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HomeMy Public PortalAboutResolution - 19-31- 20191113 - Gallaway PropertyRESOLUTION 19-31 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSIJLA REGIONAL OPEN SPACE DISTRICT AUTHORIZING EXECUTION OF PURCHASE AND SALE AGREEMENT, AMENDING THE FISCAL YEAR 2019-20 BUDGET, AND AUTHORIZING THE GENERAL MANAGER OR OTHER APPROPRIATE OFFICER TO EXECUTE THE CERTIFICATE OF ACCEPTANCE AND GRANT TO DISTRICTAND TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (EL CORTE DE MADERA CREEK OPEN SPACE PRESERVE -LANDS OF GALLA WAY) The Board of Directors of Mid peninsula Regional Open Space District does hereby resolve as follows: SECTION ONE. The Board of Directors ofMidpeninsula Regional Open Space District (District) does hereby accept the offer contained in that certain Purchase and Sale Agreement with Chetwynd Howard Gallaway, and the Midpeninsula Regional Open Space District, a copy of which purchase agreement is attached hereto and by reference 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 the real property described therein ("the Gallaway Property"). SECTION TWO. The Board of Directors of the Midpeninsula Regional Open Space District authorizes the expenditure of $55,000.00 covering the purchase of the Gallaway Property, including a deposit of$5,000.00. SECTION THREE. The General Manager, President of the Board of Directors, or other appropriate officer is authorized to execute a Certificate of Acceptance and the Grant Deed on behalf of the District. SECTION FOUR. The Board of Directors of the Midpeninsula Regional Open Space District authorizes amending the Budget and Action Plan for the Midpeninsula Regional Open Space District for Fiscal Year (FY) 2019-20 by increasing the Measure AA Fund Capital budget in the amount of$55,000.00. Except as herein modified, the FY 2019-20 Budget and Action Plan, Resolution No. 19-15 as amended, shall remain in full force and effect. SECTION FIVE. The General Manager or the General Manager's designee is authorized to provide notice of acceptance to the seller and to extend escrow if necessary. SECTION SIX. The General Manager or the General Manager's designee is authorized to expend up to $3,000.00 to cover the cost of title insurance, escrow fees, and miscellaneous costs related to this transaction. SECTION SEVEN. 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/2019/19-31 _ GallawayPurchase 1 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on November 13, 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: l�L Zoe Kersteen-Tucker, Secretary Board of Directors APPROVED AS TO FORM: Hilary Stevenson, General Counsel APPROVED: Pete Siemens, President I) Board of Directors 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/2019/19-31 _ GallawayPurchase 2 Purchase Agreement Page 1 PURCHASE AGREEMENT This Purchase Agreement (hereinafter called "Agreement") is made and entered into by and between Heather G. Sterner, Bruce H. Gallaway, Brian S. Gallaway, Kent B. Gallaway and Kirk S. Gallaway, as equal tenants -in -common, and Heather Gallaway Sterner, Successor Trustee of Trust B under August 11, 1994 Amendment to Declaration of Trust dated 7/31/81 and 6/22/83 (hereinafter collectively 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 San Mateo, 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 terns 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. A. 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 San Mateo, State of California, containing approximately fifty eight and two tenths (58.2) acres, more or less. Said property consists of a portion of San Mateo County Assessor's Parcel Number 081-100-080 containing approximately 38 acres, which is a portion of Parcel One identified in Exhibit A and generally depicted on Exhibit A-1 attached hereto, and San Mateo County Assessor's Parcel Number 081-100-160 containing approximately 20.2 acres which is identified as Parcel Two in Exhibit B attached hereto. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the "Property". Purchase Agreement Page 2 B. Right of First Offer and Right of First Refusal Seller and District acknowledge that, as partial consideration for this Agreement, concurrently with the Closing, Seller shall cause to be granted to District a Grant of Right of First Offer and Right of First Refusal ("Right of First Offer") to purchase separate property owned by Seller and commonly known as Santa Mateo County Assessor's Parcel Numbers 081-100-050 as described in the legal description in the Right of First Offer in substantially the same form as attached hereto as Exhibit C, and incorporated herein by this reference. Said property is hereinafter referred to as "the First Offer Property." 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be One Million Four Hundred Eight Thousand, One Hundred and No/100 Dollars ($1,408,100.00), 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 Old Republic Title Company, 361 Lytton Avenue, Suite 100 Palo Alto, CA, (650) 321-0510 (Escrow nutnbers 0626019345 and 0626016930) 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 December 31, 2012 provided however, that the parties may, by written agreement, extend the time for Closing. The term "Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed (as defined below) to be recorded in the Office of the County Recorder of San Mateo County. B. 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 Subject Property. D. Seller shall deposit into escrow on or before the Closing an executed and recordable Grant of Right of First Offer and Right of First Refusal in the form of Exhibit C. E. District shall deposit into the escrow, on or before the Closing: Purchase Agreement Page 3 (i) The required Certificates of Acceptances for the Grant Deed and Grant of Right of First Offer and Right of First Refusal, duly executed by District and to be dated as of the Closing; (ii) District's check payable to Escrow Holder in the amount of One Million Three Ninety Eight Thousand, One Htmdred and No/100 Dollars ($1,398,100.00) which is the balance of the Purchase Price of One Million Four Hundred Eight Thousand, One Hundred and No/100 Dollars as specified in Section 2. The balance of $10,000.00 is paid into escrow in accordance with Section 11 of this Agreement. F. Seller and District shall share (50/50) 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 San Mateo County. G. Property Taxes and any penalties and costs on the Property for the current fiscal year and any and all previous fiscal years shall be paid by Seller through escrow at close of escrow. Taxes for the current fiscal year shall be paid by Seller in accordance with the provisions of California Revenue and Tax Code ("Code") Section 5086. The District shall have no responsibility to reimburse Seller for any taxes Seller paid which are allocable to that part of the fiscal year which begins on the date of apportionment determined pursuant to Code Section 5082. Seller shall be solely responsible for seeking any refund, for which Seller may be eligible, under Code Section 5096.7, provided that District shall cooperate with Seller in connection with any such request. H. Seller shall cause Old Republic Title Company, or other title company acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of $1,408,100.00 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) exception numbers 4, 5, 6, 7, 8 & 9 as listed in Preliminary Report No 0626019345 dated March 20, 2012 (Exhibit A), and exception numbers 5, 6, 7, 8, 9 & 12 in Preliminary Report No 0626016930 dated March 20, 2012 (Exhibit B); and (iii) such additional title exceptions as may be approved in writing by District prior to the Closing as determined by District in its sole and absolute discretion. A copy of said Preliminary Reports is attached hereto as Exhibit A and Exhibit B, and incorporated herein by this reference. L Escrow Holder shall, when all required funds and instruments have been deposited into escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed, Grant of Right of First Offer and Right of First Refusal and attendant Certificates of Acceptance to be recorded in the Office of the County Recorder of San Mateo County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to Seller Escrow Holder's check for the frill purchase price of the Subject Property (less Seller's portion of the expenses described in Section 3. E and F.), 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 Purchase Agreement Page 4 herein, Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same. 4. Condition Precedent to the Close of Escrow. District and Seller understand and agree that the District's obligation to purchase the Subject Property from Seller in accordance with this Agreement is conditioned upon the approval of a Lot Line Adjustment by the County of San Mateo ("County"). Said Lot Line Adjustment application was submitted to the County on December 12, 2011. The proposed Lot Line Adjustment is intended to create a residential improved parcel to be retained by Seller ("Retained Parcel") consisting of approximately 17 acres, and the approximate 38 acre parcel that would be purchased by the District pursuant to this Agreement. The Lot Line Adjustment Map is attached as Exhibit A-1. If the Lot Line Adjustment is approved by the County, a Certificate of Compliance will be issued by San Mateo County signifying that the Seller's Retained Parcel is a legal parcel. In the event the County does not approve the Lot Line Adjustment, the District and Seller shall endeavor to revise the terms of this Agreement to reflect the denial of the Lot Line Adjustment. In the event District and Seller do not agree on such revised terms to this Agreement on or prior to December 15, 2012, then this Agreement shall automatically terminate, District shall have no further obligation to purchase the Subject Property, and the Option fee identified in Section 11 hereof shall be returned to District. 5. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to 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. 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 of Seller. Purchase Agreement Page 5 C. Leases or Occupancy of Premises. There exist no oral or written leases, licenses, 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, license, 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 Section shall survive the close of escrow and recordation of any Grant Deed(s). D. 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. 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. 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 hann 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 Purchase Agreement Page 6 Waste has been or is being used, manufactured, handled, generated, stored, treated, discharged, present, buried or disposed of on, under or about the Property, or transported to or from the Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing; (ii) Seller has not received any notice and Seller has no actual knowledge that any private person or governmental authority or administrative agency or any employee or agent thereof has determined, alleged or commenced or threatened to commence any litigation, or other proceedings, to determine that there is a presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Waste, nor has Seller received 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. 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 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. 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, Purchase Agreement Page 7 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 terns and the interpretation of the rights and duties of the parties. C. Attorneys' Fees. If either party hereto incurs any expense, including reasonable attorneys' fees, in connection with any action, proceeding or arbitration instituted by reason of any default or alleged default of the other party hereunder, the party prevailing in such action or proceeding shall be entitled to recover from the other party reasonable expenses and attorneys' fees in the amount determined by the Court, or arbitrator, in the case of arbitration, 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, or arbitrator in the case of arbitration, 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. 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. Purchase Agreement Page 8 F. Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: Seller: CC: Brian Gallaway 2675 West Dry Creek Road I-Iealdsburg, CA 95448 Telephone: (707) 431-8852 Bruce Gallaway 1021 Bryant Avenue Chico, CA 95926 Telephone: (530) 342-4974 (530) 570-5568 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: Stephen E. Abbors, General Manager Telephone: (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 party 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 jruisdiction, 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. Purchase Agreement Page 9 H. Counterparts. This Agreement may be executed in separate counterparts, each of which shalt be deemed as an original, and when executed, separately or together, shalt 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. 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. 0. 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. Purchase Agreement Page 10 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 Califomia Code of Civil Procedure Sections 1280 et. seq. including the right of discovery. Hearings shall be held in San Mateo County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. (".JAMS") in accordance with the rules thereof or, if JAMS ceases to exist, its successor, or if cone, a similar arbitration service. 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 THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. SELLER INITIAL DISTRICT INITIAL C -t1/4) 11. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before April 27, 2012 District shall have until midnight May 23, 2012 ("Option Deadline") to accept and execute th.is Agreement, and during said period this instrument shall Purchase Agreement Page 11 constitute an option and 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 option, District has paid into escrow and Seller acknowledges deposit into escrow of the sum of Ten Thousand Dollars and No/100 ($10,000.00), which, (i) if said irrevocable option is exercised by District, shall be applied upon the close of escrow to the Purchase Price as set forth in Section 2 hereof (subject to the Condition Precedent terms set forth in Section 4), or (ii) if District does not exercise said option, shall be disbursed directly to Seller upon expiration of the Option Deadline. 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 Page 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 teams hereof. DISTRICT: SELLER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Heather G. Sterner APPROVED AND ACCEPTED: Date President, Board of Directors Heather Gallaway Sterner, Successor Trustee Date ATTEST: Date Bruce H. Gallaway District Clerk Date Date: Brian S, Gallawa ACCEPTED FOR RECOMMENDATION `F/Zr711 Z Date Michael C. Williams, Real Property Manager'' Kent B. Gallaway APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: StepheyfE. Abbors, General Manager Date Kirk S. Gallaway Date Purchase Agreement Page 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: a' 2yt- MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ° Heather G. Sterner APPROVED AND ACCEPTED: J Date 2 2v/Z � L /4� y � T President, Board of Directors /L-407- Heather Gallaway Sterner, Successor Trustee Date Date ATTEST: Bruce H. Gallaway District Clerk Date Date: ACCEPTED FOR RECOMMENDATION Brian S. Gallaway Date Michael C. Williams, Real Property Manager Kent B. Gallaway APPROVED AS TO FORM: Date Sheryl Schaffner, General Counsel Kirk S. Gallaway RECOMMENDED FOR APPROVAL: Stephen E. Abbors, General Manager Date Purchase Agreement Page 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: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVED AND ACCEPTED: President, Board of Directors SELLER: Heather G. Sterner Date Heather Gallaway Sterner, Successor Trustee Date Date ATTEST: District Clerk Date: ACCEPTED FOR RECOMMENDATION Bruce H. Gallaway 1 i )0/12. Date Brian S. Gallaway Date Michael C. Williams, Real Property Manager Kent B. Gallaway APPROVED AS TO FORM: Date Sheryl Schaffner, General Counsel Kirk S. Gallaway RECOMMENDED FOR APPROVAL: Stephen E. Abbors, General Manager Date Purchase Agreement Page 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 SPACE DISTRICT Heather G. Sterner APPROVED AND ACCEPTED: Date President, Board of Directors Heather Gallaway Sterner, Successor Trustee Date Date ATTEST: Bruce H. Gallaway District Clerk Date Date: Brian S. Gallaway ACCEPTED FOR RECOMMENDATION Date Michael C. Williams, Real Property Manager Kent B. Gallaway APPROVED AS TO FORM: (N'AxL_ a b a©t Date Sheryl Schaffner, General Counsel Kirk S. Gallaway RECOMMENDED FOR APPROVAL: Date Stephen E. Abhors, General Manager Purchase Agreement Page 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 SPACE DISTRICT Heather G. Sterner APPROVED AND ACCEPTED: Date President, Board of Directors Heather Gallaway Sterner, Successor Trustee Date Date ATTEST: Bruce H. Gallaway District Clerk Date Date: Brian S. Gallaway ACCEPTED FOR RECOMMENDATION Date Michael C. Williams, Real Property Manager Kent B. Gallaway APPROVED AS TO FORM: Date Sheryl Schaffner, General Counsel RECOMMENDED FOR APPROVAL: Stephen E. Abbors, General Manager n 7p tc„, Kirk S. Gallaway Exhibit A OLD REPUBLIC TITLE COMPANY 361 Lytton Avenue, Suite 100 Palo Alto, CA 94301 (650) 321-0510 Fax: (650) 321-2973 PRELIMINARY REPORT THIRD AMENDED REPORT MIDPENINSULA REGIONAL OPEN SPACE DIS our order Number 0626019345 -BC 330 DISTEL CIRCLE LOS ALTOS, CA 94022 Customer Reference GALLAWAY When Replying Please Contact: Barbara Crowley bcrowley@ortc.com (650) 321-0510 Property Address: 1400 Native Sons Road, Woodside, CA 94062 [Unincorporated area of San Mateo County] In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit A 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 A. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of March 20, 2012, at 7:30 AM OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 7 Pages f1RT 41 .R-1 Mau nRln7InR1 OLD REPUBLIC TITLE COMPANY ORDER NO. 0626019345 -BC THIRD AMENDED REPORT The form of policy of title insurance contemplated by this report is: CLTA Standard Coverage Policy - 1990. 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 Title to said estate or interest at the date hereof is vested in: Heather G. Sterner, Bruce H. Gallaway, Brian S. Gallaway, Kent B. Gallaway and Kirk S. Gallaway, as equal tenants -in -common, as to an undivided 18.75% interest and Heather Gallaway Sterner, Successor Trustee of Trust13 under the August 11, 1994 Amendment to Declaration of Trust dated 7/31/81 and 6/22/83, as to an undivided 81.25% interest The land referred to in this Report is situated in the unincorporated area of the County of San Mateo, State of California, and is described as follows: Parcel One: Beginning at a point on the Easterly line of Section 24, Township 6 South, Range 5 West, Mount Diablo Base and Meridian distant thereon South 1304.82 feet from the Northeast corner of said Section 24; said point of beginning being also in the center of a road known as the W.W. Durham Road; thence running along the center of said road as follows: North 86° West 122.1 feet, South 83° West 132.0 feet, North 77° West 174.24 feet, North 53° West 102.3 feet, North 61-1/2° West 75.24 feet, North 51° West 104.94 feet, South 40° West 27.72 feet, South 25° East 71.94 feet, South 46° East 11.54 feet, South 26° East 161.04 feet, South 44° East 132.66 feet, South 4° West 155.1 feet, South 65° West 168.96 feet, South 51° West 194.04 feet, South 70° West 95.04 feet, South 59° West 126.72 feet, South 47° West 71.28 feet, South 61° West 60.06 feet (to an iron stake from which an oak stump 18 inches in diameter bears West 13.2 feet), North 89-1/4° West 291.06 feet, North 87-1/2° West 64.02 feet, South 36-1/2° West 81.18 feet, South 22-1/2° West 101.64 feet, South 66-1/2° West 77.22 feet, South 65° West 99.0 feet and South 62-3/4° West 165.0 feet to the center line of a branch road running off to the right; thence leaving the main road and running along the center line of said branch road North 15° 26' West 39.43 feet, North 15° 37' East 146.8 feet, North 35° 40' East 49.09 feet, North 44° 28' East 125.35 feet, North 18° 54' East 213.33 feet, North 39° 20' East 202.65 feet, North 69° 20' East 100 feet North 51° 06' East 55.28 feet, North 72° 51' East 83.99 feet, North 42° 48' East 67.38 feet and North 39° 09' East 23.63 feet to an iron pipe (from which a nail in a blaze on a redwood 14 inches in diameter bears North 46° 07' East 18.9 feet, and a nail in a blaze on a redwood 6 inches in diameter in a clump of 3 small redwoods bears South 31° 42' East 15.5 feet), thence leaving said branch road and running North 2° 53' East 565.36 feet to the center of a road; thence along said road North 67° 46' West 119.93 feet, North 82° 58' West 82.14 feet, North 62° 03' West 64.3 feet, North 35° 03' West 62.3 feet, North 40° 38' West 95.84 feet, North 00° 59' West 91.02 feet; thence leaving said road and running North 7° 43' West 649.08 feet to a 3 inch by 3 inch redwood stake set on the Northerly line of said hereinbefore mentioned Section 24; thence along said Northerly line of Section 24 East 1548.11 feet to the Northeast corner of said Section 24; thence South along the Easterly line of said Section 24, 1304.82 feet to the point of beginning. Parcel Two: Page 2 of 7 Pages flRT 41SR-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626019345 -BC THIRD AMENDED REPORT Beginning at a point in the Northwesterly boundary of that certain parcel of land described as Parcel I in Deed to Howard M. Gallaway and wife, recorded August 18, 1966 in Book 5205 of Official Records at Page 2 (File No. 89893-Z), Records of San Mateo County, California, at the most Easterly corner of that certain parcel of land described in Deed from Robert Wilhelm Block to Wallace Dudley Block and Roland Block, recorded November 13, 1970 in Book 5859 of Official Records at Page 9 (File No. 61431 -AD), Records of San Mateo County, California; and running thence from said point of beginning along the Northwesterly boundary of said lands of Gallaway, North 39° 30' 30" East 152.65 feet to an angle point in the boundary of that certain parcel of land described in Deed from Robert Wilhelm Block to Wallace Dudley Block and Roland Block, recorded October 13, 1970 in Book 5844 of Official Records at Page 662 (File No. 53679 -AD), Records of San Mateo County, California; thence leaving said Northwesterly boundary of said lands of Gallaway and continuing along the boundary of said last mentioned lands conveyed to Block, North 39° 30' 30" East 22.17 feet to a 3/4" iron pipe monument; thence North 52° 25' West 76.97 feet; thence South 80° 15' West 117.63 feet to the most Northerly corner of the lands above referred to in Book 5859 of Official Records at Page 9; thence along the Northeasterly boundary thereof, South 22° 05' 30" East 174.75 feet to the point of beginning. APN: 081-100-080 JPN: 081-010-100-08 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 2012 - 2013, a lien, but not yet due or payable. 2. Taxes and assessments, general and special, for the fiscal year 2011 - 2012, as follows: Assessor's Parcel No : 081-100-080 Code No. : 87-029 1st Installment . $1,937.33 2nd Installment : $1,937.33 Land Value $22,195,00 Imp. Value : $320,141.00 Marked Paid Marked Paid 3. 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 7 Pages OPT 41 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626019345 -BC THIRD AMENDED REPORT 4. Easement for roads as reserved in the following Deeds: (a) From : H. C. Tuchsen And : J. B. Perry Dated : April 16th, 1920 Recorded : April 171h, 1920 in Book 292 of Deeds, Page 111 (b) From : H. C. Tuchsen and Katie A. Tuchsen, his wife To : W. F. Block Dated : March 6th, 1924 Recorded : March 19`11, 1924 in Book 40 of Official Records, Page 438 (c) From : H. C. Tuchsen and Katie A. Tuchsen, his wife To : W. F. Block Dated : January 25th, 1924 Recorded : January 29th, 1924 in Book 104 of Official Records, Page 111 5. Water or water rights as reserved in the instrument, Entitled Deed By and Between H.C. Tuchsen and Katie A. Tuchsen, his wife and W. F. Block Dated January 25, 1924 Recorded : January 29, 1924 in Book 104 of Official Records, Page 111 6. 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 Right of Way Granted To Pacific Gas and Electric Company, a corporation For : Poles and wires Dated : October 14, 1929 Recorded November 2, 1929 in Book 434 of Official Records, Page 289 Affects Portions of said property 7. Easements for any existing roads or trails, including but not limited to Native Sons of the Golden West Park Road, Branch Road, and Waterfall Road Page 4 of 7 Pages (1RT A15A-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626019345 -BC THIRD AMENDED REPORT 8. Williamson Act — Land Conservation contract, as follows: City/County Landowner Recorded Contract/File No A Notice as follows: Entitled By Dated Recorded Returned to Address San Mateo County Howard and Marthine Gallaway April 26, 1968 in Book 5465 of Official Records, Page 517 Not Disclosed Notice of Non -Renewal of California Land Conservation Contracts Community Development Director September 23, 2011 September 23, 2011 in Official Records under Recorder's Serial Number 2011-110518 455 County Center, 2"d Floor, Mail Drop PLN122, Redwood City, CA 94063 9. The effect of the following Boundary Line Agreement: Executed by And Dated Recorded James L. Faulkerson Howard M. Gallaway and Marthine S. Gallaway August 30th, 1979 April 20th, 1981 in Official Records, under Recorder's Serial Number 35859 -AS 10. Terms and conditions contained in the Trust A under the August 11, 1994 Amendment to Declaration of Trust dated 7/31/81 and 6/22/83, and the Trust B under the August 11, 1994 Amendment to Declaration of Trust dated 7/31/81 and 6/22/83, as disclosed by instrument recorded February 14th, 2000 in Official Records, under Recorder's Serial Number 2000- 018345, and the requirement that a Certification of Trustee be furnished in accordance with Probate Code Section 18100.5. NOTE: Should a Certification not be available, Old Republic Title Company will require a complete copy of the trust instrument(s) be furnished for review and possible recording 11. Any gift taxes relative to Deeds executed by Howard M. Gallaway, Trustee recorded November 20th, 1998 in Official Records, under Recorder's Serial Number 98192666, and recorded December 27th, 2000 in Official Records, under Recorder's Serial Number 2000- 164219 Page 5 of 7 Pages nPT i15R-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626019345 -BC THIRD AMENDED REPORT 12. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount : $150,000.00 Trustor/Borrower Heather G. Sterner, Brain S. Gallaway, Kirk S. Gallaway, Bruce H. Gallaway and Kent B. Gallaway Trustee First American Title Insurance Company, a California corporation Beneficiary/Lender Howard M. Gallaway, Trustee of Trust A under the August 11, 1994 Amendment to the Declaration of Trust dated July 31, 1981 and June 22, 1983 Dated February 29, 2000 Recorded May 11, 2001 in Official Records under Recorder's Serial Number 2001-067055 Returned to . Carr, McClellan, Ingersoll, Thompson & Horn, 216 Park Road, Burlingame, CA 94010 Affects this and other property. 13. 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. 14. The requirement that this company be provided with a suitable Owner's Affidavit from the Seller (form ORT 174). The Company reserves the right to make additional exceptions and/or requirements upon review of the Owner's Affidavit. 15. 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) 1.1. Page 6 of 7 Pages nRT it SA -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626019345 -BC THIRD AMENDED REPORT 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 1400 Native Sons Road, Woodside, CA 94062. 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: Affidavit By Successor Trustee executed by Heather Gallaway Sterner to Heather Gallaway Sterner, Successor Trustee of Trust B under the August 11, 1994 Amendment to Declaration of Trust dated 7/31/81 and 6/22/83 recorded February 6, 2012 in Official Records under Recorder's Serial Number 2012-015846. If you anticipate having funds wired to Old Republic Title Company, our wiring information is as follows: Comerica Bank, 275 Battery Street, San Francisco CA 94111, credit to the account of: Old Republic Title Company Account Number 1892529965, ABA Number 121137522. When instructing the financial institution to wire funds, it is very important that you reference Old Republic Title's Escrow Number 0626019345. Note: Automated Clearing House (ACH) transfers are not accepted in lieu of wired funds, except when received from a governmental agency. Funds deposited directly into an account of Old Republic Title Company at a Comerica Bank branch are subject to verification and may cause a delay in closing. Should you have any questions in this regard, please contact your Escrow or Title Officer immediately. Page 7 of 7 Pages IIRT 4158-R ✓ mop' • come Lv pirMYoU br 3Wims[mvle 11 navmr✓erys9 rem oepvnanrlum. O co a ti wane ]$B.LH fa'IGL M91AIN A19 LLrW QAln6•f 4494 M,tP,149"9 ,ort,r dI,U9,';d9nn M,41,049' �ek'S 9904011'111\Y 90'1Y 1141109,1 1•. M1 M9EM' BY'GII MdE•1410 01111.11.9B3 FPIEI M,9119M r !IMF •9,40. nos % I— '4,A '6a21H 19011' ), ....,\.d•NIB'Q 921' iWL iitlb OAA,' NLk011 ,621115 HMof Exhbit A-1 (AM 067-380 -010) (APN 061-100-050) (MW 002-100-0601 (11102081-100-040) (APN081-100-160 ) T 1r NOTE: The description of thi s p arcel ha s been rotated 0'16'02" left to be on the same basis of beari ngs as the d esc ripti on of the adjacent Parcel "2"sh own on this m ap. (APNOlna00-160) (AM 00121M-160) PA RCEL It 0 (S 1/1 PL/,u 1 0„ 114' P1Ha"i P.M l4 (APNO,k—liS0),10f l`` ,: t � OWN 081-100-2001 „j 2m (APN081-100- 210) PRELIMIN ARY ON LY SU BJECT TO CH ANGES DEC. 6 2011 PROPOSED NEW LOT LINE PPROXIMATE CENTERLINE OF NA TIVE SO NS RD _ ( AP N 067-380-020) (AP N 067-100-160) (APN 062-400-150) 8 19 7 0 (APN 081400-190) 'N 081-100-190) 9 APPROXIMATE CE NT ERLINE OF NATIVE SONS RD . PARCEL ( APN 081-110-030) "2" (AP N081-380-020) ( APN 081380. 020).!.. (AP 380-030) i7mu1 �.Tm,0 .[m n,,.w. ,9 € &„ . ., -1999 To p :ad,P.:. '..1'.l= �.er b�.9' '',.mret..m ems aam•9Mnamm8l0.0:0,0 9.1 .899 19217 9:ssx 0 2) a ., a.. ..0 P 348! .00000000::e,:.scm -wm 77Th. ,<s .r�,...,vr.to. .�,.�.,- ..,. .mm.:<.,F:xa,.u. .°: o,'.._� aim .. ..px!a. .ttanste th s .w a p013,a0°..D:,o:a 41rz a ;!4& L91I L ueTlu nx 13. 99 ' Att.0 1 8I-.781 .04,0 0 ,0F„a,: am:20w .S1119 400 Rc yr9S _2409 N ATIVE SONS R OAD (f.ALIA WV) 6"IHH LL RO AD& NATIVE SONS 90( T ) TENTATIVE LOT LINE AD JUSTMENT MAP u„ rr o x nbcr ewne nl o. The 60 10 0 0.1. Trust Fa dpssuo.la 8719 399.! 0p=n. 79WR SII7Sl Woos s 15)58/D rvf n.!1475 01972 10. 1±1000 ,' Sjk72 i1 (iu (6779)51-5552 (7°7-) 1]I.li t5 1 (6 501091-110U RICK SX (EDEA, LICENSED LAND . SURVE YOR 8 .. 0. EOM 4107, MEN LO PAW CA . 94024 (650)322-7760 EMAIL: ¢Rs@sbgl9191n et INTERSECTION OF 9 AR HILL R D. & NATI VE SO NS RD . PPROXIMATE CENT ERLIN E OF STARN)LL RD . (AP N 081380-030) (ono ore ZZO NJV) base/eh ( APN 0 81-100-190) Exhibit B OLD REPUBLIC TITLE COMPANY 361 Lytton Avenue, Suite 100 Palo Alto, CA 94301 (650) 321-0510 Fax: (650) 321-2973 PRELIMINARY REPORT FIRST AMENDED REPORT MIDPENINSULA REGIONAL OPEN SPACE DIS Our Order Number 0626016930 -SG 330 DISTEL CIRCLE LOS ALTOS, CA 94022 When Replying Please Contact: Susan Goulet SGoulet@ortc.com (650) 321-0510 Property Address: See attachment. 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 and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit A 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 A. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of March 20, 2012, at 7:30 AM OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 8 Pages r1RT RI SR -A (Paw OR/07/11R1 OLD REPUBLIC TITLE COMPANY ORDER NO. 0626016930 -SG FIRST AMENDED REPORT The form of policy of title insurance contemplated by this report is: CLTA Standard Coverage Policy -1990. 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 Title to said estate or interest at the date hereof is vested in: Heather G. Sterner, Bruce H. Gallaway, Brian S. Gallaway, Kent B. Gallaway and Kirk S. Gallaway, as equal tenants -in -common The land referred to in this Report is situated in the unincorporated area of the County of San Mateo, State of California, and is described as follows: PARCEL ONE: Commencing at a 3/4 inch iron pipe monument set in the division line between Sections 13 and 24, Township 6 South, Range 5 West, Mount Diablo Base and Meridian and distant thereon South 89° 02' 50" East 1090.10 feet from the quarter section corner common to said Section 13 and 24, said point of beginning being also the Northerly end of the dividing line between the lands of H.C. Tuchsen and J.B. Perry, as described in that certain Partition Deed executed by said H.C. Tuchsen and J.B. Perry and their respective wives, dated April 16, 1920 and recorded April 17, 1920 in Book 292 of Deeds at Page 111, Records of San Mateo County running thence on and along said dividing line, South 7° 42' 30" East 312.76 feet, more or less, to an iron pipe monument in the Northeasterly corner of lands described in the Deed from Oscar Elftman to Thomas Keenan, Jr., dated July 25, 1949 and recorded July 26, 1949 in Book 1691 of Official Records of San Mateo County at Page 659 (1289-I); thence along the Northwesterly line of said lands of Keenan, South 82° 18' West 20 feet and South 79° 15' West 195.5 feet to an iron pipe monument in the Easterly line of lands described in the Deed from Max A. Elftman to Louis Lagomarsino, dated January 20, 1949 and recorded June 8, 1949 in Book 1673 of Official Records of San Mateo County at Page 263 (94121-H); thence along said Easterly line of lands of Lagomarsino, the following courses and distances: North 18° 56' West 100 feet to an iron pipe monument, North 12° 36' West 100 feet to an iron pipe monument, North 8° 02' West 154 feet to an iron pipe monument in the Northerly line of Section 24, Township 6 South, Range 5 West, at a point therein, distant thereon North 89° 02' 50" West 206 feet from the 3/4 inch iron pipe monument constituting the point of beginning; thence South 89° 02' 50" East 206 feet to the point of beginning. APN: 081-100-050 JPN: 081-010-100-05 PARCEL TWO: Beginning at a point from which a 3/4 inch iron pipe monument set at Southeast corner of North 1/2 of Northwest 1/4 of section 24, Township 6 South, Range 5 West, M.D.M., bears West 275.59 feet, and North 799.38 feet distant, which said point of beginning is in the center of private road known as Water Fall Road, running over and across lands of first parties; thence along center of said private road North 28° 55' 30" East 87.55 feet; thence 66° 01' East 78.78 feet; thence North 45° 51' East 61.47 feet; thence North 73° 43' 30" East 84.65 feet; thence North 30° 23' 30" East 140.89 feet; thence North 38° 12' 30" West 67.56 feet; thence North 15° 36' 30" East 154.74 feet; thence North 54° 02' West 33.35 feet to 3/4 inch iron pipe monument; Page 2 of 8 Pages nRT 2158-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626016930 -SG FIRST AMENDED REPORT thence leaving said private road and continuing North 10° 57 30" West 127.37 feet; thence North 11° 59' East 88.74 feet to a 3/4 inch iron pipe monument; thence North 44° 09' East 103.19 feet; thence North 58° 22' East 181.03 feet to 3/4 inch iron pipe monument; thence North 1° 06' 30" West 95.10 feet; thence North 1° 48' West 133.53 feet; thence North 0° 50' East 144.39 feet to a 3/4 inch iron pipe monument; thence North 26° 10' 30" East 152.87 feet to a 3/4 inch iron pipe monument; thence South 87° 03' 30" East 104.91 feet; thence North 92° 18' 30" East 218.10 feet to old 3/4 inch iron pipe monument set on dividing line between 52.80 acre tract owned by J. B. Perry and 61.50 acre tract owned and H. C. Tuchsen described in Partition Deed executed by said J. B. Perry and H. C. Tuchsen, Dated April 16, 1920 and recorded April 17, 1920 in Book 292 of Deed at Page 111, Records of San Mateo County, California; thence on and along said dividing line, the following courses and distances; South 0° 39' East 91.02 feet; South 40° 18' East 95.84 feet; South 34° 43' East 62.30 feet; South 61° 43' East 64.30 feet; South 82° 38' East 82.14 feet; South 67° 26' East 119.93 feet; South 2° 52' West 567.50 feet to old 3/4 inch iron pipe monument; South 39° 19' West 23.63 feet; South 42° 58' West 67.38 feet; South 73° 01' West 83.99 feet; South 51° 16' West 55.28 feet; South 69° 30' West 100 feet; thence leaving said dividing line, North 39° 30' 30" East 22.17 feet to a 3/4 inch iron pipe monument; thence North 52° 25' West 76.97 feet; thence South 80° 15' West 137.63 feet; thence South 80° 15' West 110.28 feet; thence South 36° 40' West 161.63 feet; thence South 46° 59' 30" West 92.43 feet; thence South 78° 08' West 169.33 feet; thence North 2° 58' 30" East 67.24 feet; thence North 23° 35' 20" East 35.40 feet to the point of commencement. APN: 081-100-160 JPN: 081-010-100-16 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 2012 - 2013, a lien, but not yet due or payable. 2. Taxes and assessments, general and special, for the fiscal year 2011 - 2012, as follows: Assessor's Parcel No : 081-100-050 Code No. : 087-029 1st Installment $120.03 2nd Installment . $120.03 Land Value $4,929.00 Affects Parcels One Marked Paid NOT Marked Paid NOTE: Owing to the volume of payments received by the County Tax Collector at this time, the taxes may have been paid, but do not show as paid on the tax roll. Page 3 of 8 Pages f1RT 31 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626016930 -SG FIRST AMENDED REPORT 3. Taxes and assessments, general and special, for the fiscal year 2011 - 2012, as follows: Assessor's Parcel No : 081-100-160 Code No. : 087-029 1st Installment : $300.36 2nd Installment : $300.36 Land Value : $38,250.00 Affects Parcel Two Marked Paid NOT Marked Paid NOTE: Owing to the volume of payments received by the County Tax Collector at this time, the taxes may have been paid, but do not show as paid on the tax roll. 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. Easement for roads as reserved in the following Deeds: (a) From : H.C. Tuchsen And : J.B. Perry Dated : April 16th, 1920 Recorded : April 17th, 1920 in Book 292 of Deeds, Page 111 (b) From : H.C. Tuchsen and Katie A. Tuchsen, his wife And : W.F. Block Dated : March 6th, 1924 Recorded : March 19th, 1924 in Book 40 of Official Records, Page 438 (b) From : H.C. Tuchsen and Katie A. Tuchsen, his wife And : W.F. Block Dated : January 25th, 1924 Recorded : January 29th, 1924 in Book 104 of Official Records, Page 111 6. Right to Use Water as reserved in Deed From : H.C. Tuchsen and Katie A. Tuchsen, his wife To : W.F. Block Dated : January 25th, 1924 Recorded : January 29th, 1924 in Book 104 of Official Records, Page 111 Page 4 of 8 Pages OPT ¢1SR-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626016930 -SG FIRST AMENDED REPORT 7. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument Granted To For Recorded Affects Grant to Right of Way Pacific Gas and Electric Company, a corporation poles and wires November 2, 1929 in Book 434 of Official Records, Page 289 Portions of said property 8. Easements for any existing roads or trails, including but not limited to Native Sons of the Golden West Park Road, Branch Road, and Waterfall Road. 9. The effect of the following Boundary Line Agreement: Executed by And Dated Recorded 35859 -AS James L. Faulkerson : Howard M. Gallaway and Marthine S. Gallaway : August 30th, 1979 : April 20th, 1981 in Official Records, under Recorder's Serial Number 10. Any gift taxes relative to Deeds executed by Howard M. Gallaway, Trustee, recorded November 20th, 1998 in Official Records, under Recorder's Serial Number 98192666, and recorded December 27th, 2000 in Official Records, under Recorder's Serial Number 2000- 164219. 11. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount $150,000.00 Trustor/Borrower Heather G. Sterner, Brian S. Gallaway, Kirk S. Gallaway, Bruce H. Gallaway and Kent B. Gallaway Trustee First American Title Insurance Company, a California corporation Beneficiary/Lender Howard M. Gallaway, Trustee of Trust A under the August 11, 1994 Amendment to Declaration of Trust dated July 31, 1981 and June 22, 1983 Dated February 29, 2000 Recorded May 11, 2001 in Official Records under Recorder's Serial Number 2001-067055 Returned to . Carr, McClellan, Ingersoll, Thompson & Horn, 216 Park Road, Burlingame, CA 94010 Affects this and other property. Page 5 of 8 Pages nRr 21 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626016930 -SG FIRST AMENDED REPORT 12. Matters as contained or referred to in an instrument, Entitled Certificate of Compliance Executed By . The County of San Mateo Dated March 10, 2005 Recorded March 14, 2005 in Official Records under Recorder's Serial Number 2005-039724 Returned to Address : 455 County Center, 2nd Floor, Mail Drop PLN122, Redwood City, CA 94063 13. Any community property interest of a spouse of individual vestees herein. 14. Rights and claims of parties in possession. Informational Notes A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 1.1 & 2.1. B. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of 36 months prior to the date hereof except as follows: NONE Page 6 of 8 Pages ( PT 91 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626016930 -SG FIRST AMENDED REPORT If you anticipate having funds wired to Old Republic Title Company, our wiring information is as follows: Comerica Bank, 275 Battery Street, San Francisco CA 94111, credit to the account of: Old Republic Title Company Account Number 1892529965, ABA Number 121137522. When instructing the financial institution to wire funds, it is very important that you reference Old Republic Title's Escrow Number 0626016930. Note: Automated Clearing House (ACH) transfers are not accepted in lieu of wired funds, except when received from a governmental agency. Funds deposited directly into an account of Old Republic Title Company at a Comerica Bank branch are subject to verification and may cause a delay in closing. Should you have any questions in this regard, please contact your Escrow or Title Officer immediately. Page 7 of 8 Pages CPT i1 SR -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0626016930 -SG FIRST AMENDED REPORT Property Address: , CA , CA , CA CA [Unincorporated area of San Mateo County] Page 8 of 8 Pages nRT i1 SR -R In tam -avid dbr dl Tr LLC rat Tlbpnt1 v y ,y Ife9611vor9 syne,n UU Wn co — ,v9'xei'2.6 jaw'M.o2,I SA'. .9C'wl O'2IM1d M,00 r— ,1111 M.a16VA1 X"' rs/ql nerve 0.a H86194 d119 Mi4C111"1' ,OYo01 m0.1 -44 M.IlA49t flr 4411141W ill% MA6.M6' 1119' O, 8tl111 M1,11.9)MM:i 9191 611,10 3,V, 11'111 M,I9AK", `JLtll • M,4 AUI..' A'4L4 sp 5,57 Hl no ,)I real PIA% gLb411 'U19 �i N01'66'W IIaHI"I NOVA' IRM'v: N16' 00 W °A I W 6 �.,.64M1 AV IVJ 0 0 0 2 h EXHIBIT C WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: Michael C. Williams NO TRANSFER TAX DUE PUBLIC AGENCY ACQUIRING TITLE, CALIFORNIA REVENUE AND TAXATION CODE SECTION 11922 DULY RECORDED WITHOUT FEE Pursuant to Government Code Sections 6103, 27383 By: GRANT OF RIGHT OF FIRST OFFER AND RIGHT OF FIRST REFUSAL This Right of First Offer and Right of First Refusal Agreement (hereafter "Agreement") is entered into this date of between Chet Gallaway (hereafter "Grantor") and Midpeninsula Regional Open Space District, a California special district (hereafter "District"). RECITALS A. Grantor is the fee owner of certain real property (hereinafter called "Parcel One") and commonly referred to as the northerly portion of San. Mateo County Assessor's Parcel Number 081-100-050 consisting of approximately one and seven tenths (1.7) acres situated in an unincorporated area of the County of San Mateo, State of California, and more particularly described in Exhibit "I", as attached hereto and incorporated herein by this reference. B. District is the fee simple owner of real property commonly known as San Mateo County Assessor's Parcel Number 081-100-040 which is adjacent to Parcel One to the west ("Parcel Two") and real property commonly known as a portion of San Mateo County Assessor's Parcel Number 081-100-080 and San Mateo County Assessor's Parcel Number 081-110-030 which are adjacent to Parcel One to the east ("Parcel Three"). Parcel Two and Parcel Three are more particularly described in Exhibit "II" attached hereto and incorporated herein by this reference. C. It is the desire of Grantor to grant District a right of first offer and a right of first refusal as more particularly described herein. NOW, THEREFORE, for valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Grantor hereby agrees as follows: I. GRANT OF RIGHT OF FIRST OFFER A. Grantor shall not sell or agree to sell Parcel One without first offering Parcel One Page 2 for sale to District. The word "sell" shall include any transfer, conveyance, assignment, of all or any portion of Parcel One. B. Grantor hereby grants to District a Right of First Offer to purchase Parcel One. Prior to placing Parcel One on the market for sale, and before there can be consummation of any sale or transfer of all or any portion of Parcel One, Grantor shall first offer said property or part thereof to District in the following manner: 1. First Notice. Grantor shall give District written notice, hereafter referred to as the "First Notice," of his/her desire to sell Parcel One. Such First Notice shall state the price and terms and conditions under which Grantor is willing to sell, except that if Grantor gives District the First Notice on or before January 31, 2018, Grantor shall offer Parcel One for sale to District at a purchase price of Forty One Thousand One Hundred Thirty and No/100 Dollars ($41,130.00). 2. District's Election to Purchase. Within sixty (60) days after District receives the First Notice, District shall have the right to elect to purchase said property at an agreed upon price; provided, however, that the purchase must be consummated by the District as soon as possible, but in no event later than ninety (90) days after its election to exercise its right of first offer (unless any further delays are caused by default or breach on the part of Grantor). Such right may be exercised by delivery in writing, by mail, or other appropriate means, to Grantor a notice of District's exercise of its right to purchase within such sixty (60) day period. In the event that District so elects to purchase the property, the District shall be required to pay cash at the closing thereof, unless Grantor and District have agreed upon other terms of financing the purchase. 3. District's Election Not to Purchase. If District notifies Grantor that it does not wish to exercise its right to purchase said property, or fails to notify Grantor of District's election to exercise its right to purchase, within the sixty (60) day period stated above, Grantor shall be free to offer Parcel One for sale to other parties subject to District's Right of First Refusal as set out in Section II herein. II. GRANT OF RIGHT OF FIRST REFUSAL A. Grantor shall not sell or agree to sell Parcel One without first offering Parcel One for sale to District, The word "sell" shall include any transfer, conveyance, or assignment of all or any portion of Parcel One. B. Grantor hereby grants to District a Right of First Refusal to purchase Parcel One. Before there can be consummation of any sale or transfer of all or any portion of Parcel One to a third party, Grantor shall first offer said property or part thereof to District in the following manner: 1. Second Notice. Upon receipt by Grantor of a bona fide offer by a third party to purchase Parcel One or any portion of ,Parcel One (which bona fides shall be subject to verification by District), Grantor shall deliver to District at the address set out in Section III.G. Page 3 by mail or other appropriate means, a "Second Notice" in writing, accompanied by a copy of such offer, which shall set forth the price, terms and conditions of such offer, and a statement of Grantor's intention to accept such offer. If the Second Notice states that all cash will be received by Grantor, then the District shall have the prior right to purchase the property for all cash in an equal amount to such offer. If the Second Notice states that consideration other than cash and/or seller financing is to be received, the District shall have the right to purchase said Parcel. One for an aggregate purchase price equal to the fair market value of the property. In such case, the notice shall be conclusively binding upon Grantor. District may dispute such fair market value, in which case the parties shall there after attempt in good faith to reach agreement. If no agreement is reached within ten (10) days of the date of the Notice, the parties shall attempt to agree upon the appointment of an independent appraiser or, failing that, within an additional 10 day period, they shall each appoint an appraiser and the two appraisers shall, within an additional 10 days, select an independent appraiser to determine such fair market value. The determination of said independent appraiser shall be binding on both parties and the cost of the appraisal shall be borne equally (50/50) between the parties. 2. Election to Purchase. Within thirty (30) days after District receives Grantor's Second Notice or the determination of the price is completed (by appraisal if necessary), whichever is later, District shall have the right to elect to purchase said property at a price equal to the all cash, or such appraised fair market value, as applicable; provided, however, that the purchase must be conswrunated by the District as soon as possible, but in no event later than ninety (90) days after its election to exercise its right of first refusal (unless any further delays are caused by default or breach on the part of Grantor). Such right may be exercised by delivery in writing, by mail, or other appropriate means, to Grantor of a notice of District's exercise of its right to purchase within such thirty (30) day period. 3. Rejection of Right to Purchase. If within such thirty (30) day period, District notifies Grantor that it does not wish to exercise its right of first refusal, or if the right is not exercised within the thirty (30) day period, Grantor shall be free to sell Grantor's property to such purchaser, but only at the price and upon the terms and conditions stated in the aforementioned Second Notice, providing that said offer results in a valid transfer or sale of said property within ninety (90) days of the expiration of the thirty (30) day period for District's election whether to purchase the property. Any transfer or sale after the end of the ninety (90) day period, or any material change in the terms of the sale from those set forth in said Second Notice, shall require that a new Notice be delivered and shall give rise to the purchase rights of District and procedures on the same terms set forth in this Agreement. A waiver by District of one such opportunity to purchase shall not be deemed a waiver of any future right to purchase, it being the intent and agreement of the parties that the right of first refusal hereby granted shall run with Grantor's ownership of Parcel One. III. MISCELLANEOUS, A. In the event District exercises its right to purchase all or a portion. of Parcel One Page 4 as provided in this Agreement, Grantor agrees to deliver the property free and vacant of all persons and personal property at the close of escrow. B. All of the grants, covenants, conditions and restrictions contained above shall be binding upon Grantor, his or her successors and assigns, lessees and any and all other persons acquiring all or any portion of or interest in a portion of Parcel One that is subject to the provisions of this Agreement, whether by operation of law or in any other manner whatsoever. All of the grants, covenants, conditions and restrictions contained in this instrument are for the benefit of: (i) District, its successors and assigns; and (ii) Parcel Two and Parcel Three, as described herein. C. All of the provisions hereof shall be covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. It is expressly agreed that each grant, covenant, condition or restriction contained herein to d.o or to refrain from doing any act: 1. Is a burden upon Parcel One and each portion thereof and interest therein that is subject to the provisions of this instrument, and 2. Shall be binding upon each successive owner, excluding a third -party purchaser, during its ownership of Parcel One or portion thereof or interest therein, derived in any manner. D. Consideration. The consideration for this Agreement is included as a component of the purchase price for District's purchase of Grantor's fee interest in Parcel Three pursuant to the Purchase Agreernent entered into between District and Grantor concurrently with the execution of this Agreement. The parties agree that but for such consideration they would not have entered into this Agreement. E. Term. District's rights of render this Agreement shall begin upon the date of execution of this document by District and shall continue for a term of ninety nine (99) years ("Term") unless Parcel One is sold and transferred to a third party purchaser in accordance with this Agreernent prior to the expiration of the Terns, in which case District's rights under this agreement shall terminate innnediately. P. Assignment; Successors. District's rights and obligations under this Agreement shall not be assigned without Grantor's prior written consent, and any assignment without that consent shall be void, except transfer by District to another public agency or non- profit organization having a similar purpose. Subject to this restriction, this Agreement shall inure to the benefit of and be binding on the parties and their respective successors, heirs, personal representatives, and assigns. G. Notices. All notices, demands, requests, and exercises under this Agreement by either party shall be delivered by had, sent by United States Mail, Registered or Certified, postage prepaid, addressed to the other party, or sent by telecopy or similar means, if a copy of the notice is also sent by United States Certified Mail as follows: Page 5 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: General Manager Tel: 650-691-1200 Fax: 650-691-0485 Grantor: Chet Gallaway 150 Madera Ave San Carlos, CA 94070-2935 Tel 650-593-9898 Notices, demands, requests, and exercises served in this manner shall be considered sufficiently given or served for all purposes under this Agreement at the time the notice, demand, request, or exercise is delivered by hand, when postmarked to the addresses shown above, or on transmittal by telecopier or other similar means, provided that a transmission report is generated that reflects the accurate transmission of the notices. The addresses above may be changed by written notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of the notice. Copies of notices to other than Grantor or District are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. H. Entire Agreement. This Agreement and the Exhibits contain the entire agreement of the parties and supersede all prior agreements or understandings of the parties, whether written or oral, regarding the subject matter of this Agreement. I. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by Grantor and District. J. Waivers. No waiver or breach of a covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. K. Construction. In construing this Agreement, the singular :form shall include plural and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all referenced to sections are to this Agreement. L. Further Assurances. Whenever requested by the other party, each party shall execute, acknowledge, and deliver any further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and any further instruments and documents that are necessary, expedient, or proper, in order to complete any conveyances; transfers, sales, and agreements covered by this Agreement, and to Page 6 do all other acts and to execute, acknowledge, and deliver any requested documents in order to carry out the intent and purpose of this Agreement. M. Third -Party Rights. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties and their respective successors and assigns, any rights or remedies under this Agreement, except as expressly set out herein. N. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute the same instrument. O. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. P. Authority of Parties. All persons executing this Agreement on behalf of a party represent and warrant that they have the authority to execute this Agreement on behalf of that party. Q. Recordation. The original of this document shall be recorded in the official records of Santa Clara County. This Agreement shall be interpreted and construed in accordance with California law. GRANTOR: By: Chet Gallaway DISTRICT: Midpeninsula Regional Open Space District By: President, Board of Directors Date: Attest: District Clerk Date: Page 7 Exhibit I PARCEL ONE: Commencing at a 3/4 inch iron pipe momunent set in the division line between Sections 13 and 24, Township 6 South, Range 5 West, Mount Diablo Base and Meridian and distant thereon South 89° 02' 50" East 1090.10 feet from the quarter section corner common to said Section 13 and 24, said point of beginning being also the Northerly end of the dividing line between the lands of H.C. Tuchsen and J.B. Perry, as described in that certain Partition Deed executed by said H.C. Tuchsen and J.B. Perry and their respective wives, dated April 16, 1920 and recorded April 17, 1920 in Book 292 of Deeds at Page 111, Records of San Mateo County running thence on and along said dividing line, South 7° 42' 30" East 312.76 feet, more or less, to an iron pipe monument in the Northeasterly corner of lands described in the Deed from Oscar Elftman to Thomas Keenan, Jr., dated July 25, 1949 and recorded July 26, 1949 in Book 1691 of Official Records of San Mateo County at Page 659 (1289-I); thence along the Northwesterly line of said lands of Keenan, South 82° 18' West 20 feet and South 79° 15' West 195.5 feet to an iron pipe monument in the Easterly line of lands described in the Deed from Max A. Elftman to Louis Lagomarsino, dated January 20, 1949 and recorded June 8, 1949 in Book 1673 of Official Records of San Mateo County at Page 263 (94121-H); thence along said Easterly line of lands of Lagomarsino, the following courses and distances: North 18° 56' West 100 feet to an iron pipe monument, North 12° 36' West 100 feet to an iron pipe monument, North 8° 02' West 154 feet to an iron pipe monument in the Northerly line of Section 24, Township 6 South, Range 5 West, at a point therein, distant thereon North 89° 02' 50" West 206 feet from the 3/4 inch iron pipe monument constituting the point of beginning; thence South 89° 02' 50" East 206 feet to the point of beginning. APN: 081-100-050 Page 8 Exhibit II Parcel Two and Parcel Three to be inserted.