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HomeMy WebLinkAboutD-2000A - Grant Deed Filipponi Ecological ReserveRECORDING REQTJESTED BY First American Title AND WHEN RECORDED MAIL TO: City of San Luis Obispo Dr. Neil Havlik, Natural Resources Mgr 990 Palm Street San Luis Obispo, CA 93401 Herbert W. Filipponi and Diane E. Filipponi, Trustees of the Filipponi Family Trust, dated December 4,1995 and all trustees By Herbert W Trustee Diane E. Filipponi, Doc No: 2000-019350 Official Records San Luis Obispo Co. Julie L. Rodewald Recorder Apr 12, 2000 Time: OB:00 Rpt No NF -1 00025983 0.00 t8l TOTAL 0.00 Space Above This Line for Recorder's Use Only A.P.N.: 076-061-057, 076-061-058 AND Order No.: 37925-YW Escrow No.: 37925-YW 076-12L0r8 R'.RATED ARE/* GRANT DEED '(er i/ ?4e THE UNDERSIGNED GRANToR(s) DECLARE(s) THAT DoCUMENTARY TRANSFER TAX IS: CoUNTY U--*4----t x I comouted on full value of Drooertv conveved. ort i comiluted on full value lesi vfiuebf liens"or i:ncumbrances remaining at time of sale, I x ] uninborporated area; ["'@, and FOR A VALUABLE CONSIDERATION, Receipt of which is hereby acknowledged, Herbert W. Filipponi and Diane E. Filipponi, Trustees of the Filipponi Family Trust, dated December 4, 1995 and all successor trustees and Jo Ann M. Denbow, an Unmarried Woman hereby GRANT(S) to City of San Luis Obispo, a California Charter Municipal corporation therealpropertyinthe[@,or[x]UnincorporatedAreaofthe,CountyofSanLuisObispo, State of California, described as: SEE LEGAL DESCRIPTION ATTACIMD IIERETO AND MADE A PART IMREOF AS EXIIBIIT ''A'" Date: iularch 7, 2000 J M -k-g fr" Ii t".. Mail Tax Statements to: SAME AS RETURN ADDRESS ABOVE or Address Noted Below :-iIt:}rq:ti:: ;li !34:ij i)-Aooc h A.P.N. : 076-061-057, 076-061-058 AND 076-l2L-018 Document Date: March 7 ,2000 STATE OF COUNTY OF On before ^",ftr/ , //or?rY Pab/rZ subscribed to the within av @tttffir signature(g on )ss personally WITNESS my hand and official seal. s efu.@ that @ TERI FARN$WORTH coMM. 11089611 llotry Publicf alilornia Santr Cnu My Comm. Exp.llarch 01,2000 T AMERT $C}I \q.+ STATE OF CALIFORNIA COUNW OF San Luis obi S. On March 16, 2OOO before me, the undersigned, a notary public personally appeared Herbert w. Filippo.i and D , personally known to me (or 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. WITNESS my hand and official seal sig natureYb(),,r rrlra n l"L) rr-.r BARBABA A. MANiI coMM. #114255s llotaty fu trlic-Caiifrrnia San Luis Obis,:o tclii'i My Comm. Exp. june il, {OOt t) flhis area lor olficial notarial seal) Title of Document Grant Deed Ddw &,addhfldil( / / / / / / / / / / / / / / / / / / / / / / / / / / / Nu / / // / / / / / / / / / / / / / / / / / / / // / / / / / / // / / / / / / / / / / / // / / / / / / / / / / / / / / / / / // // /6M6(/s{d46il//{ 3mB (ilS4) (GeneraD First Amen-can Tfle lnsurance Company Exhibit rrArr PARCEL I GOVERNMENT LOTS 2 AND 3 OF SECTION 15 AND GOVERNMENT LOT I OF SECTION 16, ALL INTOWNSHIP 3I SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTYOF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND. EXCEPTING THEREFROM ANY PORTION OF SAID LAND LYING WITHIN THE BOUNDS OF THEPROPERTY CONVEYED TO THE STATE OF CALIFORNIA, BY INSTRUMENTS RECORDED IN BOOK78' PAGE I52; BOOK 434, PAGE 216; AND BOOK 1206, PAGE 7I4 OF OFFICIAL RECORDS, COUNTYOF SAN LUIS OBISPO. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED LAND: A PORTION OF GOVERNMENT LOTS 2 AND 3 IN SECTION 15, TOWNSHIP 3I SOUTH, RANGE 12 EAST,AND A PORTION OF GOVERNMENT LOT 1 IN SECTION 16, TOWNSHIP 3I SOUTH, RANGE 12 EAST,M.D.&M.' tN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THEOFFICIAL PLAT oF THE SURVEY oF sAID LANDS AppRovED By rHE suRVEyoR cstrEriAr--oNNOVEMBER 21,1867 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY MOST CORNER OF SAID GOVERNMENT LOT 2; SAID POINTLYING NORTH 85O3I'58- WEST, 660.17 FEET FROM A CORNER MARKED S.F. #4, AS SHOWN ON THESURVEY OF LOT 38 OF THE RANCHITA DE SANTA FE, ACCORDING TO THE OFFICIAL PLAT OF THESURVEY OF SAID LANDS APPROVED BY THE SURVEYOR GENERAL ON MAY 3, 1859 AN 8INCH BY8 INCH POST AT THE INTERSECTION OF TWO FENCE LINES ACCORDING TO THE MAP FILED INBOOK 2l OF RECORD OF SURVEYS AT PAGE 9, RECORDS OF SAID COUNTY THENCE; l) sourH85'3I'58" EAST, ALONG THE BOUNDARY OF SAID RANCHITA DE SANTA FE, A DISTANCE OF 353.15FEET; THENCE 2) NoRTH 74'04'53" EAST, 36.75 FEET; THENCE 3) NORTH 3 4"22,53" EAST, 159.06FEET; THENCE 4) NoRTH 54o46'53" EAST, 358.38 FEET; THENCE 5) NoRTH 34o32,53* EAST, 414.s3FEET TO S.F. #5, BEING THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 2; THENCE 6)NORTH 89'40'11' EAST, ALONG THE NORTH LINE OF SAID LOT 2, A DISTANCE OF 222.6IFEET TOTHE EAST LINE oF SAID LoT 2; THENCE 7) soUTH 00o15'00' wEsT, ggz.27 FEET; THENSE 8)LEAVINC THE EAST LINE OF SAID LOT 2, SOUTH 53o35'28" WEST, 232.84 FEET; THENCE 9) SOUTH39"21'31'WEST, 205.03 FEET; THENCE l0) SOUTH 83o14'28" WEST: 231O.Z4 FEET: MORE OR LESS TOA POINT oN THE soUTH LINE oF SAID LOT 2; THENCE 11) NORTH 42o49'10" Wgst, 913.25 FEET,MORE OR LESS, TO A POINT ON THE WEST LINE OF SAID LOT 2 AND ON THE EAST LINE OF SAIDLOT I, SAID POINT BEING 25 FEET FROM, MEASURED AT RIGHT ANGLES TO, THESoUTHWESTERLY LINE OF SAID RANCHITA DE SANTA FE; THENCE 12) NORTH 54o46'58" WEST,ALONG A LINE 25 FEET FROM AND PARALLEL WITH SAID SOUTHWESTERLY LINE 1293.24 FEET;THENCE 13) SOUTH 56'18'39" WEST, 16.08 FEET; THENCE 14) NORTH 54o46'5g, WEST, 4Z.7ZFEEIT,MORE OR LFSS, TO A POINT ON A NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVINGA RADIUS OF 1960.00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 34O27'07" WEST, SAIDcuRvE BEING THE SOUTHEASTERLY BOUNDARY OF SOUTH HIGUERA STREET; THENCE 15)NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF O1OI5'08"AN ARC LENGTH OF 42.83 FEET; THENCE 16) LEAVING SAID SOUTHEASTERLY BOUNDARY, SOUTH54O46'58' EAST, 1308.78 FEET TO THE POINT OF BEGINNING. Exhibit "A" continued PARCEL 2: ALL THAT PARCEL OF LOT 6 OF THE RANCHO SAN MIGUELITO, IN THE COUNTY OF SAN LUISOBISPO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POST MARKED "S.M.6" AND RUNNING THENCE SOUTH 79"45' EAST, 2181.90FEET To PosT MARKED 'S.38'; THENCE soUTH 14o30' wEsT, 751.08 FEET; THENSE soUTH 'tso4s,WEST, 1955'58 FEET; THENCE NORTH 7O WEST, 557.70 FEET TO THE WEST SIDE OF FORMER RIGHTOF WAY OF RAILROAD; THENCE ALONG SAME SOUTH IIO WEST, 130.68 FEET; THENCE WEST,166'96 FEET; THENCE NoRTH l8' EAsr, 303.60 FEET; AND THENCE NoRTH 2'wEsr, 1500.84 FEETTO THE POINT OF BEGINNING. EXCEPTTNG THEREFROM THAT PORTION CONVEYED TO W.T. SCOTT BY DEED RECORDED INBOOK 54, PATE 2OO OF DEEDS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING IN THE WESTERLY LINE OF LOT 6 OF THE SUBDIVISION OF THE SAN MIGUELITORANCHO' AT A POINT SOUTH 2" EAST, ffi1.26 FEET DISTANT FROM THE NORTHWEST CORNERS.M.6 OF SAID SAN MIGUELITO RANCHO AND RUNNING THENCE SOUTH 87O EAST, 2,653.86 FEETTO THE EAST LINE OF SAID LOT NO. 6; THENCE ALONG SAID EAST LINE SOUTH 14o30, WEST,499'62 FEET; THENCE sourH 75"45'wEsr, 1,955.58 FEET; THENCE NoRTH 89o wEsr, 4gt.ToFEET;THENCE soUTH 12" WEST, 125.40 FEET; THENCE wEsT 166.98 FEET To THE WEsT LINE OF LOTNo' 6; THENCE ALoNG SAID wEsr LINE NoRTH 15" EAST, 303.60 FEET; THENCE NoRTH 2o wEsr,899.58 FEET TO THE POINT OF BEGINNING. AISO EXCEPTING THEREFROM ANY PORTION OF SAID LAND LYING WITHIN THE BOUNDS OF THEPROPERTY CONVEYED TO THE STATE OF CALIFORNIA BY INSTRUMENTS RECORDED IN BOOK 78,PAGE I52; BOOK 434, PAGE 216; AND BOOK 1206, PAGE 714 OF OFFICIAL RECORDS, COUNTY OFSAN LUIS OBISPO. Exhibit "A" continued PARCEL 3 A NON-EXCLUSIVE EASEMENT FOR EMERGENCY AND MAINTENANCE ACCESS, BY EMPLOYEES OR OR AGENTS OF THE GRANTEE HEREIN, OVER THE FOLLOWING DESCRIBED PROPERTY: That portion of Govemment Lot z in Section 15, Township 31 South, Range 12 East and a portion of Govemment Lot 1 in Section 16, Township 31 South, Range iZ east Mount Diablo Meridian, in the County of San Luis Oblspo, State of Catifomia, according to the official plat of the survey of said lands approved by ths Surveyor General on Noiember 21,1867 described as follows: Strip No, 1 A fifteqn (15) foot wid.9 strip of land lying norttrwesterly and northeasterly of and adjacent to hefollowing described tine: Beginning at a the northeasilerly most @mer of sald Govemment Lot 2; thence South00" 15' 00'West along the East Line of said Govemment Lot 2, a distance of gg2.27 feettothetruepointofbeginning;thenceleavingsaidEaEtLine;. 1. South 53'35'28" West 232.94 feet; thence 2. South 39o 21t 31" West, ZOS.O3 feet; thence 3. South 83o 14'28" West zg}.z4feet, more or less to a point on he South line of saidLot2; thence 4. North 47o 49' 10" west, g13.zs feet, more or,"rr, to a point on the west line of.saidLot 2, said point bing twenty-five (25) feet from, meisured at right angtes to theSoulhwesterly line of said nancfria ie banta Fe; said point being tiereinafter knor,vnas "Point A'. Strio No.2 l..nuqntv-Iv€ (25) foot wide strip of land lying northeasterty of and adjacent to thefollowing described line: Beginning at the above described "point A,; thence North g" 461 58" Wesl algn-o a line twgnty-five (2s) feet southwesterly, measured atright angles from and parallel with said South*"rierty finL of Ranchita Ce Santa F;,;distance of 1336 feet, more or less, to a point on $re Soutneasterry oounca,ry of SouthHiguena.Street. The sidelines of said_ strips 3fe t9 lengthened or shortened, as necessary, to meet theEasl line of said Govemment Lot 2 ano-tre southeastetrv ii.; of south Higuil street The above described strips are graphically shown on Exfribit B attaclred hereto andmade a part hereof. THE FOREGOING EASEMENT SHALL NOT BE USED BY THE GENERAL PUBLIC FOR ACCESS TO GRANTEESPROPERTY FOR ANY PURPOSE' GRANTEE SHALL PAY FOR ANY DAMAGE CAUSED BY ITS USE OF SAIDEASEMENT. f-(ohtc! c! ci2 s E t- F s R IT t{?T s ,ffi#" $s s.F trdfr"$f,:iddY# #{-ryTS frHr I".d}'tr ## 18 DDS 232 STRIP NO. 2 251 IIAINTENANCE ACCESS EASnNENT POINT A flw $sfsf,fstffrp ft.41f*h# P. il.#'r f strs, fs S.F. 2 saffi"ffi {"sr iHflsffi*:tr: e$.sf ,s*ffis q \) m F m -X[J b F 222.69 IO7 MERCER P'RCEL'A, 20.05 tcREs *#"r f .ffi* $s S.F.4 sTRtP NO. I IS,MAINTENANCE ACCESS EASEMENT elE zl3 Il5 rlR frlEalJ i,le olo ? lriI ttr '|fr fil; El8 oj-a fiFt HEHz:uvlldo< Fzlrl LrJa lrJ av)tdO() { hJ C)z z.hlF z. WSIHt?,fsoB,spo CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by GRANT DEED dated March 7,2000, from HERBERT and DIANE FILIPPONI and JOANN DENBOW, is hereby accepted by the undersigned officer on behalf of the City Council pursuant to authority conferred by Resolution No. 5370 (1984 Series), recorded June 15, 1984, in Volume 2604, Official Records, Page 878, San Luis Obispo County, California, and the Grantee consents to recordation thereof by its duly atrthoizedofficer or his agent. ,2000. CITY OF SAN LUIS MayorAllen City END OF DOCUMEf{T l t$il"-\'k {ecoqdo-<J ) ot. - --I CONTINGENT PURGHASE AND SALE AGREEMENT This CONTINGENT PURCHASE AND SALE AGREEMENT is entered into by and between the CITY OF SAN LUIS OBISPO ("Buyed'), a California Charter Municipal Corporation, and HERBERT FILIPPONI AND JO ANN DENBOW ("Sellef'), pursuant to the following recitals: WHEREAS, Buyer is a California charter MunicipalCorporation; and WHEREAS, Buyer, acting through its City Council and through adopted public procedures, has determined that certain lands surrounding the city of San Luis Obispo are important to the scenic character, healthy natural environment, and economic and social well being of the community and its citizens, and has identified these lands as the San Luis Obispo Greenbelt; and WHEREAS, within said Greenbelt, Buyer seeks to preserve and conserve characteristics such as visual quality, wildlife habitat, healthy agricultural economy, and rural setting through a variety of techniques and programs, including purchase of land; and WHEREAS, Seller is owner of certain lands which lie within said Greenbelt, and which are of scenic, ecological, and agricultural value to the City of San Luis Obispo; and WHEREAS, the purchase of said land in the judgment of Buyer would act to preserve the values indicated above and serve an important municipal purpose; and WHEREAS, Seller wishes to protect the scenic character, natural environment, security and development of Seller's retained property that adjoins said land. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: CITY OF SAN LUIS OBISPO hereby agrees to purchase, and HERBERT FILIPPONI AND JOANN DENBOW hereby agree to sell, all of Seller's right, title and interest in that certain real property in the County of San Luis Obispo, together with all easements, rights and appur:tenances thereto (specifically including all water and mineral rights), described in Exhibit A attached hereto, subject to the terms and conditions of the Agreement. Said property is hereinafter referred to as the "Property" and generally depicted in Map Exhibit B attached hereto. 1.PURCHASE PRICE (a) The purchase price for the property is Five Hundred Seventy Five Thousand Dollars ($575,000.00), payable by cashier's check or wire transfer to Seller at close of escrow. 2. CONVEYANCE Conveyance. Title to the Property shall be conveyed by Grant Deed and shall be insured by a CLTA (or at Buyer's election, an ALTA) owners policy of title insurance in the amount of the purchase price, showing title vested in Buyer, subject only to those exceptions listed in the Preliminary Title Report and/or Supplemental Report approved or deemed approved by Buyer. 3. CONDITIONS PRECEDENT FOR BENEFIT OF BUYER Buyer's obligation to purchase the Property is expressly conditioned upon the satisfaction, deemed approval, or Buyer's waiver of each of the following conditions: (a) Title Report. Buyer's approval of the preliminary title report for the Property (the "Preliminary Title Report"). (b) Buyer shall have ten (10) calendar days after the receipt of the Preliminary Title Report and copies of all documents referenced therein, to give Seller and Escrow Holder written notice of Buyer's disapproval of any specific title exception (other than an exception to be removed at the close). Buyer shall have ten (10) calendar days after receipt of any Supplemental Report to similarly disapprove any new title exception. The Freliminary Title Report and such Supplemental Reports, if any, shall be deemed approved as to all items not disapproved by buyer within the 10 calendar day period to disapprove the same. (c) lnspection and Approval of Property. Buyer's inspection and approval of the Property and all improvements thereon. Buyer shall have thirty (30) calendar days from the execution of this Agreement to give Seller and Escrow Holder written notice of Buyer's disapproval of any specific condition of the Property. The condition of the Property shall be deemed approved if not disapproved by Buyer within such 30 calendar day period. Buyer may at Buyer's option and expense obtain a noise study, a soils investigation, a Phase I or Phase ll environmental report or any other investigation that the Buyer deems necessary concerning the physical condition of the property, provided that the closing shall not be extended thereby without Seller's consent. Access to the property shall be given to Buyer, its agents and authorized representatives during normal business hours upon at least one (1) business day's notice to Seller, at their own cost and risk, for any purposes relating to Buyer's conditions. Buyer shall indemnify and defend Seller against and hold Seller harmless from all losses, costs, damages, liabilities, and expenses, including, without limitation, reasonable attorney fees arising out of Buyer's entry onto the Property or any activity thereon by Buyer or its agents, or authorized representatives prior to the Close of Escrow, except to the extent any such losses, costs, damages, liabilities, and expenses arise out of the negligence or willful acts of Seller. ln the event of any claim of lien for materials supplied, or labor or professional services performed on behalf or at the request of Buyer, Buyer shall promptly satisfy and discharge such lien at its sole cost and expense upon demand therefore by Seller. Buyer shall repair any and all damages to the property caused by any such tests and inspections. Any entry onto the Property by Buyer or its agents, or authorized representatives shall be at reasonable times. The provisions of this Section shall survive the Close of Escrow. (d) Approval by Granting Agencies. Approval of the expenditures by the two State granting agencies, in accordance with their regulations. The agencies and grant amounts are: California Department of Parks and Recreation, $100,000 California Department of Transportation (Caltrans), $250,000 (e) Lot Line Adjustment and Certificates of Comoliance. Approval by the County of San Luis Obispo of a lot line adjustment creating a parcel of 74 acres, more or less, which parcel shall be the property to be conveyed to Buyer at the close of escrow under this Agreement. Said parcel to be conveyed shall carry with it two (2) certificates of compliance, leaving one (1) certificate of compliance associated with Seller's retained property. (f) Buyer's Disapproval and Election. Buyer shall have ten (10) calendar days after giving its notice of disapproval of either title under subparagraph (a), or the condition of the property under subparagraph (c); to elect in writing given to Seller and Escrow Holder to (i) terminate its obligations under this Agreement, or (ii) waive its objections, or (iii) elect to correct the subject or objection, in which case Seller wil{ provide reasonable assistance to Buyer to cure the same, provided that Seller is not obligated to cure such defect or bear any expense thereby. The close of escrow shall not be extended by reason of such disapproval or the period to cure, if any, without Seller's consent. Notwithstanding the foregoing, if Buyer elects to terminate its obligations under this Agreement, such election shall be of no force of effect if Seller is able to remove or cure the defect disapproved by Buyer at the Closing. 4. CONDITIONS PRECEDENT FOR BENEFIT OF SELLER Seller's obligation to sell the Property is expressly conditioned upon the satisfaction, deemed approval, or Seller's waiver of each of the following conditions: (a) Title Reoort. Seller's approval of the title to be conveyed to Buyer and the title to Seller's Retained Property after satisfaction of condition 3(e) above, provided that such approval shall not be unreasonably withheld. (b) Performance. Buyer's performance of all of the obligations which it is required to perform pursuant to this Agreement. 5.ESCROW (a) Escrow. Buyer and Seller will establish an escrow ("Escrow") with Escrow Agent within ten (10) calendar days of the execution of this Agreement, subject to the provisions of the standard conditions for acceptance of escrow and the terms and conditions in this Agreement, with a signed counterpart of this document to be delivered as escrow instructions to Escrow Holder. ln the event of any conflict between the terms of this Agreement and the standard conditions for acceptance of escrow, the terms of this Agreement and the standard conditions for acceptance of escrow, the terms of this Agreement shall control. (b) Closinq Date. The close of Escrow shall occur as soon as possible after a copy of this Agreement (executed by both Buyer and Seller) is deposited with the Escrow Holder, but in no event later than March 30, 2000, unless extended by mutual agreement of the parties. (c) Costs. Buyer shall be responsible for all reasonable expenses associated with the lot line adjustment described in Paragraph 3(e) above, and shall pay all of same in timely manner. (d) Prorations and Fees. (i) Real property taxes and rental income shall be prorated to the close of escrow. (ii) Seller shall pay (1) the documentary transfer tax, (2) the premium for a CLTA policy of title insurance, and (3) recording fees. lf Buyer elects an ALTA policy of title insurance, Buyer shall pay the portion of the premium that exceeds the premium for a CLTA policy of title insurance. (iii) All Escrow fees shall be'borne equally between Buyer and Seller. All other fees and costs shall be allocated according to custom in San Luis Obispo County. 6. REPRESENTATIONS,WARRANTIES,ANDAGREEMENTS (a) Authorized Representative. Buyer and Seller hereby represent and warrant to each other that the persons who sign this agreement and any other documents required to be executed by such party to perform its obligations hereunder, shall have all requisite power and authority to have entered into this Agreement, and that all authorizations required to be obtained by or on the part of such party to execute and perform this Agreement have been obtained. (b) Proof of Citizenship. Seller is not a foreign person as such term is used in Section 1445 of the lnternal Revenue Code. Prior to the Close of Escrow, Seller shall deposit in Escrow a non-foreign affidavit as provided under said Section 1445. (c) Delivery of Propertv. Possession of the property shall be delivered by Seller to Buyer upon the close of Escrow in an "AS lS - WHERE lS" condition and Seller makes no warranty with respect thereto. Seller may remove, at Seller's expense, prior to the Close of Escrow all personal property and trade fixtures on the property. (d) Leqal Actions. Each of the parties represents and warrants to the other that as of the Close of Escrow there are no actions, suits, or legal proceedings related to the ownership, use, operation or sale of the Property and that such party has not received any notice that any such actions are pending or threatened. l (e) Brokers. Buyer and Seller each represent to the other that each knows of no claim for broker's or finder's fees or other commissions in connection with this transaction. lf any broker or finder asserts a claim for a commission or finder's fee, the party through whom the broker or finder makes this claim shall indemnify the other party for any and all costs and expenses (including attorney's fees) incurred by the other party in defending the same. (f) Requirement to Meet and Confer Reqarding Certain lmorovements to Seller's Retained Property. Buyer and Seller agree that Seller retains the right to construct a single family residence on the retained property, together with outbuildings consistent with the zoning designation of the property as of the date of Close of Escrow, and that such right is under the jurisdiction of the County of San Luis Obispo. Seller agrees, however, that any such construction shall also be subject to the reasonable review of Buyer, represented by its Community Development Director, as to location, general size, appearance, and configuration of buildings, and other reasonable matters of review. Buyer and Seller agree to meet and confer in good faith to jointly review plans for such construction by Seller prior to the time of submittal of such plans to the County of San Luis Obispo, with the mutually agreed goal of minimizing the visual impact of the development and preserving the rural character of the area. Buyer agrees that it will not unreasonably or arbitrarily withhold comment, and Seller agrees that it will give good faith consideration to such comment, and that such comment shall be reflected in submittals to the County of San Luis Obispo. (g) Agricultural leases. The two existing agricultural leases on the Property are permitted to continue to the.end of their existing terms (December 31, 1999), atwhich time said leases will terminate. The agricultural tenants, however, shall have the right to harvest their crops. (h) Use of Groundwater. Seller reserves the right to install a well or wells for irrigation and domestic purposes on his retained property. Seller agrees, however, that groundwater produced from such well or wells shall only be used on the retained property and shall not be exported for any purpose. (i) Maintenance Access Easement. Buyer is hereby granted a non-exclusive easement to use the road to Seller's retained property for emergency and maintenance access by employees or agents of Buyer to Buyer's property. Such road shall not be used by the general public for access to Buyer's property for any purpose. Buyer shall pay for any damage caused by its use of said road. 7.NOTICES All notices, communications, consents, approvals and disapprovals required or permitted hereunder must be in writing and shall be delivered by personal delivery, facsimile, or deposited in the United States mail, postage prepaid and addressed as follows: TO BUYER:City of San Luis Obispo Dr. Neil Havlik, Natural Resources Manager 990 Palm Street San Luis Obispo, CA 93401 Telephone (805) 781-7211 TO SELLER Herbert Filipponi 2050 Southwood Drive San Luis Obispo, CA 93401 Telephone (805)543-4959 The foregoing addresses may be changed by written notice. lf served personally, or by facsimile, service shall be conclusively deemed made at the time of service. lf served by mail, service shall be conclusively deemed made seventy-two (72) hours after deposit thereof in the United States mail. 8. MISCELLANEOUS (a) Entire Agreement. This Agreement, and the exhibits hereto, contains the entire agreement between the parties hereto. No modification or addition to any term or provision hereof shall be effective unless made in writing and signed by both parties hereto. The captions and headings in this Agreement are for reference only and shall not be deemed to define or limit the scope or intent of any of the terms, convenants, conditions or agreements contained herein. (b) Attorneys' Fees. lf litigation is commenced between the parties, the prevailing party in that litigation shall be entitled to recover from the nonprevailing party all reasonable attorney fees and costs. (c) Survival. All of the terms, provisions, representations, warranties,.and covenants of the parties under this Agreement shall survive the Close of Escrow and shall not be merged in the Deed or other documents. (d) Successors. This Agreement shall inure to the benefit of and shall be binding upon the parties to this Agreement and their respective heirs, successors, and assigns. (e) Governing Law. This Agreement shall be governed and construed in accordance with California law. (f) Time of Essence. Time is of the essence in this Agreement (g) Offer and Acceptance. This Agreement shall be of no force or effect whatsoever until signed by authorized representatives of both Buyer and Seller. (h) Exhibits. Legal Description - 74 acres, more or less, and maintenance access easement Map "Selled' HERBERT FILIPPONI J ANN DENBOW A B Date: ts'l5-1q "E!.ret'' CITY OF SAN LUIS OBISPO by: ALLEN K. SETTLE,YOR Date: ./l- / Date APPROVED AS TO FORM 9-tr-rq Lee MC City Clerk Exhibit A Legal Description (To be provided prior to close of escrow) Exhibit B Map (To be provided prior to close of escrow)