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HomeMy WebLinkAboutSouth County Ventures, LLC - Agreement to Purchase of Real PropertyAGREEMENT FOR PURCHASE OF REAL PROPERTY This Agreement by and between City of Gilroy, a California municipal corporation ( "City") and South County Ventures, LLC, a California limited liability company ( "Grantor ") shall become effective upon date of execution by City ( "Effective Date "). Recitals: A. Whereas, Grantor owns certain undeveloped property located in the City of Gilroy, further described as Assessor's Parcel number 841 -18 -051 ( "Grantor's Land "); B. Whereas, the property being purchased by City pursuant to this Agreement consists of three parcels, A, B and C (the "Parcels" or the "Property "), which are portions of Grantor's Land and further depicted in Exhibit "A "; C. Whereas, the City has notified Grantor that the City intends to take ownership of the Property and a temporary construction easement to use a portion of Grantor's Land further described in Section 1(b), below (which Property and temporary construction easement are herein collectively referred to as the "Property Rights ") pursuant to the City's power of eminent domain as part of its project to extend the Camino Arroyo to Gilman Road and construct abridge over Llagas Creek (the "Project "); D. Whereas, Grantor has only agreed to sell the Property Rights to the City as provided for in this Agreement in response to City's stated intention to obtain title to the Property by the process of eminent domain if the Grantor does not agree voluntarily to a sale of the Property Rights to the City; E. Whereas, Grantor has informed City that it intends to commercially develop Grantor's Land; and F. Whereas, in addition to the purchase price as set forth in Section 3, below, as a material part of the consideration to Grantor under this Agreement, City herein agrees to: (i) grant to Grantor an ingress /egress easement from Grantor's Land to the northeast side of Camino Arroyo (when constructed) and (ii) construct, on said ingress/egress easement, as well as Grantor's Land along the southwest side of Camino Arroyo, concrete driveways and driveway aprons, the locations of which are further described in Section 9(b), below. The parties hereby agree as follows: PROPERTY RIGHTS TRANSFERRED Grantor agrees to sell to the City, and the City agrees to purchase from Grantor, on the terms and conditions set forth in this Agreement the "Property Rights" consisting of: (a) The Property, which Property is more particularly described in Exhibits "A" and 1VPAPP17276Q.2 05310744706091 -1- "D" and designated as parcels A, B and C of Assessor's Parcel Number 841 -18 -051 on the depictions shown in said exhibits, together with such other property interests as may be specified herein; and (b) A temporary construction easement ( "TCE ") over a portion of Grantor's Land. further described in the attached Exhibit "B ", attached hereto and incorporated herein by reference. Said TCE shall be subject to the terms and conditions of a separate Temporary Construction Easement, substantially similar or identical to that attached hereto as Exhibit "B ", and shall encumber such land as is shown in Exhibit "A" to said Exhibit "B ". Said TCE shall be recorded at close of escrow. 2. DELIVERY OF DOCUMENT. A grant deed, substantially similar to that set forth in Exhibit "D ", attached hereto ( "Grant Deed "), shall be executed and delivered by Grantor to Escrow Holder. The Grant Deed shall be delivered in the manner described in the previous sentence solely for the convenience of the parties. The City shall not be deemed to have accepted delivery of the Grant Deed until such time as the Grant Deed is recorded in the Official Records of Santa Clara County, California. This transaction shall be handled through an escrow with Chicago Title Company ( "Escrow Holder "), located at 8060 Santa Teresa Boulevard, Suite 100, Gilroy, California 95020, under Escrow No. 06- 98700992 -JW. Prior to close of escrow, Grantor shall complete, execute and deliver to Escrow Holder (i) an affidavit executed by Grantor certifying that Grantor is not a foreign person within the meaning of Internal Revenue Code Section 1445(f)(3), and meeting the requirements of Internal Revenue Code Section 1445(b)(2), and (ii) an original Withholding Exemption Certificate (California Form 590 -RE), fully executed by Grantor as required by the California Taxation and Revenue Code, certifying that Grantor is not subject to tax withholding under applicable California law. 3. PURCHASE PRICE AND TITLE. a. The monetary purchase price ( "Purchase Price ") for the Property is Three Hundred Six Thousand Six Hundred and No /100 Dollars ($306,600.00). The City shall deliver the Purchase Price into escrow prior to the close. b. Conditions of Title. At the close of escrow, Grantor shall convey fee title to the Property to City by grant deed subject only to the following exceptions: (i) Non - delinquent liens for real estate taxes and assessments, Exception 1 on the preliminary title report issued by Chicago Title Company under Escrow Number 06- 98700992, dated May 10, 2007 ( "Preliminary Title Report"); (ii) Exceptions 2 and 3 on the Preliminary Title Report provided, however, that the amounts owed or owing under Exceptions 2 and 3 for the current period shall be prorated between City and Grantor as of the close of escrow; IVPAPP1727643.2 053107-04706091 -2- (ii) All documents and title matters identified as Exceptions 4 through 8 as set forth on the Preliminary Title Report; (iii) Any exceptions to title which would be disclosed by an inspection and/or survey of the Property; (iv) Any exceptions which are caused by the actions of City or its agents, employees, contractors or consultants; (v) Zoning ordinances and regulations and any other laws, ordinances, or governmental regulations restricting or regulating the use, occupancy or enjoyment of the Property. All of the foregoing exceptions shall be referred to collectively as the "Approved Exceptions ". Grantor agrees not to voluntarily encumber the Property between the Effective Date and the close of escrow without City's prior written consent (which consent shall not be unreasonably withheld); except that, without obtaining City's consent, Grantor shall have the right to voluntarily encumber the Property, or any portion thereof, prior to the close of escrow so long as Grantor causes any new encumbrance voluntarily created by Grantor to be removed or released from title to the Property on or before the close of escrow hereunder. As a condition to City's obligation to close escrow hereunder, title to the Property at close of escrow shall be subject only to the Approved Exceptions referred to above. If Grantor is unable to deliver title to the Property to City at the close of escrow hereunder in the condition described in this Section 3(b), then City shall have no obligation to purchase the Property from Grantor and City may elect to terminate this Agreement by delivery of written notice to Grantor. C. Evidence of Title. Delivery of title in accordance with the foregoing shall be evidenced by the willingness of Chicago Title Company ( "Escrow Holder" or "Title Company's or its underwriter, to issue for the benefit of the City, at close of escrow, its CLTA Standard Form Owner's Policy of Title Insurance (or, at City's election, and if City has obtained a then current survey of the Property if required the Title Company, an ALTA form of Owner's Policy of Title Insurance) in the amount of the Purchase Price showing title to the Property vested in City, subject only to the Approved Exceptions (the "Title Policy "). The Title Policy shall be in the amount of the Purchase Price, showing title to the Property vested in the City, subject only to the Approved Exceptions. It shall be a condition precedent to City's obligations under this Agreement that escrow holder is able to issue the Title Policy to City upon close of escrow. At close of escrow, the escrow agent shall deliver the purchase price to Grantor, less Grantor's share of prorated taxes and amounts necessary to place title in the condition required by this Agreement. The City shall pay all costs of title insurance incurred in this transaction for the Property WPAPP1727643.2 053107-04706091 -3- and the TCE. If City elects to obtain an ALTA extended owner's policy City shall also be responsible for the costs of obtaining any current survey of the Property required by the Title Company to issue the Title Policy. The preceding to the contrary notwithstanding, if a survey is required for Title Company to issue to City an ALTA extended owner's policy of title insurance referred to above, and if City fails to obtain such survey, at City's sole cost and expense, by the date escrow is scheduled to close hereunder, then the issuance of an ALTA extended coverage policy of title insurance shall not be a condition to City's obligation to close escrow and City shall close escrow based on the issuance to City of a standard CLTA owner's policy of title insurance showing title vested in City subject to the Approved Exceptions. Grantor shall be responsible for costs of title insurance on the "Ingress/Egress Easement" (as defined below), if Grantor so desires. At close of escrow, the City shall pay to Grantor for Grantor's costs, not to exceed Three Thousand Fifty Dollars ($3050), in obtaining its appraisal of the Property. The City shall additionally pay all escrow costs and recording fees incurred in this transaction. 4. PRORATION OF TAXES. a. At close of escrow, taxes shall be prorated in accordance with California Revenue and Taxation Code section 5081 et seq., as of the recordation of the Deed conveying title to the City. In the event the City acquires an order of possession in an action in eminent domain, taxes shall be prorated in accordance with California Revenue and Taxation Code section 5082. b. Grantor authorizes the City to deduct from the purchase price any amount necessary to satisfy any delinquent taxes, together with penalties and interest thereon, and any delinquent or non - delinquent assessments or bonds, which are to be cleared from the title to real property at close of escrow. 5. PAYMENT OF MORTGAGE OR DEED OF TRUST. Grantor represents and warrants that Grantor is the sole fee owner of the Property, that Grantor is not under contract with any other party for the purchase and sale of the Property, and that there are no oral or written leases in effect with respect to any portion of the Property. Grantor agrees to indemnify, defend with counsel approved by the City, hold harmless and reimburse City and City's officers, representatives, agents and employees from and against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including, without limitation, attorneys' fees, in the event that any of Grantor's representations or warranties contained in this Section 5 are not correct at the time made or at the close of escrow, which obligations shall survive close of escrow and recordation of the Grant Deed. The representations and warranties set forth above shall survive close of escrow and recordation of the Grant Deed. 1VPAPP1727643.2 053107-04706091 _4_ 6. CONDITIONS TO CLOSE OF ESCROW. a. City Contingencies. City's obligation to purchase the Property shall be conditioned and contingent upon the satisfaction of each and all of the following conditions precedent prior to the Close of Escrow ( "City's Closing Conditions "). (i) Escrow Holder is unconditionally prepared, committed and able to issue the Title Policy at close of escrow insuring that title to the Property is vested in City, subject only to the Approved Exceptions. (ii) Grantor has timely performed each and every material obligation required by the terms of this Agreement to be performed by Grantor. (iii) All representations and warranties made by Grantor to City in this Agreement are true and correct in all material respects as of the close of escrow. (iv) Escrow shall close on or before the "Outside Closing Date" (as defined in Section 10, below) unless the close of escrow has not occurred because of the breach by the City of any of its obligations hereunder. If any of City's Closing Conditions have not been satisfied prior to the close of escrow for any reason other than the breach by the City of any of it obligations hereunder, the City shall have the right to give Grantor written notice terminating this Agreement, in which event the parties' rights, obligations and liabilities under this Agreement shall terminate, except with respect to any rights, obligations or liabilities arising out of any breach of this Agreement by Grantor. City's right to terminate this Agreement shall not affect City's right to specific performance or any other right available to City in the event the failure of any condition is due to the breach of this Agreement by Grantor. City may unilaterally waive any of the City's Closing Conditions, such conditions being for City's sole benefit. b. Grantor Contingencies. Grantor's obligation to sell the Property shall be conditioned and contingent upon the satisfaction of each and all of the following conditions precedent prior to the close of escrow ( "Grantor's Closing Conditions "). (i) City has timely performed each and every material obligation required by the terms of this Agreement to be performed by City. (ii) All representations and warranties made by City to Grantor in this Agreement are true and correct in all material respects as of the Close of Escrow. (iii) Escrow shall close on or before the Outside Closing Date unless the close of escrow has not so occurred because of the breach by the Grantor of any of its obligations hereunder. WPAPPV27643.2 053107-04706091 _5 _ (iv) The City has timely deposited the full amount of the Purchase Price and all costs of title insurance on the Property Interests as well as escrow fees, recording fees and related costs for disbursement by Escrow Holder at close of escrow as provided for in this Agreement. If any of Grantor's Closing Conditions have not been satisfied prior to the Outside Closing Date, the Grantor shall have the right to give City written notice terminating this Agreement, in which event the parties' rights, obligations and liabilities under this Agreement shall terminate, except with respect to any rights, obligations or liabilities arising out of any breach of this Agreement by City. Grantor may unilaterally waive any of the Grantor's Closing Conditions, such conditions being for Grantor's sole benefit. POSSESSION. The City shall have the right of possession and use of the Property, including the right to remove and dispose of improvements upon close of escrow. 8. IMPROVEMENTS. Except as may be otherwise provided herein, the purchase price for the Property includes compensation for any and all improvements thereon. 9. INGRESS /EGRESS EASEMENT AND DRIVEWAYS: a. Grant of Easement and Driveway — Northeast Side of Camino Arroyo. As a material portion of City's consideration to Grantor, the City agrees to grant an approximately forty (40) foot wide ingress and egress easement ( "Ingress/Egress Easement ") to Grantor for the benefit of Grantor's Land over a portion of the City's property on the northeast side of Camino Arroyo. The Ingress/Egress Easement shall provide access that is right in and right out. Additionally, concurrently with the Project and no later than the date that Camino Arroyo opens for traffic, the City will construct an approximately thirty -five foot wide concrete driveway and an appropriate driveway apron (collectively "Driveway ") in conformance with City Engineering Standard STR- 19 over the Ingress/Egress Easement, sufficient in length to connect Camino Arroyo with that portion of the Grantor's Land situated to the northeast of Camino Arroyo. b. Driveway — Southwest Side of Camino Arroyo As further material consideration to Grantor for the Property Rights granted herein, concurrently with the Project and no later than the date that Camino Arroyo opens for traffic, the City agrees to construct an approximately thirty -five (35) foot wide concrete driveway and an appropriate driveway apron in conformance with City Engineering Standard STR -19 from the Southwest side of Camino Arroyo across Grantor's land. Said Driveway shall be no longer than the Driveway at the northeast side of Camino Arroyo. Grantor hereby agrees that City shall have a right of entry to construct such Driveway from the date that Grantor receives notice from City that it is ready to begin construction on such Driveway, until the date that Grantor is deemed to have accepted such Driveway as further set forth in Section 9.c below. IVPAPPV27643.2 053107-04706091 _6_ C. Acceptance of Driveways. Upon completion of the Driveway, City shall notify Grantor in writing of the completion thereof. Grantor shall have thirty (30) days to inspect such Driveway and accept or reject same. Grantor shall not reject such Driveway if it is constructed in accordance with the provisions of this Agreement. Failure of Grantor to respond to City's written notice of completion shall be deemed Grantor's acceptance of such Driveway. Upon acceptance of the Driveway and (for the driveway to the northeast of Camino Arroyo) recordation of the Ingress/Egress Easement, the accepted Driveway shall become the personal property of Grantor and City shall have no further responsibility to construct, repair or maintain such Driveway. Any dispute about the construction of the Driveway will be resolved through binding arbitration in accordance with the arbitration rules and procedures set forth in California Code of Civil Procedure 1280, et seq. The arbitration shall be conducted by an arbitrator mutually selected by the parties, which arbitrator is located in Santa Clara County and has expertise in real estate. The decision of the arbitrator on any matter submitted to arbitration hereunder shall be final and binding upon the parties. The decision of the arbitrator may include an award or allocation of fees and costs incurred by the parties in the arbitration proceedings. d. Location of Driveways. (i) Southwest Driveway. The Driveway on the southwest side of Camino Arroyo shall provide ingress and egress to and from Grantor's land from the southwest side of Camino Arroyo, right in and right out, and shall be located approximately one hundred forth (140) feet southeast of the intersection of Camino Arroyo and Gilman Road, or at such other location as may be mutually agreed upon by both City and Grantor. (ii) Northeast Driveway. The Driveway on the northeast side of Camino Arroyo, and the Ingress/Egress Easement underlying said Driveway, shall provide ingress and egress to and from Grantor's land to the northeast side of Camino Arroyo, right in and right out, and shall be located approximately 260 feet southeast of the intersection of Camino Arroyo and Gilman Road or at such other location as may be mutually agreed upon in writing by both City and Grantor. A copy of the proposed Ingress/Egress Easement deed is attached hereto as Exhibit "C "; however, proposed exhibits showing descriptions of the easement attached thereto are attached for convenience of the parties, and may be changed by the parties if the parties mutually agree to a different location for the Ingress/Egress Easement prior to recordation thereof. The Ingress/Egress Easement shall be recorded promptly after Grantor's acceptance of the Driveway on the northeast side of Camino Arroyo as further described in Section 9.c (above). 10. ESCROW. Escrow shall close as soon as possible after the execution of this Agreement upon the performance of each of the parties of their obligations hereunder provided, however, that in no event shall escrow close later than the close of business on September 20, 2007 (the "Outside Closing Date") unless otherwise agreed to by both parties in writing. Close of escrow shall be WPAPPV27M.2 053107-04706091 _7_ deemed to have occurred on the date that the Grant Deed is recorded in the Official Records of Santa Clara County, California and the purchase price is disbursed to Grantor by Escrow Holder. 11. GRANTOR'S REPRESENTATIONS - PROPERTY AS -IS Grantor represents and warrants that to the best of Grantor's actual knowledge, there have been no disposals, releases or threatened releases of Hazardous Materials on the Property. Grantor has made no investigation whatsoever to determine whether any hazardous or toxic materials are present on the Property, have migrated onto the Property from adjacent properties, are threatening to migrate onto the Property from adjacent properties or may be migrating from the Property to adjacent properties. For the purposes of this Agreement "Hazardous Materials" shall have the definition set forth in Exhibit "E" attached hereto, EXCEPT AS MAY BE PROVIDED TO THE CONTRARY IN THIS AGREEMENT, CITY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT GRANTOR IS SELLING AND CITY IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS AND THAT CITY IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM GRANTOR OR ITS AGENTS OR MANAGERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ACCESS, LANDSCAPING, SEWAGE, AND UTILITY SYSTEMS, (ii) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI - GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (vii) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTIES. CITY ACKNOWLEDGES THAT IT SHALL USE ITS INDEPENDENT JUDGMENT AND MAKE ITS OWN DETERMINATION AS TO THE SCOPE AND BREADTH OF THE DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE RELATIVE TO THE PROPERTY. CITY SHALL RELY UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, WHETHER THE PROPERTY IS LOCATED IN AN AREA WHICH IS DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD 1VPAPP1727643.2 053107-04706091 -8- ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY). CITY UNDERTAKES AND ASSUMES THE RISKS ASSOCIATED WITH ALL MATTERS PERTAINING TO THE PROPERTY'S LOCATION IN ANY AREA DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY. THE PROVISIONS OF THIS SECTION SHALL INDEFINITELY SURVIVE THE CLOSE OF ESCROW HEREUNDER AND SHALL NOT BE MERGED INTO THE GRANT DEED. CITY ACKNOWLEDGES THAT, AS OF THE CLOSE OF ESCROW HEREUNDER, IT SHALL HAVE INSPECTED THE PROPERTY AND OBSERVED ITS PHYSICAL CHARACTERISTICS AND CONDITIONS. EXCEPT AS MAY BE SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, AS OF THE CLOSE OF ESCROW, CITY WAIVES ANY AND ALL OBJECTIONS TO SAID PHYSICAL CHARACTERISTICS AND CONDITIONS OF THE PROPERTY WHICH WOULD BE DISCLOSED BY SUCH INSPECTION. AS OF THE CLOSE OF ESCROW HEREUNDER, CITY SHALL POSSESS KNOWLEDGE OF OPERATIVE OR PROPOSED GOVERNMENTAL STATUES, LAWS, RULES, REGULATIONS, ORDINANCES AND DIRECTIVES, INCLUDING, WITHOUT LIMITATION, ZONING, ENVIRONMENTAL AND LAND USE STATUES, LAWS, RULES, REGULATIONS, ORDINANCES AND DIRECTIVES. NOTHING IN THIS SECTION 11, HOWEVER, SHALL BE DEEMED TO LIMIT CITY'S RIGHTS TO RECOVER CLEAN UP COSTS FROM ANY PARTY THAT CAUSED OR CONTRIBUTED TO ANY HAZARDOUS MATERIAL CONTAMINATION OF THE PROPERTY. GRANTOR'S OBLIGATIONS PURSUANT TO THIS SECTION SHALL SURVIVE THE CLOSE OF ESCROW AND RECORDATION OF THE GRANT DEED. 12. SEVERABILITY. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force without being impaired or invalidated in any way. 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 14. PUBLIC PURPOSE/ ACQUISITION IN LIEU OF CONDEMNATION/ SETTLEMENT OF CLAIMS. IVPAPP1727643.2 053107-04706091 -9- City requires the Property Rights, which are not currently appropriated to a public use, for the purpose of extending Camino Arroyo from Gilman Road across Llagas Creek, which extension includes construction of a road between Gilman Road and Llagas Creek and a bridge over the Llagas Creek. City is entitled to exercise the power of eminent domain for such purposes. This acquisition has been completed in lieu of condemnation and the consideration provided by City for the Property Rights, as further set forth herein, constitutes a complete settlement of all rights of Grantor (i) to just compensation for the Property Rights and (ii) to claim, assess or receive severance, inverse condemnation, relocation or any other damages arising from, or related to, the acquisition of the Property Rights by the City. Grantor has reviewed, or has had the opportunity to review, this transaction with an attorney. Both Grantor and City recognize the expense, time, effort and risk to both Grantor and City in resolving a dispute over compensation for the Property by eminent domain litigation and agree that the compensation set forth herein for the Property constitutes a just and reasonable compromise and settlement in lieu of such litigation. 15. AUTHORITY AND EXECUTION. Each person executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 16. ENTIRE AGREEMENT. This Agreement represents the full and complete understanding of the parties with respect to the Property and the Project. Any prior or contemporaneous oral or written agreements by and between the parties or their agents and representatives with respect to the Property or the Project are revoked and extinguished by this Agreement. 17. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one and the same document. 18. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. 19. REQUIRED ACTIONS. WPAPP1727W.2 053107-04706091 -10- Each party agrees to execute such instruments and documents and to undertake such actions as may be reasonable required in order to consummate the purchase and sale contemplated by this Agreement. 20. TIME OF THE ESSENCE. Time is of the essence of each and every term, condition, obligation and provision hereof. 21. AMENDMENT. This Agreement shall not be modified or amended except by an instrument in writing executed by each of the parties hereto. 22. SUCCESSORS. This Agreement shall inure to the benefit of and bind the parties' respective heirs, legal representatives, successors, and assigns. 23. ATTORNEYS' FEES. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. 24. INTERPRETATION. This Agreement shall be interpreted and construed only by the contents hereof and there shall be no presumption or standard of construction in favor of or against either party. Signatures of parties on following page. WPAPP1727643.2 053107-04706091 -11- IN WITNESS WHEREOF, the parties have executed this Agreement as follows: GRANTOR: SOUTH COUNTY VENTURES, INC. By: Nan It's: By: _ Name: Its: ATTESTS r i, Shawna reels \ City Clerk 1VPAPP1727643.2 053107- 04706091 CITY: APPROVED AS TO FORM By: Linda Callon City Attorney -12- CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California ss. County of 64 t 7 f}- L-6aA ' � i3Ll G On �u� uST 1 b� Le,� - before me, TATRI C t R K 3E�lJ i 50� /�JorA� Dale N: uJ Tile d OH.cr is 11 Jz ; Dc N f,ry Pubic personally appeared - R C- G rl N LEY,_", ,<<,.• personally known to me >4- proved to me on the basis of satisfactory evidence X. 111111111119111111M Co mnwwon s 1746362 N°'°" ruble, - C°worma Is M0 Ciao County 3 �Lb111111. IrN1I� �. i011 to be the person(s) whose name(s)oare subscribed to the wit instrument and acknowledged to met the/ e /they executed the same in s/ er /their uthorized capacity(ies). and by his her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. S my hand and offi I seal. N�,.,' P, h OPTIONAL fiThough the information below is riot required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document � Title or Type of Document: Yt- C me _ I+— r_- e, �i,,(L� � Vic. O_ F ���(_ t Y_ o r Document Date: -A u T i et 20 c _ _ _ -_ Number of Pages: Signer(s) Other Than Named Above: )Ay 6AY,5A �l�_ j)A A rt LL-6 Aj > A F h' £i I- -S Capacity(ies) Claimed by Signer Signer's Name: Gk L9 F i N it�� �. Individual x Corporate Officer — Title(s): Dti� a N I ti_c -_ h 1 rn Partner — Limited General Attorney -in -Fact Trustee Guardian or Conservator Other: - - - -- Signer Is Representing: - c .h� Tl i_�Qt+ vets �u r�_S/ _LL L 1,-11 N,v N,1 c .,, �J , A...,.i_, 1 ­n :) ,1, A., '1 ;i­ . .fl.' f 1 0­., r1l , OV , ? 11. ... �. 1,I i )1,v, Pr, .1 N" .tin,; 1i,•. i 1, ( 0 Ti 11 -U 1 4:') 8, EXHIBIT A DESCRIPTION OF PROPERTY ►VPAPW27643.2 053107. 04706091 0 n 0 N Of O 0 I N I tD ai a �o 1'-100' oe GRAPHIC SCALE �1.•�'ti� %ii10 1 �3�0 SCALE IN FEET A.P.No. 841 -18 -51 sOM COUNW VElnum .%GO 3 0 � PARCEL "A" /' W 6 96646 SQLW; E FEET �EASEUENT DOC. NO. 15499518 � •I (0.219 ) 46atiQ �L �� 9 PARCEL "B" 2508.11 SQU E FEET (OAlAw+) Y.O.U. S.C.V.W.D. CHANNEL LINE SCHEDULE (DS 31'22'50" E. 64.50' (DS 85'30'00" W. 98.30' 2O N 4135'33' E. 82.96' SOS 59'40'40" E. 62.61' OS 85'30'00' W. 88.93' ©S 77'56'18' E. 52.07' 7O N 55'02'46" E. 27.49' V 1D0?Qtit4 3 -91-H GAk Ross G. Stephenson UIAT PLAT OF DESCRIPTION Associates, Inc. CITY OF GILROY. CA Engineering and Surveying CAMINO ARRROYO BRIDGE 2801 Coffee Rood. Suite 9 -1 Modesto. Colifomio 95355 AT S.C.V.W.D. CHANNEL (209) 378 -3895 / Foe. (209) 578 -3929 i i i A PORTION OF PARCEL 1 642 MAPS 14 S.C.C. RECORDS LAND OF SOUTH COUNTY VENTURES ml SCALE: 1' =40' GRAPHIC SCALE 40 SCALE IN FEET i - 'I - S.CN F.C• & W.D. LINE SCHEDULE (DS 03.51'48" E, 49.38' OR- 650.00' Ad 04'14'00" L- 6280' 3U N 70'38'12" E. 89.07' rcoss u. z�itepnenson Associates, Inc. Engineering and Surveying 2801 Coffee Rood. Suite 8 -1 Modesto. Colifomio 95355 (209) 578 -3895 / fox. (209) 578 -3929 CHANNEL y� �. S 7tN EXPIRES 3 -31-V PLAT OF DESCRIPTION '°� "` 01.05 E, zno/oe CITY OF GILROY. CA ors AT CAMINO ARROYO BRIDGE ra w; xx AT S.C.V.F. & W.O. CHANNEL , r• "40 NOR, A.P. No. 841 -18 -51 South County Ventures Legal Description Being a portion of Parcel One as shown on that certain Parcel Map filed for record on November 25,1992 in Book 642 of Maps at Page 14, Santa Clara Records, Santa Clara County, California and more particularly described as follows. Parcel 'A' Commencing at a Standard City Monument as shown on said Parcel Map, said point of commencement lying at the intersection of the centerline of Camino Arroyo with the northerly line of Gilman Road; thence along said centerline South 31'22'50' East, 106.98 feet; thence leaving said centerline North 55'02'46' East, 55.00 feet to a point on the easterly line of Camino Arroyo as described by the Agreement for Easement and Dedication as recorded as Document 15499518 on December 19, 2000 in Official Records, Santa Clara County, said point lying on the southerly line of Gilman Road, said point being the 'True Point of Beginning'; thence along the easterly line of said street easement South 31'2250' East, 301.04 feet to a point on the northerly line of the land of Santa Clara County Flood Control and Water District; thence along said northerly line North 85'30'00' East, 98.30 feet; thence leaving said northerly line, North 59'40'40' West, 62.61 feet; thence North 77'56'18' West, 52.07 feet; thence North 29045'42' West, 256.37 feet to a point on the southerly line of Gilman Road; thence South 55'02'46' West, along said southerly line 27.49 feet to the 'True Point of Beginning.' Containing 9,546.48 square feet more or less. Parcel 'B" Commencing at a Standard City Monument as shown on said Parcel Map, said point of commencement lying at the intersection of the centerline of Camino Arroyo with the northerly line of Gilman Road; thence South 31'22'50' East along said centerline, 376.63 feet to a point on the northerly line of the lands of Santa Clara County Flood Control and Water District; thence South 85'30'00' West, 61.66 feet to a point on the west line of Camino Arroyo as described by the Agreement for Easement and Dedication a recorded as Document 15499518 on December 19, 2000 in Official Records, Santa Clara County, said point being the 'True Point of Beginning'; thence continuing along said northerly line South 85030'00' West, 88.93 feet; thence leaving said northerly line North 41'35'33' East, 82.96 feet to a point on the westerly line of Camino Arroyo as described by said Agreement; thence along said westerly line South 31022'50' East, 64.50 feet to the 'True Point of Beginning.' Containing 2,558.11 square feet more or less. RL.1.,7�aM11!_]NWM/M \I r.i M1�.d...i�d�111J Y�_/L<t �M k �e T.L... $)� AP. No. 841 -18.51 South County Ventures Legal Description Being a portion of Parcel One as shown on that certain Parcel Map filed for record on November 25,1992 in Book 642 of Maps at Page 14, Santa Clara Records, Santa Clara County, California and more particularly described as follows. Parcel 'C" Beginning at the most westerly point of said Parcel One, said point of beginning being the point of intersection of the southerly line of Gilman Road as described by deed recorded as Document No. 11646987 Official Records Santa Clara County and the northerly line of the lands of Santa Clara County Flood Control and Water District as described as Parcel 'A' in deed recorded in Liber 618 at Page 186 Official Records Santa Clara County; thence from said point of beginning North 70'38'12' East, along said southerly line of Gilman Road, 89.07 feet; thence continuing along said southerly line on a non - tangent curve to the left from a radial of South 11'37"33' East with a radius of 1428.00 feet, through a delta of 5'3745' for an arc length of 140.24 feet; thence leaving said southerly line, South 03'51'48' Fast, 49.38 feet more or less to the northerly line of said lands of Santa Clara County Flood Control and Water District; thence along said northerly line South 85'30'00' West, 160.93 feet; thence continuing along said northerly line on a curve to the right from a radial bearing South 04'30'00' East, with a radius of 850.00 feet through a delta of 04'14'00' for an arc length of 62.80 feet to the ?rue Point of Beginning. Containing 610832 square feet more or less. EXPIRES 3-31 -07 n�s�yrnsxaaa •� ��� c o�,m. c+see� RECORDING REQUESTED BY AND WHEN. RECORDED MAIL TO: The. city nriirov 7351 Rosanna Street Gilroy, CA 95020 ' Attention: RECORD WrMOUT FEE UNDER SECTION 27383 OF THE GOVERNMENT CODE OF STATE OF CALIFORNIA SPACE ABOVE THIS TEMPORARY CONSTRUCTION EASEMENT This Temporary' Construction Easement ( "TCE'). is made this � day of AUGUST 2007, ("Effective Date") by and between South County Ventures, LLC, a California limited liability company ( "South County"), and the City of Gilroy, a municipal corporation of the State of California ( "City"). Recitals A. Whereas, South County. is the owner of that real property designated as Santa Clara County Assessor's Parcel Number 841 -18 -051 ("South County Land'). B. Whereas, the City is planning to extend the Camino Arroyo to Gilman Road and construct a bridge over Llagas Creek ( "Project'); C. Whereas, in connection with that Project, the City is acquiring from South County certain parcels of South County Land. D. Whereas, in connection with its construction work on the Project the City will require a temporary construction easement from South County in order to access the Project from its staging site. E. Whereas, on the terms set forth herein, South County is willing to grant a temporary construction easement to the City to use a portion of the South County Land for the purposes set forth in this TCE, subject to all of the terms and provisions set forth herein. -1- E .1. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS. 1. Temporary Construction Easement: For the purposes and under the terms set forth herein, Sout$ County hereby GRANTS to City a TEMPORARY CONSTRUCTION EASEMENT over and across that portion of the South County Land shown as the cross- hatched area on plat that is attached as part of Exhibit "A" (the "TCE Area"), which TCE Area contains approximately six thousand four hundred twenty-four (6,424) square feet. 2. Term The term of this TCE shall commence on the effective date and terminate upon the earlier of the completion of the Project or December 31, 2010. 3. Purpose and Use. (a) TCE Use /Access. This TCE grants to the City and its employees, agents, contractors, subcontractors and /or invitees the exclusive and unlimited right to use the TCE Area in order to access the Purchased Property for purposes of constructing the Project. The rights granted herein include the right drivee vehicles, equipment and materials ( "Construction Equipment') over the TCE Area, park and remove such vehicles and to unload and reload Construction Equipment from the vehicles in order to complete the Project. Access granted pursuant to this TCE may also include, but not be limited to, temporary storage of Construction Equipment on the TCE Area; however storage of Construction Equipment on the TCE Area for any period in excess of seven (7) consecutive days shall be prohibited. (b) No Violation of Law or Regulation. Notwithstanding anything to. the contrary herein, City's use of the TCE Area shall be strictly limited to legal uses which are not contrary to law or the rules or regulations of any governmental or regulatory bodies having jurisdiction over the TCE Area. Further, City shall not use the TCE Area for storing, manufacturing or selling any explosives, flammable materials, inherently dangerous substances, chemicals, toxic materials, hazardous materials, petroleum products or the like. All of the Construction Equipment and personal property which enters the TCE Area shall be in a condition so as not to leak or otherwise spread hazardous materials, including oil, gasoline or other petroleum products on the TCE Area. (c) No Nuisance. City will use the TCE Area in such a way as not to interfere unreasonably with the peace and quiet enjoyment of South County and South County's neighbors and membem of the public. It shall not be considered unreasonable interference with peace and quiet enjoyment of the above- mentioned parties, however, for City to engage in activities that create noise and other disturbances, including dispersal of dust, exhaust and fumes from equipment and or materials used in construction of the Project. (d) No Pollution. City shall not release any Hazardous Materials, as defined in Exhibit "B" onto the TCE Area or South County Land. -2- ew_a .0112 (e) Clean -Up of Toxic Release. In the event of the release by City (or City's agents, employees, contractors or subcontractors) of any Hazardous Materials, the City will immediately take diligent steps to halt such discharge, to remove such materials, to clean the TCE Area and all other affected real property onto which such material may have flowed or migrated and to remediate any damage, loss, injury or contamination related thereto at City's sole expense. City will indemnify and hold South County harmless from all loss, cost, expense, damage or injury, including reasonable attorney's fees, related to, or in connection with, any such discharge, release or contamination to the extent not caused by the negligence or willful misconduct of Owner in its utilization of the TCE area. ' (f) Modification of TCE. The parties acknowledge that in the event that South County, or its successor, elects to develop any part of the South County Land on which a portion of the TCE is located during the term of the TCE, that the location and/or size of the TCE may require modification so as to allow the development and use of the South County's Land. It is therefore agreed that, upon at least thirty (30) days advance written notice to the City, South County may request a modification of the TCE to enable development and use of the South County Land upon which a portion of the TCE is located The parties agree to work together promptly, reasonably and in good faith to modify this TCE so that South County may develop and use its Land while simultaneously assuring City's ability to complete its construction of the Project in a timely manner. The parties agree to execute a modified TCE, and/or other appropriate documents suitable for recording, reflecting such modifications to the TCE. In no event, however, shall City be required to modify the TCE if such modification would, in City's reasonable judgment, impair City's ability to access and/or construct the Project or. increase City's costs of construction thereon. The parties further agree that in the event of any dispute in connection with size or location of the modification to the TCE, such dispute will be resolved through binding arbitration in accordance with the arbitration rules and procedures set forth in California Code of Civil Procedure 1280, et seq. The arbitration shall be conducted by an arbitrator mutually selected by the parties, which arbitrator is located in Santa Clara County and has expertise in real estate. The decision of the arbitrator on any matter submitted to arbitration hereunder shall be final and binding upon the parties. The decision of the arbitrator may include an award or allocation of fees and costs incurred by the parties in the arbitration proceedings. Pending the outcome of such arbitration, City may continue to use the TCE in its unmodified state. 4. Insurance. During the entire term of this TCE, City will maintain in full force and effect at City's sole expense a policy of comprehensive liability insurance, including property damage, which will insure both City and South County as named insureds against liability for injury or death to persons and damage or destruction of property in connection with, based on or related to City's and its employees, contractors, agents and invitees' use of or presence on or ingress or egress to any portion of the TCE Area or South County Property. The coverage limits of this insurance shall not be less than two million dollars ($2,000,000) for any one person injured or killed and not less than two million dollars ($2,000,000) for any one incident and not less than two million dollars ($2,000,000) for property damage or loss. -3- ; City shall provide South County with a copy of the policy, including an endorsement stating that the policy will not be canceled except after thirty (30) days advance written notice to South County and such endorsement shall also state that South County is named as an *additional insured under such policy. In the event of the termination, or threatened termination, of this insurance, this TCE may be immediately terminated in writing by South County. 5. Indemnity. City shall indemnify South County and its officers, directors, members, managers, employees, attorneys, consultants, agents and contractors (collectively "Indemnified Parties"), from all claims, damages, losses, costs, expenses and charges including, but not limited to, reasonable attorney's fees, to the extent caused by: (i) use of the TCE Area by City or its employees, agents, contractors, subcontractors or invitees pursuant to this TCE; or (ii) the presence on or about the South County Property of City or any of its employees, consultants, agents, contractors, subcontractors or invitees which presence results from City's use of the TCE. 6. Removal of Construction Equipment & Property upon Termination. No later than midnight of the effective date of the termination of this TCE, City shall remove from the TCE Area all of the Construction Equipment and any other property and materials that it or its employees, contractors, subcontractors, agents, employees or invitees may have brought on the TCE Area. If City has not so removed such materials, South County may either directly, or through the use of third parties, remove such Construction Equipment and materials from the TCE Area and to deposit the same on a public street with written notice to City of the location to which the same have been moved. Upon termination City will clean up. the TCE Area and restore it to. the condition in which it existed on the day prior to the Effective Date. Neither during the term of this TCE nor at any time thereafter shall South County have any obligation or responsibility whatsoever for any loss, damage, injury or destruction of any of the Construction Equipment or any other property which is brought onto the TCE Area pursuant to this TCE except to the extent that such loss, damage or destruction is caused by the negligence or deliberate wrongful conduct of South County. South County will additionally have no obligation or responsibility for any loss, damage, injury or destruction of any of the Construction Equipment or any other property which is left on the TCE Area after the termination of this TCE. City shall hold South County and its employees, officers, directors, members, managers, consultants, contractors, subcontractors and agents harmless from all loss, cost or expense, including reasonable attorney's fees arising from, based on or related to the removal of any Construction Equipment or any other personal property from the TCE Area after the termination of this TCE. The parties acknowledge and agree that mere financial payments will not be sufficient to compensate South County for the loss of the use of the TCE Area in the event of the continued presence of Construction Equipment or personal property on the TCE Area or the TCE Area after termination of this TCE. The parties thereby stipulate and agree that South County shall be entitled to request and obtain injunctive relief requiring City to remove the Construction -4- Equipment and/or any other personal property from the TCE Area upon the termination of this TCE and that the granting of such injunctive relief shall not require the posting of a bond by South County and any requirement for such a bond is hereby waived Nothing in this section, however, shall be deemed a waiver of City's rights to use its powers of eminent domain to acquire the right to use the TCE Area beyond the Term of this TCE. 7. No Liability by South County. City and South County jointly agree that a material portion of the consideration to South County for a granting of this TCE is City's agreement to the wavers contained in this Section 7. City hereby waives any and all claims against South County for any damage, injury or loss to Construction Equipment or any personal property on the South County Property or the TCE Area. Further, all of the Construction Equipment and all personal property brought in, on or about the TCE Area pursuant to this TCE shall be placed on the TCE Area at City's sole risk and without any liability whatsoever by South County other than the liability of South County to the extent of a loss caused by the negligence or deliberate wrongful conduct of South County. City hereby waives any claims, charges, demands or rights against South County and its officers, directors, members, managers, attorneys, employees, agents, contractors and subcontractors in connection with any injury or death to any persons or damage to or loss of any of the Construction Equipment or personal property while on or about the WE Area, including but not limited to loss arising from mysterious disappearance, rodents, acts of God, fire, theft, vandalism, water damage or any other cause, excluding only losses to the extent caused by the negligence or deliberate wrongful conduct of South County. Further, City agrees that it will indemnify South County and its officers, directors, employees, members, managers, agents, contractors and subcontractors from any claims by City's employees or any third parties in connection to or related to any death or personal injury to any persons or damage to, loss of or destruction of any Construction Equipment or any other property brought onto the South County Property or TCE Area by anyone pursuant to this TCE or related to the City's or its employees, agents, contractors, subcontractor's or invitee's use of the TCE Area excluding only losses to the extent they are caused by the intentionally wrongful or negligent conduct of South County or its employees, agents or contractors acting within the course and scope of their employment or duties. 8. Survival of Obligations. The provisions of Sections 3(e), 5, 6, 7 and 10 will survive the termination of this TCE. 9. Entire Agreement. All of the terms, provisions and conditions agreed upon by the parties hereto are expressed herein and, except as contained in this instrument there are no further understandings. Any of the terms, conditions or provisions of this contract may be amended only by the joint written agreement of both parties hereto_ 10. Successors and Assigns. This Agreement shall inure to the benefit of and bind the parties' respective heirs, legal representatives, successors, and assigns. -5- I �I 11. Attorney's Fees. In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this TCE or breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable attorney's fees, costs, and expert witnesa fees, including attorney's fees and costs incurred on or after appeal or attorney's fees incurred after judgment in the collection process. Expert witness fees shall be recoverable pursuant to proof at trial or memorandum of costs. GRANTOR SOL By: Nan It's: CITY: STATE OF CALIFORNIA ) )ss. COUNTY OF SANTA CLARA ) TITLE OF DOCUMENT: Temporary Construction Easement On August 21, 2007, before me, Susan R. Johnson, Notary Public, personally appeared Jay Baksa personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary PJlic per GC Sec. 40814; CC Sec. 1181 SUSAN R. JOHNSON CommWHon # 1643104 Nokwy Pubk - cavonMo Santa Ckma Counly My Comm. ft l Jan 9, (Notary Seal) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California ss. County of - 64*JTA- 04-44ZA On A tA&u sr It,, 200 7 before me, f OTR 1 Cl A K 3ENT�a+J A)4T?4f1`/ %�I9LI Dale Name and Title of Officer le Q 'Jane Dce 6otary Public') personally appeared 0 �I N Lc FAIRCA CoMon �Mt 117"362 sonro Ckra CCU M*1000W&"ftM9.3M l amels) of Signer(s) personally known to me proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. (7zz;nature of Notary PuWw OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Tf✓M port A-I? �j �� s 21�1C77G�lJ E ABM eo r Document Date: >A U GUST )LIZ-00'7 Number of Pages: Signer(s) Other Than Named Above: N otie Capacity(ies) Claimed by Signer 11 Signer's Name: b u� �-In1 Le`l Individual Corporate Officer— Title(s): MAC A-A7,l nJC- M ��v4 BER- Partner — Limited r_ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: Q)L% N" Veog-LkR_". L-t-C., RIGHT THUMBPRINT OF SIGNER C 1999 National Notary Association - 9350 De Soto Ave.. P.O. Box 2402 - Chatsworth. CA 91313-2402 - www. naeonalnotary Ong Prod No 5907 Reorder. Call Toll -Free 1- 600 - 876682 7 A,P. No. $41.18.51 Sw01 Colm�y Vtn. area Zeu�aorar;►�:o�s�>mm't Exhibit * tfng I P¢ �gf -f' ��� -mtf at-ce Parcel gag for re 00� 0n Naemiber 25,11)92 is B'oo 3 d. at 14, Sahm -Elam 8. Samoa dIdt' a ,,Cb= y, car ��d.a�foll . . Palwi aO t,Yy at tiit:iammdpa of Am cxx Mli* Qf Cmia� d �� Ita 'ait�ea�d.ee:�te�t:�cFYt�l:Sd Jam' .#t.4� °to�eZ�ii�P�tEigit��;1• fto Raab; ftXf1 6429 s e 7 t Cncc NOA 7r- 561 Welk 11 •j ae Na h`31'22W �Naist; X5.6 feet bD tU Tsrae Pwht.of Rfgffiyft Bat. Snucae s shn v4 sWd.P t & l of inc'of CamiW :A=YQ nr�r�ttet lime cif ilma�i $ : 1. 31' Rom c nRRA tom:. =-, styagi 55'o 5 aafd lhc; S�oxt i'S f� rhezc -rl i� ; r h� Vii'w'e�172.91. e. e e Akan MrCr, ' $ o :t lx t cl dmxxc .p rl +ee CHO 03--al-Is z A lio, StALE COY OF MM lo.; OF MM stoat lc SCAa g4fo" lk FM A,F,Na. 8 &I-18 -51 VAN com VDUU$tEs - .iq \--PA.RCEL "A" EASMM �L 'W"087 WO" .&C'S11"). CANNEL .um - fa M O,N S&Vt4W F. IISAS TS-WOUr A 4XV 2M. &I vralte W, 20 70$"; bu. aod Iturveying. -1 uw*aw mfwfa IA W PUT OF D "* . m or 01M. � OWWO AIMWO &;ON 1:0.14 Ili Definition of Hazardous Materials "Hazardous Materials" shall mean any and all (a) substances, products, by- products, waste, or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under any Environmental Laws, and (b) any materials, substances, products, by- products, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by- products, or waste may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and (c) any substance, product, by- product, waste of any other material which may be hazardous or harmful to the air, water, soil, environment or affect industrial hygiene, occupational, health, safety and/or general welfare conditions, including without limitation, petroleum and/or asbestos materials, products, by- products, or waste. "Environmental Laws" shall mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions, decrees, and/or rules now or hereinafter in effect, as may be amended from time to time, and all implementing regulations, directives, orders, guidelines, and federal or state court decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards of conduct or performance relating to. industrial hygiene, occupational, health, and/or safety conditions, environmental conditions, or exposure to, contamination by, or clean -up of any. and all hazardous Materials, including without limitation, all federal or state superlien or environmental clean -up. statutes. -8- E�-1111 RECORDING REQUESTED BY AND WHEN RECORDED MAIL. TO: Attn: , 7351 Rosanna Street Gilroy, CA 95020 JYHI.0 f� EASEMENT THIS LINE FOR RECORDER'S USE This Grant of Easement ( "Grant") is made as of this lb day of ALkC-U-ST , 20o1 by and between the City of Gilroy, California, a California municipal corporation, ( "Grantor'), and South County Ventures, LLC, a California Limited Liability Company organized and created pursuant to the laws of the State of California ( "Grantee'). RECITALS A. Grantor is the owner of that certain real property located in the County of Santa Clara, State of California, which property is further shown on the attached Exhibit "A" ("Grantor's Property"). B. Pursuant to that certain Agreement for Purchase of Real Property between Grantor and Grantee dated vM I b 2007 respecting the purchase and sale of certain property rights by Grantor from Grantee, Grantor has agreed to grant to Grantee an easement over its Grantor's Property as further set forth herein. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee agree as follows: Grant of Easement. Grantor hereby grants to Grantee the following: A forty (40) foot wide easement for vehicular ingress and egress over those portions of Grantor's Property described in Exhibit "B" attached hereto. 2. Indemnity. Grantee shall indemnify, defend and hold harmless Grantor from and against any claims, liabilities, damages, costs or expenses arising out of, connected with or resulting from the use by Grantee or its employees, agents, officers, invitees of the easement granted herein. 3. Binding Effect. This Grant shall inure to the benefit of Grantee's property and Grantee's successors and assigns in ownership of said property. The covenants and obligations of each party to this Easement set forth herein shall be covenants that run with the land and shall be binding upon Grantor and Grantee and all of their successors in ownership of their properties in accordance with Section 1468 of the California Civil Code. Upon the sale, transfer or conveyance of any portion of either Grantor's or Grantee's Property, the transferor owner of such portion of the Grantor's Property shall be released from any obligations it may have hereunder with respect to that portion of the Grantor's Property so sold, conveyed or transferred. 1VPAPP1727643 9 \�y 053107-04706091 IN WI NESS WHEREOF, the parties have executed this Grant as of the date fast written above. Dated: Dated: 1,t,� vo7 ha Freels City erk 7 1VPAPPV27643.2 053107-04706091 Grantor: The City Administrator Date: Grantee: South County Ventures, LLC, a California limited liability company By: Name: R + Title: Ill A �' 6- m B -2 APPROVED AS TO FORM: Linda A. Callon City Attorney 84"1, STATE OF CALIFORNIA ) )ss. COUNTY OF SANTA CLARA ) TITLE OF DOCUMENT: Grant of Easement On August 21, 2007, before me, Susan R. Johnson, Notary Public, personally appeared Jay Baksa personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his !signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. per GC Sec. 40814; CC Sec. 1181 SUSAN R. JOHNSON commission #E 1543104 Notary Pubic - Cavornla Santa Ctaro CCU* My Comm. Expires Jan 9.2 (Notary Seal) d%_A1 IFARNIA ALL- PURPOSE ACKNOWLEDGMENT State of California ss. County of S4N —,4 C,.A -(ZA On A1A6 WS' ilio zy0 7 before me, PAlT21Clf1 %(. $ENTScW' M,40 TAAy f4o"C_ Dale - -- - Name and Title of Officer te.g.. "Jane . Notary PuW') personally appeared Ly Namels) of Signer(s) PRWIA K. UNTWH 31@CommbNon • 1746362 Nokuy Pubft - C01"0rnio Sonja Clara County #*CXXflMAIF, Jun 9, 2011 personally known to me proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) 0 /ar subscribed to the with' instrument and acknowledged to me th t el's a /they executed the same in is/ eir authorized capacity(ies), an at by is er /their signature(s) on the instrument the p rson(s), or the entity upon behalf of which the person(s) acted, executed the instrument. W!T my hand and official s Signature of Notary Pu lic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Q46 E OA F NT Document Date: .A u6 uS T 1 L , 2 c07 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: Individual 1� Corporate Officer — Title(s): _ Partner — Limited General Attorney -in -Fact Trustee Guardian or Conservator Other: Al4tVA6, „AJG ML= ►K19eA Signer Is Representing: S n WTU OnLknTY VWT IC e5, ` ` c- RIGHT THUMBPRINT OF SIGNER Top of thumb here C 1999 National Notary Ass lalion - 9350 De Soto Ave.. PO Box 2402 • Chalswnrm CA 91313 -2402 • www. nanonalnotary Ong Prod. No 5907 Reorder: Call Toll -Free 1- 800 -876 -6827 a ExMIT A s €: 1'-100' ;;Sip CfTY OF GILROY GRAPHIC SCALE Q AK � EYLM 1_O� 10OOp10� SCALE IN FEET IN N P.O.C. 07 ��•• a� Al I RO 1MIDE PARCEL "B" 2568.,1 SOUME FEET (0.059AM) ti A.P.No. 841 -18 -51 SOUTH COUWnY VENTURES i e SO P.O.B.' S.C.V.W.D. CHANNEL 6, S LINE SCHEDULE No,�s (DS 31'22'50' E. 64.50' 4Q S 85'30'00" W. 98.30' `J ' 2QN 41'35'33' E. 82.96' SOS 59'40'40 E. 62.61' Y �� i i Q S 85'30'00' W. 88.93' ©S 77'56'18* E, 52.07' 7O N 55'02'48" E. 27.49' 0(P= 3 -SI -O� oss . Stephenson "' ,. 3 PLAT OF DESCRIPTION = Associates, Inc. CITY OF GILROY. CA FLAT Engineering and Surveying CAMINO ARROYO BRIDGE 2801 Coffee RocA Suite 8 -1 Modest*. Colifomio 95355 AT S.C.V.W.D. CHANNEL T'.ioo u� was (209) 578 -3895 / Fox. (209) 578 -3929 A.P. No. 841 -18-51 South County Ventures Legal Description Being a portion of Parcel One as shown on that certain Parcel Map filed for record on November 25, 1992 in Book 642 of Maps at Page 14, Santa Clara Records, Santa Clara County, California and more particularly described as follows. Parcel' ' Commencing at a Standard City Monument as shown on said Parcel Map, said point of commencement lying at the intersection of the centerline of Camino Arroyo with the northerly line of Gilman Road; thence along said centerline South 31'22'50' East, 106.98 feet; thence leaving said centerline North 55'02'46' East, 55.00 feet to a point on the easterly line of Camino Arroyo as described by the Agreement for Easement and Dedication as recorded as Document 15499518 on December 19, 2000 in Official Records, Santa Clara County, said point lying on the southerly line of Gilman Road, said point being the "True Point of Beginnings; thence along the easterly line of said street easement South 31'22'50' East, 301.04 feet to a point on the northerly line of the land of Santa Clara County Flood Control and Water District; thence along said northerly line North 85'30'00' East, 9830 feet; thence leaving said northerly line, North 59'40'40' West, 62.61 feet; thence North 77'56'18' West, 52.07 feet; thence North 29'45'42' West, 256.37 feet to a point on the southerly line of Gilman Road; thence South 5502'46' West, along said southerly line 27.49 feet to the 'True Point of Beginning'' Containing 9,546.48 square feet more or less. *1 I x r �✓�r5� a If * c.Atino�,y�,1.t�IF01fb ® iutr e. �a,}t�,.., ^ wr «•asr.. �.+���ii �'� eaao.y�41._ .err. EXHIBIT 8 - -- J2 *j i fC } . pin •s. �• • � a I x r �✓�r5� a If * c.Atino�,y�,1.t�IF01fb ® iutr e. �a,}t�,.., ^ wr «•asr.. �.+���ii �'� eaao.y�41._ .err. Order No. Escrow or Loan No. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Gilroy 7351 Rosanna St. Gilroy, CA 95020 Attention: Shawna Freels, City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE Mail Tax Statements to: CITY CONVEYANCE DOCUMENTARY TRANSFER TAX $0.00 Tax: $ X Computed on the consideration or value of property conveyed; South County Ventures, LLC OR Computed on the consideration or Attention: City: Gilroy value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax — Firm Name A.P.N.841 -18 -051 (Portion of) GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, South County Ventures, LLC hereby GRANT(S) to The City of Gilroy, a California municipal corporation all that certain real property in the City of Gilroy, County of Santa Clara, State of California, more particularly described as follows: See description attached hereto as Exhibit A. Dated: A UG iL6r 11. , L(-'r '7 Name: G� Title: 6,4- A C Mail tax statements to: Same as above address. <Y Ctv\ P3u)2 1WA07-0476 091 4k 053107-04706091 W CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California ss. County of 6 "T-A Ci-A RA On Q y4U'5T 1(0 Zce 7 before me, -PR--fkjC i A K- A.� ND rF-gy turf Date Name and Tate of ON:cer (e .g . -Jane Doe, otary Public') personally appeared _ P_ I– %T F-) N ►A IA 1 . UNTION Commw"n 1 1746362 No" Pubft - COMMAG $onto Clwo County MrConn�. bpl�Jun9, 2011 Name(s) of Signers) personally known to me improved to me on the basis of satisfactory evidence to be the person(s) whose name(4GD1e subscribed to the wi instrument and acknowledged to me th t he/ a /they executed the same in is er their authorized capacity(ies), and that by his/ r /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNES my hand and o ' Signature of olary ublrc OPTIONAL Though the information below is no! required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: U RQ jj -r D C E D Document Date: AuE t.c._sT i iC, z-&-,,-7 Number of Pages: Signer(s) Other Than Named Above: #_j C AJE Capacity(ies) Claimed by Signer Signer's Name: �t2 E G Ifs/ JJ LC- y SIMON IN C Individual Top of thumb here ,Corporate Officer — Title(s): f'ti1&IIJ A 6-1 NG ME M B LF Partner — Limited i__ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing:_6() U ON i'mi-nTLI yl o-; u 2 fS . I LC- 4', 1999 National Notary Association - 9350 De Solo Ave.. P.0 Box 2 -02 - Chalswcnh. CA 91313.2402 - —w auonalnotary .org Prod No 5907 Reorder. Call Toll -Free 1- 800 - 876-6827 A.P. No. 841 -18 -51 EXHIBIT A South County ventures Legal Description Being a portion of Parcel One as shown on that certain Parcel Map filed for record on November 25,1992 in Book 642 of Maps at Page 14, Santa Clara Records, Santa Clara County, California and more particularly described as follows. Parcel W Commencing at a Standard City Monument as shown on said Parcel Map, said point of commencement lying at the intersection of the centerline of Camino Arroyo with the northerly line of Gilman Road; thence along said centerline South 31'22'50' East, 106.98 feet; thence leaving said centerline North 55'02'46' East, 55.00 feet to a point on the easterly line of Camino Arroyo as described by the Agreement for Easement and Dedication as recorded as Document 15499518 on December 19, 2000 in Official Records, Santa Clara County, said point lying on the southerly line of Gilman Road, said point being the 'True Point of Beginning'; thence along the easterly line of said street easement South 31'22'50' East, 301.04 feet to a point on the northerly line of the land of Santa Clara County Flood Control and Water District; thence along said northerly line North 85'30'00' East, 9830 feet; thence leaving said northerly line, North 59'40'40' West, 62.61 feet; thence North 77'56'18' West, 52.07 feet; thence North 29'45'42' West, 256.37 feet to a point on the southerly line of Gilman Road; thence South 55'02'46' West, along said southerly line 27.49 feet to the 'True Point of Beginning.' Containing 9,546.48 square feet more or less. Parcel B' Commencing at a Standard City Monument as shown on said Parcel Map, said point of commencement lying at the intersection of the centerline of Camino Arroyo with the northerly line of Gilman Road; thence South 31'22'50' East along said centerline, 376.63 feet to a point on the northerly line of the lands of Santa Clara County Flood Control and Water District; thence South 85030'00' West, 61.66 feet to a point on the west line of Camino Arroyo as described by the Agreement for Easement and Dedication a recorded as Document 15499518 on December 19, 2000 in Official Records, Santa Clara County, said point being the 'True Point of Beginning'; thence continuing along said northerly line South 85'30'00' West, 88.93 feet; thence leaving said northerly line North 41'35'33' East, 82.96 feet to a point on the westerly line of Camino Arroyo as described by said Agreement; thence along said westerly line South 31'22'50' East, 6450 feet tU the 'True Point of Beginning.' Containing 2,558.11 square feet more or less. u.raM w rn-&— AP. No. 841 -18.51 South County Veritures Legal Description Being a portion of Parcel One as shown on that certain Parcel Map filed for record on November 25,1992 in Book 642 of Maps at Page 14, Santa Clara Records, Santa Clara County, California and more particularly described as follows. � '' Parcel 'C Beginning at the most westerly point of said Parcel One, said point of beginning being the point of intersection of the southerly line of Gilman Road as described by deed recorded as Document No. 11646987 Official Records Santa Clara County and the northerly line of the lands of Santa Clara County Flood Control and Water District as described as Parcel 'A' in deed recorded in Uber 618 at Page 186 Official Records Santa Clara County; thence from said point of beginning North 70'38'12' East, along said southerly line of Gilman Road, 89.07 feet; thence continuing along said southerly line on a non - tangent curve to the heft from a radial of South 11'37'33' East with a radius of 1428.00 feet, through a delta of 5'3T45' for an arc length of 140.24 feet; thence leaving said southerly line, South 03'51'48' Fast, 49.38 feet moue or less to the northerly line of said lands of Santa Clara County Flood Control and Water District; thence along said northerly line South 85'30'00' West, 160.93 feet; thence continuing along said northerly line on a curve to the right from a radial bearing South 04'30'00' East, with a radius of 850.00 feet through a delta of 04'14'00' for an arc length of 62.80 feet to the True Point of Beginning, Containing 610832 square feet more or less. EXPIRES 3 -31-07 w�oe�. yoos�m�a+aoav�n�,a,rc�v,�tao�� caaoo i I f C r f t i I _D I t a s i \ �O ti MIONUMENT IN WELL P.O.C. 1�; CITY OF GILROY Do t;.;., �0 110' WIDE ROAD DOC. N0. 15499518 Q PARCEL "H" 255x.11 SQUARE FEET (0.059AM) KUM. / / i t' =100' GRAPHIC SCALE V,L � .ti0 100 JD �� 1 o�' SCALE IN FEET A.P.Nc. 841 -18 -51 SD= COURW VE1 TOMS PARCEL "A" 9.1.4&48 SQUAW FEET (0210 Awe) S.C.V.W.D. CHANNEL 1�1�� LINE SGHEDUI_E / "Notes — (DS 31.22'50" E. 64.50' 4Q S 85'30'00" W. 98.30' ell, `✓ 2Q N 41.3533" E. 82.96' QS 59'40'40" E. 62.61' �v OS 85'30'00" W. 88.93' ©S 77'56'18' E. 52.07' 7Q N 55- 02'46' E. 27.49' BXPIRES 3-31 -00 Ross G. to p enson PLAT OF DESCRIPTION Associates, Inc. CITY OF GILROY. CA ftAt Engineering and Surveying CAMINO ARROYO BRIDGE sm 2801 Coffee Rood. Suite 8 -1 Modesto, Cdifomio 95355 AT S.C.V.W.D. CHANNEL r -1w (209) 578 -3895 / Fox. (209) 578 -3929 rm mom, z A PORTION OF PARCEL 1 642 MAPS i4 S.C.C. RECORDS LAND OF SOUTH COUNTY VENTURES SCALE: 1-=40* GRAPHIC SCALE 0 40 SCALE IN FEET S.C•U•C• & W.D. CHANNEL 1.1NE SCHEDULE N is (DS 03'51'48" E. 49.38' �� OR.. Rp 850.00' A- 04.14'00" L- 52.80' 1 v i ON 7038'12' E. 89.07' EXPIRES 3- 31-0' Ross G. Stephenson PLAT OF DESCRIPTION vmc,— Associates, Inc. CIT OF GILROY. CA Engineering and Surveying CAMINO ARROYO BRIDGE 2901 Cot(se RooO. Suitt B•-1 Modesto. CoQfornlo 95355 AT S.C.V.f. do W.O. CHANNEL (209) 578 -3895 / Fox. (209) 578 -3929 I i i ME RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Gilroy 7351 Rosanna St. Gilroy, CA 95020 Attention: - RECORD WITHOUT FEE UNDER SECTION 27383 GOVERNMENT CODE OF STATE OF CALIFORNIA Mail Tax Statements to: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Portion of APN: 841 - 18-051 Conveyance Tax: Exempt SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SOUTH COUNTY VENTURES, LLC, a California limited liability company, hereby GRANT(S) in fee to the CITY OF GILROY, CALIFORNIA, a California municipal corporation, all that certain real property in the City of Gilroy, County of Santa Clara, State of California, more particularly described as follows: See descriptions attached hereto as Exhibits A -1 and A -2. Dated: 13 0 �y1 SOUTH COUNTY VENTURES, LLC, a California limited liability company By: Nar Its: EXHIBIT A -1 REAL PROPERTY in the City of Gilroy, County of Santa Clara, State of California, described as follows: A strip of land 110 feet in width, being a portion of Parcel 1 as shown upon that certain Parcel Map filed for record November 25, 1992 in Book 642 of Maps at page 14, Santa Clara County Records, extending from the northwesterly line of said Parcel 1 to the northerly fine of Parcel A as described in the Deed recorded February 14, 1991 in Book Le18 Official Records Page 0184 Santa Clara County, the centerline of said 110 foot wide strip is more particularly described as follows: BEGINNING at a City Monument, at the intersection of centerline of the Camino Arroyo Road with the northwesterly right of way fine of Gilman Road -as shown on said map; Thence South 31'28'55" East, 108.98 feet to the southeasterly right of way line of Gilman Road, also being the northwesterly of line of said Parcel 1, being the True Point of Beginning; Thence South 31'26'55" East, 269.65 feet to the northerly line of said Parcel A. Containing 0.68 acres, more or less. BYO r � 4 r � r / PARCEL 1 642 -M -14 / i i / G G. �o �P v,QItf EXHIBIT A -2 0 75 150 GRAPHIC SCALB 1 INCH - 150 FT. CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California ss. County of SA-►J-rA C L/+Q%1 On A r I lo zoo % before me, TRTRIC'I A K 8eht-5on I ,OTC P 61 Date t— Name and Tale el Officer (e.g . -Jane Doe. Notary Public') i personally appeared L� K t� i N L E-V - - - -- I Name(s) of Signer(s) FNIINCIA 1. CotMeMNon *.l 7" 2 CoWomRa # tam C Am 9,2p11 personally known to me droved to me on the basis of satisfactory evidence to be the person(s) whose name(s is re subscribed to the wi!Dia, instrument and acknowledged to me t he/ he /they executed the same in s/ er /their authorized capacity(ies), and that by is er /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. SS my hand and offic Signature of Notary Pubic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: — r_:L P–A uT Ie--b Document Date: 4 1_;5n'o Number of Pages: Signer(s) Other Than Named Above: IQ O fJ F Capacity(ies) Claimed by Signer Signer's Name: RZ e G Individual 'k Corporate Officer— Partner — Limited Attorney -in -Fact Trustee Guardian or Conse L` Other: Signer Is Representing 1 Sv kfk Cou.n1-y Ve_r)+v -re5 LLC Top of thumb here Title(s): MAaAGRNG tM BE2 General rvator _, u.hOrr I��nit ►'�5 L�.0 �� ( 1599 Nation., Notary Ass-0— - 9350 Ue Solo Ave., P.O. Box 2402 - Chatsworth. CA 913132402 • wv.w.nabona,notary.org Prod. No 5907 Reorder Call Toll -Free I- 800 - 8766827 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) Certificate of Acceptance of Conveyance to the City of Gilroy by South County Ventures, LLC on April 30, 2007 This is to certify that the interest in real property conveyed by the grant deed dated April 30, 2007 from South County Ventures, LLC ", to the City of Gilroy, a municipal corporation of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City of Gilroy pursuant to authority conferred by Resolution No. 2004 -20 of the City of Gilroy adopted March 15, 2004, a certified copy of which resolution is on record in the office of the County Recorder of the County of Santa Clara, State of California, document #17703402, dated April 6, 2004 and the grantee consents to recordation thereof by its duly authorized officer. In witness whereof, I have hereunto set my hand on July 24, 2007. 1:` ,C'TYCLERKTORMS\ACC'EPTANCE.DOC STATE OF CALIFORNIA ) )SS. COUNTY OF SANTA CLARA ) TITLE OF DOCUMENT: Certificate of Acceptance — Certificate of Acceptance of conveyance to the City of Gilroy by South County Ventures, LLC on April 30, 2007 On July 25, 2007, before me, Susan R. Johnson, Notary Public, personally appeared Jay Baksa 'personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature of No ublic per GC Sec. 40814; CC Sec. 1181 0M1VSUSAN R. JOHNSON Commission #t 1543104 Notary PubNc - Callomia Santa Clora County Comm. Expires Jan 9,20D4 (Notary Seal) County of Santa Clara Regina Alcomendras, County Clerk- Recorder County Government Center, East Wing, 1st Floor 70 West Hedding Street San Jose, California 95110 (408) 299 -5667 July 30, 2007 City of Gilroy: Transmittal # 151149 We did not record the enclosed document(s) for the following reason: Notary acknowledgement not in compliance with the current California all purpose acknowledgement C.C. 1189, effective 1 -1 -2006. Incorrect notary. Title of notary is missing. Please return this letter with your document. Regina Alcomendras, County Clerk- Recorder /7 By Leonora Smit Document Examiner Extension 7681 EXHIBIT E DEFINITION OF HAZARDOUS MATERIALS 1VPAPP \727643.2 053107-04706091 Definition of Hazardous Materials/ Environmental Laws "Hazardous Materials" shall mean any and all (a) substances, products, by- products, waste, or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under any Environmental Laws, and (b) any materials, substances, products, by- products, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by- products, or waste may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and (c) any substance, product, by- product, waste or any other material which may be hazardous or harmful to the air, water, soil, environment or affect industrial hygiene, occupational, health, safety and/or general welfare conditions, including without limitation, petroleum and/or asbestos materials, products, by- products, or waste. "Environmental Laws" shall mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions, decrees, and/or rules now or hereinafter in effect, as may be amended from time to time, and all implementing regulations, directives, orders, guidelines, and federal or state court decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards of conduct or performance relating to industrial hygiene, occupational, health, and/or safety conditions, environmental conditions, or exposure to, contamination by, or clean-up of, any and all Hazardous Materials, including without limitation, all federal or state superlien or environmental clean-up statutes. 1VPAPP1727643.2 053107-04706091