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Home My WebLink About02-16-2016 Agreement - Real Property Exchange 2881 Broad Street - California Coastal Investmens and Vista Da Praia LPDocuSign Envelope ID:4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 REAL PROPERTY EXCHANGE AGREEMENT THIS REAL PROPERTY EXCHANGE AGREEMENT ("Agreement") is dated as of , 2016, and is made and entered into by and between California Coastal inveslnents, LLC, a California Limited Liability Company and Vista Da Praia, LP, a California Limited Partnership (collectively "Developers"), and the City of San Luis Obispo, a California municipal corporation and charter city ("City"). Developers and City are collectively referred to as "Parties". RECITALS A. Developers own that certain real property located at 2881 Broad Street. Said property is described in Exhibit A ("2881 Broad Street"). B. City owns that certain real property located adjacent to 2881 Broad Street. Said City property is described in Exhibit B ("City Property"). C. City acquired City Property in fee as Lot A of Stoneridge Tract 1150 as shown in map recorded in Book 13 of Maps Page 48 on file in the office of the County Recorder of San Luis Obispo County, State of California. D. Said Lot A is a remnant parcel from Tract 1150 (Stoneridge I), dedicated in fee to the City, with the intent that it be included with future development south of Stoneridge Drive. E. Developer wishes to acquire a portion of the City Property conceptually shown in Exhibit C attached hereto ("Surplus Property") in order to facilitate development of 2881 Broad Street. F. City Council Resolution No. 10693 (2016 Series) made findings regarding the disposition of the Surplus Property. It was determined that City no longer has need for the Surplus Property, and that the disposition of Surplus Property to facilitate residential development is consistent with the policies of the Land Use and Housing Elements of the General Plan. G. In exchange for obtaining Surplus Property, Developers will dedicate right-of-way to the City for street purposes at the easterly end of Perkins Lane to accommodate future street improvements benefitting the City and the public. The Perkins Lane right-of-way is also conceptually shown in Exhibit C attached hereto ("Perkins Lane Dedication"). AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the mutual covenants set forth below, City and Developers agree as follows: 1. Recitals Incorporated. The above Recitals are true and correct and are incorporated into this Agreement by this reference. DocuSign Envelope ID: 4CAE64l36-5D53-4B0E-89F1-D51DD20OD378 2. Transfer of Rea! Property. a. Surplus Property to Developers. Upon satisfaction or waiver by City of each and every condition precedent set forth in Section 4 below, City agrees to convey title to the Surplus Property to Developers. The method of conveyance shall be by quitclaim deed substantially in the form attached hereto as Exhibit E (the "Quitclaim Deed") b. ['erkins Lane Dedication. Subject to the terms and conditions hereof, Developers shall irrevocably offer to dedicate to City the Perkins Lane Dedication, substantially in the form attached hereto as Exhibit F (the "Offer of Dedication"). Any fees and property taxes required by County to record the exchange shall be the sole responsibility of Developers. 3. Escrow and Closing. This transaction contemplated by this Agreement shall be consummated through an escrow ("Escrow") established at First American Title Company, San Luis Obispo, California ("Escrow Company"), or another escrow company mutually agreeable by City and Developers. Upon Escrow Company's receipt of written notice from City of satisfaction or completion of the conditions precedent set forth in Section 4 below, Escrow Company shall record in the following order: Quitclaim Deed, Offer of Dedication, Street Easement (as defined in Section 4.b), Landscape Easement (as defined in Section 4.c), and Notice of Merger (as defined in Section 4.d), in the Official Records of San Luis Obispo County ("Closing"). All costs and expenses related to this Agreement and Escrow, including, but not limited to, escrow fees, documentary transfer taxes, and recording fees, shall be the sole and absolute responsibility of Developers. 4. Conditions Precedent to Conveyance for City's Benefit. Closing this transaction and City's obligation to convey title to the Surplus Property to Developers is expressly conditioned upon Developers' completion of the following conditions precedent, which may only be approved or waived by City in writing: a. Developers' submittal to City of the signed Offer of Dedication in a form approved by the City. b. Developers' submittal to City of an approved signed offer of dedication in a form approved by the City for a street easement along Stoneridge Drive to accommodate installation of future sidewalk and/or a right -turn lane ("Street Easement"). The configuration of said easement is conceptually shown in Exhibit D attached hereto. c. Developers' submittal to City of an approved signed easement agreement between Developers and the Homeowner's Association for Stoneridge Tracts 1150 and 2126 for an easement at the intersection of Stoneridge Drive and Broad Street to accommodate maintenance and repair of the existing DocuSign Envelope ID: 4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 monument sign, electrical service and landscaping for the Stoneridge Tracts 1150 and 2126 subdivisions as noted in Exhibit D ("Landscape Easement"). d. Developers' submittal to City of an approved signed Notice of Merger merging 2881 Broad and Surplus Property into a single lot ("Notice of Merger"). e. Developers' submittal of any fees and property taxes, including recording fees and title fees, required by County and the Escrow Company to record the exchange and the associated documents. f. The City's receipt of an updated preliminary title report from Escrow Company as of the date of the Closing showing title to 2881 Broad Street in the name of Developers subject only to the following conditions of title: i. A lien to secure payment of real estate taxes and supplemental taxes, if any, not delinquent; ii. Matters affecting the condition of title created by or with the written consent of City; g. Printed exceptions and exclusions as specified on the Preliminary Title Report approved by City. h. Submittal by Developers to Escrow any preliminary change of ownership reports. i. Any other documents, information or fees requested by City to consummate this transaction. 5. Condition cif Title of Real Property. Developers agree to offer the Perkins Lane Dedication to the City free and clear of any conflicting liens and encumbrances, leases, assessments, easements, and other possessory or non -possessory interests in the real property, except for recorded public utility easements, recorded public rights of way, or other liens or encumbrances approved by the City. Prior to Closing, Developers shall submit a current preliminary title report or Lot Book Guarantee for property overlying the Perkins Lane Dedication area to confirm the acceptability of the condition of title in advance of Closing. 6. Consideration. The Parties agree that Perkins Lane Dedication and Surplus Property are of equal value. The Perkins Lane Dedication provides a significant public benefit as a whole and constitutes adequate consideration for the property transferred, and no monetary consideration shall be exchanged. DocuSign Envelope ID: 4CAE64B6-5D53-4BOF-89F1-D51DD200D378 7. "As -Is": Environmental Indemnity Agreement. AS -IS, WHERE IS To the maximum extent permitted by law, Developers agree to accept the Surplus Property on an "as -is" and "where -is" basis, with all faults and any and all latent and patent defects, and without any representation or warranty, all of which City and its representatives hereby disclaim. As a material part of the consideration for the City's agreement to enter into the Real Property Exchange Agreement, City shall be released, held harmless and indemnified by Developers and their successors and assigns, and completely protected, to the fullest extent possible under the law, from any and all claims, liabilities and obligations associated with the physical or environmental condition of Surplus Property and Developers and their successors and assigns, as transferees, shall accept all risks, liabilities and financial obligations arising from or relating to the physical and environmental condition of Surplus Property, regardless of the nature or degree of any defect in such condition. 8. Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party regarding any default by the other party shall impair such right or remedy or be construed as a waiver. A party's consent or approval of any act by the other party requiring consent or approval shall not be deemed to waive or render unnecessary said party's consent to or approval of any subsequent act of the other party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9. Legal Action. In addition to any other rights or remedies either party has under this Agreement, either party may take legal action to: (a) cure, correct or remedy any default by the other party; (b) compel specific performance of this Agreement; (c) obtain injunctive relief, or (d) obtain any other remedy consistent with the purpose of this Agreement. 10. Notices. Any notice, demand, request, consent, approval or communication under this Agreement shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed given (a) upon personal delivery or (b) forty-eight (48) hours from deposit of such notice in the United States mail, postage prepaid. To City: City of San Luis Obispo 919 Palm Street San Luis Obispo, CA 93401 Attn: City Manager DocuSidn Envelope ID: 4CAE64B6-5D53-4BOF-89F1-D51DD200D378 To Developers: California Coastal Investments, LLC 2436 Broad Street San Luis Obispo CA 93401 Vista Da Praia Investments, LP PO Box 1410 Arroyo Grande CA 93421 11. Agreement Assignment. Developers shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. Amendment. This Agreement may be amended at any time by the mutual consent of the Parties by a written instrument signed by both Parties. 14. AMhority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. 15. Severability. Each term, covenant, condition or provision of this Agreement is intended to be severable. If any term, covenant, condition or provision contained in this Agreement is held to be invalid, void or illegal by any court of competent jurisdiction, such provision shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other term, covenant, condition or provision contained in this Agreement. If such term, covenant, condition or provision shall be deemed invalid due to its scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. 16. Interpretation. The paragraph headings of this Agreement are for reference and convenience only, are not made part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. The provisions of this Agreement shall be construed in a reasonable manner to implement the purposes of the Parties and of this Agreement. This Agreement shall be construed as if drafted jointly by City and Developers. 17. Indemnification. Developers shall defend, indemnify, and hold harmless the City or its agents, officers, and employees from any claim, action, or proceeding against the City or its agents, officers, or employees arising out of or related to the City's approval of this Agreement. The City shall promptly notify Developers of any claim, action, or proceeding received by the City. DocuSign Envelope ID: 4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 18. Entire Agreement. This Agreement represents the entire understanding of City and Developers as to the matters contained herein, and no prior oral or written understanding shall be of any force or effect with respect to the matters covered in this Agreement. 19. Attorney's Fees. If any legal action or proceeding arising out of or relating to this Agreement is brought by either party to this Agreement, the prevailing party will be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorney's fees, costs, and expenses incurred in the action or proceeding by the prevailing party. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers and representatives as of the date first set forth above. CITY OF SAN LUIS OBISPO, a California municipal corporation By: /�ti Pursuant to authority conferred by Resolution No. 10693 (2016 Series) ATTEST: By: l Carrie Gallagher City Clerk - APPROVENJAS TO FORM: J. istine Dietrick C t Attorney DEVELOPERS CAP]FORN[A COASTAL INVESTMENTS, LLC, a California Limited Liability Company ocuSlgned by: Vocle;sErKNewton, Member DocuSigned by: - ,U/fD t ln, rim ewton, ember DocuSign Envelope ID:4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 VISTA DA PRAIA INVESTMENTS, LP, a California Limited Partnership By: DC Property Investments, LLC A California limited liability company its General Partner Aoeu8lgned by: vu -shin, P(Vt,S Dustin fires, Manager DacuSigned 4y: (Yis{ila,al. PiVt,S ns . ires, Manager By: Ezequiel F. Correia, Trustee of the Correia 2005 Living Trust Dated March 1, 2005 its 1� jpePartner Ezequiel . 6ueia, Trustee By Maria A. Cr. Correia, Trustee of the Correia 2005 Living Trust Dated March 1, 2005 its � r teA Partner Mavia Q. (oV AOL Maria A. r. Correia, Trustee By: Ezequiel R. Correia its 1. 'jQ&O�?artner Ezequiel R. Correia By: Rachel A. Correia tts g5i jjj �Xi� artnL"1' F ( wm-x Riche A. Correia By: Dustin J. Pires i L� . �artner Dustin J. Pires DocuSidn Envelope ID:4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 By: Cristina C. Pires its ir itcA Partner ecu Igat y' (YiS{i" �iVt,S CriSelna E. IvIres. DocuSign Envelope ID: 4CAE64B6-5D53-4BOF-89F1-D51DD200D378 Exhibit A Legal Description of 2881 Broad (A.P.N.: 004-581-001) THAT PORTION OF LOT 1 OF YOAKUM POULTRY UNITS, ACCORDING TO MAP RECORDED MARCH 11, 1927, IN BOOK 3, PAGE 89 OF MAPS, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT, THENCE SOUTH 32°29' EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT, 90 FEET TO THE MOST EASTERLY CORNER OF SAID LOT, THENCE SOUTH 57°31' WEST ALONG THE SOUTHEASTERLY LINE OF SAID LOT, 171 FEET, THENCE NORTHWESTERLY IN A STRAIGHT LINE TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT WHICH BEARS SOUTH 66°40' WEST 163.5 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT; THENCE NORTH 66°40' EAST ALONG SAID NORTHWESTERLY LINE OF SAID LOT, 163.5 FEET TO THE POINT OF BEGINNING. End of description DocuSign Envelope ID: 4CAE6466-5D53-4l30E-89F1-1351DD20OD378 Exhibit B Legal_ Description of City Property LOT "A" OF TRACT NO. 1150, ACCORDING TO THE MAP THEREOF, RECORDED SEPTEMBER 10, 1986 IN BOOK 13 OF MAPS, AT PAGE 48, SAN LUIS OBISPO COUNTY RECORDS. End of description m»gdnEnvelope ID: 4CAE9m3v3-4 mme9Fl3eDD22v2 ( \ 0 k \ k 0 �§ �k § Q +� Exhibit r � / j ` ` LOT EXCHANGE ,k Z � SURPLUS PROPERTY 2881 e■0A■■T !� SAN LuSOBSPo C :� S/ cn2na.m M9 23 77 ; `� 99 Q j)j\ )Z()S 2 ) \ §;• f)22/fG el | / - 9� � / \ y % I �82'frnj {% o � �/z \ �( � �a 2 � ,a m o_ §§ ��§ ca 2 A . |_�E A 2-1 ° z C3;D> ® ! �ik�\�\ �[\ / �■ ao—m �. -4 �• er�� / � f * , ■� ■■. \\ � BROAD ST \� j _mBT' ` LOT EXCHANGE ,k }O � SURPLUS PROPERTY 2881 e■0A■■T !� SAN LuSOBSPo C :� DocuSign Envelope ID: 4CAE6466-053-413OF-89F1-D51DD20OD378 z FA Exhibit D r rrrr VON?WNL II II II ((..tl I//III ..IIJJ ((IS�I �NJNJJN ��woNWniN NN•'Aoaa'r--� •c VmV W W�I E1I�clllIco^cs� 4Y i"2 NP71N1Zp'1Y N 2021'21• W 115.501M1I) TO A �m m 070 m om m0 Or AO O p O m O n D <> m Drn D o m m O m m II 6 N 31'10'51'W J6 821P) m O Z m _ rA Z A H W N + I, Irl (7 11� 4L� I m v G) m Iv i TO RIGHT -OF= 213' m� Ilrrg m I� I TO FLIGHT -OF 22-5' 28' 9�Y LIY�I4 ws-Y stl� Itli m m iC s EXHIBIT 'D' LOT EXCHANGE EXHIBIT �`: io,® p P P SURPLUS PROPERTY 2867 BROAD ST. 0 SAN LUIS OBISPO, CA o� DocuSign Envelope ID:4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of San Luis Obispo Attn: City Clerk 990 Palm Street San Luis Obispo, CA 93401 Exhibit E Above space for Recorder's use only QUITCLAIM DEED THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY TRANSFER TAX is $ ❑ computed on full value of property conveyed; or ❑ computed on full value less liens and encumbrances remaining at time of sale. ❑ Unincorporated Area ❑ City of FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the City of San Luis Obispo, a California municipal corporation does hereby REMISE, RELEASE, and QUITCLAIM to California Coastal Investments, LLC, a California Limited Liability Company, and Vista Da Praia, LP, a California Limited Partnership, a portion of Lot "A" of Tract No. 1150 in the City of San Luis Obispo, County of San Luis Obispo, State of California, according to the map thereof, recorded September 10, 1986, in Book 13 of Maps, at Page 48, in the office of the County Recorder of said county, described as follows: [LEGAL DESCRIPTION OF SURPLUS PROPERTY] Dated: CITY OF SAN LUIS OBISPO, a California municipal corporation Katie Lichtig, City Manager Pursuant to City Council Resolution No. 10693 (2016 Series) DocuSi�n Envelope ID:4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 Exhibit F RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of San Luis Obispo Attn: City Clerk 990 Palm Street San Luis Obispo, CA 93401 APN (s): 004-581-001 Above space for Recorder's use only IRREVOCABLE & PERPETUAL OFFER TO DEDICATE STREET RIGHT OF WAY (Perkins Lane) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. California Coastal Investments, LLC, a California Limited Liability Company and Vista Da Praia, LP, a California Limited Partnership as OFFERORS, hereby OFFERS to the City of San Luis Obispo, a municipal corporation and charter city, as OFFEREE, an irrevocable easement for public street and utilities purposes upon, over, under and across a portion of certain property described as: That portion of Lot 1 of Yoakum Poultry Units, according to map recorded March 11, 1927, in Book 3, Page 89 of Maps, described as follows: Beginning at the most Northerly corner of said Lot; thence South 32029' East along the Northeasterly line of said Lot, 90 feet to the most Easterly corner of said Lot; thence South 57031' West along the Southeasterly line of said Lot, 171 feet; thence Northwesterly in a straight line to a point in the Northwesterly line of said Lot which bears South 66040' West 163.5 feet from the most Northerly corner of said Lot; thence North 66040' East along said Northwesterly line of said Lot, 163.5 feet to the point of beginning. Said irrevocable easement offer is described as follows: [LEGAL DESCRIPTION OF PERKINS LANE DEDICATION] IN WITNESS WHEREOF, OFFERORS hereunto caused its/their name(s) to be subscribed this day of OFFERORS: ,20 CALIFORNIA COASTAL INVESTMENTS, LLC, a California Limited Liability Company DocuSilgn Envelope ID:4CAE64B6-5D53-4BOF-89F1-D51DD20OD378 VISTA DA PRAIA INVESTMENTS, LP, a California Limited Partnership (continues on next page...) DocuS4gn Envelope ID: 4CAE6466-5D53-4l30E-89F1-D51DD20OD378 Exhibit F (continued) CONSENT OF BENEFICIARY TO SUBORDINATE is a Beneficiary under that certain Deed of Trust(s) dated , executed by Trustor, and recorded as Instrument Number(s) of Official Records in the Office of the County Recorder, County of San Luis Obispo, State of California. The Deed of Trust(s) encumber(s) the real property described in the attached offer. As the Beneficiary of said Deed of Trust(s), the undersigned hereby consents (a) to the execution and recordation of the attached Irrevocable & Perpetual Offer to Dedicate Street Right of Way, (b) to the execution and recordation of an easement to the City of San Luis Obispo, if the offer is accepted by the City; and (c) to subordinate the undersigned's interest in the real property to the Irrevocable & Perpetual Offer to Dedicate Street Right of Way, and the easement. Date: Beneficiary Date: Beneficiary [Signatures of Beneficiaries must be notarized]