HomeMy WebLinkAbout06/19/2007, BUS 2 - AUTHORIZATION TO ACCEPT A DONATION OF 315 ACRES OF LAND FROM THE LAND CONSERVANCY OF SAN LUIS OBISP council M.e6nDat �7
j Agenda RepoiA fie.Numbc,sai
CITY OF SAN LU IS O B I S P O
FROM: Shelly Stanwyck, Assistant City Administrative Officer
Prepared By: Neil Havlik, Natural Resources Manager
SUBJECT: AUTHORIZATION TO ACCEPT A DONATION OF 315 ACRES OF
LAND FROM THE LAND CONSERVANCY OF SAN LUIS OBISPO
COUNTY ON WEST CUESTA RIDGE, AND RECONVEYANCE OF A
CONSERVATION EASEMENT TO THE LAND CONSERVANCY
CAO RECOMMENDATION
1. Approve the attached Agreement with the Land Conservancy of San Luis Obispo County
for the transfer of fee ownership of 315 acres in three parcels to the City and the
reconveyance of a Deed of Conservation Easement to the Land Conservancy covering
two of the parcels (the"transfer agreement"); and
2. Approve a Resolution which authorizes and directs the Mayor to sign a Certificate of
Acceptance of a grant deed and reconveyance covering the parcels.
3. Authorize the City Attorney to approve any non-substantive changes required to the
documents to facilitate the transaction.
DISCUSSION
Background
Union Pacific Railroad Company (UPRR) has owned four parcels of land in the West Cuesta
Ridge area since it acquired the Southern Pacific Railroad Company in 1998. The parcels
contain features of significant scenic and environmental value, as well as being important parts
of an informal recreational trail network chiefly used by local mountain bike enthusiasts. In
2000, the City of San Luis Obispo purchased one of the four from UPRR, consisting of 49 acres,
and has continued to be interested in purchasing UPRR's remaining parcels since that time.
The three parcels—one of 77 acres, one of 86 acres, and the third a 50% undivided interest in
151 acres—lie within the boundaries of Los Padres National Forest (Attachment 1). The 77 acre
parcel is adjacent to the 49 acre parcel purchased by the City in 2000. This parcel contains a
heavily-used recreational trail (referred to as "Shooters") which continues onto the City property
and then on to Cal Poly lands. The property includes several significant springs which continue
onto the City parcel and form the headwaters of Stenner Creek. The 86 acre parcel lies about '/2
mile to the north and consists primarily of serpentine soils known to contain many of the rare
plants endemic to our local serpentine sites, plus the edges of the Sargent cypress forest that
occurs on this portion of Cuesta Ridge. The property includes another well-used recreational
G/Havlik/Councilagenda/Land Conservancy donation
4 �
Acceptance of Donation of Land
June 19, 2007
Page 2
trail (referred to as "Morning Glory") which continues across existing Forest Service lands and
onto the City parcel. The 151 acre parcel lies within the boundaries of Camp San Luis Obispo
and because of that location was not originally part of the discussions regarding purchase.
However, the railroad company insisted that the Land Conservancy purchase include their
interest in the 151 acre parcel. The State of California (i.e., Camp San Luis Obispo) holds the
other 50 percent interest in the parcel.
Land Conservancy Acquisition of the UPRR Property
In 2006 the Land Conservancy of San Luis Obispo County, through its relationship with Camp
San Luis Obispo, was able to secure a $350,000 Department of Defense grant from a program
known as the ACUB (Army Compatible Use Buffer) program for purchase of the three railroad
parcels at their appraised price of$448,000. At that time the City of San Luis Obispo was also
actively working on a conservation purchase from the Brughelli family on Buckley Road, and
the City and Land Conservancy jointly raised the funding needed to complete both purchases
successfully. The Land Conservancy formally requested that the City consider taking fee title to
the railroad properties, subject to the retention of a conservation easement on the properties by
the Land Conservancy. This was considered in closed session by the City Council in September
2006, and Council agreed in concept to that arrangement. With the successful completion of the
fundraising effort, the Land Conservancy took title to the three railroad company parcels in
December 2006.
Title Transfers to Create Conservation Easement
City and Land Conservancy staff have worked on the language for conservation easements for
each parcel, and have reached a point where the transactions can be formalized. It has been
determined that the best way to facilitate the transaction is for the Land Conservancy to transfer
title to the City, and for the City to immediately reconvey a conservation easement covering two
of the three parcels back to the Land Conservancy. The third parcel, which is an undivided one-
half interest, is within the boundaries of Camp San Luis Obispo and will be governed by the
terms of the original grant to the Land Conservancy, which will be binding upon the City. For
this reason additional restrictions contained within a conservation easement are considered
unnecessary for this parcel. These actions are outlined in the "transfer agreement" (Attachment
2). The Board of Trustees of the Land Conservancy has by resolution formally offered the above
arrangement (Attachment 3).
The deed from the railroad company to the Land Conservancy is included (as Attachment 4) for
informational purposes, as the conditions binding the Land Conservancy will also bind the City.
Specifically, the deed contains a disclaimer regarding "all matters that would be revealed or
disclosed by a physical inspection of the property." This is a general disclaimer that protects the
railroad company from future claims of unsafe or hazardous conditions. This is similar to a
disclaimer accepted by the City Council in the 2000 purchase of the 49-acre parcel. A Phase I
study of the three parcels commissioned by the Land Conservancy last year found no evidence of
any contaminants. A copy of that report has been received and reviewed by City staff. Given
the findings of the Phase I report, staff does not feel that this disclaimer constitutes an undue
Acceptance of Donation of Land
June 19, 2007
Page 3
burden upon the City, nor is the occurrence of hazardous or potentially hazardous materials
perceived to be an issue.
Also included as Exhibit #1 of the Transfer Agreement are the "Essential Deed Provisions in
Favor of the Department of the Army of the United States of America.." This provision is
binding upon the City and restricts the property to those uses determined to be compatible with
continued successful functioning of the mission of Camp San Luis Obispo, and prohibiting uses
which are incompatible. These provisions give the Federal government the ultimate right to
seize the property should such incompatible uses occur. It is the staff's opinion that the
combination of essential deed provisions and reconveyance of the conservation easement
provide the highest level of open space protections that can be made for these properties, and
their permanent protection is assured.
What the Conservation Easement Accomplishes
The primary purpose of the conservation easement is to retire the development potential
represented on the properties. There are a.total of twelve valid lots that will be retired. The
easement would also essentially restrict uses to those occurring at this time (primarily hiking and
mountain biking) and would prohibit the building of any structures. These are restrictions that
the City would be likely to impose upon itself in this situation and consequently the easement is
not viewed as a burden. The Conservation Easement is included herein as Attachment 5.
For the above reasons staff believes that this opportunity is a very favorable one, with little risk
or ongoing cost to the City, while providing a community benefit long sought by interested
citizens and citizen groups.
CONCURRENCE
At its regular meeting of March 28, 2007, the Planning Commission found the acquisition of the
property by the City to be consistent with the City's General Plan (Attachment 6).
FISCAL IMPACTS
The fiscal impacts of this action are expected to be minor. They will consist of an ongoing but
small property tax obligation (due to the imposition of the conservation easements), and minor
costs of patrol and maintenance. The existing trail system is maintained by volunteers from the
mountain biking community, and this is expected to continue. The property will be subject to
development of a Conservation Plan in accordance with City policies, and this plan will direct
the ultimate level of use and management of the property.
2r ~
Acceptance of Donation of Land
June 19, 2007
Page 4
ATTACHMENTS
1. Area Map Showing the Properties
2. Agreement for Donation of Real Property and Reconveyance of Conservation Easements
Affecting Said Property ("Transfer Agreement")
3. Resolution of Land Conservancy Board of Trustees
4. Deed from UPRR to Land Conservancy
5. Deed of Conservation Easement
6. Planning Commission General Plan Consistency Resolution
7. City Council Resolution
465
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City of San Luis Obispo
GREENBELT PROTECTION PROGRAM
union Pacific Railroad Properties
Within Los Padres National Forest
Location Map
San Luis Obispo Quadrangle, California t' 1'i' I, x95 i
1" = 2000' " Y/`.' ✓� ^�' I a"
ATTACHMENT 2
AGREEMENT FOR DONATION OF REAL PROPERTY AND
RECONVEYANCE OF CONSERVATION EASEMENTS
AFFECTING SAID PROPERTY
This AGREEMENT FOR DONATION OF REAL PROPERTY AND
RECONVEYANCE OF CONSERVATION EASEMENT AFFECTING SAID
PROPERTY is entered into by and between the CITY OF SAN LUIS OBISPO ("City"), a
California Charter Municipal Corporation, and THE LAND CONSERVANCY OF SAN
LUIS OBISPO COUNTY ("Land Conservancy"), pursuant to the following
RECITALS
WHEREAS, City, 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
WHEREAS, City seeks to preserve and conserve characteristics such as visual
quality, wildlife habitat, recreational opportunities, and other community attributes where
appropriate surrounding the City; and
WHEREAS,Land Conservancy acquired certain lands near the City which are of
scenic, wildlife habitat, and recreational value to the citizens of the City, County of San
Luis Obispo, State of California, and the United States of American under a Cooperative
Agreement with the National Guard Bureau dated as of June 30, 2006, the purpose of
which is to further their goal of creating a compatible use buffer on the periphery of Camp
San Luis Obispo; and
WHEREAS, the Cooperative Agreement between Land Conservancy and the
National Guard Bureau provides for transfer of fee simple real property interests acquired
pursuant to the Cooperative Agreement, if a conservation easement interest is retained,
under Section 720(b)(1) and 720(b)(2):
b. The following shall apply to any fee simple real property
interest acquired by the LCSLO pursuant to the CA.
1 . The LCSLO shall record in the local land records by
an appropriate instrument acceptable under state law
the Army's rights under 10 U.S.C.. 2684a(d) (3) and
the Cooperative Agreement. The form of the
instrument shall be approved by the Army and shall
be effective to put prospective transferees on
notice of the Army's rights and interests in the
property.
2��
ATTACHMENT 2
2 . Unless otherwise agreed to in writing, upon
reconveyance of the parcel, the LCSLO shall retain a
conservation easement sufficient to provide for its
monitoring and enforcement and to ensure that the
parcel is not developed and is managed in a manner
that meets the objectives of the CA. . .
WHEREAS, the Land Conservancy wishes to preserve,protect and restore the
scenic, wildlife habitat, and recreational values which exist or may exist on the Property,
and to carry out its obligations under its Cooperative Agreement with the National Guard
Bureau; and
WHEREAS, the donation of said lands to the City, coupled with the immediate
reconveyance of a conservation easement to the Land Conservancy, would in the judgment
of both parties best act to preserve the values indicated above.
NOW, THEREFORE,THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DONATION OF FEE TITLE TO REAL PROPERTY
Land Conservancy shall donate its full interest in certain real property, identified as
San Luis Obispo County Assessors' parcels 070-061-018 and 073-321-003, and a one-half
undivided interest in San Luis Obispo County Assessors' parcel 073-321-013 (the
"Property"), to City, without charge except for such customary costs of change of
ownership as are charged within San Luis Obispo County. City agrees to take title to the
Property subject to certain Essential Deed Restrictions pursuant to the Cooperative
Agreement and the Army's rights under 10 U.S.C. 2684a(d)(3), shown,in this Agreement
as Exhibit# 1, which are to be attached to the Grant Deed.
2. RECONVEYANCE OF CONSERVATION EASEMENT
Immediately upon receipt of title to the above-identified parcels, City shall
reconvey a Conservation Easement covering each of said parcels 070-061-018 and 073-
321-003 to the Land Conservancy, in the forms shown in this Agreement as Exhibit#2,
without charge except for such customary costs of change of ownership as are charged
within San Luis Obispo County.
3. TITLE CONSIDERATION
City and Land Conservancy shall each be responsible for their respective Title
Insurance.
4. ESCROW
(a) Escrow Holder. City and Land Conservancy will jointly establish an
escrow ("Escrow") with First American Title Insurance Company, 899 Pacific Street, San
Luis Obispo, California 93401 ("Escrow Holder") within five (5) business days of
ti�
ATTACHMENT 2
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. 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.
(b) Prorations and Fees. All escrow fees and costs shall be allocated according
to custom in San Luis Obispo County.
(c) Closing Date. Escrow shall close on June 29, 2007 or soon thereafter as
possible ("Close of Escrow").
5. REPRESENTATIONS, WARRANTIES,AND AGREEMENTS
(a) Authorized Representatives. City and Land Conservancy 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) Legal Actions. Land Conservancy represents and warrants to City that
there are no actions, suits, or legal proceedings related to the ownership, use, operation or
transfer of the Property to which Land Conservancy is a party nor has Land Conservancy
received any notice that any such actions are pending or threatened.
(c) Preparation of Conservation Plan. City agrees to prepare and adopt a
Conservation Plan for the property prior to undertaking any significant new recreational
development (such as new trail construction) on the transferred lands,pursuant to the
policies within the City's existing planning document entitled "Conservation Guidelines
for Open Space Lands of the City of San Luis Obispo".
6. BROKERS
Neither party to this transaction has employed a real estate broker in this
transaction and each party hereby indemnifies and holds harmless the other party for any
commission claimed through a third party.
7. SURVIVAL
The warranties, representations, and agreements made in this Agreement shall
survive the close of escrow.
ATTACHMENT 2
8. 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 CITY: Mr. Ken Hampian, City Administrative Officer
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
TO LAND
CONSERVANCY: Mr. Robert Hill, Conservation Director
Land Conservancy of San Luis Obispo County
P.O. Box 12206
San Luis Obispo, CA. 93406
The foregoing may be changed by written notice. If served personally, or by
facsimile, service shall be conclusively deemed made at the time of service. If served by
mail, service shall be conclusively deemed made seventy-two (72) hours after deposit
thereof in the United States mail.
9. MISCELLANEOUS
(a) Entire Agreement. This Agreement, and the exhibits hereto, contain 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, covenants, conditions
or agreements contained herein.
(b) Attorneys' Fees. If an action or proceeding is commenced between the
parties, the prevailing party shall be entitled to recover from the non-prevailing party its
reasonable attorney fees and costs.
(c) 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.
(d) Governing Law. This Agreement shall be governed and construed in
accordance with 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 until signed by authorized representatives of both Parties.
ATTACHMENT 2
(g) Signature in Counterparts. This Agreement may be signed in counterparts,
each of which shall be deemed an original.
CITY OF SAN LUIS OBISPO
By: DATE:
DAVID F. ROMERO, MAYOR
ATTEST: APPROVED AS TO FORM:
Audrey Hooper, CMC VathanLowell
City Clerk City Attorney
THE LAND CONSERVANCY OF SAN LUIS OBISPO COUNTY
By: DATE:
GARY FELSMAN, PRESIDENT
BOARD OF TRUSTEES
2�D
ATTACHMENT 2
EXHIBIT# 1
Essential Deed Provisions In Favor of the
Department of the Army of the United States of America
Notice is hereby given that Grantee is obligated to make and does hereby make certain
agreements in favor of specified public entities in connection with and in consideration of
funding set forth from such entities for the acquisition of the real property described in the
Grant Deed to which this Exhibit is attached. Grantee agrees to use, manage, operate, and
maintain the real property in accordance with the purposes set forth under Cooperative
Agreement No. W9133N-06-2-3058 made by and between the National Guard Bureau and
The Land Conservancy of San Luis Obispo County, dated as of 30 June 2006, and Grantee
is hereby on notice of the Army's rights and interests under 10 U.S.C. 2684a(d)(3), below.
Sec. 2684a. Agreements to limit encroachments and other constraints
on military training, testing, and operations
-STATUTE-
(a) Agreements Authorized. - The Secretary of Defense or the
Secretary of a military department may enter into an agreement with
an eligible entity described in subsection (b) to address the use
or development of real property in the vicinity of a military
installation for purposes of -
(1) limiting any development or use of the property that would
be incompatible with the mission of the installation; or
(2) preserving habitat on the property in a manner that -
(A) is compatible with environmental requirements; and
(B) may eliminate or relieve current or anticipated
environmental restrictions that would or might otherwise.
restrict, impede, or otherwise interfere, whether directly or
indirectly, with current or anticipated military training,
testing, or operations on the installation.
(b) Eligible Entities. - An agreement under this section may be
entered into with any of the following:
(1) A State or political subdivision of a State.
(2) A private entity that has as its stated principal
organizational purpose or goal the conservation, restoration, or
preservation of land and natural resources, or a similar purpose
or goal, as determined by the Secretary concerned.
(c) Inapplicability of Certain Contract Requirements. - Chapter
63 of title 31 shall not apply to any agreement entered into under
this section.
(8) Acquisition and Acceptance of Property and Interests. - (1)
An agreement with an eligible entity under this section may provide
for -
(A) the acquisition by the entity of all right, title, and
interest in and to any real property, or any lesser interest in
the property, as may be appropriate for purposes of this section;
and
(B) the sharing by the United States and the entity of the
acquisition costs.
2��
ATTACHMENT 2
(2) Property or interests may not be acquired pursuant to the
agreement unless the owner of the property or interests consents to
the acquisition.
(3) The agreement shall require the entity to transfer to the
United States, upon the request of the Secretary concerned, all or
a portion of the property or interest acquired under the agreement
or a lesser interest therein. The Secretary shall limit such
transfer request to the minimum property or interests necessary to
ensure that the property concerned is developed and used in a
manner appropriate for purposes of this section.
(4) The Secretary concerned may accept on behalf of the United
States any property or interest to be transferred to the United
States under the agreement.
(5) For purposes of the acceptance of property or interests under
the agreement, the Secretary concerned may accept an appraisal or
title documents prepared or adopted by a non-Federal entity as
satisfying the applicable requirements of section 301 of the
Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (42 U.S.C. 4651) or section 3111 of title 40,
if the Secretary concerned finds that the appraisal or title
documents substantially comply with the requirements.
(e) Acquisition of Water Rights. - The authority of the Secretary
concerned to enter into an agreement under this section for the
acquisition of real property (or an interest therein) includes the
authority to support the purchase of water rights from any
available source when necessary to support or protect the mission
of a military installation.
(f) Additional Terms and Conditions.. - The Secretary concerned
may require such additional terms and conditions in an agreement
under this section as the Secretary considers appropriate to
protect the interests of the United States.
(g) Funding. - (1) Except as provided in paragraph (2) , funds
authorized to be appropriated for operation and maintenance of the
Army, Navy, Marine Corps, Air Force, or Defense-wide activities may
be used to enter into agreements under this section.
(2) In the case of a military installation operated primarily
with funds authorized to be appropriated for research, development,
test, and evaluation, funds authorized to be appropriated for the
Army, Navy, Marine Corps, Air Force, or Defense-wide activities for
research, development, test, and evaluation may be used to enter
into agreements under this section with respect to the
installation.
(h) Definitions. - In this section:
(1) The term "Secretary concerned" means the Secretary of
Defense or the Secretary of a military department.
(2) The term "State" includes the District of Columbia, the
Commonwealth of Puerto Rico, the Commonwealth of the Northern
Marianas, and the territories and possessions of the United
States.
-SOURCE-
(Added Pub. L. 107-314, div. B, title XXVIII, Sec. 2811 (a) , Dec. 2,
2002, 116 Stat. 2705. )
-End-
�-!2
J ATTACHAIENT 3
RESOLUTION OF
THE LAND CONSERVANCY OF SAN LUIS OBISPO COUNTY
Authorization to Transfer the "West Cuesta Grade Railroad Properties"
to the City of San Luis Obispo as a Gift, Execute Conservation Easement, and Execute
"Agreement for Donation of Real Property and Reconveyance of Conservation
Easement Affecting Said Property"
WHEREAS, the Land Conservancy of San Luis Obispo County is a private, non-profit land
trust organized to preserve, protect and enhance lands having environmental, natural,
wildlife habitat, scenic,recreational, historic, cultural, and agricultural values; and
WHEREAS, in December 2005, the Land Conservancy of San Luis Obispo County
acquired from the Union Pacific Railroad three property interests, collectively known as
the "West Cuesta Grade Railroad Properties," which contain important natural resource
values and that also serve as important buffer lands for the purpose of Camp San Luis
Obispo's Army Compatible Use Buffer(ACUB) program; and
WHEREAS, the Land Conservancy of San Luis Obispo County now desires to transfer as a
gift and the City of San Luis Obispo desire to accept the "West Cuesta Grade Railroad
Properties"; and
WHEREAS, the City of San Luis Obispo will grant back to the Land Conservancy of San
Luis Obispo County a conservation easement in order to ensure permanent protection of
the conservation values, as well as to comply with certain provisions of the Cooperative
Agreement between the Land Conservancy of San Luis Obispo County and the National
Guard Bureau correspondent to the ACUB program and
WHEREAS, the Land Conservancy of San Luis Obispo County and the City of San Luis
Obispo will also enter into an "Agreement for Donation of Real Property and
Reconveyance of Conservation Easement Affecting Said Property" which sets forth the
terms and provisions for the transactions; and
Now,THEREFORE,BE rr RESOLVED, that the Board of Trustees of the Land Conservancy
of San Luis Obispo County authorize the transfer of the "West Cuesta Grade Railroad
Properties" to the City of San Luis Obispo as a gift, the execution of the Conservation
Easement, and the execution of the "Agreement for Donation of Real Property and
Reconveyance of Conservation Easement Affecting Said Property".
Gary Felsman, President, Board of Trustees
The Land Conservancy of San Luis Obispo County
ATTACHMENT 4
JULIE RQDEWAL� DG
San Luis Obispo County—Clerk/Recorder ]2118/2006
Recorded at the request of 8:00 AM
RECORDCtiG REQL-ESTED BY: First American Title Company
RRSTAti1:ERIC.A TITLE COW.P _Ny DOC#: 2006088632 Titles: t Pages: 6 .
I Fees 22.00
WHEN RECORDED MAIL TO: IIIIIII�IIIIIII 111IIIIIIIIIIIIIIIII TaxesConf
Others +• 10.00 +
f�glp $32'00
The Land Conservancy of
San Luis Obispo County
Attn: Robert A. Hill aFC Z�Q
743 Pacific Street 13 Y 6
San Luis Obispo, California 93401
MAIL TAX STATEMENTS TO:
The Land Conservancy of
San Luis Obispo County
Attn: Robert A. Hill
743 Pacific Street
San Luis Obispo, California 93401 ��� MONUMENT FEE $10'OQ
(Space above line for Recorder's use only)
APN 0 rl 3_3 Z _ 00'-j p i3 FI CD FEE PA101 EXEtAPT OUT OF
} e STAlnS
OrTO-- ou(.— 018 (i t
GRANT DEED -
ac
FOR VALUE RECEIVED, UNION PACIFIC RAILROAD COMPANY, a
Delaware corporation (formerly known as Southern Pacific Transportation Company, a
Delaware corporation, successor in interest to Southern Pacific Railroad Company) ("Grantor"),
grants to THE LAND CONSERVANCY OF SAN LUIS OBISPO COUNTY, a California non-
profit corporation("Grantee"), all of its right, title, and interest in and to that certain real property
described in Exhibits A and B attached hereto and incorporated by reference, and in and to an
undivided one-half (1/2) interest in and to that certain real property described in Exhibit C
attached hereto and incorporated by reference, all situated in County of San Luis Obispo, State of
Califoniia(collectively, the "Property").
THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO:
A. All liens, encumbrances, easements, covenants, conditions and restrictions of
record;
B. All matters which would be revealed or disclosed in an accurate survey of the
Property;
C. All matters which would be revealed or disclosed by a physical inspection of the
Property;
ATTACHMENT 4
D. A lien not yet delinquent for taxes for real property and personal property, and
any general or special assessments against the Property;
E. Zoning ordinances and regulations and any other notices, orders, laws,
ordinances, and governmental regulations and restrictions regulating the use, occupancy or
enjoyment of the Property, and amendments and additions thereto, now or hereafter in force or
effect; and
F. Existing licenses and other existing rights to use the Property and renewals
thereof("Use Rights"), regardless of whether visible, open and obvious, recorded or unrecorded,
or for public streets, rights of way or utilities
Except as may be otherwise provided in a written assignment or other written
agreement between Grantor and Grantee, Grantor reserves all income (including, without
limitation, rentals, license fees and royalties) from any Use Rights granted by Grantor or
Grantor's predecessors in interest. Grantee agrees that if Grantee receives any such income,
Grantee will promptly forward the income to Grantor.
IN WITNESS WHEREOF, the undersigned has executed this Deed as of
2006.
UNION PACIFIC RAILROAD COMPANY,
Attest: a Delaware corporation
401
Assistant Secretary TitleV SernicrVc
(SEAL)
2
,2-mss
ATTACHMENT 4
STATE OF NEBRASKA )
COUNTY OF DOUGLAS )
On 2006, before me; DonnaM.Wift" a
Notary Public in and for said County and State, personally appeared _ J.Michael Hemmer
and Barbara Holder Senior Vice President-law&General Co�fnse and Assistant
Secretary, respectively, of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons
whose names are subscribed to the within instrument, and acknowledged to me that they
executed the same in their authorized capacities, and that by their sipatures on the instrument
the persons, or the entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
(SEAL)
jX'a'nnD0'Nj4NA
OTARY-State of Nebraska M.COLTAANEomm.& .M 6,2oaa
3
2 ��
ATTACHMENT 4
EXHIBIT A
LEGAL DESCRIPTION OF PARCEL I OF PROPERTY
Real property in the unincorporated area, County of San Luis Obispo, State of California,
described as follows:
THE SOUTH 1/2 OF THE SOUTHWEST 1/4 OF SECTION 35, TOWNSHIP 29 SOUTH,
RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
APN: 070-061-018
ATTACHMENT 4
EXHIBIT B
LEGAL DESCRIPTION OF PARCEL 2 OF PROPERTY
Real property in the unincorporated area, County of San Luis Obispo, State of California,
described as follows:
LOTS 1, 8 AND 9 OF FRACTIONAL SECTION 2, TOWNSHIP 30 SOUTH, RANGE 12
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS
OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
APN: 073-321-003
ATTACHMENT 4
EXHIBIT C
LEGAL DESCRIPTION OF PARCEL 3 OF PROPERTY
Real property in the unincorporated area, County of San Luis Obispo, State of California,
described as follows:
PARCEL 1:
LOT 5 OF FRACTIONAL SECTION 2, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 1/2 INTEREST IN AND TO ALL MINERAL
SUBSTANCES, EXCEPTING THEREFROM OIL AND GAS, WITH THE RIGHT OF
INGRESS AND EGRESS THERETO AND THEREFROM, RESERVED BY P.A.H..ARATA
AND GRACE R. ARATA IN DEED RECORDED JANUARY 13, 1930 IN BOOK 81 PAGE
291 OF OFFICIAL RECORDS.
PARCEL 2:
LOTS 6, 7, 8, 10, 11, 12 AND 13 OF FRACTIONAL SECTION 3, TOWNSHIP 30 SOUTH,
RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 1/2 INTEREST IN AND TO ALL MINERAL
SUBSTANCES, EXCEPTING THEREFROM OIL AND GAS, WITH THE RIGHT OF
INGRESS AND EGRESS THERETO AND THEREFROM, RESERVED BY P.A.H. ARATA
AND GRACE R. ARATA IN DEED RECORDED JANUARY 13, 1930.IN BOOK 81 PAGE
291 OF OFFICIAL RECORDS.
APN: 073-321-013
END OF DOCUMENT
ATTACHMENT 4
JULIE RODEWALD °G
San Luis Obispo county—clerWRecorder 12/18/2008
Recorded at the request of 8:00 AM
First American Title,company
D o c#: 2006088632 Titles: 1 Pages: 6
Fees 22.00
DOC4
UMENTARY T I I IIII�II ull ll [III VIII III others 0.00
PAID $524.80
County Recorder
San Luis Obispo County
San Luis Obispo, California 93401 ��� i' 2006
Ladies and Gentlemen:
In accordance with Revenue and Taxation Code section 11932, it is requested that
this statement of documentary transfer tax not be recorded with the attached deed, but affixed to
the deed after recordation and before return as directed on the deed.
The deed names UNION PACIFIC RAILROAD COMPANY, a Delaware
corporation, as Grantor, and THE LAND CONSERVANCY OF SAN LUIS OBISPO COUNTY,
a California non-profit corporation, as Grantee. The property being transferred is located in
unincorporated San Luis Obispo, County of San Luis Obispo, State of California.
The amount of documentary transfer tax due on the attached deed is
Dollars ($,6rq a- ` �, computed on the full value of the
property (less the value of any liens and encumbrances remaining on the property at the time of
sale).
Very truly yours,
UNION PACIFIC RAILROAD COMPANY,
a Delaware corporation
By: r
Titl . Senior Vice President-Law R ramprairounse!
ATT'ACHMENT 'S
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
THE LAND CONSERVANCY OF
SAN LUIS OBISPO COUNTY
743 Pacific Street
San Luis Obispo, CA 93401
(Space above line for Recorder's use only)
DEED OF CONSERVATION EASEMENT
THIS GRANT DEED OF CONSERVATION EASEMENT ("Conservation Easement") is made
this _day of 2007, by The City of San Luis Obispo, a municipal corporation
and political subdivision of the State of California, having and address at 990 Palm Street, San
Luis Obispo, CA 93401 ("Grantors"), in favor of The Land Conservancy of San Luis Obispo
County, a California non-profit corporation qualified to do business in California, having an
address at 743 Pacific Street, San Luis Obispo, CA 93401 ("Grantee").
WITNESSETH:
WHEREAS, Grantors are the sole owners in fee simple of certain real property located in San
Luis Obispo County, California known as the West Cuesta Grade Railroad properties, and more
particularly described in Exhibit A attached hereto and incorporated by this reference (the
"Property"), and
WHEREAS, Grantors intend to grant to Grantee a Conservation Easement over their Property,
more particularly described in Exhibit B attached hereto and incorporated by this reference (the
"Easement Area"); and
WHEREAS, the Easement Area is comprised of scenic open space totaling approximately 163
acres that is currently in use for scenic open space, wildlife habitat, and recreational purposes,
together with the riparian areas of Stenner and Chorro Creeks, and certain improvements located
within the Easement Area; and
WHEREAS, Grantors are a municipal corporation under the laws of the State of California,
authorized to hold and manage real property, including the right to transfer certain rights and
obligations to such real property; and
WHEREAS, Grantee is a "qualified organization" as defined by Section 170(h)(3) of the Internal
Revenue Code and is eligible to hold this Conservation Easement pursuant to Section 815.3 of
California Civil Code. Grantee is a publicly supported, tax-exempt non-profit organization,
6/7/2007 Page I of 15
ATTACHMENT 5
qualified under Section 501(c)(3) of the Internal Revenue Code whose primary purpose is the
preservation, protection, or enhancement of land in its natural, scenic, historical, agricultural,
forested, and/or open space condition; and
WHEREAS, the Property was acquired pursuant to funding provided by the National Guard
Bureau (NGB) under a Cooperative Agreement with the Grantee in order to implement NGB's
Army Compatible Use Buffer Program (ACUB) for the benefit of Camp San Luis Obispo. The
purpose of the ACUB is to prevent incompatible land uses on the periphery of Camp San Luis
Obispo such as residential development or other uses which could lead to encroachment
problems at Camp San Luis Obispo; and
WHEREAS, Section 720 (b)(2) of the Cooperative Agreement with the National Guard Bureau
requires the Grantee to encumber parcels acquired pursuant to the Cooperative Agreement with a
conservation easement interest upon reconveyance to another party; and
WHEREAS, on 2007, the Board of Trustees of the Land Conservancy of
San Luis Obispo County, the governing body for the Grantee, passed a resolution authorizing the
conveyance of the parcels which comprise the Easement Area to the Grantors and subsequently
authorize the acceptance of the Conservation Easement, and all the rights and responsibilities
accruing therefrom, including monitoring, enforcement, stewardship, and the upholding of its
conservation purpose; and
WHEREAS, the Grantors desire to conserve and protect the open space character of the
Easement Area for continued open space uses by donating to the Grantee, exclusively to serve
this conservation purpose, this Conservation Easement which will restrict the future use of the
Easement Area to open space uses in perpetuity; and
WHEREAS, the conservation and protection of the Easement Area for continued open space use
will result in a significant public benefit, namely the dedication to perpetual open space usage of
land that otherwise would be a potential target for residential development or other uses that
could be deleterious to the open space characteristics of the Easement Area; and
WHEREAS, the Easement Area contains two parcels comprising four legally created lots which
will be restricted from their current and future development potential by this Conservation
Easement; and
WHEREAS, in addition to the Easement Area's important scenic open space values, the
Easement Area also contains significant natural resource values that are of great importance for
conservation. These include natural resources such as Coast Live Oak woodland (Quercus
agrifolia); natural, artesian springs supporting both Stenner and Chorro Creeks and their
associated riparian and fisheries habitats; rare and sensitive serpentine soils and their associated
botanical resources; and, numerous other rare plants and wildlife identified through the State of
California's Natural Diversity Data Base including Northern Interior Cypress Forest, San Luis
Obispo Sedge (Carex obispoensis), Dwarf Soaproot (Clorogalum pomeridianum var. minus),
6/7/2007 Page 2 of 15
2 -,2z
� J ATTACHMENT
San Benito Fritillary (Fritillaria viridea), Southwestern Pond Turtle (Clemmys marmorata
pallida), San Luis Mariposa Lily (Calochortus obispoensis), and Brewer's Spineflower
(Chorizanthe breweri). These natural resource values are considered to be of great importance to
the people of the City of San Luis Obispo, the County of San Luis Obispo, the State of
California, and the United States of America; and
WHEREAS, Grantors intend that these scenic, open space, and natural resource values
(collectively the "Conservation Values") of the Easement Area be preserved and maintained by
the continuation of land use patterns, including, without limitation, those relating to passive
recreation uses such as sight seeing, walking, hiking, biking, outdoor education, research, and
similar low intensity activities that do not significantly impair or interfere with those values; and
WHEREAS, Grantors further intend, as owners of the Property, to convey to Grantee the right to
preserve and protect the Conservation Values of the Easement Area in perpetuity; and
WHEREAS, the specific Conservation Values of the Easement Area, together with existing
structures and improvements, are documented in a report dated 2007,
which inventories relevant features of the Easement Area and is on file with both the Grantors
and the Grantee. The report, incorporated by this reference (the "Baseline Report"), consists of
narrative description, maps, photographs, and other documentation that the parties collectively
agree provides an accurate representation of the Easement Area at the time of this grant and
which is intended to serve as an objective information baseline for monitoring compliance with
the terms of this grant.
NOW, THEREFORE, in consideration of the above and the mutual covenants, terms, conditions,
and restrictions contained herein, and pursuant to the laws of California and in particular
Sections 815 and 816 of the Civil Code - Conservation Easements, Grantors hereby voluntarily
grant and convey to the Grantee a Conservation Easement in gross in perpetuity over the
Easement Area, which shall be a servitude running with the land. Every provision of this
Conservation Easement that applies to Grantors and Grantee shall also apply to and be binding
upon their respective agents, heirs, beneficiaries, executors, administrators, successors, and
assigns.
1. Purpose. It is the purpose of this Conservation Easement to assure that the Easement Area,
subject to the existing uses and reserved and conditional rights described herein, will be retained
forever in its open space and natural condition and to prevent any use within the Easement Area
that will significantly impair or interfere with the Conservation Values of the Easement Area.
Grantors intend that this Conservation Easement will confine the use of the Easement Area to
such activities, including, without limitation those relating to passive recreation uses such as
sight seeing, walking, hiking, biking, outdoor education, research; and similar activities that are
consistent with the purpose of this Conservation Easement.
2. Affirmative Rights of Grantee. To accomplish the purpose of this Conservation Easement,
the following rights are conveyed to Grantee by this Conservation Easement:
6/7/2007 Page 3 of 15
2-�
ATTACHMENT 5
a) To preserve and protect the Conservation Values of the Easement Area.
b) To enter upon the Easement Area at reasonable times in order to monitor Grantors'
compliance with and otherwise enforce the terms of this Conservation Easement and to
study and to make scientific observations; provided that such entry shall be upon prior
reasonable notice to Grantors, and Grantee shall not unreasonably interfere with Grantors'
use and quiet enjoyment of the Easement Area.
c) To prevent any activity on or use of the Easement Area that is inconsistent with the
Purpose of this Conservation Easement and to require the restoration of such areas or
features of the Easement Area that may be damaged by any inconsistent activity or use,
pursuant to paragraph 6.
d) To place signs upon publicly visible locations of the Easement Area which identify the
land as being protected by this Conservation Easement. The number and location of the
signs are subject to Grantors' prior written approval.
3. Prohibited Uses. Any activity on or use of the Easement Area inconsistent with the purpose
of this Conservation Easement is prohibited. Without limiting the generality of the foregoing,
the following activities and uses are expressly prohibited:
a) Division, Subdivision, or partitioning of the Easement Area in any way, whether by
physical, legal or any other process.
b) Residential, Commercial, and Industrial uses of any kind.
c) New buildings, structures, or other improvements, other than those specified herein as
reserved or conditional rights.
d) Waste dumps or dumping of any kind, except for the spreading of mulch, manure, wood
chips, or other organic material for the purposes of soil building or erosion control.
e) Coverage of land by asphalt, concrete, or other material that does not constitute a natural
cover for the land.
f) Alteration of the land surface through grading or soil dumping or trenching, except as
may be necessary for activities related to reserved or conditional rights.
g) Surface mineral development or mining of any kind.
h) Advertising signs or billboards of any kind.
6/7/2007 Page 4 of 15
ATTACHMENT
i) Cutting or removal of native trees, shrubs, or other vegetation within the Easement Area,
except as necessary for fire protection, thinning, elimination of diseased growth, and
similar protective measures.
j) Placement of rip-rap or other fill material within the riparian areas of Stenner and Chorro
Creek; the manipulation of any water course in any way; the diversion, extraction, or
export of any water resources on or beneath the Easement Area, regardless of any legal
water right accrued by virtue of ownership of the Easement Area.
k) Any use that would substantially add to the risk of erosion.
1) Installation of new above-ground utility systems, including, without limitation, water,
sewer, power, fuel, and communication lines and related activities and equipment.
m) Motorized off-road vehicle use, motorized off-road vehicle races, and the construction of
motorized off-road vehicle courses.
4. Reserved Rights. Grantors reserve to themselves, and to their personal representatives,
heirs, successors, and assigns, all rights accruing from their ownership of the Property, including
the right to engage in or permit or invite others to engage in all uses of the Easement Area that
are not expressly prohibited herein and are not inconsistent with the purpose of this Conservation
Easement. Without limiting the generality of the foregoing, the following rights are expressly
reserved:
a) Recreational activities, including hiking, biking, sight seeing and similar low intensity,
passive uses.
b) Educational activities and tours.
c) The right to restore damage to the Easement Area that may be caused by fire, flood,
storm, earth movements, or acts beyond the Grantors' control.
d) The right to maintain, repair, or replace all existing private roads, fences, bridges, trails,
and structures depicted in the Baseline Report, in substantially the same size and location,
that have been lawfully erected and maintained within the Easement Area, and to
continue any and all legally permitted uses pertaining to these amenities, provided that
such repair or replacement does not substantially interfere or impair the Conservation
Values.
e) The right to undertake conservation practices within the Easement Area which promote
soil stabilization and reduce erosion in accordance with sound, generally accepted
practices.
6n12007 Page 5 of 15
2_021
ATTACHMENT �
f) The construction and maintenance of signs as necessary to inform users of the Easement
Area of its identity and regarding rules or activities that are acceptable within the
Easement Area or that provide educational or interpretive information.
4.2. Conditional Rights. The following uses and activities may be undertaken with approval of
the Grantee as provided for in Paragraph 5 and in accordance with local, state, and federal law.
a) Construction and installation of an anticipated water pipeline and associated
infrastructure to serve the Nacimiento Water Project or other water supply / utilities
projects located within the general vicinity of existing pipelines and other appurtenances,
as depicted in the Baseline Report. All activities associated with this project will be
undertaken using best practices so as to minimize damage or disruption to the Easement
Area. Appropriate mitigation/restoration activities shall be implemented.
b) Construction and installation of beneficial riparian restoration /enhancement projects.
5. Notice of Intention to Undertake Certain Permitted Actions. The purpose of requiring
Grantors to notify Grantee prior to undertaking certain permitted activities, as provided in
paragraph 4.2, is to afford Grantee an opportunity to ensure that the activities in question are
designed and carried out in a manner consistent with the purpose of this Conservation Easement.
Whenever notice is required, Grantors shall notify Grantee in writing not less than thirty (30)
days prior to the date Grantors intend to undertake the activity in question. The notice shall
describe the nature, scope, design, location, timetable, and any other material aspect of the
proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its
consistence with the purpose of this Conservation Easement.
5.1 Grantee's Approval. Where Grantee's approval is required, as set forth in paragraph 5,
Grantee shall grant or withhold its approval in writing within thirty (30) days of receipt of
Grantors' written request. Grantee's approval may be withheld only upon a reasonable
determination by Grantee that the action as proposed would be inconsistent with the purpose of
this Conservation Easement. If Grantee does not respond to Grantors' written request to
undertake certain permitted activities, as provided in paragraph 4.2, then such activity shall be
deemed approved.
6. Grantee's Remedies. If Grantee determines that Grantors are in violation of the terms of
this Conservation Easement or that a violation is threatened, Grantee shall give written notice to
Grantors of such violation and demand corrective action sufficient to cure the violation and,
where the violation involves injury to the Easement Area resulting from any use or activity
inconsistent with the purpose of this Conservation Easement, to restore the portion of the
Easement Area so injured. If Grantors fail to cure the violation within thirty (30) days after
receipt of notice thereof from Grantee, or under circumstances where the violation cannot
reasonably be cured within a thirty (30)-day period, fail to begin curing such violation within the
thirty (30)-day period, or fail to continue diligently to cure such violation until finally cured,
Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce the
6/7/2007 Page 6 of 15
' ATTACHMENT i
terms of this Conservation Easement, to enjoin the violation, ex parte as necessary, by temporary
or permanent injunction, to recover any damages to which it may be entitled for violation of the
terms of this Conservation Easement or injury to any Conservation Values protected by this
Conservation Easement, including damages for the loss of any of the Conservation Values, and
to require the restoration of the Easement Area to the condition that existed prior to any such
injury. Without limiting Grantors' liability therefor, Grantee, in its sole discretion, may apply
any damages recovered to the cost of undertaking any corrective action on the Easement Area. If
Grantee, in its sole discretion, determines that circumstances require immediate action to prevent
or mitigate significant damage to the Conservation Values of the Easement Area, Grantee may
pursue its remedies under this paragraph without waiting for the period provided for cure to
expire. Grantee's rights under this paragraph apply equally in the event of either actual or
threatened violations of the terms of this Conservation Easement, and Grantors agree that
Grantee's remedies at law for any violation of the terms of this Conservation Easement are
inadequate and that Grantee shall be entitled to the injunctive relief described in this paragraph,
both prohibitive and mandatory, in addition to such other relied to which Grantee may be
entitled, including specific performance of the terms of this Conservation Easement, without the
necessity of proving either actual damages or the inadequacy of otherwise available legal
remedies. Grantee's remedies described in this paragraph shall be cumulative and shall be in
addition to all remedies now or hereafter existing at law or in equity.
6.1 Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this
Conservation Easement against Grantors, including, without limitation, costs of suit, attorneys'
fees, expert witness fees, consultation fees and any costs of restoration necessitated by Grantors'
violation of the terms of this Conservation Easement shall be borne by Grantors. If Grantors
prevail in any action taken by Grantee to enforce the terms of this Conservation Easement,
Grantors' costs of suit, including, without limitation, attorneys' fees, expert witness fees, and
consultation fees, shall be borne by Grantee.
6.2 Grantee's Discretion. Enforcement of the terms of this Conservation Easement shall be at
the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this
Conservation Easement in the event of any breach of any term of this Conservation Easement by
Grantors shall not be deemed or construed to be a waiver by Grantee of such term or of any of
Grantee's rights under this Conservation Easement. No delay or omission by Grantee in the
exercise of any right or remedy upon any breach by Grantors shall impair such right or remedy or
be construed as a waiver.
6.3 Waiver of Certain Defenses. Grantors hereby waive any defense of laches or estoppel.
6.4 Acts Beyond Grantors' Control. Nothing contained in this Conservation Easement shall
be construed to entitle Grantee to bring any action against Grantors for any injury to or change in
the Easement Area resulting from causes beyond Grantors' control, including, without limitation,
fire, flood, storm, and earth movement, or from any prudent action taken by Grantors under
emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area
resulting from such causes.
6/7/2007 Page 7 of 15
ATTACHMENT
7. Access. The general public may access all or a portion of the Easement Area by this
Conservation Easement, consistent with reasonable regulation concerning said access and
permitted uses.
8. Costs and Liabilities. Grantors retain all responsibility and shall bear all costs and liabilities
of any kind related to the ownership, operation, upkeep, and maintenance of the Easement Area,
including the maintenance of adequate comprehensive general liability insurance coverage.
Grantors shall keep the Easement Area free of any liens arising out of any work performed for,
materials furnished to, or obligations incurred by Grantors.
8.1 Taxes. Grantors shall pay all taxes, assessments, fees, and charges of whatever description
levied on or assessed against the Property and Easement Area by competent authority
(collectively "Taxes"), including any Taxes imposed upon, or incurred as a result of, this
Conservation Easement, and shall furnish Grantee with satisfactory evidence of payment upon
request. Grantee retains the right, but not the obligation, to pay all such Taxes if not paid in a
timely manner by the Grantor, and shall be promptly reimbursed by Grantor upon request.
8.2 Hold Harmless. Grantors shall hold harmless; indemnify, and defend Grantee and its
members, directors, officers, employees, agents, and contractors and the heirs, personal
representatives, successors, and assigns of each of them (collectively "Indemnified Parties") from
and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims,
demands, or judgments, including, without limitation, reasonable attorneys' fees, arising from or
in any way connected with: (1) injury to or the death of any person, or physical damage to any
property, resulting from any act, omission, condition, or other matter related to or occurring on or
about the Easement Area, regardless of cause, unless due solely to the negligence of any of the
Indemnified Parties; (2) hazardous substances or waste, and the liabilities and obligations of an
"owner" or "operator" as defined and used in environmental law, including without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended; and (3) the obligations specified in paragraphs 8 and 8.1.
Grantee shall hold harmless, indemnify, and defend Grantors and their members, directors,
officers, employees, agents, and contractors and the heirs, personal representatives, successors,
and assigns of each of them (collectively "Indemnified Parties") from and against all liabilities,
penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments,
including, without limitation, reasonable attorneys' fees, arising from or in any way connected
with the existence or administration of this Conservation Easement, including the injury to or the
death of any person, or physical damage to any property, resulting from any act, omission,
condition, or other matter related to or occurring on or about the Easement Area, regardless of
cause, unless due solely to the negligence of any of the Indemnified Parties.
9. Extineuishment. If circumstances arise in the future that render the purpose of this
Conservation Easement impossible to accomplish, this Conservation Easement can only be
terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of
6n12007 Page 8 of 15
;2-.2-e
ATTACHMENT S0
competent jurisdiction. The amount of the proceeds to which Grantee shall be entitled to from
any sale, exchange, or involuntary conversion (after the satisfaction of prior claims) of all or any
portion of the Easement Area subsequent to such termination or extinguishment, shall be
determined in accordance with paragraph 9.1 (unless California law at the time provides that
Grantors shall be entitled to the full proceeds of the sale, exchange, or involuntary conversion of
the Easement Area without regard to the perpetual nature of this Conservation Easement).
Grantee shall use all such proceeds in a manner consistent with the conservation purposes of this
grant.
9.1 Proceeds. This Conservation Easement constitutes a real property interest immediately
vested in Grantee, which, for the purposes of paragraph 9, the parties stipulate to have a fair
market value determined by multiplying the fair market value of the Easement Area
unencumbered by the Conservation Easement (minus any increase in value after the date of this
grant attributable to improvements) by the ratio of the value of the Conservation Easement at the
time of this grant to the full market value of the Easement Area at the time of this grant. The
values at the time of this grant shall be those values used to calculate the deduction for federal
income tax purposes allowable by reason of this grant, pursuant to Section 170(h) of the Intemal
Revenue Code of 1954, as amended. For the purposes of this paragraph, the ratio of the value of
the Conservation Easement to the value of the Easement Area unencumbered by the
Conservation Easement shall remain constant.
9.2 Condemnation. If the Conservation Easement is taken, in whole or in part, by exercise of
the power of eminent domain, Grantors and Grantee shall be entitled to compensation in
accordance with applicable law.
10. Assignment. This Conservation Easement is transferable, but Grantee may assign its rights
and obligations under this Conservation Easement only to an organization that is deemed
mutually acceptable by both parties and that is a qualified organization at the time of transfer
under Section 170(h) of the Internal Revenue Code of 1954, as amended (or any successor
provision then applicable), and the applicable regulations promulgated thereunder, and
authorized to acquire and hold conservation easements under state statute (or any successor
provision then applicable). As a condition of such transfer, Grantee shall require that the
conservation purposes of this grant continue to be carried out.
11. Subsequent Transfers. Grantors may transfer all or a portion of the Easement Area only
with written authorization from the Grantee. If such authorization is granted, Grantors further
agree to incorporate the terms of this Easement in any deed or other legal instrument by which
they divest themselves of any interest in all or a portion of the Easement Area, including, without
limitation, a leasehold interest or licensed use, and subject to the provisions contained in
paragraphs 3 through 5.1. Grantors further agree to give written notice to Grantee of the transfer
of any interest at least twenty (20) days prior to the date of such transfer. Any proceeds from an
authorized transfer, lease, or licensed use by Grantor shall be immediately forwarded to Grantee.
The failure of Grantors to perform any act required by this paragraph shall not impair the validity
of this Easement or limit its enforceability in any way.
6/7/2007 Page 9 of 15
21--�
ATTACHMENT.
12. Estoppel Certificates. Upon request by Grantors, Grantee shall within thirty (30) days
execute and deliver to Grantors any document, including an estoppel certificate, which certifies
Grantors' compliance with any obligation of Grantors contained in this Conservation Easement
and otherwise evidences the status of this Conservation Easement as may be requested by
Grantors.
13. Notices. Any notice, demand, request, consent, approval, or communication that either party
desires or is required to give to the other shall be in writing and either served personally or sent
by first class mail, postage prepaid, addressed as follows:
To Grantors: Ken Hampian, Chief Administrative Officer
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
To Grantee: Robert A. Hill, Conservation Director
Land Conservancy of San Luis Obispo County
743 Pacific Street
San Luis Obispo, CA 93401
or to such other address as either party from time to time shall designate by written notice to the
other.
14. Recordation. Grantee shall record this instrument in timely fashion in the official records of
San Luis Obispo County, California, and may re-record it at any time as may be required to
preserve its rights in this Conservation Easement.
15. General Provisions.
a) Controlling Law. The interpretation and performance of this Conservation Easement
shall be governed by the laws of the State of California.
b) Liberal Construction. Any general rule of construction to the contrary
notwithstanding, this Conservation Easement shall be liberally construed in favor of
the grant to effect the purpose of this Easement and the policy and purpose of the
Conservation Act of 1979. If any provision in this instrument is found to be
ambiguous, an interpretation consistent with the purpose of this Conservation
Easement that would render the provision valid shall be favored over any
interpretation that would render it invalid.
c) Severability. If any provision of this Conservation Easement, or the application
thereof to any person or circumstance, is found to be invalid, the remainder of the
6/7/2007 Page 10 of 15
ATTACHMENT �
provisions of this Conservation Easement, or the application of such provision to
persons or circumstances other than those as to which it is found to be invalid, as the
case may be, shall not be affected thereby.
.d) Entire Agreement. This instrument sets forth the entire agreement of the parties with
respect to the Conservation Easement and supersedes all prior discussions,
negotiations, understandings, or agreements relating to the Conservation Easement,
all of which are merged herein.
e) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of
Grantors' title in any respect..
f) Joint Obligation. The obligations imposed by this Conservation Easement upon
Grantors shall be joint and several.
g) Successors. The covenants, terms, conditions, and restrictions of this Conservation
Easement shall be binding upon, and inure to the benefit of, the parties hereto and
their respective personal representatives, heirs, successors, and assigns and shall
continue as a servitude running in perpetuity.
h) Termination of Rights and Obligations. A party's rights and obligations under this
Conservation Easement terminate upon transfer of the party's interest in the Easement
Area or Property, except that liability for acts or omissions occurring prior to transfer
shall survive transfer.
i) Captions. The captions in this instrument have been inserted solely for convenience
of reference and are not a part of this instrument and shall have no effect upon
construction or interpretation.
j) Counterparts. The parties may execute this instrument in two or more counterparts,
which shall, in the aggregate, be signed by both parties; each counterpart shall be
deemed an original instrument as against any party who has signed it. In the event of
any disparity between the counterparts produced, the recorded counterpart shall be
controlling.
[The remainder of this page has been left intentionally blank]
6n12007 Page 11 of 15
ATTACHMENT
TO HAVE AND TO HOLD unto Grantee, its successors, and assigns forever.
IN WITNESS WHEREOF Grantors and Grantee have set their hands on the day and year
first written above.
CITY OF SAN LUIS OBISPO:
By: DATE:
DAVID F. ROMERO, MAYOR
ATTEST: APPROVED AS TO FORM:
Audrey Hooper, CMC 4effa<an Lowell
City Clerk City Attorney
THE LAND CONSERVANCY OF SAN LUIS OBISPO COUNTY:
By: DATE:
GARY FELSMAN, PRESIDENT
BOARD OF TRUSTEES
[Acknowledgments]
SCHEDULE OF EXHIBITS:
Exhibit A —Legal Description of Property
Exhibit B—Legal Description of Easement Area
Exhibit C—Baseline Report
6/7/2007 Page 12 of 15
Z ✓.z
ATTACHMENTS S
EXHIBIT A
Legal Description of Property
Real property in the unincorporated area, County of San Luis Obispo, State of California,
described as follows:.
Parcel 1:
THE SOUTH 1/2 OF THE SOUTHWEST 1/a OF SECTION 35, TOWNSHIP 29 SOUTH,
RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
APN 070-061-018
Parcel 2:
LOTS 1, 8, AND 9 OF FRACTIONAL SECTION 2, TOWNSHIP 30 SOUTH, RANGE 12
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS
OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
APN 073-321-003
Parcel 3:
LOT 5 OF FRACTIONAL SECTION 2, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
LOTS 6, 7, 8, 10, 11, 12, AND 13 OF FRACTIONAL SECTION 3, TOWNSHIP 30 SOUTH,
RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED '/z INTEREST IN AND TO ALL MINERAL
SUBSTANCES, EXCEPTING THEREFROM OIL AND GAS, WITH THE RIGHT OF
INGRESS AND EGRESS THERETO AND THEREFROM, RESERVED BY P.A.H. ARATA
AND GRACE R. ARATA IN DEED RECORDED JANUARY 13, 1930 IN BOOL 81 PAGE
291 OF OFFICIAL RECORDS.
APN 073-321-013
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2�Sc5
ATTACHMENT
EXHIBIT B
Legal Description of Easement Area
Real property in the unincorporated area, County of San Luis Obispo, State of California,
described as follows:
Parcel 1:
THE SOUTH 1/z OF THE SOUTHWEST 1/ OF SECTION 35, TOWNSHIP 29 SOUTH,
RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
APN 070-061-018
Parcel 2:
LOTS 1, 8, AND 9 OF FRACTIONAL SECTION 2, TOWNSHIP 30 SOUTH, RANGE 12
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS
OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
APN 073-321-003
6/7/2007 Page 14 of 15
lJU7
i\J
ATTACHMENT
EXHIBIT C
Baseline Report
Signed original copies of the Baseline Report are on file with both the Grantor and the Grantee.
6/7/2007 Page 15 of 15
ATTACHMENT 4
PLANNING COMMISSION
RESOLUTION NO. 5473-07
A RESOLUTION OF THE SAN LUIS OBISPO PLANNING COMMISSION
FINDING THAT THE PROPOSED ACQUISITION OF FEE INTEREST IN
LAND IS CONSISTENT WITH THE CITY OF SAN LUIS OBISPO'S
GENERAL PLAN
GPC 30-07
WHEREAS, the Planning Commission of the City of San Luis Obispo conducted
a public hearing in the Council Chamber of City Hall, 990 Palm Street, San Luis Obispo,
California, on March 28, 2007, for the purpose of considering Application #GPC 30-07,
a General Plan conformity report on the proposed acceptance of fee title to 315 acres of
land from the Land Conservancy of San Luis Obispo County, at TV Tower Road on
West Cuesta Ridge, in the unincorporated County of San Luis Obispo; and
WHEREAS, said public hearing was for the purpose of formulating and
forwarding recommendations to the City Council of the City of San Luis Obispo
regarding the project; and
WHEREAS, notices of said public hearing were made at the time and in the
manner required by law;and
WHEREAS, the Planning Commission has duly considered all evidence,
including the testimony of the applicant, interested parties, and the evaluation and
recommendations by staff, presented at said hearing.
NOW, THEREFORE, BE IT RESOLVED by the Planning Commission of the City
of San Luis Obispo finds that the proposed acquisition is consistent with the General
Plan of the City of San Luis Obispo, and directs staff to report same to the City Council
at the time of consideration of the acquisition by the City Council.
On motion by Commr. Stevenson, seconded by Commr Ashbaugh, and on the following
roll call vote:
AYES: Commrs. Brodie, Ashbaugh, Christianson, McCoy, Stevenson, Gould-Wells
NOES: None
REFRAIN: None
ABSENT: Miller
The foregoing resolution was passed and adopted this 28 day of March, 2007.
Kim Murry, Secret
Planning Commission
02_114;91
ATTACHMENT 7
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO
AUTHORIZING ACCEPTANCE OF A GIFT OF REAL PROPERTY AND
RECONVEYANCE OF A CONSERVATION EASEMENT THEREON
WHEREAS, the Land Conservancy of San Luis Obispo County, ("Grantor") is the
owner in fee simple of certain real property in the City of San Luis Obispo County,
California, described as Assessor's Parcel Numbers 070-061-018 and 073-321-003,
and an undivided '/2 interest in certain real property described as Assessor's Parcel
Number 073-321-013 ("the "Property"); and
WHEREAS, the Property possesses high natural resource values including
wildlife and botanical resources, and scenic open space values (the "Conservation
Values") of great importance to Grantor, the people of the City of San Luis Obispo, and
the people of the State of California; and
WHEREAS, the City of San Luis Obispo is a chartered municipal corporation of
the State of California that is authorized by law to accept such gifts of real property, and
to dispose of real property; and
WHEREAS, Grantor intends that the conservation values of said portions of the
Property be preserved and maintained by the continuation of currently existing land use
patterns; and
WHEREAS, the City of San Luis Obispo intends, upon taking ownership of the
Property, to convey back to the Land Conservancy of San Luis Obispo County the right
to preserve and protect the conservation values of the Property in perpetuity; and
WHEREAS, the City of San Luis Obispo agrees by accepting this gift of real
property to honor the intentions of Grantor stated herein and to preserve and protect in
perpetuity the conservation values of said portions of the Property for the benefit of this
generation and the generations to come.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San
Luis Obispo hereby:
1. Authorizes and directs the Mayor to accept the offer of fee title to the
properties described as Assessor's Parcel Numbers 070-061-018 and
073-321-003, and an undivided l/2 interest in Assessor's Parcel
Number 073-321-013; and donation of a Conservation Easement
from King Ventures, Inc., covering a portion of Assessor's Parcel
Number 053-022-016, subject to non-substantive changes approved
by the City Attorney; and
ATTACHMENT
2. Further authorizes and directs the Mayor to reconvey a Deed of
Conservation Easement to Assessor's Parcel Numbers 070-061-018
and 073-321-003 to the. Land Conservancy of San Luis Obispo
County as presented to the City Council this date.
Approved and adopted this 19th day of June, 2007.
On motion of , seconded by and
on the following roll call vote:
AYES:
NOES:
ABSENT:
David F. Romero, Mayor
ATTEST:
Audrey Hooper, City Clerk
APPROVED AS TO FORM:
J n P. Lowell, City Attorney