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14-024 Purchase of property with George and Yoshiko Blesch - 22050 Stevens Creek Blvd.
AGREEMENT FOR PURCHASE OF REAL PROPERTY BY AND BETWEEN THE CITY OF CUPERTINO AND GEORGE AND YOSHIKO BLESCH This agreement ( "Agreement "), by and between the CITY OF CUPERTINO, a municipal corporation of'the State of California, ( "CITY "), and GEORGE AND YOSHIKO BLESCH, ( "SELLER "), is entered into on thE� date of execution by CITY ( "Effective Date "). RECITALS A. WHEREAS, SELLER is the owner of that certain real property located at 22050 Stevens Creek Boulevard, Cupertino, California, which property can be further identified as Assessor's Parcel Number 357 -10 -002 and which is further described in Exhibit "A" attached hereto ( "Property "); and B. WHEREAS, CITY has agreed to purchase the Property from SELLER pursuant to the terms and conditions set forth in this Agreement; and NOW, THEREFORE, CITY and SELLER wish to enter into this AGREEMENT for CITY's purchase of SELLER's Property. 1. PURCHASE AND SALE. A. SELLER agrees to sell to CITY, and CITY agrees to purchase from SELLER the Property for the sum of One Million Five Hundred Seventy Five Thousand and NO /100 DOLLARS ($1,575,000.00) ( "Purchase Price "). B. The purchase and sale of the Property shall be in accordance with and subject to all of the following terms of this Agreement. 2. CONVEYANCE OF PROPERTY BY :TELLER. SELLER agrees to convey the Propen'Ly to CITY, by executing a Grant Deed, identical to that described in Exhibit "B attached hereto, and delivering the same to the office of First American Title Company ( "Title Company'), 737 North First Street, San Jose, California no later than fifteen (15) days before the "Closing Date ", as such term is defined in Section 7 herein. 3. TITLE TO BE CONVEYED. SELLER warrants that, except for the "Permitted Exception" (as such term is defined in Section 13 herein), the Property shall be conveyed from SELLER to CITY, free and clear of any and all conditions, restrictions, reservations, liens, encumbrances, -1- 1/30/2014 assessments, easements, leases (recorded or unrecorded), deeds of trust, mortgages, and any clouds or defects in title. 4. TITLE INSURANCE. SELLER agrees to cause to be issued to CITY, at no cost to the SELLER (except as is set forth to the contrary in Section 5, below, to the contrary), concurrently with the conveyance of the Property to CITY, an A.L.T „A. owner's extended coverage form policy of title insurance issued by the Title Company„ with CITY named as the insured, in the amount of One Million Five Hundred Seventy Five Thousand and NO /100 DOLLARS ($1,575,000.00), insuring CITY's title to the Property is free and clear of any and all conditions, restrictions, liens, encumbrances, assessments, easements, leases (recorded or unrecorded), taxes and any clouds or defects in title whatsoever, except for the Permitted Exception, and including such endorsements as CITY may reasonably request. Acceptance by CITY of any such policy of insurance, whether such insurance complies with the requirements of this Section 4 or not; shall not constitute a waiver by CITY of any rights of action for damages or any other rights which may accrue to CITY by reason of the failure of SELLER to convey title as required in this Agreement. 5. COSTS AND FEES. SELLER shall bear the cost of any transfer taxes, recording fees, title insurance, escrow fees and any other closing costs incidental to the conveying of the Property to the CITY; including those specifically provided in Section 6 below, the SELLER shall be responsible for and shall bear the cost of eliminating any title matters affecting the Property which have not been accepted by CITY. 6. PROPERTY TAXES. Subject to contribution from CITY, as provided below, SELLER shall pay taxes and any penalties and costs on the Property for the current fiscal year (prorated through the date the escrow closes) and any and all previous fiscal years ( "Closing Taxes ") shall be paid through escrow at close of escrow. If SELLER has previously paid taxes for the current fiscal year, the CITY shall have no responsibility to reimburse SELLER for any taxes paid by SELLER that are allocable to that part of the fiscal year that begins on the date of apportionment determined pursuant to Code Section 5082. SELLER shall be solely responsible for seeking any refund for which SELLER may be eligible under Code Section 5096.7. If the amount of any taxes or assessments is unknown at close of escrow, such taxes or assessments shall be prorated between the parties as of the date of close of escrow as soon after close of escrow as is possible. 7. PAYMENT OF PURCHASE'PRICE; CLOSE OF ESCROW. A. PAYMENT FOR PROPERTY. CITY agrees to deposit the Purchase Price with the Title Company not later than fifteen (15) days before the Closing Date, together with a counterpart copy of the Grant Deed executed by CITY. -2- 1 /30/2014 B. CLOSE OF ESCROW. Close of escrow and CITY's obligations to purchase the Property and to pay the Purchase Price ara conditioned upon: (1) Execution of a Grant Deed by SELLER and delivery of same into escrow; and (2) Title Company's irrevocable commitment to issue the policy of title insurance complying with the requirements of Section 4, above; and (3) The continued truth and accuracy of SELLER's warranties under this Agreement; and (4) There has arisen or occurred prior to the close of escrow no fact or circumstance which would constitute a material adverse change in the condition of the Property. C. CLOSING DATE. Close of escrow shall occur on a date ( "Closing Date ") to occur on or before forty (40) calendar days following the Effective Date of this Agreement ( "Outside Closing Date "), which Closing Date shall be selected by CITY and communicated to SELLER and Title Company in writing at least thirty (30) calendar days in advance thereof. In the event close of escrow does not occur on or before the Outside Closing Date, either party to this Agreement not then in default of its obligations hereunder may thereafter terminate this Agreement by written notice to the other party. 8. POSSESSION. Upon close of escrow, CITY agrees to lease the Property to SELLER for a period of no longer than six (6) months at the rate of-two thousand ($2,000.00) per month and under the terms and conditions of the agreement provided in Exhibit "D ". Upon completion of the lease, SELLER agrees to deliver to CITY quiet and peaceful possession of the Property. 9. WAIVERS. The waiver by either party of any breach of any term, condition or covenant of this Agreement by either party shall not be deemE!d or held to be a waiver of any subsequent or other breach of any term, condition or covenant of this Agreement. 10. HEIRS AND ASSIGNS. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 1/30/2014 11. LEASES AND OTHER CONTRACTS; LITIGATION. SELLER warrants that there are no oral or written leases or contracts on or affecting all or any portion of the Property. SELLER warrants that there is no litigation or other proceeding pending or threatened involving the Property. 12. TAXPAYER IDENTIFICATION. (IRC 1445). SELLER agrees to furnish to CITY an affidavit stating under penalty of perjury SELLER's United States Taxpayer identification number, and that SELLER is not a foreign person as that term is defined for the purposes of Internal Revenue Code Section 1445, as well as a duly executed California Form 590. 13. EXCEPTIONS. CITY'agrees to accept title to and title insurance on the Property subject to the following exception ( "Permitted Exception "), if said exception affects the Property: i) Exception No.6 as set forth in Title Company's Preliminary Report No. NCS- 648521 -SC dated as of December 30, 2013. 14. ENVIRONMENTAL COMPLIANCE; \ /IOLATION OF LAWS. SELLER warrants and represents that: i) neither SELLER nor any third party has used, generated, manufactured, produced, stored or disposed of on, under or about the Property any "Hazardous Materials ", as defined in Exhibit "C ", and ii) the Property is not in violation of any applicable law. 15. INDEMNIFICATION BY SELLER. SELLER hereby agrees to indemnify, defend and hold harmless CITY and its officers, employees, contractors and agents from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages and losses, as a direct or indirect result of: (a) Any misrepresentation or breach of warranty or breach of covenant made by SELLER in this Agreement or any document, certificate or exhibit given or delivered to CITY or escrow holder pursuant to or in connection with this Agreement; and (b) Third party tort claims and similar claims of the type that would typically be insured under a commercial general liability insurance policy which are based on events occurring on the Property prior to the close of escrow. 1/30/2014 16. NOTICES. Any notice which is required to be given hereunder, or which either party may desire to give to the other, shall be in writing and may be personally delivered or given by mailing the same by registered or certified mail, postage prepaid, addressed as follows: To the SELLER: George and Yoshiko Blesch 22050 Stevens Creek Boulevard Cupertino, CA or to such other place as SELLER may designate by written notice. To the CITY: City of Cupertino 1.0300 Torre Ave Cupertino, CA 95014 Attn: Public Works With a Copy to: City of Cupertino Office of the City Attorney 10300 Torre Ave Cupertino, CA 950'14 Attn: City Attorney or to such other place as CITY may designate by written notice. 17. MISCELLANEOUS. A. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and the masculine gender shall include the feminine and neuter genders. B. If there be more than one entity or person designated in or signatory to this Agreement on behalf of SELLER, the obligations hereunder imposed upon SELLER shall be joint and several. C. This instrument contains all of the agreements and conditions entered into and made by and between the parties and may not be modified orally, or in any manner, other than by an agreement in writing signed by all the parties hereto or their respective successors -in- interest. Unless otherwise specified in this Agreement to the contrary, the City Manager shall have authority to give any approvals or disapprovals hereunder on behalf of CITY, including without limitation any amendments of this Agreement that do not require additional City appropriation. D. Time is and shall be of the essence of each term and provision of this Agreement. 1/30/2014 E. Each and every term, condition, covenant and provision of this Agreement is and shall be deemed to be a material part of the consideration for that party's entry into this Agreement, and any breach hereof by the other party shall be deemed to be a material breach. Each term and provision of this Agreement performable by one party shall be construed to be both a covenant and a condition. F. This Agreement shall be deemed to have been made in, and be construed in accordance with the laws of, the State of California. G. The headings of the several paragraphs and sections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. H. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially prejudice either CITY or :TELLER in its respective rights and obligations contained in the valid covenants, conditions and provisions of this Agreement. I. All exhibits and addenda referred to herein, and any exhibits or schedules which may from time to time be referred to in any duly executed amendment hereto, are by such reference incorporated herein and shall be deemed a part of this Agreement as if set forth fully herein. J. 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. K. All warranties and indemnities of SELLER (including, without limitation, those set forth in Sections 3, 11, 14, 15 and 'I 7.M.) shall survive the close of escrow and recordation of the Grant Deed. L. Days, unless otherwise specifiE!d, shall mean calendar days. M. SELLER and CITY hereby warrant to each other that there are no brokers, finders or other persons entitled to a commission, finder's fee or other payment in connection with this Agreement. N. Each of the parties agrees that it will without further consideration execute and deliver such other documents and take such other action, whether prior or subsequent to the close of escrow, as may be reasonably requested by the other party 1/30/2014 to consummate more effectively the purposes or subject matter of this Agreement; such actions shall include executing escrow instructions with Title Company which are consistent with the terms of this Agreement, and SELLER's execution and deliver of such statements of identity and owner's declarations as Title Company may reasonably request. O. Between SELLER's execution of this Agreement and close of escrow, SELLER shall: i) maintain the Property in a safe condition, ii) not enter into any leases (or other contracts granting occupancy or other use rights) affecting the Property, and iii) not enter into any other contracts affecting the Property unless such contracts can be completed or terminated prior to close of escrow. P. SELLER accepts the PurchasE! Price as full compensation for the Property, including without limitation any relocation payments or other benefits to which SELLER may be entitled, the nature and extent of which relocation payments and other benefits, if applicable, having been explained to SELLER. WITNESS THE EXECUTION HEREOF as of the dates hereinbelow written. "CITY" CITY OF CUPERTINO, a municipal Approved as to form: corporation of the State of California City Attorney [signatures continue on next page] By` GEORGLE,BLESCH e 1/30/2014 Dated: . XS— I y 12014 "SELLER" - - �!� O_ - 7 - CALIFORNIA C,JL° P /RPOS E CERTIFICATE OF A .' N® W ElL E T State of California County of S� `',. -(� GC a 6,'t On b , 12� y before me, /i2--wr e-e (Here insertname an (f tillc of the officer) personally appeared C,6--o e- Ei B `eS c �, �os "ll' N 'R, le5CL v who proved to me on the basis of satisfactory evidence to bey. perso�5(swhose na1 e(( r Oar to the within instrument and acluiowled ed to me that he /sh A1�ey xecuted the same in his /her /their authorized capacit ies , and that by his/her their .5signatur�on the instrument the persoi {s , or the entity upon behalf of which the persopNIacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public KIRSTEN RENEE SOUARCIA • W Commission # 1906898 -a Notary Public - California zZ Z ' Santa Clara County My Comm. Expires Oct 4, 2014 (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT ( tic or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional, information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) • Corporate Officer (Title) • Partner(s) • Attorney -in -Fact ❑ TIustee(s) ❑ Other 2008. Version CAPA v12.10.07 800- 473 -9565 w�vNv.NotaryClasscs.com INSTRUCTIONS FOR COMPLETING THIS FORIA An,v acknowledgment completed in California must contain verbiage exactly as appears above in the nolmy section or a separate ackutondedgment.form must be properly completed and attached to that document The only exception is if a document is to be recorded outside o/. California. In such instances, any alternative oclooivleaLvpent verbiage as mar be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a rotary in (:alifonuia (i.e. certfffing the authorized capacity, of the signet). Please check the docmnent ca efallr for proper notarial wording and attach this form if required a State and County information must be the State and County where the document signcr(s) personally appeared before the notary public for acknowledgment. a Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. a The notary public must print his or her name as it appears within his, or her commission followed by a comma and then your title (notary public). a Print the name(s) of document signer(s) who personally appear at the time of notarization. a, Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he /she /they,— is /afe ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection ofdocumcnt recording. 4- The notary seal impression must be clear and photographically reproducible. Impression must_not cover text or lines. if seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO. CFO, Secretary). Securely attach this document to the signed document WASS,. -,�> �.,. ,�. �S�u"f �S.. -aer�. SN 5� .,�S,saS� S%' S�- aSr�aS�S ,�S,�S.�- �.rS,..aS,�.•�s�_>,aSA State of California County of E�6 1 l LZ & On C before me, Dat personally appeared GRACE SCHMIDT Commission # 1023164 Y a =� Notary Public - California z Z Santa Clara County MY comm. 29ires Feb 21,2015 Place Notary Seal Above &OMA QV,,�A"ffm v 11 1 Here Insert Name and T' le of the Officer z _0 d! of who proved to me on the basis of satisfactory evidence to be the person(o whose name(g) is /ark subscribed to the within instrument and acknowledged to me that he /spfe/rY(iey executed the same in his /h6r /tlir authorized capacity(i96), and that by his /h )dr /tl;I#ir signature(g on the instrument the person( or the entity upon behalf of which the person(, acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and officiall seal. Signature Signature of Notary Public OPTIONAL Though the information below is not required by law, it may p; ove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Qocument Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer —Title (s): _ ❑ Partner — ❑ Limited ❑ General Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMBPRINT OF'SIGNER oo of thumb here Number of :Signer's Name: ❑ Individual 0 Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHTTHUMBPRINT OF SIGNER 02007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA. 91313 -2402 • www.NationalNotaryorg Item #5907 Reorder: Call Toll -Free 1- 800 - 876 -6827 EXHIBIT "A" MAP AND /OR LEGAL DESCRIPTION OF PROPERTY Real property in the City of Cupertino, County of Santa Clara, State of California, described as follows: BEGINNING AT A HARROW TOOTH IN THE CE=NTER OF STEVENS CREEK ROAD, DISTANT THEREON, SOUTH 89 DEGREES 49 MINUTES WEST, 564.43 FEET FROM A BRASS PLUG AT THE INTERSCTION THEREOF WITH THE CENTER LINE OF BYRNE AVENUE, FROM WHICH AN IRON PIPE ON THE SOUTHERLY TINE OF STEVENS CREEK ROAD, BEARS SOUTH 0 DEGREES 11 MINUTES EAST, 20.00 FEET DISTANT AND RUNNING, THENCE ALONG THE CENTER LINE OF STEVENS CREEK ROAD, SOUTH 89 DEGREES 49 MINUTES WEST, 172.40 FEET TO A HARROW TOOTH AND SOUTH 88 DEGREES 56 MINUTES WEST, 142.52 FEET TO A ROAD NAIL IN A CONCRETE BRIDGE OVER THE CENTER OF STEVENS CREEK AT THE INTERSECTION OF THE CENTER LINE OF STEVENS CREEK ROAD WITH THE NORTHERLY PROLONGATION OF THE CENTER LINE OF STEVENS CREEK, AS SHOWN ON MAP RECORDED IN BOOK "0" OF MAPS,PAGE 88, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA, FROM WHICH NAIL A 24 INCH SYCAMORE MARKED BTS BEARS NORTH 54 DEGREES 09 MINUTES EAST, 35.7 FEET AND FROM WHICH ROAD NAIL A PIPE ON THE SOUTHERLY LINE OF STEVENS CREEK ROAD BEARS SOUTH 47 DEGREES 57 MINUTES 40 SECONDS EAST, 29.27 FEET; THENCE UP THE CENTER OF STEVENS CREEK ALONG THE WESTERLY LINE OF LANDS OF F.W. STOCKLMEIER, SOUTH 47 DEGREES 57 MINUTES 40 SECONDS EAST, 140.80 FEET, SOUTH 59 DEGREES, 16 MINUTES 30 SECONDS EAST, 130.16 FEET AND SOUTH 44 DEGREES 27 MINUTES 20 SECONDS EAST, 24.93 FEET TO A POINT FROM WHICH AN IRON PIPE ON THE EAST BANK OF STEVENS CREEK BEARS NORTH 29 DEGREES 32 MINUTES 30 SECONDS EAST, 31.19 FEET; THENCE LEAVING THE CENTER OF STEVENS CREEK AND RUNNING NORTH 64 DEGREES 50 MINUTES 30 SECONDS EAST, 77.87 FEET TO AN IRON PIPE; THENCE NORTH i DEGREES 28 MINUTES 30 SECONDS EAST, 119.78 FEET TO AN IRON PIPE; THENCE NORTH 0 DEGREES 11 MINUTES WEST, 30.00 FEET TO THE POINT OF BEGINNING AND BEING PART OF SECTION 15, TOWNSHIP 7 SOUTHRANGE 2 WEST, MOUNT DIABLO BASE AND MERIDIAN. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING A THE NORTHEASTERLY CORNI =R OF SAID LANDS, THENCE ALONG THE. NORTHERLY LINE OF SAID LANDS, ALSO BEING THE CENTER LINE OF STEVENS CREEK ROAD, NORTH 88 DEGREES 56 MINUTES 00 SECONDS EAST„ 90.74 FEET; THENCE AT RIGHT ANGLES, SOUTH 01 DEGREES 04 MINUTES 00 SECONDS EAST, 84.93 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID LANDS; THENCE ALONG SAID LINE, NORTH 47 DEGREES 57 MINUTES 40 SECONDS WEST, 124.29 FEET TO THE POINT OF BEGINNING. APN: 357 -1`0 -002 1/30/2014 TITLE COMPANY: First American Title Company 1737 North 1st Street, 500 San Jose, CA 9512 DOCUMENT #: FILE #: When Recorded mail to: City of Cupertino, 10300 Torre Avenue Cupertino, CA 95014 APN: 357 -10 -002 EXHIBIT "B" SPACE ABOVE THIS LINE FOR RECORDER GRANT DEED The Undersigned Grantor Declares: DOCUMENTARY TRANSFER TAX $0; CITY TRANSFER TAX $0; Recorded for the benefit of the City of Cupertino and is exempt from transfer tax per Revenue and Taxation Code Section 11922 and exempt from recording fee per Government Code Section 6103. [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and /or encumbrances remaining at time of sale, [ ] unincorporated area; [x] City of Cupertino, and [X ] Signature of Declarant By: Print Name: GEORGE BLESCH and YOSHIKO BLESCH, Husband and Wife as tenants in common, "GRANTOR ", does hereby GRANT to the CITY OF CUPERTINO, a municipal corporation of the State of California, "GRANTEE ", all certain real property situate in the City of Cupertino, County of Santa Clara, State of California, described in Exhibit "1" attached hereto and made a part hereof. By: GEOR �BLESCH 1/30/2014 "GRANTOR" EWA/OSHIKO BLESCH - 1 - ACKNOWLEDGEMENT State of California County of <a-4�-- G1 a 0. On ,�S . 3 Zc, ( Y before me, /-/-tis-4X=-, P---7.e .e -2C aZZ r PC,4 "".r pv&(r (insert name and title of officer) Personally appeared CJ`s" - e- 14 • Q 1 S e( r yo S'4 k o (ales who proved to me on the basis o satisfactory evidence to be the persor (U's� whose name isf, are,3 subscribed to the within instrument and acknowledged to mew that he /she /they executed the same in his /her /`eiv authorized capacity�ie4 and that by his /her/ith�signatundis} on the instrument the persons) or the entity upon behalf of which the pers ` S) a -cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of. California that the foregoing Paragraph is true and correct. WITNESS my hand and official seal KIRSTEN RENEE SOUARCIA Commission # 1906898 Notary Public - California z Z Santa Clara County My Comm. Expires Oct 4, 2014 Signature (Seal) 1/30/2014 - - WMI Exhibit 1 to Grant Deed Real property in the City of Cupertino, County of Santa Clara, State of California, described as follows: BEGINNING AT A HARROW TOOTH IN THE CENTER OF STEVENS CREEK ROAD, DISTANT THEREON, SOUTH 89 DEGREES 49 MINUTES WEST, 564.43 FEET FROM A BRASS PLUG AT THE INTERSCTION THEREOF WITH THE CENTER LINE OF BYRNE AVENUE, FROM WHICH AN IRON PIPE ON THE SOUTHERLY TINE OF STEVENS CREEK ROAD, BEARS SOUTH 0 DEGREES 11 MINUTES EAST, 20.00 FEET DISTANT AND RUNNING, THENCE ALONG THE CENTER LINE OF STEVENS CREEK ROAD, SOUTH 89 DEGREES 49 MINUTES WEST, 172.40 FEET TO A HARROW TOOTH AND SOUTH 88 DEGREES 56 MINUTES WEST, 142.52 FEET TO A ROAD NAIL IN A CONCRETE BRIDGE OVER THE CENTER OF STEVENS CREEK AT THE INTERSECTION OF THE CENTER LINE OF STEVENS CREEK ROAD WITH THE NORTHERLY PROLONGATION OF THE CENTER LINE OF STEVENS CREEK, AS SHOWN ON MAP RECORDED IN BOOK "0" OF MAPS,PAGE 88, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA, FROM WHICH NAIL A 24 INCH SYCAMORE MARKED BTS BEARS NORTH 54 DEGREES 09 MINUTES EAST, 35.7 FEET AND FROM WHICH ROAD NAIL A PIPE ON THE SOUTHERLY LINE OF STEVENS CREEK ROAD BEARS SOUTH 47 DEGREES 57 MINUTES 40 SECONDS EAST, 29.27 FEET; THENCE UP THE CENTER OF STEVENS CREEK ALONG THE WESTERLY LINE OF LANDS OF F.W. STOCKLMEIER, SOUTH 47 DEGREES 57 MINUTES 40 SECONDS EAST, 140.80 FEET, SOUTH 59 DEGREES, 16 MINUTES 30 SECONDS EAST, 130.16 FEET AND SOUTH 44 DEGREES 27 MINUTES 20 SECONDS EAST, 24.93 FEET TO A POINT FROM WHICH AN IRON PIPE ON THE EAST BANK OF STEVENS CREEK BEARS NORTH 29 DEGREES 32 MINUTES 30 SECONDS EAST, 31.19 FEET; THENCE LEAVING THE CENTER OF STEVENS CREEK AND RUNNING NORTH 64 DEGREES 50 MINUTES 30 SECONDS EAST, 77.87 FEET TO AN IRON PIPE; THENCE NORTH 7 DEGREES 28 MINUTES 30 SECONDS EAST, 119.78 FEET TO AN IRON PIPE; THENCE NORTH 0 DEGREES 11 MINUTES WEST, 30.00 FEET TO THE POINT OF BEGINNING AND BEING PART OF SECTION 15, TOWNSHIP 7 SOUTHRANGE 2 WEST, MOUNT DIABLO BASE AND MERIDIAN. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING A THE NORTHEASTERLY CORNER OF SAID LANDS, THENCE ALONG THE NORTHERLY LINE OF SAID LANDS, ALSO BEING THE CENTER LINE OF STEVENS CREEK ROAD, NORTH 88 DEGREES 56 MINUTES 00 SECONDS EAST, 90.74 FEET; THENCE AT RIGHT ANGLES, SOUTH 01 DEGREES 04 MINUTES 00 SECONDS EAST, 84.93 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID LANDS; THENCE ALONG SAID LINE, NORTH 47 DEGREES 57 MINUTES 40 SECONDS WEST, 124.29 FEET TO THE POINT OF BEGINNING. APN: 357 -10 -002 - 1 - 1/30/2014 EXHIBIT 1 TO GRANT DEED Deed Acceptance APN: 357 -10 -002 DEED ACCEPTANCE This is to certify that the interest in real property conveyed by Grant Deed, dated , from GEORGE,BLESCH AND YOSHIKO BLESCH, husband and wife as tenants in common, to the City of Cupertino, a municipal corporation of the State of California, is hereby accepted by the undersigned officer of said City on behalf of the City Council of the City of Cupertino, pursuant to authority conferred by the City Council of the City of Cupertino on r�.l8 , 2014. The Grantee consents to recordation thereof by its duly authorized officer. CITY OF CUPERTINO, a Municipal corporation of the State of CaUfornia By. �/ n Print Name: I ✓ j Title: !'. ^,� __1 n -1 1/30/2014 DEED ACCEPTANCE CALIFORNIA ALL-PURPOSE •I 1 cy! c�., a�S. iS�. �. �a. �9aS .,:aSa�S,- aS,c,S,��a>� -�t�S� 5,:..- �aC.�aS✓_�t �. �..,:a. a.S..�Sti S,. ,��' w AcaS.�S!� ,.- aS;s�S.�S�. s..� SA�.S;�S�a.�.'Sa ' �C; =�S.�i State of California County of�%`.V` _- (� �f On f�. �, ;01 T before me, Date Here Insert Nam and Title of the Offic personally appeared —DOA))'A- F1"_" GRACE SCHMIDT Commission # 1923164 a Notary Public California a Santa Clara County M Comm. Expires Feb 21, 20151 who proved to me on the basis of satisfactory evidence to be the person( whose name() is /9e subscribed to the within instrument and acknowledged to me that he/i1'te /tl 6y executed.the same in his /I}r /tWir authorized capacity(i #s), and that by his /46r /tKeir signatureo) on the instrument the person(,,,4, or the entity upon behalf of which the person(g) acted, executed the instrument. I cenify under PENALTY OF PERJURY under the laws of tho State of California that the foregoing paragraph is true and correct. WITNESS my hand and offi ' I feal. Signature Place Notary Seal Above ature of Notary . b is 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 Docu Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Number of Pages: Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer — Title(s): ❑ Corporate Officer— Title(s): ❑ Partner — ❑ Limited ❑ General _ - ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact • El Attorney in Fact • ❑ Trustee Top of thumb here ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: C] Other: Signer Is Representing: Signer Is Representing: ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313 -2402 • www.NationalNotaryorg Item #5907 Reorder: Call Toll -Free 1- 800 - 876 -6827 EXHIBIT "C" 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 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. - 1 •- 1/30/2014 EXHIBIT C EXHIBIT D AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GEORGE AND YOSHIKO BLESCH FOR THE USE OF CITY PROPERTY THIS AGREEMENT is made and entered into this &.b•. S , 2014, by and between the CITY OF CUPERTINO, a municipal corporation of the State of California ( "CITY "), and GEORGE AND YOSHIKO BLESCH ( "TENANT "). RECITALS WHEREAS, CITY has purchased the real property, located at 22050 Stevens Creek Boulevard, Cupertino (Property) and as more specifically defined under the Agreement for Purchase of Real Property By and Between City of Cupertino and George and Yoshiko Blesch (Purchase Agreement) dated ". 2014; and WHEREAS, CITY desires to continue to have the Property occupied and TENANT desires to remain on the property after close of escrow; NOW, THEREFORE, the parties here!io do hereby agree as follows: 1. TERM OF AGREEMENT. This agreement shall be for a term commencing on the close of escrow of the Purchase Agreement ( "Effective Date ") and Expiring on October 1, 2014; unless sooner terminated pursuant to the provisions continued herein. The parties agree to perform their respective obligations under this agreement as of the effective date. Should the CITY accept rent (other than past -due amounts) beyond the term of this Agreement, a month -to -month tenancy will be created by which either party may terminate the Agreement pursuant to California Civil Code Section 1946.1. - 1 - EXHIBIT D 1/31/2014 2. RENT. The rights and privileges granted by CITY to TENANT under this AGREEMENT are in consideration of a monthly fee of two thousand dollars ($2,000.00) payable no later than the 5th day of the month the rent is due. If rent is not paid on the 5th day of the month, the CITY will be permitted to assE!ss a late fee and interest on the unpaid balance. There will be no rent increases through the Term of this Agreement.. However, if this Agreement is renewed on a month -to -month basis, the CITY may increase the rent by providing written notice to the Tenant that become effective the month following the 30th day after the notice is provided. 3. PERMISSION GRANTED. a. CITY hereby grants TENANT revocable permission for the continued occupation of the Property to be utilized as their primary residence. b. The parties agree that TI =NANT shall be solely responsible for maintaining the property in the same condition as of the effective date, less normal wear and tear. 4. TENANT'S USE OF PREMISES. a. TENANT shall obtain and maintain for the duration of this Lease 1/31/2014 and any extension periods a renter's insurance policy that provides a minimum of $500,000 in comprehensive liability coverage. TENANT shall provide proof of such policy to the CITY upon execution of this lease and updates as requested by CITY. -2•• I -- - EXHIBIT D b. TENANT agrees that it will not suffer or allow the Premises or any portion thereof to be used for any purposes other than those specified in this agreement. C. TENANT agrees that it shall make no alteration of or change in any manner the Property without prior written notice to the CITY, and costs thereof shall be borne solely by TENANT. d. TENANT agrees that it may not assign, sublease, or otherwise transfer any of its rights under this AGREEMENT. 5. WASTE AND NUISANCE PROHIBITED. TENANT shall not commit or allow to be committed, any waste upon the Property, whether voluntary or permissive, and it shall not create or permit any private or public nuisance to exist on the Premises. TENANT shall eliminate any and all dangerous conditions that exist upon or are created upon the Property whenever TENANT may discover such conditions. 6. UTILITIES. TENANT, without cost or expense to the CITY, shall provide all monthly water utility service and shall pay for garbage collection gas, electric and telephone utility services during the term hereof. 7. MAINTENANCE OF EXTERIOR GROUNDS. TENANT agrees to maintain in good, glean and sightly condition, at its own cost and expense, the exterior grounds surrounding the building during the term hereof. 8. INDEMNIFICATION AND HOLD HARMLESS. -3- EXHIBIT D 1/31/2014 TENANT shall protect, defend, indemnify and hold harmless CITY, its officers and employees, against any loss or liability arising out of or resulting in any way from use or occupation of the Property under this agreement due to the willful or negligent acts (active or passive) or omissions by TENANT. 9. TAXES AND OTHER PUBLIC CHARGES. TENANT recognizes and understands that this agreement may create a possessory interest, which may be subject to a possessory interest tax, and that any such tax shall be the liability of and be paid by TENANT. 10. DEFAULT AND TERMINATION a. This AGREEMENT may be terminated by either party hereto at any time during the term specified herein, upon giving to the other party not less than sixty (60) days written notice of said termination. TENANT's failure to pay rent when due shall be a default under this Agreement. CITY, at CITY'S option, may exercise all legal rights and remedies available in the event of a default, including, but not limited to, declaring the Entire balance of rent to be immediately due and payable and immediately terminate this Agreement. 11. NOTICES. All notices required or permitted to be given under this agreement shall be in writing and personally delivered or sent by certified mail, postage prepaid and return receipt requested addressed as follows: CITY: City of Cupertino 10300 Torre Ave Cupertino, CA 95014 -4•• 1/31/2014 EXHIBIT D TENANT: George and Yoshiko Blesch 22050 Stevens Creek Blvd. Cupertino, CA 95014 The parties may change their respective addresses for purposes of delivering notices by sending notice of such change pursuant to this paragraph. 12. RIGHT OF ENTRY a. TENANT shall make the Property available to the CITY or the CITY's representatives for the purposes of making necessary or agreed upon repairs, decorations, alterations or improvements, or supply necessary or agrMd upon services, or to show the Property to perspective or actual lenders, appraisers, or contractors. b. TENTANT agrees that 24 -hour written notice is reasonable and sufficient notice, unless in case of emergency, CITY or CITY's representatives may entE:r without notice. In addition, CITY or CITY's representatives shall provide 48 -hours notice to conduct an inspection prior to TENANT moving out. 13. TENANT'S OBLIGATIONS UPON VACATING THE PREMISES: 1/31/2014 a. Upon termination of this Agreement, TENANT shall provide all copies of the keys or opening devises to the Property; vacate the Property and surrender it to the CITY, free from any personal property or debris. b. After giving or receiving notice of the end of the tenancy, TENANT has the right to request an inspection take place. TENANT shall be given the right to correct or remedy any deficiency in the Property. -5- - -- EXHIBIT D WITNESS THE EXECUTION HEREOF, the -day and year first hereinabove written. APPROVED AS TO FORM: By: City Attorney 1/31/2014 CITY CITY OF CUPERTINO, a municipal corporation of the State of California By: - City Manager Dated: z -- Z. I TENANT GEORGE AND YOSHIKO BLESCH By: By: WON EXHIBIT D February 19, 2014 Linda Tugade. First American Title Company 1737 North First Street, Suite 500 San Jose, CA 95112 Re: Escrow No: NCS- 64852 -SC 22050 Stevens Creek Boulevard, Cupertino CA Dear Ms. Tugade: These escrow instructions ( "Instructions ") are written in connection with the acquisition of property by the City of Cupertino, a municipal corporation ( "City") from George and Yoshiko Blesch ( "Property Owner" or "Grantor") located at 22050 Stevens Creek Boulevard, Cupertino CA (the "Property"). The City Council approved the purchase agreement to the above - referenced Property at the February 18, 2014 Council Meeting, Agenda Item No: 13. A. Closing Documents. You should receive the following documents from the City: a. A check (or a wire) in the amount of $1,575,000 b. Grant Deed ( "Grant Deed ")(original); c. A Grant Deed Acceptance Certificate ( "Deed Acceptance Certificate ")(to follow under separate cover). B, Funds. You will receive a check (or wire) from the City of Cupertino, in the amount of $1,575,000 to be deposited by you in the above referenced escrow. The check represents the full purchase. price. . C. Closing Conditions. It is the City's desire that escrow close on or before March 31, 2014. You may close the above - referenced escrow upon fulfillment of each of the conditions set forth below: a. You hold the funds referred to in Paragraph B and the documents referred to in Paragraph A above. Where required you have caused all of the documents to be duly executed and /or initialed by all applicable parties, and have dated all of the documents as of the date of execution and have acknowledged all signatures on the documents to be recorded. b. You are prepared to issue to City an ALTA Standard Title Insurance Policy naming City as Fee Owner and insuring the property in the total value /amount of $1,575,000, subject only to general and special taxes and assessments, if any, for the fiscal year 2014 -2015 which are not yet delinquent, all supplemental taxes paid current, and subject to exceptions 1, 5, 6,, 9 and 11 as shown on Preliminary Title Report No. NCS- 648521- SC, dated December 30, 2013. c. You are to have the Grantor execute the original Grant Deed and prior to recording you must return the Grant Deed to City in order for the City to execute the required Grant Deed Acceptance Certificate. Once you have 2/19/2014 Page 2 received the fully executed tyrant Deed and Grant Deed Acceptance Certificate, you may record in the official records of Santa Clara County. D. Closing Procedures. In closing escrow, you will strictly adhere to the procedures set forth hereinbelow and record the documents in the order set forth below. All requirements with respect to closing shall be considered as having taken place simultaneously, and no delivery or payment shall be considered as having been made until all deliveries, payments, and closing transactions have been accomplished. 1. Record in the official records of Santa Clara County, the documents listed below and after recording, deliver to City in care of the undersigned endorsed copies of the documents: a) Record the original deed from Grantor (2 endorsed copies to City); b) Record the original Deed Acceptance Certificate (2 endorsed copies to City); 2. In addition to the documents mentioned above, deliver to City in care of the undersigned promptly following escrow closing: a) Your certified closing statements for Buyer tier; b) The original and one copy of each of the ALTA Title Insurance Policies with endorsements referred to in paragraph C2. E. General instructions. Under GOVERNMENT CODE SECTIONS 6103 AND 27383; AND HEALTH AND SAFETY CODE SECTION 33334.3(f)(2), no fees should be collected for recording the documents in this transaction. All costs and expenses for the title insurance policy, endorsements, escrow fees, photocopying, recording fees, filing fees, mortgage taxes, title company services and all other fees, charges and taxes with respect to the closing of this transaction shall be paid by the City. 2. If you are unable to comply with these instructions and close this escrow on or before March 31, 2014 at 4:00 p.m. or if there are to be any changes therein, you are not to proceed without further written authorization from the undersigned. If there are any questions concerning the above, please call the undersigned immediately at (408) 777 -3212. 3. The City reserves the right to amend or cancel these instructions and authorization at any time prior to the recording or handling of the documents described herein as directed. 4. You are to call and receive verbal communication that all City conditions of closing have been satisfied at which time you may proceed to recordation. 2/1912014 Page 3 Please acknowledge receipt of this authorization and the documents enclosed and your agreement to proceed in accordance with these instructions by signing and returning a j copy of these instructions. Very truly yours, David Brandt City Manager City of Cupertino I The undersigned acknowledges receipt of the within escrow instructions and agrees to proceed in strict accordance therewith. FIRST AMERICAN TITLE COMPANY j B — Its: I Date: I I � t L 'ry, N'„Jfti k . "���F.,:y i /im.4�1. // C t A N w t i r i F.k t /' .'`{�.• � lY Form No. 1402.06 �., - Policy Page 1 ALTA Owner's Policy(6-17-06) i E Policy Number: 648521 1100302PO50600 is OWNER'S POLICY O*F TITLE INSURANCE F ; ISSUI=D BY rl First American Title insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be �„ { given to the Company at the address shown in Section 18 of the Conditions. } , COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS police power not covered by Covered Risk 5 if a notice of the Sa FROM COVERAGE CONTAINED IN SCHEDULE B AND THE enforcement action, describing any part of the Land, is recorded # c CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a in the Public Records, but only to the extent of the enforcement ' California corporation (the "Company's insures, as of Date of Policy referred to in that notice. and, to the extent stated in Covered Risks 9 and 10, after Date of 7. The exercise of the rights of eminent domain if a notice of the Policy, against loss or damage, not exceeding the Amount of exercise, describing any part of the Land, is recorded in the j r K Insurance,sustained or incurred by the Insured by reason of: Public Records. 1. Title being vested other than as stated in Schedule A. 8. Any taking by a governmental body that has occurred and is 2. Any defect in or lien or encumbrance on the Title. This Covered binding on the rights of a purchaser for value without Knowledge. 't Risk includes but is not limited to insurance against loss from 9. Title being vested other than as stated in Schedule A or being I (a) A defect in the Title caused by defective (i) forgery, fraud, undue influence, duress, incompetency, (a) as a result of the avoidance in whole or in part, or from a incapacity,or impersonation; court order providing an alternative remedy, of a transfer of n failure of an Entity y p ('") y person or Enti to have authorized a all or an art of the title to or any interest in the Land a- i transfer or conveyance; occurring prior to the transaction vesting Title as shown in Fti (iii) a document affecting Title not properly created, Schedule A because that prior transfer constituted a �a € 1 executed,witnessed,sealed,acknowledged,notarized,or fraudulent or preferential transfer under federal bankruptcy " } delivered; state insolvency,or similar creditors'rights laws;or ' I ? ' (iv) failure to perform those acts necessary to create a (b) because the instrument of transfer vesting Title as shown in �` 1 document by electronic means authorized by law; Schedule A constitutes a preferential transfer under federal y ,i (v) a document executed under a falsified, expired, or bankruptcy, state insolvency, or similar creditors'rights laws , :I otherwise invalid power of attorney; by reason of the failure of its recording in the Public Records r 3 (vi) a document not properly filed, recorded, or indexed in (i) to be timely,or 1. the Public Records including failure to perform those acts (ii) to impart notice of its existence to a purchaser for valuef by electronic means authorized by law;or or to a judgment or lien creditor. !, (vii)a defective judicial or administrative proceeding. 10. Any defect in or lien or encumbrance on the Title or other matter € (b) The lien of real estate taxes or assessments imposed on the included in Covered Risks 1 through 9 that has been created or Title by a governmental authority due or payable,but unpaid. attached or has been filed or recorded in the Public Records I ,! (c) Any encroachment, encumbrance, violation, variation, or subsequent to Date of Policy and prior to the recording of the j adverse circumstance affecting the Title that would be deed or other instrument of transfer in the Public Records that disclosed by an accurate and complete land survey of the vests Title as shown in Schedule A. t' Land. The term "encroachment” includes encroachments of 0 .` r€ existing improvements located on the Land onto adjoining The Company will also pay the costs, attorneys' fees, and expenses jy land, and encroachments onto the Land of existing incurred in defense of any matter insured against by this policy, but t� : improvements located on adjoining land. only to the extent provided in the Conditions. 3. Unmarketable Title. First American TitieInsurance Company ? 4. No right of access to and from the Land. ! 5. The violation or enforcement of any law, ordinance, permit, or ' governmental regulation (including those relating to building and BY �f— y �/ /Vti PRESIDENT zoning)restricting,regulating,prohibiting,or relating to U 0/�'�'� ' (a) the occupancy,use,or enjoyment of the Land; ETARY, { AITEST- SECR ��C' ' (b) the character, dimensions, or location of any improvement " erected on the Land; `'„ (c) the subdivision of land;or A (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement i referred to in that notice. 6. An enforcement action based on the exercise of a governmental W. I .,' `>x✓ '&.`dr:.°s'"'" a �r . � W � v i e���.+ ;�.�. a � � �� f '*+ 3� v P- �.+.a � .7�� ' 'Form No. 1402.06 Policy Page 2 o ALTA Owner's Policy(6-17-06) Policy Number:648521 EXCLUSIONS FROM COVERAGE (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights The following matters are expressly excluded from the coverage of this policy,and and defenses as to any successor that the Company would have had the Company will not pay loss or damage,costs,attorneys'fees,or expenses that against any predecessor Insured. arise by reason of: (e) "Insured Claimant":An Insured claiming loss or damage. 1. (a) Any law, ordinance, permit,or governmental regulation(including those (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge relating to building and zoning) restricting, regulating, prohibiting, or or notice that may be imputed to an Insured by reason of the Public relating to Records or any other records that impart constructive notice of matters (i) the occupancy,use,or enjoyment of the Land; affecting the Title. (ii)the character,dimensions,or location of any improvement erected on (g) "Land":The land described in Schedule A, and affixed improvements that the Land; by law constitute real property. The term "Land"does not include any (iii) the subdivision of land;or property beyond the lines of the area described in Schedule A, nor any (iv) environmental protection; right, title, interest, estate, or easement in abutting streets, roads, or the effect of any violation of these laws, ordinances, or governmental avenues, alleys, lanes, ways, or waterways, but this does not modify or regulations.This Exclusion 1(a)does not modify or limit the coverage provided limit the extent that a right of access to and from the Land is insured by under Covered Risk 5. this policy. (b) Any governmental police power. This Exclusion 1(b) does not modify or (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security limit the coverage provided under Covered Risk 6. instrument, including one evidenced by electronic means authorized by 2. Rights of eminent domain. This Exclusion does not modify or limit the law. coverage provided under Covered'Risk 7 or 8. (i) "Public Records Records established under state statutes at Date of 3. Defects,liens,encumbrances,adverse claims,or other matters Policy for the purpose of imparting constructive notice of matters relating (a) created,suffered,assumed,or agreed to by the Insured Claimant; to real property to purchasers for value and without Knowledge. With (b) not Known to the,Company,not recorded in the Public Records at Date of respect to Covered Risk 5(d), "Public Records" shall also include Policy, but Known to the Insured Claimant and not disclosed in writing to environmental protection liens filed in the records of the clerk of the the Company by the Insured Claimant prior to the date the Insured United States District Court for the district where the Land is located. Claimant became an Insured under this policy; (j) "Title The estate or interest described in Schedule A. (c) resulting in no loss or damage to the Insured Claimant; (k) "Unmarketable Title":Title affected by an alleged or apparent matter that (d) attaching or created subsequent to Date of Policy(however,this does not would permit a prospective purchaser or lessee of the Title or lender on. modify or limit the coverage provided under Covered Risks 9 and 10);or the Title to be released from the obligation to purchase, lease, or lend if (e) resulting in loss or damage that would not have been sustained if the there is a contractual condition requiring the delivery of marketable title. Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency, 2. CONTINUATION OF INSURANCE or similar creditors'rights laws,that the transaction vesting the Title as shown The coverage of this policy shall continue in force as of Date of Policy in favor in Schedule A,is of an Insured, but only so long as the Insured retains an estate or interest in the (a) a fraudulent conveyance or fraudulent transfer;or Land, or holds an obligation secured by a purchase money Mortgage given by a (b) a preferential transfer for any reason not stated in Covered Risk 9 of this purchaser from the Insured, or only so long as the Insured shall have liability by policy. reason of warranties in any transfer or conveyance of the Title.This policy shall not 5. Any lien on the Title for real estate taxes or assessments imposed by continue in force in favor of any purchaser from the Insured of either(i)an estate governmental authority and created or attaching between Date of Policy and or interest in the Land,or(ii)an obligation secured by a purchase money Mortgage the date of recording of the deed or other instrument of transfer in the Public given to the Insured. Records that vests Title as shown in Schedule A. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT CONDITIONS The Insured shall notify the Company promptly in writing (i) in case of any 1. DEFINITION OF TERMS litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge The following terms when used in this polity mean: shall come to an Insured hereunder of any claim of title or interest that is adverse (a) "Amount of Insurance": The amount stated in Schedule A, as may be to the Title, as insured, and that might cause loss or damage for which the increased or decreased by endorsement to this policy, increased by Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is Section 8(b),or decreased by Sections 10 and 11 of these Conditions. rejected as Unmarketable Title.If the Company is prejudiced by the failure of the (b) "Date of Policy":The date designated as"Date of Policy"in Schedule A. Insured Claimant to provide prompt notice,the Company's liability to the Insured (c) "Entity": A corporation, partnership, trust, limited liability company, or Claimant under the policy shall be reduced to the extent of the prejudice. other similar legal entity. (d) "Insured":The Insured named in Schedule A. -4. PROOF OF LOSS (i) The term"Insured"also includes In the event the Company is unable to determine the amount of loss or (A) successors to the Title of the Insured by operation of law as damage, the Company may, at its option, require as a condition of payment that distinguished from purchase,including heirs,devisees,survivors, the Insured Claimant furnish a signed proof of loss.The proof of loss must describe personal representatives,or next of kin; the defect, lien, encumbrance, or other matter insured against by this policy that (B) successors to an Insured by dissolution, merger, consolidation, constitutes the basis of loss or damage and shall state,to the extent possible,the distribution,or reorganization; basis of calculating the amount of the loss or damage. (C) successors to an Insured by its conversion to another kind of Entity; S. DEFENSE AND PROSECUTION OF ACTIONS (D) a grantee of an Insured under a deed delivered without (a) Upon written request by the Insured,and subject to the,options contained payment of actual valuable consideration conveying the Title in Section 7 of these Conditions,the Company,at its own cost and without (1) if the stock,shares,memberships,or other equity interests unreasonable delay, shall provide for the defense of an Insured in of the grantee are wholly-owned by the named Insured, litigation in which any third party asserts a claim covered by this policy (2) if the grantee wholly owns the named Insured, adverse to the Insured'. This obligation is limited to only those stated (3) if the grantee is wholly-owned by an affiliated Entity of the causes of action alleging matters insured against by this policy. The named Insured, provided the affiliated Entity and the Company shall have the right to select counsel of its choice(subject to the named Insured are both wholly-owned by the same person right of the Insured to object for reasonable cause) to represent the or Entity,or Insured as to those stated causes of action.It shall not be liable for and (4) if the grantee is a trustee or beneficiary of a trust created will not pay the fees of any other counsel.The Company will not pay any by a written instrument established by the Insured named fees, costs,or expenses incurred by the Insured in the defense of those in Schedule A for estate planning purposes. causes of action that allege matters not insured against by this polity. (b) The Company shall have the right,in addition to the options contained in First American Title Insurance Company 'Form No. 1402.06 Policy Page 3 ALTA Owner's Policy(6-17-06) Policy Number:648521 r Section 7 of these Conditions, at its own cost,to institute and prosecute attorneys'fees,and expenses incurred by the Insured Claimant that were any action or proceeding or to do any other act that in its opinion may be authorized by the Company up to the time of payment and that the necessary or desirable to establish the Title,as insured,or to prevent or Company is obligated to pay. reduce loss or damage to the Insured. The Company may take any Upon the exercise by the Company of either of the options provided for in appropriate action under the terms of this policy, whether or not it shall subsections(b)(i)or(ii),the Company's obligations to the Insured under this be liable to the Insured. The exercise of these rights shall not be an policy for the claimed loss or damage,other than the payments required.to be admission of liability or waiver of any provision of this policy. If the made,shall terminate,including any liability or obligation to defend,prosecute, Company exercises•its rights under this subsection, it must do so or continue any litigation. diligently. (c) Whenever the Company brings an action or asserts a defense as required 11. DETERMINATION AND EXTENT OF LIABILITY or permitted by this policy, the Company may pursue the litigation to a This policy is a contract of indemnity against actual monetary loss or damage final determination by a court of competent jurisdiction, and it expressly �;ustained or incurred by the Insured Claimant who has suffered loss or damage by reserves the right, in its sole discretion,to appeal any adverse judgment reason of matters insured against by this policy. or order. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of 6. DUTY OF INSURED CLAIMANT TO COOPERATE (i) the Amount of Insurance;or (a) In all cases where this policy permits or requires the Company to (ii) the.difference between the value of the Title as insured and the value prosecute or provide for the defense of any action or proceeding and any of the Title subject to the risk insured against by this policy. appeals, the Insured shall secure to the Company the right to so (b) If the Company pursues its rights under Section 5 of these Conditions and prosecute or provide defense in the action or proceeding, including the is unsuccessful in establishing the Title,as insured, right to use, at its option, the name of the Insured for this purpose. (i) the Amount of Insurance shall be increased by 10%,and Whenever requested by the Company, the Insured, at the Company's (ii) the Insured Claimant shall have the right to have the loss or damage expense, shall give the Company all reasonable aid (i) in securing determined either as of the date the claim was made by the Insured evidence, obtaining witnesses, prosecuting or defending the action or Claimant or as of the date it is settled and paid. proceeding,or effecting settlement,and(ii)in any other lawful act that in (c) In addition to the extent of liability under(a)and(b), the Company will the opinion of the Company may be necessary or desirable to establish also pay those costs,attorneys'fees,and expenses incurred in accordance the Title or any other matter as insured.If the Company is prejudiced by with Sections"5 and 7 of these Conditions. the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, 9. LIMITATION OF LIABILITY including any liability or obligation to defend,prosecute,or continue any (a) If the Company establishes the Title, or removes the alleged defect,lien, litigation, with regard to the matter or matters requiring such or encumbrance, or cures the lack of a right of access to or from the cooperation. Land, or cures the claim of Unmarketable Title, all as insured, in a (b) The Company may reasonably require the Insured Claimant to-submit to reasonably diligent manner by any method, including litigation and the examination under oath by any authorized representative of the Company completion of any appeals, it shall have fully performed its obligations and to produce for examination, inspection, and copying, at such with respect to that matter and shall not be liable for any loss or damage reasonable times and places as may be designated by the authorized caused to the Insured. representative of the Company, all records, in whatever medium (b) In the event of any litigation, including litigation by the Company or with maintained, including books, ledgers, checks, memoranda, the Company's consent, the Company shall have no liability for loss or correspondence, reports, e-mails, disks, tapes, and videos whether damage until there has been a final determination by a court of bearing a date before or after Date of Policy, that reasonably pertain to competent jurisdiction,and disposition of all appeals,adverse to the Title, the loss or damage. Further, if requested by any authorized as insured. representative of the Company, the Insured Claimant shall grant its (c) The Company shall not be liable for loss or damage to the Insured for permission, in writing, for any authorized representative of the Company liability voluntarily assumed by the Insured in settling any claim or suit to examine, inspect, and copy all of these records in the custody or without the prior written consent of the Company. control of a third party that reasonably pertain to the loss or damage.All information designated as confidential by the Insured Claimant provided 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF to the Company pursuant to this Section shall not be disclosed to others LIABILITY unless,in the reasonable judgment of the Company,it is necessary in the All payments under this policy, except payments made for costs, attorneys' administration of the claim. Failure of the Insured Claimant to submit for fees, and expenses, shall reduce the Amount of Insurance by the amount of the examination under oath, produce any reasonably requested information, payment. or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or 11. LIABILITY NONCUMULATIVE governmental regulation, shall'terminate any liability of the Company The Amount of Insurance shall be reduced by any amount the Company pays under this policy as to that claim. under any policy insuring a Mortgage to which exception is taken in Schedule B or 'm which the Insured has agreed,assumed,or taken subject,or which is executed 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION by an Insured after Date of Policy and which is a charge or lien on the Title, and OF LIABILITY }.he amount so paid shall be deemed a payment to the Insured under this policy. In case of a claim under this policy, the Company shall have the following additional options: 12. PAYMENT OF LOSS (a) To Pay or Tender Payment of the Amount of Insurance. When liability and the extent of loss or damage have been definitely fixed in To pay or tender payment of the Amount of Insurance under this policy accordance with these Conditions,the paymentshall be made within 30 days. together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of 1:3. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT payment or tender of payment and that the Company is obligated to pay. (a) Whenever the Company shall have settled and paid a claim under this Upon the exercise by the Company of this option, all liability and policy, it shall be subrogated and entitled to the rights of the Insured obligations of the Company to the Insured under this policy,other than to Claimant in the Title and all other rights and remedies in respect to the make the payment required in this subsection, shall terminate, including claim that the Insured Claimant has against any person or property,to the any liability or obligation to defend,prosecute,or continue any litigation. extent of the amount of any loss, costs, attorneys' fees, and expenses (b) To Pay or Otherwise Settle.With Parties Other Than the Insured or With paid by the Company.If requested by the Company,the Insured Claimant the Insured Claimant. shall execute documents to evidence the transfer to the Company of these (i) To pay or otherwise settle with other parties for or in the name of an rights and remedies. The Insured Claimant shall permit the Company to Insured Claimant any claim insured against under this policy. In sue, compromise, or settle in the name of the Insured Claimant and to addition, the Company will pay any costs, attorneys' fees, and use the name of the Insured Claimant in any transaction or litigation expenses incurred by the Insured Claimant that were authorized by involving these rights and remedies. the Company up to the time of payment and that the Company is If a payment on account of a claim does not fully cover the loss of the obligated to pay;or Insured Claimant, the Company shall defer the exercise of its right to (ii) To pay or otherwise settle with the Insured Claimant the loss or recover until after the Insured Claimant shall have recovered its loss. damage provided for under this policy, together with any costs, First American Title Insurance Company 'Form No. 1402.06 Policy Page 4 ALTA Owner's Policy(6-17-06) Policy Number:648521 (b) The Company's right of subrogation includes the rights of the Insured to (d) Each endorsement to this policy issued at any time is made a part of this indemnities, guaranties, other policies of insurance, or bonds, policy and is subject to all of its terms and provisions. Except as the notwithstanding any terms or conditions contained in those instruments endorsement expressly states,it does not(i)modify any of the terms and that address subrogation rights. provisions of the li po cy,(ii)modify any prior endorsement,(iii)extend the Date of Policy,or(iv)increase the Amount of Insurance. 14. ARBITRATION Either the Company or the Insured maydemand that the claim or controversy 16. SEVERABILITY shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of In the event any provision of this policy, in whole or in part, is held invalid or the American Land Title Association ("Rules'l. Except as provided in the Rules, unenforceable under applicable law,the policy shall be deemed not.to include that there shall be no joinder or consolidation with claims or controversies of other provision or such part held to be invalid,but all other provisions shall remain in full persons.Arbitrable matters may include,but are not limited to,any controversy or force and effect. claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy 17. CHOICE OF LAW;FORUM provision,or to any other controversy or claim arising out of the transaction giving (a) Choice of Law:The Insured acknowledges the Company has underwritten rise to this policy. All arbitrable matters when the Amount of Insurance is the risks covered by this policy and determined the premium charged $2,000,000 or less shall be arbitrated at the option of either the Company or the therefore in reliance upon the paw affecting interests in real property and Insured. All arbitrable matters when the Amount of Insurance is in excess of applicable to the interpretation, rights, remedies, or enforcement of $2,000,000 shall be arbitrated only when agreed to by both the Company and the policies of title insurance of the jurisdiction where the Land is located. Insured. Arbitration pursuant to this policy and under the Rules shall be binding Therefore,the court or an arbitrator shall apply the law of the jurisdiction upon the parties.Judgment upon the award rendered by the Arbitrator(s)may be where the Land is located to determine the validity of claims against the entered in any court of competent jurisdiction. Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT conflicts of paw principles to determine the applicable paw. (a) This policy together with all endorsements, if any, attached to it by the (b) Choice of Forum: Any litigation or other proceeding brought by the Company is the entire policy and contract between the Insured and the Insured against the Company must be filed only in a state or federal court Company. In interpreting any provision,of this policy, this policy shall be within the United States of America or its territories having appropriate. construed as a whole. jurisdiction. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. :IS. NOTICES,WHERE SENT (c) Any amendment of or endorsement to this policy must be in writing and Any notice of claim and any other notice or statement in writing required to be authenticated by an authorized person, or expressly incorporated by given to the Company under this policy must be given to the Company at 1 First Schedule A of this policy. American Way,Santa Ana,CA 92707,Attn:Claims Department. POLICY OF TITI;E INSURANCE -alp \ gl First American Title Insurance Company r 'Form No. 1402.06 Policy Page 5 ALTA Owner's Policy(6-17-06) Policy Number:648521 SCHEDULE A First American Title Jnsurance Company Name and Address of the issuing Title Insurance Company: First American Title Insurance Company 1737 North First Street, Suite 500 San Jose, CA 95112 File No.: NCS-648521-SC Policy No.: 648521 Address Reference: 22050 Stevens Creek Boulevard, Cupertino, CA 95014 Amount of Insurance: $1,575,000.00 Date of Policy: March 24, 2014 at 8:-24 A.M. 1. Name of Insured: City of Cupertino, a municipal corporation of the State of California 2. The estate or interest in the Land that is insured by this policy is: Fee 3. Title is vested in: City of Cupertino, a municipal corporation of the State of California 4. The Land referred to in this policy is described as follows: Real property in the City of Cupertino, County of Santa Clara, State of California, described as follows: BEGINNING AT A HARROW TOOTH IN THE CENTER OF STEVENS CREEK ROAD, DISTANT THEREON, SOUTH 89 DEGREES 49 MINUTES WEST, 564.43 FEET FROM A BRASS PLUG AT THE INTERSECTION THEREOF WITH THE CENTER LINE OF BYRNE AVENUE, FROM WHICH AN IRON PIPE ON THE SOUTHERLY TINE OF STEVENS CREEK ROAD, BEARS SOUTH 0 DEGREES it MINUTES EAST, 20.00 FEET DISTANT AND RUNNING, THENCE ALONG THE CENTER LINE OF STEVENS CREEK ROAD, SOUTH 89 DEGREES 49 MINUTES WEST, 172.40 FEET TO A HARROW TOOTH AND SOUTH 88 DEGREES 56 MINUTES WEST, 147.52 FEET TO A ROAD NAIL IN A CONCRETE BRIDGE OVER THE CENTER OF STEVENS CREEK AT THE INTERSECTION OF THE CENTER LINE OF STEVENS CREEK ROAD WITH THE NORTHERLY PROLONGATION OF THE CENTER LINE OF STEVENS CREEK, AS SHOWN ON MAP RECORDED IN BOOK "0" OF MAPS, PAGE 88, RECORDS OF SANTA CLARA COUNT(, CALIFORNIA, FROM WHICH NAIL A 24 INCH SYCAMORE MARKED BTS BEARS NORTH 54 DEGREES 09 MINUTES EAST, 35.7 FEET AND FROM WHICH ROAD NAIL A PIPE ON THE SOUTHERI`f LINE OF STEVENS CREEK ROAD BEARS SOUTH 47 DEGREES 57 MINUTES 40 SECONDS EAST, 29.27 FEET; THENCE UP THE CENTER OF STEVENS CREEK ALONG THE WESTERLY LINE OF LANDS OF F. W. STOCKLMEIER, SOUTH 47 DEGREES 57 MINUTES 40 SECONDS EAST, 140.80 FEET, SOUTH 59 DEGREES 16 MINUTES 30 SECONDS EAST, 130.16 FEET AND SOUTH 44 DEGREES 27 MINUTES 20 SECONDS EAST, 24.93 FEET TO A POINT FROM WHICH AN IRON PIPE ON THE EAST BANK OF STEVENS CREEK BEARS NORTH 29 DEGREES 32 MINUTES 30 SECONDS EAST, 31.19 FEET; THENCE LEAVING THE CENTER OF STEVENS CREEK AND RUNNING NORTH 64 DEGREES 50 MINUTES 30 SECONDS EAST, 77.87 FEET TO AN IRON PIPE; THENCE NORTH 7 DEGREES 28 MINUTES 30 SECONDS EAST, 119.78 FEET TO AN IRON PIPE; THENCE NORTH 0 DEGREES 11 MINUTES WEST, 30.00 FEET TO THE POINT OF BEGINNING AND BEING PART OF SECTION 15, TOWNSHIP 7 SOUTH, RANGE 2 WEST, MOUNT DIABLO BASE AND MERIDIAN. First American Title Insurance Company 'Form No. 1402.06 Policy Page 6 ALTA Owner's Policy(6-17-06) Policy Number:648521 EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LANDS; THENCE ALONG THE NORTHERLY LINE OF SAID LANDS, ALSO BEING THE CENTER LINE OF STEVENS CREEK ROAD, NORTH 88 DEGREES 56 MINUTES 00 SECONDS EAST, 90.74 FEET; THENCE AT RIGHT ANGLES, SOUTH 01 DEGREES 04 MINUTES 00 SECONDS EAST, 84.93 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF SAID LANDS; THENCE ALONG SAID LINE, NORTH 47 DEGREES 57 MINUTES 40 SECONDS WEST, 124.29 FEET TO THE POINT OF BEGINNING; THE ABOVE DESCRIBED PARCEL OF LAND, INCLUDING ROAD AND CREEK AREA CONTAINS 0.088 ACRES OR 3833 SQUARE FEET OF LAND, MORE OF LESS. APN: 357-10-002 ARB: 357-10-002 First American Title Insurance Company Form No. 1402.06 Policy Page 7 ALTA Owner's Policy(6 17-06) Policy Number. 648521 0 SCHEDULE B File No.: NCS-648521-SC Policy No.: 648521 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. General and special taxes and assessments for the fiscal year 2014-2015, a lien not yet due or payable. 2. General and special taxes and assessments for the fiscal year 2013-2014. First Installment: $2,874.67, PAID Penalty: $0.00 Second Installment: $2,874.67, PAIiD Penalty $0.00 Tax Rate Area: 13-009 A. P. No.: 357-10-002 (Portion of Community Facilities District included) 3. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2005-1, as disclosed by Notice of Special Tax Lien recorded June 24, 2005 as DOCUMENT NO. 18438576 OF OFFICIAL RECORDS . 4. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 5. Matters contained in that certain document entitled "Deed" dated, executed by G.J. Byrne et al recorded January 29, 1894, Book 166, Page 410, of Deeds, which document, among other things, contains or provides for: Terms and conditions as contained therein. 6. An easement for ingress and egress and water pipeline purposes and incidental purposes, recorded October 19, 1966 as Document No. 3:134338, Book 7539, Page 255 of Official Records. In Favor of: Santa Clara County Flood Control and Water District Affects: as described therein 7. Rights of the public in and to that portion of the land lying within Stevens Creek Boulevard. 8. Intentionally Deleted 9. Any rights, interests, or easements in favor of the public, which exist or are claimed to exist over any portion of said land covered by water.. First American Title Insurance Company `Form No. 1402.06 Policy Page 8 ALTA Owner's Policy(6-17-06) Policy Number:648521 9 First American 7-itle X 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 unto 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 besteffortsito 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 Informaton 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. -------------------------------------------------------------------------------- Fairinformation 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 governing 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 Insurance Company T — AM °,E+ £, First American Title Company National Commercial Services 1737 North First Street, Suite 500• San Jose, CA 95112 Office Phone:(408)451-7800 Office Fax:(408)451-7836 Buyer's Final Settlement Statement Property: 22050 Stevens Creek Boulevard, Cupertino, CA File No: NCS-648521-SC 95014 Officer: Linda Tugade/KD Settlement Date: 03/24/2014 Disbursement Date: 03/24/2014 Print Date: 03/24/2014, 1:27 PM Buyer: City of Cupertino Address: Attn: Public Works, 10300 Torre Ave, Cupertino, CA 95014 Seller: George Blesch, Yoshiko Blesch Address: 22050 Stevens Creek Boulevard, Cupertino, CA 95014 Charge,Description _ Buyer Charge Buyer Credit Consideration: Total Consideration 1;575,000.00 i Deposits in Escrow: Recei t'No 430550675 on 03/21/2014 by City of Cup 1,575,000.00 ---p. . __ ..... -- Totals 1,575,000.00 1,575,000.00 WE HEREBY CERTIFY THIS TO BE A TRUE AND CORRECT COPY OF THE ORIGINAL FIRST AMERICA I TILE CO ANY BY: Page 1 of 1 ip,N r,rir C.,yC lilsiil•4 A. Settlement Statement (HUD-1) a,a=vcA OMB Approval No.2502-0265 B. Type of Loan First American Title Company National Commercial Services 1-5. Loan Type: Conv.Unins. Final Statement 6. File Number: NCS-648521•SC 7. Loan Number: 8. Mortgage Insurance Case Number: C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and'by the settlement agent are shown.Items marked"(POC)"were paid outside this closing; they are shown here for informational purposes and are not included in the totals. D. Name&Address of Borrower: City of Cupertino Ann: Public Works,10300 Torre Ave,Cupertino,CA 95014 E. Name&Address of Seller.George Blesch,Yoshiko Blesch 22050 Stevens Creek Boulevard,Cupertino,CA 95014 F. Name&Address of Lender: G. Property Location: 22050 Stevens Creek Boulevard,Cupertino,CA 95014 H. Settlement Agent:First American Title Company National Commercial Services (408)451-7800 I. Address:1737 North First Street,Suite 500,San Jose,CA 95112 Settlement Date: 03/24/2014 Place of Settlement Address:1737`North First Street,Suite 500,San Jose,CA 95112 Print Date: a/2014,1:28 PM Disbursemennt t D Date: 03/24/20114 4 Si nin Date: J. Summary of Borrowers Transaction K. Summary of Seller's Transaction 100. Gross Amount Due from Borrower 400. Gross Amount Due to Seller 101. Contract Sales Price 1,575,000.00 401. Contract sales price 102. Personal property 402. Personal property 103. Settlement charges to borrower(line 1400) 403, Total Deposits 104. 404. 105. 405. Adjustments for items paid by seller in advance Adjustments for items paid by seller in advance 106. City/town taxes 406. City/town taxes_ 107. County taxes 407. County taxes 108. Assessments 408. Assessments 1_AX 14PAPRY CERTIFY THIS TO Bt A I hUt 109: 409. AND CORRECT COPY U I H':ursiuituly 110. 410. �1nn-r Annin - Ifs nt TITI 1: rnnnPANY 411. 111. C-ino i nlvr6. 0-If- 112. - - 412. 113. 413. 114. 4_14. BY: - 115. 415. 120. Gross Amount Due from Borrower 1,575,000.00 4_20. Gross Amount Due to Seller 200. Amounts Paid by or on Behalf of Borrower 500. Reductions In Amount Due to Seller 201. Deposit orearnest money 1,575;000.00 501. Excess deposit(see instructions) 202. Principal amountof new loan(s) 502. Settlement charges to seller(line 1400) 203. Existing loan(s)taken subject 5_03. Existing loan(s)taken subject 204. 504. Payoff of first mortgage loan 205. :505. Payoff of second mortgage loan 206, 1506. 207. 507. 208. 508. 209. 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210. City/town taxes 510. City/town taxes 211. County taxes 511. County taxes 212. Assessments 512. Assessments 213. 513. 214. E;14. 215. S15. 216. 217. c;17. 218. 518. 219. ;19. 220.Total Paid by/for Borrower 1.,575,000.00 120. Total Reduction Amount Due Seller 300. Cash at Settlement from/to Borrower E 00. Cash at Settlement to/from Seller 301. Gross amount due from borrower(line 120) 1,575,000.00 601. Gross amount due to seller(line 420) 302. Less amounts paid by/for borrower(line 220) 1,575,000.00 602. Less reductions in amountsdue seller(line 520) 303. Cash( From)( To)Borrower E03. Previous editions are obsolete. "See Supplemental Page for details. 'Paid on Behalf'of Borrower. POC-B(Borrower);POC-S(Seller);POC-L(Lender);POC-MB(Mortgage Broker). The Public Reporting Burden for this collection of information is estimated at 35 minutes per response for collecting, reviewing, and reporting the data. This agency may not collect this information,and you are not required to complete this form,unless it displays a currently valid OMB control number.No confidentiality is assured;this disclosure is mandatory.This is designed to provide the parties to a RESPA:covered transaction with information during the settlement process. Page 1 L.Settlement Charges File No. NCS-648521-SC 700. Total Real Estate Broker Fees Division of commission(line 700)as follows: - Paid From Paid From 01. 7 - Borrower's Seller's _ Funds Funds 702' at Settlement at Settlement 703.Commission,paid at settlement 704. 705. 706. 800. Items Payable in Connection with Loan 801.Our origination charge --(from GFE#1) 802.Your credit or charge(points)for the specific interest rate chosen --(from GFE#2) 803.Your adjusted origination charges (from GFE A) 804.Appraisal.fee (from GFE#3) 805.Credit report. (from GFE#3) 806.Tax service (from GFE#3) 807.Flood certification (from GFE#3) 808. (from GFE#3) 809. (from GFE#3) 810. (from GFE#3) 811. _ (from GFE#3) 900. Items Required by Lender to Be Paid in Advance 901.Daily interest charges from (from GFE#10) 902. (from GFE#3) 903.Homeowner's insurance (from GFE#11) 904. 905. 906. 1000.Reserves Deposited with Lender 1001.Initial deposit for your escrow account (from GFE#9) 1002.Homeowner's insurance 1003.Mortgage insurance 1004.Property taxes 1005. 1006. 1007.Aggregate Adjustment 1100.Title Charges 1101.Title services and lender's title insurance _ (from GFE#4) 1102.Settlement or)closing fee to First American Title Company National Commercial Services 1103.Owner's title insurance -First American Title Company National Commercial Services _ (from GFE#5) 1104.Lender's title insurance 1105.Lender's title policy limit $ 0.00 1106.Owner's title policy limit $ 1,575,000.00 1107.Agent's portion of the total title insurance premium $ 2,159.50 to First American Title Company 1108.Underwriter's portion of total title insurance:premium $ 925.50 to First American Title Insurance Company 1109. 1110. 1111. 1112. 1200.Government Recording and Transfer Charges _ 1201.Government recording.charges (from GFE#7) 1202.Recording fees: 1203.Transfer taxes (from GFE#8) 1204.City/county tax/stamps: 1205.State tax/stamps: 1206. 1207, 1208. 1209. 1210. 1300.Additional Settlement Charges 1301.Required services that-you can shop for (from GFE#6) 1302.Notary/Signing Fee to Ada Shockley 1303. 1304. 1305. 1306. 1307. 1308. 1309. 1400.Total Settlement Charges(enter on lines 103,Section J and 502,Section K) See Supplemental Page for details. "Paid on Behalf of Borrower. POC-B(Borrower);PODS(Seller);POC-L(Lender);POC-MB(Mortgage Broker). Page 2 _ File No. NCS-648521-SC Comparison of Good Faith Estimate GFE and HUD-1 Charges Good Faith Estimate HUD-1 Charges That Cannot Increase HUD-1 Line Number _ Our origination charge # 801 _ 0.00 Your credit/charge(points)for the specific interest rate chosen # 802 0.00 Your adjusted origination charges # 803 _ 0.00 Transfer taxes # 1203 0.00 Charges That in Total Cannot Increase More Than 10% _ Good Faith Estimate HUD-1 Government recording charges # 1201 _ 0.00 Total Increase between GFE and HUD-1 Char as $0.00 or N/A Charges That Can Change _ Good Faith Estimate HUD-1 Initial deposit for your escrow account # 1001 _ 0.00 Daily interest charges # 901 _ 0.00 Homeowner's insurance # 903 # # Loan Terms Your initial loan amount is $0.00 Your loan term is years Your initial interest rate is % Your initial monthly amount owed for principal,interest,and any $ includes mortgage insurance is ❑ Principal ❑ Interest ❑ Mortgage Insurance Can your interest rate rise? ❑ No. ❑ Yes,it can rise to a maximum of%.The first change will be on and can change again every after.Every change date,your interest rate can increase or decrease by%.Over the life of the loan,your interest rate is guaranteed to never be lower than% or higher than%. Even if you make payments on time,can your loan balance rise? ❑ No. ❑ Yes,it can rise to a maximum of$. Even if you make payments on time,can.your monthly amount owed ❑ No. ❑ Yes,the first increase can be on and the monthly amount for principal,interest,and mortgage insurance rise? owed can rise to$. The maximum it can ever rise to is$. Does your loan have a prepayment penalty? ❑ No. ❑ Yes,your maximum prepayment penalty is$. Does your loan have a balloon payment? ❑ No. ❑ Yes,you have a balloon payment°.of$ due in years on. Total monthly amount owed including escrow°account payments ❑ You do not have.a monthly escrow payment for items,such as property taxes and homeowner's insurance.You must pay these items directly yourself. ❑ You have an additional monthly escrow payment of$ that results in a total initial monthly amount owed of$.This includes principal,interest, any mortgage insurancE and any items checked below: ❑ Property taxes ❑ Homeowner's insurance ❑ Flood insurance ❑ ❑ ❑ ❑ ❑ Notes If you have any questions about the Settlement Charges and Loan Terms listed on this form,please contact your lender. Page"3 Itemization of Title Charges and Government Recording and Transfer Charges File No. NCS-648521-SC First American Title Company National Commercial Services Loan No. Final Statement Settlement Date. 03/24/2014 Property:22050 Stevens Creek Boulevard,Cupertino,CA 95014 Print Date. 03/24/2014,1:28 PM � Name&Address of Borrower:City of Cupertino Name&Address of Seller. George Blesch,Yoshiko Blesch Attn:Public Works,10300 Torre Ave,Cupertino,CA 95014 22050 Stevens Creek Boulevard,Cupertino,CA 95014 Name&Address of Lender: 1100.Summary of Title Charges Borrower Charges Seller Charges 1101. Title-Services and Lenders Title Insurance 1102. Settlement or Closing Fees to First American Title Company National Commercial Services 1103. Owner's title insurance-First American Title Company National Commercial Services 1104. Lender's title insurance 1105.Lender's title policy limit $ 0.00 1106.Owner's_title policy limit $ 1,575,000.00 1107.Agent's portion of the total title insurance,premium $ 2,159:50 _ to First American Title Company 1108.Underwriter's portion of total title insurance premium $ 925.50 _ to First American Title Insurance Company 1200.Government Recording and Transfer Charges Borrower Charges Seller Charges 1201.Government Recording Charges 1202.Recording Fees 1203.Transfer taxes 1204.City/county tax/stamps: 1205.State tax/stamps: Page 1