HomeMy WebLinkAboutR-10688 - APPROVING A FIRST AMENDMENT OF PURCHASE AND SALE-PALM DEVELOPMENT SITE, AUTHORIZING THE SALE OF CITY PROPERTY AND AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE CLOSING DOCUMENTSRESOLUTION NO. 10688 (2016 Series)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS
OBISPO, CALIFORNIA, APPROVING A FIRST AMENDMENT OF
PURCHASE AND SALE -PALM DEVELOPMENT SITE, AUTHORIZING
THE SALE OF CITY PROPERTY AND AUTHORIZING THE MAYOR
OR CITY MANAGER TO EXECUTE CLOSING DOCUMENTS
WHEREAS, the City entered into an Agreement of Purchase and Sale -Palm
Development Site with SLO Chinatown LLC, a California limited liability company, which
agreement was approved by the Council on December 13, 2011, and dated December 19, 2011
(the "Agreement ") ; and
WHEREAS , the Agreement authorized the sale of City owned property between Morro
and Chorro Streets and Monterey and Palm Streets to SLO Chinatown LLC upon certain terms
and conditions; and
WHEREAS, SLO Chinatown LLC has requested amendment of certain terms and
conditions in order to expedite development of the property, including assignment to Hotel SLO
LLC, a California limited liability company and Sutter Tustin SLO LLC, a California limited
liability company; and
WHEREAS, amendment of the Agreement to expedite the sale and development of the
property supports the City's planning goals for development of the downtown area and is in the
City's best interest.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis
Obispo as follows:
SECTION 1. The First Amendment to the Agreement of Purchase and Sale -Palm
Development Site, a copy of which is attached as Exhibit "l ", (the "First Amendment ") is hereby
approved and the City Manager is authorized to execute the same.
SECTION 2. Upon satisfaction of all the terms and conditions of the Agreement, as
amended by the First Amendment, the City is authorized to sell the property legally described in
Exhibit "B ", attached to the First Amendment.
SECTION 3. The Mayor or the City Manager is authorized to execute all escrow
instructions and other closing documents necessary to complete the transaction; provided, the
Mayor, or Vice -Mayor in her absence, shall execute the grant deed on behalf of the City. The
City Attorney is authorized to make any and all non - substantive changes to correct or conform
documents or to facilitate the transaction.
R 10688
Resolution No. 10688 (2016 Series)
Page 2
Upon motion of Council Member Christianson, seconded by Council Member Rivoire,
and on the following roll call vote:
AYES: Council Members Christianson and Rivoire,
Vice Mayor Carpenter and Mayor Marx
NOES: None
ABSENT: None
ABSTAINED: Council Member Ashbaugh
The foregoing resolution was adopted this 19th day of January, 2016.
(a /-�
May Ja Marx
ATTEST:
' Lkcc 9. Z�2'�A
Traci R. McGinley, MMC
City Clerk
VED AS
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 o 5 x161
f
,.
Traci R. McGinley, M MCA,•' ~
City Clerk
Resolution No. 10688 (2016 Series)
EXHIBIT 1
FIRST AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
Palm Development Site
Page 3
This First Amendment to Agreement ( "Amendment ") is made and entered into as of January 19,
2016, by and between SLO CHINATOWN, LLC, a California limited liability company ( "Copelands "),
HOTEL SLO, LLC, a California limited liability company ( "Hotel LLC ") and Sutter Tustin SLO, LLC ,a
California limited liability company ( "ST SLO "; and collectively with Hotel LLC, "Hotel Developer "), and the
CITY OF SAN LUIS OBISPO, a municipal corporation and charter city ( "City "), with respect to that certain
Agreement of Purchase and Sale — Palm Development Site, dated as of December 19, 2011 (the
"Agreement "), by and between the Copelands and the City. City, Hotel Developer, and Copelands are
each a "Party" hereto, and are sometimes collectively referred to as "Parties ". Capitalized terms not
otherwise defined herein shall have the same meaning as in the Agreement.
RECITALS
A. Copelands has requested City consent to the assignment of the Agreement because the
assignment, in the absence of City's consent, would violate the Agreement, would be null and void and
would confer no right or benefit upon Hotel Developer or any other party.
B. In connection with the proposed Assignment, Copelands and Hotel Developer have
requested that certain terms of the Agreement be amended to expedite the start and subsequent
completion of the planned hotel project.
C. In consideration of the representations, warranties and covenants herein made by
Copelands and Hotel Developer in favor of the City, the City is willing to consent to the proposed
assignment to Hotel Developer, and to amend the Agreement, pursuant to the provisions and subject to
the limitations set forth in this Agreement.
Now therefore, the parties agree as follows:
AGREEMENT
1. Effective Date of Assignment. The assignment of Copelands' interest in the Agreement
to Hotel Developer, and the assumption thereof by Hotel Developer, shall take effect on or before January
19, 2016 (the "Effective Date ").
Assignment and Assumption.
2.01 Assignment. As of the Effective Date, Copelands as assignor assigns all of its
rights under the Agreement to Hotel Developer.
2.02 Assumption. As of the Effective Date, Hotel Developer accepts the assignment
from Copelands and assumes, in favor of each of Copelands and the City, all obligations under the
Agreement, which obligations Hotel Developer hereby covenants to perform fully and timely.
3. Consent. As of the Effective Date and provided that the representations and warranties
made in Section 5 of this Amendment shall be true and correct as of the Effective Date, the City hereby
consents to the foregoing assignment from Copelands to Hotel Developer and accepts Hotel Developer
as the purchaser under the Agreement.
4. No Implied Consent or Waiver. The City's consent to the assignment of the Agreement
from Copelands to Hotel Developer is specifically limited to this assignment in particular on all the terms
set forth in this Amendment. The City has granted this consent upon the understanding and agreement
Resolution No. 10688 (2016 Series)
EXHIBIT 1
Page 4
of Copelands and Hotel Developer, which understanding and agreement Copelands and Hotel Developer
hereby ratify and confirm, that the City's consent to this assignment: (a) is not a consent to any future
assignment of the Agreement; and (b) shall in no way diminish or waive the City's right, as set forth in the
Agreement, to restrict any subsequently proposed assignment or other transfer of the rights under the
Agreement.
5. Representations and Warranties by Copelands and Hotel Developer.
5.01 Representations and Warranties of Copelands. Copelands makes the following
representations and warranties to City:
(a) Copelands is a California limited liability company duly organized and validly
existing under the laws of the State of California, and is qualified to do business in the State of
California.
(b) Copelands has the right, power and authority to enter into this Amendment and
to perform its obligations hereunder, and the person(s) executing this Amendment on behalf of
Copelands have the right, power and authority to do so.
(c) This Amendment constitutes the legal, valid and binding obligation of Copelands
enforceable against Copelands in accordance with its terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other
principles relating to or limiting the rights of contracting parties generally. Neither this
Amendment nor the consummation of any of the transactions contemplated hereby violates or
shall violate any provision of any agreement or document to which Copelands is a party or to
which Copelands is bound.
(d) Copelands is not bankrupt or insolvent under any applicable Federal or state
standard. Copelands has not filed for protection or relief under any applicable bankruptcy or
creditor protection statute. Copelands has not been threatened by creditors with an involuntary
application of any applicable bankruptcy or creditor protection statute. Copelands is not entering
into the transactions described in this Amendment with an intent to defraud any creditor or to
prefer the rights of one creditor over any other. City and Copelands have negotiated this
Amendment at arms - length and the consideration to be paid represents fair value for the assets
to be transferred.
All representations and warranties of Copelands in this Amendment are made as of the date of
this Amendment, and shall survive the Closing and the recordation of the Grant Deed.
5.02 Representations and Warranties of Hotel Develo er. Hotel LLC and ST SLO
each make the following representations and warranties to City:
(a) Hotel LLC and ST SLO are each a California limited liability company duly
organized and validly existing under the laws of the State of California, and each is qualified to do
business in the State of California.
(b) Hotel LLC and ST SLO each have the right, power and authority to enter into this
Amendment and to perform its obligations hereunder, and the person(s) executing this
Amendment on behalf of Hotel LLC and ST SLO each have the right, power and authority to do
so.
(c) This Amendment constitutes the legal, valid and binding obligation of Hotel LLC
and ST SLO enforceable against each of them in accordance with its terms, except to the extent
that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and
other principles relating to or limiting the rights of contracting parties generally. Neither this
Resolution No. 10688 (2016 Series)
EXHIBIT 1
Page 5
Amendment nor the consummation of any of the transactions contemplated hereby violates or
shall violate any provision of any agreement or document to which Hotel LLC or ST SLO is a
party or to which Hotel LLC or ST SLO is bound. No consent from any third party is required
before the Palm Development Site may be purchased by Hotel Developer.
(d) Neither Hotel LLC nor ST SLO is bankrupt or insolvent under any applicable
Federal or state standard. Neither Hotel LLC nor ST SLO have filed for protection or relief under
any applicable bankruptcy or creditor protection statute. Neither Hotel LLC nor ST SLO have
been threatened by creditors with an involuntary application of any applicable bankruptcy or
creditor protection statute. Neither Hotel LLC nor ST SLO is entering into the transactions
described in this Amendment with an intent to defraud any creditor or to prefer the rights of one
creditor over any other. City and Hotel Developer have negotiated this Amendment at arms -
length and the consideration to be paid represents fair value for the assets to be transferred.
All representations and warranties of Hotel Developer in this Amendment are made as of the date
of this Amendment and as of the Closing, and shall survive the Closing and the recordation of the Grant
Deed. It shall be a material default if Hotel Developer is unable to make such representations and
warranties truthfully as of the Closing Date.
6. Amendments to Agreement. As of the Effective Date, the Agreement is amended as
follows
6.01 Purchaser. All references in the Agreement to Copelands shall be understood to
mean Hotel Developer. Notwithstanding the foregoing, all references in this Amendment to Copelands
shall continue to mean SLO Chinatown, LLC, a California limited liability company.
6.02 Conditions to _Closing. Section 4.02(c). Construction on Palm Development Site:
Section 4.02(c) of the Agreement is hereby deleted in its entirety and shall be replaced as follows:
(c) Construction on Palm Development Site. Hotel Developer shall have
provided evidence reasonably satisfactory to the City that it is prepared to commence
construction on the Palm Development Site in accordance with San Luis Obispo City
Council Resolution No. 10128 (2009 Series), adopted November 17, 2009, and in
conformity with the 2009 EIR (including without limitation the reuse of the Shanghai Low
Restaurant sign), or as such entitlements subsequently may be modified and approved
by the City in the normal exercise of its development review authority following request
therefor by Hotel Developer or its predecessors in interest (the "Project ") as follows:
(i) Hotel Developer has obtained such demolition and grading permits for
Project as may be reasonably needed to prepare for construction of the Project (the
"Demolition Permit ") and the Demolition Permit has not expired;
(ii) Hotel Developer shall have submitted evidence to the City's reasonable
satisfaction demonstrating sufficient financial resources, from construction lenders and
from equity funds and investors as may be necessary, to complete the construction and
equipping of the Project in accordance with a budget prepared by Hotel Developer;
(iii) Hotel Developer shall have submitted evidence to the City's reasonable
satisfaction that Hotel Developer has entered into construction contracts for the Project
evidencing that the work of construction can be completed within the budget; and
(iv) Hotel Developer has submitted evidence to the City that a binding
contract has been entered into, or is not appropriate, between Hotel Developer and an
operator of the completed Project.
Resolution No. 10688 (2016 Series)
EXHIBIT 1 Page 6
(v) The Closing on the Palm Development Site is conditioned on closing
concurrently with the closing of the construction loan from the construction lender
referenced in subsection (ii) above;
(vi) Hotel Developer has provided security in the amount of $1,000,000 to City to
ensure diligent progress in construction of the Project, which shall be available for restoration of
the Palm Development Site if Hotel Developer fails to diligently commence and pursue
construction. The security shall be forfeited to City, (a) if Hotel Developer does not obtain all
building permits for the Palm Development Site and commence construction within twelve (12)
months of the Closing Date, and (b) if Hotel Developer does not diligently pursue construction;
provided, City shall release three - fourths of the security when all building permits are issued, and
the remaining one -fourth when the foundation is signed off by the City.
6.03 Conditions to Closing. Section 4.02(4). Construction on Monterey Parcels:
Section 4.02(d) of the Agreement is hereby deleted in its entirety and shall be replaced as follows:
(d) Construction on Monterey Parcels. Significant progress on the construction
of the Monterey Improvements on the Monterey Real Property has been made and
Copelands is diligently pursuing completion thereof.
6.04 Early Termination, Section 4.08. Early Termination: Section 4.08 of the
Agreement is hereby deleted in its entirety and not replaced.
6.05 Post Closing obligations. Section 7.41. Limitations and Restrictions on the Use
of Palm Development Site' Reverter. Section 7.01 of the Agreement is hereby deleted in its entirety and
shall be replaced as follows:
After the Closing, Hotel Developer agrees to promptly commence construction on
the Project and to diligently pursue such construction to completion thereafter in
accordance with the Demolition Permit and the construction Permits (collectively, the
"Permits ").The parties agree, and the Grant Deed shall contain property restrictions and
conditions, in a form acceptable to the City Attorney and in substantively the same form
as Exhibit F -1 attached hereto (the "Property Restrictions "). The Property Restrictions
shall reflect, that until Substantial Completion(as defined below) of the Project in
accordance with the Permits: (i) the use of the Palm Development Site shall be limited
and restricted to the construction of the Project in accordance with the Permits; (ii) Hotel
Developer shall not encumber the Palm Development Site except as security for
construction loans to finance the construction of the Project: and (iii) the City has the
right of reverter and a power of termination (Civil Code section 885.010) to cause the title
of Hotel Developer to the Palm Development Site to terminate and to revert to the City
under the conditions set forth in the next sentence. The Grant Deed or other document
shall reflect that City may exercise its right of reverter and power of termination described
above (a) if Hotel Developer does not obtain all of the Permits required to construct the
Project within twelve (12) months of the Closing Date and (b)if Hotel Developer does not
commence work on the Project in accordance with any of the Permits within six (6)
months of the Closing Date; or (c) if construction is commenced but construction is not
diligently pursued by Hotel Developer to Substantial Completion within twenty -four (24)
months of the Closing Date, or within such additional period of time to which the City may
consent in writing upon demonstration by Hotel Developer of diligence and good cause,
including time diligently spent in archaeological review and remediation, such consent not
to be unreasonably withheld. "Substantial Completion" shall be deemed to have occurred
when the Project is complete in accordance with the construction contract the Permits
and Project approvals, including the exterior shell(s) roofed, exterior windows and doors
installed, final exterior siding /stucco with finishes applied, all public improvements
including, but not limited to, sidewalks, relocated parking and driveways, required by the
Permits or Project approvals, have been accepted by the City or other applicable public
Resolution No. 10688 (2016 Series)
EXHIBIT 1
entity, and all debris, construction fencing ,materials or equipment that encroach in the
right of way removed. Substantial Completion does not include, and excepts, interior
improvements, a final punch list of construction items related to the above work and a
final issuance of a Certificate of Occupancy.
If the City exercises its power of termination and right of reverter, in return for
waiving its right to recover attorneys' fees and costs incurred in the exercise of such
power and right, as set forth in the Grant Deed, City shall not be required to repay the
Purchase Price, the Palm Parking Mitigation Payment, or any other sums expended or
incurred by Hotel Developer or any other person or entity in connection with Hotel
Developer's purchase or development of the Palm Development Site. In the event the
City, being entitled to do so, causes the title to the Palm Development Site to revert to the
City, the City shall be entitled permanently to retain title to the Palm Development Site,
including but not limited to 861/863 Palm Parcel and shall have no obligation to offer,
return or to sell title to the Palm Development Site to Hotel Developer, any co- tenant or
any other person or entity.
Upon the timely substantial completion of the Project in accordance with the
Permits, the City shall execute and deliver to Hotel Developer a Certificate of Completion
in substantially the form attached hereto as Exhibit F -2, which shall acknowledge that the
deed restriction and any right of reverter in favor of the City have terminated.
Page 7
6.06 Assignment, Section 11.11. Successors and Assigns: The following subsection
(d) shall be added to Section 11.11 of the Agreement and thereafter, shall collectively be referred to,
along with subsections (a), (b) and (c), as "Permitted Assignments ":
(d) The assignment of the Agreement to Hotel Developer as provided herein in
which: (i)the Copelands have no less than a 13.3% equity interest in the Project ; and (ii)
Hotel LLC will have at least a 75% majority and controlling interest in the Project; and (iii)
Hotel LLC is the manager of the project and the managers of Hotel LLC are Metrovation
LLC, a California Limited Liability Company and Piazza Hotel Management LLC, a
California Limited Liability Company; and (iv) the Copelands continue to provide
construction and pre- opening management services, including without limitation working
as the primary liaison with the City, and the Copelands deliver to the City satisfactory
evidence of such ownership and management.
6.07 Attachment of Exhibit B — Legal Description
A copy of the legal description for the Palm Development Site is attached as Exhibit "B"
and incorporated by this reference.
6.08 Effect of Amendment. Any and all terms and provisions of the Agreement are
hereby modified wherever necessary, and even though the same may not be specifically
addressed herein, so as to conform to the amendment(s) set forth in the preceding paragraph(s)
hereof.
7. Address for Notices to Hotel Developer.
If to Hotel SLO, LLC:
Metrovation, LLC its Manager
580 Second Street, Suite 260
Oakland, CA 94607
With a copy to:
Resolution No. 10688 (2016 Series)
EXHIBIT 1
Delphi CRE Funding LLC
c/o ACORE Capital Mortgage, LP
80 E. Sir Francis Drake Blvd., Suite 2A
Larkspur, CA 94939
Attn: Stew Ward, Managing Partner
If to Sutter Tustin SLO, LLC:
Louis Lipset, its Manager
2590 Pacific Avenue
San Francisco, CA 94115
With a copy to:
Steven D. Seiler
Seiler Epstein Ziegler & Applegate, LLP
601 Montgomery Street, Suite 2000
San Francisco, CA 94111
With a copy to:
Delphi CRE Funding LLC
c/o ACORE Capital Mortgage, LP
80 E. Sir Francis Drake Blvd., Suite 2A
Larkspur, CA 94939
Attn: Stew Ward, Managing Partner
8. Miscellaneous.
Page 8
Authorization. The person executing this Amendment on behalf of Copelands and Hotel
Developer hereby warrant and represent to City that all necessary legal prerequisites to that party's
execution of this Amendment have been satisfied and that he or she is fully authorized to do so and to
bind the party of whose behalf he or she signs. The person executing this Amendment on behalf of City
claims to do so to the extent the authority to do so has been duly delegated to that person by the City
Council of the City in accordance with applicable law.
Counterparts. A counterpart of this Amendment with separate but fully executed signature pages
attached thereto shall have the full force and effect of an original executed instrument.
[signature blocks begin on next page]
Resolution No. 10688 (2016 Series)
EXHIBIT 1
Page 9
This Amendment is executed by the parties as of the date first written above.
SLO CHINATOWN, LLC,
a California limited liability company
By:
James C. Copeland
Its: Manager
HOTEL SLO, LLC,
a California limited liability company
By: Metrovation, LLC, a California limited liability company,
its Manager
Mark Seiler, Manager
By: Piazza Hotel Management, LLC, a California limited
liability company, its Manager
Paolo Patrone, Manager
SUTTER TUSTIN SLO, LLC,
a California limited liability company
By: Sutter Tustin, a California limited liability company, its
Manager
By: Louis Lipset
CITY OF SAN LUIS OBISPO,
a municipal corporation and Charter City
By:
Katie Lichtig, City Manager
Approved as to Form:
By:
City Attorney
Resolution No. 10688 (2016 Series) Exhibit B
to
EXHIBIT 1
Palm Development Site PSA Page 10
LEGAL DESCRIPTION
Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California,
described as follows:
PARCEL ONE
THAT PORTION OF BLOCK 14 OF THE MAP OF THE TOWN OF SAN LUIS OBISPO, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
MAP FILED FOR RECORD MAY 01, 1878, IN BOOK A, PAGE 168, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY LINE OF MONTEREY STREET, IN SAID CITY,
DISTANT THEREON, NORTH 54° 06' EAST, 109.31 FEET FROM THE NORTHEASTERLY CORNER
OF CHORRO AND MONTEREY STREET, THENCE NORTH 35° 54' WEST, 80.00 FEET TO A POINT;
THENCE NORTH 540 06' EAST 12.67 FEET TO A POINT; THENCE NORTH 351 54' WEST, 34.17
FEET TO A POINT; THENCE NORTH 330 02' WEST, 148.54 FEET TO A POINT; THENCE NORTH
360 22' WEST, 86.50 FEET TO A POINT ON THE SOUTHERLY LINE OF PALM STREET AS SHOWN
ON SAID MAP; THENCE ALONG SAID SOUTHERLY LINE NORTH 530 38' EAST, 12.00 FEET TO A
POINT; THENCE SOUTH 360 22' EAST, 70.25 FEET TO A POINT; THENCE SOUTH 810 22' EAST,
8.13 FEET TO A POINT; THENCE NORTH 530 38' EAST 36.75 FEET TO A POINT; THENCE NORTH
8° 38' EAST, 8.13 FEET TO A POINT; THENCE NORTH 361 22' WEST, 12.75 FEET TO A POINT;
THENCE NORTH 500 13' EAST, 38.16 FEET TO A POINT; THENCE SOUTH 351 54' EAST, 148.56
FEET TO A POINT; THENCE SOUTH 541 06' WEST, 45.75 FEET TO A POINT; THENCE SOUTH 351
54' EAST, 146.00 FEET TO A POINT ON THE NORTHERLY LINE OF SAID MONTEREY STREET,
THENCE ALONG SAID LINE SOUTH 540 06' WEST, 72.44 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED TO SLO
CHINATOWN, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, RECORDED JULY 31, 2012, IN
INSTRUMENT NO. 2012042357, OF OFFICIAL RECORDS.
PARCEL TWO:
THAT PORTION OF BLOCK 14 OF THE MAP OF THE TOWN OF SAN LUIS OBISPO, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
MAP FILED FOR RECORD MAY 01, 1878, IN BOOK A, PAGE 168, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY LINE OF MONTEREY STREET, IN SAID CITY,
DISTANT NORTH 540 6' EAST, 227 FEET 6 INCHES FROM THE NORTHEASTERLY CORNER OF
CHORRO AND MONTEREY STREETS; THENCE RUNNING NORTH 540 6' EAST ALONG SAID
NORTHERLY LINE OF MONTEREY STREET, 52 FEET AND 6 INCHES TO THE SOUTHWESTERLY
CORNER OF THE LOT FORMERLY OWNED BY MRS. N. E. CALL; THENCE NORTH 331 22' WEST
ALONG THE WESTERLY LINE OF SAID LOT OF MRS. N. E. CALL, 351 FEET TO THE SOUTHERLY
LINE OF PALM STREET; THENCE SOUTH 530 38' WEST ALONG SAID SOUTHERLY LINE OF PALM
STREET, 107 FEET TO THE NORTHWESTERLY CORNER OF THE LOT FORMERLY OWNED BY B.
BRIZZOLARA; THENCE SOUTH 360 22' EAST ALONG THE WESTERLY LINE OF SAID BRIZZOLARA
LOT, 56.36 FEET TO A POINT; THENCE NORTH 530 38' EAST AND PARALLEL WITH THE
SOUTHERLY LINE OF PALM STREET, 38.08 FEET TO THE EASTERLY LINE OF A LOT CONVEYED
BY NATHAN AND ISSAC GOLDTREE TO W. J. OAKS, BY DEED DATED AUGUST 21, 1882 AND
RECORDED IN BOOK 0, PAGE 431 OF DEEDS AND FOLLOWING; THENCE SOUTH 350 54' EAST
ALONG THE EASTERLY LINE OF SAID OAKS LOT, 296 FEET TO THE NORTHERLY LINE OF
MONTEREY STREET AND THE POINT OF BEGINNING.
First American Tit /e Insurance Company
Resolution No. 10688 (2016 Series) Exhibit B
to
EXHIBIT 1 Palm Development Site PSA Page 11
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED TO SLO
CHINATOWN, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, RECORDED JULY 31, 2012, IN
INSTRUMENT NO. 2012042357, OF OFFICIAL RECORDS.
PARCEL THREE:
THAT PORTION OF LOTS 2 AND 3 OF THE MAP OF THE SUBDIVISION OF PART OF BLOCKS 14 &
18, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA,
ACCORDING TO MAP RECORDED IN BOOK 1, PAGE 43 OF RECORD OF SURVEYS, DESCRIBED AS
A WHOLE AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 OF SAID BLOCK; THENCE SOUTH
530 38' WEST ALONG THE NORTHWESTERLY LINE OF LOTS 1 AND 2, 89.65 FEET TO THE TRUE
POINT OF BEGINNING; WHICH POINT BEARS NORTH 530 38' EAST, 0.35 FEET FROM THE MOST
WESTERLY CORNER OF SAID LOT 2; THENCE SOUTH 330 23'50" EAST, 100.1 FEET TO A POINT
IN THE SOUTHEASTERLY LINE OF SAID LOT 3, SAID POINT BEING NORTH 530 38' EAST, 0.56
FEET FROM THE MOST SOUTHERLY CORNER OF SAID LOT 3; THENCE SOUTH 530 38' WEST
ALONG THE SOUTHEASTERLY LINE OF SAID LOT 3, 0.56 FEET TO THE MOST SOUTHERLY
CORNER OF SAID LOT; THENCE NORTH 330 16'30" WEST ALONG THE SOUTHWESTERLY LINE
OF SAID LOTS 3 AND 2, 100.14 FEET TO THE MOST WESTERLY CORNER OF SAID LOT 2;
THENCE NORTH 530 38' EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 2, 0.35 FEET
TO THE TRUE POINT OF BEGINNING.
PARCEL FOUR:
LOTS 4 AND 10 OF THE MAP OF THE SUBDIVISION OF PART OF BLOCKS 14 & 18, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
THE MAP THEREOF FILED IN BOOK 1, PAGE 43 OF RECORD OF SURVEYS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
PARCEL FIVE:
INTENTIONALLY DELETED
PARCEL SIX:
LOTS 1, 2 AND 3 OF THE MAP OF THE SUBDIVISION OF PART OF BLOCKS 14 & 18, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
THE MAP THEREOF FILED IN BOOK 1, PAGE 43 OF RECORD OF SURVEYS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED TO C. A. MAINO,
ET UX, RECORDED APRIL 07, 1953 IN BOOK 704, PAGE 439 OF OFFICIAL RECORDS.
PARCEL 7:
ALL THAT PART OF BLOCK 14 OF THE CITY OF SAN LUIS OBISPO, IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED MAY 01, 1878 IN BOOK
A, PAGE 168 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID BLOCK, DISTANT THEREON
NORTH 53° 38' EAST, 143.33 FEET FROM THE MOST WESTERLY CORNER OF SAID BLOCK, SAID
POINT BEING THE MOST NORTHERLY CORNER OF THE PROPERTY CONVEYED TO FERDINANDO
First American Title Insurance Company
Resolution No. 10688 (2016 Series) Exhibit B
to
EXHIBIT 1 Palm Development Site PSA
ge 12
CHIESA BY DEED DATED JULY 01, 1912 IN BOOK 93, PAGE 136 OF DEEDS;
THENCE SOUTH 360 22' EAST, 70.25 FEET TO THE MOST WESTERLY CORNER OF THE
PROPERTY CONVEYED TO SERAFINO J. MARTINELLI AND CARMEL MARTINELLI BY DEED
DATED FEBRUARY 08, 1966 AND RECORDED APRIL 01, 1966 IN BOOK 1391, PAGE 479 OF
OFFICIAL RECORDS;
THENCE SOUTH 810 22' EAST, 8.13 FEET TO A POINT;
THENCE NORTH 530 38' EAST, 36.75 FEET TO A POINT;
THENCE NORTH 80 38' EAST, 8.13 FEET TO A POINT;
THENCE NORTH 360 22' WEST, 70.25 FEET TO THE SOUTHERLY LINE OF PALM STREET;
THENCE ALONG THE SOUTHERLY LINE OF PALM STREET SOUTH 530 38' WEST, 48.25 FEET TO
THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED WITHIN THE PRESENT LINES OF
PALM STREET.
APN(S): 002 - 416 -031, 002 - 416 -035 and 002 - 416 -038 (new # 002 - 416 -040)
First American Tit /e Insurance Company
Resolution No. 10688 (2016 Series)
Exhibit F -1
EXHIBIT 1 to Palm Development PSA Page 13
When recorded return to:
Steven D. Seiler, Esq.
Seiler Epstein Ziegler & Applegate LLP
601 Montgomery Street, Suite 2000
San Francisco, CA 94111
GRANT DEED
For valuable consideration, the receipt of which is hereby acknowledged,
Grant
CITY OF SAN LUIS OBISPO, a municipal corporation and a chartered city organized and existing
under the Constitution of the State of California ( "Grantor "), hereby grants to HOTEL SLO, LLC, a
California limited liability company, as to a 79.2% undivided interest, and SUTTER TUSTIN SLO,
LLC, a California limited liability company, as to a 20.8% undivided interest, as tenants -in- common
(collectively, the "Grantee "), certain real property (herein called "Palm Development Site ")
specifically described on the attached Exhibit A incorporated herein by this reference, on the terms
and conditions set forth herein.
The Palm Development Site is conveyed to carry out the public purposes of that certain Agreement of
Purchase and Sale —Palm Development Site (as amended, the "Agreement "), a public document in
the records of the Clerk of City of San Luis Obispo, dated December 19, 2011, which was amended
by that certain First Amendment to Agreement of Purchase and Sale -- Palm Developments Site,
dated as of January _, 2016. The Agreement was approved by the City Council of the City of San
Luis Obispo on December 13, 2011.
Palm Development Site Restrictions and Conditions
Until the Project (as that term is defined in the Agreement has been substantially completed in the
time and manner required by the Agreement or as otherwise provided herein, the terms set forth in
this paragraph and the following paragraphs numbered 1 through 8 (hereinafter, the "Palm
Development Site Restrictions ") shall govern the ownership and use of the Palm Development Site.
Grantor, upon request of the owner of the Palm Development Site and submission to Grantor of
evidence reasonably satisfactory to Grantor that the Project has been substantially completed in
accordance with the Agreement, shall deliver the Certificate of Completion in substantially the form
attached hereto as Exhibit B (the "Certificate of Completion "), which is suitable for recordation in
the Official Records and the terms of these Palm Development Site Restrictions shall automatically
cease and terminate.
Grantor and Grantee agree as follows:
Resolution No. 10688 (2016 Series)
Exhibit F -1
EXHIBIT 1 to Palm Development PSA Page 14
1. Prior to the date Grantor is required to issue the Certificate of Completion, Grantee
hereby covenants for itself, its successors, its assigns and every successor in interest to the Palm
Development Site or any part thereof that:
a. The Palm Development Site shall not be used for any purpose other than the
construction, development and operation of the Project;
b. Grantee shall commence construction of the Project as required by the Agreement and
shall diligently pursue such construction to completion thereafter as required by the Agreement. The
Grantee shall be deemed to be in default: (a) if Grantee does not obtain all of the permits required to
construct the Project within twelve (12) months of the Closing Date and (b)if Grantee does not
commence work on the Project in accordance with any of the Permits (as that term is defined in the
Agreement) within six (6) months of the Closing Date; or (c) if construction is commenced but
construction is not diligently pursued by Grantee to Substantial Completion (defined below) within
twenty -four (24) months of the Closing Date, or within such additional period of time to which the
City may consent in writing upon demonstration by Grantee of diligence and good cause, including
time diligently spent in archaeological review and remediation, such consent not to be unreasonably
withheld. "Substantial Completion' shall be deemed to have occurred when the Project is complete in
accordance with the construction contract the Permits and Project approvals, including the exterior
shell(s) roofed, exterior windows and doors installed, final exterior siding/stucco with finishes
applied, all public improvements including, but not limited to, sidewalks, relocated parking and
driveways, required by the Permits or Project approvals, have been accepted by the City or other
applicable public entity, and all debris, construction fencing ,materials or equipment that encroach in
the right of way removed. Substantial Completion does not include, and excepts, interior
improvements, a final punch list of construction items related to the above work and a final issuance
of a Certificate of Occupancy.
C. Grantee shall have no power to make, and shall not make or attempt to make, any total
or partial sale, transfer, conveyance, encumbrance, lease or assignment of the Palm Development Site
or any part thereof without the prior written consent of Grantor, except for (i) any mortgage, deed of
trust, sale and leaseback or other form of conveyance or encumbrance for financing, including
without limitation the lien created by that certain Deed of Trust, Assignment of Leases and Rents,
Security Agreement, and Fixture Filing dated as of January [___], 2016 and recorded on or about the
date hereof ( "Deed of Trust ") by Grantee for the benefit of Delphi CRE Funding LLC, a Delaware
limited liability company (together with its successors and assigns, the "Lender ") together with any
other deed of trust or mortgage (collectively, "Mortgage "), for the purpose of securing loans whose
proceeds shall only be used for financing the direct and indirect costs (including, without limitation,
financing costs, tenant improvement allowances, interest and commissions) of designing,
constructing and developing the Project, (ii) the sale or conveyance of the Palm Development Site or
any portion thereof pursuant to the exercise of its remedies by Lender or another lender under a
Mortgage (each, a "Mortgage Lender ") under the relevant loan documents or a deed given in lieu of
the exercise of such remedies; (iii) the conveyance or dedication of any portion of the Palm
Development Site to the City, or other appropriate governmental City or municipal corporation; (iv)
the granting of easements or permits to facilitate the construction, development or operation of the
Project, including without limitation, utility easements; and (v) the leasing of space in the ordinary
course of business in the Project for occupancy by retail, restaurant, office or other commercial
Resolution No. 10688 (2016 Series)
Exhibit F -1
EXHIBIT 1 to Palm Development PSA Page 15
businesses following completion of the Project.. In the absence of specific written agreement by
Grantor, no such unauthorized sale, transfer, conveyance or assignment of the Palm Development
Site shall be deemed to relieve Grantee or any other party from any obligations under these Palm
Development Site Restrictions;
d. Grantee shall not place or suffer to remain undischarged on the Palm Development
Site for more than sixty (60) days after notice from Grantor any lien or encumbrance other than a
Mortgage unless such lien or encumbrance, or the amount thereof, is being contested in good faith by
appropriate proceedings diligently conducted;
e. Grantee shall pay prior to delinquency all real property taxes and assessments
assessed and levied on or against the Palm Development Site subsequent to the conveyance of the
Palm Development Site to Grantee by Grantor unless such tax or assessment is being contested in
good faith by appropriate proceedings diligently conducted;
f. Grantee shall remove, or shall have removed, any levy or attachment made on the
Palm Development Site, or shall assure the satisfaction thereof within a reasonable time but in any
event prior to a sale thereunder unless such levy or attachment, or the amount thereof, is being
contested in good faith by appropriate proceedings diligently conducted;
g. If Grantee shall fail perform or observe any term or covenant in any loan document or
other obligation secured by the Mortgage, Grantee shall cure such failure within sixty (60) days after
notice thereof to Grantee from the Mortgage Lender;
h. Grantee, its successors and assigns, and any successor -in- interest to the Palm
Development Site shall hold the Palm Development Site as one parcel and shall not subdivide the
Palm Development Site without the prior written consent of Grantor; and
i. Grantee shall cure any violation of the provisions of this paragraph 1 within 60 days
after the date of receipt of written notice of such violation by Grantor to Grantee, or, if such violation
is of a nature that it cannot be cured within 60 days, then Grantee shall have commenced to cure such
violation within 60 days after the date of receipt of written notice of such violation and shall diligently
continue to act to cure such violation. Grantor shall provide Mortgage Lender with notice of the
breach or default by Grantee hereunder (the "Default Notice "). After Mortgage Lender receives a
Default Notice, Mortgage Lender shall have a period of thirty (30) days beyond the time available to
Grantee hereunder or the Agreement (whichever is longer) in which to cure the breach or default by
Grantee. Mortgage Lender shall have no obligation to cure (and shall have no liability or obligation
for not curing) any breach or default by Grantee, except to the extent that Mortgage Lender agrees or
undertakes otherwise in writing. In addition, as to any breach or default by Mortgage Lender the cure
of which requires possession and control of the Palm Development Site, Mortgage Lender's cure
period shall continue for such additional time as Mortgage Lender may reasonably require to either:
(i) obtain possession and control of the Palm Development Site with due diligence and thereafter cure
the breach or default with reasonable diligence and continuity; or (ii) obtain the appointment of a
receiver and give such receiver a reasonable period of time in which to cure the default. The
foregoing shall not be construed to limit or modify Section 5 below.
Resolution No. 10688 (2016 Series) Exhibit F -1
EXHIBIT 1 to Palm Development PSA Page 16
2. Prior to the date Grantor is required to issue the Certificate of Completion and subject
to the Deed of Trust, Grantor hereby reserves and shall retain for exercise at its option, the additional
right and power of termination of the estate conveyed by this Grant Deed and to re -enter and take
possession of the Palm Development Site hereby conveyed with all improvements thereon, and to
terminate Grantee's ownership interest in, and revest in Grantor, the Palm Development Site (the
"Power of Termination ") in the event that Grantee is in violation of any subparagraph of paragraph
1 of these Palm Development Site Restrictions and such violation is not cured by Grantee in a timely
manner.
3. The Power of Termination of Grantor with respect to the Palm Development Site
shall be interpreted in light of the fact that Grantor would not have agreed to the Purchase Price and
Palm Parking Mitigation Payment (each as defined in the Agreement) for the Palm Development
Site and would not have agreed to convey the Palm Development Site to Grantee except for the
covenant and promise of Grantee to construct and develop the Project on the Palm Development Site
and the trust and confidence placed by Grantor in the good faith intent and abilities of the Grantee,
and that Grantor hereby conveys the Palm Development Site to Grantee for development of the
Project to benefit and enhance the planning goals of the City of San Luis Obispo for the benefit of its
citizens, and not for speculation in undeveloped land.
4. In the event title to the Palm Development Site conveyed by Grantor to Grantee by the
Grant Deed is revested in Grantor by reason of the exercise by Grantor of its Power of Termination as
provided in these Palm Development Site Restrictions: (i) Grantee shall have delivered to Grantor a
quitclaim deed in recordable form for the Palm Development Site naming Grantor as the grantee; (ii)
a land title insurance company satisfactory to Grantor shall commit to issue a title insurance policy to
Grantor as the insured, showing fee title vested in Grantor subject to no liens, encumbrances or third
party claims incurred by or through Grantee, its successors and assigns, except for a Mortgage or as
otherwise allowed by these Palm Development Site Restrictions (the "Allowable Exceptions "), with
coverage in a reasonable amount to be determined by Grantor; and (iii) Grantee shall reimburse
Grantor for any payment made or necessary to be made to discharge or prevent any current or
delinquent taxes, encumbrances, liens, levies or attachments or third party claims incurred by or
through Grantee, except for the Allowable Exceptions, from attaching to the title at the time it is
revested in Grantor by the exercise of its Power of Termination.
5. No violation or breach of the covenants, conditions, restrictions, provisions or
limitations contained in these Palm Development Site Restrictions, or exercise of any Power of
Termination, shall defeat or render invalid or in any way impair the lien or charge of any Mortgage
permitted by these Palm Development Site Restrictions and made in good faith and for value. For the
avoidance of doubt, the Mortgage is a first priority lien and the Power of Termination is subordinate
to the Mortgage in all respects. Further, the terms of these Palm Development Site Restrictions shall
automatically cease and terminate ninety (90) days after a Mortgage Lender has provided Grantor
with written notice of a default (the "Mortgage Default Notice ") in the obligations under any
agreement secured by the Mortgage, if such default has not been cured within such ninety (90) day
period, as to Mortgage Lender or any owner of the Palm Development Site who has acquired the
Palm Development Site pursuant to a Mortgage Lender's exercise of its remedies under the relevant
loan documents or pursuant to a deed given in lieu of the exercise of such remedies (a "Successor
Owner "). Further, Grantor shall forbear from exercising its rights and remedies to enforce the Power
Resolution No. 10688 (2016 Series)
Exhibit F -1
EXHIBIT 1 to Palm Development PSA Page 17
of Termination from the time Grantor has received the Mortgage Default Notice and thereafter during
the time that Mortgage Lender is diligently enforcing Mortgage Lender's rights and remedies against
Grantee under the Mortgage and other loan documents, including without limitation, sending default
notices, efforts to enter into a loan workout or modification, acceleration of the loan, foreclosure or
deed in lieu of foreclosure and defending Mortgage Lender's rights under Grantee's bankruptcy
proceedings. Upon the transfer of title to the Mortgage Lender or any Successor Owner and the
resulting termination of these Palm Development Site Restrictions pursuant to this paragraph, the
Grantor agrees to execute and record in the Official Records a notice that these Palm Development
Site Restrictions have been terminated in form and substance reasonably satisfactory to then owner of
the Palm Development Site. Nothing contained herein shall be deemed to obligate the holder of the
Mortgage, its successors or assigns, or any Successor Owner to undertake the construction and
development of the Project. Notwithstanding the foregoing, if a Successor Owner subsequently
undertakes to construct the Project, then such Successor Owner shall diligently pursue such
construction to completion.
6. Grantor, in the event of any breach of any covenant in these Palm Development Site
Restrictions, shall have the right to exercise all the rights and remedies, and to maintain any action at
law or suits in equity or other proper proceedings to enforce the curing of such breach.
7. The covenants contained in these Palm Development Site Restrictions shall be
interpreted without regard to technical classification or designation, and shall not benefit or be
enforceable by any person, firm, or corporation, public or private, except Grantor and Grantee and
their respective successors and assigns.
8. In the event any action is brought to enforce, modify or interpret the provisions of
these Palm Development Site Restrictions, neither party shall be entitled to attorneys' fees or court
costs in connection with such action. If any clause, sentence or other portion of these Palm
Development Site Restrictions shall be or become illegal, unenforceable or void for any reason, the
remaining portion shall continue in full force and effect.
[remainder of page intentionally left blank]
Resolution No. 10688 (2016 Series)
Exhibit F -1
EXHIBIT 1 to Palm Development PSA Page 18
F.xPni 4inn
IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on
their behalf by their respective officers thereunder duly authorized, as of this day of
,20—,.
GRANTOR:
City of San Luis Obispo,
a municipal corporation and charter city
By:
ayor
APPROVED AS TO FORM AND LEGAL EFFECT:
U811
My– Attorney
Dated:
GRANTEE:
Hotel SLO, LLC,
a California limited liability company
By: Metrovation, LLC, its co- manager
By:
___ __
ar
Seiler, Its: Manager
By: Piazza Hotel Management, LLC, its co- manager
By:
Paolo Petrone, manager
Sutter Tustin SLO, LLC, a California limited liability
company
By: Sutter Tustin, [ ,C, a California limited liability
company, it Manager
By:
Louis Lipset, Manager
Resolution No. 10688 (2016 Series)
Exhibit F -1
EXHIBIT 1 to Palm Development PSA Page 19
Exhibit A
Legal Description of the Palm Development Site
Resolution No. 10688 (2016 Series)
Exhibit
EXHIBIT 1
to Palm Development PSA Page 20
Exhibit B
Certificate of Completion
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Certificate of Completion
City of San Luis Obispo, a municipal corporation and a chartered city organized and
existing under the Constitution of the State of California ( "Grantor "), hereby certifies with respect
to Section 7.01 of that certain Agreement of Purchase and Sale — Palm Development Site, dated as
of December , 2011, which was amended by that certain First Amendment to Agreement of
Purchase and Sale -- Palm Developments Site, dated as of January _, 2016, executed by Hotel
SLO, LLC, a limited liability company and Sutter Tustin SLO, LLC, a California limited liability
company, as tenants -in- common (collectively, the "Grantee ") in favor of Grantor, and that certain
Grant Deed recorded in the Official Records of the County of San Luis Obispo County on
200_, as document number _ with respect to the real property more
specifically described in Exhibit 1 attached hereto (collectively, the "Palm Development Site
Restrictions "), as follows:
1. The Project has been substantially completed in accordance with the Permits;
and
2. All covenants and obligations of Grantee and its successors and assigns under
the Palm Development Site Restrictions, including without limitation the right of reverter
and power of termination of Grantor, have ceased and terminated.
All capitalized terms not otherwise defined in this Certificate of Completion shall have the
meaning given in the Palm Development Site Restrictions. This Certificate of Completion has
been duly executed by an authorized person on behalf of Grantor as of .200-..
GRANTOR:
CITY OF SAN LUIS OBISPO,
a municipal corporation and Charter City
By:
Its:
APPROVED:
City Attorney
City of San Luis Obispo
:A
Resolution No. 10688 (2016 Series)
EXHIBIT I Exhibit 2
to Palm Development PSA Page 21
Exhibit B
Certificate of Completion
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Certificate of Completion
City of San Luis Obispo, a municipal corporation and a chartered city organized and
existing under the Constitution of the State of California ( "Grantor "), hereby certifies with respect
to Section 7.01 of that certain Agreement of Purchase and Sale — Palm Development Site, dated
as of December , 2011, which was amended by that certain First Amendment to Agreement
of Purchase and Sale -- Palm Developments Site, dated as of January _, 2016, executed by Hotel
SLO, LLC, a limited liability company and Sutter Tustin SLO, LLC, a California limited liability
company, as tenants -in- common (collectively, the "Grantee ") in favor of Grantor, and that certain
Grant Deed recorded in the Official Records of the County of San Luis Obispo County on
, 200_, as document number , with respect to the real property more
specifically described in Exhibit l attached hereto (collectively, the "Palm Development Site
Restrictions "), as follows:
1. The Project has been substantially completed in accordance with the Permits;
and
2. All covenants and obligations of Grantee and its successors and assigns under
the Palm Development Site Restrictions, including without limitation the right of reverter
and power of termination of Grantor, have ceased and terminated.
All capitalized terms not otherwise defined in this Certificate of Completion shall have the
meaning given in the Palm Development Site Restrictions. This Certificate of Completion has
been duly executed by an authorized person on behalf of Grantor as of -,200—.
GRANTOR:
CITY OF SAN LUIS OBISPO,
a municipal corporation and Charter City
By:
Its:
APPROVED:
City Attorney
City of San Luis Obispo
Resolution No. 10688 (2016 Series)
Exhibit
EXHIBIT 1
to Palm Development PSA Page 22
LEGAL DESCRIPTION
Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California,
described as follows:
PARCEL ONE:
THAT PORTION OF BLOCK 14 OF THE MAP OF THE TOWN OF SAN LUIS OBISPO, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
MAP FILED FOR RECORD MAY 01, 1878, IN BOOK A, PAGE 168, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY LINE OF MONTEREY STREET, IN SAID CITY,
DISTANT THEREON, NORTH 54° 06' EAST, 109.31 FEET FROM THE NORTHEASTERLY CORNER
OF CHORRO AND MONTEREY STREET, THENCE NORTH 35° 54' WEST, 80.00 FEET TO A POINT;
THENCE NORTH 540 06' EAST 12.67 FEET TO A POINT; THENCE NORTH 350 54' WEST, 34.17
FEET TO A POINT; THENCE NORTH 33° 02' WEST, 148.54 FEET TO A POINT; THENCE NORTH
360 22' WEST, 86.50 FEET TO A POINT ON THE SOUTHERLY LINE OF PALM STREET AS SHOWN
ON SAID MAP; THENCE ALONG SAID SOUTHERLY LINE NORTH 530 38' EAST, 12.00 FEET TO A
POINT; THENCE SOUTH 360 22' EAST, 70.25 FEET TO A POINT; THENCE SOUTH 811 22' EAST,
8.13 FEET TO A POINT; THENCE NORTH 530 38' EAST 36.75 FEET TO A POINT; THENCE NORTH
80 38' EAST, 8.13 FEET TO A POINT; THENCE NORTH 360 22' WEST, 12.75 FEET TO A POINT;
THENCE NORTH 50° 13' EAST, 38.16 FEET TO A POINT; THENCE SOUTH 350 54' EAST, 148.56
FEET TO A POINT; THENCE SOUTH 54° 06' WEST, 45.75 FEET TO A POINT; THENCE SOUTH 35°
54' EAST, 146.00 FEET TO A POINT ON THE NORTHERLY LINE OF SAID MONTEREY STREET,
THENCE ALONG SAID LINE SOUTH 540 06' WEST, 72.44 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED TO SLO
CHINATOWN, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, RECORDED JULY 31, 2012, IN
INSTRUMENT NO. 2012042357, OF OFFICIAL RECORDS.
PARCEL TWO:
THAT PORTION OF BLOCK 14 OF THE MAP OF THE TOWN OF SAN LUIS OBISPO, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
MAP FILED FOR RECORD MAY 01, 1878, IN BOOK A, PAGE 168, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY LINE OF MONTEREY STREET, IN SAID CITY,
DISTANT NORTH 540 6' EAST, 227 FEET 6 INCHES FROM THE NORTHEASTERLY CORNER OF
CHORRO AND MONTEREY STREETS; THENCE RUNNING NORTH 541 6' EAST ALONG SAID
NORTHERLY LINE OF MONTEREY STREET, 52 FEET AND 6 INCHES TO THE SOUTHWESTERLY
CORNER OF THE LOT FORMERLY OWNED BY MRS. N. E. CALL; THENCE NORTH 330 22' WEST
ALONG THE WESTERLY LINE OF SAID LOT OF MRS. N. E. CALL, 351 FEET TO THE SOUTHERLY
LINE OF PALM STREET; THENCE SOUTH 53° 38' WEST ALONG SAID SOUTHERLY LINE OF PALM
STREET, 107 FEET TO THE NORTHWESTERLY CORNER OF THE LOT FORMERLY OWNED BY B.
BRIZZOLARA; THENCE SOUTH 360 22' EAST ALONG THE WESTERLY LINE OF SAID BRIZZOLARA
LOT, 56.36 FEET TO A POINT; THENCE NORTH 530 38' EAST AND PARALLEL WITH THE
SOUTHERLY LINE OF PALM STREET, 38.08 FEET TO THE EASTERLY LINE OF A LOT CONVEYED
BY NATHAN AND ISSAC GOLDTREE TO W. J. OAKS, BY DEED DATED AUGUST 21, 1882 AND
RECORDED IN BOOK 0, PAGE 431 OF DEEDS AND FOLLOWING; THENCE SOUTH 351 54' EAST
ALONG THE EASTERLY LINE OF SAID OAKS LOT, 296 FEET TO THE NORTHERLY LINE OF
MONTEREY STREET AND THE POINT OF BEGINNING.
First American Title Insurance Company
Resolution No. 10688 (2016 Series)
Exhibit F -2
EXHIBIT 1 to Palm Development PSA Page 23
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED TO SLO
CHINATOWN, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, RECORDED JULY 31, 2012, IN
INSTRUMENT NO, 2012042357, OF OFFICIAL RECORDS.
PARCEL THREE:
THAT PORTION OF LOTS 2 AND 3 OF THE MAP OF THE SUBDIVISION OF PART OF BLOCKS 14 &
18, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA,
ACCORDING TO MAP RECORDED IN BOOK 1, PAGE 43 OF RECORD OF SURVEYS, DESCRIBED AS
A WHOLE AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 OF SAID BLOCK; THENCE SOUTH
530 38' WEST ALONG THE NORTHWESTERLY LINE OF LOTS 1 AND 2, 89.65 FEET TO THE TRUE
POINT OF BEGINNING; WHICH POINT BEARS NORTH 5311 38' EAST, 0.35 FEET FROM THE MOST
WESTERLY CORNER OF SAID LOT 2; THENCE SOUTH 331 23'50" EAST, 100.1 FEET TO A POINT
IN THE SOUTHEASTERLY LINE OF SAID LOT 3, SAID POINT BEING NORTH 53° 38' EAST, 0.56
FEET FROM THE MOST SOUTHERLY CORNER OF SAID LOT 3; THENCE SOUTH 530 38' WEST
ALONG THE SOUTHEASTERLY LINE OF SAID LOT 3, 0.56 FEET TO THE MOST SOUTHERLY
CORNER OF SAID LOT; THENCE NORTH 330 16'30" WEST ALONG THE SOUTHWESTERLY LINE
OF SAID LOTS 3 AND 2, 100.14 FEET TO THE MOST WESTERLY CORNER OF SAID LOT 2;
THENCE NORTH 530 38' EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 2, 0.35 FEET
TO THE TRUE POINT OF BEGINNING.
PARCEL FOUR:
LOTS 4 AND 10 OF THE MAP OF THE SUBDIVISION OF PART OF BLOCKS 14 & 18, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
THE MAP THEREOF FILED IN BOOK 1, PAGE 43 OF RECORD OF SURVEYS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
PARCEL FIVE:
INTENTIONALLY DELETED
PARCEL SIX:
LOTS 1, 2 AND 3 OF THE MAP OF THE SUBDIVISION OF PART OF BLOCKS 14 & 18, IN THE CITY
OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
THE MAP THEREOF FILED IN BOOK 1, PAGE 43 OF RECORD OF SURVEYS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY,
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED TO C. A. MAINO,
ET UX, RECORDED APRIL 07, 1953 IN BOOK 704, PAGE 439 OF OFFICIAL RECORDS.
PARCEL 7:
ALL THAT PART OF BLOCK 14 OF THE CITY OF SAN LUIS OBISPO, IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED MAY O1, 1878 IN BOOK
A, PAGE 168 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID BLOCK, DISTANT THEREON
NORTH 530 38' EAST, 143.33 FEET FROM THE MOST WESTERLY CORNER OF SAID BLOCK, SAID
POINT BEING THE MOST NORTHERLY CORNER OF THE PROPERTY CONVEYED TO FERDINANDO
First American Tit /e Insurance Company
Resolution No. 10688 (2016 Series) Exhibit F -2
EXHIBIT 1 to Palm Development PSA ge 24
CHIESA BY DEED DATED JULY 01, 1912 IN BOOK 93, PAGE 136 OF DEEDS;
THENCE SOUTH 360 22' EAST, 70.25 FEET TO THE MOST WESTERLY CORNER OF THE
PROPERTY CONVEYED TO SERAFINO J. MARTINELLI AND CARMEL MARTINELLI BY DEED
DATED FEBRUARY 08, 1966 AND RECORDED APRIL 01, 1966 IN BOOK 1391, PAGE 479 OF
OFFICIAL RECORDS;
THENCE SOUTH 810 22' EAST, 8.13 FEET TO A POINT;
THENCE NORTH 530 38' EAST, 36.75 FEET TO A POINT;
THENCE NORTH 80 38' EAST, 8.13 FEET TO A POINT;
THENCE NORTH 360 22' WEST, 70.25 FEET TO THE SOUTHERLY LINE OF PALM STREET;
THENCE ALONG THE SOUTHERLY LINE OF PALM STREET SOUTH 530 38' WEST, 48.25 FEET TO
THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED WITHIN THE PRESENT LINES OF
PALM STREET.
APN(S): 002 - 416 -031, 002 - 416 -035 and 002- 416 -038 (new # 002 - 416 -040)
First American Title Insurance Company