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HomeMy WebLinkAboutD-2145 Agricultural Conservation Easement - San Luis Ranch2020049552 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of San Luis Obispo Attn: City Clerk 990 Palm Street San Luis Obispo, CA 93 RECEIVED O C T 23 2020 SLO CITY CLER Tommy Gong San Luis Obispo — County Clerk —Recorder 09/14/2020 08:39 AM Recorded at the request of: PUBLIC Titles: 1 Pages: 21 Fees: $0.00 Taxes: $0.00 Total: 0.00 I III lh`%" R76.XNRh1ZJUI PTN FRMR APN: 067-121-022 Space Above This Line for Recordees Use NO RECORDING FEE — PUBLIC AGENCY — Government Code § 6103 AGRICULTURAL CONSERVATION EASEMENT This Agricultural Conservation Easement is made this -3e of ,.Ta uar 2019, by MI SAN LUIS RANCH, LLC, having an address at 330 .lames Way, Suite 270. Pis o Beach CA 93449 (the "Landowner"), to the City of San Luis Obispo, having an address at 990 Palm Street, San Luis Obispo, California (the "Grantee"), for the purpose of forever conserving the agricultural productive capacity and open space character of the subject property. RECITALS A. The Landowner is the sole owner in fee simple of the agricultural property as the same is more particularly described in Exhibit A (the "Property") as attached to and made a part of this Agricultural Conservation Easement (the "Easement"). The Property consists of approximately 42.56 acres of land commonly known as the "Farm at San Luis Ranch," located in San Luis Obispo County, California. The existing improvements on the Property include agricultural wells and appurtenant facilities, agricultural access roads, wastewater lines, utility lines, and billboards depicted in Exhibit B (the "Existing Improvements"). The Property is substantially open farmland, whose soils have been classified as prime farmland by the U.S. Department of Agriculture's Natural Resources Conservation Service, and by the California Department of Conservation's Farmland Mapping and Monitoring Program, because this land has the soil quality, growing season, and water supply needed for sustained agricultural production. B. The agricultural and other characteristics of the Property, its current use and condition of improvement, are documented and described in the Agriculture section of the San Luis Ranch Final Environmental Impact Report (The "FEIR"), incorporated herein by this reference. The Landowner and the Grantee acknowledge that the FEIR is complete and accurate as of the date of this Easement. Landowner and Grantee acknowledge that the Property is a component of the "San Luis Ranch" development which consists of a Specific Plan, Development Plan, Vesting Tentative Tract Map, and Development Agreement to develop up to 580 residential units and approximately 250,000 square feet of commercial development on the San Luis Ranch Property as more particularly set forth in City Resolution No. 10822 (2017 Series) (the "Project"). As part of the mitigation measures for the Project, prior to the issuance of any grading permits for Page 1 of 17 San Luis Ranch - Agricultural Conservation Easement (0 l-25-2019) 7 -Zt�tS the Project, Landowner is required to forever conserve and protect the Property from future development and to ensure that it will remain in agricultural use. The Project, however, requires substantial amounts of grading within and around the Property as well as the installation of a sewer line and storm drain which, as mitigated by the FEIR, will not result in significant degradation of the viability of the agricultural use of the Property. In addition, as part of the Project and to accommodate both immediate and future regional transportation infrastructure, namely, the Prado Road Interchange, the Property includes certain offers of dedication to the City. As of the Effective Date of this Easement, the full scope of those regional improvements and the amount of the Property needed to accommodate that infrastructure is unknown. In drafting this Easement, it is the express intent and purpose of Grantor and Grantee to encumber the portion of the Property subject to the offers of dedication and that the Easement shall hereafter be terminated as to any portion of the Property which is the subject of an offer of dedication subsequently accepted by the City, under the doctrine of merger of estates. C. The Landowner grants this Easement for valuable consideration to the Grantee for the purpose of complying with the mitigation measures for the Project and for assuring that the agricultural productive capacity and open space character of the Property will be conserved and maintained, and that, except as specifically provided herein, that future uses of the land that are inconsistent with these conservation purposes will be prevented or corrected. The parties agree, however, that the current use of, and improvements to, the Property are generally consistent with the conservation purposes of this Easement. GRANT OF AGRICULTURAL CONSERVATION EASEMENT Now, therefore, for the reasons given, and in consideration of their mutual promises and covenants, terms, conditions and restrictions contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Landowner voluntarily grants and conveys to the Grantee, and the Grantee voluntarily accepts, a perpetual conservation easement, as defined by Section 815.1 and 815.2 of the California Civil Code, and of the nature and character described in this Easement for the purpose described below, and agree as follows: 1. Conservation Purpose. The conservation purpose ("Conservation Purpose" or "Purpose") of this Easement is to enable the Property to remain in productive agricultural use by preventing and correcting uses of the Property prohibited by the provisions of this Easement. To the extent that the preservation of the open space character, scenic and agricultural values of the Property are consistent with such use, it is within the Purpose of this Easement to protect those values. 2. Landowner's Reservations. (a) Landowner's Grading and Stockpiling Rights and Restoration Qbiigations, Notwithstanding any provision of this Easement to the contrary, the Landowner Page 2 of 17 San Luis Ranch - Aanculrural Conservation Easement IOI-3,5-?0l9) specifically reserves the limited right to perform grading and soil stockpiling at and upon the Property for purposes of performing and completing the construction of the Project at the Landowner's adjacent real property, in accordance with the San Luis Ranch Specific Plan, the Project's conditions of approval, and mitigation measures. Under no circumstances shall the Property be used for the staging of a construction trailer, equipment or material (except for soil stockpiling) or for parking of vehicles or equipment. At all times, Landowner shall comply with the November 2016 Grading Plan Review for Continued Agricultural Suitability in Floodway Memorandum prepared by Althouse and Meade, Inc. (the "Althouse & Meade Memo") and Condition of Approval no. 118 ("COA 118") as shown in Resolution 10822 (2017 Series) including the submission of a "...plan for interim stockpiling and salvage of topsoils...". Upon the completion of the Project's construction, Landowner shall restore the Property to the condition it enjoyed prior to the grading and any stockpiling activity. For purposes of this Easement, the term "completion of the Project's construction" shall mean the point in time when the sewer line, storm drain improvements referenced on the Project Plans are installed, all grading activities on the Property are completed, and a revised flood map is approved by the Federal Emergency Management Agency ("FEMA"). To the extent that Landowner fails to perform such restoration within thirty (30) days following the completion of the Project's construction, or fails to commence such restoration within said period and thereafter diligently pursue the same until completion, the Grantee shall have the right, but not the obligation, to perform such restoration at Landowner's sole and absolute expense, and Landowner shall reimburse Grantee for the cost and expense of said restoration within fifteen (15) days following the Grantee's delivery of a written demand to Landowner for such reimbursement. (b) Waste Water Lines. Notwithstanding any provision of this Easement to the contrary, the Landowner specifically reserves the right to install, maintain, repair and replace waste water lines and related improvements and facilities at the Property in accordance with the Public Improvement Plans for Tract Map 3096, and to transfer those facilities and easements for the same to the City of San Luis Obispo. (c) BioswaIes and Storm Water Treatment Facilities. Notwithstanding any provision of this Easement to the contrary, the Landowner specifically reserves the right to install, maintain, repair and replace bioswales and storm water treatment facilities and related improvements on the Property in accordance with the Public Improvement Plans for Tract Map 3096, and to transfer those facilities and easements for the same to the City of San Luis Obispo. (d) Baseline Documentation Report. Upon completion of the Project's construction and substantial completion of the restoration work per the Althouse and Meade Memo and COA 118, Grantee shall, at Landowner's sole expense, prepare a Baseline Documentation Report ("Baseline Report") which shall be subject to the review and approval of Landowner. The Baseline Report shall, at a minimum, include the following information: date of report completion, preparers identification, address and background information, ownership information, description of the Property, resources and conservation values, maps, photographs, and certifications by Landowner and Grantee certifying that the Page 3 of 17 San Luis Ranch - AurIeUItUral Conservation LasemenL (0 /-'5-?019,) Baseline Conditions Report is a complete and accurate representation of the condition of the Property at the time when the Property is fully remediated for the Agricultural Purposes as allowed herein. (e) Non- Prohibited Uses_ Notwithstanding any provision of this Easement to the contrary, the Landowner specifically reserves the right to engage in all acts and uses that are not expressly prohibited herein and are not inconsistent with the Conservation Purpose of this Agricultural Conservation Easement. (0 Agricultural Purposes. The Landowner specifically reserves and retains the right to use the Property for purposes included within the San Luis Ranch Specific Plan, (collectively "Agricultural Purposes") or to permit others to use the Property for Agricultural Purposes, in accordance with applicable law and the terms of this Easement, without seeking approval or permission of the Grantee. Notwithstanding the foregoing , for purposes of this easement the parties agree that the existing billboards may be maintained, repaired and/or replaced as acceptable and approved Agricultural Purposes under this Easement. 4. Prohibited Uses. Except as provided in Sections 2 and 3 of this Easement, the Landowner shall not perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with this Easement. Any other use or activity that would diminish or impair the agricultural productive capacity, open space character and scenic value of the Property, or that would cause significant soil degradation or erosion, restrict agricultural practices, or that is otherwise inconsistent with the Agricultural Purposes is expressly prohibited ("Prohibited Use"). This Easement authorizes the Grantee to enforce these covenants in the manner described herein. However, unless otherwise specified, nothing in this Easement shall require the Landowner to take any action to restore the condition of the Property after any act of God or other event over which it had no control. The Landowner understands that nothing in this Easement relieves it of any obligation or restriction on the use of the Property imposed by law or by the conditions of approval or mitigation measures for the Project. 5. Permission of the Grantee. Where the Landowner is expressly required to obtain the Grantee's permission for a proposed use hereunder, said permission (a) shall not be unreasonably delayed or withheld by the Grantee, (b) shall be sought and given in writing, with copies of all supportive documents to be provided to the Grantee, and (c) shall in all cases be obtained by the Landowner prior to the Landowner's undertaking of the proposed use. The Grantee shall grant permission to the Landowner when the Grantee, acting in the Grantee's sole reasonable discretion and in good faith, determines that the proposed use is not a "Prohibited Use" per Section 4. 6. Construction or Placement of Buildings and Other Improvements. The Landowner may undertake construction, erection, installation, or placement of buildings, structures, or other improvements on the Property only as provided in subsections (a) through (e) Page 4 of 17 San LUIS Ranch— Agricultural Conservalion Casement (0l-7j-2019,) below. Except as provided in Sections 2 and 3 of this Easement, all other construction, erection, installation, or placement of buildings, structures, or other improvements on the Property is subject to the permission of the Grantee as described in Section 5. For purposes of this section, the term "improvements" shall not refer to, and specifically excludes, crops, plants, trees, or other living improvements planted for agricultural purposes, nor shall it refer to water wells, water lines and/or related irrigation improvements necessary or desirable to irrigate the Property for agricultural purposes, nor shall it refer to farm access roads, all of which may be planted, constructed or installed at the Property without permission of the Grantee. Notwithstanding any provision of this Easement to the contrary, the following provisions shall control with respect to the improvements therein specified: (a) Fences. Existing fences may be repaired and replaced without permission of the Grantee. New fences may be built anywhere on the Property for purposes of reasonable and customary agricultural management, and for security of farm produce, livestock, equipment, and improvements on the Property, without permission of the Grantee. (b) New Agricultural Support Structures and Improvements. New agricultural support structures not to exceed a total of 10,000 square feet and improvements to be used solely for agricultural production on the Property located within a one-half acre fenced in area in the general vicinity of the Calle Joaquin entrance to the Property, but not including any dwelling or farm labor housing, may be built on the Property without permission of the Grantee. All permissible new agricultural structures may be repaired, reasonably enlarged, and replaced without permission of the Grantee. Any other structures may be constructed only with permission of the Grantee pursuant to Section 5. (c) Existing Improvements. The Existing Improvements on the Property may be maintained, repaired, removed, relocated, or replaced without permission of Grantee. (d) Existing Easements. The existing easements and easement facilities on the Property including those for water system appurtenances, agricultural access roads, wastewater lines, utility lines, and billboards are approved uses under this easement agreement and may not be terminated without the prior written permission of Landowner. 7. Extinguishment of Development Rights. The parties agree that all development rights, except as specifically reserved in this Easement, that were previously, are now or hereafter allocated to, implied, reserved, appurtenant to, or inherent in the Property, are released, terminated, and extinguished, and may not be used on or transferred by either party to any portion of the Property as it now or later may be bounded or described, or to any other property adjacent or otherwise, or hereafter used for the purpose of calculating permissible lot yield of the Property or any other property. This Easement shall not create any development rights. Page 5 of 17 San Lws Ranch Avricul[Ural Conservation Easement (01-15-?0/9) 8. Mining. The mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel, or any other mineral substance, using any method that disturbs the surface of the land, is expressly prohibited, except as otherwise provided in Section 2. 9. Paving and Road Construction. Except as may be reasonably required for Agricultural Purposes or construction of the Project, no portion of the Property shall be paved or otherwise covered with concrete, asphalt, or any other impervious paving material, unless such measures are required by air quality laws or regulations applicable to the Property. Except as otherwise permitted herein, no road for access or other purposes shall be constructed without the permission of the Grantee pursuant to Section 5. Notwithstanding the foregoing, construction of unpaved farm roads, as necessary or desirable for Agricultural Purposes, is permitted without permission from the Grantee, unless such work requires a grading permit, in which case Grantee shall have authority over the work exclusively within its regulatory capacity. The Landowner shall notify the Grantee of any significant net relocation or addition of unpaved farm roads. 11. Trash and Storage. The dumping or accumulation on the Property of any kind of trash, refuse, vehicle bodies or parts, or "Hazardous Materials," as defined in Section 25 is prohibited. Farm -related trash and refuse generated at the Property may be temporarily stored on the Property subject to all applicable laws. The storage of agricultural products and byproducts produced at the Property and materials reasonably required for agricultural production at the Property is permitted as long as it is done in accordance with all applicable government laws and regulations. 12. Commercial Signs Commercial signs on the Property shall be limited to: (i) the billboards as set forth in the AGREEMENT ESTABLISHING TERMS OF EASEMENT FOR BILLBOARD SIGNAGE entered into as of December 23, 2014, by between MI San Luis Ranch, LLC, a Delaware limited liability company and Ernest F. Dalidio, Jr. and Kristie Dalidio, Trustees of the Ernest F. Dalidio, Jr. and Kristie Dalidio Family Trust dated November 5, 2003; and, (ii) signs directly related to the Agricultural Purposes or the Agricultural Heritage and Learning Center. All other commercial signs at the Property are hereby prohibited. 13. Recreational Uses; Motorized Vehicle Use Off Roadways Resort structures, athletic fields, golf courses, non-residential swimming pools, public or commercial airstrips, commercial equestrian facilities, public or commercial helicopter pads, and any other non-agricultural recreational structures or facilities are prohibited on the Property. The use of motorized vehicles off roadways is prohibited except where used for Agricultural Purposes, property maintenance and security, or for the purpose of monitoring this Easement. Page 6 of 17 San Luis Ranch - A2ncult IMI COnSefv1auon Lasement 10 /-'.)-?ill 9) 14. Water Rights. The Landowner shall retain and reserve all ground water, and all appropriative, prescriptive, contractual or other water rights appurtenant to the Property for use on the Property and construction of the Project at the time this Easement becomes effective. The Landowner shall not permanently transfer, encumber, lease, sell, or otherwise separate such water rights from title to the Property itself. Permanent separation of water rights is prohibited. Any use or temporary distribution of water shall not impair the long-term agricultural productive capacity or open space character of the Property. Nothing is this section shall pre-empt any future regulations or requirements imposed by a Groundwater Sustainable Agency as authorized by the Sustainable Groundwater Management Act ("SGMA") or other later enacted local or state-wide laws. 15. Rights Retained by the Landowner. As owner of the Property, the Landowner reserves all interests in the Property not transferred, conveyed, restricted, prohibited or extinguished by this Easement. These ownership rights include, but are not limited to, the right to sell, lease, or otherwise transfer the Property to anyone the Landowner chooses, as well as the right to privacy, the right to exclude any member of the public from trespassing on the Property, and any other rights consistent with the Agricultural Purposes of this Easement. Nothing contained herein shall ever be construed as a grant to the general public of any right to enter upon any part of the Property. Nothing in this Easement relieves the Landowner of any obligation or restriction on the use of the Property imposed by law. 16. Responsibilities of the Landowner and the Grantee Not Affected. Other than as specified herein, this Easement is not intended to impose any legal or other responsibility on the Grantee, or in any way to affect any existing obligations of the Landowner as owner of the Property. Among other things, this shall apply to: (a) Taxes. The Landowner shall be solely responsible for payment of all taxes and assessments levied against the Property.- If the Grantee ever pays any taxes or assessments on the Property, or if the Grantee pays levies on the Landowner's interest in order to protect Grantee's interests in the Property, the Landowner will reimburse the Grantee for the same. (b) Upkeep and Maintenance. The Landowner shall be solely responsible for the upkeep and maintenance of the Property, to the extent it may be required by law. The Grantee shall have no obligation for the upkeep or maintenance of the Property. If the Landowner fails to maintain the Property and the Grantee thereafter acts to maintain the Property in order to protect the Grantee's interest in the Property, the Landowner will reimburse the Grantee for any such costs. (c) Liability and Indemnification. In view of the Grantee's negative rights, limited access to the land, and lack of active involvement in the day-to-day management activities on the Property, to the fullest extent provided by law, the Landowner shall indemnify, Page 7 of 17 San I, ws Ranch - A,nculwral Conservation Easement (0 /- 25-2019) protect, defend, with counsel of Grantee's choice, and hold harmless Grantee, their officials, officers, directors, members, employees, contractors, legal representatives, agents, successors and assigns (collectively, "Agents and Assigns") from and against all liabilities, costs, losses, orders, liens, penalties, claims, demands, damages, expenses, or causes of action or cases, including without limitation reasonable attorneys' fees, arising out of or in any way connected with or relating to the Landowner's use of the Property. The Landowner shall be solely liable for injury or the death of any person, or physical damage to any property, or any other costs or liabilities resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due to the negligence or willful conduct of the Grantee, and/or their respective Agents and Assigns. The Grantee shall be named as an additional insured on Landowner's general liability insurance policy for the Property. Neither the Grantee nor their Agents and Assigns shall otherwise have any responsibility for the operation of the Property, monitoring of hazardous conditions on it, or the protection of the Landowner, the public or any third parties from risks relating to conditions on the Property. Without limiting the foregoing, neither the Grantee nor their respective Agents and Assigns shall be liable to the Landowner or other person or entity in connection with consents given or withheld, or in connection with any entry upon the Property occurring pursuant to this Easement, or on account of any claim, liability, damage or expense suffered or incurred by or threatened against the Landowner or any other person or entity, except when the claim, liability, damage, or expense is the result of the negligence or intentional conduct of the Grantee and/or their respective Agents and Assigns. 17. Monitoring. The Grantee shall manage its responsibilities as holder of this Easement in order to uphold the Purpose of this Easement. The Grantee's responsibilities include, but are not limited to, annual review, such reasonable monitoring as circumstances may require, record keeping, and enforcement of this Easement, for the purpose of ensuring that Landowner is in compliance with the Althouse & Meade Memo and COA 118, and that the baseline soil conditions of the Property are being maintained and are preserving the Property's agricultural productive capacity, open space character and scenic value in perpetuity. Failure of the Grantee to carry out these responsibilities shall not impair the validity of this Easement or limit its enforceability in any way. With reasonable advance notice (except in the event of an emergency circumstance or prevention of a threatened breach), Grantee shall have the right to enter upon, inspect, observe, monitor and evaluate the Property to identify the current condition of, and uses and practices on the Property and to determine whether the condition, uses and practices are consistent with this Easement. Grantee shall indemnify, defend with counsel of Landowner's choice, and hold Landowner harmless from, all expense, loss, liability, damages and claims, including Landowner's attorneys' fees, (collectively "Claims") arising out of Grantee's and Grantee's respective Agents and Assigns entry on the Property, unless such Claims are caused by a violation of this Easement by Landowner or by Landowner's negligence or willful conduct. Page 8of17 San Luis Ranch - AgriCultural Conservation Easement l0 /-33?0 / 9 i 18. Enforcement. The Grantee may take all actions that it deems necessary to ensure compliance with the terms, conditions, covenants, and purposes of this Easement. If the Grantee finds what it believes is a violation or potential violation, it may at its discretion take appropriate legal action to ensure compliance with the terms, conditions, covenants, and purposes of this Easement and shall have the right to correct violations and prevent the threat of violations. Except when an ongoing or imminent violation could irreversibly diminish or impair the agricultural productive capacity and open space character of the Property, the Grantee shall give the Landowner written notice of the specific violation or potential violation, and forty (45) days to correct such violation, before filing any legal action. If a court with jurisdiction over the Property determines that a violation may exist, has occurred, or is about to occur, the Grantee may obtain an injunction, specific performance, or any other appropriate equitable or legal remedy, including (i) money damages, including damages for the loss of the agricultural conservation values protected by this Easement, (ii) restoration of the Property to its condition existing prior to such violation, and (iii) an award for all of the Grantee's expenses incurred in stopping and correcting the violation, including but not limited to reasonable attorney's fees. The failure of the Grantee to discover a violation or potential violation, or to take immediate legal action to prevent or correct a violation or potential violation known to the Grantee, shall not bar the Grantee from taking subsequent legal action. The Grantee's remedies under this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. Failure or refusal to exercise any rights under the terms of this Easement by the Grantee in the event of a violation by the Landowner of any term herein shall not constitute a waiver or forfeiture of the Grantee's right to enforce any other term, condition, covenant, or purpose of this Easement. 19. Transfer of Easement. This Easement may only be assigned or transferred to a private nonprofit organization that meets the requirements of Section 815.3(a) of the California Civil Code and has similar purposes to preserve agricultural lands and open space. Such an assignment or transfer may proceed only if the organization or agency expressly agrees to assume the responsibility imposed on the Grantee by the terms of this Easement and is expressly willing and able to hold this Easement for the Conservation Purpose for which it was created. All assignment and assumption agreements transferring the Easement shall be duly recorded in San Luis Obispo County. If the Grantee should desire to assign or transfer this Easement, the Grantee must obtain the prior written permission from the Landowner, which permission shall not be unreasonably withheld or delayed. Landowner's failure to respond in writing within forty-five (45) days of receiving written notice from Grantee of a proposed assignment shall constitute Landlord's permission for such an assignment. Any such transfer made without the prior written permission of the Landowner shall be deemed void and unenforceable. Page 9 of 17 San Luis Ranch - AgrICuIUWf11 Conservation Easement (0 /-2,-20 / 91) 20. Merger of Title. Pursuant to California Civil Code at Part 2, Chapter 4, (commencing with section 815), which defines and authorizes perpetual conservation easements; this Easement shall run with the land in perpetuity except as otherwise expressly provided herein. Every provision of this Easement that applies to the Landowner or the Grantee shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear. In drafting this Easement, Grantor and Grantee each acknowledge Grantee's potential future acquisition of fee title as to a portion of the Property in order to accommodate future improvements related to the proposed Prado Road interchange project. It is the express purpose and intent of this section to expressly acknowledge and agree, in the event Grantee acquires fee title to any portion of the Property, that the Easement is forever extinguished as to that portion of the Property based upon the resultant merger of the estates. 21. Transfer of Property Interest. Any time the Property itself, or any interest in it, is transferred by the Landowner to any third party, the Landowner shall notify the transferee in writing at least thirty (30) days prior to the transfer of the Property or interest, and the document of conveyance shall expressly incorporate by reference this Easement. Any document conveying a lease of the Property shall expressly incorporate by reference this Easement. Failure of the Landowner to do so shall not impair the validity of this Easement or limit its enforceability in any way. 22. Amendment of Easement. This Easement may be amended only with the written consent of the Landowner and the Grantee. Any such amendment shall be consistent with the Purpose of this Easement and with the Grantee's easement amendment policies, and shall comply with all applicable laws, including Section 170(h) of the Internal Revenue Code, or any regulations promulgated in accordance with that section, and with Section 815 et seq. of the California Civil Code, and the California Farmland Conservancy Program Act as codified in Section 10200 et seq. of the California Public Resources Code, and any regulations promulgated thereunder. No amendment shall diminish or affect the perpetual duration or the Purpose of this Easement, nor the status or rights of the Grantee under the terms of this Easement. This Easement and any amendment to it shall be recorded in San Luis Obispo County. Copies of any amendments to this Easement shall be provided to the City of San Luis Obispo within 30 days of recordation. Page 10 of 17 San Luis Ranch -- Agl'ICUItUra1 Conservation Lasemem r01-25-201 JI 23. Termination of Easement. (a) The Easement, or portion thereof, may be terminated as provided in paragraph 20 above. Termination of the Easement through condemnation is subject to the requirements of Section 10261 of the Public Resources Code, the eminent domain laws of the State of California, federal law, and this Easement. 24. Interpretation. (a) References to specific authorities in this Easement shall be to the statute, rule, regulation, ordinance, or other legal provision that is in effect at the time this Easement becomes effective. (b) No provision of this Easement shall constitute governmental approval of any improvements, construction or other activities that may be permitted under this Easement. 24. Notices. Any notices to the Landowner and the Grantee required by this Easement shall be in writing and shall be personally delivered or sent by First -Class Mail to the following addresses, unless a party has been notified by the other of a change of address: If to Grantee: Michael Codron Community Development Department 919 Palm Street San Luis Obispo, CA 93401 With Copy to: J. Christine Dietrick City Attorney 990 Palm Street San Luis Obispo, CA 93401 If to Landowner: Gary Grossman MI San Luis Ranch, LLC c/o Coastal Community Builders, Inc. 330 James Way, Suite 270 Pismo Beach, CA 93449 With Copy to: Steven Spierer Spiererl Woodward IC orbalis JGoldberg 707 Torrance Boulevard, Suite 200 Redondo Beach, CA 90277-3400 Page 11 of 17 San LUIS Ranch - Agricultural Conservation Easement (0/-3)-20/9) 25. The Landowner's Environmental Warranty. (a) Nothing in this Easement shall be construed as giving rise to any right or ability in the Grantee to exercise physical or management control over the day-to-day operations of the Property, or any of the Landowner's activities on the Property, or otherwise to become an "owner" or "operator" with respect to the Property as those words are defined and used in environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), as amended or any corresponding state and local statute or ordinance. (b) The Landowner warrants that it has no actual knowledge of a release or threatened release of any Hazardous Materials on, at, beneath or from the Property, except as otherwise disclosed in public records. Moreover, the Landowner hereby promises to defend and indemnify the Grantee against all litigation, claims, demands, penalties and damages, including reasonable attorneys' fees, arising from or connected with the release or threatened release of any Hazardous Materials on, at, beneath or from the Property, or arising from or connected with a violation of any Environmental Laws. The Landowner's indemnification obligation shall not be affected by any authorizations provided by the Grantee to the Landowner with respect to the Property or any restoration activities carried out by the Landlord at the Property; provided, however, that the Grantee shall be responsible for any Hazardous Materials released at the Property by the Grantee or Grantee's Agents or Assigns. (c) The Landowner warrants that it shall remain in compliance with, all applicable Environmental Laws. The Landowner warrants that there are no known notices by any governmental authority of any violation or alleged violation of, non-compliance or alleged non-compliance with or any liability under any Environmental Law relating to the operations or conditions of the Property. (d) "Environmental Law" or "Environmental Laws" means any and all Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, guidelines, policies or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct (including common law) concerning air, water, solid waste, Hazardous Materials, worker and community right -to -know, hazard communication, noise, radioactive material, resource protection, subdivision, inland wetlands and watercourses, health protection and similar environmental health, safety, building and land use as may now or at any time hereafter be in effect. (e) "Hazardous Materials" means any petroleum, petroleum products, fuel oil, waste oils, explosives, reactive materials, ignitable materials, corrosive materials, hazardous chemicals, hazardous wastes, hazardous substances, extremely hazardous substances, toxic substances, toxic chemicals, radioactive materials, infectious materials and any other element, compound, mixture, solution or substance which may pose a present or potential hazard to human health or the environment or any other material defined and regulated by Environmental Laws. Page 12 of 17 San Luis Ranch Aencultural Conservation Easement (01-15-_ 0 IQ) (f) If at any time after the effective date of this Easement there occurs a release, discharge or other incident in, on, or about the Property of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, the Landowner agrees to take any steps that are required of the Landowner with respect thereto under federal, state, or local law necessary to ensure its containment and remediation, including any cleanup. 26. The Landowners Title Warranty; No Prior Conservation Easements. The Landowner represents and warrants that it owns the entire fee simple interest in the Property. Any and all financial liens or financial encumbrances with priority over this Easement existing as of the date of the recording of this Easement have been or will be subordinated, other than liens associated with secured tax assessments. The Landowner represents and warrants that the Property is not subject to any other conservation easement whatsoever. 27. Granting Subsequent Easements, Interests in Land, or Use Restrictions. When permission of the Grantee is required pursuant to Section 5, the Landowner may hereafter grant subsequent easements, including conservation easements, interests in land, or use restrictions on the Property. 28. Severability. If any term, provision, covenant, condition, or restriction of this Easement is held by a court of competent jurisdiction to be unlawful, invalid, void, unenforceable, or not effective the remainder of this Easement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 29. Entire Agreement. This Easement is the final and complete expression of the agreement between the parties with respect to the subject matter contained herein. Any and all prior or contemporaneous agreements with respect to this subject matter, written or oral, are merged into and superseded by this written instrument. 30. Acceptance. As attested by the signature of the Mayor, as authorized by the San Luis Obispo City Council, the Grantee hereby accepts the rights and responsibilities conveyed by this Deed of Agricultural Conservation Easement. In Witness Whereof, the Landowner and the Grantee, intending to legally bind themselves, have set their hands on the date first written above. Page 13 of 17 San Luis Reich - A_21 icultwal Conservation Easement /O/-25-20/9) GRANTEE: CITY OF SAN LUIS OBISPO /r- , (Z)/- Heidi rm , Mayor APPROVED AS TO FORM: GRANTOR: MI SAN LUIS RANCH, LLC, a Delaware limited liability company By: MI Entitlements IV, LLC A Delaware limited liability company Its: Manager By: Presidio Merced Land IV Passive, LLC . A Delaware limited liability company Its: Co -Manager By: Michael . S Ivan Its Authorized Representative By: GGCCB, LLC A California limited liability company Its: Co -Manager BY• Z laery�ssman Its Member [ACKNOWLEDGEMENTS ATTACHED.] Page 14 of 17 San Luis Ranch - AgrlCLAUral Conservation Easement (01-25-20i9). CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of " --�--+3 Q\ On -ZG.Z1.,a.Xy Z.�l ZlJ�4� before me,C��`�� 1 Date Here Insert Name and Title of tho Officer personally appeared . 0,,.: -� Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. " h KEVIN R. CHRISTIAN Notary Public - California San Luis Obispo County > x Commission 4 2302534 `'� •p•"� My Comm. Expires Aug 22. 20Z3 Place Notary Seal and/or Stamp Above 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 . I�IA,,Y— Signaiure of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Title or Type of Document: I'-'"ti,-, cis \Ar--1Y01 Document Date: ' U__ tzo \-1 Signer(s) Other Than Named Above: Number of Pages: Capacity(ies) Claimed by Signer( j Signer's Name: t"\,,V z�\-���1v�"^ Signer's Name: ti Cy- v2!SS V'- -�^ ❑ Corporate Officer - Title(s): ❑ Corporate Officer - Tltle(s): ❑ Partner - ❑ Limited ❑ General ❑ Partner - ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee 11 ❑ Guar an or Cons�ry for ❑ Trustee ❑ Guardian or onservator ErOther: r5 JaC xv Z^� � i�5��1_ ___ �t ZrOther: A-. Signer is Representing: Signer is Representing. 02018 National Notary Association CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 W1iat0MOZI iq�+e.;_tWsiis:IIsa;A%I�Z: ;W ""031si1%xllWWI02 W, " i§¢OKW;s?I-A;§��z## i A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ,5 D Ontl.�q r before me,a7 4 Date Here Insert Name and Title of the bfficer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. SHERI F. KASTRAVA Notary Public - California San Luis Obispo County Commission N 2263811 My Comm. Expires Oct 22, 2022 Place Notary Seal and/or Stamp Above 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 �Erlri a___ Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — ❑ Partner — ❑ Limite ❑ Individual ❑ Trustee ElOther: Signer is Representing d Title(s): ❑ General ❑ Attorney in Fact ❑ Guardian of Conservator 1 W*ak i40 ;33503343Cfii41".031Wi#.Mf Vo ©2017 National Notary Association ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truth- fulness, accuracy, or validity of that document. State of _ County of Minnesota Hennepin On 2/14/19 before me, Amy Sundell, Notary Public (insert name and title of the officer) personally appeared Michael M. Sullivan who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing para- graph is true and correct. WITNESS my hand and official seal. Signature Seal 9 (Seal) AMY SUNDELt s� T' 1VOTARYPU13LIC MINNE$OrA MYCnIrrM�iartF"+urn i3nnary3i, 2oz0 EXHIBITS Exhibit A (Legal Description) Exhibit B (Description of Existing Improvements) Page 15 of 17 San Luis Ranch —A�NICLIIWral Conservation Casement (0/-7.) -_'0/9) Exhibit A (Legal Description) Property Legal Description Lot 10 shown on the map of Tract 3096 recorded on Q //4 , 20 AU in Book qD of Maps, Pages 1 `7 through'j-3 , inclusive, in the office of the County Recorder of the County of San Luis Obispo, State of California; and / Lot 309 shown on the map of Tract 3096 recorded on q �� , 20 0 in Book `�l O of Maps, Pages 1'7 through 9�3 , inclusive, in the office of the County Recorder of the County of San Luis Obispo, State of California; and Lot 310 shown on the map of Tract 3096 recorded on q //L , 20'90 in Book L�o of Maps, Pages 1'7 through 43, inclusive, in the office of the County Recorder of the County of San Luis Obispo, State of California. Lot 311 shown on the map of Tract 3096 recorded on q , 20 0 in Book qU of Maps, Pages `/ through 413 , inclusive, in the office of the County Recorder of the County of San Luis Obispo, State of California. Page 16 of 17 San Luis Ranch - Avncultural Conservation L-asemern (01-35 - 2010) Exhibit B (Depiction of Existing Improvements) Page 17 of 17 San Luis Ranch — .A2rlCUITUral Conservation Easement (01-25-=0/9) 2 4 rl �I � _ � a I J,� 3 LOT 304 � I it LOT 10 LOT 8 I I i a II LOT 311 m I III LOT 310 a LOT 309 I _ NOTES.: �1 BIORETENTION �2 STORM DRAIN J� SANITARY SEWER & FIBER OPTICS CONDUIT SANITARY SEWER AGRICULTURAL ACCESS ROAD �6 BILLBOARD �7 CITY COMMUNICATION CONDUIT WATER WELL EXHIBIT B 0 300 600 SAN LUIS RANCH EXISTING IMPROVEMENTS - AGRICULTURAL AREA q CITY OF SAN LUIS OBISPO, CALIFORNIA 3 INCH = 300 FEET DRAWN BY CHECKED BY SCALE DATE JRP SJR 1" = 300 1/16/2020 END OF DOCUMENT