HomeMy WebLinkAbout11-27-2018 Item 03 -Approve Final Map for San Luis Ranch, Tract 3096 Meeting Date: 11/27/2018
FROM: Michael Codron, Community Development Director
Prepared By: Diane Dostalek, Senior Civil Engineer
SUBJECT: APPROVAL OF THE FINAL MAP FOR TRACT 3096, SAN LUIS RANCH,
1035 MADONNA ROAD (SBDV-3772-2016)
RECOMMENDATION
Adopt a Resolution (Attachment A) approving the Final Map for Tract 3096, San Luis Ranch,
1035 Madonna Road, and authorizing the Mayor to execute the easements, agreements, and fee
offers associated with Tract 3096.
REPORT-IN-BRIEF
A vesting tentative map for Tract 3096 was approved by the City Council on July 18, 2017. After
Council’s approval, some minor corrections to the tentative map were approved by the
Community Development Director to facilitate development of the lots and to satisfy Caltrans
requirements for the future Prado/Highway 101 interchange.
The tentative map was originally processed while this property was still in the County. The Local
Agency Formation Commission approved the annexation on October 18, 2018, and by the time
Council hears this report, all the necessary steps to finalize annexation should be complete.
The City and the developer of Tract 3096 have entered into a development agreement. This
agreement is a contract that provides certain benefits to the developer in exchange for
extraordinary public benefit s. For example, Tract 3096 provides more affordable housing units
than required by the City’s standard inclusionary housing requirements. The project meets its
park requirements through a combination of on-site park development and payment of in-lieu
fees, with preference expressed for improvements to Laguna Lake Park. These requirements are
implemented through deed restrictions on lots and payments made to the City as part of the
process of recording the Final Map.
Tract 3096 is not required to construct the Highway 101/Prado Road interchange or the Prado
overcrossing, but the developer will be providing substantial fair share funding for this
improvement and will also be dedicating the right -of-way needed to accommodate the
overcrossing and the future southbound on/off ramps. The City has taken on the process to
construct the overcrossing and the northbound on/off improvements. Southbound on/off ramp
improvements are a long-term improvement included in the City’s Transportation Impact Fee
program and are required to reduce congestion associated with General Plan build-out.
Tract 3096 is meeting the City’s agricultural land preservation requirements through a
combination of on-site and off-site easements. The project also includes relocation and
preservation of the buildings on-site that have historical value.
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The Public Works Director has determined that the final map is in substantial compliance with
the previously approved tentative map and approved modifications thereof, so approval of the
final map by Council is recommended. California Government Code states that the Legislative
body cannot deny a final map if it finds that the final map is in substantial compliance with the
previously approved tentative map. The approval of a final map is considered a ministerial
action.
DISCUSSION
Background
Tract 3096 San Luis Ranch (SBDV-3772-2016, SPEC/ANNX/ER-1502-2015) is located at
1035 Madonna Road (Attachment B, Vicinity Map). A vesting tentative map for Tract 3096 was
approved by the City Council on July 18, 2017, by Resolution No. 10822 (2017 Series)
(Attachment C – Reading File). The tentative map (Attachment D - Reading File) contained a
total of 304 lots consisting of 282 single-family lots, two multi-family lots, 14 park lots, one
open space lot, one agricultural land lot, and four commercial lots. A supplemental Final
Environmental Impact Report (FEIR) was approved by the City Council on July 17, 2018 by
Resolution No. 10927 (2018 Series) (Attachment E - Reading File), which modified some of the
traffic mitigation measures and the timing of construction of the traffic mitigation improvements.
On August 21, 2018, the City Council adopted Ordinance No. 1649 (2018 Series) approving a
Development Agreement with the Subdivider (Attachment F - Reading File).
Minor Corrections to Approved Tentative Map
City Municipal Code Section 16.10.160 grants the Community Development Director the
authority to approve minor corrections to an approved tentative map or conditions of approval if
all the following are true:
1. No lots, units or building sites are added or deleted; and
2. The proposed changes are consistent with the intent and spirit of the original tentative
map approval; and
3. The proposed changes are consistent with the zoning regulations and the building code,
the General Plan, and the Subdivision Map Act.
Under the authority listed above, the Community Development Director has approved the
following changes to the tentative map:
1. Elimination of the alley between Haystack Place and Harvest Street that was intended to
serve Lots 262 to 281. It was determined that the lots located along the alley could be
front-loaded onto the public streets, so the private alley was not necessary.
2. Elimination of Dogwood Court. Because future development plans for the multi-family
Lots 1 and 2 along Madonna Road are unknown at this time, elimination of the public
street that serves only these two lots provides for greater flexibility for development of
these lots in case the developer decides to merge the lots or adjust the lot lines. In lieu of
the public street, a blanket private access and utility easement is being provided over
these lots to provide for future access and utilities to serve the lots. These lots will
continue to share a single access to Madonna Road at the location show n on the approved
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tentative map and a pedestrian/emergency vehicle access bridge will be provided as
shown on the tentative map connecting to the single-family portion of San Luis Ranch.
3. Conversion of one of the commercial lots into a lot for the required Agricultural Heritage
and Learning Center.
The final map also reflects the creation of two additional non-buildable park lots (Lots 305 and
306) that were needed to satisfy conditions of approval imposed by the City Council on the
tentative map to provide for pedestrian and bicycle access from the terminus of cul-de-sacs to
Froom Ranch Way.
Furthermore, the final map shows six more lots being created than were originally shown on the
tentative map. These lots are being created to accommodate the future Highway 101/Prado Road
interchange and are being offered for dedication to the City in fee in anticipation of future
transfer to Caltrans once the interchange and/or overcrossing is built. Government Code Section
66426.5 states that conveyance of land to or from a governmental agency “shall not be
considered a division of land for purposes of computing the number of parcels.” Therefore, the
addition of these lots is still considered to be in substantial compliance with the tentative map
because the lots aren’t counted for purposes of comparing tentative map to final map.
Annexation
Per Condition #117 of Resolution No. 10822 (2017 Series) approval of the tentative map was
contingent upon annexation of the property into the City of San Luis Obispo. The tentativ e map
approval would be deemed null and void if the annexation did not occur within one year of the
date of Council approval of the tentative map, unless an extension was granted. On
July 11, 2018, the Community Development Director granted a one-year time extension
(TIME-1670-2019), giving the Subdivider until July 18, 2019, to complete annexation and
record the final map.
The Local Agency Formation Commission (LAFCO) approved the annexation by resolution on
October 18, 2018. The Certificate of Completion for the annexation will be filed following the
30-day reconsideration period, and then the property will be officially part of the City.
Affordable Housing
An Affordable Housing Agreement is required to be recorded prior to or concurrent with the map
pursuant to Condition #115 of Council Resolution No. 10822 (2017 Series). The project is
required to provide 68 Inclusionary Housing units that will be met through a combination of
construction and payment of in-lieu fees. In addition, the project includes de sign and
development strategies that serve to provide lower cost housing by providing for a range of
housing sizes and types, greater affordability than required by the City’s standard inclusionary
housing requirements with the provision of 26 very low inc ome units, local preference
(preference to those residing or working in the City), owner occupancy restrictions (owner
occupancy first five years after sale), and deed restricted workforce housing (14 units provided).
These are contractual requirements of the Affordable and Workforce Housing Plan in the
Council-adopted Development Agreement pursuant to Ordinance No. 1649 (2018 Series).
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Parks
Condition #37 states that the developer is required to provide 5.8 acres of developed parkland.
2.8 acres will be provided within Tract 3096 with the largest portion of that being on Lot 4. The
Subdivider will pay in-lieu fees for the remaining 3.0 acres as outlined in Condition #37. To
satisfy Condition #37 for the on-site park improvements, the developer will need to demonstrate
to the Parks and Recreation Commission (PRC) that the park improvements rise to the level that
would be used by the public rather than just the residents of this new development. Otherwise,
the developer will receive reduced park fee credits or no park fee credits for the improvements.
Although the parkland and park improvements on Lot 4 and the other in-tract park lots will be
privately-owned and maintained, the public will be able to use the park(s), and a separate
easement agreement will be recorded to provide for this use. The easement agreement will
clarify use of the park facilities by the public, indemnification, and will also address
Homeowner’s Association (HOA) maintenance requirements for the park equipment,
landscaping, irrigation, pathway, lighting, and drainage infrastructure including the underground
basin. The resolution approving the final map also authorizes the Mayor to sign the park
easement agreement in a form acceptable to the Parks and Recreation Director, the Public Works
Director, and the City Attorney; and authorizes the Community Development Director to issue
park fee credits to Tract 3096 with concurrence from the Parks and Recreation Director.
Highway 101/Prado Road Interchange
Although the developer is not required to construct the interchange or overcrossing at
Highway 101 and Prado Road, Condition #7 of Resolution No. 10822 (2017 Series) requires
them to dedicate the right -of-way needed for the overcrossing and the southbound on-ramps and
to pay the project’s fair share of the interchange improvements. The timing of the fair share
payments is spelled out in Condition #7 and in Section 5.04.6 of the Development Agreement.
To satisfy the requirement to dedicate the right -of-way for the southbound on/off ramps and the
overcrossing, separate lots are being shown on the map for these improvements. Slope easements
on Lots 8 and 9 are also proposed. The lot and easement configuration is based on Alternative
A3 (Roundabouts) that was prepared by Omni-Means on behalf of the City for a Project Study
Report that was presented to Caltrans. Caltrans cannot provide a formal approval of this
configuration because construction of the southbound on/off ramps is not programmed.
Construction of the southbound ramps are anticipated to be several years in the future. In the
meantime, the City is moving forward with Caltrans approval to construct the northbound ramps
and the Prado overcrossing.
Caltrans requires fee ownership of property that includes the interchange improvements. Becaus e
Caltrans cannot accept fee right -of-way until a project is programmed, the fee parcels and the
slope easements will be offered to the City by separate document that will record concurrently
with the map. Once accepted by the City, the City can then grant those parcels to Caltrans.
Multiple fee parcels are proposed so that they can be accepted by the City in whole or in part
depending on the staging and construction of the improvements. The fee offer will be recorded
without City acceptance. This will enable the lot owner(s) to use the property until it is needed
for construction of the interchange components. The City is working with the Subdivider to draft
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the fee offer. The offer will include use of the land for agricultural purposes, use of the existing
billboard easements, termination of the billboard easements, and possible temporary construction
easements for the Prado overcrossing. The resolution approving the final map also authorizes the
Mayor to accept at a later date the fee offer and slope easements in a form acceptable to the
Public Works Director, the Community Development Director, and the City Attorney.
The lot and easement configuration and quantity shown on the map may change slightly prior to
map recordation pending Caltrans and City conceptual approval of the configuration.
Off-Site Transportation Improvements
Per the subdivision conditions, mitigation measures (MM), and the Development Agreement,
Tract 3096 is required to complete multiple off-site transportation improvements to mitigate for
the increase in traffic generated by the development. These improvements include intersection
improvements at:
• Los Osos Valley Road (LOVR)/South Higuera [MM T-2(i)]
• Tank Farm Road/South Higuera [MM T-1(g)]
• Madonna Road/Highway 101 [MM T-2(c)]
• LOVR/Highway 101 [Condition #11 and MM T-2(g)]
• LOVR/Froom Ranch [Condition #16]
• Madonna Road/Dalidio Drive [Condition #8 and MM T-1(b)]
Tract 3096 is also required to construct the following pedestrian and bicycle improvements:
• Madonna bike path between El Mercado & Highway 101 and between the existing bike
trail termini and Oceanaire/Madonna [Condition #12]
• Bicycle protection at Madonna/Dalidio and LOVR/Froom Ranch Way [Condition #17
and MM T-1(e)]
• Madonna/Oceanaire ped crossing upgrade [Condition #9]
Tract 3096 is required to complete the Froom Ranch Way connection to LOVR [Condition #14].
The developer is coordinating with the developer of the Prefumo Creek Commons Parcel Map
SLO 09-0076 (Target) subdivision because that subdivider was also responsible for completing
that connection. The Prefumo Creek Commons subdivider signed a Covenant to Install (Doc. #
2010-030948) whereby Prefumo Creek Commons is required to widen Froom Ranch as shown on
the approved plans, but if there were any changes to the widening, then the City would be
responsible for the difference. In this case, Tract 3096 is assuming the obligation for funding the
City’s share of any widening changes.
Securities to guarantee completion of these improvements and any other improvements required
to satisfy the conditions of the subdivision will be collected prior to map recordation.
There are other improvements identified in the Development Agreement (Table 3 of the San Luis
Ranch Financing Plan dated June 2018) and in the FEIR where the Subdivid er is required to pay
a fee covering the project’s fair share of the improvement instead of constructing these
improvements. The timing of these payments shall be prior to map recordation or at building
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permits as specified in the various agreements and mitigation measures in the supplemental
FEIR.
Tract 3096 also had a mitigation measure [MM T -2(j)] to construct improvements at the
Prado/South Higuera intersection to accommodate the increase in traffic once the Prado
overcrossing is completed. This intersection improvement is now included in the City’s
northbound 101 interchange project. The Development Agreement restructured this requirement
so the Subdivider is now required to pay a fair share fee for this improvement instead of
constructing it.
Butterfly and Riparian Habitat
A Habitat Mitigation and Monitoring Plan prepared for Tract 3096 identifie s certain biological
areas that need to be preserved, protected, and/or reestablished with this project. These areas
include a riparian corridor within Prefumo Creek and Cerro San Luis Channel, monarch butterfly
habitat, and a heron rookery. Easements for these areas are shown on Lots 1 and 3 on the map
and a separate Open Space Conservation Easement (Attachment G) will be recorded
concurrently with the map to address allowed and restricted uses in this area. The resolution
approving the final map also authorizes the Mayor to execute the easement document.
Agricultural Land and Historical Preservation
Mitigation Measure AG-1 requires the preservation of 59 acres of prime farmland by the
recordation of deed restrictions over on-site or off-site property. To satisfy this mitigation
measure, Tract 3096 will record concurrently with the map an agricultural conservation easement
totaling approximately 49 acres over Lots 10, 309, 310 and 311 (Attachment H). The easement
acknowledges that during construction the top soil will be removed and stockpiled so that the
soil underneath can be excavated for use as fill on other portions of the site. Once the grading is
complete, the top soil will be placed back over the easement area at the newly lowered grade and
farming can resume on those lots. Lots 309 through 311 will be subject to offers of dedication in
order to accommodate future Southbound on/off ramps for the Prado Roa d Interchange. If these
improvements move forward in the future, the amount of on-site ag land being conserved will be
reduced by no more than 6.29 acres, which represents a “worst case scenario.” Accordingly,
Tract 3096 has also arranged for an off-site Agricultural Open Space easement on 30 acres of
property owned by the Esajian family off of LOVR (Attachment I). The 30 acres consist of 24.5
acres prime farmland, 2.4 acres riparian, 1.9 acres ruderal, and 1.2 acres roads. This easement
restricts the use o f that land to open space and agricultural purposes. The combination of on-site
and off-site ag conservation area totals 79 acres and, even including the potential reduction of
on-site ag land, still exceeds LAFCO’s 1:1 ratio. The resolution approving the final map also
authorizes the Mayor to execute these two easement documents.
The City owns farmland known as the Calle Joaquin Agricultural Reserve (or “City Farm”)
adjacent to Tract 3096. This land is currently being leased on a 20 -year lease to a non-profit
organization, Central Coast Grown. Informally, the ag operation on Tract 3096 occasionally
crosses the City farm property to access the San Luis Ranch site and informally, Central Coast
Grown and its tenants have been using a portion of Tract 3096 to access their growing operations
on the west side of the property. Tract 3096 has asked the City to allow one-way access from
Calle Joaquin to Tract 3096 for construction purposes. In return, the City’s Natural Resources
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Manager has asked the developer of Tract 3096 to memorialize use of the access road on Tract
3096 for use by the City and its tenant s. In addition, the developer of Tract 3096 has agreed to
install an all-weather road from Calle Joaquin to the rear of the City Farm property because in
the winter months access to this area is difficult due to mud. A temporary access easement for
construction and reciprocal agricultural access (Attachment J) and a permanent access easement
for reciprocal agricultural access (Attachment K) have been prepared to address the use and
maintenance of these easement areas. Central Coast Grown has consented to these proposed
easements. The resolution approving the final map also authorizes the Mayor to execute these
two documents.
A historic preservation easement over Lot 304 (Attachment L) will be recorded concurrently
with the map. This easement is consistent with the Specific Plan and Condition #112 and
provides for implementation of the FEIR Cultural Resources Mitigation Measures and historic
preservation component s of the Specific Plan. These components include relocation and
rehabilitation/reconstruction of the identified historic structures including the main barn,
spectator barn/viewing stand, and main residence. These structures will be relocated to Lot 304.
The resolution approving the final map also authorizes the Mayor to execute the easement
document.
Water Wells
Any existing water wells that are no longer needed to serve the agricultural land are being
destroyed and ones that are still needed will remain to serve the lot on which they are located for
irrigation purposes. The City does not own any of the wells but is requiring the well owner to
enter into an agreement (Attachment M) to allow the City to use the wells for data collection
purposes. This license will not be recorded. The resolution approving the final map also
authorizes the Mayor to execute the license document.
Fiber Optic Requirements
Condition #71 requires fiber-optic communication from the Laguna Lift Station to the proposed
community park along the sewer alignment. Because the park is a private park, the Utilities
Department will not be installing any facilities in the park that will require fiber -optic
communication. Fiber-optic lines will still be provided at the locations shown on the public
improvement plans but will no longer extend all the way to the park.
Airport No Build Easement
The San Luis Obispo County Airport Land Use Commission (ALUC) made a consistency
determination on Tract 3096 on April 19, 2017 (ALUC 2017-002) which requires creation of a
200-foot by 1,200-foot “no build” zone within the S-1b Safety Area to remain free of structures
except for infrastructure associated with any future planned highway interchange with
Highway 101. The “no build” zone may be used for parking areas with no lighting or
landscaping that exceeds 8 feet in height. All drive aisles in the “no build zone” will be parallel
with the centerline of the airport runway. The “no build” easement is shown on the final map and
a separate document outlining the restrictions set forth by the ALUC will be recorded
concurrently with the map (Attachment N). Whether this easement will be offered to the City or
County has yet to be determined, but t he resolution approving the final map also authorizes the
Mayor to execute the easement document just in case the ALUC requires the City to accept it.
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Approving the Final Map
Although tentative maps typically have an initial two -year life per Municipal Code Section
16.10.150, Tract 3096 was only given a one-year life because it was not annexed into the City.
The developer requested and was granted a one -year time extension. Therefore, this vesting
tentative map has an expiration date of July 18, 2019. The final map must be completed prior to
expiration of the tentative map. Additional time extensions are allowed.
The final map for Tract 3096 (Attachment O) is ready to be approved. There are a few minor
revisions still required for technical accuracy and condition compliance, but those changes will
be completed before the map records. Pursuant to Section 16.14.080 of the Municipal Code, the
Public Works Director has determined that the final map is in substantial compliance with the
previously approved tentative map and approved modifications thereof. California Government
Code Section 66474.1 states that “a Legislative body shall not deny approval of a final or parcel
map if it has previously approved a tentative map for the proposed subdivision and if it finds that
the final or parcel map is in substantial compliance with the previously approved tentative map.”
The approval of a final map is considered a ministerial action.
Appropriate securities will be submitted prior to map recordation to guarantee completion of the
required subdivision improvements as shown in the Subdivision Agreement (Attachment P). The
Subdivision Agreement is still in draft form as some details are still being negotiated with the
Subdivider such as amount and timing of fee payments, bonds, and specific language in the
agreement. The resolution approving the final map also authorizes the Mayor to sign the
Subdivision Agreement requiring the Subdivider to complete the subdivision improvements.
CONCURRENCES
The Director of Public Works, the Director of Parks and Recreation, and the Natural Resources
Manager concur with the recommended action.
ENVIRONMENTAL REVIEW
The San Luis Ranch Specific Plan and associated Final Environmental Impact Report were
approved and certified by the City Council on July 18, 2017, pursuant to Resolution No. 10822
(2017 Series). The City Council also certified a Final Supplemental EIR on July 17, 2018, for a
revised project, pursuant to Resolution No. 10927 (2018 Series). The FEIR and Final
Supplemental EIR constitute the complete environmental determination for the projec t. The final
map is substantially in conformance with the tentative map evaluated with these prior
environmental determinations.
Approval of the final map is statutorily exempt under the California Environmental Quality Act
(CEQA) pursuant to Section 15268(b)(3) Ministerial Projects (approval of final subdivision
maps) of Title 14 of the California Code of Regulations (State CEQA Guidelines). Therefore, no
further environmental review is required.
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FISCAL IMPACT
There is no new fiscal impact to the Cit y associated with approving the final map for Tract 3096. A
fiscal analysis showed that if residential phases precede commercial phases, city expenditures would
exceed revenues. The Developer has agreed to terms in the Development Agreement to address any
funding gaps. At full buildout of the project, ongoing revenues are projected to exceed ongoing
expenditures.
The public improvements that will be constructed with this tract will result in an increase in
maintenance costs for the public streets, public water and sewer utilities, and other infrastructure
upon acceptance of the improvements by the City. However, during the course of evaluating the
project its overall fiscal impact, including the City’s obligations for infrastructure maintenance, was
determined to be net positive to the City’s General Fund. In addition, the City’s General Plan has
been evaluated for its fiscal and economic impact on the General Fund and development under the
General Plan is considered to have a net positive fiscal impact. The direct costs of infrastructure
maintenance associated with this project will be shown in future Financial Plans as the facilities are
accepted and begin to require standard maintenance.
ALTERNATIVE
Deny approval of the final map. Denying approval of the final map can apply if findings are
made that the requirements or conditions of the tentative map have not been met or performed
(Section 66473 of the Subdivision Map Act) or if findings are made that the final map is not in
substantial compliance with the previously approved tentative map (Section 66474.1 of the
Subdivision Map Act). Because the final map is in substantial compliance with the tentative map
and all of the conditions of the map will be met or securities deposited prior to map recordation ,
Sections 66474.1 and 66473 of the Subdivision Map Act require that City Council approve the
map. Therefore, denying approval of the final map is not a recommended alternative unless the
required findings are made.
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Attachments:
a - Draft Resolution Approving Final Map
b - Vicinity Map
c - Council Reading File - Resolution No. 10822 (2017 Series) approving tentative map
d - Council Reading File - Tentative Map
e - Council Reading File - Resolution No. 10927 (2018 Series) certifying the Final
Supplemental EIR
f - Council Reading File - Ordinance No. 1649 (2018 Series) approving Development
Agreement
g - Open Space Conservation Easement on Lots 1 and 3 (10-31-2018)
h - Ag Conservation Easement on Lot 10, 309, 310 and 311 (11-02-2018)
i - Off-Site Ag Easement on Esajian property (10-19-2018)
j - Temporary Access License between SLR and City Farm (11-02-2018)
k - Permanent Access Easement between SLR and City Farm (11 -02-2018)
l - Historic Preservation Easement on Lot 304 (10-12-2018)
m - Well Monitoring Access License (11-08-2018)
n - No Build Zone Restrictive Covenant (10-26-2018)
o - Final Map (draft)
p - Subdivision Agreement
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RESOLUTION NO. (2018 SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS
OBISPO, CALIFORNIA, APPROVING THE FINAL MAP FOR TRACT 3096
SAN LUIS RANCH (1035 MADONNA ROAD, SBDV-3772-2016)
WHEREAS, the City Council made certain findings concerning the vesting tentative map for
Tract 3096, as prescribed in Resolution No. 10822 (2017 Series); and
WHEREAS, the City Council approved a supplemental Final Environmental Impact Report
(FEIR) for Tract 3096 by Resolution No. 10927 (2018 Series); and
WHEREAS, the City Council entered into a Development Agreement with the Subdivider
of Tract 3096 with Ordinance No. 1649 (2018 Series); and
WHEREAS, the Community Development Director approved minor corrections to the
tentative map as allowed by the City Municipal Code and California Government Code; and
WHEREAS, the subdivider has requested that the Council approve the final map for
Tract 3096; and
WHEREAS, the community park within Tract 3096 will be owned and maintained by the
Homeowner’s Association, but will be open to the public for public use; and
WHEREAS, Caltrans requires fee ownership of property that includes the
Prado/Highway 101 overcrossing and interchange; and
WHEREAS, there are certain biological areas within Tract 3096 for riparian corridors and
habitat that need to be preserved; and
WHEREAS, Tract 3096 is required to preserve 59 acres of prime farmland by the recordation
of deed restrictions over on-site and off-site property; and
WHEREAS, Tract 3096 has requested construction access across the adjacent City-owned
farm lot; and
WHEREAS, the City and Tract 3096 desire to permanently memorialize existing informal
access being taken across each other’s properties to access their respective agriculture operations; and
WHEREAS, Tract 3096 is required to preserve certain historical structures; and
WHEREAS, the Airport Land Use Commission required a “no build” easement be placed
over a portion of Tract 3096; and
WHEREAS, the subdivider will submit appropriate securities to guarantee installation of
the required subdivision improvements as shown on the approved plans prior to map recordation,
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Resolution No. (2018 Series) Page 2
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and the required fees will be received prior to map recordation, as pre scribed in the Subdivision
Agreement, Development Agreement, project approvals, and the FEIR; and
WHEREAS, all requirements, conditions and mitigation measures required per said
Council Resolution No. 10822 (2017 Series) approving the tentative map, Council Resolution No.
10927 (2018 Series) certifying the Final Supplemental Environmental Impact Report, and
Ordinance No. 1649 (2018 Series) approving the Development Agreement.) have been completed
or appropriate securities will be in place to guarantee their completion prior to map recordation;
and
WHEREAS, some of the improvements being constructed by Tract 3096 are off-site and are
considered stand-alone projects that could be completed and accepted for maintenance by the City
prior to completion of the remaining subdivision improvements; and
WHEREAS, Tract 3096 has been approved to be annexed into the City of San Luis Obispo;
and
WHEREAS, the San Luis Ranch Specific Plan and associated Final Environmental Impact
Report were approved and certified by the City Council on July 18, 2017, pursuant to Resolution No.
10822 (2017 Series). The City Council also certified a Final Supplemental EIR on July 17, 2018, for
a revised project, pursuant to Resolution No. 10927 (2018 Series); and
WHEREAS, approval of the final map is statutorily exempt under the California
Environmental Quality Act (CEQA) pursuant to Section 15268(b)(3) Ministerial Projects (approval
of final subdivision maps) of Title 14 of the California Code of Regulations (State CEQA Guidelines).
Therefore, no further environmental review is required.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo
as follows:
SECTION 1. The final map for Tract 3096 is found to be in substantial conformance with
the tentative map.
SECTION 2. The Mayor is authorized to accept an easement for public use of the private
park(s) on Tract 3096 in a form acceptable to the Parks and Recreation Director, the Public Works
Director, and the City Attorney; and the Community Development Director is authorized to issue
park fee credits to Tract 3096 with concurrence from the Parks and Recreation Director.
SECTION 3. The Mayor is authorized to accept fee offers and slope easements for the
Prado/Highway 101 interchange when they are determined to be needed. The fee offers and slope
easements shall be in a form acceptable to the Public Works Director, the Community Development
Director, and the City Attorney.
SECTION 4. The Mayor is authorized to accept an Open Space Conservation Easement for
the preservation of the biological areas on Tract 3096 in a form substantially the same as shown in
Attachment C of the staff report.
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Resolution No. (2018 Series) Page 2
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SECTION 5. The Mayor is authorized to accept an easement for on-site preservation of
farmland on Tract 3096 and off-site preservation of farmland on the Esajian property in a form
substantially the same as shown in Attachments D and E of the staff report.
SECTION 6. The Mayor is authorized to grant a temporary easement to Tract 3096 across
the City Farm property on Calle Joaquin for construction and agricultural access in a form
substantially the same as shown in Attachment F of the staff report.
SECTION 7. The Mayor is authorized to grant a permanent easement to Tract 3096 across
the City Farm property on Calle Joaquin for agricultural access and accept an easement for City’s use
of a portion of Tract 3096 for access to the City Farm property in a form substantially the same as
shown in Attachment G of the staff report.
SECTION 8. The Mayor is authorized to accept an easement for the preservation of historic
resources on Tract 3096 in a form substantially the same as shown in Attachment H of the staff report.
SECTION 9. The Mayor is authorized to execute a license agreement authorizing the City to
monitor the water wells on Tract 3096 in a form substantially the same as shown in Attachment I of
the staff report.
SECTION 10. The Mayor is authorized to accept a “no build” easement on behalf of the
Airport Land Use Commission restricting the construction of certain improvements within the “no
build” easement area in a form substantially the same as shown in Attachment J of the staff report.
SECTION 11. Approval of the final map for Tract 3096 shown in Attachment K of the staff
report is hereby granted with the understanding that minor changes to the final map for technical
accuracy and condition compliance are still needed. The Public Works Director is authorized to
approve these changes and record the map when it is deemed to be complete and all conditions and
mitigation measures are complied with.
SECTION 12. The Mayor is authorized to approve revisions to the Subdivision Agreement
for Tract 3096 and execute the agreement in a form substantially shown in Attachment L of the staff
report.
SECTION 13. The Public Works Director is authorized to reduce or release securities for the
site grading and the off-site improvements, including the 24” sewer trunk line and lift station upgrade,
once the requirements for release are met and is authorized to cause the improvements to be accepted
into the City’s maintenance system.
SECTION 14. The Mayor and City staff are authorized to take action necessary to carry out
the intent of this resolution.
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Resolution No. (2018 Series) Page 2
R ______
SECTION 15. Environmental Review. Both the FEIR and Final Supplemental EIR constitute
the complete environmental determination for the project. The final map is substantially in
conformance with the tentative map evaluated with these prior environmental determinations.
Approval of the final map is statutorily exempt under the California Environmental Quality Act
(CEQA) pursuant to Section 15268(b)(3) Ministerial Projects (approval of final subdivision maps) of
Title 14 of the California Code of Regulations (State CEQA Guidelines). Therefore, no further
environmental review is required.
Upon motion of _______________________, seconded by ________________________,
and on the following roll call vote:
AYES:
NOES:
ABSENT:
The foregoing resolution was adopted this ______ day of _______________ 2018.
________________________________
Mayor Heidi Harmon
ATTEST:
______________________________
Teresa Purrington
City Clerk
APPROVED AS TO FORM:
________________________________
J. Christine Dietrick
City Attorney
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City
of San Luis Obispo, California, this ______ day of ______________, _________.
______________________________
Teresa Purrington
City Clerk
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VICINITY MAP
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San Luis Ranch - Open Space Conservation Easement
(10-31-2018)
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of San Luis Obispo
Attn: City Clerk
990 Palm Street
San Luis Obispo, CA 93401
PTN of APN: 067-121-022 Space Above This Line for Recorder's Use
OPEN SPACE CONSERVATION EASEMENT
This Open Space Conservation Easement (“Easement”) is made this _____ of
__________ 2018, by MI SAN LUIS RANCH, LLC, having an address at 330 James Way,
Suite 270, Pismo Beach California 93449 (“Landowner”), to the City of San Luis Obispo,
having an address at 990 Palm Street, San Luis Obispo, California 93401 (“Grantee”), for
the purpose of forever conserving the open space character of the subject property.
RECITALS
A.WHEREAS, Owner owns certain real property (the “Subject Property”) legally
described in the attached Exhibit “A”; and
WHEREAS, the Subject Property has certain natural biological resources, natural
scenic beauty and existing openness of importance to the community; and
WHEREAS, on July 18, 2017, the City Council adopted a resolution certifying the
Final Environmental Report (“FEIR”) for the Project and adopting CEQA findings and a
mitigation monitoring plan, and adopted a resolution approving the San Luis Ranch
Specific Plan and related entitlements; and
WHEREAS, on July 17, 2018, the City Council adopted a resolution certifying a
Supplemental Environmental Impact Report (“SEIR”), and adopted a resolution approving
the Amended San Luis Ranch Specific Plan and related entitlements ; and
WHEREAS, both Owner and City desire to preserve and conserve for the public
benefit the biological diversity, natural scenic beauty and existing openness and other
natural conditions on the Subject Property; and
No fee pursuant to Government Code § 6103
No Documentary Transfer Tax per R&T Code § 11922
No Recording Fee per Government Code § 27383
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WHEREAS, in order to satisfy the requirements of the FEIR, the Owner has agreed
to grant to the City, and City has agreed to accept, this biological open space easement to
preserve the above described values by restricting Owner’s use of and activities on the
Subject Property through the imposition of a perpetual biological open space ea sement with
the terms and conditions hereinafter set forth.
GRANT OF OPEN SPACE CONSERVATION EASEMENT
NOW THEREFORE, in consideration of the above recitals, in compliance with
Chapter 6.6 of Part 1 of Division 1 of title 5 of the Government Code of the S tate of
California commencing with Section 51070, and in further consideration of the mutual
promises, covenants and the conditions herein contained and the substantial public benefits
to be derived therefrom, the Owner and City agree as follows:
1. Owner hereby grants to City, and City hereby accepts, a biological open
space easement (the “Easement”) over a portion of Subject Property legally described in
attached Exhibit “B” (the “Easement Area”) both of which are incorporated herein by this
reference. Said grant of easement conveys to City an estate and interest in the Subject
Property. The purpose of the easement is to protect said biological diversity, natural scenic
beauty and existing openness and other natural conditions by voluntarily restricting the use
of the Easement Area as hereinafter set forth.
2. The Landowner and its successors in interest to the Easement Area,
including their respective agents, may undertake and enjoy use of the Easement Area for
all purposes as provided in the San Luis Ranch Specific Plan, specifically for Habitat
Enhancement, Resource Management, and Improvements including those uses set forth in
subsections (a) through (k) below (collectively the “Allowed Uses”):
(a) Activities to create, maintain, restore, or enhance wildlife habitat
and native biological communities on the Property pursuant to the approved
Habitat Mitigation and Monitoring Plan, the approved Wetland and
Riparian Mitigation and Monitoring Plan, and the approved Tree Protection
Plan, collectively, the “Mitigation Plans.” Landowner will be responsible
for implementing the activities required under the Mitigation Plans for the
time period set forth therein. After Landowner’s completion of the activities
required under the Mitigation Plans, title to the Property and responsibility
for long-term maintenance will pass to the San Luis Ranch Home Owner’s
Association.
(b) Removal, pruning, and maintaining vegetative resources, including
removal of invasive species, to the extent reasonably prudent as required to
accommodate permitted improvements on the Property, or maintaining the
health of native species on or about the Property. Planting and replanting,
including but not limited to riparian restoration and compensatory wetland
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mitigation with native species, is specifically allowed, per the Mitigation
Plans.
(c) Recreational, educational, and scientific research activities are
permitted that do not materially and adversely affect maintenance or
attainment of Conservation Purpose such as the following: (1) wildlife
research consistent with and in furtherance of the Open Space Purpose, and
(2) nature study.
(d) Construction, use, maintenance and repair of improvements within
the Easement Area as shown on the approved subdivision improvement
plans for Tract 3096 on file at the City (FMAP-0174-2017), including any
modifications thereof, (the “Approved Plans”), is allowed , , subject to all
federal, state, and local regulations . Replacement, relocation, removal, or
expansion of said improvements in substantially the same locations as
shown on the Approved Plans is allowed subject to any required review and
approval by the City and required regulatory agencies.
(e) Community gardens for the benefit of the residents of the Subject
Property in accordance with the Specific Plan, CC&R’s, and San Luis
Ranch Home Owner’s Associa tion Rules & Regulations may be
maintained, repaired, and replaced on the Easement Area.
(f) The right for domestic, non-commercial purposes to engage in any
outdoor recreational and other open-space activities that are not disruptive
of the natural environme nt and which are not inconsistent with the purpose
of this Open Space Conservation Easement.
(g) Utility improvements must be underground or, subject to review,
may be aboveground where not reasonably feasible to be installed
underground.
(h) New buildings and other structures and improvements to be used
solely for the Allowed Uses on the Easement Area, including facilities for
nature study, footbridges, stream crossing structures, stream access
structures, and storage buildings of a maximum size of 200 s.f. but not
including any dwelling, may be built on the Easement Area with the
permission of the Grantee which shall not be unreasonably withheld . All
such structures may be repaired and replaced without permission of the
Grantee.
(i) A water well for irrigation purp oses on the Easement Area may be
constructed and maintained in the Easement Area.
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(j) Fences may be maintained, repaired, and replaced. If desired, “see-
through” fencing appropriate to open space preservation may be constructed
provided that the location and design of fences shall facilitate the
movements of wildlife across the Easement Area and are otherwise
consistent with the Purpose.
(k) Signs may be placed and maintained on the Property in accordance
with the San Luis Ranch Specific Plan. Informational signa ge may be
placed and maintained on the Property provided that no individual sign
exceeds twelve (12) square feet. Landowner may place larger signs on the
Easement Area if Grantee determines that said signs are consistent with the
Purpose.
3. The restrictions hereby imposed upon the use of the Easement Area by
Owner and the acts which Owner shall refrain from doing upon the Easement Area are,
and shall be, as follows:
(a) Owner shall not remove or permit to be removed any vegetation
within the Easement Area, except as reasonably necessary for fire
protection, hazard abatement, drainage conveyance, or replacement or
removal of dead vegetation, as allowed or approved by the City’s Natural
Resources Manager or his/her designee. Owner shall be solely responsible
for obtaining any and all necessary permits and regulatory approvals, as
applicable, prior to engaging in such work.
(b) No extraction of surface or subsurface natural resources shall be
allowed.
(c) The general topography of the Easement Area shall be preserved in
its natural condition on the Easement Area except as otherwise approved in
the Approved Plans.
(d) No obstructions to drainage flows in the Easement Area shall be
allowed.
4. Owner hereby grants to City the following rights:
(e) To access and enter upon the Easement Area at reasonable times in
order to monitor Owner’s compliance with and to otherwise enforce the
terms of this Agreement.
(f) To access and enter upon the Easement Area in order to remove and
dispel any encampments or illegal occupations located thereon.
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5. Owner retains all responsibilities and shall bear all costs and liabilities of
any kind related to the ownership, operation, upkeep, and maintenance of the Easement
Area, including removing any drainage obstructions as needed to provide for the
conveyance of creek flows, subject to the review and approval of other agencies with
regulatory control over work done in the riparian corridor, specifically the State
Department of Fish and Game and the U. S. Army Corps of Engineers. In the event the
City determines that the Owner has not adequately maintained the Easement Area in
accordance with the provisions of this Agreement, then the City may give written notice to
the Owner, which notice shall contain a reasonable time to cure, and in the event Owner
fails to cure, then the City may undertake the maintenance of such Easement Area at
Owner’s sole cost and expense. Any costs incurred by the City shall be a lien against the
property and shall be the personal obligation of the Owner.
6. Nothing contained herein shall ever be construed as a grant to the general
public of any right to enter upon any part of the Property, although Landowner may permit
public access to the Property on such terms and conditions as it deems appropriate,
provided that such access is consistent with the Purpose.
7. Owner shall indemnify, defend and hold harmless City, its officials, officers
and employees, agents, representatives, successors and assigns from and against any and
all claims, actions, or demands, costs or expenses (including attorney’s fees), arising out
of or in any way connected with Owner’s obligations set forth in this Agreement.
8. This Easement shall remain in effect in perpetuity.
9. This grant may not be abandoned by the City except pursuant to all of the
provisions of Section 51093 of the Government Code of the State of California.
10. This grant of biological open space easement, as specified in Section 51096
of the Government Code of the State of California, upon execution and acceptance in
accordance with Chapter 6.6 of Part 1 of Division 1 of Title 5 of the Government Code of
the State of California commencing with Section 51070, shall be d eemed an enforceable
restriction within the meaning of Article XIII, Section 8 of the Constitution of the State of
California.
11. Land uses permitted or reserved to the Owner by this grant shall be subject
to the ordinances of the City regulating the use of land.
12. The City shall have the right of access to remove any drainage obstructions
as needed to provide for the conveyance of creek flows, subject to the review and approval
of other agencies with regulatory control over work done in the riparian corridor,
specifically the State Department of F ish and Game and the U. S. Army Corps of Engineers.
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13. Any notices to the Landowner and the Grantee required by this Easement
shall be in writing and shall be personally delivered or sent by First -Class Mail to the
following addresses, unless a party has been notified by the other of a change of address:
If to Grantee: Michael Codron
Community Development Department
919 Palm Street
San Luis Obispo, CA 93401
With Copy to: J. Christine Dietrick
City Attorney
990 Palm Street
San Luis Obispo, CA 93401
If to Landowner: Gary Grossman
MI San Luis Ranch, LLC
c/o Coastal Community Builders, Inc.
330 James Way, Suite 270
Pismo Beach, CA 93449
With Copy to: Steven Spierer
Spierer|Woodward|Corbalis|Goldberg
707 Torrance Boulevard, Suite 200
Redondo Beach, CA 90277-3400
14. The terms and conditions contained herein shall run with the land and shall
be binding on the parties hereto and their heirs, successors and assigns.
15. 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.
16. This Easement shall be interpreted under the laws of the State of California,
resolving any ambiguities and questions of the validity of specific provisions so as to give
maximum effect to its conservation purposes.
17. If any term, provision, covenant, condition, or restriction of this Easement
is held by a court of competent jurisdiction to be unlawful, invalid, void, unenforceable, or
not effective the remainder of this Easement shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated.
18. This Agreement constitutes the entire agreement bet ween Owner and City
relating to the Easement. Any prior agreements, promises, negotiations, or representations
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not expressly set forth in this Agreement are of no force and effect. Any amendment to this
Agreement will be of no force and effect unless it is in writing and signed by Owner and
City or their respective successors or assigns. This Agreement will be effective upon the
date it is recorded.
IN WITNESS WHEREOF, the parties hereto have executed this document on the day
and year first written above.
GRANTEE:
CITY OF SAN LUIS OBISPO
_____________________________
Heidi Harmon, Mayor
APPROVED AS TO FORM:
_____________________________
Christine Dietrick, City Attorney
LANDOWNER:
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
A Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co-Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
By: GGCCB, LLC
A California limited liability company
Its: Co-Manager
By: _____________________________
Gary Grossman
Its Managing Member
[ACKNOWLEDGEMENTS ATTACHED.]
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EXHIBITS
Exhibit A (Legal Description of Subject Property)
Exhibit B (Legal Description of Easement Area)
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EXHIBIT A
Legal Description
A portion of Lot 64 and 65 of the Subdivision of the Rancho Canada de Los Osos and La Laguna, as filed in Book A,
at Page 83 and 84 of Maps, and Lot Land a portion of Lots K, M, and N of the Re-subdivision of Lots 58, 61, 62, 63,
64 and 65, per J. Stratton's Survey and Map of the Subdivisions of the Rancho Canada de Los Osos and La Laguna,
as filed in Book A, at Page 161 of Maps in the office of the Recorder of San Luis Obispo County, California, more
particularly described as follows:
Commencing at the most Northerly corner of Lot K (Corner "EE") as shown on said map filed in Book A, at Page 161
of Maps, being on the existing City Limit boundary of the City of San Luis Obispo at the Northern terminus of
course No. 62 of the "Los Osos Road No. 1 Annexation" as approved by Resolution No. 1728 of the legislative body
of said City, and being on the Southeasterly line of Madonna Road right-of-way, known formerly as French Road;
Thence, leaving said Road, along the Southwesterly line of Lot J as shown on said map filed in Book A, at Page 161,
and along the existing City Limit boundary of said Los Osos Road No. 1 Annexation, South 45° 36' 38" East, 393.00
feet to the True Point of Beginning;
1.Thence, continue along the Southwesterly line of said Lot J, and along the existing City Limit boundary of
said Los Osos Road No. 1 Annexation, South 45° 36' 38" East, 1088.10 feet;
2.Thence, along the Southeasterly line of said Lot J, North 42° 52' 03" East, 145.28 feet;
3.Thence, along the Southwesterly line of Lot I as shown on said map filed in Book A, at Page 161 of Maps,
South 54° 08' 17" East, 558.56 feet to the Westerly boundary of the State Highway 101 right-of-way;
4.Thence, continue along the existing boundary of said Los Osos Road No. 1 Annexation, Southerly, and
along the Westerly boundary of State Highway 101 right-of-way on a curve that is concave to the West
from a radial bearing South 62 ° 47' 19" East, with a radius of 2420.00 feet, through a central angle of oo·
33' 58", an arc length of 23.91 feet;
5.Thence, continue along the Westerly boundary of State Highway 101 right-of-way, and along the existing
boundary of said Los Osos Road No. 1 Annexation, South 27° 46' 39" East, 2557.88 feet to the
Northeasterly boundary of Lot "EE" as designated according to said map filed in Book A, at Page 161 of
Maps;
6.Thence, leaving the Westerly boundary of State Highway 101 right-of-way, along the Northeasterly
boundary of said Lot EE, being the existing City Limit boundary of Annexation No. 71 as approved by
Resolution No. 2005-09 of the legislative body of said City, North 54° 25' 52" West, 1349. 74 feet;
7.Thence, continue along the Northeasterly boundary of said Lot "EE", and along the existing City Limit
boundary of said Annexation No. 71, North 53 ° 35' 32" West, 733.70 feet to the most Northerly corner of
said Lot EE, being the Northeast corner (corner "AE") of Lot Oas designated according to said map filed in
Book A, at Page 161 of Maps, and being the most Eastern corner of the existing City Limit boundary of the
"Lakewood Addition" as approved by Resolution No. 924 of the legislative body of said City;
8.Thence, along the Northeasterly line of said Lot 0, and along the existing City Limit boundary of said
"Lakewood Addition", North 35° 34' 51" West, 41.45 feet to the most Southern corner of Tract No. 169 as
filed in Book 6, at Page 45 of Maps in the office of the Recorder for said County, and the most Southern
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Exhibit B
(Legal Description of Easement Area)
That portion of Lot 1 identified as “Private Open Space and Conservation Easement”
shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______ of
Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the
County of San Luis Obispo, State of California; and
All of Lot 3 identified as “Private Open Space Conservation Easement, and P.A.E.” shown
on the map of Tract 3096 recorded on ____________, 20____ in Book ______ of Maps,
Pages ____ through ____, inclusive, in the office of the County Recorder of the County of
San Luis Obispo, State of California.
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San Luis Ranch – Agricultural Conservation Easement
(10-25-2018)
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of San Luis Obispo
Attn: City Clerk
990 Palm Street
San Luis Obispo, CA 93401
PTN FRMR APN: 067-121-022 Space Above This Line for Recorder's Use
NO RECORDING FEE – PUBLIC AGENCY – Government Code § 6103
AGRICULTURAL CONSERVATION EASEMENT
This Agricultural Conservation Easement is made this _____ of __________ 2018, by MI SAN
LUIS RANCH, LLC, having an address at 330 James Way, Suite 270, Pismo Beach CA 93449
(the “Landow ner”), to the City of San Luis Obispo, having an address at 990 Palm Street, San Luis
Obispo, California (the “Grantee”), for the purpose of forever conserving the agricultural
productive capacity and open space character of the subject property.
RECITALS
A. The Landowner is the sole owner in fee simple of the agricultural property as the
same is more particularly described in Exhibit A (the “Property”) as attached to and made a part
of this Agricultural Conservation Easement (the “Easement”). The Property consists of
approximately 49.01 acres of land commonly known as the “Farm at San Luis Ranch,” located in
San Luis Obispo County, California. The existing improvements on the Property include
agricultural wells and appurtenant facilities, agricultural access roads, wastewater lines, utility
lines, and billboards described in Exhibit B (the “Existing Improvements”). The Property is
substantially open farmland, whose soils have been classified as prime farmland by the U.S.
Department of Agriculture’s Natural Resources Conservation Service, and by the California
Department of Conservation’s Farmland Mapping and Monitoring Program, because this land has
the soil quality, growing season, and water supply needed for sustained agricultural production.
B. The agricultural and other characteristics of the Property, its current use and
condition of improvement, are documented and described in the Agriculture section of the San
Luis Ranch Final Environmental Impact Report (The “FEIR”), incorporated herein by this
reference. The Landowner and the Grantee acknowledge that the FEIR is complete and accurate
as of the date of this Easement. Landowner and Grantee acknowledge that the Property is a
component of the “San Luis Ranch” development which consists of a S pecific Plan, Development
Plan, Vesting Tentative Tract Map, and Development Agreement to develop up to 580 residential
units and approximately 250,000 square feet of commercial development on the San Luis Ranch
Property as more particularly set forth in C ity Resolution No. 10822 (2017 Series) (the “Project”).
As part of the mitigation measures for the Project, prior to the issuance of any grading permits for
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San Luis Ranch – Agricultural Conservation Easement
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the Project, Landowner is required to forever conserve and protect the Property from future
development and to ensure that it will remain in agricultural use. The Project, however, requires
substantial amounts of grading within and around the Property as well as the installation of a sewer
line and storm drain which, as mitigated by the FEIR, will not r esult in significant degradation of
the viability of the agricultural use of the Property. In addition, as part of the Project and to
accommodate both immediate and future regional transportation infrastructure, namely, the Prado
Road Interchange, the Property includes certain offers of dedication to the City. As of the Effective
Date of this Easement, the full scope of those regional improvements and the amount of the
Property needed to accommodate that infrastructure is unknown. In drafting this Easement, it is
the express intent and purpose of Grantor and Grantee to encumber the portion of the Property
subject to the offers of dedication and that the Easement shall hereafter be terminated as to any
portion of the Property which is the subject of an offer of dedication subsequently accepted by
the City, under the doctrine of merger of estates.
C. The Landowner grants this Easement for valuable consideration to the Grantee for
the purpose of complying with the mitigation measures for the Project and for assuring that the
agricultural productive capacity and open space character of the Property will be conserved and
maintained, and that, except as specifically provided herein, that future uses of the land that are
inconsistent with these conservation purposes will be prevented or corrected. The parties agree,
however, that the current use of, and improvements to, the Property are generally consistent with
the conservation purposes of this Easement.
GRANT OF AGRICULTURAL CONSERVATION EASEMENT
Now, therefore, for the reasons given, and in consideration of their mutual promises and
covenants, terms, conditions and restrictions contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the La ndowner
voluntarily grants and conveys to the Grantee, and the Grantee voluntarily accepts, a perpetual
conservation easement, as defined by Section 815.1 and 815.2 of the California Civil Code, and of
the nature and character described in this Easement for the purpose described below, and agree as
follows:
1. Conservation Purpose.
The conservation purpose (“Conservation Purpose” or “Purpose”) of this Easement is to enable
the Property to remain in productive agricultural use by preventing and correcting uses of the
Property prohibited by the provisions of this Easement. To the extent that the preservation of the
open space character, scenic and agricultural values of the Property are consistent with such use,
it is within the Purpose of this Easement to protect those values.
2. Landowner’s Reservations.
(a) Landowner’s Grading and Stockpiling Rights and Restoration Obligations.
Notwithstanding any provision of this Easement to the contrary, the Landowner
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specifically reserves the limited right to perform grading and soil stockpiling at and upon
the Property for purposes of performing and completing the construction of the Project at
the Landowner’s adjacent real property, in accordance with the San Luis Ra nch Specific
Plan, the Project’s conditions of approval, and mitigation measures. Under no
circumstances shall the Property be used for the staging of a construction trailer, equipment
or material (except for soil stockpiling) or for parking of vehicles or equipment. At all
times, Landowner shall comply with the November 2016 Grading Plan Review for
Continued Agricultural Suitability in Floodway Memorandum prepared by Althouse and
Meade, Inc. (the “Althouse & Meade Memo”) and Condition of Approval no. 118 (“COA
118”) as shown in Resolution 10822 (2017 Series) including the submission of a “…plan
for interim stockpiling and salvage of topsoils…”. Upon the completion of the Project’s
construction, Landowner shall restore the Property to the condition it enjoye d prior to the
grading and any stockpiling activity. For purposes of this Easement, the term “completion
of the Project’s construction” shall mean the point in time when the sewer line, storm drain
improvements referenced on the Project Plans are installed , all grading activities on the
Property are completed, and a revised flood map is approved by the Federal Emergency
Management Agency (“FEMA”). To the extent that Landowner fails to perform such
restoration within thirty (30) days following the completion of the Project’s construction,
or fails to commence such restoration within said period and thereafter diligently pursue
the same until completion, the Grantee shall have the right, but not the obligation, to
perform such restoration at Landowner’s sole and absolute expense, and Landowner shall
reimburse Grantee for the cost and expense of said restoration within fifteen (15) days
following the Grantee’s delivery of a written demand to Landowner for such
reimbursement.
(b) Waste Water Lines. Notwithstanding any provision of this Easement to the
contrary, the Landowner specifically reserves the right to install, maintain, repair and
replace waste water lines and related improvements and facilities at the Property in
accordance with the Public Improvement Plans for Tract Map 3096, and to transfer those
facilities and easements for the same to the City of San Luis Obispo.
(c) Bioswales and Storm Water Treatment Facilities. Notwithstanding any provision
of this Easement to the contrary, the Landowner specifically reserves the right to install,
maintain, repair and replace bioswales and storm water treatment facilities and related
improvements on the Property in accordance wit h the Public Improvement Plans for Tract
Map 3096, and to transfer those facilities and easements for the same to the City of San
Luis Obispo.
(d) Baseline Documentation Report. Upon completion of the Project’s construction
and substantial completion of the restoration work per the Althouse and Meade Memo and
COA 118, Grantee shall, at Landowner’s sole expense, prepare a Baseline Documentation
Report (“Baseline Report”) which shall be subject to the review and approval of
Landowner. The Baseline Report shall, at a minimum, include the following information:
date of report completion, preparer‘s identification, address and background information,
ownership information, description of the Property, resources and conservation values,
maps, photographs, and certifications by Landowner and Grantee certifying that the
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Baseline Conditions Report is a complete and accurate representation of the condition of
the Property at the time when the Property is fully remediated for the Agricultural Purposes
as allowed herein.
(e) Non- Prohibited Uses. Notwithstanding any provision of this Easement to the contrary,
the Landowner specifically reserves the right to engage in all acts and uses that are not
expressly prohibited herein and are not inconsistent with the Conservation Purpose of this
Agricultural Conservation Easement.
(f) Agricultural Purposes. The Landowner specifically reserves and retains the right to
use the Property for purposes included within the San Luis Ranch Specific Plan, (collectively
“Agricultural Purposes”) or to permit others to use the Property for Agricultural Purposes, in
accordance with applicable law and the terms of this Easement, without seeking approval or
permission of the Grantee. Notwithstanding the foregoing , for purposes of this easement the
parties agree that the existing billboards may be maintained, repaired and/or replaced as
acceptable and approved Agricultural Purposes under this Easement.
4. Prohibited Uses.
Except as provided in Sections 2 and 3 of this Easement, the Landowner shall not perform, nor
knowingly allow others to perform, any act on or affecting the Property that is inconsistent with
this Easement. Any other use or activity that would diminish or impair the agricultural productive
capacity, open space character and scenic value of the Property, or that would cause significant
soil degradation or erosion, restrict agricultural practices, or that is otherwise inconsistent with the
Agricultural Purposes is expressly prohibited (“Prohibited Use”). This Easement authorizes the
Grantee to enforce these covenants in the manner described herein. However, unless otherwise
specified, nothing in this Easement shall require the Landowner to take any action to restore the
condition of the Property after any act of God or other event over which it had no control. The
Landowner understands that nothing in this Easement relieves it of any obligation or restriction on
the use of the Property imposed by law or by the conditions of approval or mitigation measures
for the Project.
5. Permission of the Grantee.
Where the Landowner is expressly required to obtain the Grantee’s permission for a proposed use
hereunder, said permission (a) shall not be unreasonably delayed or withheld by the Grantee, (b)
shall be sought and given in writing, with copies of all supportive documents to be provided to the
Grantee, and (c) shall in all cases be obtained by the Landowner prior to the Landowner's
undertaking of the proposed use. The Grantee shall grant permission to the Landowner when the
Grantee, acting in the Grantee's s ole reasonable discretion and in good faith, determines that the
proposed use is not a “Prohibited Use” per Section 4.
6. Construction or Placement of Buildings and Other Improvements.
The Landowner may undertake construction, erection, installation, or placement of buildings,
structures, or other improvements on the Property only as provided in subsections (a) through (e)
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below. Except as provided in Sections 2 and 3 of this Easement, all other construction, erection,
installation, or placement of buildings, structures, or other improvements on the Property is subject
to the permission of the Grantee as described in Section 5.
For purposes of this section, the term “improvements” shall not refer to, and specifically excludes,
crops, plants, trees, or other living improvements planted for agricultural purposes, nor shall it
refer to water wells, water lines and/or related irrigat ion improvements necessary or desirable to
irrigate the Property for agricultural purposes, nor shall it refer to farm access roads, all of which
may be planted, constructed or installed at the Property without permission of the Grantee.
Notwithstanding a ny provision of this Easement to the contrary, the following provisions shall
control with respect to the improvements therein specified:
(a) Fences. Existing fences may be repaired and replaced without permission of the
Grantee. New fences may be built anywhere on the Property for purposes of reasonable
and customary agricultural management, and for security of farm produce, livestock,
equipment, and improvements on the Property, without permission of the Grantee.
(b) New Agricultural Support Structures and Improvements. New agricultural support
structures not to exceed a total of 10,000 square feet and improvements to be used solely
for agricultural production on the Property located within a one-half acre fenced in area in
the general vicinity of the Calle Joaquin entrance to the Property, but not including any
dwelling or farm labor housing, may be built on the Property without permission of the
Grantee. All permissible new agricultural structures may be repaired, reasonably enlarged,
and replaced without permission of the Grantee. Any other structures may be constructed
only with permission of the Grantee pursuant to Section 5.
(c) Existing Improvements. The Existing Improvements on the Property may be
maintained, repaired, removed, relocated, or replaced without permission of Grantee.
(d) Existing Easements. The existing easements and easement facilities on the
Property including those for water system appurtenances, agricultural access roads,
wastewater lines, utility lines, and billboards are approved uses under this easement
agreement and may not be terminated without the prior written permission of Landowner.
7. Extinguishment of Development Rights.
The parties agree that all development rights, except as specifically reserved in this Easement, that
were previously, are now or hereafter allocated to, implied, reserved, appurtenant to, or inherent
in the Property, are released, terminated, and extinguished, and may not be used on or transferred
by either party to any portion of the Property as it now or later may be bounded or described, or to
any other property adjacent or otherwise, or hereafter used for the purpose of calculating
permissible lot yield of the Property or any other property. This Easement shall not create any
development rights.
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8. Mining.
The mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel, or any other mineral
substance, using any method that disturbs the surface of the land, is expressly prohibited, except
as otherwise provided in Section 2.
9. Paving and Road Construction.
Except as may be reasonably required for Agricultural Purposes or construction of the Project, no
portion of the Property shall be paved or otherwise covered with concrete, asp halt, or any other
impervious paving material, unless such measures are required by air quality laws or regulations
applicable to the Property. Except as otherwise permitted herein, no road for access or other
purposes shall be constructed without the permission of the Grantee pursuant to Section 5.
Notwithstanding the foregoing, construction of unpaved farm roads, as necessary or desirable for
Agricultural Purposes, is permitted without permission from the Grantee, unless such work
requires a grading permit, in which case Grantee shall have authority over the work exclusively
within its regulatory capacity. The Landowner shall notify the Grantee of any significant net
relocation or addition of unpaved farm roads.
11. Trash and Storage.
The dumping or accumulation on the Property of any kind of trash, refuse, vehicle bodies or parts,
or “Hazardous Materials,” as defined in Section 2 5 is prohibited. Farm-related trash and refuse
generated at the Property may be temporarily stored on the Property subject to all applicable laws.
The storage of agricultural products and byproducts produced at the Property and materials
reasonably required for agricultural production at the Property is permitted as long as it is done in
accordance with all applicable government laws and regulations.
12. Commercial Signs.
Commercial signs on the Property shall be limited to: (i) the billboards as set forth in the
AGREEMENT ESTABLISHING TERMS OF EASEMENT FOR BILLBOARD SIGNAGE
entered into as of December 23, 2014, by between MI San Luis Ranch, LLC, a Delaware
limited liability company and Ernest F. Dalidio, Jr. and Kristie Dalidio, Trustees of the Ernest
F. Dalidio, Jr. and Kristie Dalidio Family Trust dated November 5, 2003; and, (ii) signs directly
related to the Agricultural Purposes or the Agricultural Heritage and Learning Center. All other
commercial signs at the Property are hereby prohibited.
13. Recreational Uses; Motorized Vehicle Use Off Roadways
Resort structures, athletic fields, golf courses, non-residential swimming pools, public or
commercial airstrips, commercial equestrian facilities, public or commercial helicopter pads, and
any other non-agricultural recreational structures or facilities are prohibited on the Property. The
use of motorized vehicles off roadways is prohibited except where used for Agricultural Purposes,
property maintenance and security, or for the purpose of monitoring this Easement.
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14. Water Rights.
The Landowner shall retain and reserve all ground water, and all appropriative, prescriptive,
contractual or other water rights appurtenant to the Property for use on the Property and
construction of the Project at the time this Easement becomes effective. The Landowner shall not
permanently transfer, encumber, lease, sell, or otherwise separate such water rights from title to
the Property itself. Permanent separation of water rights is prohibited. Any use or temporary
distribution of water shall not imp air the long-term agricultural productive capacity or open space
character of the Property. Nothing is this section shall pre-empt any future regulations or
requirements imposed by a Groundwater Sustainable Agency as authorized by the Sustainable
Groundwater Management Act (“SGMA”) or other later enacted local or state -wide laws.
15. Rights Retained by the Landowner.
As owner of the Property, the Landowner reserves all interests in the Property not transferred,
conveyed, restricted, prohibited or extinguished by this Easement. These ownership rights include,
but are not limited to, the right to sell, lease, or otherwise transfer the Property to anyone the
Landowner chooses, as well as the right to privacy, the right to exclude any member of the public
fr om trespassing on the Property, and any other rights consistent with the Agricultural Purposes of
this Easement. Nothing contained herein shall ever be construed as a grant to the general public of
any right to enter upon any part of the Property.
Nothing in this Easement relieves the Landowner of any obligation or restriction on the use of the
Property imposed by law.
16. Responsibilities of the Landowner and the Grantee Not Affected.
Other than as specified herein, this Easement is not intended to impose any legal or other
responsibility on the Grantee, or in any way to affect any existing obligations of the Landowner as
owner of the Property. Among other things, this shall apply to:
(a) Taxes. The Landowner shall be solely responsible for payment of all taxes and
assessments levied against the Property. If the Grantee ever pays any taxes or assessments
on the Property, or if the Grantee pays levies on the Landowner’s interest in order to protect
Grantee’s interests in the Property, the Landowner will r eimburse the Grantee for the same.
(b) Upkeep and Maintenance. The Landowner shall be solely responsible for the
upkeep and maintenance of the Property, to the extent it may be required by law. The
Grantee shall have no obligation for the upkeep or mainte nance of the Property. If the
Landowner fails to maintain the Property and the Grantee thereafter acts to maintain the
Property in order to protect the Grantee’s interest in the Property, the Landowner will
reimburse the Grantee for any such costs.
(c) Liability and Indemnification. In view of the Grantee’s negative rights, limited
access to the land, and lack of active involvement in the day-to-day management activities
on the Property, to the fullest extent provided by law, the Landowner shall indemni fy,
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protect, defend, with counsel of Grantee’s choice, and hold harmless Grantee, their
officials, officers, directors, members, employees, contractors, legal representatives,
agents, successors and assigns (collectively, “Agents and Assigns”) from and aga inst all
liabilities, costs, losses, orders, liens, penalties, claims, demands, damages, expenses, or
causes of action or cases, including without limitation reasonable attorneys’ fees, arising
out of or in any way connected with or relating to the Landowner’s use of the Property.
The Landowner shall be solely liable for injury or the death of any person, or physical
damage to any property, or any other costs or liabilities resulting from any act, omission,
condition, or other matter related to or occurrin g on or about the Property, regardless of
cause, unless due to the negligence or willful conduct of the Grantee, and/or their respective
Agents and Assigns. The Grantee shall be named as an additional insured on Landowner’s
general liability insurance policy for the Property.
Neither the Grantee nor their Agents and Assigns shall otherwise have any responsibility
for the operation of the Property, monitoring of hazardous conditions on it, or the protection
of the Landowner, the public or any third parties from risks relating to conditions on the
Property. Without limiting the foregoing, neither the Grantee nor their respective Agents
and Assigns shall be liable to the Landowner or other person or entity in connection with
consents given or withheld, or in connection with any entry upon the Property occurring
pursuant to this Easement, or on account of any claim, liability, damage or expense suffered
or incurred by or threatened against the Landowner or any other person or entity, except
when the claim, liability, damage, or expense is the result of the negligence or intentional
conduct of the Grantee and/or their respective Agents and Assigns.
17.Monitoring.
The Grantee shall manage its responsibilities as holder of this Easement in order to uphold the
Purpose of this Easement. The Grantee’s responsibilities include, but are not limited to, annual
review, such reasonable monitoring as circumstances may requir e, record keeping, and
enforcement of this Easement, for the purpose of ensuring that Landowner is in compliance with
the Althouse & Meade Memo and COA 118, and that the baseline soil conditions of the Property
are being maintained and are preserving the Property’s agricultural productive capacity, open
space character and scenic value in perpetuity. Failure of the Grantee to carry out these
responsibilities shall not impair the validity of this Easement or limit its enforceability in any way.
With reasonable advance notice (except in the event of an emergency circumstance or prevention
of a threatened breach), Grantee shall have the right to enter upon, inspect, observe, monitor and
evaluate the Property to identify the current condition of, and uses and practices on the Property
and to determine whether the condition, uses and practices are consistent with this Easement.
Grantee shall indemnify, defend with counsel of Landowner’s choice, and hold Landowner
harmless from, all expense, loss, liability, dam ages and claims, including Landowner’s attorneys’
fees, (collectively “Claims”) arising out of Grantee’s and Grantee’s respective Agents and Assigns
entry on the Property, unless such Claims are caused by a violation of this Easement by Landowner
or by Landowner’s negligence or willful conduct.
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18. Enforcement.
The Grantee may take all actions that it deems necessary to ensure compliance with the terms,
conditions, covenants, and purposes of this Easement. If the Grantee finds what it believes is a
violation or potential violation, it may at its discretion take appropriate legal action to ensure
compliance with the terms, conditions, covenants, and purposes of this Easement and shall have
the right to correct violations and prevent the threat of violatio ns. Except when an ongoing or
imminent violation could irreversibly diminish or impair the agricultural productive capacity and
open space character of the Property, the Grantee shall give the Landowner written notice of the
specific violation or potential violation, and forty (45) days to correct such violation, before filing
any legal action.
If a court with jurisdiction over the Property determines that a violation may exist, has occurred,
or is about to occur, the Grantee may obtain an injunction, specific performance, or any other
appropriate equitable or legal remedy, including (i) money damages, including damages for the
loss of the agricultural conservation values protected by this Easement, (ii) restoration of the
Property to its condition existing prior to such violation, and (iii) an award for all of the Grantee’s
expenses incurred in stopping and correcting the violation, including but not limited to reasonable
attorney’s fees. The failure of the Grantee to discover a violation or potential violation, or to take
immediate legal action to prevent or correct a violation or potential violation known to the Grantee,
shall not bar the Grantee from taking subsequent legal action. The Grantee’s remedies under this
section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law
or in equity.
Failure or refusal to exercise any rights under the terms of this Easement by the Grantee in the
event of a violation by the Landowner of any term herein shall not constitute a waiver or forfeiture
of the Grantee’s right to enforce any other term, condition, covenant, or purpose of this Easement.
19. Transfer of Easement.
This Easement may only be assigned or transferred to a private nonprofit organization that meets
the requirements of Section 815.3(a) of the California Civil Code and has similar purposes to
preserve agricultural lands and open space. Such an assignment or transfer may proceed only if
the organization or agency expressly agrees to assume the r esponsibility imposed on the Grantee
by the terms of this Easement and is expressly willing and able to hold this Easement for the
Conservation Purpose for which it was created. All assignment and assumption agreements
transferring the Easement shall be duly recorded in San Luis Obispo County.
If the Grantee should desire to assign or transfer this Easement, the Grantee must obtain the prior
written permission from the Landowner, which permission shall not be unreasonably withheld or
delayed. Landowner’s failure to respond in writing within forty-five (45) days of receiving written
notice from Grantee of a proposed assignment shall constitute Landlord’s permission for such an
assignment. Any such transfer made without the prior written permission of the La ndowner shall
be deemed void and unenforceable.
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20. Merger of Title.
Pursuant to California Civil Code at Part 2, Chapter 4, (commencing with section 815), which
defines and authorizes perpetual conservation easements; this Easement shall run with the land in
perpetuity except as otherwise expressly provided herein. Every provision of this Easement that
applies to the Landowner or the Grantee shall also apply to their respective agents, heirs, executors,
administrators, assigns, and all other successors as their interests may appear.
In drafting this Easement, Grantor and Grantee each acknowledge Grantee’s potential
future acquisition of fee title as to a portion of the Property in order to accommodate future
improvements related to the proposed Prado Road interchange project. It is the express purpose
and intent of this section to expressly acknowledge and agree, in the event Grantee acquires fee
title to any portion of the Property, that the Easement is forever extinguished as to that portion of
the Property based upon the resultant merger of the estates.
21. Transfer of Property Interest.
Any time the Property itself, or any interest in it, is transferred by the Landowner to any third
party, the Landowner shall notify the transferee in writing at least thirty (30) days prior to the
transfer of the Property or interest, and the document of conveyance shall expressly incorporate
by reference this Easement. Any document conveying a lease of the Property shall expressly
incorporate by reference this Easement. Failure of the Landowner to do so shall not impair the
validity of this Easement or limit its enforceability in any way.
22. Amendment of Easement.
This Easement may be amended only with the written consent of the Landowner and the Grantee.
Any such amendment shall be consistent with the Purpose of this Easement and with the Grantee’s
easement amendment policies, and shall comply with all applicable laws, including Section 170(h)
of the Internal Revenue Code, or any regulations promulgated in accordance with that section, and
with Section 815 et seq. of the California Civil Code, and the California Farmland Conservancy
Program Act as codified in Section 10200 et seq. of the California Public Resources Code, and
any regulations promulgated thereunder. No amendment shall diminish or affect the perpetual
duration or the Purpose of this Easement, nor the status or rights of the Grantee under the terms of
this Easement.
This Easement and any amendment to it shall be recorded in San Luis Obispo County. Copies of
any amendments to this Easement shall be provided to the City of San Luis Obispo within 30 days
of recordation.
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23.Termination of Easement.
(a)The Easement, or portion thereof, may be terminated as provided in paragraph 20
above.
Termination of the Easement through condemnation is subject to the requirements of Section
10261 of the Public Resources Code, the eminent domain laws of the State of Califor nia, federal
law, and this Easement.
24.Interpretation.
(a) References to specific authorities in this Easement shall be to the statute, rule,
regulation, ordinance, or other legal provision that is in effect at the time this Easement
becomes effective.
(b) No provision of this Easement shall constitute governmental approval of any
improvements, construction or other activities that may be permitted under this Easement.
24.Notices.
Any notices to the Landowner and the Grantee required by this Easement shall be in writing and
shall be personally delivered or sent by First-Class Mail to the following addresses, unless a party
has been notified by the other of a change of address:
If to Grantee: Michael Codron
Community Development Department
919 Palm Street
San Luis Obispo, CA 93401
With Copy to: J. Christine Dietrick
City Attorney
990 Palm Street
San Luis Obispo, CA 93401
If to Landowner: Gary Grossman
MI San Luis Ranch, LLC
c/o Coastal Community Builders, Inc.
330 James Way, Suite 270
Pismo Beach, CA 93449
With Copy to: Steven Spierer
Spierer|Woodward|Corbalis|Goldberg
707 Torrance Boulevard, Suite 200
Redondo Beach, CA 90277-3400
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25. The Landowner’s Environmental Warranty.
(a) Nothing in this Easement shall be construed as giving rise to any right or ability in
the Grantee to exercise physical or management control over the day-to-day operations of
the Property, or any of the Landowner's activities on the Property, or otherwise to become
an "owner" or "operator" with respect to the Property as those words are defined and used
in environmental laws, including the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (“CERCLA”), as amended or any corresponding
state and local statute or ordinance.
(b) The Landowner warrants that it has no actual knowledge of a release or threatened
release of any Hazardous Materials on, at, beneath or from the Property, except as
otherwise disclosed in public records. Moreover, the Landowner hereby promises to
defend and indemnify the Grantee against all litigation, claims, de mands, penalties and
damages, including reasonable attorneys’ fees, arising from or connected with the release
or threatened release of any Hazardous Materials on, at, beneath or from the Property, or
arising from or connected with a violation of any Envir onmental Laws. The Landowner’s
indemnification obligation shall not be affected by any authorizations provided by the
Grantee to the Landowner with respect to the Property or any restoration activities carried
out by the Landlord at the Property; provided, however, that the Grantee shall be
responsible for any Hazardous Materials released at the Property by the Grantee or
Grantee’s Agents or Assigns.
(c) The Landowner warrants that it shall remain in compliance with, all applicable
Environmental Laws. The La ndowner warrants that there are no known notices by any
governmental authority of any violation or alleged violation of, non-compliance or alleged
non-compliance with or any liability under any Environmental Law relating to the
operations or conditions of the Property.
(d) “Environmental Law” or “Environmental Laws” means any and all Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, guidelines,
policies or requirements of any governmental authority regulating or imposing standards
of liability or standards of conduct (including common law) concerning air, water, solid
waste, Hazardous Materials, worker and community right -to-know, hazard
communication, noise, radioactive material, resource protection, subdivision, inland
wetlands and watercourses, health protection and similar environmental health, safety,
building and land use as may now or at any time hereafter be in effect.
(e) “Hazardous Materials” means any petroleum, petroleum products, fuel oil, waste
oils, explosives, reactive materials, ignitable materials, corrosive materials, hazardous
chemicals, hazardous wastes, hazardous substances, extremely hazardous substances, toxic
substances, toxic chemicals, radioactive materials, infectious materials and any other
element, compound, mixture, solution or substance which may pose a present or potential
hazard to human health or the environment or any other material defined and regulated by
Environmental Laws.
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(f) If at any time after the effective date of this Easement there occurs a release,
discharge or other incident in, on, or about the Property of any substance now or hereafter
defined, listed, or otherwise classified pursuant to any federal, state, or local law,
regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the
air, water, or soil, or in any way harmful or threatening to human health or the environment,
the Landowner agrees to take any steps that are required of the Landowner with respect
thereto under federal, state, or local law necessary to ensure its containment and
remediation, including any cleanup.
26. The Landowner’s Title Warranty; No Prior Conservation Easements.
The Landowner represents and warrants that it owns the entire fee simple interest in the Property.
Any and all financial liens or financial encumbrances with priority over this Easement existing as
of the date of the recording of this Easement have been or will be subordinated, other than liens
associated with secured tax assessments. The Landowner represents and warrants that the Property
is not subject to any other conservation easement whatsoever.
27. Granting Subsequent Easements, Interests in Land, or Use Restrictions.
When permission of the Grantee is required pursuant to Section 5, the Landowner may hereafter
grant subsequent easements, including conservation easements, interests in land, or use restrictions
on the Property.
28. Severability.
If any term, provision, covenant, condition, or restriction of this Easement is held by a court of
competent jurisdiction to be unlawful, invalid, void, unenforceable, or not effective the remainder
of this Easement shall remain in full force and effect and shall in no way be affected, impaired, or
invalidated.
29. Entire Agreement.
This Easement is the final and complete expression of the agreement between the parties with
respect to the subject matter contained herein. Any and all prior or contemporaneous agreements
with respect to this subject matter, written or oral, are merged into and superseded by this written
instrument.
30. Acceptance.
As attested by the signature of the Mayor, as authorized by the San Luis Obispo City Council, the
Grantee hereby accepts the rights and responsibilities co nveyed by this Deed of Agricultural
Conservation Easement.
In Witness Whereof, the Landowner and the Grantee, intending to legally bind themselves, have
set their hands on the date first written above.
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GRANTEE:
CITY OF SAN LUIS OBISPO
_____________________________
Heidi Harmon, Mayor
APPROVED AS TO FORM:
_____________________________
Christine Dietrick, City Attorney
GRANTOR:
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
A Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co-Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
By: GGCCB, LLC
A California limited liability company
Its: Co-Manager
By: _____________________________
Gary Grossman
Its Managing Member
[ACKNOWLEDGEMENTS ATTACHED.]
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EXHIBITS
Exhibit A (Legal Description)
Exhibit B (Description of Existing Improvements)
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Exhibit A
(Legal Description)
Property Legal Description
Lot 10 shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______ of
Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the County of
San Luis Obispo, State of California; and
Lot 309 shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______ of
Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the County of
San Luis Obispo, State of California; and
Lot 310 shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______ of
Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the County of
San Luis Obispo, State of California.
Lot 311 shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______ of
Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the County of
San Luis Obispo, State of California.
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1050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863EXHIBIT B Item 3Packet Pg. 57
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more particularly described in Exhibit "B-1" and depicted in Exhibit "B-2" attached hereto and
incorporated by reference herein as though set forth in full; and
WHEREAS, the Subject Property has certain natural scenic beauty and important open
space and agricultural conservation values ( collectively the "Conservation Values"), and both
Owner and City desire to preserve and conserve for the public benefit the Conservation Values
of the Subject Property of the Owner; and
WHEREAS, the specific Conservation Values and all other existing improvements of the
Subject Property are documented in a "Baseline Conditions Report" dated October 16, 20 18 ,
which inventories relevant features of the Subject Property and is on file with both Owners
and City. The report, which shall be completed prior to the recordation of the Open Space
Easement, signed and certified by Owner and City, consists of narrative description, maps,
photographs, and other documentation that the parties collectively agree provides an accurate
representation of the Subject Property, its resources and Conservation Values 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 Agreement; and
WHEREAS, Owner is willing to grant to City the scenic use, as hereinafter expressed, of
the land and thereby protect and preserve the Conservation Values of the Subject Property by the
restricted use of said property by Owner through the imposition of the conditions hereinafter
expressed; and
WHEREAS, both Owner and City intend that the terms, conditions, and restrictions of
the open-space easement granted in this agreement are in compliance with Government Code
sections 51070 through 51097, inclusive, hereinafter referred to as the "Open-Space Easement
Agricultural and Open-Spucc Agreemenl
(0512-2016)
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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: (San Luis Ranch Property) 067-121-022 Space Above This Line for Recorder's Use
(City Farm Property) 053-152-006; 007; 008 and 009
NO RECORDING FEE – PUBLIC AGENCY – Government Code § 6103
TEMPORARY ACCESS LICENSE
This TEMPORARY ACCESS LICENSE (“Agreement”) is made and entered this ______ day
of ___________, 2018 (“Effective Date”) by and between the City of San Luis Obispo, a municipal
corporation and charter city (“City”), and MI San Luis Ranch, LLC, a Delaware limited liability
company (“Developer”).
WHEREAS, Developer is the owner of that certain real property located at 1035 Madonna Road,
San Luis Obispo, California, APN: 067-121-022 (the “San Luis Ranch Property”) as more
particularly described in Exhibit “A” attached hereto and incorporated herein by this reference ;
WHEREAS, Developer has obtained various entitlements from City, including, but not limited
to, a Specific Plan, Development Agreement, and Vesting Tentative Tract Map to develop up to
580 residential units and approximately 250,000 square feet of commercial devel opment on the
San Luis Ranch Property as more particularly set forth in City Resolution No. 10822; 2017 Series,
(the “Project”);
WHEREAS, City is the owner of certain real property located off Calle Joaquin, San Luis Obispo,
commonly referred to as the “City Farm,” Assessor Parcel Nos. 053-152-006; 007; 008; and, 009
(the “City Farm Property”) and more particularly described in Exhibit “B”;
WHEREAS, the City Farm Property is currently subject to leases and subleases, in favor of
various tenants and subtenants who are hereby collectively referred to herein as “Tenants”;
WHEREAS, City desires to obtain Developer’s permission for the City and the Tenants to enter
onto a portion of the San Luis Ranch Property, on a temporary basis, in order to access the City
Farm Property for the sole purpose of providing reasonable vehicular ingress and egress to the City
Farm Property for purposes of conducting agricultural operations on the City Farm Property; and,
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WHEREAS, Developer desires to obtain City’s permission to enter onto a portion of the City
Farm Property, on a temporary basis, to provide reasonable vehicular ingress and egress to and
from the San Luis Ranch Property for Project construction and for conducting agricultural
operations on the San Luis Ranch Property.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Grant of License. Developer hereby grants to City, and City hereby accepts, a license to
enter upon that portion of the San Luis Ranch Property as shown as the Shared Farm Access
Easement on Lot 10 on the map of Tract 3096 recorded on ____________, 20____ in Book ______
of Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the County
of San Luis Obispo, State of California for the sole purpose of the City and Tenants’ reasonable
two-way vehicular ingress and egress to the City Farm Property for purposes of conducting
agricultural operations on the City Farm Property; in exchange, City hereby grants Developer, and
Developer hereby accepts, a license to enter upon that portion of the City Farm Property as
described on Exhibit “C” and depicted on Exhibit “D” for reasonable one-way ingress only to
facilitate construction mobilization and mass grading operations on the Project site and reasonable
two-way vehicular ingress and egress for purposes of conducting agricultural operations on the
San Luis Ranch Property (collectively the “Access Road”).
2. Use of Access Road. City, for itself and its Tenants, hereby acknowledges that their use of
the Access Road is limited to the City’s and Tenants’ officials, officers, employees, agents, and
contractors solely for purposes of conducting agricultural operations on the City Farm Property.
The Access Road shall not be used by the City, the Tenants or any other persons in connection
with any educational, marketing or similar events on the City Farm Property. City and Developer
agree to work cooperatively to restrict access to the Access Road to the parties identified in this
Agreement, and to prevent third party encroachments on the Access Road. In addition to any
requirements or mitigation measures for the Project, Developer agrees to take reasonable steps to
limit construction traffic on the Access Road to speeds of no more than 10 miles per hour.
Developer shall post signage along the Access Road and will instruct all contractors and delivery
companies of this limitation.
3. Responsibility for Installation and Maintenance of Access Road. Developer shall, at its
sole cost and expense, design and install an all-weather surface along the entirety of the Access
Road prior to commencement of Project construction on the San Luis Ranch Property. During the
Project’s construction, Developer shall, at its sole cost and expense, maintain the Access Road in
good condition so that it is accessible in all weather and free of potholes, large cracks, or any other
material defects. Maintenance of the Access Road shall include the repair of all damage caused by
ordinary use, the occurrence of natural events and acts of God.
4. Responsibility for Repair of Other Damage to Access Road. Each party shall be solely
responsible for the cost of repair of any damage to the Access Road which is caused by that party
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or that party’s tenants, contractors, agents, guests, licensees, or invitees and which is above and
beyond normal wear and tear occasioned by ordinary use.
5. Indemnification.
a. City agrees to indemnify, protect, and hold harmless Developer, and its successors in
interest from and against any and all claims, liabilities, costs, expenses, damages,
and/or injuries and death, including, but not limited to attorney’s fees and costs, arising
out of or related to the City’s and/or Tenants’ use of the Access Road and entry onto
San Luis Ranch Property; provided, howe ver, that City’s duty to indemnify, protect
and hold harmless shall not include any claims or liability arising from the negligence
or willful misconduct of the Developer, its agents, guests or invitees. The obligations
set forth in this paragraph shall survive termination of this Agreement.
b. Developer agrees to indemnify, protect, and hold harmless City, and its Tenants,
officials, officers, employees, agents, guests and invitees from and against any and all
claims, liabilities, costs, expenses, damages, and/or injuries and death, including, but
not limited to attorney’s fees and costs, arising out of or related to Developers’ use of
the Access Road and entry onto City Farm Property; provided, however, that
Developer’s duty to indemnify, protect and hold harmless shall not include any claims
or liability arising from the negligence or willful misconduct of the City, its Tenants,
officials, officers, employees, agents, guests or invitees. The obligations set forth in
this paragraph shall survive termination of this Agreement.
6. Insurance.
a. During the term of this Agreement, City shall maintain commercial general liability
insurance covering liability for personal injury, d eath or property damage in the
minimum amount of $1,000,000 per occurrence. Developer shall be named as an
additional insured under said policy for the term of this Agreement. Developer
acknowledges that City’s general liability insurance is through CalJPIA, a pooled
insurance provider.
b. During the term of this Agreement, Developer shall maintain commercial general
liability insurance covering liability for personal injury, death or property damage in
the minimum amount of $1,000,000 per occurrence. City shall be named as an
additional insured under said policy for the term of this Agreement.
During the term of this Agreement, Developer shall maintain Automobile Liability
Insurance for bodily injury and property damage with limits of liability of not less than
$1,000,000 each accident. Developer shall require each contractor or subcontractor
who uses the Access Road for Project construction purposes to maintain similar
insurance coverage with the same minimum limits.
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c. Upon reasonable request, City and Developer shall provide one another with proof of
insurance as required herein.
7. Term. This Agreement shall commence on the Effective Date and shall remain in full force
and effect until the Project construction on the San Luis Ranch Property is complete or use of the
Access Road is no longer necessary to access t he San Luis Ranch Property for Project construction
purposes as evidenced by Developer’s delivery to City of a written “Notice of Termination of
License Agreement,” at which time this Agreement shall automatically terminate and be replaced
by the Permanent Access Easement executed between City and Developer and recorded
concurrently herewith in the Official Records of San Luis Obispo County, California.
8. Termination. If City or Developer default in the performance of any terms or provisions of
this Agreement, and if the non-defaulting party gives the defaulting party written notice of such
default, and if the defaulting party fails to cure such default within thirty (30) days after receipt of
such notice, or if the default is of such a character as to require more than thirty (30) days to cure,
and then, if the defaulting party fails to use reasonable diligence in curing such default, then either:
a. The non-defaulting party may cure such default for the account of and at the cost and
expense of the defaulting party, and the reasonable sums so expended by the non-
defaulting party shall be payable by the defaulting party on demand; or
b. The non-defaulting party may elect to terminate this Agreement by written notice
directed to the defaulting party, and the defaulting party’s rights under this Agreement
shall be immediately terminated. Such termination however shall have no force or
effect as to the rights of the non-defaulting party under this Agreement.
9. Termination Due to Abandonment. Commencing six (6) months after the Effective Date,
this Agreement shall automatically terminate should Developer fail to maintain any building
and/or grading permits for any Project improvements for any twelve (12) consecutive month
period, provided City provides thirty (30) days written notice to Developer of such failure , and
Developer fails to obtain or renew such permit during said thirty (30) day period following notice.
10. Not a Real Property Interest. It is expressly understood that this Agreement does not in any
way grant or convey any permanent easement, lease, fee or other interests.
11. Not a Perpetual Easement. It is expressly understood that this Agreement does not in any
way grant or convey a perpetual easement.
12. Binding on Successors. This Agreement shall be binding upon each of the undersigned
parties and their successors in interest until terminated as herein provided.
13. Amendment. This Agreement may only be modified by an instrument in writing signed by
all of parties and recorded in the office of the County Recorder of the County of San Luis Obispo,
California.
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14. Governing Law. This Agreement shall be governed in all respects by the laws of the State
of California. In any action or pr oceeding connected with this Agreement, the parties consent to
the jurisdiction and venue of the Superior Court of the State of California, County of San Luis
Obispo, California.
15. Judicial Reference. Pursuant to Code of Civil Procedure Section 638, et seq., all legal actions
regarding this agreement shall be heard by a referee who shall be a retired judge from either the San
Luis Obispo County Superior Court, the California Court of Appeal, the United States District Court
or the United States Court of Appeals, provided that the selected referee shall have experience in
resolving land use and real property disputes. Developer and City shall agree upon a single referee
who shall then try all issues, whether of fact or law, and report a finding and judgment thereon and
issue all legal and equitable relief appropriate under the circumstances of the controversy before such
referee. If the parties are unable to agree on a referee within ten (10) days of a written request to do
so by either Party hereto, either Party may seek to have one appointed pursuant to Code of Civil
Procedure Section 640. The cost of such proceeding shall initially be borne equally b etween the
parties involved in the dispute. Any referee selected pursuant to this Section 15 shall be considered
a temporary judge appointed pursuant to Article 6, Section 21 of the California Constitution.
Notwithstanding the provisions of this Section 14, any Party shall be entitled to seek declaratory and
injunctive relief in any court of competent jurisdiction to enforce the terms of this Agreement, or to
enjoin another party from an asserted breach thereof, pending the selection of a referee as provided in
this Section 15, on a showing that the moving party would otherwise suffer irreparable harm. Upon
the mutual agreement by the parties involved in the dispute, any legal action shall be first be submitted
to mediation in accordance with rules to be mutually agreed upon by the parties.
16. Attorney’s Fees. Should any of the parties be required to engage counsel for the purposes of
enforcing or preventing the breach of any provision hereof, including, but not limited to, by
instituting any action or referenced proceeding to enforce any provis ion hereof, for damages by
reason of any alleged breach of any provision hereof, for a declaration of such party’s rights and
obligations with reference to the provisions hereof, by defending any action or proceeding
instituted in violation hereof, or for seeking any other judicial or referenced remedy, then if said
matter is settled by judicial or referenced determination, the prevailing party shall be entitled, in
addition to such other relief as may be granted, to be reimbursed by the losing party for reasonable
attorneys’ fees and costs actually incurred by the prevailing party.
17. Authorization. The parties to this Agreement represent to each other that each has the full
right and authority to enter into this Agreement.
18. Counterparts. This Agreement may be executed in one or more counterparts each of which
shall be an original, and will become effective and binding upon the parties at such time as all the
signatories hereto have signed the counterpart of this Agreement.
19. Notices. All notices, demands and requests required or desired to be given under this
Agreement must be in writing and shall be deemed to have been given as of the date such writing
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is (i) delivered to the party intended, (ii) delivered to the then current address of the party intended,
or (iii) rejected at the then current address of the party intended, provided such writing was sent
prepaid. The initial address of the signatories hereto is:
If to City: Michael Codron
Community Development Department
919 Palm Street
San Luis Obispo, CA 93401
With Copy to: J. Christine Dietrick
City Attorney
990 Palm Street
San Luis Obispo, CA 93401
If to Developer: Gary Grossman
MI San Luis Ranch, LLC
c/o Coastal Community Builders, Inc.
330 James Way, Suite 270
Pismo Beach, CA 93449
With Copy to: Steven Spierer
Spierer|Woodward|Corbalis|Goldberg
707 Torrance Boulevard, Suite 200
Redondo Beach, CA 90277-3400
Following ten (10) days’ prior written notice, each party shall have the right to change its address
to any other address.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the Effective Date.
[Signatures on following page.]
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CITY:
CITY OF SAN LUIS OBISPO
_____________________________
Heidi Harmon, Mayor
APPROVED AS TO FORM:
_____________________________
Christine Dietrick, City Attorney
DEVELOPER:
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
A Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co-Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
By: GGCCB, LLC
A California limited liability company
Its: Co-Manager
By: _____________________________
Gary Grossman
Its Managing Member
[ACKNOWLEDGEMENTS ATTACHED.]
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EXHIBIT “C” ACCESS EASEMENT CITY FARM PROPERTY ALL OF THAT REAL PROPERTY SITUATE IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS: A PORTION OF LOT 5 AS SAID LOT IS SHOWN ON PARCEL MAP SLO 04-0615 RECORDED NOVEMBER 8, 2006 IN BOOK 67 OF PARCEL MAPS AT PAGES 68 THROUGH 70, INCLUSIVE, IN THE OFFICE OF THE CLERK-RECORDER OF SAID COUNTY OF SAN LUIS OBISPO, SAID
PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT 5 AT A POINT ON THE
WESTERLY RIGHT OF WAY OF U.S. HIGHWAY 101, SAID CORNER BEING THE
SOUTHEASTERLY CORNER OF THAT PROPERTY SHOWN ON THE RECORD OF SURVEY
RECORDED JUNE 3, 1998 IN BOOK 76 OF LICENSED SURVEYS AT PAGE 89 IN SAID
RECORDER’S OFFICE, THENCE ALONG THE EASTERLY LINE OF SAID LOT 5, BEING THE
WESTERLY RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 101 SOUTH 27° 46’ 24” WEST 387.30
FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF CALLE JOAQUIN, AS SAID
PUBLIC ROAD IS SHOWN ON THE HEREINABOVE DESCRIBED PARCEL MAP;
THENCE ALONG THE LINE COMMON TO SAID LOT 5 AND SAID CALLE JOAQUIN RIGHT OF
WAY NORTH 62° 13’ 36” WEST 40.00 FEET;
THENCE LEAVING SAID COMMON LINE NORTH 34° 28’ 59” EAST 85.59 FEET TO A POINT ON A
LINE 30.00 FEET WESTERLY OF, AND PARALLEL WITH THE EASTERLY LINE OF SAID LOT 5;
THENCE ALONG A LINE 30.00 FEET WESTERLY OF, AND PARALLEL WITH THE EASTERLY
LINE OF SAID LOT 5 NORTH 27° 46’ 24” EAST 306.42 FEET TO A POINT ON THE LINE COMMON
TO SAID LOT 5 AND THAT PROPERTY SHOWN ON SAID RECORD OF SURVEY;
THENCE ALONG SAID COMMON LINE SOUTH 54° 24’ 53” EAST 30.28 FEET TO THE POINT OF
BEGINNING AND TERMINUS OF THIS DESCRIPTION, CONTAINING 12,106 SQUARE FEET,
MORE OR LESS.
END OF DESCRIPTION.
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LICEN S E D L A ND SUR
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EYORST
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NO. 7690SUSAN R OBE
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EXHIBIT D
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REMINDER TO ATTACH CITY FARM SIGNED CONSENT
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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: (San Luis Ranch Property) 067-121-022 Space Above This Line for Recorder's Use
(City Farm Property) 053-152-006; 007; 008 and 009
NO RECORDING FEE – PUBLIC AGENCY – Government Code § 6103
PERMANENT ACCESS EASEMENT
This PERMANENT ACCESS EASEMENT (“Easement”) is made and entered this ______ day
of ___________, 2018 (“Effective Date”) by and between the City of San Luis Obispo, a municipal
corporation and charter city (“City”), and MI San Luis Ranch, LLC, a Delaware limited liability
company (“Developer”).
WHEREAS, Developer is the owner of that certain real property located at 1035 Madonna Road,
San Luis Obispo, California, APN: 067-121-022 (the “San Luis Ranch Property”) as more
particularly depicted in Exhibit “A” attached hereto and incorporated herein by this reference ;
WHEREAS, Developer has obtained various entitlements from City, including, but not limited
to, a Specific Plan, Development Plan, and Vesting Tentative Tract Map to develop up to 580
residential units and approximately 250,000 square feet of commercial development on the San
Luis Ranch Property as more particularly set forth in City Resolution No. 10822 ; 2017 Series (the
“Project”);
WHEREAS, City is the owner of certain real property located off Calle Joaquin, San Luis Obispo,
commonly referred to as the “City Farm,” Assessor Parcel Nos. 053-152-006; 007; 008; and 009
(the “City Farm Property”) and more particularly depicted in Exhibit “B”;
WHEREAS, the City Farm Property is, and will hereafter be subject to leases and subleases, in
favor of tenants and subtenants whom are hereby collectively referred herein as “Tenants”;
WHEREAS, City desires to obtain Developer’s permission for City and Tenants to enter onto a
portion of the San Luis Ranch Property for purposes of reasonable vehicular ingress and egress to
and from the City Farm Property for purposes of conducting agricultural operations at the City
Farm Property; and
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WHEREAS, Developer desires to obtain City’s permission to enter onto a portion of the City
Farm Property, for purposes of reasonable vehicular ingress and egress to and from the San Luis
Ranch Property for purposes of conducting agricultural operations at the San Luis Ranch Property.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Grant of Easement. Developer hereby grants to City, and City hereby accepts, an Easement,
in perpetuity, to enter upon that portion of the San Luis Ranch Property as shown as the Shared
Farm Access Easement on Lot 10 on the map of Tract 3096 recorded on ____________, 20____
in Book ______ of Maps, Pages ____ through ____, inclusive, in the office of the County Recorder
of the County of San Luis Obispo, State of California for the sole purpose of the City and Tenants’
reasonable two-way vehicular ingress and egress to the City Farm Property for purposes of
conducting agricultural operations on the City Farm Property; in exchange, the City hereby grants
Developer, and Developer hereby accepts, an Easement, in perpetuity, to enter upon that portion
of the City Farm Property as described on Exhibit “C” and depicted on Exhibit “D” for the sole
purpose of reasonable two-way vehicular ingress and egress to the San Luis Ranch Property for
purposes of conducting agricultural operations on the San Luis Ranch Property (collectively the
“Access Road).
2. Commencement of Easement. This Easement shall commence upon the termination of the
Temporary Access License (“Temporary License Agreement”) executed between City and
Developer and recorded concurrently herewith in the Official Records of San Luis Obispo County,
California. Notwithstanding the foregoing, if the Developer’s rights under the Temporary License
Agreement are terminated pursuant to Sections 8 or 9 of the Temporary License Agreement, the
Parties agree that this Easement shall be deemed null and void ab initio, and be of no further force
or effect.
3. Term and Termination of Easement. Upon commencement of t his Easement pursuant to
Section 2 above, this Easement shall be an easement in perpetuity for the benefit of the City Farm
Property and the San Luis Ranch Property, and their respective tenants, successors and assigns.
The Easement may be terminated by written unanimous consent of the Parties, and/or their
respective successors and or assigns, and shall terminate upon recordation of an instrument
incorporating such unanimous consent and the termination of the Easement in the Official Records
of San Luis Obispo County. The rights of either party under this Easement may also be terminated
for a material breach of the terms of this Easement provided the non-defaulting party gives the
defaulting party written notice of such default, and : (i) if the defaulting party fails to cure such
default within thirty (30) days after receipt of such notice; or , (ii) if the default is of such a character
as to require more than thirty (30) days to cure, and then, if the defaulting party fails to use
reasonable diligence in curing such default, then either:
a. The non-defaulting party may cure such default for the account of and at the cost and
expense of the defaulting party, and the reasonable sums so expended by the non-
defaulting party shall be payable by the defaulting party on demand; or
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b. The non-defaulting party may elect to terminate the defaulting party’s rights under this
Easement by written notice directed to the defaulting party, and the defaulting party’s
rights under this Easement shall be immediately terminated. Such termination however
shall have no force or effect as to the rights of the non-defaulting party under this
Easement.
4. Use of Access Road. Developer and City hereby acknowledge that their use of the Access
Road is limited to ingress and egress for purposes of conducting agricultural operations on their
respective properties and only by the respective parties’ officers, officials, employees, contractors,
Tenants, guests, invitees and agents. For purposes of this Easement, the term “agricultural
operations” when referring to the San Luis Ranch Property shall be limited to the various
agriculture uses within in the San Luis Ranch Specific Plan. The Access Road shall not be used
by the City, Tenants or any other persons in connection with any educational, marketing or similar
events on the City Farm Property. All parties agree to work cooperatively to restrict access to the
Access Road to the parties identified in this Easement, and to prevent third party encroachments
on the Access Road.
5. Responsibility for Maintenance of Access Road. The Access Road shall be regularly
maintained with a functioning all-weather surface and in a condition free of potholes, large cracks,
or other material defects. Any maintenance work on the Access Road shall be done in a good and
professional manner and be performed by either the part ies themselves, their tenants, or by licensed
contractors. Except as otherwise herein provided, after the commencement of the Easement as
provided in Section 2 above, the cost and expense of maintaining and repairing the Access Road
shall be shared between the City and the Developer as follows:
a. City shall be financially responsible for twenty-five percent (25%) of the cost and
expense of maintaining and repairing the Access Road; and
b. Developer shall be financially responsible for seventy-five percent (75%) of the cost
and expense of maintaining and repairing the Access Road.
For purposes of this paragraph, repair of the Access Road includes the repair of all damages caused
by ordinary use, the occurrence of natural events, and acts of God. Subject to the foregoing,
Developer shall be responsible for ensuring that the Access Road is maintained in accordance with
this Easement. Prior to incurring any repair costs in excess of $1,000, Developer shall contact City
in order to determine if such work triggers the payment of prevailing wages and to obtain City’s
written consent, such consent shall not be unreasonably withheld. Neither party shall be
responsible for any labor costs for maintaining the Access Road if such work is performed by that
party, or their tenants or employees.
4. Responsibility for Repair of Other Damage to Access Road. Each party shall be solely
responsible for the cost of repair of any damage to the Access Road which is caused by that party
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or that party’s tenants, contractors, agents, guests, licensees, or invitees, and which is above and
beyond normal wear and tear occasioned by ordinary use.
5. Indemnification.
a. City agrees to indemnify, protect, and hold harmless Developer, and its successors
in interest from and against any and all claims, costs, expenses, damages, and/or
injuries and death, including, but not limited to attorney’s fees and costs, arising
out of or related to the City’s and/or Tenants’ use of the Access Road and entry
onto San Luis Ranch Property; provided, however, that City’s duty to indemnify,
protect and hold harmless shall not include any claims or liability arising from the
negligence or willful misconduct of the Developer, its agents, guests or invitees.
b. Developer agrees to indemnify, protect, and hold harmless City, and its Tenants,
officials, officers, employees, agents, guests and invitees from and against any and
all claims, costs, expenses, damages, and/or injuries and death, including, but not
limited to attorney’s fees and costs, arising out of or related to Developers’ use of
the Access Road and entry onto City Farm Property; provided, however, that
Developer’s duty to indemnify, protect and hold harmless shall not include any
claims or liability arising from the negligence or willful misconduct of the City,
and/or the Tenants, or their agents, guests or invitees.
6. Insurance.
a. During the term of this Easement, City shall maintain commercial general liability
insurance covering liability for personal injury, death or property damage in the
minimum amount of $1,000,000 per occurrence. Developer shall be named as an
additional insured under said policy for the term of this Easement. Developer
acknowledges that City’s general liability insurance is through CalJPIA, a pooled
insurance provider.
b. During the term of this Easement, Developer shall maintain commercial general
liability insurance covering liability for personal injury, death or property damage
in the minimum amount of $1,000,000 per occurrence. City shall be named as an
additional insured under said policy for the term of this Easement.
c. Upon reasonable request, City and Developer shall provide one another with proof
of insurance as required herein.
7. Effect of Easement. This Easement shall run with the San Luis Ranch Property and City
Farm Property and shall benefit and be binding upon their respective successor and assigns.
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8. Amendment. This Easement may only be changed by an instrument in writing signed by all
of parties and recorded in the office of the County Recorder of the County of San Luis Obispo,
California.
9. Governing Law. This Easement shall be governed in all respects by the laws of the State of
California. In any action or proceeding connected with this Easement, the parties consent to the
jurisdiction and venue of the Superior Court of the State of California, County of San Luis Obis po,
California.
10. Judicial Reference. Pursuant to Code of Civil Procedure Section 638, et seq., all legal actions
regarding this Easement shall be heard by a referee who shall be a retired judge from either the San
Luis Obispo County Superior Court, the California Court of Appeal, the United States District Court
or the United States Court of Appeals, provided that the selected referee shall have experience in
resolving land use and real property disputes. Developer and City shall agree upon a single referee
who shall then try all issues, whether of fact or law, and report a finding and judgment thereon and
issue all legal and equitable relief appropriate under the circumstances of the controversy before such
referee. If the parties are unable to agree on a referee within ten (10) days of a written request to do
so by either party hereto, either party may seek to have one appointed pursuant to Code of Civil
Procedure Section 640. The cost of such proceeding shall initially be borne equally by the Parties.
Any referee selected pursuant to this Section 10 shall be considered a temporary judge appointed
pursuant to Article 6, Section 21 of the California Constitution. Notwithstanding the provisions of
this Section 10, any party shall be entitled to seek declaratory and injunctive relief in any court of
competent jurisdiction to enforce the terms of this Easement, or to enjoin the other party from an
asserted breach thereof, pending the selection of a referee as provided in this Section 10, on a showing
that the moving party would otherwise suffer irreparable harm. Upon the mutual agreement by all
parties, any legal action shall be submitted to mediation in accordance with rules to be mutually agreed
upon by the parties.
11. Attorney’s Fees. Should any of the parties be required to engage counsel for the purposes of
enforcing or preventing the breach of any provision hereof, including, but not limited to, by
instituting any action or referenced proceeding to enforce any provision hereof, for damages by
reason of any alleged breach of any provision hereof, for a declaration of such party’s rights and
obligations with reference to the provisions hereof, by defending any action or proceeding
instituted in violation hereof, or for seeking any other judicial or referenced remedy, then if said
matter is settled by judicial or referenced determination, the prevailing party shall be entitled, in
addition to such other relief as may be granted, to be reimbursed by the losing party for reasonable
attorneys’ fees and costs actually incurred by the prevailing party.
12. Authorization. The parties to this Easement represent to each other that each has the full
right and authority to enter into this Easement.
13. Counterparts. This Easement may be executed in one or more counterparts each of which
shall be an original and will become effective and binding upon the parties at such time as all the
signatories hereto have signed the counterpart of the Easement.
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14. Notices. All notices, demands and requests required or desired to be given under this
Easement must be in writing and shall be deemed to have been given as of the date such writing is
(i) delivered to the party intended, (ii) delivered to the then current address of the party intended,
or (iii) rejected at the then current address of the party intended, provided such writing was sent
prepaid. The initial address of the signatories hereto is:
If to City: Michael Codron
Community Development Department
919 Palm Street
San Luis Obispo, CA 93401
With Copy to: J. Christine Dietrick
City Attorney
990 Palm Street
San Luis Obispo, CA 93401
If to Developer: Gary Grossman
MI San Luis Ranch, LLC
c/o Coastal Community Builders, Inc.
330 James Way, Suite 270
Pismo Beach CA 93449
With Copy to: Steven Spierer
Spierer|Woodward|Corbalis|Goldberg
707 Torrance Boulevard, Suite 200
Redondo Beach CA 90277-3400
Following ten (10) days’ prior written notice, each party shall have the right to change its address
to any other address.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Easement to be executed as of the
Effective Date.
CITY:
CITY OF SAN LUIS OBISPO
_____________________________
Heidi Harmon, Mayor
APPROVED AS TO FORM:
_____________________________
Christine Dietrick, City Attorney
DEVELOPER:
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
A Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co-Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
By: GGCCB, LLC
A California limited liability company
Its: Co-Manager
By: _____________________________
Gary Grossman
Its Managing Member
[ACKNOWLEDGEMENTS ATTACHED.]
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EXHIBIT “C”
ACCESS EASEMENT
CITY FARM PROPERTY
ALL OF THAT REAL PROPERTY SITUATE IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS:
A PORTION OF LOT 5 AS SAID LOT IS SHOWN ON PARCEL MAP SLO 04-0615 RECORDED
NOVEMBER 8, 2006 IN BOOK 67 OF PARCEL MAPS AT PAGES 68 THROUGH 70, INCLUSIVE, IN
THE OFFICE OF THE CLERK-RECORDER OF SAID COUNTY OF SAN LUIS OBISPO, SAID
PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT 5 AT A POINT ON THE
WESTERLY RIGHT OF WAY OF U.S. HIGHWAY 101, SAID CORNER BEING THE
SOUTHEASTERLY CORNER OF THAT PROPERTY SHOWN ON THE RECORD OF SURVEY
RECORDED JUNE 3, 1998 IN BOOK 76 OF LICENSED SURVEYS AT PAGE 89 IN SAID
RECORDER’S OFFICE, THENCE ALONG THE EASTERLY LINE OF SAID LOT 5, BEING THE
WESTERLY RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 101 SOUTH 27° 46’ 24” WEST 387.30
FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF CALLE JOAQUIN, AS SAID
PUBLIC ROAD IS SHOWN ON THE HEREINABOVE DESCRIBED PARCEL MAP;
THENCE ALONG THE LINE COMMON TO SAID LOT 5 AND SAID CALLE JOAQUIN RIGHT OF
WAY NORTH 62° 13’ 36” WEST 40.00 FEET;
THENCE LEAVING SAID COMMON LINE NORTH 34° 28’ 59” EAST 85.59 FEET TO A POINT ON A
LINE 30.00 FEET WESTERLY OF, AND PARALLEL WITH THE EASTERLY LINE OF SAID LOT 5;
THENCE ALONG A LINE 30.00 FEET WESTERLY OF, AND PARALLEL WITH THE EASTERLY
LINE OF SAID LOT 5 NORTH 27° 46’ 24” EAST 306.42 FEET TO A POINT ON THE LINE COMMON
TO SAID LOT 5 AND THAT PROPERTY SHOWN ON SAID RECORD OF SURVEY;
THENCE ALONG SAID COMMON LINE SOUTH 54° 24’ 53” EAST 30.28 FEET TO THE POINT OF
BEGINNING AND TERMINUS OF THIS DESCRIPTION, CONTAINING 12,106 SQUARE FEET,
MORE OR LESS.
END OF DESCRIPTION.
11-2-18
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LICEN S E D L A ND SUR
V
EYORST
A
TE OF C A L I F O R N IAEXP.
NO. 7690SUSAN R OBE
R
T
S12-31-18
EXHIBIT D
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REMINDER TO ATTACH CITY FARM SIGNED CONSENT
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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: 067-121-022 Space Above This Line for Recorder's Use
NO RECORDING FEE – PUBLIC AGENCY – Government Code § 6103
HISTORIC PRESERVATION EASEMENT
This Historic Preservation Easement (“Easement”) is made this _____ of __________ 2018, by
MI SAN LUIS RANCH, LLC, having an address at 330 James Way, Suite 270, Pismo Beach
California 93449 (“Landowner”), to the City of San Luis Obispo, having an address at 990 Palm
Street, San Luis Obispo, California 93401 (“Grantee”), for the purpose of forever conserving the
open space character of the subject property.
RECITALS
A. The Landowner is the sole owner in fee simple of the certain real property which
consists of approximately 2.70 acres of land located in San Luis Obispo County, California and
which property is described as the Agricultural Heritage and Learning Center in the San Luis Ranch
Specific Plan and legally described in Exhibit “A” (“Property”).
B. Because of their architectural, historic, and cultural character, the main Craftsman
style residence, the Main Barn, and the former Spectator Barn/Viewing Stand (collectively the
“Structures”) were identified as historically significant structures as documented in the San Luis
Ranch Final Environmental Impact Report (“FEIR”), incorporated herein by this reference.
C. Landowner and Grantee recognize the architectural, historic, and cultural values and
significance of the Structures, and have the common purpose of conserving and preserving the
aforesaid conservation and preservation values and significance of the Structures.
D. Landowner further intends, as the owner of the Structures, to convey to Grantee the
right to preserve and protect the architectural, historic, and cultural conservation values of the
Structures.
E. Grantee agrees by accepting this grant to honor the intentions of Landowner stated
herein and to preserve and protect the architectural, historic, and cultural conservation values of the
structures.
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GRANT OF HISTORIC PRESERVATION EASEMENT
NOW, THEREFORE, in consideration of the above and the mutual covenants, terms,
conditions, and restrictions contained herein, and pursuant to the laws of the State of California and
California Civil Code section 815 et. seq., Landowner hereby voluntarily grants and conveys to
Grantee a conservation easement over the Property of the nature, character and to the extent
hereinafter set forth (“Easement”) and Grantee accepts the Easement and agree to honor the
intentions of the Landowner to preserve and protect the Structures.
1. Purpose. It is the purpose of this Easement to protect the Structures located on the Property,
to honor and protect them and to assure that the Structures will be retained in their existing state,
and for their architectural, historic, and cultural conservation values, and to prevent any use of the
Property which would significantly impair or interfere with the architectural, historic, and cultural
conservation values of the Structures.
2. Landowner's Covenant to Maintain. Landowner agrees at all times to maintain the Structures
in the same structural condition and state of repair as existing on the Effective Date of this Easement.
Landowner's obligation to maintain shall require replacement, repair, and reconstruction by
Landowner whenever necessary to preserve the Structures in substantially the same structural
condition and state of repair as that existing on the Effective Date of this Easement. Subject to the
casualty provisions of this Easement, this obligation to maintain shall require replacement,
rebuilding, repair, and reconstruction of the Structures whenever necessary in accordance with The
Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic
Buildings (36 C.F.R. § 67), as these may be amended from time to time (“Secretary’s Standards”).
3. Landowner’s Reservations:
3.1 Landowner’s Grading and Stockpiling Rights, and Restoration Obligations.
Notwithstanding any provision of this Easement to the contrary, the Landowner specifically reserves
the limited right to perform grading and soil stockpiling at and upon the Property for purposes of
performing and completing the construction of the project on the Landowner’s adjacent real property
in accordance with the San Luis Ranch Specific Plan, which adjacent property is legally described
as the “Project” in Exhibit “B” and depicted in Exhibit “C” (“Project”). Upon the completion of the
Project’s construction, Landowner shall restore the Property to the condition it enjoyed prior to the
grading and any stockpiling activity. To the extent that Landowner fails to perform such restoration
within thirty (30) days following the completion of construction, or fails to commence such
restoration within said period and thereafter diligently pursue the same until completion, the Grantee
shall have the right to perform such restoration at Landowner’s expense, and Landowner shall
reimburse Grantee for the cost and expense of said restoration within fifteen (15) days following the
Grantee’s delivery of a written demand to Landowner for such reimbursement.
3.2 Allowed Uses. The Landowner retains the right to use the Property for the purposes included
within the approved San Luis Ranch Specific Plan, or to permit others to use the Property, in
accordance with applicable law and the terms of this Easement, without seeking approval or permission
of the Grantee. Further the Landowner reserves the right to engage in all acts and uses that are not
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expressly prohibited herein and are not inconsistent with the purpose of this Historic Preservation
Easement.
3.3 Additional Reserved Rights. The following rights, uses, and activities of, or by, Landowner
on, over, or under the Property are permitted by this Easement without further approval by Grantee:
(a) the right to engage in all those acts and uses that: (i) are permitted by governmental statute or
regulation, (ii) do not substantially impair the conservation and preservation values of the Property;
and (iii) are not inconsistent with the purpose of this Easement; (b) the right to maintain and repair
the Structures according to the Secretary's Standards. As used in this subparagraph, the right to
maintain and repair shall mean the use and application by Landowner of like-kind materials and
colors, applied with workmanship comparable to that which w ere used in the construction of the
Structures, for the purpose of retaining the appearance and construction of the Structures. The right
to maintain and repair as used in this subparagraph shall not include the right to make changes in
appearance, materials, colors, and workmanship from t hat existing prior to the maintenance and
repair without the prior approval of Grantee; and (c) the right to conduct at or on the Property
activities that are not inconsistent with the protection of the conservation and preservation values of
the Structures.
4. Prohibited Activities. The following acts are expressly forbidden on, over, or under the
Property, except as otherwise mentioned in this paragraph: (a) the Structures shall not be demolished,
removed, or razed except as otherwise allowed in this Agreement; (b) no other structures, excepting
those identified in, or provided under the approved Specific Plan shall be erected or placed on the
Property, except for temporary structures required for the maintenance or rehabilitation of the
Structures, or for the exercise of the Landlord’s reserved rights, such as construction trailers; (c) the
dumping of trash, rubbish, or any other unsightly or offensive materials on the Property; (d) the
subdivision of the Property (the Property shall not be devised or conveyed except as a unit); (e)
above-ground utility transmission lines, except for those reasonably necessary for serving the
existing Structures, and the existing utility easements of record.
5. Limitations on Landowner’s Responsibilities. Landowner shall not be responsible for the
actions of the Grantee or Grantee’s representatives at the Property.
6. Notice of Intention to Undertake Certain Permitted Actions. The purpose of requiring
Landowner to notify Grantee prior to undertaking certain permitted actions, is to afford Grantee an
opportunity to ensure that the action in question are designed and carr ied out in a manner consistent
with the purpose of this Easement. Whenever notice is required Landowner shall notify Grantee in
writing not less than thirty (30) days prior to the date Landowner intends to undertake the action in
question. The notice shall describe the nature, scope, design, location, timetable, and any other
material aspect of the proposed action in sufficient detail to permit Grantee to make an informed
judgment as to the action’s consistency with the purpose of this Easement.
7. Grantee’s Approval. Where Grantee’s approval is required, Grantee shall grant or withhold
its approval in writing within thirty (30) days following Grantee’s receipt of Landowner’s 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 Easement. Should no written
response by the Grantee be provided to Landowner within the thirty (30) day period, Grantee shall
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be deemed to have approved the proposed action, and Landowner may proceed with the action, but
Grantee’s approval rights as to any future action are not waived.
8. Standards for Review. When exercising any authority created by the Easement: to inspect
the Structures; to review any construction, alteration, repair, or maintenance; or, to review casualty
damage or to reconstruct or approve reconstruction of the Structures following casualty damage,
Grantee shall apply the Secretary's Standards.
9. Grantee’s Remedies. If Grantee determine that Landowner is in violation of the terms of this
Easement or that a violation is threatened, Grantee shall give written notice to Landowner of such
violation and demand corrective action sufficient to cure the violation and, where the violation
involves injury to the Structures resulting from any use or activity inconsistent with the purpose of
this Easement, to restore the portion of the Structures so injured. If Landowner fails to cure the
violation within 30 (thirty) days after the receipt of notice, or under circumstances where the
violation cannot reasonably be cured within a 30 (thirty) day period and Landowner fails to begin
curing the violation within the 30 day period, or fails to continue diligent efforts 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 terms of this Easement, to enjoin the violation, ex parte if necessary, by
temporary or permanent injunction, to recover any damages to which it may be entitled for violation
of the terms of this Easement, including damages for loss of architectural, historic, and cultural
conservation values, and to require the restoration of the Structures to the condition that existed prior
to any such injury. Without limiting Landowner’s liability therefor, Grantee, in its sole discretion,
may apply any damages recovered to the c ost of Landowner undertaking any corrective action on
the Structures. If Grantee, in its sole discretion, determines that circumstances require immediate
action to prevent or mitigate significant damage to the architectural, historic, and cultural
conservation values of the Structures. Grantee may pursue its remedies under this paragraph without
prior notice to Landowner or 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 Easement. Landowner agrees that since the architectural, historic, and cultural
conservation values of the Structures are of inestimable value and some may be intangible, that
remedies at law for any violation of the terms of their Easement may be inadequate and that Grantee
shall be entitle to the injunctive relief described in this paragraph, both prohibitive and manda tory,
in addition to such other relief to which Grantee may be entitled, including specific performance of
the terms of this Easement, without the necessity of proving either actual damages or the inadequacy
of otherwise available legal remedies. Grantee’s responsibility to monitor and conserve the
architectural, historic, and cultural conservation values of the Structures are hereby recognized as
being unique and the fact that some of these values are intangible is understood, and thus the
necessity of proving the pertinent architectural, historic, and cultural conservation values of the
Structures will not be required in pursuing Grantee’s remedies under this Easement. Grantee’s
remedies described in this paragraph shall be cumulative and shall be in addit ion to all remedies now
or hereafter existing at law or in equity.
10. Grantee’s Discretion. Enforcement of the terms of this Easement shall be at the discretion
of Grantee, and any forbearance by Grantees in exercis ing its rights under this Easement shall not
be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the
same or any other term of this Easement or of any of Grantee’s rights under this Easement. No delay
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or omission by Grantee in the exercise of any right or remedy upon any breach by Landowner shall
impair such right or remedy, or be construed as a waiver.
11. Casualty Damage or Destruction. In the event that the Structures or any part thereof shall
be damaged or destroyed by fire, flood, windstorm, earth movement, or other casualty, Landowner
shall notify Grantee in writing within fourteen (14) days of the damage or destruction, such
notification including what, if any, emergency work has already been completed. No repairs or
reconstruction of any type, other than temporary emergency work to p revent further damage to the
Structures and to protect public safety, shall be undertaken by Landowner without Grantee's prior
written approval. Within ninety (90) days of the date of damage or destruction, if required by
Grantee, Landowner at its expense shall submit to the Grantee a written report prepared by a
qualified restoration architect and an engineer who are acceptable to Landowner and Grantee, which
report shall include the following: (a) an assessment of the nature and extent of the damage; (b) a
determination of the feasibility of the restoration of the Structures and/or reconstruction of damaged
or destroyed portions of the Structures; and (c) a report of the restoration/reconstruction work
necessary to return the Structures to the condition existing at Effective Date.
12. Acts Beyond Landowner’s Control. Nothing contained in this Easement shall be construed
to entitle Grantee to any claim, or to bring any action against Landowner for any injury to or change
in the Structures resulting from causes beyond Landowner’s control, including, without limitation,
fire, flood, storm, and earth movement, or from any action taken by Landowner under emergency
conditions to prevent abate, or mitigate significant injury to the Structures resulting from such
causes.
13. No Public Access. No right of access by the general public to the Structures, or any portion
of the Structures, is conveyed by this Easement.
14. Costs and Liabilities. Landowner retains all responsibilities and shall bear all costs and
liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Structures,
including the maintenance of adequate comprehensive general liability insurance coverage.
Landowner shall keep the Property free of liens arising out of any work performed for, materials
furnished to, or obligations incurred by Landowner.
15. Taxes. Landowner shall pay before delinquency all taxes, assessments, fees and charges of
whatever description levied on or assessed against the Property by competent authority (collectively
“taxes”), including any taxes imposed upon, or incurred as a result of this Easement, and shall furnish
Grantee with satisfactory evidence of payment, upon request. It is intended that this Easement
constitutes an enforceable restriction within the meaning of Article XIII, section 8 of the California
Constitution and that this Easement qualifies as an enforceable restriction under the provisions of
California Revenue and Taxation Code section 402.1 or successor statute.
16. Hold Harmless and Indemnification. Landowner hereby agrees to pay, protect, indemnify,
hold harmless and defend at its own cost and expense, Grantee, its agents, directors and employees,
or independent contractors from and against any and all claims, liabilities, expenses, costs, damages,
losses, and expenditures (including reasonable attorneys' fees and disbursements hereafter incurred)
arising out of or in connection with injury to or death of any person, physical damage to the Property;
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the presence or release in, on, or about the Property, at any time, of any substance now or hereafter
defined, listed, or otherwise classified pursuant to any law, ordinance, or regulation as a hazardous,
toxic, polluting, or contaminating substance; or other injury or other damage occurring on or about
the Property, unless such injury or damage is caused by Grantee or any agent, trustee, employee, or
contractor of Grantee.
17. Insurance. Landowner shall keep the Property insured by an insurance company rated "B+"
or better by Best's for the full replacement value against loss from the perils commonly insured under
standard fire and extended coverage policies and comprehensive general liability insu rance against
claims for personal injury, death, and property damage. Property damage insurance shall include
change in condition and building ordinance coverage, in form and amount sufficient to replace fully
the damaged Structures without cost or expense to Landowner or contribution or coinsurance from
Landowner. Such insurance shall include Grantee's interest and name Grantee as an additional
insured. Landowner shall deliver to Grantee, within ten (10) business days of Grantee's written
request therefor, certificates of such insurance coverage. Provided, however, that whenever the
Property is encumbered with a mortgage or deed of trust, nothing contained in this paragraph shall
jeopardize the prior claim, if any, of the mortgagee/lender to the insurance p roceeds.
18. Extinguishment. If circumstances arise in the future such as render the purpose of this
Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether
in whole or in part, by judicial proceedings in a court of competent jurisdiction. The amount of the
proceeds to which Grantee shall be entitled, after the satisfaction of prior claims, from any sale,
exchange, or involuntary conversion of all or any portion of the Property subsequent to such
termination or extinguishment, shall be determined, unless otherwise provided for by California law
at the time, to be the amount equal to the difference between the current fair market value of the
Property as if unencumbered by this Easement and the current fair market value of the Property
encumbered by this Easement, each as determined on or about the date of termination. The values
shall be determined by an appraisal performed by an appraiser jointly selected by the Landowner
and the Grantee. The Landowner shall pay the cost of the appraisal. Nothing herein shall prevent
the Landowner or the Grantee from having an additional appraisal prepared at its own expense .
Grantee shall use all such proceeds in a manner consistent with the architectural, historic, and
cultural conservation purposes of this grant.
19. Proceeds. This Easement constitutes a real property interest immediately vested in Grantee,
which the parties stipulate to have a fair market value determined by a written narrative appraisal of
the Easement’s fair market value, and the Property’s fair market value at the time of this grant. The
ratio of the value of the Easement at the time of this grant to the value of the Property, without
deduction for the value of the Easement, at the time of this grant. shall be de emed to remain constant.
The appraised fair market values at the time of this grant shall be the values used to calculate the
deduction for federal income tax purposes allowable by reason of this grant, pursuant to section
170(h) of the Internal Revenue Code of 1954, as amended.
20. Condemnation. If the Easement is taken, in whole or in part, by exercise of the power of
eminent domain, Grantee shall be entitled to compensation in accordance with applicable law.
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21. Amendment. If circumstances arise under which an amendment to or modification of this
Easement would be appropriate, Landowner and Grantee are free to jointly amend this Easement;
provided that no amendment shall be allowed that will affect the qualification of this Easement or
the status of the Grantee under applicable laws, and any amendm ent shall be consistent with the
purpose of this Easement, shall include reference to the significant architectural, historic, and
cultural conservation values and be consistent with protecting those values. Any such amendment
shall be recorded in the official records of the County of San Luis Obispo, California.
22. Assignment. This Easement is transferable, but Grantee may assign its rights and obligations
under this Easement only to an organization that is a qualified organization at the time of transfer,
under section 170(h) of the Internal Revenue Code of 1954, as amended, and the applicable
regulations promulgated thereunder, and authorized to acquire and hold cultural conserv ation
easement under sections 815 et. seq. of the California Civil Code, or successor provision. Grantee
shall require that the cultural conservation purposes that this grant is intended to advance, will
continue to be carried out by any assignee. Grantee shall also notify Landowner in writing, and in
advance of any assignment, but the right of assignment shall not be abridged by Landowner.
23. Subsequent Transfers. Landowner agrees to reference the terms of this Easement in any deed
or other legal instrument by which they dives t themselves of any interest in the Property, including
without limitation, a leasehold interest. Landowner further agrees to give written notice to the
Grantee of the transfer of any such interest at least sixty (60) days prior to the date of such transfer.
24. Estoppel Certificates. Upon request by Landowner , Grantee shall within thirty (30) days
execute and deliver to Landowner any document, including an estoppel certificate, which certifies
Landowner’s compliance with any obligation of Landowner contained in this Easement and
otherwise evidences the status of this Easement as may be requested by Landowner.
25. Notices. Any notices to the Landowner and the Grantee required by this Easement shall be
in writing and shall be personally delivered or sent by First-Class Mail to the following addresses,
unless a party has been notified by the other of a change of address:
If to Grantee: Michael Codron
Community Development Department
919 Palm Street
San Luis Obispo, CA 93401
With Copy to: J. Christine Dietrick
City Attorney
990 Palm Street
San Luis Obispo, CA 93401
If to Landowner : Gary Grossman
MI San Luis Ranch, LLC
c/o Coastal Community Builders, Inc.
330 James Way, Suite 270
Pismo Beach, CA 93449
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With Copy to: Steven Spierer
Spierer|Woodward|Corbalis|Goldberg
707 Torrance Boulevard, Suite 200
Redondo Beach, CA 90277-3400
or to such other address as either party from time to time shall designate by written notic e to the
other.
26. Recordation. Grantee shall record this instrument in timely fashion in the official records of the
County of San Luis Obispo, California, and may re-record it at any time as may be required to
preserve rights in the Easement.
27. Executory Limitation. If Grantee shall cease to exist or cease to qualify or to be authorized
to acquire and hold conservation easements under California Civil Code 815 et. seq. and a prior
assignment is not made pursuant to paragraph 22, or refuse such rights and obligations, then the
rights and obligations under this Easement shall vest in such organization as a court of competent
jurisdiction shall direct pursuant to California law and with due regard to the requiremen t for an
assignment pursuant to paragraph 22, especially to the unique and significant character of the
architectural, historic, and cultural conservation values involved. Landowner may request relief from
the court, in an action under this paragraph to void the Easement if Grantee or its assignees cease to
be a qualified organization or refuse their rights and obligations under this Easement.
28. Controlling Law. The interpretation and performance of this Easement shall be governed by
the laws of the State of California.
29. Liberal Construction. Any general rule of construction to the contrary notwithstanding, this
Easement shall be liberally construed in favor of the grant to effect the purpose of this Easement and
the policy and purpose of California Civil Code Section 815 et. seq. If any provision in this
instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement
that would render the provision valid shall be favored over any interpretation that would render it
invalid.
30. Severability. If any provision of this Easement, or the application thereof to any person or
circumstance, is found to be invalid, the remainder of the provisions of this Easement, or the
application of such provision to persons or circumstances other than those as to which it is fou nd to
be invalid, as the case may be, shall not be affected thereby.
31. Entire Agreement. This instrument sets forth the entire agreement of the parties and
supersedes all prior discussions, negotiations, understandings, or agreements relating to the
Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid
or binding unless contained in an amendment that complies with paragraph 21.
32. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of
Landowner’s title in any respect.
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33. Joint Obligation. The obligations imposed by this Easement upon Landowner (if multiple
Landowners) shall be joint and several.
34. Successors. The covenants, terms, conditions, and restrictions of this Easement shall be
binding upon, and inure to the benefit of, the parties h ereto and their respective personal
representatives, heirs, successors, and assigns
35. Termination of Rights and Obligations. A party’s rights and obligations under this Easement
terminate upon transfer of the party’s interest in the Easement or Property, except that liability for
acts or omissions occurring prior to the transfer shall survive transfer.
36. 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 e ffect upon construction or
interpretation.
37. 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.
IN WITNESS WHEREOF Landowner and Grantee have set their hands on the day and year first
above written.
CITY:
CITY OF SAN LUIS OBISPO
_____________________________
Heidi Harmon, Mayor
APPROVED AS TO FORM:
_____________________________
Christine Dietrick, City Attorney
LANDOWNER:
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
A Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co-Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
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By: GGCCB, LLC
A California limited liability company
Its: Co-Manager
By: _____________________________
Gary Grossman
Its Managing Member
[Notary Acknowledgments Attached.]
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EXHIBITS
Exhibit A (Property Legal Description)
Exhibit B (Project Legal Description)
Exhibit C (Project Depiction)
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EXHIBIT A
Property Legal Description
Lot 304 shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______ of
Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the County of
San Luis Obispo, State of California.
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EXHIBIT B
Legal Description
A portion of Lot 64 and 65 of the Subdivision of the Rancho Canada de Los Osos and La Laguna, as filed in Book A,
at Page 83 and 84 of Maps, and Lot Land a portion of Lots K, M, and N of the Re-subdivision of Lots 58, 61, 62, 63,
64 and 65, per J. Stratton's Survey and Map of the Subdivisions of the Rancho Canada de Los Osos and La Laguna,
as filed in Book A, at Page 161 of Maps in the office of the Recorder of San Luis Obispo County, California, more
particularly described as follows:
Commencing at the most Northerly corner of Lot K (Corner "EE") as shown on said map filed in Book A, at Page 161
of Maps, being on the existing City Limit boundary of the City of San Luis Obispo at the Northern terminus of
course No. 62 of the "Los Osos Road No. 1 Annexation" as approved by Resolution No. 1728 of the legislative body
of said City, and being on the Southeasterly line of Madonna Road right-of-way, known formerly as French Road;
Thence, leaving said Road, along the Southwesterly line of Lot J as shown on said map filed in Book A, at Page 161,
and along the existing City Limit boundary of said Los Osos Road No. 1 Annexation, South 45° 36' 38" East, 393.00
feet to the True Point of Beginning;
1.Thence, continue along the Southwesterly line of said Lot J, and along the existing City Limit boundary of
said Los Osos Road No. 1 Annexation, South 45° 36' 38" East, 1088.10 feet;
2.Thence, along the Southeasterly line of said Lot J, North 42° 52' 03" East, 145.28 feet;
3.Thence, along the Southwesterly line of Lot I as shown on said map filed in Book A, at Page 161 of Maps,
South 54° 08' 17" East, 558.56 feet to the Westerly boundary of the State Highway 101 right-of-way;
4.Thence, continue along the existing boundary of said Los Osos Road No. 1 Annexation, Southerly, and
along the Westerly boundary of State Highway 101 right-of-way on a curve that is concave to the West
from a radial bearing South 62 ° 47' 19" East, with a radius of 2420.00 feet, through a central angle of oo·
33' 58", an arc length of 23.91 feet;
5.Thence, continue along the Westerly boundary of State Highway 101 right-of-way, and along the existing
boundary of said Los Osos Road No. 1 Annexation, South 27° 46' 39" East, 2557.88 feet to the
Northeasterly boundary of Lot "EE" as designated according to said map filed in Book A, at Page 161 of
Maps;
6.Thence, leaving the Westerly boundary of State Highway 101 right-of-way, along the Northeasterly
boundary of said Lot EE, being the existing City Limit boundary of Annexation No. 71 as approved by
Resolution No. 2005-09 of the legislative body of said City, North 54° 25' 52" West, 1349. 74 feet;
7.Thence, continue along the Northeasterly boundary of said Lot "EE", and along the existing City Limit
boundary of said Annexation No. 71, North 53 ° 35' 32" West, 733.70 feet to the most Northerly corner of
said Lot EE, being the Northeast corner (corner "AE") of Lot Oas designated according to said map filed in
Book A, at Page 161 of Maps, and being the most Eastern corner of the existing City Limit boundary of the
"Lakewood Addition" as approved by Resolution No. 924 of the legislative body of said City;
8.Thence, along the Northeasterly line of said Lot 0, and along the existing City Limit boundary of said
"Lakewood Addition", North 35° 34' 51" West, 41.45 feet to the most Southern corner of Tract No. 169 as
filed in Book 6, at Page 45 of Maps in the office of the Recorder for said County, and the most Southern
Page 1 of 2
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Item 3Packet Pg. 110
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DATEi..flo/--ZO{r--1050 Southwood Drive
San Luis Obispo, CA 93401
P 805.544.7407 F 805.544.3863
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EXHIBIT C
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Page 1
San Luis Ranch – Well Monitoring Agreement
(11-08-2018)
WELL MONITORING ACCESS LICENSE
RECITAL
MI SAN LUIS RANCH, LLC, a Delaware limited liability company (“San Luis Ranch”),being
the owner of the real property in the County of San Luis Obispo as described on attached Exhibit
“A” (“Property”), hereby grants a license (“License”) to the City of San Luis Obispo, a municipal
corporation and charter city in the State of California (“City”), and its agents, contractors,
consultants (“Consultants”) to enter on to the Property for the sole purpose of monitoring the
existing groundwater wells depicted on attached Exhibit “B ” (“Wells”), upon the terms and
conditions herein set forth.
AGREEMENT
1. This License shall allow the City the right of ingress to and egress from the Property
as such access is reasonably necessary for the City to monitor the Wells.
2. The Wells are the sole property of San Luis Ranch.
3. The City shall exercise reasonable care to avoid any damage to the Property and/or
the Wells, and the City shall at its expense, perform any repair and/or restoration work that may
be required as a result of any damage caused by the City’s access to the Property and Wells, or
the monitoring of the Wells pursuant to this License. All work and activities performed under this
License shall comply with all applicable City, County, State and Federal laws, regulations,
ordinances and rules (collectively the “Applicable Laws”).
4. If San Luis Ranch requires relocation of any of the Wells or drill an additional well,
San Luis Ranch shall have the sole authority to determine the location of the new well. As a
courtesy to the City, San Luis Ranch shall provide plans for the installation of any new well to the
City, but the City shall have no responsibility for payment of any of the costs associated with the
relocation or the new well. Any such new wells shall be deemed one of the Wells subject to this
agreement.
5. The City and any Consultants shall at all times follow any and all of San Luis
Ranch’s rules and requirements to assure that their exercise of this License presents minimal
impacts on San Luis Ranch’s use, enjoyment, and development of the Property. At all times prior
to the City and/or its Consultants entering the Property for purposes of taking samples from the
Wells the City shall provide San Luis Ranch with not less than five (5) days prior written notice.
6. All monitoring of the Wells shall be performed on days other than weekends or
holidays and shall be performed between the hours of 9:00 a.m. and 5:00 p.m.
7. San Luis Ranch shall have the right to be provided with all Well sampling and
monitoring data obtained by City. The City shall provide copies of all such data and test results
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San Luis Ranch – Well Monitoring Agreement
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within seven (7) days following the receipt of San Luis Ranch’s writte n request for the same, at
no cost to San Luis Ranch.
8. This right of access under this License does not include any right in favor of the
City to store equipment, materials, supplies, or any personal property whatsoever at the Property.
All such actions are expressly prohibited under this License.
9. Prior to entering onto the Property under this License: (i) City shall provide to San
Luis Ranch a certificate establishing that the City and any Consultant is insured with commercial
general liability insurance in the amount of at not less than Two Million Dollars ($1,000,000.00)
aggregate limit, naming San Luis Ranch as an additional insured and with cross-liability
endorsement. Such insurance shall be primary and not contr ibutory.
10. The City shall indemnify, hold harmless and defend San Luis Ranch from and
against any claims, damages, mechanic’s liens, and costs and expenses, including attorney’s fees
and court costs, arising out of any injury, death or damage to any person or property resulting from
the City or its Consultants entry onto the Property and performing any activity under the terms of
this License.
11. Any notice, consent or approval required or permitted to be given under this
License shall be in writing and shall be deemed to have been given upon receipt. Notices shall be
addressed as follows unless a party has been notified by the other of a change of address:
If to City:
Michael Codron
Community Development Department
919 Palm Street
San Luis Obispo, CA 93401
With Copy to:
J. Christine Dietrick
City Attorney
990 Palm Street
San Luis Obispo, CA 93401
If to MI San Luis Ranch, LLC :
Gary Grossman
MI San Luis Ranch, LLC
c/o Coastal Community Builders, Inc.
330 James Way, Suite 270
Pismo Beach, CA 93449
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San Luis Ranch – Well Monitoring Agreement
(11-08-2018)
With Copy to:
Steven Spierer
Spierer|Woodward|Corbalis|Goldberg
707 Torrance Boulevard, Suite 200
Redondo Beach, CA 90277-3400
12. This License constitutes the entire agreement between the parties and supersedes
all prior negotiations and understandings between the parties relating to the Wells.
13. San Luis Ranch reserves the right to terminate this License upon: (i) Ninety (90)
days advance writte n notice without cause: (ii) and upon Thirty (30) days advance written notice
with cause.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ____th
____________, 2018.
CITY:
CITY OF SAN LUIS OBISPO
_____________________________
Heidi Harmon, Mayor
APPROVED AS TO FORM:
_____________________________
Christine Dietrick, City Attorney
SAN LUIS RANCH:
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
A Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co-Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
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San Luis Ranch – Well Monitoring Agreement
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By: GGCCB, LLC
A California limited liability company
Its: Co-Manager
By: _____________________________
Gary Grossman
Its Managing Member
[ACKNOWLEDGEMENTS ATTACHED.]
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San Luis Ranch – Well Monitoring Agreement
(11-08-2018)
EXHIBITS
Exhibit A (Property Legal Description)
Exhibit B (Monitoring Wells Depiction)
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San Luis Ranch – Well Monitoring Agreement
(11-08-2018)
EXHIBIT A
Property Legal Description
Lot 9, Lot 10, Lot 308, and Lot 309 shown on the map of Tract 3096 recorded on ____________,
20____ in Book ______ of Maps, Pages ____ through ____, inclusive, in the office of the County
Recorder of the County of San Luis Obispo, State of California .
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1050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863EXHIBIT BItem 3
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Page 1
San Luis Ranch – Restrictive Covenant Affecting Real Property (No Build Zone)
(10-26-2018)
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of San Luis Obispo
Attn: City Clerk
990 Palm Street
San Luis Obispo, CA 93401
PRTN FRMR APN: 067-121-022 No fee pursuant to Government Code § 6103
No Documentary Transfer Tax per R&T Code § 11922
No Recording Fee per Government Code § 27383
RESTRICTIVE COVENANT
AFFECTING REAL PROPERTY
(No Build Zone)
THIS RESTRICTIVE COVENANT AFFECTING REAL PROPERTY (“Restrictive Covenant”)
is made this ____ day of ________________, 20____ by MI SAN LUIS RANCH, LLC, a
Delaware limited liability company (“Owner”), as follows:
RECITALS
WHEREAS, Owner is the record owner of that certain real property (“Real Property”)
located in the City of San Luis Obispo, State of California, described as:
Lot 7 shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______
of Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the
County of San Luis Obispo, State of California;
Lot 8 shown on the map of Tract 3096 recorded on ____________, 20____ in Book ______
of Maps, Pages ____ through ____, inclusive, in the office of the County Recorder of the
County of San Luis Obispo, State of California; and
Lot 10 shown on the map of Tract 3096 recorded on ____________, 20____ in Book
______ of Maps, Pages ____ through ____, inclusive, in the office of the County Recorder
of the County of San Luis Obispo, State of California; and
Lot 303 shown on the map of Tract 3096 recorded on ____________, 20____ in Book
______ of Maps, Pages ____ through ____, inclusive, in the office of the County Recorder
of the County of San Luis Obispo, State of California; and
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San Luis Ranch – Restrictive Covenant Affecting Real Property (No Build Zone)
(10-26-2018)
Lot 309 shown on the map of Tract 3096 recorded on ____________, 20____ in Book
______ of Maps, Pages ____ through ____, inclusive, in the office of the County Recorder
of the County of San Luis Obispo, State of California.
WHEREAS, The County of San Luis Obispo operates the San Luis Obispo County Regional
Airport; and
WHEREAS, Owner makes this Restrictive Covenant to establish a no build zone (“No Build
Zone”) over that portion of the Real Property as more particularly described in Exhibit A attached
hereto and incorporated herein and as depicted on the map of Tract 3096 incorporated herein by
this reference as though set forth in full, consistent with Condition 9 of the Conditions that the San
Luis Obispo County Airport Land Use Commission placed on its consistency determination on
April 19, 2017 and which provides as follows:
The Updated Amendments and Conditions of Approval shall provide for a 200-foot by
1,200-foot “no build” zone within the S-1b Safety Area that shall remain free of structures
except for infrastructure associated with any future planned highway interchange with
Highway 101. The “no build” zone may be used for parking areas with no lighting or
landscaping that exceeds 8 feet in height. All drive aisles in the “no build zone” will be
parallel with the centerline of the airport runway.
NOW, THEREFORE, that the Real Property shall be held, sold, leased, mortgaged,
encumbered, rented, used, occupied, improved and conveyed subject to the following Restrictive
Covenant, which shall run with the Real Property and be binding on all parties having or acquiring
right, title or interest in or to the Real Property or any party thereof, their heirs, successors and
assigns.
RESTRICTIVE COVENANT
1. Scope of the No Build Zone. The No Build Zone shall remain free of structures except for
infrastructure associated with any future planned highway interchange with Highway 101. The No
Build Zone may be used for parking areas provided that such areas contain no lighting or
landscaping that exceeds 8 feet in height. All drive aisles in the No Build Zone shall be parallel
with the centerline of San Luis Obispo County Regional Airport Runway 7-29.
2. Enforcement. The City of San Luis Obispo and the County of San Luis Obispo shall have
the right, but not the obligation, to make a written demand to the Owner or any subsequent owner(s)
or lessor(s) of the Real Property (each a “Responsible Party”), or their designee, that required
maintenance or removal of any structures prohibited by this Restrictive Covenant be performed in
the No Build Zone. If a Responsible Party does not complete the required work within thirty (30)
days of such a demand, then the City of San Luis or the County of San Luis Obispo may if it
determines necessary, in its sole and absolute discretion, elect to maintain or remove any prohibited
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(10-26-2018)
structure, and each Responsible Party shall be joint and severally responsible for the costs of said
maintenance or removal.
3. Successors. The terms, covenants, and conditions of this Restrictive Covenant shall apply
to, and shall bind, the heirs, successors-in-interest, executors, administrators, assigns and
subcontractors of each Responsible Party.
4. Amendment. This Restrictive Covenant shall not be rescinded, revoked, modified or
otherwise changed or amended without the express written consent of the City of San Luis Obispo
after referral to the San Luis Obispo County Airport Land Use Commission.
5. Severability. In the event any term of this Restrictive Covenant is held invalid by a court
of competent jurisdiction, or subsequently enacted legislation, this Restrictive Covenant shall be
construed as not containing that term, and the remainder of this Restrictive Covenant shall remain
in full force and effect.
6. Captions. The captions of this Restrictive Covenant are for convenience only and are not
a part of this Restrictive Covenant and do not in any way limit or amplify the terms and provisions
of this Restrictive Covenant.
7. Entire Agreement. This Restrictive Covenant, including the exhibits attached hereto and
incorporated into this Restrictive Covenant by reference, constitutes the entire agreement with
respect to the subject matter hereof and supersedes all prior negotiations, oral and written.
8. Compliance with All Laws. The Owners agree that they shall comply with all laws
applicable to the work described in this Restrictive Covenant.
9. Waiver. Waiver of a breach or default under this Restrictive Covenant shall not constitute
a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this
Restrictive Covenant.
10. Governing Law and Choice of Forum. This Restrictive Covenant shall be construed and
enforced in accordance with the laws of the State of California. Any suit, claim, or legal proceeding
of any kind related to this Restrictive Covenant shall be filed and heard in a court of competent
jurisdiction in the County of San Luis Obispo.
11. Authority to Enter into Restrictive Covenant. The individuals executing this Restrictive
Covenant represents and warrants that they have the right, power, legal capacity, and authority to
execute this Restrictive Covenant on behalf of the Owner.
12. Effective Date. The effective date of this Restrictive Covenant shall be the date this
covenant is recorded.
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San Luis Ranch – Restrictive Covenant Affecting Real Property (No Build Zone)
(10-26-2018)
IN WITNESS THEREOF Owner has executed this Restrictive Covenant the day and year first
written above.
OWNER:
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
A Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co-Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
By: GGCCB, LLC
A California limited liability company
Its: Co-Manager
By: _____________________________
Gary Grossman
Its Managing Member
[NOTARY ACKNOWLEDGEMENTS ATTACHED.]
Item 3
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1050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310Item 3Packet Pg. 123
1050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310Item 3Packet Pg. 124
1050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310Item 3Packet Pg. 125
1050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310Item 3Packet Pg. 126
SEE SHEET 12SEE SHEET 9SEE SHEET 10SEE SHEET 6SEE SHEET 16SEE SHEET 71050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310TRACT 169SEE SHEET 6TRACT 169SEE SHEET 11Item 3Packet Pg. 127
SEE SHEET 5SEE SHEET 11SEE SHEET 15SEE SHEET 19SEE SHEET 81050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310Item 3Packet Pg. 128
SEE SHEET 81050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310Item 3Packet Pg. 129
SEE SHEET 7SEE SHEET 191050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310SEE SHEET 6Item 3Packet Pg. 130
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1050 Southwood DriveSan Luis Obispo, CA 93401P 805.544.7407 F 805.544.3863JOB#140310Item 3Packet Pg. 148
1
SUBDIVISION AGREEMENT
THIS AGREEMENT is dated this ______ day of ___________201___ by and
between MI SAN LUIS RANCH, LLC, a Delaware limited liability company, herein referred
to as "Subdivider," and the CITY OF SAN LUIS OBISPO, herein referred to as the "City."
RECITALS
REFERENCE IS HEREBY MADE to that certain proposed subdivision of real
property in the City of San Luis Obispo, County of San Luis Obispo, State of California, a
description of which is shown on the Final Map of Tract 3096, City of San Luis Obispo,
California, as approved by the City Council on the ____ day of ___________, 201___.
The Subdivider desires that said Tract 3096 be accepted and approved as a Final
Map pursuant to the Subdivision Regulations of the City of San Luis Obispo (Title 16 of the
San Luis Obispo Municipal Code), and
It is a condition of said regulations that the Subdivider agree to install the
improvements as set forth on the plans therefore.
TERMS AND CONDITIONS:
In consideration of the foregoing, the Subdivider does hereby agree to construct
and install the following subdivision improvements in accordance with said subdivision
regulations, and in accordance with approved plans and specifications on file in the office
of the City Engineer, City of San Luis Obispo, to wit:
1. CURB, GUTTERS AND SIDEWALKS
2. STREET BASE AND SURFACING
3. WATER MAINS and SEWER MAINS, including sewer laterals to the property line
and water services to the curb stop.
4. LANDSCAPING
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5. DRAINAGE STRUCTURES
6. STREET LIGHTS
7. ELECTRIC, GAS, TELEPHONE AND CABLE TELEVISION: In addition to the
inspection and approval of such facilities by the City, each public utility shall be
required to file a letter stating that the developer has properly installed all facilities to
be provided by him, and that the said utility is prepared to provide service to
residents upon request.
8. ANY & ALL OTHER IMPROVEMENTS shown on plans or required by project
approvals.
All of the above facilities shall be installed in the locations designated and to the plans and
specifications on file and approved by said City Engineer.
The lines and grades for all of said improvements shall be established by the
Subdivider in accordance with said approved plans and specifications.
The Subdivider agrees that the work of installing the above improvements shall
begin within thirty (30) days from the date of recording of the final map, and that the work
shall be completed within twelve (12) months of said recording date, unless an extension
has been granted by the City, provided that if completion of said work is delayed by acts of
God or labor disputes resulting in strike action, the Subdivider shall have an additional
period of time equivalent to such period of delay in which to complete such work. Any
extension of time hereunder shall not operate to release the surety on the Improvement
Security filed pursuant to this agreement. In this connection, the surety waives the
provisions of Section 2819 of the Civil Code of the State of California.
No building permits will be issued nor occupancy granted after the expiration date
of the agreement until completion and acceptance of all subdivision improvements unless
specifically approved by the City.
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The Subdivider does also agree to comply with the conditions established by the
City Council and has paid the necessary fees as indicated on the attached Exhibits 1
and 2.
Setting of new survey monuments or resetting of disturbed monuments shall be in
accordance with Article 5, paragraph 8771 et seq., of the Professional Land Surveyors
Act, Chapter 15 of the Business and Professions Code of the State of California.
The Subdivider attaches hereto, as an integral part hereof, and as security for the
performance of this agreement, instrument(s) of credit or bond approved by and in favor of
the City of San Luis Obispo, and conditional upon the faithful performance of this
agreement. Said instrument(s) of credit or bond is/are in the amount(s) shown in Exhibit 2,
which is the amount of the estimated cost of said improvements.
Subdivider agrees to remedy any defects in the improvements arising from faulty
workmanship or materials or defective construction of said improvements occurring within
twelve (12) months after acceptance thereof. In accordance with Sections 66499.7 and
66499.9 of the Government Code of the State of California, upon final completion and
acceptance of the work, City will release all but 10% of the improvement security, that
amount being deemed sufficient to guarantee faithful performance by the Subdivider of his
obligation to remedy any defects in the improvements arising within a period of one year
following the completion and acceptance thereof.
Completion of the work shall be deemed to have occurred on the date which the
City Council shall, by resolution duly passed and adopted, accept said improvements
according to said plans and specifications, and any approved modifications thereto.
Neither periodic nor progress inspections or approvals shall bind the City to accept said
improvements or waive any defects in the same or any breach of this agreement.
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“AS-BUILT” record drawings are to be submitted within four weeks of completion of
construction and prior to City acceptance of the public improvements.
If the Subdivider fails to complete the work within the prescribed time, the
Subdivider agrees that City may, at its option, declare the instrument of credit or bond
which has been posted by Subdivider to guarantee faithful performance, forfeited and
utilize the proceeds to complete said improvements, or city may complete said
improvements and recover the full cost and expense thereof from the Subdivider or his
surety.
The Subdivider has deposited with the City a labor and materials surety or
sureties in the amount of 50% of the above described subdivision improvements in
accordance with State law.
Said Subdivider shall pay an inspection fee for City to inspect the installation of said
subdivision improvements, and to verify that they have been completed in accordance with
the plans and specifications.
If off-site dedication of property is necessary to facilitate the construction of the
required subdivision improvements, the Subdivider and City shall adhere to the
requirements of Section 6.03.1 of the Development Agreement adopted by the City
Council on August 21, 2018 by Ordinance No. 1649 (2018 Series) with regards to
acquiring said off-site dedication.
Title 16 of the San Luis Obispo Municipal Code, entitled "Subdivision," all plans and
specifications on file with said City Engineer as a part of said Subdivision Map, and all
other documents filed with the City by the Subdivider and approved by the City Engineer
are hereby referred to for further particulars in interpreting and defining the obligations of
the Subdivider under this agreement.
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Pursuant to Government Code Section 66474.9(b), the subdivider shall defend,
indemnify and hold harmless the City and/or its agents, officers and employees from any
claim, action or proceeding against the City and/or its agents, officers or employees to
attack, set aside, void or annul, the approval by the City of this subdivision, and all actions
relating thereto, including but not limited to environmental review (“Indemnified Claims”).
The City shall promptly notify the subdivider of any Indemnified Claim upon being
presented with the Indemnified Claim and City shall fully cooperate in the defense against
an Indemnified Claim.
It is understood and agreed by and between the Subdivider and the City hereto that
this agreement shall bind the heirs, executors, administrators, successors and assigns of
the respective Parties to this agreement.
It is agreed that the Subdivider will furnish copies of the successful bidder's contract
unit prices and total bid prices for all of the improvements herein referred to.
[signatures on following page]
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IN WITNESS WHEREOF, this agreement has been executed by:
SUBDIVIDER
MI SAN LUIS RANCH, LLC,
a Delaware limited liability company
By: MI Entitlements IV, LLC
a Delaware limited liability company
Its: Manager
By: Presidio Merced Land IV Passive, LLC
A Delaware limited liability company
Its: Co -Manager
By: ____________________________
Michael M. Sullivan
Its Authorized Representative
By: GGCCB, LLC
A California limited liability company
Its: Co -Manager
By: _____________________________
Gary Grossman
Its Managing Member
CITY OF SAN LUIS OBISPO
MAYOR Heidi Harmon
ATTEST:
CITY CLERK Teresa Purrington
APPROVED AS TO FORM:
CITY ATTORNEY Christine Dietrick
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EXHIBIT 1Error! Bookmark not defined.
TRACT 3096
SUBDIVISION AGREEMENT
1. The Subdivider has deposited a monumentation security in the amount of $45,500 to
guarantee the installation of survey monuments in accordance with the approved map and
payment for same. Said guarantee will be released once the installation of monuments has
been verified and that existing monuments have not been disturbed, and upon receipt by the
City of a letter from the Surveyor indicating that they have completed the work and have
been paid. Subdivider shall adhere to the requirements of California Business and
Professions Code Section 8771 with regards to monument preservation. The monumentation
security also guarantees the replacement of any monuments that were disturbed during
construction, along with filing of Records of Survey or Corner Records required by said
Section 8771.
2. Per Condition #37, Park In-Lieu Fees for the single-family lots shall be paid prior to map
recordation. Credit is available for park improvements that are being constructed with this
project that meet the criteria for eligibility in the City’s Municipal Code. Park in-lieu fees for
the units being constructed on the mu lti-family parcels can be deferred to building permit
issuance. Park In-Lieu fees shall be paid prior to map recordation for the 3.0-acre shortfall.
3. The $438,034 Fair Share Traffic Mitigation Fees (Various Improvements) for Items #2, 13
to 18, 22, and 23 in Table 3 of the San Luis Ranch Financing Plan Table 3 dated June 2018
shall be paid prior to map recordation.
4. The Fair Share Traffic Mitigation Fee (Bob Jones Trail) for Item #21 in Table 3 of the
San Luis Ranch Financing Plan dated June 2018 shall be pa id at building permits. The fee
amount shall be based on the Subdivider’s fair share of this improvement which is 16%
of the total estimated cost of the improvement.
5. The $9,800,000 Fair Share Traffic Mitigation Fees (Prado I nterchange) for Items #4
and 5 in Table 3 of the San Luis Ranch Financing Plan dated June 2018 shall be paid at
time of building permits per Condition #7 and per the schedule established in the Section
5.04.6 of the Development Agreement.
6. Water Impact Fees for irrigation water meters shown on the subdivision improvement plans
shall be paid prior to subdivision improvement plan approval per Condition #77.
7. Capacity Offset Fee for Wastewater is due prior to map recordation per Development
Agreement Section 7.08.
8. Water and sewer impact fees shall be paid at time of building permits per the fee schedule
in effect at time of building permits.
9. The Subdivider has elected to pay a roadway maintenance fee to satisfy Condition #62.
The fee of $_______ was approved by the City Engineer in accordance with City
Engineering Standards and guidelines.
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10. The Subdivider shall assume the financial obligation of the City for the construction and
widening of Froom Ranch Way per the Prefumo Creek Commons Covenant to Install
(Doc. #2010-030948) and shall cause the improvement to be completed.
11. The subdivider shall comply with all requirements of Council Resolution No. 10 822
(2017 Series) approving the tentative map, Council Resolution No. 10927 (2018 Series)
certifying the Final Supplemental Environmental Impact Report, and Ordinance No. 1649
(2018 Series) approving the Development Agreement.
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EXHIBIT 2
TRACT 3096 - FEE AND BOND LIST
1035 MADONNA ROAD
Amount Form Date Received Bond Release Status
Bonds and Guarantees:
On-Site Faithful Performance:
(See Exhibit 3 for graphical location)
Can be released upon City Council acceptance of improvements, deposit of one-year
warranty surety, and approval of record drawings.
1 Site Grading, Drainage, and Detention
(FMAP-0174-2017)
$xxxx xxx xxx
2 Froom Ranch Way (FMAP-0174-2017 $xxxx xxx xxx
3 Dalidio Drive and Madonna Road
(FMAP-0174-2017)
$xxxx xxx xxx
4 Single Family Residential Public
Improvements, Park, Landscaping, and
Creek Restoration (FMAP-0174-2017)
$xxxx xxx xxx
5 Long-Term Mitigation and Monitoring
of Creek Restoration & Butterfly/Heron
Habitat (FMAP-0174-2017)
$xxxx xxx xxx
6 Historical Building Restoration
(BLDG-XXXX-XXXX)
$xxxx xxx xxx
7 Ag Land Restoration
(FMAP-1054-2017)
$xxxx xxx xxx
Off-Site Faithful Performance: Can be released upon Public Works Director acceptance of improvements, deposit of
one-year warranty surety, and approval of record drawings.
8 24” Sewer Trunk Line & Laguna Lift
Station (FMAP-1619-2018)
$xxxx xxx xxx
9 Left-turn Lane at Madonna/101
(FMAP-1416-2018)
$xxxx xxx xxx
10 Right-turn Lane at LOVR/S. Higuera
(FMAP-1414-2018)
$xxxx xxx xxx
11 Madonna Bikeway Perierra to Oceanaire
and Madonna/Oceanaire Intersection
Improvements
(FMAP-1415-2018/FMAP-1919-2018)
$xxxx xxx xxx
12 LOVR/Froom Ranch Intersection
Improvements and Existing Froom
Ranch Widening (FMAP-1543-2018 and
FMAP-1758-2018)
$xxxx xxx xxx
13 LOVR/101 Ramp (Caltrans submittal) $xxxx xxx xxx
14 Madonna Bikeway El Mercado to 101
(FMAP-1617-2018)
$xxxx xxx xxx
15 Right-turn lane at Tank Farm/S. Higuera
(FMAP-????-????) (Avila Ranch)
$xxxx xxx xxx
Labor & Materials (50% of cost of each of
the above improvements)
$xxxx xxx xxx Can be released 90 days after
acceptance of improvements, if no
claims. (Civil Code Section 8412)
Monument Guarantee $45,500 CD or Letter
of Credit
xxx Can be released upon verification
that monuments have been set and
surveyor has been paid.
10% Warranty To be collected prior to release of Faithful
Performance Bonds
Can be released one-year after
acceptance of improvements, if no
defects, and approval of record
drawings.
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Fees:
Map Check Fee $61,287.81 Check 3/9/18
Improvement Plancheck Fee $xxxx xxx xxx
Construction Inspection Fee $xxxx xxx xxx
Roadway Maintenance Fee $xxx xxx xxx To be deposited in Acct #
40050300-90346953 Streets
Reconstruction and Resurfacing
Master per Matt Horn
Parkland In-Lieu Fee
for 3.0-acre shortfall
$xxxx xxx xxx
Park Improvement In-Lieu Fee
for 3.0- acre shortfall
$xxxx xxx xxx
Park In-Lieu Fees for single-family units $xxxx xxx xxx Credit available for park
improvements being constructed
that meet the eligibility criteria
Park In-Lieu Fees for multi-family units To be collected with building permit
Fair Share Traffic Mitigation Fee
(Various Improvements)
$438,034 xxx xxx
Fair Share Traffic Mitigation Fee
(Bob Jones trail)
To be collected with building permit
Fair Share Traffic Mitigation Fee
(Prado Interchange)
$9,800,000 To be collected with building
permit
Water Impact Fees for irrigation meters $xxxx xxx xxx
Capacity Offset Fee for Wastewater $xxxx xxx xxx
Affordable Housing Requirements See Affordable Housing Agreement
Water Impact Fee1 To be collected with building permit
Wastewater Impact Fee1 To be collected with building permit
Transportation Impact Fee1 To be collected with building permit
1 All Impact Fees are adjusted annually (July 1) based on CPI. Credit given for demolished units.
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