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HomeMy Public PortalAboutResolution - 19-24- 20190911 - Holley Gleason ExchangeRESOLUTION NO. 19-24 RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF EASEMENT EXCHANGE AGREEMENT, AUTHORIZING GENERAL MANAGER OR OTHER OFFICER TO EXECUTE EASEMENT DEEDS, AUTHORIZING GENERAL MANAGER OR OTHER OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT, AND AUTHORIZING GENERAL MANAGER AND GENERAL COUNSEL TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (SIERRA AZUL OPEN SPACE PRESERVE). The Board of Directors of Midpeninsula Regional Open Space District does hereby resolve as follows: SECTION ONE. The Board of Directors of the Midpeninsula Regional Open Space District (District) does hereby accept the offer contained in that certain Easement Exchange Agreement (Agreement) between Frederick 0. Holley and Maud W. Gleason (Holley-Gleason) and the District, a copy of which Agreement is attached hereto and by-teference made a part hereof, and authorizes the President of the Board of Directors, General Manager, or other appropriate officer to execute the Agreement and all related transactional documents on behalf of the District to acquire and exchange the real property described therein. SECTION TWO. The General Manager, President of the Board of Directors, or other appropriate officer is authorized to execute the easement deeds to the District and Holley­ Gleason. SECTION THREE. The General Manager, President of the Board of Directors, or other appropriate officer is authorized to execute a Certificate of Acceptance for the easement to the District. SECTION FOUR. The General Manager or the General Manager's designee is authorized to provide notice of acceptance to Holley-Gleason, execute all title and escrow documents, and to extend escrow if necessary. SECTION FIVE. The Board of Directors finds and determines that, pursuant to Section 5540.5 of the California Public Resources Code, the granting and acceptance of the easement interests are consistent with Public Resources Code 5540.5, and that the real properties being acquired by the District are of equal or greater. value than the real property being transferred to Holley-Gleason, and are necessary to be acquired for open space purposes. SECTION SIX. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and documents, which do not involve any material change to any term of the Agreement or documents, which are necessary or appropriate to the closing or implementation of this transaction. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Resolutions/2019/R-19-24_Holley-Gleason Exchange 1 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on September 11, 2019, at a regular meeting thereof, by the following vote: AYES: CYR, HASSETT, HOLMAN, KERSTEEN-TUCKER, KISHIMOTO, RIFFLE, SIEMENS NOES: NONE ABSTAIN: NONE ABSENT: NONE ATTEST: p;;:Z Secretary Board of Directors APPROVED AS TO FORM: . General Counsel I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above day. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Resolutions/2019/R-19-24_Holley-Gleason Exchange,. 2 AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY This AGREEMENT TO EXCHANGE INTERESTS IN REAL PROPERTY (hereinafter, "Agreement") is made as of RT& i 12.) 2-0161' ` ("Effective Date") by and between the Midpeninsula Regional Open Space District, a California special district (hereinafter "District") and Frederick O. Holley and Maud W. Gleason, as Trustees under an Agreement of Revocable Trust dated December 20, 1993 (hereinafter "Holley -Gleason Trustees") and Frederick O. Holley and Maud W. Gleason, husband and wife (hereinafter "Holley -Gleason H&W") who will collectively be referred to as the "Parties". RECITALS WHEREAS, Holley -Gleason Trustees are the owner of certain real property situated in the Town of Los Gatos, State of California, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference, Assessor's Parcel Number 537-15-024 ("15298 Kennedy Road Property"); and WHEREAS, Holley -Gleason H&W are the owner of certain real property situated in the Town of Los Gatos, State of California, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference, Assessor's Parcel Number 537-15-028 ( "15300 Kennedy Road Property"); and WHEREAS, District is the owner of certain real property situated in the Town of Los Gatos, State of California, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference, Assessor's Parcel Number 537-15-027 (the "District Property"); and WHEREAS, the District's Kennedy Trail crosses a portion of the 15300 Kennedy Road Property and District does not possess a formal public trail easement for this portion of trail; and WHEREAS, Holley -Gleason Trustees desires to obtain a solar panel easement over the District's Property for the benefit of the 15298 Kennedy Road Property; and WHEREAS, District and Holley -Gleason Trustees/Holley-Gleason H&W desire to exchange and transfer certain real property interests as set forth in this Agreement; and WHEREAS, District has determined that said exchange of interests in real property is of equal or greater value to the public and, said exchange has been determined to be in accordance with the District's enabling legislation set out at Section 5540.5 of the Public Resources Code of the State of California. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is mutually agreed and understood as follows: Page 1 of 11 1. EXCHANGE OF REAL PROPERTY INTERESTS AGREEMENT. The District and Holley -Gleason Trustees/Holley-Gleason H&W agree to the following exchanges of real property interests, to be effective as of the Closing (defined below): a. Public Trail Easement: Holley -Gleason H&W hereby grants to District a non- exclusive public trail easement (hereinafter "Trail Easement") over a portion of the 15300 Kennedy Road Property as outlined on said map attached as Exhibit A. The District shall be responsible for the recording costs associated with the Trail Easement. A draft of the Trail Easement is attached as Exhibit B. b. Solar Easement: District hereby grants to Holley -Gleason Trustees a non-exclusive solar panel easement (hereinafter "Solar Easement") over a portion of the District Property as outlined on said map attached as Exhibit A. The Holley -Gleason Trustees shall be responsible for the recording costs associated with the Solar Easement. A draft of the Solar Easement is attached as Exhibit C. 2. CLOSING, The closing date ("Closing") shall be the recordation date of the Trail Easement and Solar Easement in Santa Clara County. Holley -Gleason Trustees/Holley-Gleason H&W shall deliver the fully executed Trail Easement and Solar Easement prior to the District's Board of Directors meeting upon which the exchange of real property is considered. Within five (5) business days of approval by the District's Board of Directors, the District shall execute and record both the Trail Easement and Solar Easement in Santa Clara County. 3. REPRESENTATIONS AND WARRANTIES. For the purpose of consummating this exchange of interests in real property contemplated herein, each party represents and warrants to the other party, each of which is material, are being relied upon by the Parties, and shall survive the recording of the property rights being exchanged and conveyed herein. a. Authority. 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. Except as defined in the preliminary title report for the 15300 Kennedy Road Property, attached hereto as Exhibit D, the Parties have good, marketable, and indefeasible fee simple title to the real property interests being conveyed hereunder, free and clear of all liens and encumbrances. 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. Page 2 of 11 4. PAYMENT OF FEES. District and Holley -Gleason Trustees/Holley-Gleason H&W shall each pay 50% of the total required survey costs for the legal descriptions and plat maps. The District shall execute the survey contract and Holley -Gleason Trustees/Holley- Gleason H&W shall submit the 50% reimbursement to the District with ten (10) days of receiving a copy of the survey invoice. District shall not be responsible for any other costs or fees under this Agreement. 5. "AS -IS" CONVEYANCE. All 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. All Parties shall rely on their own inspections of the respective property interests. 6. INDEMNITY AND RELEASE OF LIABILITY. Holley -Gleason Trustees/Holley- Gleason H&W 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. 7. INSURANCE. District and Holley -Gleason Trustees/Holley-Gleason H&W, 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 property rights granted hereunder. 8. INTEGRITY OF PROPERTY. Except by express written permission granted by the other Party, District and Holley -Gleason Trustees/Holley-Gleason H&W shall not, between the time of the Effective Date of this Agreement and the Closing, cause or allow any physical changes on those portions of each Party's land that is subject to the exchange contemplated hereunder. Such changes shall include but not be limited to grading, excavating or other earthmoving activities, cutting or removing trees, shrubs, brush or other vegetation. 9. MISCELLANEOUS PROVISIONS. a. Choice of Law. The 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 Page 3 of 11 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, 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 and addressed as indicated as follows: Holley- Dr. Frederick O. Holley and Maud W. Gleason Gleason: 15298 Kennedy Road Los Gatos, CA 95032 (408) 356-3382 Home (408) 482-5085 Cell fredholley@gmail.com District: Midpeninsula Regional Open Space District Attn: Real Estate Manager 330 Distel Circle Los Altos, CA 94022-1404 TEL: (650) 691-1200 FAX: (650) 691-0485 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 whom 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 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 Page 4 of 11 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 Holley -Gleason Trustees/Holley- Gleason H&W 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. 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. m. 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. Page 5 of 11 P. q. 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 D, inclusive, the terms of the latter shall prevail. Recordation. District may, at its sole expense, record a Memorandum of this Agreement in the County of Santa Clara. Space intentionally left blank Page 6 of 11 IN WITNESS WHEREOF, the Parties have executed this agreement below on the day and year shown therewith. DISTRICT: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Section 3 of Chapter 3 of Division 5 of the California Public Resources Code Ana . Ruiz, General M age 9- tZ-►9 Date ATTEST: oodworth, District Clerk q �c1 Date APPROVED AS TO FORM: Hilary Stevenson, General Counsel List of Attachments Exhibit A - Map Exhibit B — Draft Trail Easement Exhibit C — Draft Solar Easement Exhibit D — Preliminary Title Report HOLLEY-GLEASON: FREDERICK O. HOLLEY AND MAUD W. GLEASON, AS TRUSTEES UNDER AN AGREEMENT OF REVOCABLE TRUST DATED DECEMBER 20, 1993 AND FREDRICK O. HOLLEY AND MAUD W. GLEASON, HUSBAND AND WIFE Frederick O. Holley, rustee Date '7-tq cued1/)„ (toa„gav Maud W. Gleason, ' 'rustee Date lXi 7q,' flvt z Frederick O. Holley, Husband Date k 7-qy au W. eason, WifeLP-if Date 41,,t Page 7 of 11 E 0 O O• O E 0 0 N O CO 0 Holley Easement Exchange Holley Property APN 537-15-024 15298 Kennedy Road Holley Property APN 537-15-028 15300 Kennedy Road ISierra Azul Open Space Preserve Midpen Easement Private Property VA Solar Panel Easement its Kennedy Trail Easement Kenne • Rd SIERRA AZUL OPEN ' PACE PRESERVE APN 537-15-027 Solar Panel Easement Kennedy Trail Easement Midpeninsula Regional Open Space District (Midpen) 7/10/2019 ® Feet 0 150 300 MIDPENINSULA REGIONAL OPEN SPACE While the District strives to use the best available digital data, these data do not represent a legal survey and are merely a graphic illustration of geographic features. EXHIBIT B Trail Easement Page 9 of 11 EXHIBIT C Solar Easement Page 10 of 11 EXHIBIT D OLD REPUBLIC TITLE COMPANY PRELIMINARY REPORT MIDPENINSULA OPEN SPACE DISTRICT 330 Distel Circle Los Altos, CA 94022 Attention: ALLEN ISHIBASHI Property Address: 361 Lytton Avenue, Suite 100 Palo Alto, CA 94301 (650) 321-0510 Fax: (650) 321-2973 Our Order Number 0626031238 -AC When Replying Please Contact: Angie Civjan ACivjan@ortc.com (650) 321-0510 15298 and 15300 Kennedy Road, Los Gatos, CA 95032 In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY, as issuing Agent of Old Republic National Title Insurance 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 and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit I attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the Homeowner's Policy of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit I. 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 I 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 May 3, 2019, at 7:30 AM OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 9 Pages OPT 11 SR -A (Rav f1R/f17/f1R) OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC The form of policy of title insurance contemplated by this report is: Homeowner's Policy of Title Insurance - 2013; and ALTA Loan Policy - 2006. 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: Fee as to Parcel(s) One and Three and an Easement as to Parcel(s) Two Title to said estate or interest at the date hereof is vested in: Frederick 0. Holley and Maud W. Gleason, or their successors, as Trustees under an Agreement of Revocable Trust dated December 20, 1993, as to Parcels One and Two and Frederick 0. Holley and Maud W. Gleason , husband and wife, as to Parcel Three The land referred to in this Report is situated in the County of Santa Clara, City of Los Gatos, State of California, and is described as follows: PARCEL ONE: All of Parcel 1 as shown upon that certain Parcel Map entitled, "Lot Line Adjustment Parcel Map of the Lands of Nash Et. Ux and Fluer Et., Ux... being a portion of Section 23, T. 8, S., R/W, M.D.M. lying within Los Gatos, California", which map was filed for record August 26, 1988 in Book 590 of Maps at pages 35 & 36. PARCEL TWO: A non-exclusive easement for ingress and egress appurtenant to Parcel One above described, or any portion thereof as granted to Tom B. Markley, et ux, by Deed recorded September 23, 1968, in Book 8271 Official Records, Page 242, over a portion of the East 1/2 of the West 1/2 of the Southeast 1/4 of Section 23, T. 8 S., R. 1 W, M.D.B. & M., being a strip of land 20 feet wide, the center of which is described as follows: Commencing in the centerline of Kennedy Road at the Southeast corner of that Parcel of Land shown on the Record of Survey recorded in Book 168 of Maps, Page 32, Santa Clara County Records; thence from said point of commencement South 80° West, along said centerline 194.57 feet; thence leaving said centerline South 10° East 20 feet to the Southerly line of said road and the actual point of beginning; thence from said point of beginning South 17° 43' 37" East 29.32 feet; thence South 01° 41' 03" East 74 feet; thence South 07° 28' 48" West 73.17 feet; thence South 24° 55' 51" West 123.63 feet; thence South 37° 49' 47" West 75 feet, more or less, to that Parcel of Land described in the Deed to Tom B. Markley et ux recorded in Book 8024, Official Records Page 5. APN: 537-15-024 PARCEL THREE: All of Parcel 2, as delineated upon that certain Map entitled "Lot Line adjustment Parcel Map of the Lands of Nash et ux and Fleur et ux, being a portion of Section 23 T. 8 S., R/W, M. D. M. lying within Los Gatos", filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on August 26th, 1988 in Book 590 of Maps, at Pages 35 and 36. Page 2 of 9 Pages (1RT .11 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC Excepting therefrom, that certain portion thereof conveyed by the Grant Deed recorded April 30, 2009 as Instrument No. 20232653, Official Records, pursuant to Certificate of Lot Line Adjustment recorded April 30, 2009 as Instrument No. 20232652, Official Records, and being a part of the lands conveyed to Frederick 0. Holley and Maud W. Gleason, by Deed recorded July 17, 2003 as Document No. 17192802 in Official Records of Santa Clara County, and described as follows: Beginning at the Northeastern corner of said lands of Holley and Gleason on the Southern sideline of Kennedy Road, said corner also being the Northeastern corner of Parcel 2 as said parcel is shown on that certain Map entitled, "Lot Line Adjustment Parcel Map of the Lands of Nash et ux and Fluer et ux", filed August 26, 1988 in Book 590 of Maps at pages 35 & 36, Santa Clara County Records; thence from said point of beginning, along the Southern sideline of Kennedy Road and the Northern boundary of said Parcel 2, South 44° 39' 43" West 106.70 feet; thence leaving last mentioned boundary, South 2° 05' 00" East 155.74 feet, more or less, to a found 1/2 inch iron pipe tagged LS 3242 at an angle point in the Eastern boundary of said Parcel 2; thence South 82° 20' 12" East 69.58 feet, more or less, to a found 1/2 inch iron pipe tagged LS 3242; thence along the Eastern boundary of said Parcel 2, North 0° 05' 27" West 240.81 feet, more or less, to the point of beginning. APN: 537-15-028 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 2019 - 2020, a lien, but not yet due or payable. 2. Taxes and assessments, general and special, for the fiscal year 2018 - 2019, as follows: Assessor's Parcel No Code No. 1st Installment 2nd Installment Land Value Imp. Value Exemption 537-15-024 003-050 $7,795.08 $7,795.08 $499,786.00 $808,574.00 $7,000.00 Said matters affect Parcel One and Two Marked Paid Marked Paid Homeowner's Page 3 of 9 Pages f1RT SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC 3. Taxes and assessments, general and special, for the fiscal year 2018 - 2019, as follows: Assessor's Parcel No Code No. 1st Installment 2nd Installment Land Value Imp. Value 537-15-028 003-050 $3,285.12 $3,285.12 $365,182.00 $168,334.00 Said matters affect Parcel Three Marked Paid Marked Paid 4. 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. 5. Rights of the public, County and/or City, in and to that portion of said land lying within the lines of Kennedy Road. 6. Water rights, claims or title to water, whether or not disclosed by the public records. 7. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Reserved By For Recorded Affects John Lilian et al Pipeline purposes April 23, 1881 in Book 59 of Deeds, Page 395 The exact location and extent of said easement is not disclosed of record. 8. Matters as contained or referred to in an instrument, Entitled Executed By Recorded Which Among Other Things Provides Indenture James Mason et al April 25, 1894 in Book 169 of Deeds, Page 302 Terms and conditions as contained therein Page 4 of 9 Pages f1RT R1 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC 9. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To For Recorded Affects J.P. Knowlton Water and pipeline purposes March 28, 1894 in Book 170 of Deeds, Page 33 The exact location and extent of said easement is not disclosed of record. Note: Reference is made to said instrument for full particulars. 10. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To For Recorded Affects Pacific Gas and Electric Company Electrical facilities December 30, 1946 in Book 1395 of Official Records, Page 590 under Recorder's Serial Number 438860 Westerly 3 feet 11. Matters as contained or referred to in an instrument, Entitled Executed By Recorded Which Among Other Things Provides Grant Deed Wilson Investment Company, Inc. February 13, 1968 in Book 8024 of Official Records, Page 5 under Recorder's Serial Number 3367555 . Terms and conditions as contained therein. Note: Reference is made to said instrument for full particulars. 12. Williamson Act — Land Conservation contract, as follows: City/Cou nty Landowner Recorded Town of Los Gatos Robert J. Nash, et al May 4, 1977 in Book C794 of Official Records, Page 596 under Recorder's Serial Number 5633463 Returned to Address : PO Box 949, Los Gatos, CA 95030 Contract/File No : 77.911 Page 5 of 9 Pages fRT 1158-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC Said contract was amended by agreement Recorded : May 25, 1988, Instrument No. 9704317, Book K547, Page 1276, of Official Records. Said contract was amended by agreement Dated : October 23, 2008 Recorded : December 23, 2008, Instrument No. 20075901, of Official Records 13. Any rights, easements, interests or claims that may exist or arise by reason of, or reflected by, recitals shown or noted upon a filed map, as follows: Map Entitled Filed On Which Says Record of Survey of the Lands of L. Fluer December 28, 1984 in Book 537 of Maps, at Page 41 under Recorder's Serial Number 8289901 "Board corral fence, wooden picket fence and chicken and rabbit pen encroachment on said land". Note: Reference is made to said instrument for full particulars. 14. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount Trustor/Borrower Trustee Beneficiary/Lender Dated Recorded Loan No. Returned to $300,000.00 Frederick 0. Holley and Maud W. Gleason, husband and wife Chicago Title Company, a California corporation Joseph T. Rodgers and Joanne C. Rodgers Trust December 22, 1995 January 2, 1996 in Official Records under Recorder's Serial Number 13146522 none shown 1587 Top of the Hill Road, Los Gatos, CA 95032 Affects a portion of said land. Page 6 of 9 Pages (1RT 11 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC 15. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount Trustor/Borrower Trustee Beneficiary/Lender Dated Recorded Loan No. Returned to $100,000.00 Frederick 0. Holley and Maud W. Gleason, husband and wife Chicago Title Company, a California corporation Betty Nash, Trustee of the Betty Nash Trust December 22, 1995 January 2, 1996 in Official Records under Recorder's Serial Number 13146523 none shown 1640 Lockhart Gulch Road, Scotts Valley, CA 95066 Affects a portion of said land. 16. Terms and conditions contained in the Agreement of Revocable Trust dated December 20, 1993 as disclosed by Trust Transfer Deed. Dated December 20, 1993 Recorded December 30, 1993 in Official Records under Recorder's Serial Number 12292829 The requirement that: A Certification of Trust be furnished in accordance with Probate Code Section 18100.5; and If the acting trustee is a successor trustee the additional requirement the Company is provided a complete copy of the trust, with all amendments and any intervening trustee is no longer acting in that capacity by providing copies of resignation letters, etc. The Company reserves the right to make additional exceptions and/or requirements upon review of the above. 17. Rights and claims of parties in possession. 18. The requirement that this company be provided with a suitable Owner's Declaration from the Seller (form ORT 174). The Company reserves the right to make additional exceptions and/or requirements upon review of the Owner's Declaration. Page 7 of 9 Pages (1RT '11 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC 19. The Homeowner's Policy applies only if each insured named in Schedule A is a Natural Person (as Natural Person is defined in said policy). If each insured to be named in Schedule A is not such a Natural Person, contact the Title Department immediately. Informational Notes A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 1.2 and 2.1. B. 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 single family residence known as 15298 and 15300 Kennedy Road, Los Gatos, CA 95032. The ALTA loan policy, when issued, will contain the CLTA 100 Endorsement and 116 series Endorsement. 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 three years prior to the date hereof, except as follows: NONE C. NOTE: The last recorded transfer or agreement to transfer the land described herein is as follows: Instrument Entitled By/From To Recorded Trust Transfer Deed Frederick 0. Holley and Maud W. Gleason, husband and wife as community property Frederick 0. Holley and Maud W. Gleason, or their successors, as Trustees under an Agreement of Revocable Trust dated December 20, 1993 December 30, 1993 in Official Records under Recorder's Serial Number 12292829 Page 8 of 9 Pages f1RT 11 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626031238 -AC Said matters affect Parcel One and Two Grant Deed executed by Frederick 0. Holley, Trustee and Maud W. Gleason, Trustee of the Frederick 0. Holley and Maud W. Gleason Family Revocable Living Trust to Frederick 0. Holley and Maud W. Gleason, husband and wife recorded July 17, 2003 in Official Records under Recorder's Serial Number 17192802. Said matters affect Parcel Three D. NOTICE: FinCEN COMPLIANCE Closing the residential purchase and/or issuing title insurance contemplated by this Preliminary Report may be subject to compliance with the recently issued Confidential Geographic Targeting Order (GTO) from the US Treasury's Financial Crimes Enforcement Network (FinCEN). The GTO requires Old Republic National Title Insurance Company to report information about certain transactions involving residential property. FinCEN has the authority to compel this reporting under the USA PATRIOT Act. FinCEN prohibits Old Republic from disclosing the specific terms of the GTO. You may wish to contact the FinCEN Resource Center directly at (800) 767-2825 for more information. The failure and/or refusal of a party to provide information for a "covered transaction" will preclude Old Republic from closing the transaction and/or issuing title insurance. 0.N. Page 9 of 9 Pages no- '11 SR -Ft Exhibit I CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12/02/13) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE 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 those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 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 limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded 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.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1.00% of Policy Amount or $5,000.00 $25,000.00 (whichever is less) Covered Risk 18: 1.00% of Policy Amount or $5,000.00 $25,000.00 (whichever is less) Covered Risk 19: 1.00% of Policy Amount or $5,000.00 $25,000.00 (whichever is less) Covered Risk 21: 1.00% of Policy Amount or $5,000.00 $25,000.00 (whichever is less) Page 1 of 2 Exhibit I AMERICAN LAND TITLE ASSOCIATION LOAN POLICY OF TITLE INSURANCE - 2006 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 that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 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 (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that 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 an Insured to comply with applicable doing -business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that 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, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). EXCEPTIONS FROM COVERAGE — SCHEDULE B, PART 1, SECTION ONE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that 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; (b) proceedings by a public agency that 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 that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and 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. **** * * OLD REPUBLIC TITLE ***** WHAT DOES OLD REPUBLIC TITLE DO WITH YOUR PERSONAL INFORMATION? 371" VA.3. r._ _Ana +: For our everyday business purposes — such as to process your transactions, maintain your account(s), or respond to court orders and legal investigations, or report to credit bureaus Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and employment information • Mortgage rates and payments and account balances • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Old Republic Title chooses to share; and whether you can limit this sharing. Yes No For our marketing purposes — to offer our products and services to you No We don't share For joint marketing with other financial companies No We don't share For our affiliates' everyday business purposes — information about your transactions and experiences Yes No For our affiliates' everyday business purposes — information about your creditworthiness No We don't share For our affiliates to market to you No We don't share For non -affiliates to market to you No We don't share Page 2 Who is providing this notice? Companies with an Old Republic Title name and other affiliates. Please see below for a list of affiliates. How does Old Republic Title protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. For more information, visit http://www.OldRepublicTitle.com/newnational/Contact/privacy. How does Old Republic Title collect my personal information? We collect your personal information, for example, when you: • Give us your contact information or show your driver's license • Show your government -issued ID or provide your mortgage information • Make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only: • Sharing for affiliates' everyday business purposes - information about your creditworthiness • Affiliates from using your information to market to you • Sharing for non -affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See the "Other important information" section below for your rights under state law. Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. • Our affiliates include companies with an Old Republic Title name, and financial companies such as Attorneys' Title Fund Services, LLC, Lex Terrae National Title Services, Inc., Mississippi Valley Title Services Company, and The Title Company of North Carolina. Non -affiliates Companies not related by common ownership or control. They can be financial and non -financial companies. • Old Republic Title does not share with non -affiliates so they can market to you Joint marketing Aformal agreement between non-affiliated financial companies that together market financial products or services to you. • Old Republic Title doesn't jointly market. Page 3 Oregon residents only: We are providing you this notice under state law. We may share your personal information (described on page one) obtained from you or others with non -affiliate service providers with whom we contract, such as notaries and delivery services, in order to process your transactions. You may see what personal information we have collected about you in connection with your transaction (other than personal information related to a claim or legal proceeding). To see your information, please click on "Contact Us" at www.oidrepublictitle.com and submit your written request to the Legal Department. You may see and copy the information at our office or ask us to mail you a copy for a reasonable fee. If you think any information is wrong, you may submit a written request online to correct or delete it. We will let you know what actions we take. If you do not agree with our actions, you may send us a statement. � American First Abstract, LLC _ Yd American First Title & Trust Company _ American Guaranty Title Insurance Company Attorneys' Title Fund Services, LLC Compass Abstract, Inc. eRecording Partners Network, LLC Genesis Abstract, LLC Kansas City Management Group, LLC L.T. Service Corp. Lenders Inspection Company Lex Terrae National Title Services, Inc. Lex Terrae, Ltd. Mara Escrow Company Mississippi Valley Title Services Company National Title Agent's Services Company Old Republic Branch Information Services, Inc. Old Republic Diversified Services, Inc. Old Republic Exchange Company Old Republic National Title Insurance Company Old Republic Title and Escrow of Hawaii, Ltd. Old Republic Title Co. Old Republic Title Company of Conroe Old Republic Title Company of Indiana Old Republic Title Company of Nevada Old Republic Title Company of Oklahoma Old Republic Title Company of Oregon Old Republic Title Company of St. Louis Old Republic Title Company of Tennessee Old Republic Title Information Concepts Old Republic Title Insurance Agency, Inc. Old Republic Title, Ltd. Republic Abstract & Settlement , LLC Sentry Abstract Company The Title Company of North Carolina Title Services, LLC Trident Land Transfer Company, LLC OFFICE OF COUNTY DETAIL = 100 R.O.S. 464/4 R.O.S. 783/12 (PTN. PCL. 14,356 sf ' R.O.S. 411/40 P.M. 590—M-36 Sf , 60.0541451 M� •. -15310/12- (25.00 AC.) 23.86 AC.NET 0 1 {668.86) 668.41 '1/4 SEC. COR. ASSESSOR — 20 R.O.S. 557/7 '.I.15 -15292- 4 1 F or 29x � /1 25 A N 2.4544C.GR. N 44.75 am 68.34 -15.300- ok fir r, �` Rr 1 N 4.003 AC. ,A B eA X30_ 1*�y�, -15298- ,' 1.622 AC. ,,m, I 24 r118 g ;CONSERVA770N ESM7. 02.$1, PCL.1 e '••QOC, 15367490..••' 6 ^a .•P '51 'x•69.42 r@ �` -141.0 0 •`�B SANTA CLARA R.O.S. 373/53 309,67)0".... 0796 IIa (117.75) 11IO ] 88.80 28 W.B.G. 4: PIN. PCL. 2 Sao ri 2: 1 N n M 666.86 R.O.S. 588/42 M.R.O.S D. 27 7435 • I5290 KENNEDY RD. - 21.09 AC. GR. MR.O.SO. OPEN —SPACE ESMT.: °' • • DOC, 15367490..: ' MIDPENINSULA REGIONAL OPEN SPACE DIST. 219.43 ��NI�• 3.04 AC. k 7 MIDPENINSULA REGIONAL OPEN SPACED\ soz. DISTRICT I ` 418.22 83.78 \ �b Aa 11.42 AC. ', 12.32 AC./ ; 1 CO LIFORNIA 8 418.22 176.30 9 401.85 1337. 38 5918 R.O.S. 421/51 20 0 45 BOOK 537 PAGE 15 7RA DEf. MAP 109, 1090 LAWRENCE E. STONE — ASSESSOR Cadastral map fa assessment purposes only. Compiled under R. & T. Code, Sec. 327. Effective Roll Year 2016-2017 REF 98 48.29 53.61 41-6° `,SDSO. 14.382 AC. I —GI L 30. R'W 10 1" = 200'