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HomeMy Public PortalAboutResolution - 15-22- 20150513 - Closing of the TransactiRESOLUTION 15-22 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT, AUTHORIZING THE GENERAL MANAGER OR OTHER OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT, AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (LA HONDA CREEK OPEN SPACE PRESERVE -LANDS OF JOHN S. ASHWORTH A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTy) The Board of Directors of Mid peninsula Regional Open Space District (District) does resolve as follows: SECTION ONE. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase and Sale Agreement between John S. Ashworth, a married man as his sole and separate property, 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 Ashworth Property"). SECTION TWO. The General Manager, President of the Board of Directors, or other appropriate officer is authorized to execute the Certificate of Acceptance for the Grant Deed on behalf of the District. SECTION THREE. The General Manager or the General Manager's designee shall cause to be given appropriate notice of acceptance to the seller and to extend escrow if necessary. SECTION FOUR. The General Manager or the General Manager's designee is authorized to expend up to $5,000.00 to cover the cost of title insurance, escrow fees, and other miscellaneous costs related to this transaction and up to $20,000 for the demolition, restoration, and site security of the property. SECTION FIVE. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and documents, which do not involve any material change to any term of the Agreement or documents, which are necessary or appropriate to the closing or implementation of this transaction. SECTION SIX. The purpose of this Section is to enable the District to reimburse its general fund for the cost of certain land acquisitions. The District wishes to finance certain of these real property acquisitions and expects to use tax-exempt debt, such as bonds, but a tax-exempt financing is not cost-justified for the District unless the principal amount of the financing is large enough to justify the related financing costs. Consequently, it is the District's practice to buy property with its general funds and, when a tax-exempt financing is cost-justified based on the aggregate value of acquisitions, to issue tax-exempt obligations to reimburse itself for previous expenditures of general funds. These general funds are needed for operating and other working capital needs of the District and are not intended to be used to finance property acquisitions on a long-term basis. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on May 13, 2015, at a Regular Meeting thereof, by the following vote: AYES: HANKO, HARRIS, HASSETT, KlSHIMOTO, RIFFLE, SIEMENS NOES: NONE ABSTAIN: NONE ABSENT: CYR ATTEST: APPROVED: �� � Secretary Boaro/ Directors APPROVED AS TO FORM: Board of Directors I, the Interim 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. ��r(&��-tL Inerim District Clerk 2 ResolulionsJ2015J15-22_ Acceptance of Purchase Agreemcnt _Ashworth DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 1 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter called "Agreement") is made and entered into by and between JOHN S. ASHWORTH, a married man as his sole and separate property (hereinafter called "Seller") and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, (hereinafter called "District"). RECITALS WHEREAS, Seller is the owner of certain real property which has open space and recreational value, located within an unincorporated area of the County of 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 terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Purchase and Sale. Seller agrees to sell to District and District agrees to purchase from Seller, Seller's real property located within an unincorporated area of the County of San Mateo, State of California, containing approximately five and seven hundredths (5.07) acres, more or less, and commonly referred to as San Mateo County Assessor's Parcel Number 075- 340-240. Said property is further described in the Legal Description attached to Preliminary Report Number 4102-4651044 from First American Title Company. A copy of said Preliminary Report is attached hereto as Exhibit "A", and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the "Property". DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 2 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Five Hundred Twenty Five Thousand Dollars ($525,000.00), which shall be paid in cash at the "Closing" as defined in Section 3 hereof. 3. Escrow. Promptly upon execution of this Agreement, in accordance with Section 13 herein, an escrow shall be opened at First American Title Company 800 El Camino, Suite 200 Menlo Park, CA 94025 (650) 323-7775 (Escrow number 4102-4651044) 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. 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 May 29, 2015 provided however, that the parties may, by mutual 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 Property as described in said Exhibit "A". D. District shall deposit into the escrow, on or before the Closing: (i) The required Certificate of Acceptance for the Grant Deed, duly executed by District and to be dated as of the Closing; (ii) District's check payable to Escrow Holder in the amount of Five Hundred Ten Thousand Dollars ($510,000.00) which is the balance of the Purchase Price Five Hundred twenty Five Thousand Dollars as specified in Section2. The balance of $15,000.00 is paid into escrow in accordance with Section 13 of this Agreement. E. District shall pay the escrow fees, the CLTA Standard Policy of Title Insurance 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. DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 3 F. Property Taxes and any penalties and/or costs levied for prior tax years or for the current tax year that constitute a lien on the Property shall be paid by Seller through escrow at close of escrow. Taxes and any penalties and costs that are assessed 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 paid by Seller that are allocable to that part of the fiscal year which begins on the "date of apportionment," as defined in 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 refund request. G. Seller shall cause First American Title Company, or other title company acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of $525,000.00 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) exemptions 3, 4, 5, 6 and 7 or 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. H. Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of 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 full purchase price of the Subject Property (less Seller's portion of the expenses described in Section 3.E. and 3.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 herein, Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same. 4. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its title and escrow cancellation charges (subject to rights of subrogation against any party whose fault may have caused such termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. 5. 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. DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 4 B. Valid and Binding Agreements. This Agreement and all other documents delivered by Seller to District now or at the Closing have been or will be duly authorized and executed and delivered by Seller and are legal, valid and binding obligations of Seller sufficient to convey to District the Subject Property described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement to which Seller is a party or by which Seller may be bound or any articles, bylaws or corporate resolutions of Seller. C. 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 fees and 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. 6. 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. 7. Disclosure of Property Related Documents. Upon Seller executing this Agreement, Seller shall have furnished to District all documents in Seller's possession or control, or reasonably obtainable from Seller's consultants, attorneys or agents, which consist of the following types of documents. A. Reports, studies, audits, investigations, inspections, appraisals, tests, and other inquiry materials concerning any physical condition of the Subject Property, or any improvement, structure, facility, road, utility, or water facilities thereupon, including, but not limited to, the environmental or geotechnical condition of the Subject Property and such improvements; B. Environmental impact reports, CEQA documents, zoning, land use or development applications or documents relating to the Subject Property; DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 5 C. Government licenses, permits, entitlements or certificates applicable to ownership, use, operation or occupancy of the Subject Property; D. Reports, permits, inspections or other materials concerning the physical condition of the residential structures, auxiliary structures, water systems, septic systems, utilities and infrastructure associated with improvements located on the subject property; By executing this Agreement, Seller warrants and affirms that it has furnished to District all such documents. If Seller has actual knowledge of the existence of any of the foregoing types of documents and such documents are not in Seller's possession or control or reasonably obtainable from Seller's consultants, attorneys or agents, upon executing this Agreement, Seller shall identify in writing all such documents and provide District with a list of the same. The foregoing shall be collectively referred to as the "Property Related Documents". After the delivery of any and all such documents, District shall have ten (10) days to review any and all such documents and complete any investigation or inspection of the Subject Property ("Examination Period") required by it to satisfy itself regarding any concerns District may have related to these Property Related Documents or to the physical condition of the Subject Property including without limitation environmental, geologic, flood or safety conditions. If District, in its sole discretion, for any reason disapproves the condition of the Subject Property, including any of the other matters referred to herein, on or before the last day of the Examination Period, then this condition shall be deemed not satisfied and this Agreement shall automatically terminate. Except as expressly set forth in this Agreement, when District has completed its due diligence investigations and approves in writing the condition of the Subject Property, District agrees to purchase the Property "AS IS" WITH ALL FAULTS. 8. District's Closing Condition Regarding Removal of Shed Structure. District and Seller understand and agree that the District's obligation to complete the transaction set out in this Agreement to purchase the Subject Property from Seller is conditioned upon the Seller's responsibility and obligation to remove the shed structure and associated miscellaneous personal property as described and documented in Exhibit B (Photo) from the Property as a condition precedent to the purchase and sale of the Subject Property. Seller shall fulfill this obligation on or before the close of escrow. 9. Hazardous Waste. A. Definitions. The term "Hazardous Waste," as used herein, means any substance, material or other thing regulated by or pursuant to any federal, state or local environmental law by reason of its potential for harm to human health or the environment because of its flammability, toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste" also includes without limitation, polychlorinated biphenyls, benzene, asbestos, petroleum, petroleum by-products, gas, gas liquids and lead. DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 6 The term "Environmental Law" as used herein includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) B. Representations and Warranties. For the purpose of consummating the sale and purchase of the Property, Seller makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District: (i) To Seller's knowledge the Property does not contain and has not previously contained any Hazardous Waste or underground storage tanks, and no Hazardous Waste has been or is being used, manufactured, handled, generated, stored, treated, discharged, present, buried or disposed of on, under or about the Property, or transported to or from the Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing; (ii) Seller has not received any notice and Seller has no actual knowledge that any private person or governmental authority or administrative agency or any employee or agent thereof has determined, alleged or commenced or threatened to commence any litigation, or other proceedings, to determine that there is a presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, 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. 10. Waiver of Relocation Benefits and Statutory Compensation. Seller and District understand and agree that Seller is selling and the District is purchasing the Property for the purposes of protecting fish and wildlife habitat, providing recreational areas and preserving open space. As a result, Seller and tenants are not entitled to relocation benefits under the California Relocation Assistance Act, Government Code Section 7260 et seq. (Gov't Code section 7260(3)(E)). In the event Seller is 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.), or 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 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 7 Agreement. Seller has been advised as to the extent and availability of such benefits, procedures, notice periods, and assistance, and freely and knowingly waives such claims, rights and notice periods except as set forth in this Agreement, including the fair market value of said Property, as provided for by said Federal Law and any similar California Law. 11. The Seller and escorted immediate family members and friends may visit the Property on an occasional basis subject to the following restrictions: 1) activity will be limited to hiking only, dogs will not be allowed; 2) access will only be permitted between '/2 hour before sunrise and 1/2 hour after sunset; 3) Access will require a permit which the District will issue for a period of at least a year and renew at the request of the Seller; 4) The Seller will comply with all permit conditions and District regulations; 5) The District will not be responsible for maintaining any trails or paths used by the Seller. The Seller further agrees to notify the District prior to entering the Property if required by the permit. 12. Miscellaneous Provisions. A. Access for Investigations. From the date Seller delivers an executed copy of this Purchase Agreement to District and until the Closing, District and District's agents, lender, contractors, engineers, consultants, employees, subcontractors and other representatives (the "District Parties") may, upon the giving of reasonable advance written notice to Seller, enter upon the Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Property without Seller's prior written consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller at least 24 hours' prior notice of each proposed entry by District. District shall indemnify, protect, defend and hold Seller free and harmless from and against any and all claims, actions, causes of action, suits, proceedings, costs, expenses (including, without limitation, reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from District's discovery of any Hazardous Waste or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. District's inspections shall be at District's sole expense. District shall repair any damage to the Property that may be caused by the District Parties while on the Property performing its inspections. B. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. C. Attorneys' Fees. If either party hereto incurs any expense, including reasonable attorneys' fees, in connection with any action, proceeding or arbitration instituted by reason of any default or alleged default of the other party hereunder, the 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 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 8 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. 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 or other similar electronic medium, addressed as indicated as follows: Seller: Scott Hayes, Agent C/O John S. Ashworth 2930 Woodside Road Woodside, CA 94062 Telephone: (650) 851-8100 xl FAX: (866) 896-5780 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: Stephen E. Abbors, General Manager DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 9 Telephone: (650) 691-1200 FAX: (650) 691-0485 If sent by facsimile or other electronic medium a confirmed copy of such 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 jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. H. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. I. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. J. Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. K. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. 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. DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 10 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. Q. Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. R. Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. S. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or the performance or breach thereof, the parties agree first to participate in non- binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right of discovery. Hearings shall be held in 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 none, a similar arbitration service. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Purchase Agreement Page 11 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 NEUTIVL ARBITRATION. Pa SELLER INITIAL DISTRICT INITIAL 13. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before April 8, 2015, District shall have until midnight May 13, 2015 ("Option Deadline") to accept and execute this Agreement, and during said period this instrument shall 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 Fifteen Thousand Dollars and No/100 ($15,000.00), 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, 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. Signatures on next page DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C 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 APPROVED AND ACCEPTED: JOHN S. ASHWORTH, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY DocuSigned by: Lim Piesident, Board of Directors John 57) ,>/Z49 4/7/2015 1 14:38 PT Date Date ATTEST: grs,(2.Y(/),Vot_.> trict Clerk Date: Mai /2 , .2015 ACCEPTED FOR RECOMMENDATION Michael C. Williams, Real Property Manager RECOMMENDED FOR APPROVAL: eryl ha ner, G,i al Counsel Stephe . Abbors, General Manager DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C EXHIBIT A CLTA Preliminary Report Form Order Number: 4102-4651044 (Rev. 11/06) Page Number: 1 4, A M E R a 0.1 a Updated First American Title First American Title Company 800 El Camino Real, Suite 200 Menlo Park, CA 94025 Escrow Officer: Anne Kaz Phone: (650)323-7775 Fax No.: (866)866-1602 E -Mail: AKaz@firstam.com E -Mail Loan Documents to: Lenders please contact the Escrow Officer for email address for sending loan documents. Buyer: Owner: Ashworth Property: Vacant land Woodside, CA 94062 PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this 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 CLTA and ALTA Homeowner's Policies 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. First American Title Page 1 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 2 Dated as of March 05, 2015 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: ALTA Standard Owner's Policy 2006 (WRE 06-17-06) if the land described is an unimproved residential lot or condominium unit; ALTA Loan Policy 2006 (06-17-06) A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: JOHN S. ASHWORTH, AN UNMARRIED MAN The estate or interest in the land hereinafter described or referred to covered by this Report is: FEE The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2015-2016, a lien not yet due or payable. 2. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3. An easement for PRIVATE ROAD CROSSING THE HEREIN DESCRIBED PROPERTY and incidental purposes in the document recorded May 13, 1897 as BOOK 75, PAGE 226 of Official Records. 4. An easement for PG&E EASEMENT (UNKNOWN WIDTH) and incidental purposes in the document recorded March 28, 1985 as INSTRUMENT NO. 1985-028999 of Official Records. A DOCUMENT ENTITLED "ASSIGNMENT" RECORDED ON JUNE 11, 1985 AS INSTRUMENT NO. INSTRUMENT NO. 1985-057916 OF OFFICIAL RECORDS 5. The terms and provisions contained in the document entitled "TIMBER HARVESTING AGREEMENT" recorded June 26, 1987 as INSTRUMENT NO. 1987-099801 of Official Records. 6. The terms and provisions contained in the document entitled "NOTICE OF CONDITION OF APPROVAL" recorded July 17, 1987 as INSTRUMENT NO. 1987-111859 of Official Records. 7. Water rights, claims or title to water, whether or not shown by the public records. First American Title Page 2 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 3 INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable 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. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. 1. General and special taxes and assessments for the fiscal year 2014-2015. First Installment: $80.00, PAID Penalty: $0.00 Second Installment: $80.00, PAID Penalty: $0.00 Tax Rate Area: 087-003 A. P. No.: 075-340-240 2. The property covered by this report is vacant land. 3. According to the public records, there has been no conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows: None 4. We find no open deeds of trust. Escrow please confirm before closing. NOTE to proposed insured lender only: No Private transfer fee covenant, as defined in Federal Housing Finance Agency Final Rule 12 CFR Part 1228, that was created and first appears in the Public Records on or after February 8, 2011, encumbers the Title except as follows: None The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. First American Title Page 3 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 4 LEGAL DESCRIPTION Real property in the unincorporated area of the County of San Mateo, State of California, described as follows: PARCEL A, AS SHOWN ON THE MAP ENTITLED "PARCEL MAP OF A RESUBDIVISION OF THE LANDS OF JONES BEING PARCEL 2 AS SHOWN IN VOLUME 41 OF PARCEL MAPS AT PAGES 46 AND 47", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON JULY 17, 1987 IN BOOK 59 OF PARCEL MAPS AT PAGE(S) 40. JPN: 075-036-360-06.02.01A AND 075-034-340-03.02.01A APN: 075-340-240 First American Title Page 4 of 12 PIN . PA RCEL 0 13 34. P AR CE L 3 \J H 4 la �- 22 e27 P ARCEL / TA X C ODE A REA_ _ _ _ — n4u A4RCEL A 2/ rr14 I 31'50 28 J, JS,T1,4\N, A VSS'dc• r q •� PA RC EL 0 3B PARCEL A Al u.0 Oc e5"E. 1473 31' 5;1 41' PARCEL C S29. ,' BEAR A PARCEL MA P VOL 62/96-97 APARCEL MAP VOL 59/[0 //• �\ P ARCEL MAP VO L 55/30 / \PARCE L MAP V OL 50/37-38 PT N. PARCEL / 251. 01 b • 1.4 F • - RpAD"� . "+a GULCH: PARCCL , ' f // .7 f. 1I - 'V .o � 15913' S •r is O'S 9.2 4.a 1921' 1 •'` a'33•33 -: v s'r'aa'7+o, -17 f 4 4. 91'83 de - k. ,vt /� / \ PARCEL MAP VOL 48/13-14 0 P ARC EL MAP VOL 41/46-47 reavl/ ! n NM/F7F n Cr3J/ / / n/QTP/I7 75-34 MAR H 2013 DocuSig n En vel ope ID: DDFEAAED-7F36-4184-9F61-394433CB865C DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 6 NOTICE Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub -escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. First American Title Page 6 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 7 INCOMING DOMESTIC WIRE INSTRUCTIONS PAYABLE TO: First American Title Company BANK: First American Trust, FSB ADDRESS: 5 First American Way, Santa Ana, CA 92707 ACCOUNT NO: 3005470000 ROUTING NUMBER: 122241255 PLEASE REFERENCE THE FOLLOWING: PROPERTY: Vacant land, Woodside, CA 94062 FILE NUMBER: 4102-4651044 (AK) PLEASE USE THE ABOVE INFORMATION WHEN WIRING FUNDS TO First American Title Company. FUNDS MUST BE WIRED FROM A BANK WITHIN THE UNITED STATES. PLEASE NOTIFY YOUR ESCROW OFFICER AT (650)323-7775 OR AKaz@firstam.com WHEN YOU HAVE TRANSMITTED YOUR WIRE. IF YOUR FUNDS ARE BEING WIRED FROM A NON-U.S. BANK, ADDITIONAL CHARGES MAY APPLY. PLEASE CONTACT YOUR ESCROW OFFICER/CLOSER FOR INTERNATIONAL WIRING INSTRUCTIONS. PLEASE NOTE THAT AN ACH TRANSFER IS NOT THE SAME AS A WIRE, REQUIRES ADDITIONAL TIME FOR CLEARANCE AND MAY DELAY CLOSING. FIRST AMERICAN TRUST CONTACT INFO: Banking Services 1-877-600-9473 ALL WIRES WILL BE RETURNED IF THE FILE NUMBER AND/OR PROPERTY REFERENCE ARE NOT INCLUDED First American Title Page 7 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 8 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10) 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. 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. Your Deductible Amount Covered Risk 16: 1% of Policy Amount or $2,500.00 (whichever is less) Covered Risk 18: 1% of Policy Amount or $5,000.00 (whichever is less) Covered Risk 19: 1% of Policy Amount or $5,000.00 (whichever is less) Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less) Our Maximum Dollar Limit of Liability $10,000.00 $25,000.00 $25,000.00 $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule 8, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: First American Title Page 8 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-3944330B8650 Order Number: 4102-4651044 Page Number: 9 (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3, Title Risks: (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date -- unless they appeared in the public records (c) that result in no loss to you (d) that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06-17-06) 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 polity. 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). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE 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. First American Title Page 9 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 10 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. 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06-17-06) 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 9 or 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. 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 deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE 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. 6. Any lien or right to a lien for services, labor or material not shown by the public records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) 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: First American Title Page 10 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 11 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; (Hi) 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, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 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, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); 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. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. 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 27(b) of this policy. First American Title Page 11 of 12 DocuSign Envelope ID: DDFEAAED-7F36-4184-9F61-394433CB865C Order Number: 4102-4651044 Page Number: 12 .•114;- '4**". First American Title Privacy Information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use Information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Information Obtained Through Our Web Site First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet. In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above. Business Relationships First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites. Cookies Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive. FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience. Fair Information Values Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy. Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy. Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws goveming the collection, use and dissemination of data. Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections. Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner. Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain. Form 50 -PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation) First American Title Page 12 of 12