HomeMy WebLinkAbout06-05-2012 b3 approval agreement filipponi & twisselman families to purchase real property for open space conservation purposesMeeting Date
6/5/1 2
Item Number B 3
counci lj acEnaa uepou t
C I T Y O F S A N L U I S O B I S P O
FROM :
Michael Codron, Assistant City Manage r
Prepared by:
Neil Havlik, Natural Resources Manage r
SUBJECT : ADOPTION OF A RESOLUTION APPROVING A BARGAIN SAL E
AGREEMENT WITH THE FILIPPONI AND . TWISSELMAN FAMILIES T O
PURCHASE 89 ACRES OF PROPERTY ABOVE JOHNSON AVENUE ,
AND APPROPRIATING AN ADDITIONAL $67,500 OF HALF-CENT .
SALES TAX (MEASURE Y) FUNDS TO COMPLETE THE . TRANSACTIO N
RECOMMENDATIO N
Adopt a resolution :
1.Approving the Bargain Sale Agreement for Purchase and Sale of Rea l
Property with Herbert and Diane Filipponi, Darrell and Nola Twisselman, an d
Kenneth and Rosemary Twisselman for 89 acres of land above Johnson
Avenue in the unincorporated area of San Luis Obispo County, as a "bargain "
(i .e ., below market value) purchase, and subject to non-substantive change s
approved by the City Attorney ;
2.Transferring $67,500 from the Unallocated Reserve resulting from the over -
realization of the City's half-cent sales tax (Measure Y) revenues in th e
current fiscal year to the Open Space Capital Improvement Fund ; and
3.Authorizing the negotiation of an amendment to the existing conservatio n
easement held by the Land Conservancy of San Luis Obispo County coverin g
the former Bowden Ranch at Reservoir Canyon Natural Reserve to include th e
purchased property .
DISCUSSION
Backgroun d
The ridge above Johnson Avenue east of the City of San Luis Obispo is one of the City's premie r
natural visual resources . In 1893 a large farm and ranch holding in what is now the Johnson
Avenue-Sydney Street area of San Luis Obispo and extending well up onto that scenic ridge wa s
subdivided into what was known as the Goldtree Vineyard Tract . Over the years, most of thi s
tract was developed and annexed into the City of San Luis Obispo, however, ten large lots on th e
hillside have not been developed . A 2006 proposal for development of a total of sixteen ne w
residences on those lots (now owned by the Herb Filipponi, Darrell Twisselman and Kennet h
Twisselman families, and by John and Carole King) generated significant controversy in th e
neighborhood, and led to the ultimate rejection of the project proposals .
Since 2007 the Filipponi and Twisselman families have unsuccessfully sought Count y
recognition of six "certificates of compliance", which would formally recognize the old lines of
Council Agenda Report Bargain Sale Agreemen t
Page t
the Goldtree Vineyard Tract in that area . In August 2011 the City Council authorized staff t o
begin negotiations with the owners regarding a purchase concept similar to that by which the Cit y
purchased a portion of the Froom Ranch . Following that authorization, staff negotiated a
tentative purchase agreement with the owners that would have created a public lot of 83 .5 acres,
while leaving in private ownership a 5 .5 acre rural residential parcel, which could be sold an d
developed . The fair market value of the 83 .5 acre public lot was determined to be $190,000 b y
an independent appraisal completed in January 2012 . At that time, other final negotiation s
regarding a conservation easement on the residential parcel began .
However, as negotiations neared their conclusion earlier this year, the families informed staff tha t
it was their wish to sell the entire property and not be left with the 5 .5 acre parcel . Citing the
simple wish to be done with a property that had been problematic to them in recent years, th e
families eventually agreed to the sale of the entire property for $250,000 . Staff further evaluate d
the proposal by obtaining a "Comparative Market Analysis (CMA)" from the firm which ha d
done the earlier appraisal . This CMA identified twelve properties in the San Luis Obispo are a
that were judged to be similar in terms of size, rural location, or have other features that len t
themselves to comparison (such as difficulties in development). That data suggested that th e
sales price proposed is below-market, and therefore the City Council authorized staff to mov e
forward with negotiations on the proposed terms, recognizing that expenditure of additional cit y
monies to reach what would be the new sale price would be required .
During the subsequent negotiations to finalize a proposed bargain sale agreement, the seller s
have requested that the City assume the transactional costs associated with the sale of th e
property (escrow, title insurance, and notary fees) in recognition of their transfer of the propert y
for below market value . Because staff believes the acquisition to represent a good bargain for th e
City, staff recommends Council authorize the additional funds necessary to cover the closin g
costs, which are estimated not to exceed $5,000 .
Laying a Potential Controversy to Res t
The development proposals for this property and the neighboring King property generate d
significant public controversy in 2006 when the proposals were before the City Council . Today ,
however, the Filipponi and Twisselman families have determined that they do not wish to pursu e
any development options on the property and, in fact, are willing to sell the property fo r
conservation purposes at a below-market price . This decision also obviates the need for creatio n
of a public lot or for any other involvement by the County of San Luis Obispo . Because of th e
past controversies involving the Goldtree Vineyard Tract, staff believes that placement of a
conservation easement over the property will ensure its permanent protection . The simplest wa y
to do this is to amend the existing conservation easement on the adjacent Bowden Ranch portion
of Reservoir Canyon Natural Reserve, held by the Land Conservancy of San Luis Obisp o
County, to include this property as well . If directed by Council, staff will work with the Lan d
Conservancy to make necessary amendments to ensure the protection of the property as ope n
space in perpetuity .
Council Agenda Report – Bargain Sale Agreemen t
Page 3
FISCAL IMPACT
The most significant fiscal impact of the project is the request for an additional $67,500 fro m
Measure Y funds to cover the total cost of the transaction . Because the modified transactio n
involved a clear benefit to the community, satisfied sellers issues, and constituted a below-marke t
transaction, staff felt that the request was justified . In discussion with Council regarding the
negotiations, Council agreed that such was the case, and since Measure Y revenues had exceede d
predictions in the current fiscal year, this one-time expenditure was considered reasonable an d
appropriate .
Long term costs of ownership of the property include property taxes of $2,500 per yea r
(increasing by 2% annually per Proposition 13 rules). It is possible that placement of th e
conservation easement will reduce the property's assessed value and hence the tax obligation .
Costs will also include maintenance and patrol, for items such as trail maintenance and wee d
management near Alrita Street . This trail construction, maintenance, and patrol will result i n
added annual costs to the Ranger Program for added patrol and ongoing maintenance of the trail .
Those costs (as well as other costs associated with recent land acquisitions) are not presently i n
the Ranger Services budget, but will be identified in the 2013-15 Financial Plan process as par t
of an anticipated significant operating program change .
The title insurance report indicates two exceptions, one which is related to road access to th e
property, and the other a water right held by the property . These exceptions could result in som e
future cost obligations . Legal access to the property is from Akita Street, which is outside of th e
city limits and is a private street . A maintenance agreement for the road exists, and includes a
formula for cost allocation for those using the road . This agreement, recorded in 1976, assumed
that the Goldtree property would eventually be developed with six homes, and allocated cost s
accordingly . For the subject property, this assessment would total $178 per year . However,
according to Mr . Filipponi, neither the financial nor the administrative provisions of th e
agreement have ever been put into effect and no monies have ever been collected from any of th e
parties to the agreement for such maintenance . Also, several undeveloped parcels were assigne d
an allocation of zero until such time as they were developed . Staff wishes to alert the Counci l
that there is a possibility of some future cost for the City's reasonable share of road use, however ,
this is expected to be minimal and the agreement would appear to need renegotiation befor e
anything would happen as it is clearly out of date .
The other agreement grants the Goldtree lots access to water from an existing well on th e
adjacentHoldgrafer property, and an obligation to help pay for upkeep of the well, however, th e
right is for domestic water use and it appears that, unless the Goldtree properties are to b e
developed and require water for domestic use, neither the right nor the obligation would tak e
effect . Under City ownership with a conservation easement held by the Land Conservancy an y
such development would be prohibited, hence this obligation would be moot .
ALTERNATIV E
The Council could reject or suggest amendment of the Agreement . However staff does not
recommend this alternative, as the proposed agreement is consistent with Council negotiatin g
B3-3
Council Agenda Report — Bargain Sale Agreement
Page 4
direction, the transaction is consistent with City open space acquisition goals, and will serve t o
protect the scenic and natural resource values of this highly visible property forever .
ATTACHMENT S
1.Location Map
2.Agreement
3.Resolution
FILIPPONI-TWISSELMAN PROPERT Yscale1"=1,000' approx .
•I ;1Reservoir Canyon Natural Reserv e
x !111~ Iy I 1--'i
City of San Luis Obisp oGreenbelt Protection Program
B3-5
BARGAIN SALE AGREEMENT FOR PURCHAS E
AND SALE OF REAL PROPERT Y
This BARGAIN SALE AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERT Y
(the "Agreement") is entered into by and between HERBERT W . FILIPPONI AND DIANE E .
FILIPPONI, TRUSTEES OF THE FILIPPONI FAMILY TRUST DATED DECEMBER 4, 1995 ,
KENNETH C . TWISSELMAN AND ROSEMARY TWISSELMAN, HUSBAND AND WIFE, an d
DARRELL L . TWISSELMAN AND NOLA C . TWISSELMAN, HUSBAND AND WIF E
(collectively "Sellers"), and the CITY OF SAN LUIS OBISPO ("Buyer"), a California Charte r
Municipal Corporation . Sellers intend that this sale qualify as bargain sale pursuant to the Interna l
Revenue Code ("Code") and applicable Treasury Regulations relating to sales of property to ta x
exempt entities below fair market value .
RECITAL S
WHEREAS, Buyer is a California Charter Municipal Corporation, and tax exempt entity ; an d
WHEREAS, Buyer, acting through its City Council and through adopted public procedures, ha s
determined that certain lands surrounding the city of San Luis Obispo are important to the sceni c
character, healthy natural environment, and economic and social well-being of the community and it s
citizens ; and
WHEREAS, Buyer seeks to preserve and conserve characteristics such as visual quality ,
wildlife habitat, and other community attributes where appropriate surrounding the City ; and
WHEREAS, Sellers are owners of certain lands adjacent to the City which are of ecological ,
scenic, and agricultural value to the City of San Luis Obispo and the County of San Luis Obispo ; and
WHEREAS, Sellers wish to preserve and protect the scenic and ecological values which exis t
on the Property, an d
WHEREAS, the purchase of said land, in the judgment of Buyer, would act to preserve th e
values indicated above and serve an important public purpose ; and
WHEREAS, the Buyer seeks to purchase the property at less than the fair market value and th e
Sellers have agreed to sell the Property at less than fair market value, in consideration of structurin g
the sale as a bargain sale pursuant to the Code and applicable Treasury Regulations .
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS :
1 . AGREEMENT .Sellers, for valuable consideration, hereby agree to sell to Buyer the Rea l
Property identified as San Luis Obispo County APNs 073-381-007, 073-381-008, 073-381-010, 073 -
381-011, and 073-381-012, in the County of San Luis Obispo, (shown and legally described on Exhibi t
A attached and incorporated by this reference), together with any and all improvements, fixtures ,
timber, water, mineral and any and all rights appurtenant thereto, including but not limited to timbe r
rights, water rights, mineral rights, grazing rights, access rights, including any appurtenant easemen t
for ingress and egress, subject to limitations of record . The land to be purchased include s
approximately 88 .99 acres, and shall be referred to hereinafter as "the Property".
1
B3-6
2 .PURCHASE PRICE .The total purchase price to be paid by the City for the Property shal l
be Two Hundred Fifty Thousand Dollars ($250,000 — the "Purchase Price"), payable in cash at th e
close of escrow .
3 .CONVEYANCE .Title to the Property shall be conveyed by Grant Deed and shall b e
insured by a CLTA (or at Buyer's election and sole expense, an ALTA) owners' policy of titl e
insurance issued by a title insurance company approved by Buyer in the amount of the purchase price ,
showing title vested in Buyer, subject only to those exceptions listed in the Preliminary Title Report b y
First American Title Company dated May 9, 2012 (the "Preliminary Title Report") and/o r
Supplemental Report approved or deemed approved by Buyer. Title to the Property shall be conveye d
by Seller to Buyer by grant deed subject to no reservations and subject only to the followin g
"Conditions of Title":
(a)A lien to secure payment of real estate taxes and supplemental taxes, not delinquent ;
(b)Matters affecting the condition of title created by or with the written consent of Buyer ;
and
(c)Printed exceptions and exclusions as specified on the Preliminary Title Report ,
including those listed in Schedule B of the Preliminary Title Report .
4 .BARGAIN SALE . Sellers represent and Buyer believes that the Purchase Price is less than
the fair market value of the Property and the sale involves a "bargain sale" of the Property . In
addition, the parties acknowledge that the City is a tax exempt organization and a tax deduction may b e
available for sale of property to the Buyer at below the fair market value . Sellers therefore intend t o
make a charitable contribution to the City pursuant to Section 1011(b) of the Code of any differenc e
between the fair market value of the Property and the Purchase Price paid by the City. In connection
therewith, Sellers hereby expressly acknowledges and agrees to the following :
(a)Sellers are responsible for establishing, for federal tax purposes, the amount of th e
charitable contribution associated with Sellers' sale of the Property to the City . The fair market valu e
of the Property must be established and substantiated by a "qualified appraisal" (as defined under IR S
Regulations) prepared for Sellers at their expense .
(b)Sellers have obtained (or will obtain before closing) and rely solely upon the advice of
Sellers' own tax professionals regarding (i) the availability of a tax deduction in connection with th e
proposed transaction and (ii) the requirements for appraisals and other documentation to substantiat e
the value of the contribution .
(c)No employee or agent of the City has made any warranty concerning the deductibilit y
of any intended charitable gift or any other tax implications of Sellers' conveyance of the Property t o
the City, though the City believes the fair market value is less than the Purchase Price .
(d)Upon request of Sellers, Buyer agrees to sign Part IV, Donee Acknowledgement, o f
Internal Revenue Service Form 8283 relating to donations of interests in land .
(e)Neither the City nor its employees or agents assume any liability in the event that th e
intended charitable gift or any portion thereof is determined by appropriate authorities not to be
deductible and makes no representation as to the tax consequences of the transaction contemplated b y
this Agreement.
5 . CONDITIONS PRECEDENT FOR BENEFIT OF BUYER .Buyer's obligation t o
purchase the Property is expressly conditioned upon the satisfaction, deemed approval, or Buyer's
waiver of each of the following conditions, each of which is deemed exclusively for the benefit o f
Buyer :
(a)Title Report .Buyer's approval of the exceptions to title set forth in a preliminary titl e
report for the Property (the "Preliminary Title Report"). Buyer shall have thirty (30) days after th e
receipt of the Preliminary Title Report and copies of all documents referenced therein, to provide t o
Seller and Escrow Holder written notice of Buyer's disapproval of any specific title exception . Any
title exception not so disapproved shall be deemed approved, provided that if a Supplemental Titl e
Report is issued showing any exception not shown in the Preliminary Title Report, Buyer shall have a n
additional ten (10) calendar days after receipt of such Supplemental Report to similarly disapprove an y
new title exception . If Buyer disapproves any title exception, Sellers shall have no obligation to cur e
such disapproval (except that Sellers shall be obligated to remove any financial and/or monetary lien s
and encumbrances prior to close of escrow, except statutory liens for non-delinquent property taxes )
but Sellers may elect, by written notice to Buyer within ten (10) calendar days after receipt by Seller s
of such notice of disapproval, to attempt to remove such disapproved items . If Sellers are unabl e
within a reasonable time to accomplish such cure or removal, or if Sellers elect not to attempt to s o
cure or remove (which election shall be communicated to Buyer within thirty (30) calendar days afte r
receipt by Sellers of such notice of disapproval), then Buyer may elect to (i) terminate its obligation s
under this Agreement, (ii) waive its objections to such exception, or (iii) elect to correct any suc h
disapproved exception itself, in which case Sellers will provide reasonable non-financial assistance t o
Buyer to cure the same .
(b)Inspection and Approval of Property and of Any Testing Thereon .Buyer's inspection
and approval of the Property and all improvements thereon, including (at Buyer's option and expense )
any surveys or studies deemed necessary in Buyer's sole judgment . Access to the Property shall b e
given to Buyer, its agents and authorized representatives during normal business hours upon at leas t
three (3) business days' notice to Sellers, at Buyer's own cost and risk, for any purposes relating t o
Buyer's conditions . Buyer shall indemnify and defend Sellers against and hold Sellers harmless fro m
all losses, costs, damages, liabilities, and expenses, including, without limitation, reasonable attorne y
fees arising out of Buyer's entry onto the Property or any activity thereon by Buyer or its agents, o r
authorized representatives prior to the Close of Escrow, except to the extent any such losses, costs ,
damages, liabilities, and expenses arise out of the gross negligence or willful acts of Sellers . In the
event a lien is recorded against the Property as a result of Buyer's activities under this Agreement ,
Buyer shall immediately take all the necessary action to remove the lien including, without limitation ,
providing a surety bond . The indemnification covenants of this paragraph shall survive the terminatio n
of this Agreement .
If Buyer discovers through its investigations any defects on the Property o r
improvements thereon which it reasonably disapproves of, Sellers shall have no obligation to cure suc h
disapproval (except that Sellers shall be obligated to remove any financial liens) but Sellers may elect ,
by written notice to Buyer within twenty (20) calendar days after receipt by Sellers of such notice o f
disapproval, to attempt to remove such disapproved items . If Sellers are unable within a reasonabl e
time to accomplish such cure or removal, or if Sellers elect not to attempt to so cure or remove (whic h
election shall be communicated to Buyer within thirty (30) calendar days after receipt by Sellers o f
3
B3-8
such notice of disapproval), then Buyer may elect to (i) terminate its obligations under this Agreement ,
(ii) waive its objections to such exception, (iii) elect to correct any such disapproved exception itself ,
in which case Sellers will provide reasonable non-financial assistance to Buyer to cure the same . Th e
parties may also enter into additional negotiations, as may be mutually acceptable, concernin g
adjustment of the purchase price, allocation of risk, or contribution to the costs to cure or other matters ,
and the Escrow shall be extended for a reasonable time, not to exceed ninety (90) days to effect suc h
negotiations .
6 .
ESCROW .
(a)Escrow Holder .Buyer and Seller will establish an escrow ("Escrow") with Escro w
Holder within ten (10) business days of execution of this Agreement, subject to the provisions of th e
standard conditions for acceptance of escrow and the terms and conditions in this Agreement, with a
signed copy of this document to be delivered as escrow instructions to Escrow Holder . In the event of
any conflict between the terms of this Agreement and the standard conditions for acceptance of
escrow, the terms of this Agreement shall control . The Escrow Holder shall be First American Titl e
Insurance Company, 899 Pacific Street, San Luis Obispo, CA 93401 .
(b)
Prorations and Fees Paid by Buyer .
(i)Real property taxes shall be prorated to the close of escrow ,
(ii)Buyer shall pay for the costs of the CLTA or ALTA (at its election) titl e
insurance policy, any documentary transfer taxes or real property transfer taxe s
incurred in connection with conveyance of title .
(iii)Buyer shall be responsible for payment of escrow costs and associated fees .
(c)
Closing Date .Escrow shall close within forty-five (45) days after a signed copy of thi s
Agreement is delivered to Escrow Holder .
7.REPRESENTATIONS, WARRANTIES, AND AGREEMENTS .
(a)Authorized Representative .Buyer and Sellers hereby represent and warrant to eac h
other that the persons who sign this Agreement and any other documents required to be executed b y
such party to perform its obligations hereunder, shall have all requisite power and authority to hav e
entered into this Agreement, and that all authorizations required to be obtained by or on the part o f
such party to execute and perform this Agreement have been obtained .
(b)Proof of Citizenship.Sellers warrant Sellers are not a foreign person(s) as such term i s
used in Section 1445 of the Internal Revenue Code . Prior to the Close of Escrow, Sellers shall deposi t
in Escrow a non-foreign affidavit as provided under said Section 1445 . Failure to do so shall entitl e
Buyer to withhold from the purchase price such sums as are required by said Section 1445 .
(c)Delivery of Property .Possession of the Property shall be delivered by Sellers to Buye r
upon the close of Escrow . Sellers shall remove, at Sellers' expense, prior to the Close of Escrow, al l
personal property and trade fixtures on the Property, except for fencing or as otherwise specifically
agreed in writing by the parties .
(d)Legal Actions .Sellers represent and warrant to Buyer that there are no actions, suits, o r
legal proceedings related to the ownership, use, operation or sale of the Property to which Sellers are a
party, nor have Sellers received any notice that any such actions are pending or threatened .
(e)Buyer's Acknowledgment of Condition .The Property is sold to Buyer "AS IS AN D
WHERE IS ." Buyer hereby acknowledges that Buyer is purchasing the Property solely in reliance o n
Buyer's own investigation, and that, except as expressly set forth herein, no representations o r
warranties of any kind whatsoever, express or implied, have been made by Sellers or Sellers' agents ,
including, without limitations, rental revenues, carrying capacity, profit potential, zoning or land us e
status, profit potential or conformity of the Property to the law or applicable regulation . Buyer furthe r
hereby acknowledges that as of the Closing, Buyer will be aware of all zoning regulations and othe r
governmental requirements, site and physical conditions of the Real Property including the presence o r
absence of hazardous or toxic wastes, and other matters affecting the use and condition of th e
Property . Buyer agrees to purchase the Property in the condition that it is in at the Closing. Buye r
hereby acknowledges that certain improvements to the Property may not conform to permit, zoning o r
other governmental requirements . Buyer assumes all risk with respect to non-compliance with zoning,
permit or other governmental regulations and all other risks with respect to the Property.
(f)Sellers' Actual Knowledge of Environmental Conditions of the Property .Except as se t
forth herein to the best of Sellers' current actual knowledge without investigation, there are not no w
nor have there been any hazardous or toxic wastes or materials (as said terms are defined in applicabl e
Federal, State, or County laws or regulations) located on or within any portion of the Property ; nor
have there been any enforcement, cleanup, removal or other governmental or regulatory action s
instituted, contemplated, or threatened pursuant to any applicable Federal, State, or local laws o r
regulations relating to any hazardous materials and affecting the Property ; nor have there been any
claims made or threatened by any third party against Sellers or the Property, relating to damage ,
contribution, cost recovery, compensation, loss or injury resulting from any hazardous materials .
Notwithstanding the above, Buyer and Sellers acknowledge the existence of a former mining prospec t
on a portion of the Property, whose age is unknown . To the best of Sellers' actual current knowledg e
without investigation there are no current issues of hazardous or toxic wastes or materials associate d
with said mining prospect . Buyer and Sellers further acknowledge that the Property has been used fo r
agricultural purposes for a number of years . To the best of Sellers' actual current knowledge withou t
investigation there are no current issues of hazardous or toxic wastes associated with said agricultura l
uses .
(g)Seller's Actual Knowledge of Unrecorded Items .To the best of Sellers' knowledge ,
without having made any investigation : (i) there are no unrecorded encumbrances, liens or third part y
rights against the Property, including but not limited to, unexpired leases, prescriptive easements ,
adverse possession or other rights to use or occupancy of the Property except : ; (ii) no perso n
or entity other than Sellers will be in possession of any portion of the Property at the close of escro w
except ; and (iii) no code, ordinance, statute, regulation or administrative or judicial violation s
exist with respect to the Property or any improvements thereon except
(g) If, before the close of escrow, Sellers obtain knowledge of any facts that woul d
materially change the representations or warranties of Sellers, Sellers shall immediately notify Buye r
in writing of those facts . Buyer shall thereafter have the right, at Buyer's option, to either terminate th e
Agreement without further obligation to Sellers, or defer the close of escrow for up to sixty (60) day s
to give Sellers an opportunity to remedy the problem, in which event Sellers shall use their best effort s
to remedy any such problem . If Sellers are still unable to remedy the problem, Buyer may terminat e
the Agreement without further obligation to Sellers .
5
B3-10
8.LEASES .
Sellers warrant that the Property has no existing leases, and Sellers agree tha t
they shall not enter into any new leases prior to the sale of the Property .
9.NOTICES . All notices, communications, consents, demands, approvals and disapproval s
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 Obisp o
Dr. Neil Havlik, Natural Resources Manage r
990 Palm Stree t
San Luis Obispo, CA 9340 1
Telephone (805) 781-721 1
WITH COPY TO : J . Christine Dietric k
City Attorne y
City of San Luis Obisp o
990 Palm St .
San Luis Obisp o
,CA 9340 1
Telephone (805) 781-714 0
TO SELLERS :
Herbert Filippon i
2050 Southwood Driv e
San Luis Obispo, CA 9340 1
Telephone (805) 543-495 9
The foregoing may be changed by written notice . If served personally, or by facsimile, servic e
shall be conclusively deemed made at the time of service . If served by mail, service shall b e
conclusively deemed made seventy-two (72) hours after deposit thereof in the United States mail .
10.BROKERS .If a commission is payable to any real estate brokers as a result of th e
transaction herein, the Sellers will be responsible for the payment of said commission .
11.SURVIVAL .The warranties, representations, and agreements made in this Agreement shal l
survive the close of escrow .
12.1031 EXCHANGE .Buyer acknowledges that Sellers may wish to sell the Property by wa y
of a 1031 exchange . Buyer agrees to cooperate in any such 1031 exchange, provided it shall be a t
Sellers' sole cost and risk, and shall not unreasonably delay the close of escrow .
13.MISCELLANEOUS .
(a)Entire Agreement .This Agreement, and the exhibits hereto, contains the entir e
agreement between the parties hereto . No modification or addition to any term or provision hereo f
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 inten t
of any of the terms, covenants, conditions or agreements contained herein .
(b)Attorneys' Fees .If litigation is commenced between the parties, the prevailing party i n
that litigation shall be entitled to recover from the non-prevailing party all reasonable attorney fees an d
costs .
(c)Successors .This Agreement shall inure to the benefit of and shall be binding upon th e
parties to this Agreement and their respective heirs, successors, and assigns .
(d)Governing Law .This Agreement shall be governed and construed in accordance wit h
California law.
(e)Time of Essence .Time is of the essence in this Agreement .
(f)Offer and Acceptance .This Agreement shall be of no force or effect whatsoever unti l
signed by authorized representatives of both Buyer and Sellers .
(g)Signature in Counterparts .This Agreement may be signed in counterparts, each o f
which shall be deemed an original .
[Signature Page Follows ]
7
B3-12
SELLERS :
DATE
HERBERT W . FILIPPONI, TRUSTEE
OF THE FILIPPONI FAMILY TRUS T
DATED DECEMBER 4,1995
DATE
DIANE E . FILIPPONI, TRUSTE E
OF THE FILIPPONI FAMILY TRUS T
DATED DECEMBER 4,199 5
KENNETH C . TWISSELMA N
ROSEMARY TWISSELMAN
DARRELL L . TWISSELMA N
NOLA C . TWISSELMA N
BUYER :
CITY OF SAN LUIS OBISP O
By:
DATE :
JAN MARX, MAYO R
ATTEST :
APPROVED AS TO FORM :
By :
Sheryll Schroede r
Interim City Clerk
By :
J . Christine Dietric k
City Attorney
B3-13
ExhibitA
Map and Legal Description of Property
RESOLUTION NO .
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISP O
APPROVING THE BARGAIN SALE AGREEMENT FOR PURCHASE AND SALE O F
APPROXIMATELY 89 ACRES OF REAL PROPERTY ABOVE JOHNSON AVENUE I N
THE UNINCORPORATED AREA OF SAN LUIS OBISPO COUNTY FOR OPE N
SPACE CONSERVATION PURPOSE S
WHEREAS, the City of San Luis Obispo is a chartered municipal corporation o f
the State of California that is authorized by law to purchase real property ; an d
WHEREAS, pursuant to Council direction, City of San Luis Obispo staff ha s
negotiated a bargain sale agreement for purchase and sale of certain real property i n
the County of San Luis Obispo described as San Luis Obispo County Assessor's Parce l
Numbers 073-381-007 .through 073-381-012, inclusive, and commonly known as 0
Fairview Lane, San Luis Obispo, CA ; an d
WHEREAS, the Property possesses high natural resource values includin g
wildlife and botanical resources, and scenic open space values (the "Conservatio n
Values") of great importance to the people of the City of San Luis Obispo, and to th e
people of the State of California ; an d
WHEREAS, the City of San Luis Obispo intends that the conservation values o f
the Property shall be preserved and maintained forever by the continuation of currentl y
existing land use consistent with the City of San Luis Obispo General Plan .
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Sa n
Luis Obispo that :
1.The Mayor is authorized and directed to undertake all step s
necessary to complete the purchase of said Real Property ; an d
2.The Council authorizes transfer of monies in the amount of $67,50 0
from the Unallocated Reserve to the Open Space Capita l
Improvement Program Fund for the purpose of completing th e
transaction ; an d
3.The Council authorizes staff to negotiate the amendment of th e
existing Conservation Easement on certain City-owned adjacen t
lands (San Luis Obispo County APNs 002-352-024 and 073-371-002).
to include the purchased lands under that Conservation Easement ;
an d
4.The Council authorizes the City Attorney to approve any non -
substantive changes in language to the various documents require d
to effectuate this action by the City Council .
Approved and adopted this 5th day of June, 2012 .
B3-15
On motion of , seconded by an d
on the following roll call vote :
AYES :
NOES :
ABSENT :
Jan Howell Marx, Mayo r
ATTEST :
Sheryll Schroeder, Interim City Cler k
APPROVED AS TO FORM :
J . Christine Dietric k
J . Christine Dietrick, City Attorney
B3-16