Capital Improvement Projects(CIP) due to completed projects coming in under budget. Overall,the mid-year changes will result in a net savings of$426,812 and a revised budget of $32,626,566. This proposed amended budget, coupled with the budget reduction made by the Board in September, brings the Operating Growth for the 2004/05 fiscal year compared to the 2003/04 fiscal year to less than 1%,well below the annual Operating Growth Guideline of 7%. The following is a summary of the significant adjustments being proposed at this time: • An additional $43,908 in Salaries and Benefits to pay for merit and cost of living increases for Board appointees($26,622), a Worker's Compensation increase ($16,980), and Unemployment Insurance increase ($10,000). This also includes savings of$9,910 for the Maintenance and Construction Supervisors who will not be hired and on payroll until February. 33o Distel Circle 650-6gi-I200 info@openspace.org BOARD OF DIRECTORS:PeteSiernens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-6gi-0485 fax www.openspace.org Deane Little,Nanette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton R-04-129 Page * /\n additional $|00,000in Legal Services for past Coastoide Protection Program litigation � cxpenocm/�4O,0OO), nsvw \id�ution <��0.00U)undth� 3uro1n�uCoun�rYC|ub |uweui1(�lO,OOU)� � ` ' ` ' ' � * &n additional $4,U5( in Regular Outside Services resulting from the increased cost of the audit uo approved hy the Board(R-04-9q). * /\ net reduction of$57,9|9 in Contract Services, primarily due to savings finmo the Couotside Protection Program consultant that iono longer needed. Adjustments in this category also include an additional $25,000 to hire a consultant for tile Good Neighbor Policy revisions. * A reduction of$49,000 in Election Expenses because there was no election required. * An increase in Library and Subscriptions oy$|,Q00 for legal books and subscriptions. * A reduction of$27,650 in Rents and Leases as a result of lower fees on copier and postage machine leases, and the postponement of tile Tree Farm Phase 2 to wait for permits and consultant recommendations. * Savings in Postage of$8,845 based on current usage. * Savings in Printing and Duplicating of$7,70O based un current usage. 0 An additional $9,3 12 in Advertising as a result of the unbudgeted cost of noticing the revised District Ordinances and the cost of advertising the(}rnhudapermon �'ohand Redistricting meetings. � � * An additional $15,000 as a result of increased fuel costs for District Vehicles. � � w An additional $2,U0Oin Maintenance and Repair Eouipmou1fonfin: needs. * &n increase of$4,299inOffice Supplies and Equipment for unanticipated ergonomic needs and u � rain gauge. * An additional $27,O00iu Outside Maintenance Services for repair of the water tank u1LuHonda � � Creek Open Space Preserve($10,000), heating system adjustments at the District's Administrative Office($2,0UO\, ncw �bopmupp|i�m, contuinco, ondprotcodvohuni�ra(�|O,00O). � ' ' � and o shift of$5 O00 into account urcsu|\oftb�oudit. , � * /\u increase of$38,450in Permits, Fees, and Property Taxes for the Local Area Formation � Commission fees for the Coastside Protection Program, and the Mosquito Abatement[>iytdc1 Assessment. * &o increase of$902 in Communications—Publications as a result of additional cost for the "Frequently Asked Questions" brochures for tile Coastside Protection Program. 0 A decrease of$70Uin Communications—Special Projects buyedonprojected costs. 0 A net reduction in Fixed Assets of$525,945 as a result of shifting funds from New Land of $\b5,O00tu cover Board-approved expenses mentioned above, C|Y projects oomp|ctudundcr budget, and savings in Vehicle costs used to offset the cost of replacing stolen equipment. Controller Mike Fostcr`y status report indicates that mid-year spending levels were more nn track than � prior years, in large part due to earlier budget udium1mocntm as u result ofthe State financial situation. As such, income level is less than originally anticipated at the start of the fiscal year but on track with revised estimates based on the State budget reductions. The Controller's detailed report iaattached. Prepared by: Michelle Jeapersou, Management Analyst Contact person: 3o||yThie|fh|dt, Assistant General Manager | ` Regional Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMORANDUM NOVEMBER 30, 2004 To: Board of Directors FROM: M. Foster, Controller SUBJECI': Mid-Year Financial Review CONTROLLER'S REPORT Attached are unaudited financial statements for the six months ended September 30. 2004. Exhibit A contains the District's September 30 balance sheet compared to our audited position on March 31. Our cash balance is down $1.6 million as the District completed $1.1 million of land purchases and made $4.8 million of debt service payments. The land additions are detailed in Exhibit E. It should be noted that $3.1 million of the $42.3 million cash balance are reserve funds to secure outstanding public notes, and, therefore, not available to fund District expenditures. The District issued no new debt during this six month period. Exhibit B shows our six-month revenues compared to the same period a year ago and to the twelve month budget. Tax receipts in this period are up 3% from the prior year period as the District has not yet felt the impact of the 10% cut mandated by the state. Including this reduction, it is estimated that tax revenue in our March fiscal year will be down about 3% from the prior year and approximately $1.2 million (6%) below budget. Grant receipts include the $1.69 million grant from the California Coastal Conservancy on the Presentation Center property. Interest, property management and other income are consistent with budget. Other income was unusually high in the prior period because of a $200,000 bequest. Exhibits C and D review six-month operational and development spending against the twelve month budget (C) and compared to the same period last year (D). The District spent 44% of its amended twelve-month administrative, operations, and development budget during the first six months. This is very similar to our mid-year position in the prior five years (43%, 43%, 44%, 41%, 47%). By department, six month (non-land purchase) spending versus the twelve month budget was Operations 48%, Administration 47%, Public Affairs 40%, Acquisition/ Enterprise 40%, and Planning 39%. In most years, this percentage is held down by underspending in the Structures and Improvements (S&I) category. Not so this year—six month S&I spending was at 54% of annual budget. Mid-Year Financial Review November 30, 2004 Page 2 As shown in Exhibit D, administration, operations and development spending is up 6% from last year's first half spending rate. Most of this increase was in S&I; excluding S&I, the increase was less than 2%. Due to the many unfilled positions, salaries and benefits are actually down slightly from the prior year period. The numbers indicate that District management has done a good job of holding down expense growth in the face of the state cut in property taxes. Overall, the financial results of the first six months indicate revenues and expenditures are consistent with the District's long-term financial plans. EXHIBIT A MIDPENINSULA REGIONAL OPEN SPACE DISTRICT March 31 and September 30,2004 (Thousands) September 30,2004 March 31,2004 (Unaudited) (Audited) Cash and Equivalents $42,250.2 $43,871.8 Receivables 6,161.9 5,566.8 Land,at cost 232,131.2 230,995.8 Equipment 2,298.9 2,114.4 Structures and Improvements 12,019.6 11,288.6 TOTAL ASSETS $294,861.8 $293,837.4 Accounts Payable $229.5 $658.5 Accrued Liabilities 0.0 48.0 Land Contract Debt 266.5 266.5 Public Notes Payable 127,656.5 130,133.4 TOTAL LIABILITIES $128,152.5 $131,106.4 TOTAL EQUITY $166,709.3 $162,731.0 ---------------- EXHIBIT B MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Six Month Revenue Versus Prior Year(Unaudited) (Thousands) 6 Months Ended September 30 2004 2003 Property Taxes $7,551.0 $7,331.4 Tax Subventions 508.0 507.8 Interest Income 394.9 387.8 Grant Income 1,774.4 1,303.8 Property Management 354.4 316.2 Fines 3.9 3.8 Other 105.9 305.0 TOTAL RECEIPTS $10,692.5 $10,155.8 Six Month Revenue Versus Twelve Month Budget 2004 2004 0 Twelve Month Six Month !o Budget Receipts Received Property Taxes $18,454.0 $7,551.0 41 Tax Subventions 804.0 508.0 63 Interest Income 765.0 394.9 52 Grant Income 4,037.0 1,774.4 44 Property Management 783.0 354.4 45 Fines 0.0 3.9 0 Other 200.0 105.9 53 TOTALS $25,043.0 $10,692.5 43 I I( C EXHIBIT C MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Six Month Operating v.Twelve Month Budget April-September,2004 (Thousands) Twelve Month Six Month % Budget Spending Spent Salaries $4,959.4 $2,412.1 49, Benefits 1,365.0 649.2 48 Subtotal $6,324.4 $3,061.3 48 I Other Contract Services 860.4 234.8 27 Election Expense 50.0 0.8 2 Vehicle Expense 188.7 102.3 54 Contract Site Maintenance Exp. 290.3 109.8 38 Acquisition Expense(Inc.Legal) 245.5 175.5 71 Structures&Improvements 1,040.6 564.1 54 Printing&Duplicating 82.3 4.0 5 Rents&Leases 83.5 25.0 30 Training&Conferences 84.6 25.4 30 Equipment&Vehicles 1,191.7 262.5 22 Insurance 88.6 78.9 89 Utilities 122.9 56.1 46 Postage 82.4 21.4 26 Communications(Publications&Projects) 54.0 19.6 36 Other Non-Land 372.5 153.1 41 TOTAL(NON-LAND) $11,162.4 $4,894.6 44 Debt Service 6,890.9 4,765.5 69 Land Acquired 15,000.0 1,094.0 7 TOTAL $33,053.3 $10,754.1 33 l� I I EXHIBIT D (Thousands) Six Months Operating v.Six Month Last Year Six Months Ended September 30 2004 2003 %Increase Salaries $2,412.1 $2,463.6 -2 Benefits 649.2 603.9 8 Election Expense 0.8 0.0 0 Other Contract Services 234.8 297.5 -21 Vehicle Expense 102.3 78.5 30 Contract Site Maintenance Exp. 109.8 107.2 2 Acquisition Expense(Inc.Legal) 175.5 75.9 131 Structures&Improvements 564.1 358.2 57 Printing&Duplicating 4.0 14.3 -72 Rents&Leases 25.0 33.0 -24 Training&Conferences 25.4 32.2 -21 Equipment&Vehicles 262.5 190.6 38 Insurance 78.9 72.0 10 Utilities 56.1 56.0 0 Postage 21.4 29.3 -27 Communications(Publications&Projects) 19.6 34.4 -43 Other Non-Land 153.1 165.4 -7 TOTAL(NON-LAND) $4,894.6 $4,612.0 6 Debt Service 4,765.5 4,918.7 -3 Land Acquired 1,094.0 8,821.0 -88 TOTAL $10,754.1 $18,351.7 -41 EXHIBIT E Land Acquired April 1 to September 30 2004 � P P SELLER PRESERVE CASH PRICE Old Rep. Title Co.-Costich Sierra Azul $4,404.00 No. American Title-Curto Sierra Azul 1,000.00 Old Republic Title Co.-Ball Coal Creek 1,000.00 City & Co. of San Francisco Pulgas Ridge 2,500.60 Neville Acquisition Deposit Sierra Azul 7,500.00 Costich Acquisition Sierra Azul 135,047.00 Ball Acquisition Coal Creek 499,000.00 Neville Acquisition Sierra Azul 32,500.00 Curto Acquisition Sierra Azul 411,000.00 Tota $1,093,951.00 i RESOLUTION NO. 04- j RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ADOPTING AMENDMENTS TO THE BUDGET FOR FISCAL YEAR 2004-2005 I The Board of Directors of the Midpeninsula Regional Open Space District (MROSD) does resolve as follows: WHEREAS, District staff conducts an annual review of expenditures at mid year; and WHEREAS, based on current spending, progress to date on major projects, unanticipated changes in planned activities and previous Board approved changes; and WHEREAS, the Administration and Budget Committee recommends adoption of the amended budget. I NOW, THEREFORE, be it resolved as follows: Section One. The Board of Directors of the Midpeninsula Regional Open Space District does hereby adopt the attached amended budget (Exhibit A) for 2004-2005, which amends Resolution No. 04-10 accordingly. I Section Two. The budget for the Midpeninsula Regional Open Space District for fiscal year 2004-2005 is amended as set forth in Exhibit A, a copy of which is attached hereto and made a part hereof by reference. Section Three. Monies are hereby appropriated in accordance with said budget. EXHUBUT A � Midpeninsula Regional Open Space District Amended Budget for Fiscal Year 20O4'2OO5 � Cmvrmmk Amended Mid-Year Bmd0wk Amount Budget | Revenues A. Tax Revenues 18.295.100 (773.449) 17.521.051 � B. Grant Income 4.037.000 4.037.000 � C. \N�o�|ncomn 7O50OO 785OOO � � . . � D. Property Management-Rental Income 783.000 783.000 � E. Other Income 200.000 200.000 TOTAL REVENUES 24,088'100 23'306.651 � � U. Increase inReserves (8.973.278) <9,319.915> � � U|� Expenditures � A. Debt Service ! i Interest 4.395.677 4.395.677 | 2. Principal 2,495.248 2.495.249 � Debt Service Subtotal 68�8��� �����,��� � � ' � � . � B. Salaries � i General Manager 144.100 17.533 181.833 2. Controller 16.500 500 17.000 � 1 Legal Counsel 106.940 8.589 115.539 4. Board Appointee Meritorious Awards O O 0 � 5. General Manager Appointees 4.691.882 (9.910) 4.681.972 Salaries Subtotal 4,959,422 16'712 4,876,134 � � C. Benefits 1.342.014 27.198 1.368.210 � D. Director's �3.O0O O 23.O0O � � � � � Salaries and BeneritmSubtotal 6,324,436 43,908 $.368.344 � � � B. Services and Supplies � � | Legal Services 118.000 100.000 218.000 � Z Regular Outside Services 116.703 4.051 120.754 � 3. Contract Services 743.605 (57.019) 685.776 4. Election Expense 50.000 (49.000) 1.000 5. Library and Subscriptions 9.915 1.800 11.715 6. Management Agreements 50.000 O 50.000 7. Rents and Leases 83.503 (27.650) 55.853 � 8. Utilities 122.860 (300) 122.560 V. Postage 82.432 (8.845) 73.587 10� Printing and Duplicating 32.250 (7.700) 24.550 ||. Insurance 88.558 O 88.558 12. Advertising 8.550 8.312 17.862 � 13. Maps and Aerials 9.800 O 9.800 � 14. Private Vehicle 13.000 U 13.000 |j. District Vehicle 175.892 15.000 190.692 16. Business Meeting 18.550 O 16.550 � 17. Personnel Development 84.985 O 84.585 � 18 Maintenance/Repair 22SOO 2UOO 24.DDO � � . . � 10. Computer Expenses 25.120 300 35.420 � 20. Office Supplies/Small Equipment 24.750 4.299 29.049 � 21. Field Supplies/Small Equipment 124.743 O 124.743 � � 22. Outside Maintenance Services 280.250 27.000 317.258 � � 23. Permits, Fee, Property Taxes 21.150 38.458 59.608 � � 24. KJimcc||uncuuo 608 U OOO � 25. Commuoioo1ionx'Publications 119.8S5 SO2 12U.7S7 � � � 26. Communications'Special Projects 3.186 (700) 2.486 � � 27. Volunteer Program 34.515 0 34.515 � � Services and Supplies Subtotal 2,473'283 51.008 2.524,210 � � F. Fixed Assets i New Land Purchases 15.000.000 (185.000) 14.835.000 � 2. Real Property Support Costs' Title, Legal, Engineering 132.500 33.550 166.050 3. Structures and Improvements 2.128.314 (389.511) 1.739.803 4. Gc|d/OtDocBquipment 30.000 2.683 41.883 5. Vehicles 64.000 (3.450) 60.550 Fixed Assets Subtotal 17.364,814 (521,728) 16.843.086 TOTAL EXPENDITURES 33,853,378 (426'812) 32,626,566 � � ' Regional Open Sp,_ce R-04-119 MIDPENINSU<.A REGIONAL OPEN SPACE DISTRICT Meeting 04-30 CIA,EBRAJANG 3O YEARS OF OPEN SI'A(:F, PRESr.RVA-110N December 15, 2004 AGENDA ITEM 11 AGENDA ITEM Award of a Contract to Watershed Science for Demolition Services and Construction of a Parking and Staging Area at Pulgas Ridge Open Space Preserve GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to execute a contract with Watershed Science of Aromas, California for the bid amount of$198,888, plus a contingency amount of up to$29,833, for a total amount not to exceed $228,721 for demolition of the Hassler Health Home waste treatment facility and construction of a parking and staging area at Pulgas Ridge Open Space Preserve. DISCUSSION At your June 23, 2004 meeting,you authorized staff to solicit bids for demolition of the former Hassler Health Home waste treatment facility and construction of a parking and staging area at Pulgas Ridge Open Space Preserve(see Report R-04-60). The project includes the demolition of three buildings, concrete sludge holding beds, as well as other ancillary improvements, and construction of a 23-vehicle gravel-surfaced parking lot,wheelchair-accessible pit toilet restroom, and trailheads with stiles and j signage. A pre-bid meeting was held at the project site on November 19, 2004 that was attended by interested contractors. Sealed bids were due on December 7, 2004 and seven bids were received, summarized as follows! Bidder Location Total Bid Percent Difference rom Cost Estimate I. Watershed Science Aromas $198,888 4% below 2. Casey Construction Emerald Hills $200,248 4% below 3. Evans Brothers, Inc. Livermore $242,300 17%above 4. Locus Technologies Mountain View $244,470 18% above 5. Stevens Creek Quarry, Inc. Cupertino $246,645 19%above 6. ESR Construction, Inc. San Jose $317,649 53% above 7 Granite Rock Pavex Redwood City $320,914 54%above Construction 33o Distel Circle 650-691-12oo info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hossett,Kenneth C.Nitz L.Craig Britton R-04-119 Page 2 Documents in the Bid Package state, "The contract will be awarded to the bidder determined to be the � lowest responsible and responsive bidder." Having reviewed the bidders' qualifications and the Bid Proposal, staff recommends awarding the contract to Watershed Science,the lowest responsive and responsible bidder. The Bid Proposal includes sufficient equipment and labor to demolish the buildings and construct the project as described above. The costs for any additional work will be controlled by unit prices established during the bidding process. The contingency allowance of$29,833 is fifteen percent(15%)of the bid and is expected to cover the cost of any additional services determined to be necessary by the District that are not identified in the original scope of work for this contract. Staff recommends awarding this contract to Watershed Science for the bid amount of$198,888, plus a contingency of$29,833 for a total contract amount not to exceed $228,721. Staff anticipates the project will be completed by mid-April 2005. Notification of this project will be posted on the District's website and signs will be installed on site at Pulgas Ridge Open Space Preserve to inform the public of this project. Trail users may be re-directed at Blue Oaks Trail entrance although no trail closures are anticipated during construction. Funding At the March 24, 2004 meeting, the Board adopted the fiscal year 2004-2005 budget that included $395,482 to complete the Pulgas Ridge Public Access Improvement Project(see Report R-04-42). CEQA COMPLIANCE i At the September 27, 1995 meeting,the Board approved the Mitigated Negative Declaration and r 'ect Mitigation Monitoring Program for the Pulgas Ridge Public Access Improvement P (see Report R-o� p 95-113). Prepared by: Douglas Vu, ASLA, Open Space Planner 11 Contact Person: Same as above Regional Open Sp..C,e R-04-119A MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 04-30 CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION December 15, 2004 AGENDA ITEM I IA AGENDA ITEM Additional Recommended Action Regarding the Award of Co' act for Demolition Services and Construction of a Parking and Staging Area at Pulgas Rid a Open ace Preserve GENERAL MANAGER'S RECOMMENDATIONS 1. Determine that there is a need to to a immediate action on the award of contract for demolition services and construction of a parking and staging area at Pulgas Ridge Open Space Preserve and that the need to take action arose subsequent to the posting of the agenda for this meeting. 2. Consider and uphold the bid protest submitted by Casey Construction Company and determine that the bid proposal submitted by Watershed Science is non-responsive and is rejected for the reasons set out in this report. DISCUSSION Need to Take Action Subsequent to the agenda being posted on Friday, December 10, 2004,the District received a formal bid protest from Casey Construction of Emerald Hills, California. It is staffs opinion that there is a need to take immediate action on this bid protest in order to promptly begin construction, which is grant funded through the Land and Water Conservation Fund. The grant conditions require project completion by May 2005 and therefore it is critical that construction begin as soon as possible. Therefore, staff recommends that this protest matter be considered this evening. Bid Protest At your June 23,2004 meeting,you authorized staff to solicit bids for demolition of the former Hassler Health Home waste treatment facility and construction of a parking and staging area at Pulgas Ridge Open Space Preserve(see Report R-04-60). The project includes the demolition of three buildings, concrete sludge holding beds, as well as other ancillary improvements, and construction of a 23-vehicle gravel-surfaced parking lot,wheelchair-accessible pit toilet restroom, and trailheads with stiles and signage. On December 7, 2004 seven sealed bids were received for this project. Watershed Science submitted the apparent low bid in the amount of$198,888. The following day, Casey Construction, the second low bidder, requested a copy of Watershed Science's bid proposal. On December 10, 2004, after the agenda was posted for this meeting, Casey Construction submitted a formal bid protest stating that Watershed Science failed to list the necessary subcontractors needed to properly complete this project. In particular, Casey Construction asserted that, as required by the Bid Proposal Form, although Watershed Science's bid proposal listed a ten thousand dollar($10,000) line item for lead and asbestos abatement,the low bidder "does not have the proper license endorsement by the Contractors State Licensing Board to perform any Hazardous Material Handling or Abatement work." Public Contract Code, Section 4104, states that any subcontractor providing services in excess of one-half of one percent(0.5%)of the total bid shall be listed on the bid proposal. For the bid proposal submitted by Watershed Science,that 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton R-04-1 19A Page 2 amounts to nine hundred and ninety-five dollars($995). In addition, the Public Contract Code Section 4106 also states that if a bidder fails to list a subcontractor, the bidder must be fully qualified to perform the work itself. Watershed Science is not qualified to perform this line item of work as it lacks the required license. Staff had a telephone conversation with Watershed Science on December 10, 2004 to request more information regarding their bid amount designated for lead and asbestos abatement and later that day, Watershed Science submitted a letter stating it"will not be using any subcontractor for this project who will perform services in excess of one-half of one percent of their total bid." In response to further inquiries by District staff questioning how the contractor would be able to properly abate hazardous materials from the site since they are not certified by the Occupational Safety and Health Administration (OSHA), Watershed Science submitted another letter on December 13, 2004 stating that they have properly abated hazardous materials from more complicated projects in the past for under one thousand dollars($1,000). On December 13, 2004, staff notified all bidders that the Board would hold a bid protest hearing on December 15, 2004 and that all interested parties would have an opportunity to provide any material to the Board for its review of the protest. On December 13, 2004, District staff also contacted the professional consultants for this project, LFR, Inc. to review the bid proposal submitted by Watershed Science, along with all of the subsequent correspondence identified above. As highly qualified consultants who have comprehensive knowledge regarding hazardous materials, LFR, Inc. determined that since Watershed Science is not OSHA certified to perform lead and asbestos abatement, the necessary work to properly remove, transport, and dispose of these materials could not be accomplished by Watershed Science itself and could not be accomplished for less than nine hundred and ninety-five dollars($995). In response to this statement, Watershed Science has indicated that they believe it is lawful to break down the hazardous materials abatement work into further subcontracts if necessary so that no one subcontractor performs more work than allowed by Section 4104 of the Public Contract Code. Staff, in consultation with LFR, believes that this defect in addressing a critical component of the project, specifically hazardous waste abatement, requiring separate licensure makes Watershed Science's bid non- responsive to the Invitation to Bid. Failure to list a subcontractor, as well as Watershed Science's lack of certification to do the work itself, are material defects rendering its bid non-responsive. In addition, allowing Watershed Science to circumvent the Public Contract Code by segmenting small subcontracts for the hazardous materials abatement would be improper. This would also create uncertainty for the District about a critical component of the project. Watershed Science and Casey Construction have received all relevant documents concerning this protest and have been notified of staffs intent to recommend upholding Casey Construction's bid protest and rejecting Watershed Science's bid as non-responsive. Prepared by: Douglas Vu, ASLA, Open Space Planner 11 Contact Person: Same as above Regional Open S ,-.:e eg p p �-� R-04-119B MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 04-30 CELEBRATING 30 YEARS OF OPEN SI'ACE PRESERVATION December 15, 2004 AGENDA ITEM 11 B AGENDA ITEM Award of a Contract to Casey Construction for Demolition ces and Construction of a Parking and Staging Area at Pulgas Ridge Open Space Preserve GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to execute a contract with Casey Construction of Emeral ills, California for the bid amount of$200,248,plus a contingency amount of up to $30,037, for a total amount not to exceed$230,285 for demolition of the Hassler Health Home waste treatment facility and construction of a parking and staging area at Pulgas Ridge Open Space Preserve. DISCUSSION At your June 23, 2004 meeting, you authorized staff to solicit bids for demolition of the former Hassler Health Home waste treatment facility and construction of a parking and staging area at Pulgas Ridge Open Space Preserve (see Report R-04-60). The project includes the demolition of three buildings, concrete sludge holding beds, as well as other ancillary improvements, and construction of a 23-vehicle gravel-surfaced parking lot,wheelchair-accessible pit toilet restroom, and trailheads with stiles and signage. A pre-bid meeting was held at the project site on November 19, 2004 that was attended by interested contractors. Sealed bids were due on December 7, 2004 and seven bids were received, summarized as follows: Bidder Location Total Bid percent Difference from Cost Estimate 0 1. Watershed Science Aromas $198,888 4/o below 2. Casey Construction Emerald Hills $200,248 4%below 3. Evans Brothers,Inc. Livermore $242,300 17% above 4. Locus Technologies Mountain View $244,470 18%above 5. Stevens Creek Quarry, Inc. Cupertino $246,645 19%above 6. ESR Construction, Inc. San Jose $317,649 53% above 7 Granite Rock Pavex Redwood City $320,914 54% above Construction 33o Distel Circle 650-6gr-t2oo info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-69r-0485 fax www.openspace.org Deane Little,Nonette Honko,Larry Hassett,Kenneth C.Nitz L.Craig Britton | �� --- ---- --- ---- ----| � R'04'119B Puuc2 | ~ Documents in the Bid �a�, "Thccon�uo�wiUbcuv/ordodtodxcbidd�rdct�noiooJtohndh� � Package ' lowest responsible and responsive bkbe/." Having reviewed the bidders' qualifications and the Bid � staff recommends awarding the contract to Casey Construction,tile lowest responsive and � responsible bidder. 1n Agenda Item | |/\ before you earlier this evening, you disqualified Watershed � Science,the lowest bid, as non-responsive 1othe Invitation to Bid for the reasons set forth therein. . � The Bid Proposal includes sufficient equipment and labor todemo\imh the buildings and construct the � project as described above. The costs for any additional work will be controlled by unit prices established � during the bidding process. The contingency allowance of$30,037is fifteen percent(|596)of the bid and � � � is expected to cover the cost of any additional services determined to he necessary by the District that are | not identified in the original scope of work for this contract. Staff recommends awarding this contract<o � � Casey Construction for the bid amount of$200,248, plus a contingency of$30,037 for a total contract � � amount not 0o exceed $23V285. ' � � Staff anticipates thc projectwiU he completed by nnid-April 2005. Notification ufthis project will be nuo�dondn� DiNzict`ap�bsiVcundsiAnmvviUbcin�aUcdonsb� u1Pu|�ua8�k� [b�un8puccPr�m�n�to � ' - | inform the public ofthis project. Trail users may bc re-directed a1 Blue Oaks Trail entrance although no trail closures are anticipated during construction. Funding At the March 24, 2004 meeting,the Board adopted the fiscal year 2004-2005 budget that included $395,482 tn complete the Pu|gam Ridge Public Access Improvement Project(oce Report R-04-42). | CEQA COMPLIANCE At the September 27, |995 meeting, the Board approved the Mitigated Negative Declaration and Mitigation Monitoring Program for tile Pu|gaa Ridge Public Access Improvement Project(see Report R' V5'\ |J). | Prepared by: Douglas yu, ASLA, Open Space P\unnerD Contact Person: Same uaabove � | | / i Regional Open Space R-04-124 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION AGENDA ITEM 12 AGENDA ITEM Approval of the Notice of Completion of Contract for the Implementation of the El Corte de Madera Creek Open Space Preserve Watershed Protection Program: Y ne Erosion Control Projects GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to execute the attached Notice of Completion and Acceptance of Work for the implementation of extensive erosion control and drainage improvements associated with the first phase of the El Corte de Madera Creek Open Space Preserve Watershed Protection Program. DISCUSSION At your August 11, 2004 meeting,the Board awarded a contract for implementation of the first phase of the El Corte de Madera Creek Open Space Preserve Watershed Protection Program to Peter Davis Engineering for a total amount not to exceed $114,860.00 (see Report R-04-75). The contract included extensive erosion control projects and drainage improvements along approximately 8.3 miles of patrol roads within the Preserve. The contractor completed the majority of the projects, including installation of eight culverts, construction of three rock fords and five armored roadside swales,and realignment of a g g short section of roadway along more gentle terrain. He assisted staff and volunteers with the closure and restoration of the Crossover Trail, an incredibly steep logging road that was identified as one the major sources of sediment delivery into the watershed. He also upgraded numerous existing rolling dips to help drain the patrol road surfaces, and installed new rolling dips in critical locations. District staff worked closely with the consulting Engineering Geologist, Timothy C. Best, to monitor construction activities and to ensure that the final work met the project specifications. The contractor experienced some difficulties performing the road grading work due to soil conditions and use of some unfamiliar equipment. With the onset of heavy rains in mid-October, permit conditions precluded any further grading work before he was able to complete the entire project. Installation of a number of remaining rolling dips and application of road rock is postponed until Spring,2005 when soil conditions are suitable. Rather than extend his contract to allow for completion of these remaining projects in the spring, Peter Davis and staff agreed that it made more sense to incorporate them into the scope of work for implementation of phase two of the Watershed Protection Program. The contract with Peter Davis was accordingly reduced to a total payable amount of$88,472.00 as final compensation for completed work that met the project specifications. For the most part, Mr. Best was pleased with the completed projects and indicated that the erosion potential would be substantially reduced. Staff accepted this work as complete. The District shall p Y P P withhold a ten percent retention of$8,847.00 to be paid thirty-five days after completion and formal acceptance of the work. Prepared by: Matt Freeman, Senior Planner Contact Person: Same as above 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,led Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton When recorded mail to: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: Ana Ruiz DULY RECORDED WITHOUT FEE (SPACE ABOVE THIS LINE FOR RECORDER'S USE) Pursuant to Government Code Sections 6103,27383 By: NOTICE OF COMPLETION OF CONTRACT DOCUMENT TITLE SEPARATE PAGE,PURSUANT TO GOVT.CODE 27361.6 WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: Ana Ruiz NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN by order of the Board of Directors of the Midpeninsula Regional Open Space District ("District"),pursuant to State law,that work to be performed under the contract heretofore made and executed by and between the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, as Owner therein and Peter Davis Engineering as Contractor therein,bearing the date August 11, 2004 for implementation of the El Corte de Madera Creek Watershed Protection Program: Year One Erosion Control Projects, located at San Mateo County, State of California, was completed on the 15 1h day of October, 2004. Upon said contract, Western Surety,Company was surety on the bond given by said Peter Davis Engineering,the said Contractor, as required by law. That the title of the District to the real property upon which said work and contract was performed is that of fee title. That the address of the Midpeninsula Regional Open Space District is 330 Distel Circle,Los Altos, CA 94022. That the site address of the work is as follows: Gate CM03, El Corte de Madera Creek Open Space Preserve, located between Bear Gulch West and Star Hill Roads, unincorporated San Mateo County. I certify,under penalty of perjury under the law of the State of California,that the foregoing is true and correct. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT L. Craig Britton General Manager Dated Signed in Los Altos, California ATTEST Los Altos, CA Clerk of the Midpeninsula Regional Open Space District Date Place Regional � ����J� �� �� ����=°° =��==� }l-04'122 M|09ENANSWL& REGA@NAL OPEN SPACE DISTRICT � cs1aoa2Xrzx(; 30vs^xe ororew uracs rosasuvAzu,m � � N4eetinAO4-3O � December |5, 2OO4 � � AGENDA ITEM 1�� � � ^~�,��^,�~'� ° � ��^," � AGENDA Notice of Contract Completion for the Gruhtov/n (}u|uh and Virginia K1i|| Trail Repair and Bridge Projects at Pudmima Creek Redwoods Open Space Preserve and E| C d d C b(} 8 Preserve GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to execute the attached Notice of Contract Completion for the Grabtown � Gulch and Virginia Mill Trail Repair and Bridge Projects. DISCUSSION &t the Board meeting of June 2], 2OO4,the Board awarded u contract for construction of the UrubUovvnGulch and Virginia Mill Trail Repair and Bridge Projects u1PuriaioouCreekRedwoodsundE| CoMedcMudcnu � Creek Open Space Preserves to Watershed Science of Aromas, CA, in the amount of $188,888, plus a � contingency amount nfupto $37.777, for u total amount not to exceed $22h,005 (see Report R-04-62}. Tile � contracted portion of the Gruhtown Gulch Trail Repair and Bridge Project ioo|udedtheuanenmb|ageund � iomtu||u(ion ofu46-fho\ long, 6-foot wide ncorco1ionx| bridge and the removal and disposal oforemnant flatcar rail bridge. The contracted portion of the Virginia Mill Trail Repair and Bridge Project included the assemblage and installation nfun 80-foot long, h-fhot wide bridge, construction o[asmall rock wall, and � modification ioun existing logjam located upstream uf the new bridge crossing. � � � Staff accepted construction nf these projects as complete in early October, but was unable tu prepare the Notice ofCompletion until recently due 0odelays in receiving final inspection reports horn the engineers as required hy Sail Mateo County for final uiQn-of[ Staff was pleased with tile performance ofWatershed | Science. Change orders totaling$7,925.O9 were written for the project for additional minor excavations and | ' grading work, pouring additional concrete, removing a few small trees, and making available additional water onoi(r for fire protection. The bidding process made provisions for this possibility, yo the change order procedure proceeded smoothly. Therefore, the total amount payable to Watershed Science for the project is $196,013.04` which is $29,051.91 below the contract umount(including oontingunoieu). The District will pay out the \0% of payments due to Watershed Science in accordance with tile contract documents once the Notice nf Completion iu filed with the County. Since October when the work was accepted, staff has reviewed and determined that all payrolls, material bills, and other debts connected with | the contract have been addressed. | � Prepared by: Ana Ruiz, Open Space Planner ll Contact: Same as above a3mo/meiCircle 65^-691-1200 /n/m@opeospa'e^,m BOARD or DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: m»m�sc^y«nzz^�o* �s"-�p-v*u faw wvw"up�xp�e�om np ^e�u��woneu�oonx�u,vy*voo#mmvcmcwn� �on�owm� When recorded mail to: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: Ana Ruiz DULY RECORDED WITHOUT FEE (SPACE ABOVE THIS LINE FOR RECORDER'S USE) Pursuant to Government Code Sections 6103,27383 By: NOTICE OF COMPLETION OF CONTRACT DOCUMENT TITLE SEPARATE PAGE,PURSUANT TO GOVT.CODE 27361.6 WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: Ana Ruiz NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN by order of the Board of Directors of the Midpeninsula Regional Open Space District ("District"),pursuant to State law, that work to be performed under the contract heretofore made and executed by and between the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, as Owner therein and Watershed Science as Contractor therein,bearing the date June 30, 2004 for the Grabtown Gulch and Virginia Mill Trail and Bridge Projects at Purisima Creek Redwoods and El Corte de Madera Creek Open Space Preserves located at Santa Mateo County, State of California, was completed on the 9th day of October,2004. Upon said contract, Contractor Bonding and Insurance Company was surety on the bond given by said Watershed Science, the said Contractor, as required by law. That the title of the District to the real property upon which said work and contract was performed is that of fee title. That the address of the Midpeninsula Regional Open Space District is 330 Distel Circle, Los Altos,CA 94022. That the site address of the work is as follows: Grabtown Gulch Trail(between Higgins-Purisima Road and Skyline Boulevard) and Virginia Mill Trail(approximately 2 miles east of Star Hill Road). I I certify, under penalty of perjury under the law of the State of California,that the foregoing is true and correct. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT L. Craig Britton General Manager Dated Signed in Los Altos, California ATTEST Los Altos, CA Clerk of the Midpeninsula Regional Open Space District Date Place AGERegional Open Sp.ce R-04-1 00 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NDA Notice Nctkzof Contract Completion for the Foothills Field Office Maintenance Shop Building Replacement u1 � Rancho San Antonio Open Space Preserve GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to execute the attached Notice of Contract Completion for the Foothills Field Office Maintenance Shop Building Replacement project. DISCUSSION At the Board meeting of October 8, 2003, the Board awarded a contract for construction of the Foothills Field Office Maintenance Shop Building Replacement aURancho San Antonio Open Space Preserve to BQI} Construction, Inc. of San Jose, CA, in the amount o[ $7)0,79Q, plus u contingency amount of LIP to $2R,432, for a total amount not|o exceed $739,23O (see Report RL'O3'q9). At the Board meeting of April 2Q, 20O4,the Board authorized an amendment to the contract for change order items related to Santa Clara County Fire Marshall requirements for an additional sum of$81,567 plus an additional contingency arnount of up to $|6`]l3 for u new total contract amount not to exceed $837,| l0 (see Report R-04'47). Tile project inc|udod demo|hionof the previous shop building, construction ofa new steel building, installation of new underground utilities, and associated site work. The new 5,jOU square foot maintenance shop building includes u new accessible public rcmtroonn with uvoudbu|c, u locker room, shower room, conference room, too] roorn, work area, service bay, shop area, storage room, and a partial second story rnezzanine. The new shop building and the existing administrative building are connected byo covered breezeway. Staff recently accepted the construction of the new replacernent building as complete and has been pleased with the performance ofH}tB Construction, Inc. Change orders totaling$|23,028.25 were written for the project to address structural and design factors and additional requirements imposed by 8un1u Clara County | that were only possible\oobserve during construction. Staff also issued change orders for minor interior imp,ovcmentyto better address the Cuoi|iiy needs o[the Foothills Field Staff. The bidding process made provisions for this possibility, so the change order procedure proceeded smoothly. Therefore, the total amount payable to 8R13 Construction, Inc. for the project is $033,020.25, which is $3,283.75 below the Onu| ountnzut � amount. The District will retain 10% of payments due to HRB Construction, Inc. for 60 days, in accordance with the contract documents. This time frame allows staff to review evidence that all payrolls, material bills, � subcontractors, and other debts connected with the project havebecnuddrosyrd. Prepared by: � � Ana Ruiz, Open Space P|umnorD � | Contact: Same usabove epo/uo|Circle 65v-69-1200 iom@vpe"wace.nrg BOARD np DIRECTORS:Pete Siemens,m^ryou'ey.Jed Cyr, GENERAL MANAGER: u,,xu" C^94oaz'`*o« 6,m-691-0*8 fax vmww.open,pnce,vm orne little,wonelt,*onlo,u,nyoo,,r#Keno'tl Cwu, c Craig Britton When recorded mail to: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: Ana Ruiz DULY RECORDED WITHOUT FEE (SPACE ABOVE THIS LINE FOR RECORDERS USE) III Pursuant to Government Code Sections 6103,27383 By: NOTICE F C O COMPLETION OF CONTRACT DOCUMENT TITLE SEPARATE PAGE,PURSUANT TO GOVT.CODE 27361.6 WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: Ana Ruiz NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN by order of the Board of Directors of the Midpeninsula Regional Open Space District ("District"),pursuant to State law,that work to be performed under the contract heretofore made and executed by and between the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, as Owner therein and HRB Construction as Contractor therein,bearing the date October 9, 2003 for the Foothills Field Office—Maintenance Shop Building Replacement at Rancho San Antonio Open Space Preserve located at Santa Clara County, State of California, was completed on the 3rd day of December,2004. Upon said contract, Great American Insurance Company was surety on the bond given by said HRB Construction Inc., the said Contractor, as required by law. That the title of the District to the real property upon which said work and contract was performed is that of fee title. That the address of the Midpeninsula Regional Open Space District is 330 Distel Circle, Los Altos,CA 94022. That the site address of the work is as follows: 7400 St.Joseph's Avenue, Los Altos, CA. I certify, under penalty of perjury under the law of the State of California,that the foregoing is true and correct. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT L. Craig Britton General Manager Dated Signed in Los Altos, California ATTEST Los Altos, CA Clerk of the Midpeninsula Regional Open Space District Date Place Regional Open Sp..4:e -04-123 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 (.H.EBRAFING 30 YEARS 01 OPFN SPA(. i- PRP,1,RVAI ION AGENDA ITEM 15 AGENDA ITEM Citizens for Responsible Open Space v. Midpeninsula Regional Open Space District: Authorize the General Manager to Enter into a Retainer Agreement with the Law Firm of Shute, Mihaly i and Weinberger in an Amount Not to Exceed $50,000 GENERAL COUNSEL'S RECOMMENDATION Authorize the General Manager to enter into a retainer agreement with the Law Firm of Shute, Mihaly and Weinberger in the matter of Citizens for Responsible Open Space v. Midpeninsula Regional Open Space District and to provide legal services for the Coastside Protection Program in an amount not to exceed $50,000. DISCUSSION I On April 7, 2004, San Mateo County Local Agency Formation Commission ("LAFCo") approved the District's application to extend its boundaries to the San Mateo Coast to encompass the Coastside Protection Area. On June 11, 2004, LAFCo conducted a protest hearing as required by law to receive any written protests to the annexation. On July 12, 2004, LAFCo issued its determination that insufficient valid protests had been submitted and that the annexation application therefore could become final. Litigation challenging these proceedings was filed on June 5, 2004 against LAFCo and the District. The San Mateo Superior Court issued its ruling on September 2, 2004 denying a request to enjoin the Program. The litigation challenging these proceedings was later dismissed by the plaintiffs. On September 7, 2004, LAFCo filed the Certificate of Completion of the District's annexation of the Coastside Protection Area. The annexation is now complete and the District Board and staff have been working continuously since then to implement all of LAFCo's conditions of approval. On November 5, 2004, a new lawsuit was filed against LAFCo, the District and the County of San Mateo challenging the validity of the annexation proceedings. This type of lawsuit, a validation action, seeks to set aside approval of the annexation and to enjoin the Program. The allegations of the suit are similar to some of the allegations of the prior litigation. The District will take all steps required to defend the District in this latest lawsuit. This will require specialized litigation skills. it is the General Counsel's recommendation that the law firm of Shute, Mihaly and Weinberger be retained to represent the District in this litigation. This firm is one of the most highly qualified land use law litigation firms in the state, and has 33o Distel Circle 650-691-1200 Info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,led Cyr, GENERAL MANAGER: Las Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L Craig Britton R-04-123 Page 2 extensive experience in this type of litigation. The firm also provided legal advice to the District as needed during the lengthy course of the Coastside Protection Program and has successfully defended the District in two prior lawsuits challenging the Program. The firm is very familiar with the Program and related issues and will be able to provide needed assistance as the Program moves forward. On tonight's agenda, the Board authorized the sum of$40,000 to be appropriated in the fiscal year 2004-2005 mid-year budget amendment to cover legal costs associated with this lawsuit (see Report 04-129), as there is a balance in the Coastal Annexation Program, Special Legal Fees Budget of$10,000. Depending on the further steps necessary to defend this litigation, and on the nature and complexity of other legal issues that may arise in connection with the Coastside Protection Program, staff may need to return to the Board in the future for additional expenditure authorization. Lastly, the firm has discounted its standard rates for its representation of the District and will continue to do so. The firm has not raised its rates for District services since 2003 and has also agreed not to increase its fees this fiscal year. The firm's fees are very reasonable compared to similar firms, especially given the caliber of experience and services the firm is equipped to provide. Prepared by: Susan Schectman, General Counsel Contact person: Same as above i i I Regional Open Sp.ce R-04-121 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CELEBRA`]�TNG Meeting 04-30 30 YEARS OI-- OPEN SPACE PRESERVA'I10N December 15, 2004 AGENDA ITEM 16 AGENDA ITEM Authorization to Execute a Contract with Pacific Watershed Associates to Provide Consulting Services in an Amount Not to Exceed $32,726 to Assess the Roads and Trails at Skyline Ridge and Long Ridge Open Space Preserves GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to execute a contract with Pacific Watershed Associates in an amount not to exceed $32,726 to assess the roads and trails at Skyline Ridge and Long Ridge Open Space Preserves within the Pescadero Creek Watershed. DISCUSSION The Resource Management Five-Year Strategic Plan was developed in 2003 to identify and implement high priority resource management goals to ensure the long-term protection of natural and cultural resources on District preserves. The Strategic Plan anticipated conducting an assessment of the roads and trails of preserves located within watersheds with anadromous fisheries in order to protect these sensitive resources. The District has preserves within three watersheds containing anadromous fisheries; San Gregorio Creek, Pescadero Creek and San Francisquito Creek. The District has been in the process of implementing an extensive watershed protection program at the El Corte de Madera Creek Open Space Preserve for several years. The Preserve is located in the headwaters of the San Gregorio Creek watershed, a water body that had been listed as impaired due to sediment under Section 303(d)of the Federal Clean Water Act. In addition to the Clean Water Act concerns, there are also Federal Endangered Species Act concerns in this creek because steelhead trout, a federally designated Threatened Species, spawn in the lower reaches of El Corte de Madera Creek and San Gregorio Creek. The District has two additional preserves located within the San Gregorio Creek Watershed that are subject to the same regulations as El Corte de Madera Creek. One of these preserves is the La Honda Creek Open Space Preserve that is currently the subject of a Master Planning effort. The completion of a road and trail inventory and assessment will be an integral component of the Master Plan. The other preserve in the watershed is Russian Ridge Open Space Preserve, which will also be assessed as a component of this contract. Located adjacent to the San Gregorio Creek watershed to the immediate south,the Pescadero watershed is Subject to the same regulations as San Gregorio Creek. Pescadero Creek is also listed as impaired due to J g sediment under Section 303(d) of the Federal Clean Water Act and also provides spawning habitat for steelhead trout. The District has two preserves within the Pescadero Creek watershed, Skyline Ridge and Long Ridge Open Space Preserves, comprising nearly 10% of the land area in the watershed, making the District one of the largest public landowners in the watershed. District staff issued a Request for Proposals and Qualifications(RFPIQ)for consulting services to prepare road and trail inventories and assessments for the preserves located within the San Gregorio Creek and Pescadero Creek watersheds. Because the District is interested in completing the assessments for use in 33o Distel Circle 650-691-120o info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jeff Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0495 fax www.openspace.org Deane Little,Nonette Hanko,tarry Hassett,Kenneth C.Nitz L.Craig Britton as ro E mow, Report 04-121 Page 2 p g the planning efforts at both La Honda Creek Open Space Preserve and Skyline Ridge Open Space Preserve within a relatively short timeframe, staff structured the RFP/Q to allow multiple contractors to complete the inventories within the two watersheds. The District received two proposals for completing the requested services. Timothy C. Best provided a proposal for completing the inventories within the San Gregorio watershed preserves that was competitive and demonstrated his understanding of the District's needs. Additionally, because he has completed the road and trail inventories at El Corte de Madera Creek OSP, Mr. Best is uniquely qualified to complete the inventories on Russian Ridge and La Honda Creek Preserves in this watershed. Pacific Watershed Associates (PWA) also provided a competitive proposal for completing the road and trail inventories on the District's preserves within the Pescadero Creek watershed preserves. This is a larger scope of services because of the greater amounts of lands to be inventoried. PWA is able to complete the requested services because of their larger size and available staff. Additionally, PWA has completed similar services for the County of San Mateo on their lands within the watershed and is therefore uniquely qualified to complete these services for the District due to their familiarity with the watershed. FUNDING The total cost for the road and trail inventory services for both the Pescadero and San Gregorio watershed preserves, including a 10%contingency, is $57,547. Of this amount, $30,000 would be incurred in Fiscal Year 2004-2005. With Board approval of the mid-year budget adjustment, there are sufficient funds in the Planning Department budget to cover these expenses. The remaining$27,547 will be included in the Planning Department budget for Fiscal Year 2005-2006. These costs will be divided between two separate contracts. Mr. Best will be contracted for services in an amount not to exceed $24,821, an amount for which the General Manager is authorized to approve. Staff recommends that the Board authorize execution of a contract with Pacific Watershed Associates for services in an amount not to exceed $32,726. When completed,the road and trail inventories will provide the District with a baseline set of data with which to make informed resource management decisions at a watershed level and facilitate our stewardship of these lands. Staff will incorporate the recommendations into a detailed implementation plan to protect the San Gregorio Creek and Pescadero Creek watersheds. CEQA COMPLIANCE The project involves assessment of roads and trails at District Preserves located within the San Gregorio Creek and Pescadero Creek watersheds. The District concludes that the assessment of roads and trails will not have a significant effect on the environment. It is categorically exempt from the California Environmental Quality Act(CEQA) under Section 15306 of the CEQA Guidelines as follows: Section 15306 exempts basic data collection, research, experimental management, and resource evaluation activities that do not result in major disturbances to an environmental resource. Prepared by: Kirk Lenington, Resource Planner Contact Person: Same as above Regional ,per Sp..ce R-04-120 Meeting 04-30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT December 15, 2004 (A-A EIWA FIN(; 30 YEARS 01, OVEN SPA(I', PRESHRVXHON AGENDA ITEM 17 AGENDA ITEM Authorization to Amend Agreement with LFR, Inc. for Construction Management Services at Pulgas Ridge Open Space Preserve GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to execute an amendment to the consultant services agreement with LFR,Inc. of Emeryville for up to an additional $30,000 over the $82,754 previously authorized amount to provide construction management services for the demolition of the former Hassler Health Home waste treatment facility and construction of a parking and staging area at Pulgas Ridge Open Space Preserve,for a total sum not to exceed$112,754. DISCUSSION At your June 23,2004 meeting,you authorized staff to solicit bids for demolition of the former Hassler Health Home waste treatment facility and construction of a parking and staging area at Pulgas Ridge Open Space Preserve(see Report R-04-60). The project includes the demolition of three buildings,concrete sludge holding beds, as well as other ancillary improvements, and construction of a 23-vehicle gravel-surfaced parking lot, wheelchair-accessible pit toilet restroom,and trailheads with stiles and signage. Sealed bids were received on December 7,2004 and staff has requested that the Board authorize the General Manager to execute a contract with Watershed Science of Aromas to demolish the buildings and construct the parking and staging area(see Report R-04-119). During construction,it will be necessary to attend to every construction detail,requiring frequent site visits and extensive coordination. To leverage the District's staff resources and to ensure close attention to detail,staff recommends supplementing our in-house capabilities with technical assistance from an expert construction management firm. Such a firm will apply"best practice"management techniques to construction of the project to control time,cost and quality. Though small in scale,this project is highly complex,with many challenges related to the open space setting and the need for resource protection. The Construction Manager will augment District staff to assure the best possible project outcome,and will be responsible exclusively to the District and act in the District's best interest at every stage of the project. The Construction Manager would typically provide assistance and advice in such areas as: • Assuring that all contractors, subcontractors and other participants fully understand the project's design and requirement; • Scheduling work to avoid delays; • Managing the change order process for maximum effectiveness while minimizing delay and cost. • Monitoring the construction process to anticipate difficulties,resolve issues early, and keep the work flowing; • Administering progress payments to assure that work milestones are being met and that all current expenses are paid in a timely manner; • Coordinating the final stages of construction, including contractors' punch lists and similar tasks that must be completed before the project is closed out. 33o,Distel Circle 650-691-izoo info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www,openspace.org Deane Little,Nanette Hanko,Larry Hossett,Kenneth C.Nitz L.Craig Britton 6 zr--, 0 R-04-120 Page 2 As the primary consultant for the Pulgas Ridge Public Access Improvement Project,LFR has been involved since the onset of this project. The firm has worked with District staff over the past sixteen months to develop detailed plans and specifications for the removal of the waste treatment facility, design and engineer the parking and staging area, and obtain the necessary permits from resource and regulatory agencies. The District's existing agreement with LFR allocates only a small amount of funds for minor construction management services. However, LFR is also an expert construction management firm with extensive experience implementing projects similar to Pulgas Ridge. Therefore, staff recommends that the District's existing agreement with the firm be amended to include an additional $30,000 to provide the necessary comprehensive construction management services identified above. The firm has recently submitted a detailed scope of work and cost summary and District staff has negotiated an amount that will provide the needed services within the project's overall budget. Funding At the March 24,2004 meeting,the Board adopted the fiscal year 2004-2005 budget that included$395,482 to complete the Pulgas Ridge Public Access Improvement Project (see Report R-04-42). An itemized cost estimate, including construction costs and construction management services was developed during budget preparation for this project. The estimated construction management cost for this project is approximately 8% of the total construction cost. CEQA COMPLIANCE The District has concluded that amending this professional services agreement does not constitute a project under California Environmental Quality Act(CEQA). Therefore,the recommended action is exempt from CEQA. Prepared by: Douglas Vu,ASLA,Open Space Planner 11 Contact: Same as above Regional Open Sp.ce MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CEFEBRA-FING 30 YEARS OF OPEN SPACE PRESERVATION TO: Board of Directors FROM: L. Craig Britton, General Manager DATE: December 15, 2004 RE: FYI's 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hassett,Kenneth C.Nitz L.Craig Britton L 1,i tz. t-K L H N r- U t-r- I 1-t=Z) Z)�L C If'.�I.D CO L.W."Bill" Lane,Jr. A.U. December 15, 2004 Ms. Mary C. Davey, Chair Nfidpeninsula Regional Open Space District 330 Distel Circle Los Altos, California 94022 Dear Mary: At your Board meeting on Wednesday, December 15, 1 understand that the Northern California Presbyterian Homes and Services will be requesting adoption of a Resolution for a Berm Easement on the Windy Hill Open Space Preserve for their health services project at the Sequoias Portola Valley Community. I am writing to stroagLyr.,u2port this Resolution. I helped to lead the Town's incorporation in 1964 tor a-rural open space community" and was elected the first Mayor. The Presbyterian Church organization and its residents strongly supported this effort and I helped"set the tune"for protecting open space. The Sequoias Portola Valley health services project will benefit the surrounding community, offering space,in its upgraded skilled nursing facility and its new memory impaired unit and assisted living unit. In exchange for the Berm Easement, the Sequoias will • remove the large water tank and reservoir; • underground existing utility lines; 0 grant an Open Space Easement to the District of 3.8 acres of its property; • grant a Conservation Easement to the District of 1.95 acres of its property; and • restore,any District land impacted by the construction work. This exchange will ensure that the scenic views adjacent to the Windy Hill Open Space Preserve will be protected, with 5.8 acres preserved as conservation and open space easements. And the removal of the tank,reservoir and utility lines will improve the views. I feel your support of this Resolution is a fair response to meet a growing social need and will b efforts to preserve open space. erizfit your District's appreciated effo Thank you and Merry Christmas. Keep up your good work in the New Year! cry sincerely, LWLJr/kh 3000 SAND HILL ROAD BUILDINO TWO, SUITE 215 MENLO PA.RK CALIFORNIA 94025-7113 Retired llubh.shcr, szmxei Magazine and Co-Chairman, Lane PublLshing Co. Ambassador. Australia and Nauru, 1965-89,AmbltiSld0r-al-large and commis,5ion(tr crenvral,Japan, 1975-76 (650) SS4-0225 - Fax (650)854-0226 ** TOTAL PAGE . 02 Gordon and Betty MOORE _ F O U N D A T I O N *Lj 4 3 ior-6 December 10, 2004 L. Craig Britton Midpeninsula Regional Open Space District , 33C DiS, I J:INX Los Altos, CA 94022 Dear L. Craig Britton, Thank you very much for taking the time to provide such thoughtful and insightful responses to the survey the Moore Foundation conducted during this past summer. The information you provided has greatly contributed to our understanding of the valuable, diverse, and strategic environmental work occurring throughout the Bay Area. I wish you the best in your environmental endeavors and hope that the coming year is productive and fulfilling for you and your organization. Again, many thanks for your contribution to our efforts. Sincerely, Era ly Go odwIli, r-ograin Associate 415-561-7593 Emily.Goodwin ci;:Moore.or Gordon and Betty Moore Foundation The Presidio of San Francisco P.O. Box 29910 San Francisco,CA 94129-0910 Tel.415.561.7700 www.moore.org Fax 41 S.561.7707 , R n��rv'/ Open Space 84UJPBV8VSULAREG%JvAL OPEN SPACE DISTRICT � � � � � � � Memomnd= To: CruiszBdtton Cc: {NROBD Board ufDirectors From: BudvJurgenaon Date: December |4, 2004 � Re: h4LUnmunhum � � On Friday, December |0, 20N, [ visited Mt. 0munhumwith Jerry Hess, an apparent spokesperson for the Peterson Space and Air Museum, Colorado(he spoke to you under °oru| coomnouoicu1ionm"at you,moeetiugofNovrnnbcr |7, 2O04\1mdctennineifthereure any remaining itonom that the Air Force might want totake from the former Almaden Air Force Station for display ot the museum. Our hope was that anything the Air Force might want from Mt. Onuunhonu would help to garner their assistance in facilitating the securing of federal funding for tile clean up of toxins, asbestos, lead-based paint and unsafe decrepit buildings, xn that the District can restore the site to its natural condition. Mr. Hess served at the Almaden Air Force Station from 1968 to 1970 oil a regular assignment. &tour ofthe site showed that the main former Air Force installations have nearly all been gutted. Among the most important structures we inspected were the Operations building next to the Tower and the Tower itself Even this massive five-story building that once supported u \24ft wide 85'\oo rotating radar antenna im now completely empty. As result, itim unclear what, ifany, items the Air Force may be able to use for the museum. VVo will follow LIP with u letter 0o Mr. Hess; however, due to tile lack of objects of interest,u1 this time it seems unlikely that they will bc doing much follow-through. Regional Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Memorandum To: Craig Britton Cc: MROSD Board of Directors From: Rudy Jurgensen Date: December 14, 2004 Re: "Resolution" On Sunday, December 12, 2004, Dennis Danielson took Christopher O'Donnell, founding member of the"Flight of the Resolution Memorial Fund," as well as his associate, Jay Finkelstein and Mr. North of the Hiller Aviation Museum on a hike to the remaining wing of the "Resolution"aircraft that crashed in 1953 in what is now El Corte de Madera Open Space Preserve. The purpose was to measure the wing in order to determine the feasibility of removing it from the preserve and exhibiting it in the aviation museum. After inspecting the site, all participants agreed that the recovery of the remaining wing would be much more difficult than they had originally thought, for two main reasons: 1) the wing is of structurally unsound condition and larger than had been previously thought; and, 2) as a result, it is most likely not suitable for display in the aviation museum. In addition, it is located in an area that is extremely inaccessible, further complicating any recovery effort. As a result,the project to remove the remaining wing of the"Resolution" has been put on indefinite hold. MIDPEIWNSULA REGIONAL OPEN SPACE DISTRICT Memorandum To: Board of Directors From: Michael C.Williams, Real Property Manager Date: December 14, 2004 Re: Proposed Purchase of Guadalupe Land Co. As part of the due diligence investigation of the 286.61 acre Guadalupe Land Co. property, the District contracted with Michael Cox to provide a detailed mining assessment. Mr. Cox is a geologist having a high level of expertise and knowledge of mining activities in and around Almaden Quicksilver County Park. According to the April 29, 2002 Michael Cox Report, there are no signs of mercury mining activities on or near the property. Mr. Cox reviewed relevant State and federal mining and geologic reports as well as making a field inspection of the property. 0 Page 1 Regional Open Sp.%-,e ---------- —------- MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CELEBRAJ-ING 30 YEARS OF OPEN SPACE PRESERVA'TION TO: Board of Directors FROM: L. Craig Britton, General Manager � DATE: December 10, 2004 RE: FYI's 33o Distel Circle 650-691-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nonette Hanko,Larry Hossett,Kenneth C.Nitz L.Craig Britton LAND TRUST ALLIANCE RECEIVED November 24, 2004 DEC 02 2004 AIDPENINbUuA HEGIONAL OPEN, SPACE DISTRICT Mr. L. Craig Britton General Manager Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022-1404 Mexico Dear Craig: On behalf of the Board of Directors and staff of the Land Trust Alliance I want to thank you for presenting at the 2004 Land Trust Alliance Rally—our largest yet, with more than 2,100 participants, including 1,000 attending for the first time. Your participation helped make this one of the best Rallies ever, with dynamic speakers, new program content and facilitated meetings among regional and national leaders. Rally attendees look to your leadership for the most recent information, specialized techniques, practical tips and wisdom about the business of land trusts and land conservation. The exchange of this information, combined with your guidance and enthusiasm, is what encourages participants to return to Rally year after year. Thank you again for everything you have done to contribute to the success of Rally 2004, as well Y g � gY Y as the continuing support you provide to LTA and your local land trusts. As LTA embarks on an ambitious agenda for 2005 and beyond we depend on the good will, active engagement and financial support of individuals like you. I look forward to seeing you again at the 2005 Rally, October 14-17, in Madison, Wisconsin. With best regards, Rand Wentworth President 1331 H Street,NW Suite 400 Washington, DC 20005-4734 Tel: 202 638 4725 Fax: 202 638 4730 Web:www.Ita.org E-mail:lta@lta.org ®Printed on recycled paper Regional Open Sp&-e MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION November 22, 2004 Honorable Arnold Schwarzenegger Governor, State of California State Capitol Building Sacramento, CA 95814 Dear Governor Schwarzenegger: On behalf of the Midpeninsula Regional Open Space District, I am writing to express my strong opposition to the Bush Administration's proposal to rescind the Roadless Area Conservation Rule and replace it with a"state petition process." The Roadless Area Conservation Rule was passed and implemented to protect the last remaining wild and intact 58.5 million acres of national forests and grasslands from road construction and most logging,drilling,and mining. More Americans took part in this rule-making process than in any other federal rule drafting in history. Within California,over seventy percent of Californians supported the rule,which protects four million acres of national forest roadless areas. Federally protected roadless areas are a vital part of California's great natural heritage and economy. These areas provide numerous benefits to our state's ecosystem, including clean drinking water and valuable fish and wildlife habitat. An example of a key forest at risk is the Duncan Canyon in the Tahoe National Forest. Duncan Canyon is one of the few remaining areas that harbor an intact example of this forest type throughout the entire central Sierra Nevada in the 5,000 to 7,000 foot elevation range. While enjoying their visit to a natural treasure such as Duncan Canyon, Californians and tourists alike are in turn assisting the local economies. The"state petition process"proposal would impose a cumbersome review and analysis of all proposals to log,mine, drill, or construct roads through these valuable state resources. This process would force the State of California to incur significant new costs and burdens in an effort to protect these pristine areas and would offer no guarantee that these natural treasures would be protected for the future generations of Californians to enjoy. It is the responsibility of the federal government,not the state,to protect these areas. The Roadless Rule is a fair and balanced policy that provides secure,nationwide protection for roadless areas. Americans and Californians alike have already clearly demonstrated that they want a strong,national policy to protect national forest roadless areas. More than 90 percent of the more than 2.5 million comments to the National Forest Service on this issue supported the Roadless Rule. As the General Manager of the Midpeninsula Regional Open Space District and as a Californian, I respectfully urge you to not to replace the Roadless Area Conservation Rule with the ill-conceived"state petition process." Si rely, L. Craig Britton Forest Service Content Analysis Team,Ralph Heim, Senator Barbara Boxer, Congresswoman Anna Eshoo,Congressman Mike Honda,MROSD Board of'Directors 33o Distel Circle 650-69i-12oo info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,Jed Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-691-0485 fax www.openspace.org Deane Little,Nanette Hanko,Larry Hossett,Kenneth C Nitz L.Craig Britton ii O D e, r11�0* a A non-profit corporation supporting environmental education Winter Quarterly Newsletter 2004 r Atn 9 HOLY, yp i y Deer Hollow Farm Teaching Docents Honored Deer Hollow Form's 26'" annual Volunteer Recognition Dinner was held in October in the Hay Barn. More than 50 volunteers who keep Deer Hollow Farm and fu its environmental education running smooth) program 9 Y were honored at the dinner. Friends of Deer Hollow Farm was honored for providing one-third of all tuition for Deer Hollow - Farm classes for children. Officials presiding over the thank-you speeches were Midpeninsula Regional Open Space District Board Members Mary Davey (pictured) and Jed Cyr and District General Manager Craig Britton as well as Lori Topley, Interim Mountain View City Recreation Manager. D€• �?�EEOW `4 � A F,: i µ �i I 2004 Deer Hollow Farm Summer Comp Volunteers December 9,2004 To: Craig Britton, General Manager From: David Sanguinetti,Area Superintendent Subject: Ken Fisher Artifacts from District Preserves As instructed by you through the Board I made contact with Ken Fisher regarding his collection of artifacts that he is maintaining for the District. Mr. Fisher agreed these artifacts belonged to the District and that he was maintaining them for safekeeping and for use when he provides historical presentations to the public. Ken understands that the District owns these items and at some fixture date,will request them when they have a facility or process to store and display them. He agreed to provide the District with an inventory of the various items he is currently maintaining. Included with this memo you will find the list of items that he has collected from District Land for historical documentation of the Northern Skyline Area. In the"Lumbering Collection" list, he has noted that the checked items belong to the District and the unchecked items are his personal collection that he has received as gifts or from other properties. I would recommend we set up a file of District owned historic items, where they were collected and what is their current location of storage and display. As such, the Skyline Area needs to inventory our collection and location of artifacts and add them to this file. We should also begin to think about developing secure locations where we can keep all District artifacts, as fixture generations will benefit from our efforts. V Best Practices for Promoting Good Relationships Between Your CityCouncil and Staff a.` by Best, Best and Krieger good relationship between city council members and staff is fundamental to a well-run city.A city s success invari- ably turns on whether the city council and staff can communicate in an effective and respectful way. Perhaps even more important, this relationship has a significant impact on the ciry's ability to keep quality staff. Although city council members may Create incentives for staff about what is best for the community, believe that distancing themselves from to give the council its best particularly when the city has limited the city's daily affairs might alienate the AL, assessment on issues. resources that must be stretched to meet staff, deferential distance allows staff to Example:A community group asks the multiple needs. From time to time, lead- do what they are trained to do—run city to place more stop signs in its neigh- ers will find it necessary to yield to popu- the ciry's administrative affairs. Respect for borhood. Staff has advised that stop signs lar sentiment, even when it goes against their role within the city also encourages are not an effective solution because the sound policy considerations. staff members to implement the policies neighborhood's problem has more to do Doing so has definite downsides and council members feel passionately about. with lack of traffic enforcement than traffic risks, however. First, if this isn't really The following best practices offer exam- flow. Knowing, however, that approving going to solve the problem, the goodwill ples and analyses of such predicaments. the stop signs will curry favor with neigh- generated from the neighborhood group These examples are for purposes of illus- borhood leaders, the council approves the is likely to be short-lived. Second, this tration onlyand are not intended to re stop signs. p opens the door for other neighborhood resent any actual situations. Best Practice:A key role of the city's groups to make similar requests for stop leaders is to make difficult decisions signs that won't address the real problem continued This article is excerpted from materials prepared by the municipal law firm Best,Best and Krieger in support of the Institute for Local Self Govemment's Public Confidence and Ethics Project.Best,Best and Krieger has offices in Irvine,Indian Wells,Ontario,Riverside,Sacramento, San Diego and Walnut Creek,and represents a wide variety of public agency clients. www.westerncity.com Western City,December 2004 1 1 I Best Practices for Promoting Good Relationships Between Your City Council and Staff, continued Although city council members may believe that distancing A New Resource for themselves from the city's daily affairs might alienate the staff, City Officials A good relationship between city deferential distance allows staff to do what they are trained to council members and the city do — run the city's administrative affairs. attorney is essential to ensurethat the city's interests are pro- tected and its goals are reached. Council and Counsel:A Guide for —which arguably compounds the ill- the face of an attack, elected officials not Building a Productive EmploymentRelationship is a new League advised expenditure of resources. Finally, only preserve staffs dignity but also their publication that presents essen- from a staff relations standpoint, you risk trust in the council. tial basic information about the sending the message that the council does employment relationship between not value staffs sound analysis or that the city attorney and city council. such analysis plays only a secondary role Criticize the project or the It offers practical suggestions on in the council's decision-making. x '" process, not the person. structuring the employment rela- This can put stress on city staff because Example: During a city manager's pres- tionship to help achieve mutualobjectives and expectations. the may worry that the council's entation on a project at a city council Y Y Y Council and Counsel is available perception of them depends on staff meeting, a council member pointedly for purchase through CityBooks telling the council only what the council questions the city manager's judgment in at(916)658-8257 or online at wants to hear. bringing the project to the council.The www.cacities.org/store. council member also implies that he has concerns about the manager's overall abil- Praise in public; criticize iry to do the job. in private.p . Best Practice.Disassociating a particular to balance the budget.These cuts will Example:The local newspaper has run a project from the person who sponsored undeniably increase the time it takes to series of stories criticizing the city's dill- or created it is a difficult but necessary serve constituents.Anticipating a neg - a gence with respect to code enforcement task. Explaining your concerns about the rive community reaction and wanting to efforts, using a series of blighted proper- project or the process that led up to put- distance herself from these cuts, a council ties as examples.A colleague tells you ting the item on the agenda helps staff member publicly condemns the city staff that he will use his"council member understand how they can better serve the for deciding to take these steps in order comments" time at next week's meeting council. On the other hand,casting your to balance the budget. to accuse the city's code enforcement concerns as a lack of faith in the staff Best Practice.City staff are the experts operation of gross incompetence. member's abilities is likely to make staff on the day-to-day operation of the city. Best Practice.Remind your colleague feel defensive and lower their morale, They also receive ongoing training to that you are all art of a team; an k which in turn decreases productivity. P Y attack is likely to be counterproductive in learn how to improve their administrative on one aspect of city government is an functions. Publicly criticizing staff fo r or terms of the service that council receives g attack on the whole institution.The first makingdifficult but necessary decisions from staff. It also creates arisk-averse rY task is to assess the situation. For exam- is simply unfair because it penalizes staff atmo sphere here at city hall that dampens P t3 P ple, is the problem incompetence or lack for doing the lob the council asked Them of fundingin light of the city's needs? staffs enthusiasm for bringing innova- to do.g ry Live ideas forward to the council. Undermining staffs abilities in Counsel our colleague to work with the Y $ public only serves.to create public dis- P Y i c manager to determin e whether there Imp lying 1 in that someone's job may be in trust toward all of city v P Y g ) Y ry government.' is merit to the newspaper's criticism and, jeopardy is not only unethical but also if so,what the solutions might be. Con- creates the risk of a larger staff exodus if Create mechanisms that pro- structive criticism of staff work delivered they sense their boss's days are numbered. � `�s teet staff from being drawn in a discreet manner produces more osi- ` '' P Pam. into intra-council conflicts. c five and effective results than a harsh 3,,,�� Example: Only two days before a city public rebuke. Avoid scapegoating staff. council meeting, a council member asks If the newspaper's criticism is unfair or staff to prepare a report regarding an otherwise unwarranted, put the issue on Example: Staff has presented a budget item that is on the consent calendar for the council meeting agenda and explain update in which they have had to make the next council meeting. At the meet- why at the meeting. By defending staff in some unpopular spending cuts in order I 12 League of California Cities www.cacities.org Constructive criticism of staff work delivered in a discreet manner produces more positive and effective results than a harsh public rebuke. ing, the council member surprisingly takes the item off the consent calendar and proposes a discussion on the matter. The other council members,who haven't. had sufficient time to review the new Stormwater Runoff report, don't have enough information to form an opinion on the matter, causing P g them public embarrassment. Staff is rep- rimanded for not providing the informa- Groundwater Rech tion to all of the council members. E Best Practice:All council members have NO PROBLE a stake in a level playing field and need access to staff resources to pursue their policy and political objectives. Making Santa Monica Imperial B sure that everyone has the same informa- tion ensures that all council members can Pebble Beach and C e rr knowledgeably discuss the matters before5- them. It also prevents discord between have all discovered the berg city staff and council members,who feel ambushed when an issue is raised about Pervious Concrete' ..,,_ ' which they lack sufficient information. 1 In fact, one Southern California city ?k r manager has incorporated this type of policy into a memo circulated to all new } - city officials (see"South Gate Triumphs • Meets N P D E S require m Over Adversity:A First-Person Account," 'z Western City,July 2003,available online • An EPA B M P at www.ilsg.org in the Public Confidence v section under"Staff Relations.") 1 �. , '-J x`x. In Conclusion �yMl Most staff members care verydeeply I ry about the communities in which they work and their jobs.This is a resource DU .±: worth nurturing, and adhering to the r `� resented here can help. 00NC11LTE' Practices P P 1,,, Do you have an idea about staff relations * best practices?The Institute for Local Self www.readymix.org . Government welcomes your suggestions. The Southern California Ready Mixed Concrete Association,its staff and its member Send your ideas to <i1sg@cacities.org>. ■ and all responsibility and liability for the accuracy and the application of the inf in this message to the full extent permitted by law. i www.westerncity.com Western City,December 2004 13 f ~ ^ � © . . . + � > � « < /} \ \ \< y\ y \\ « . . . . ��. , ' PA, . . w :. . . � 2 . m The Ethics of Council -Staff Teamwork � I 14 League of California Cities www.cacities.org QUESTION am a newly elected city council member, and I ran on a platform of"taking care of the basics"in our city. Being action oriented, I requested a meeting with our public works director immediately after I took office to discuss some concerns my neighborhood has had about the condition of our streets. I think this is a situation that needs addressing now. During the meeting, I noticed she was very uncomfortable. Furthermore, I got frustrated because she refused to commit to any plan of action to address my concerns. I lost my temper when she suggested my concerns should be discussed with her boss, the city manager. The public works director has worked for the city far more than 10 years and should be able to respond to my concerns competently. Frankly this is the kind of nonresponsiveness that I ran against in my campaign. What gives? I ANSWER been approved by the council as a whole who then relays that direction to staff. and are subject to a budget also adopted The general role of the city manager is to First, congratulations on your election by the council. promote partnerships among council, and your willingness to spend time en- staff and the public in developing public in public service for our commu- The public works director's discomfort gaged P Y policy and building a sense of community. niry. Public service is complex and has may have resulted from a concern that you dial you were suggesting that the city deviate The reason that the public works director some traps for the unwary, eyed in your meeting with the public works from its already adopted policies and suggested that you talk with the city man- budgetary priorities. It may be that you agar is that, by law, this is the way the director.There are probably several things triggering her discomfort. don't agree with the city's present approach council-manager form of government has or priorities, but those concerns need to been set up. Because the manager recruits, How Decisions Regarding Street be addressed to and by the council col- hires and supervises the ciry's staff and lectively.You can imagine the chaos that carries out the council's policies, it is Repairs/Improvements Are Made would result if each council member appropriate for the manager to direct As a city council member, you are now could individually direct the activities of staff. In fact, most staff members are part of a multi-member governing body city departments. trained to do exactly what the public that collectively makes policy decisions for works director did—suggest you con- the ci Those policy directives are i- This is not to say that staff does not appre- ty P Y tyP date hearing from council members about tact the city manager.This enables the tally communicated to the city manager, manager to hold staff accountable on the who then provides appropriate direction conditions of which the city should be P aware.The key is to communicate this in council's behalf for implementing the to staff to follow up. council's policies and directives.The entire a way that does not direct or appear to council, in turn, holds the manager For example, regarding the street issue, direct staff to act. accountable for staffs overall performance. the city may already have a capital im- provement program.This program prob- The City Manager's Role This "chain of command" feature of the ably has a schedule or agreed-upon council-manager form of government is standards and/or an engineering evalua- This distinction between providing infor- g g motion to staff and providing direction is typically embodied in the ciry's charter or tion of the condition of city streets.These ordinances. Elected officials who have objective criteria guide staff on how to key in cities with a city manager form of l g disregarded this feature have found them- prioritize repairs for those streets most in government. In such cities, the council selves in legal hot water. For example, a need.These criteria likely have already provides direction to the city manager, mayor in the San Francisco Bay Area was continued on page 17 Looking for Footnotes? A fully footnoted version of this This column is a joint effort of the members of the Institute for local Self Government's advisory article is available online at panel on ethics.The questions in this column thus far have been suggested by the ethics advisory www.westerncity.com/articles. panel members to stimulate discussion and thinking on ethical issues faced by local officials.For more information about IISG,visit www.ilsg.org.To suggest a future topic,e-mail<ilsgc@cacities.org>. www.westerncity.com Western City,December 2004 15 The Ethics of Council-Staff Teamwork, continued from page 15 convicted in 2002 of violating this aspect of the city charter by asking that city em- It may be that you • • present ployees do favors for him that advanced his personal investment objectives. approach or • ! those • need • •" P in litigation in- addressed The issue also came u liti .• • '• • • by • collectively. volving a Southern California city and a land use matter. Homeowners argued a h t that the ci s coons with respect o a P tY nonconforming use were legally flawed of whether your property will receive because a council member had passed improved street services (as opposed to Communicating With Staff: along a constituent's concerns about the merely repaired streets).A conversation structure to the city's planning director. with your agency counsel can help you What s Wand What s Not? Ultimately the city prevailed on the argu- understand the law's application to your In cities with a city manager form ment that the council member's commu- specific circumstances. of government, the typical ordi- nication was an inquiry and not a directive, nance provides that elected offi- Remember, too, that the law only sets but it was an arduous process.The court vial inquiries and information minimum standards for ethical behavior also implied x s with staff are OK but that the result might have exchanges g in public service, and public perception 9 iv re not.Typically this"directives"a been different had the council members • YP Y � plays an important role in public service means that an elected official can communication been a directive to staff. ethics.Whether or not you legally need share information with staff mem- This is not to say that lawsuits or crimi- to disqualify yourself from becoming bers and seek facts from them but nal prosecutions will follow all communi- involved in these discussions, think how cannot tell them to do anything. cations with staff. However, these two it will look to the community in general The lines can become blurry,how- cases do underscore that the particular if one of your first priorities as an elected ever,when an elected official is division of labor envisioned by the coun- official appears to be one that involves inquiring about a problem situa- cil-manager form of government is one some kind of personal benefit in terms of tion, because there usually is a improved streets in our neighborhood. strong and natural correlation that has the farce of law and needs to be P Y g between an elected official's respected for the eery to operate smooth- This can be an ethical dilemma in and of being aware of a problem and h The bottom line is that, if your city itself if one of your campaign pledges in- wanting that problem addressed. has acouncil-manager form of govern- se i rom volved a to et the streets fixed ment, it appears your conversation broke P g As an ethical matter, it's best not for your neighbors. On one hand, you to try to walk too Closely to the the law. told people you would take steps to address I makingit clear line;for example,P P Y P , P a problem (promise-keeping is an ethical in the tone and phrasing of your Conflict of Interest Issues value); on the other, you now have a "inquiry"that you would appreci- Another possible reason for the public responsibility to act in the community's ate/expect some form of action, works director's discomfort may relate to best interests as a whole. while carefully avoiding anything that literally would be a"directive" the fact that the street improvements One approach to balancing these con- or a request for action.Basically were in your neighborhood. Under the flicting such an approach ethical values is to learn how violates the states conflict of interest rules, you need decisions concerning street repairs and spirit of the rule against council to be especially careful about becoming ivso P Y g are made in our ci . It members issuing directives t improvementsg Y n' involved in cityissues that affect our staff.Violating the spirit of an Y f he city 9 P Y may also be that other areas o t ry Y neighborhood if you own or have a long- rule is rarely, if ever, ethical.If g Y g your neighbor- Y have the same needs as u a term lease on property in the vicini Y g what you want is action on a prob- lem,city manager Talking talk with the city manager. er. The conflict of interest rules preclude about whether this issue can be put on you from being involved in governmental the agenda for discussion by the council i actions that affect your economic inter- or whether the city can sponsor a com- ests. Under these rules, you have an eco- munity workshop to hear residents' con- Treatment of Staff I nomic interest in real property in which terns are two options to move forward Staff can be a valuable source of expertise you, your spouse,your dependent chil- on your goal of following up on cam- and background on these issues,which is dren or anyone acting on your behalf has paign commitments.This also provides why it is unfortunate you lost your temper invested$2,000 or more, and also in cer- your fellow council members an opportu- with the public works director.Experienced tain leasehold interests.The analysis can nity to participate in the conversation. be complex and involve determinations continued www.westerncity.com Western City,December 2004 17 The Ethics of Council-Staff Teamwork, continued "chainThis ' • council-manager The City Manager's Ethical Obligations governmentform of embodied Electedcharter or ordinances. This month's column discusses the ethics of elected officials disregarded th '.ture have found themselves in legal dealing with staff.What about the city manager's ethical obligations water.hot to serve elected officials? City managers who are members of the International City-County and loyal staff are a precious resource for city practices, protocols and policy erodes Managers Association (ICMA) any organization, and the public sector is that trust.Add the fact that staff may subscribe to a lengthy code ofethics that includes a number of no exception.As you can tell from the worry that their livelihoods are on the tenets on this topic: above analysis, the public works director line no matter which approach they take, was trying to do her job and keep you and the damage to the relationship goes • als Tenet 5.Submit policy propos- from stepping over legal boundaries by even deeper. them with facts and advice on to elected officials, provide referring you to the city manager. them Why should you care?There are two sets matters of policy as a basis for As a general matter, keep in mind that of reasons. In terms of ethics, respect is making decisions and setting asking staff for special favors—even those another key ethical value.There are ways community goals, and uphold that do not benefit you personally—puts of communicating the depth of one's and implement local govern- staff in an awkward situation.Staff gener- concern and frustration without giving in ment policies adopted by elect- ally are dedicated to their jobs and want to to the anger that may accompany that ed officials. work with the elected officials to improve frustration. Sure,you have the power as • Tenet 6. Recognize that elected their communities. Forcing them to choose an elected official to scold staff about representatives of the people are between doing something an elected offi- something, but ethics is not about what entitled to credit for the estab- cial wants them to do and established we can do—it's about what we ought to lishment of local government do.This is why most cities have proto- policies; responsibility for policy cols or other requirements that any criti- execution rests with the[ICMA]members. cisms of staff members be made only in private to the city manager. • Tenet 7. Refrain from all politi- cal activities that undermine The second set of reasons to care about public confidence in professional staffs loyalty is more pragmatic.Your administrators. Refrain from -' success as an elected official depends on participation in the election of the assistance of capable staff who know members of the employing le - 9 your community. Savvy leaders cultivate illative body. - their relationships with those in a posi- ICMA promotes ethical conduct tion to help them achieve their goals.You through its code of ethics, publi- __ want to motivate staff to apply their expert- cations on ethics issues and ise,energy and creativi to the roblem training programs for local gov- you want to solve.As management guru ernment professionals. For more Ken Blanchard counsels, "The key to information about ICMA's ethics successful leadership today is influence, program, issues and advice, or enforcement of the ICMA Code 1 not authority." of Ethics, visit the Ethics Program lr 1 section of www.icma.org. 4. x 18 League of California Cities www.cacities.org As a steward of the ciry's resources,you have a responsibility to concern yourself 1need 1 •_ _ about becoming with the long-term implications of city practices in general. On the staff relation- involved in city issues that1 • 1 1 1 1 ship issue,veteran recruiter John Shannon(now with CPS Executive Search) says he if youown or have long-termlease on property has observed the difficulties public agen the vicinity. - cies have in attracting top-notch individ- uals if the word is out that the working environment is abusive, unstable or unfair. (And be assured that with e-mail,word travels fast if members of a profession feel that one of their own has been mistreat- ed.) In fact,when organizations have had _ p,•, this problem for awhile, they become SPEED AND EXPERTISE subject to a sort of downwards spiral of l P REALLY DO MATTER ! mediocrity that becomes difficult to over- ••1 come.This is not the direction in which 1'l1J �"' " you want to take your city. That's what you get when you choose CPS. 1 Finally, encouraging talented individuals For more than half a century,CPS has provided to make a career in public service is an comprehensive HR Services exclusively to public 7� even more long-term and global issue. agencies throughout the United States. No matter The question of where the next genera- the size of your HR needs,our expertise can help For more tion of city professionals will come from you develop and maintain an optimal workforce. information,call is significant enough that the city man- 916.263.3600 agers organization has a committee dedi- cated to grappling with it. 11�1 Offices in California 44J Harman Resource Services Wisconsin What to Do? Washington,D.C. Cartoonist Lynn Johnston described an Government Consulting,Test Services, apology as the"superglue of life" because Executive Search and Recruitment it can repair almost anything. Do what the public works director suggested and talk with the city manager about what happened and explore options.Then ask to meet with the public works director to � R apologize for losing your temper. Expe- rienced staff appreciate that elected offi- cials may not be accustomed to being part of a collective decision-making body. Partnering with redevelopment ■Neighborhood Revitalization ■Affordable Workforce Housing They also understand that you are just agencies, local governments, becoming acquainted with how city coun- ■Urban Downtown living cil members can advance both their oli- transportation authorities ■Transit Orientated Housing P ■Urban Master Planning cy goals and constituents'concerns.Being and municipalities. --" a person who acknowledges this can get I r�� you off on the right foot with the city's ' staff in your new position. for More Information: THE OLSON COMPANY America's _ Builder _ www.westerncity.com Western City,December 2004 19 Claims No 04-17 Meeting 04-30 Date 12/15/2004 Revised Midpeninsula Regional Open Space District # Amount Name Description 1823 $216.50 A Royal Wolf Portable Storage Storage Rental Units-FFO 1824 $145.27 Accents&Artech Lamination Supplies 1825 $368.26 Acme&Sons Sanitation Sanitation Services 1826 $162.72 ADT Security Services Burglar Alarm Service 1827 $35.00 Allen's Press Clipping Bureau Media Clips 1828 $917.57 Allied Auto Works Vehicle Service and Repair 1829 $184.06 Altieri,Kristi Event Supplies-Book Reception 1830 $886.80 American Red Cross First Aid&CPR Training&Supplies 1831 $51.37 ANG Newspapers Legal Advertisement 1832 $394.61 Avaya,Inc. Monthly Telephone Service Agreement 1833 $56.67 Barron Park Supply Co.,Inc. Plumbing Supply 1834 $339.52 Beck's Shoes Inc. Uniform Shoes 1835 $58.00 Beckman,Craig Reimbursement-Cell Phone 1836 $255.13 Ben Meadows Company Office Supplies 1837 $110.00 Board of Equalization Water Rights 1838 $300.00 CA Chapter of American Planning Recruitment Advertisement Assoc. 1839 $74.43 Cal-Line Equipment,Inc. Vehicle Repair 1840 $75.52 California Chamber of Commerce 2005 Employee Posters 1841 $342.51 California Water Service Company Water Service 1842 $60.00 Cashier Dept.of Pesticide Regulation Pesticide License Renewal 1843 $29.48 CDW Government,Inc. Computer Supplies 1844 $222.50 Coblentz,Patch,Duffy&Bass,LLP Legal Services 1845 $499,000.00 ## Commonwealth Land Company Land Acquisition-Davidson Property 1846 $1,000.00 *1 Commonwealth Land Company Acquisition Deposit-Davidson Property 1847 $97.91 Congdon,Bunny Mileage Reimbursement 1848 $144.51 Continuing Education of the Bar Legal Books 1849 $254.41 *2 Costco Supplies 1850 $26,486.69 County of San Mateo-County Protest Count Services Clerk/Recorder 1851 $16.00 County of Santa Clara-Registrar of 2004 Election Publishing Voters 1852 $2,968.14 Cresco Equipment Rentals Tractor Rental 1853 $253.42 David Edwards-Great! Printing Services-Volunteer Winter Newsletter 1854 $94.00 Del Rey Building Maintenance Light Replacement-Distel Circle Building 1855 $65.91 *3 Downing,Brendan Reimbursement-Vehicle Supplies 1856 $15,560.24 EDAW,Inc. Master Plan Contract Services-Sierra Azul&Bear Creek Redwood 1857 $198.11 Emergency Vehicle Solutions,Inc. Equipment Repairs 1858 $261.16 *4 Federal Express Express Mailing 1859 $8,936.40 *5 First Bankcard 847.38-Local Business Meeting 1519.40-Conf.Exp 1819.01-Field Equip.Supp.&Uniform Exp. 394.29-Office Supplies 1398.25-Web Hosting&Contract Renewal 962.70-Software 512.65-Uniform Exp. 1047.72-Special Event Supplies 435.00-Job Posting 1860 $137.96 Forestry Supplies,Inc. Field Supplies 1861 $259.50 Freeman,Matt Mileage Reimbursement-3 Months 1862 $104.92 G&K Service Shop Towel Service 1863 $86.87 Gardenland Power Equipment Field Supplies&Equipment Page 1 of 4 i i Claims No 04-17 Meeting 04-30 Date 12/15/2004 Revised Midpeninsula Regional Open Space District # Amount Name Description 1864 $7,306.25 Gary Ifland&Associates,Inc. Surveyor Services-Presentation Center 1865 $162.60 Gempler's,Inc. Uniform Supplies 1866 $22,565.00 Graphic Arts Center Publishing Printing District Book Company 1867 $184.89 Green Waste Recovery,Inc. Garbage Services 1868 $242.42 Home Depot,Inc. Field Supplies&Equipment 1869 $15,382.40 HRB Construction,Inc. Engineering Services-Foothills Shop Building 1870 $2,250.00 IEDA,Inc. Consulting Services-Labor Relations 1871 $900.00 International Training Resources Defensive Tactics Training 1872 $1,130.00 Jakaby Engineering Consulting Services-Virginia Mill Trail 1873 $45.00 Jim Davis Auto Vehicle Smog Tests 1874 $127.74 John Shelton,Inc. Field Supplies 1875 $365.21 Kier&Wright Civil Eng.&Surveyors,Inc. Engineering Services-El Sereno OSP 1876 $53.18 Kinko's Printing Services 1877 $5.00 Landscape Supervisors Forum Forum Subscription 1878 $35.61 Langley Hill Quarry Base Rock 1879 $6.41 Lanier Worldwide,Inc. Photocopy Charge 1880 $98.00 *6 Lanier Worldwide,Inc. Photocopy Charge 1881 $15.00 *7 Lee Buffington-San Mateo County Tax San Mateo County Mosquito Abatement Benefit Collector 1882 $552.00 Liebert Cassidy Whitmore Legal Services 1883 $350.77 Life Assist First Aid Supplies 1884 $1,264.37 Los Altos Garbage Co. Refuse Services 1885 $60.00 Macke Water Systems,Inc. Kitchen Supplies 1886 $119.92 MegaPath Networks Internet Connection-DSL Line-FFO 1887 $727.82 MetroMobile Communications Radio Repairs 1888 $800.00 Michael F.Cox Legal Services 1889 $53.58 Minton's Lumber&Supply Field Supply 1890 $171.00 Mountain View Optometry Safety Glasses 1891 $175.18 Newbum,Michael Tuition Reimbursement 1892 $1,489,000.00 ## North American Title Company Land Acquisition-Keyani&Hayes Property 1893 $10,000.00 *8 R North American Title Company Acquisition Deposit-Hayes Property 1894 $1,000.00 *9 North American Title Company Acquisition Deposit-Keyani Property 1895 $178.42 Northern Energy,Inc. Propane Service 1896 $5,000.00 ## Old Republic Title Company Stienstra Exchange 1897 $1,804.25 Orchard Supply Hardware Field Equipment&Supplies 1898 $259.11 Orlandi Trailer Trailer Accessories 1899 $50.00 Pacific Coast Seed,Inc. Field Supply 1900 $13,958.15 Page&Turnbull Construction Drawings&Services-Picchetti Ranch Winery Building 1901 $9.30 Pape' Material Handling Maintenance Supply 1902 $106.81 Peninsula Digital Imaging Printing Services-Construction Plans&Maps 1903 $3,460,000.00 ## Peninsula Open Space Trust Land Acquisition-Guadalupe Land Co. 1904 $45.00 Peninsula Transmission Service,Inc. Vehicle Repairs 1905 $347.33 Petrotek Fuel Pump Repairs 1906 $39.10 *10 Pitney Bowes,Inc. Postage Machine Postage 1907 $249.00 Protection One Alarm System-Admin.Office 1908 $102.29 Rancho Hardware&Garden Shop Field Supplies j 1909 $2,880.00 Ray Budzinski Consulting Services-Big Dipper Ranch 1910 $510.25 Rice Trucking-Soil Farm Delivery Services 1911 $18.72 Robert's Hardware Field Supplies Page 2 of 4 Claims No 04-17 Meeting 04-30 Date 12/15/2004 Revised Midpeninsula Regional Open Space District # Amount Name Description 1912 300.00 Roberta Wolfe Recording Services $ g 1913 $107.29 Roessler,Cindy Reimbursement-Mileage 1914 $5,300.97 Roy's Repair Service Vehicle Repairs&Service 1915 $49.74 Royal Brass Inc. Field Supply 1916 $260.52 San Jose Mercury News Legal Ad. 1917 $506.24 San Jose Water Company Water Service 1918 $10.00 San Mateo Co.Public Health Lab. Tick Testing 1919 $1,419.47 Santa Clara County-Dept.of Env. Permit-Hazardous Material Storage Health 1920 $385.24 *11 SBC Payment Center Telephone Service 1921 $54.13 Second Cup Caf& Local Business Meetings 1922 $622.00 Sequoia Analytical Soil Sample Analysis 1923 $100.00 Spectrum Resources Radio License Renewal 1924 $390.00 State Bar of California State Bar Dues-S.Schectman 1925 $13.00 Stephen J.Salveter Photo Documentation Reimbursement-Easement Monitoring 1926 $250.00 Sterling Underground Construction Monitor&Pump Septic Tank,Rancho San Antonio 1927 $776.44 Stevens Creek Quarry,Inc. Base Rock 1928 $4,147.42 Tires on the Go Tires&Tire Repair 1929 $1,800.00 TR Communications Radio Repair Services 1930 $301.90 United Parcel Service Parcel Shipping 1931 $363.22 *12 Verizon Pager Service&Wireless Phone Service 1932 $21,297.80 Watershed Science Construction Management Service-2 Bridges and Trail Repairs-Virginia Mill Trail&Grabtown Gulch 1933 $135.00 West Coast Rebar Co.,Inc. Recycling Services-Tires 1934 $271.00 West Payment Center On-Line Legal Subscription 1935 $1,711.87 Western Press&Mail Postage-Winter 2004 Newsletters 1936 $146.63 Williams,Mike Mileage Reimbursement-2 Months 1937 $422.52 Winters,Krug&Delbon Legal Services 1938 $164.37 Xpedite Fax Broadcast System Services 1939 $10,220.00 YellowDuckDesign,Inc. Website Redesign 1940 R $3,139.25 A Royal Wolf Portable Storage Storage Container Rental-FFO 1941 R $126.23 Browning-Ferris Industries Refuse Services 1942 R $5.00 Clark Smith Trail Guide Book Refund 1943 R $10.00 David Hansen Trail Guide Book Refund 1944 R $66.36 Hopkins Technical Products Inc. Field Supply 1945 R $5.00 Joan Young Trail Guide Book Refund 1946 R $5.00 June Legler Trail Guide Book Refund 1947 R $166.17 Jurich,Michael Reimbursement-Uniform Expense 1948 R $36.98 Kwik Key Lock&Safe Co.Inc. Key Holder 1949 R $10.00 Lisa Zadek Trail Guide Book Refund 1950 R $5.00 Margaret Bouttell Trail Guide Book Refund 1951 R $10.00 Mariquita West Trail Guide Book Refund 1952 R $5.00 Marvin Lundquist Trail Guide Book Refund 1953 R $20.00 Mary Davey Trail Guide Book Refund 1954 R $2,009.85 Monster Mechanical,Inc. Thermostat&Drain Repair-Distel Circle/Dyer House Drain Repair 1955 R $1,535.97 Office Depot Office Supplies 1956 R $583.26 Peterson Tractor,Co. Equipment Repair Part 1957 R $8.42 Rancho Hardware&Garden Shop Field Supply 1958 R $78.04 Rayne Water Conditioner Rental Page 3 of 4 Claims No 04-17 Meeting 04-30 Date 12/15/2004 Revised Midpeninsula Regional Open Space District # Amount Name Description 1959 R $300.00 Rene Hardoy Repair-Sprinkler System 1960 R $10.00 Rick Barnes Trail Guide Book Refund 1961 R $5.00 Robert McKibbin Trail Guide Book Refund 1962 R $1,035.82 SBC Telephone Service 1963 R $728.49 Shell Credit Card Center Fuel 1964 R $171.04 Tadco Supply Janitorial Supplies 1965 R $5.00 Tom Davids Trail Guide Book Refund 1966 R $25.00 Tom Lockard Trail Guide Book Refund 1967 R $10.00 Wendy Crowder Trail Guide Book Refund 1968 R $5.00 Wim de Wit Trail Guide Book Refund 1969 R $250.00 Woodside&Portola Private Patrol Patrol Services-Windy Hill Total $5,663,816.80 1 Urgent Check Issued 12/03/04 *2 Urgent Check Issued 11/30104 *3 Urgent Check Issued 11/24/04 *4 Urgent Check Issued 11/24/04 *5 Urgent Check Issued 12/03/04 *6 Urgent Check Issued 11/30/04 *7 Urgent Check Issued 12/10/04 *8 R Urgent Check Issued 12/09/04 *9 Urgent Check Issued 11/19/04 *10 Urgent Check Issued 11/22/04 *11 Urgent Check Issued 11/30/04 *12 Urgent Check Issued 12/03/04 ## In the event agenda item is not approved,this claim will not be processed Page 4 of 4 Regional Open SpWe e 1 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT CELEBRATING 30 YEARS OF OPEN SPACE PRESERVATION TO: Board of Directors FROM: L. Craig Britton, General Manager DATE: December 15, 2004 RE: FYI's I I N 33o Distel Circle 650-6g1-1200 info@openspace.org BOARD OF DIRECTORS:Pete Siemens,Mary Davey,led Cyr, GENERAL MANAGER: Los Altos CA 94022-1404 650-6g1-0485 fax www.openspace.org Deane Little,Nanette Hanko,Larry Hossett,Kenneth C.Nitz L.Craig Britton k i � II Gordon and Betty MOORE F O U N D A T 1 O N December 10, 2004 r L. Craig Britton Midpeninsula Regional Open Space District 3✓L.!(n�Diut'�:i fy+.irvae '. Los Altos, CA 94022 Dear L. Craig Britton, Thank you very much for taking the time to provide such thoughtful and insightful responses to the survey the Moore Foundation conducted during this past summer. The information you provided has greatly contributed to our understanding of the valuable, diverse, and strategic environmental work occurring throughout the Bay Area. I wish you the best in your environmental endeavors and hope that the coming year is productive and fulfilling for you and your organization. Again, many thanks fox your contribution to our efforts. Sincerely, .-lily Goodwlii, .P1og ain Associate 415-561-7593 Emily.Uoodwin&Moore.or� I Gordon and Betty Moore Foundation The Presidio of San Francisco P.O. Box 29910 San Francisco,CA 94129-0910 Tel.415.561.7700 www.moore.org Fax 415.561.7707 i Regional Open Space MIDPEN►NSULA REGIONAL OPEN SPACE DISTRICT Memormdm To: Craig Britton Cc: MROSD Board of Directors I From: Rudy Jurgensen Date: December 14, 2004 Re: Mt. Umunhum On Friday, December 10, 2004, I visited Mt. Umunhum with Jerry Hess, an apparent spokesperson for the Peterson Space and Air Museum, Colorado(he spoke to you under "oral communications"at your meeting of November 17, 2004),to determine if there are any remaining items that the Air Force might want to take from the former Almaden Air Force Station for display at the museum. Our hope was that anything the Air Force might want from Mt. Umunhum would help to garner their assistance in facilitating the securing of federal funding for the clean up of toxins,asbestos, lead-based paint and unsafe decrepit buildings, so that the District can restore the site to its natural condition. Mr. Hess served at the Almaden Air Force Station from 1968 to 1970 on a regular assignment. v nearly all been h e A tour o f the site showed that the main former Air Force installations have Y gutted. Among the most important structures we inspected were the Operations building next to the Tower and the Tower itself. Even this massive five-story building that once supported a 124 ft wide 85-ton rotating radar antenna is now completely empty. As a result, it is unclear what, if any, items the Air Force may be able to use for the museum. We will follow up with a letter to Mr. Hess; however,due to the lack of objects of interest, at this time it seems unlikely that they will be doing much follow-through. �I i Regional Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT i Memomnd= To: Craig Britton Cc: MROSD Board of Directors From: Rudy Jurgensen Date: December 14, 2004 Re: "Resolution" On Sunday, December 12, 2004, Dennis Danielson took Christopher O'Donnell, founding member of the"Flight of the Resolution Memorial Fund,"as well as his associate,Jay Finkelstein and Mr. North of the Hiller Aviation Museum on a hike to the remaining wing of the"Resolution" aircraft that crashed in 1953 in what is now El Corte de Madera Open Space Preserve. The purpose was to measure the wing in order to determine the feasibility of removing it from the preserve and exhibiting it in the aviation museum. After inspecting the site, all participants agreed that the recovery of the remaining wing would be much more difficult than they had originally thought, for two main reasons: 1) the wing is of structurally unsound condition and larger than had been previously thought, and, 2)as a result, it is most likely not suitable for display in the aviation museum. In addition, it is located in an area that is extremely inaccessible, further complicating any recovery effort. As a result,the project to remove the remaining wing of the"Resolution" has been put on indefinite hold. i MIDPEN/NSULA REGIONAL OPEN SPACE DISTRICT Memorandum To: Board of Directors From: Michael C.Williams, Real Property Manager Date: December 14, 2004 Re: Proposed Purchase of Guadalupe Land Co. As part of the due diligence investigation of the 286.61 acre Guadalupe Land Co. property, the District contracted with Michael Cox to provide a detailed mining assessment. Mr. Cox is a geologist having a high level of expertise and knowledge of mining activities in and around Almaden Quicksilver County Park. According to the April 29, 2002 Michael Cox Report, there are no signs of mercury mining activities on or near the property. Mr. Cox reviewed relevant State and federal mining and geologic reports as well as making a field inspection of the property. 0 Page 1 Claims No 04-17 Meeting 04-30 Date 12/15/04 Open Mid peninsula Regional O Space District p J P P # Amount Name Description 1823 $216.50 A Royal Wolf Portable Storage Storage Rental Units-FFO 1824 $145.27 Accents&Artech Lamination Supplies 1825 $368.26 Acme&Sons Sanitation Sanitation Services 1826 $162.72 ADT Security Services Burglar Alarm Service 1827 $35.00 Allen's Press Clipping Bureau Media Clips 1828 $917.57 Allied Auto Works Vehicle Service and Repair 1829 $184.06 Altieri,Kristi Event Supplies-Book Reception 1830 $886.80 American Red Cross First Aid&CPR Training&Supplies 1831 $51.37 ANG Newspapers Legal Advertisement 1832 $394.61 Avaya,Inc. Monthly Telephone Service Agreement 1833 $56.67 Barron Park Supply Co.,Inc. Plumbing Supply 1834 $339.52 Beck's Shoes Inc. Uniform Shoes 1835 $255.13 Ben Meadows Company Office Supplies 1836 $110.00 Board of Equalization Water Rights 1837 $300.00 CA Chapter of American Planning Recruitment Advertisement Assoc. 1838 $74.43 Cal-Line Equipment,Inc. Vehicle Repair 1839 $75.52 California Chamber of Commerce 2005 Employee Posters 1840 $342.51 California Water Service Company Water Service 1841 $60.00 Cashier Dept.of Pesticide Regulation Pesticide License Renewal 1842 $29.48 CDW Government,Inc. Computer Supplies 1843 $222.50 Coblentz,Patch,Duffy&Bass,LLP Legal Services 1844 $499,000.00 ## Commonwealth Land Company Land Acquisition-Davidson Property 1845 $1,000.00 *1 Commonwealth Land Company Acquisition Deposit-Davidson Property 1846 $97.91 Congdon,Bunny Mileage Reimbursement 1847 $144.51 Continuing Education of the Bar Legal Books 1848 $254.41 *2 Costco Supplies 1849 $26,486.69 County of San Mateo-County Protest Count Services Clerk/Recorder 1850 $16.00 County of Santa Clara-Registrar of 2004 Election Publishing Voters 1851 $2,968.14 Cresco Equipment Rentals Tractor Rental 1852 $253.42 David Edwards-Great! Printing Services-Volunteer Winter Newsletter 1853 $94.00 Del Rey Building Maintenance Light Replacement-Distel Circle Building 1854 $65.91 *3 Downing,Brendan Reimbursement-Vehicle Supplies 1855 $15,560.24 EDAW,Inc. Master Plan Contract Services-Sierra Azul&Bear Creek Redwood 1856 $198.11 Emergency Vehicle Solutions,Inc. Equipment Repairs 1857 $261.16 *4 Federal Express Express Mailing P P 9 i 1858 8 936.40 *5 First Bankcard 847.38-Local Business Meeting 9 1519.40-Conf.Exp 1819.01-Field Equip.Supp.&Uniform Exp. 394.29-Office Supplies 1398.25-Web Hosting&Contract Renewal 962.70-Software 512.65-Uniform Exp. 1047.72-Special Event Supplies 435.00-Job Posting 1859 $137.96 Forestry Supplies,Inc. Field Supplies 1860 $259.50 Freeman,Matt Mileage Reimbursement-3 Months 1861 $104.92 G&K Service Shop Towel Service 1862 $86.87 Gardenland Power Equipment Field Supplies&Equipment 1863 $7,306.25 Gary Ifland&Associates,Inc. Surveyor Services-Presentation Center 1864 $162.60 Gempler's,Inc. Uniform Supplies 1865 $22,565.00 Graphic Arts Center Publishing Printing District Book Company Page t of 3 Claims No 04-17 Meeting 04-30 Date 12/15/04 Open Mid peninsula Regional O Space District p 9 P p # Amount Name Description 1866 $184.89 Green Waste Recovery,Inc. Garbage Services 1867 $242.42 Home Depot,Inc. Field Supplies&Equipment 1868 $15,382.40 HRB Construction,Inc. Engineering Services-Foothills Shop Building 1869 $2,250.00 IEDA,Inc. Consulting Services-Labor Relations 1870 $900.00 International Training Resources Defensive Tactics Training 1871 $1,130.00 Jakaby Engineering Consulting Services-Virginia Mill Trail 1872 $45.00 Jim Davis Auto Vehicle Smog Tests 1873 $127.74 John Shelton,Inc. Field Supplies 1874 $365.21 Kier&Wright Civil Eng.&Surveyors,Inc. Engineering Services-El Sereno OSP 1875 $53.18 Kinko's Printing Services 1876 $5.00 Landscape Supervisors Forum Forum Subscription 1877 $35.61 Langley Hill Quarry Base Rock 1878 $6.41 Lanier Worldwide,Inc. Photocopy Charge 1879 $98.00 *6 Lanier Worldwide,Inc. Photocopy Charge 1880 $15.00 *7 Lee Buffington-San Mateo County Tax San Mateo County Mosquito Abatement Benefit Collector 1881 $552.00 Liebert Cassidy Whitmore Legal Services 1882 $350.77 Life Assist First Aid Supplies 1883 $1,264.37 Los Altos Garbage Co. Refuse Services 1884 $60.00 Macke Water Systems,Inc. Kitchen Supplies 1885 $119.92 MegaPath Networks Internet Connection-DSL Line-FFO 1886 $727.82 MetroMobile Communications Radio Repairs 1887 $800.00 Michael F.Cox Legal Services 1888 $53.58 Minton's Lumber&Supply Field Supply 1889 $171.00 Mountain View Optometry Safety Glasses 1890 $1,499,000.00 ## North American Title Company Land Acquisition-Keyani&Hayes Property 1891 $1,000.00 *8 North American Title Company Acquisition Deposit-Overlook Drive Property 1892 $1,000.00 *9 North American Title Company Acquisition Deposit-Keyani Property 1893 $178.42 Northern Energy,Inc. Propane Service 1894 $5,000.00 ## Old Republic Title Company Stienstra Exchange 1895 $1,804.25 Orchard Supply Hardware Field Equipment&Supplies 1896 $259.11 Orlandi Trailer Trailer Accessories 1897 $50.00 Pacific Coast Seed,Inc. Field Supply 1898 $13,958.15 Page&Turnbull Construction Drawings&Services-Picchetti Ranch Winery Building 1899 $9.30 Pape' Material Handling Maintenance Supply 1900 $106.81 Peninsula Digital Imaging Printing Services-Construction Plans&Maps 1901 $3,460,000.00 ## Peninsula Open Space Trust Land Acquisition-Guadalupe Land Co. 1902 $45.00 Peninsula Transmission Service,Inc. Vehicle Repairs 1903 $347.33 Petrotek Fuel Pump Repairs 1904 $39.10 *10 Pitney Bowes,Inc. Postage Machine Postage 1905 $249.00 Protection One Alarm System-Admin.Office 1906 $102.29 Rancho Hardware&Garden Shop Field Supplies 1907 $510.25 Rice Trucking-Soil Farm Delivery Services 1908 $18.72 Robert's Hardware Field Supplies 1909 $300.00 Roberta Wolfe Recording Services 1910 $107.29 Roessler,Cindy Reimbursement-Mileage 1911 $5,300.97 Roy's Repair Service Vehicle Repairs&Service 1912 $49.74 Royal Brass Inc. Field Supply 1913 $260.52 San Jose Mercury News Legal Ad. 1914 $506.24 San Jose Water Company Water Service 1915 $10.00 San Mateo Co.Public Health Lab. Tick Testing 1916 $1,419.47 Santa Clara County-Dept.of Env. Permit-Hazardous Material Storage Health Page 2 of 3 Claims No 04-17 Meeting 04-30 Date 12/15/04 Midpeninsula Regional Open Space District # Amount Name Description 1917 $385.24 *11 SBC Payment Center Telephone Service 1918 $54.13 Second Cup Cafe Local Business Meetings 1919 $622.00 Sequoia Analytical Soil Sample Analysis 1920 $100.00 Spectrum Resources Radio License Renewal 1921 $390.00 State Bar of California State Bar Dues-S.Schectman 1922 $13.00 Stephen J.Salveter Photo Documentation Reimbursement-Easement Monitoring 1923 $250.00 Sterling Underground Construction Monitor&Pump Septic Tank,Rancho San Antonio 1924 $776.44 Stevens Creek Quarry, Inc. Base Rock 1925 $4,147.42 Tires on the Go Tires&Tire Repair 1926 $1,800.00 TR Communications Radio Repair Services 1927 $301.90 United Parcel Service Parcel Shipping 1928 $363.22 *12 Verizon Pager Service&Wireless Phone Service 1929 $21,297.80 Watershed Science Construction Management Service-2 Bridges and Trail Repairs-Virginia Mill Trail&Grabtown Gulch 1930 $135.00 West Coast Rebar Co.,Inc. Recycling Services-Tires 1931 $271.00 West Payment Center On-Line Legal Subscription 1932 $1,711.87 Western Press&Mail Postage-Winter 2004 Newsletters 1933 $146.63 Williams,Mike Mileage Reimbursement-2 Months 1934 $422.52 Winters,Krug&Delbon Legal Services 1935 $164.37 Xpedite Fax Broadcast System Services 1936 $10,220.00 YellowDuckDesign,Inc. Website Redesign I Total $5,651,332.74 *1 Urgent Check Issued 12/03/04 *2 Urgent Check Issued 11/30/04 *3 Urgent Check Issued 11/24/04 *4 Urgent Check Issued 11/24/04 *5 Urgent Check Issued 12/03/04 *6 Urgent Check Issued 11/30/04 *7 Urgent Check Issued 12/10/04 *8 Urgent Check Issued 12/09/04 *9 Urgent Check Issued 11/19/04 *10 Urgent Check Issued 11/22/04 *11 Urgent Check Issued 11/30/04 *12 Urgent Check Issued 12/03/04 ## In the event agenda item is not approved,this claim will not be processed Page 3 of 3