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HomeMy WebLinkAbout10-18-2016 Item 14 Waddell Ranch Open Space Acquisition Meeting Date: 10/18/2016 FROM: Derek Johnson, Assistant City Manager Prepared By: Robert A. Hill, Natural Resources Manager SUBJECT: WADDELL RANCH OPEN SPACE ACQUISITION RECOMMENDATION Approve a Resolution (Attachment A): 1. Authorizing the Mayor to execute a Purchase and Sale Agreement with the Trust for Public Land (Attachment B) for the acquisition of the Waddell Ranch property identified as assessor parcel no. 076-051-011 totaling approximately 154 acres in unincorporated San Luis Obispo County (Attachment C: Map Set and Attachment D: Photo Set) and authorizing the City Manager to execute any and all escrow or other documents related to such transaction; and 2. Authorizing the City to enter into a grant agreement with the California Wildlife Conservation Board to partially fund the purchase of the Waddell Ranch property; and 3. Authorizing the expenditure of up to $150,000 from the City of San Luis Obispo’s Open Space Acquisition Fund No. 430 towards the purchase of the property, as well as to reimburse the Trust for Public Land for ancillary transaction costs in accordance with the terms and provision of the Purchase and Sale Agreement; and 4. Authorizing the Mayor to execute a Certificate of Acceptance upon close of escrow for said transaction. DISCUSSION Background The fee simple acquisition of the 154-acre Waddell Ranch property located at the headwaters of Froom Creek has been identified as an acquisition priority since the inception of the City’s Greenbelt Protection Program in 1995. The City has been tracking this opportunity since that time, but Mr. Waddell, although previously interested, has never been ready and willing to sell until now. Several years ago, the Trust for Public Land (TPL) approached the City expressing interest in furthering their conservation work in San Luis Obispo County, at which time they were advised of this potential long-term opportunity. TPL is a national non-profit conservation organization with offices throughout the country and has completed numerous transactions in San Luis Obispo County, perhaps most notably the Estero Bluffs acquisition north of Cayucos that is now owned and managed by California State Parks. Recently, Natural Resources Program staff again expressed interest in the property following the 14 Packet Pg. 149 City’s successful Memorandum of Agreement with the Bureau of Land Management, which owns a 78-acre parcel contiguous with both the Waddell Ranch and the existing Irish Hills Natural Reserve. TPL has maintained the property owner relationship and has now reached an agreement with Mr. Waddell for the purchase of the property. On May 3, 2016, staff received direction from Council relative to the price and terms associated with the prospective acquisition of this real property interest. “Open Space Protection” is also a current funding priority for the Local Revenue Measure (Measure G) which is providing a portion of the funding for this project. Conservation Values and Project Benefits The property is listed within the “Irish Hills Serpentine Woodlands” Comprehensive Area Protection Plan (CAPP) that was approved in 2001 by the California Fish and Game Commission. Since that time the majority of the properties identified in this CAPP have been purchased for conservation purposes in order to form the City’s Irish Hills Natural Reserve within the southwesterly portion of the City’s Greenbelt. The Waddell Ranch represents the keystone piece of the vision set forth in the CAPP designed to protect this area’s rich biodiversity and serpentine endemism at a landscape level. Permanent protection of the property would provide recovery benefits to a suite of rare plants and vegetative assemblages, as well as known habitat and migration corridors for mountain lions into and out of the Irish Hills area. The acquisition would also allow for the completion of a loop trail through the Irish Hills Natural Reserve along the top of Mine Hill where outstanding views of the Pacific Ocean can be gained and enjoyed. But not for TPL and the City’s partnered efforts to acquire the property for conservation purposes, it is possible that Mr. Waddell would otherwise choose to sell the property on the open market potentially leading to the development of the three legal lots within the parcel as rural - ranchettes. Local non-profits and elected officials, as well as another partner state agency, tendered letters of support for the EEM Program grant supporting the proposed project that further articulate public support and benefit (Attachment E). General Plan Conformity California Government Code Section 65402 requires that the Planning Commission make a finding that an acquisition of land for open space purposes, such as contemplated herein, conforms with the City’s General Plan. As of the writing of this report, the Planning Commission is scheduled to make this determination at its October 12th meeting; the proposed acquisition is consistent with goals, programs, and policies found in the Conservation and Open Space Element of the City’s General Plan, including: COSE Goal 8.1: Secure and maintain a healthy and attractive Greenbelt around the urban area, comprised of diverse and connected natural habitats, and productive agricultural land that reflects the City’s watershed and topographic boundaries. COSE Program 8.7.1(D): Protect Open Space Resources. The City will take the following actions to protect open space, and will encourage individuals, organizations, and other agencies to take the same actions within their areas of responsibility and jurisdiction: D. Acquire land and interests in land for open space, pursuant to City Open Space Guidelines and acquisition priorities. 14 Packet Pg. 150 COSE Policy 9.1.1 (A): Preserve natural and agricultural landscapes. The City will implement the following policies and will encourage other agencies with jurisdiction to do likewise: A. Natural and agricultural landscapes that the City has not designated for urban use shall be maintained in their current patterns of use. Transaction Details TPL has reached an agreement with Mr. Waddell for the purchase of the property. TPL will, in turn, sell the property to the City for the fair market value through a concurrent escrow. TPL has secured an appraisal from the firm Contour Valuation Services and furnished the City with a complete, unabridged original copy. Contour’s value for the property is $1,100,000 as of February 25, 2016. The total expected project cost inclusive of ancillary soft costs (reimbursement of appraisal, environmental, and land survey costs to TPL) is $1,150,000. TPL and Natural Resources Program staff’s coordinated funding strategy and current status is as follows: Waddell Funding Sources Status Amount Environmental Enhancement & Mitigation Program Awarded $500,000 California Wildlife Conservation Board Pending $500,000 City Open Space Acquisition Fund, 2016-17 (Local Revenue Measure) Budgeted $150,000 TOTAL $1,150,000 Approval of the items listed in the Recommendation of this Council Agenda Report are necessary conditions precedent to the California Wildlife Conservation Board’s (WCB) consideration of the City’s grant request of $500,000, anticipated at their Board Meeting on November 16, 2016. If Council approves the Recommendation and the WCB grant is awarded, staff will conduct due diligence inspections and procedures in coordination with the City Attorney’s Office and complete the contractual arrangements described above in order to purchase the property. CONCURRENCES The City Attorney’s Office has reviewed the agreements contemplated herein and concurs with the Recommendation. ENVIRONMENTAL REVIEW Acquisition of the Waddell Ranch property is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) because it involves “acquisition of lands for fish and wildlife conservation purposes including (a) preservation of fish and wildlife habitat… and (c) preserving access to public lands and waters where the purpose of the acquisition is to preserve the land in its natural condition” (§15313), and because it involves the “acceptance of … fee interests in order to maintain the open space character of the area” (§15317). 14 Packet Pg. 151 Once acquired, it is anticipated that Natural Resources Program staff will prepare an update of the existing Irish Hills Natural Reserve Conservation Plan to include the Waddell Property, along with a counterpart environmental review and determination, prior to any management activities or property improvements that would constitute a Project under CEQA definitions (§21065). FISCAL IMPACT Sufficient funds in the amount of $150,000 through the Local Revenue Measure (Measure G) are available in the City’s Open Space Acquisition Fund No. 430 to support the transaction. Long- term operating and maintenance costs are expected to be relatively modest, as the property would be incorporated into the existing Irish Hills Natural Reserve which already enjoys trailhead amenities and regular Ranger Service patrol. As the Waddell Ranch property is located in unincorporated San Luis Obispo County, the City would be subject to annual property tax, albeit at a restricted property tax rate due to the deed restrictions required by the grant making agencies that will ensure the property remains in open space uses. Property tax es for City-owned open space lands located in the County of San Luis Obispo are handled through the Natural Resources Program operating budget. Longer-term property improvements and enhancements, such as the opportunity to create a backcountry Ranger Station at the location of the old homesite area on the property, would be developed in detail through the Conservation Plan process and included in future two-year Financial Plans for Council consideration. ALTERNATIVES The City Council could: 1. Continue the item with specific direction if more information or discussion time is required before taking action, although this is not recommended given time sensitivities associated with the WCB Board Meeting taking place on November 16, 2016 and the overall timeline anticipated for the transaction. 2. Deny the Recommendation. Attachments: a - Resolution b - Purchase and Sale Agreement c - Map Set d - Photo Set e - Letters of Support for EEM Grant 14 Packet Pg. 152 R ______ RESOLUTION NO. ________ (2016 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, AUTHORIZING ENTERING INTO A GRANT AGREEMENT WITH THE CALIFORNIA WILDLIFE CONSERVATION BOARD, ENTERING INTO A PURCHASE AND SALE AGREEMENT WITH THE TRUST FOR PUBLIC LAND, AND AUTHORIZING THE ACQUISITION OF THE WADDELL RANCH PROPERTY IDENTIFIED AS ASSESSOR PARCEL NO. 076-051-011 TOTALING APPROXIMATELY 154 ACRES IN UNINCORPORATED SAN LUIS OBISPO COUNTY WHEREAS, the City of San Luis Obispo has adopted policies for protection, management, and public use of open space lands in the Conservation and Open Space Element of the City of San Luis Obispo’s General Plan, and on October 12, 2016 the City’s Planning Commission made General Plan Consistency Determination pursuant to Government Code Section 65402; and WHEREAS, the City of San Luis Obispo manages twelve open space areas totaling approximately 3,500 acres, and now desires to acquire the approximately 154-acre Waddell Ranch property for permanent open space conservation and passive recreation purposes; and WHEREAS, the fair market value for the Waddell Ranch property as of February 25, 2016 is $1,100,000, as determined by an Appraisal Report prepared by Contour Valuation Services; and WHEREAS, the Trust for Public Land has reached an agreement to purchase the property from the seller, Mr. W. Duane Waddell, and the Trust for Public Land will sell the property to the City of San Luis Obispo for the appraised fair market value; and WHEREAS, the City of San Luis Obispo will have successfully received grant funding from the California State Natural Resources Agency in the amount of $500,000 and the California Wildlife Conservation Board for the acquisition of the Waddell Ranch property in the amount of $500,000. NOW, THEREFORE, the City Council of the City of San Luis Obispo hereby: 1. Finds that acquisition of the Waddell Ranch property is exempt from the provisions of the California Environmental Quality Act because it involves “acquisition of lands for fish and wildlife conservation purposes including (a) preservation of fish and wildlife habitat… and (c) preserving access to public lands and waters where the purpose of the acquisition is to preserve the land in its natural condition” (§15313), as well as because it involves the “acceptance of … fee interests in order to maintain the open space character of the area” (§15317); 2. Finds that the subject property possesses high ecological and habitat value; 14.a Packet Pg. 153 Attachment: a - Resolution (1473 : Waddell Ranch Open Space Acquisition) Resolution No. _____ (2016 Series) Page 2 R ______ 3. Finds that the use of referenced grant funds for acquisition of the subject property is an appropriate expenditure; 4. Adopts the Council Agenda Report and Recommendation for this item; 5. Authorizes the City Manager to sign the California Wildlife Conservation Board Grant Agreement for acquisition of a fee simple interest in the Waddell Ranch property, subject to final review by the City Attorney, and the acceptance of grant funds for the purpose of acquisition of the subject property; 6. Authorizes the Mayor to sign the Purchase and Sale Agreement with Trust for Public Land, subject to final review by the City Attorney, in order to facilitate the City of San Luis Obispo’s purchase of the property; 7. Authorizes the Mayor to sign a Certificate of Acceptance of a fee simple title interest to the subject property; and 8. Authorizes the City Manager to sign escrow documents and any other related documents necessary to complete the transaction, and to do any and all acts necessary to carry out this resolution and any recommendations made by the City Council. 9. Authorizes the expenditure of up to $150,000 from the City of San Luis Obispo’s Open Space Acquisition Fund No. 430 towards the purchase of the property, as well as to reimburse the Trust for Public Land for ancillary transaction costs in accordance with the terms and provision of the Purchase and Sale Agreement. Upon motion of _______________________, seconded by _______________________, and on the following roll call vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this _____ day of _____________________ 2016. ____________________________________ Mayor Jan Marx ATTEST: ____________________________________ Carrie Gallagher City Clerk APPROVED AS TO FORM: 14.a Packet Pg. 154 Attachment: a - Resolution (1473 : Waddell Ranch Open Space Acquisition) Resolution No. _____ (2016 Series) Page 3 R ______ _____________________________________ 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 __________, _________. _______________________ Carrie Gallagher City Clerk 14.a Packet Pg. 155 Attachment: a - Resolution (1473 : Waddell Ranch Open Space Acquisition) 1 PURCHASE AND SALE AGREEMENT (Waddell Ranch) THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of ________________, 2016 and entered into by and between THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation (“Seller”) and THE CITY OF SAN LUIS OBISPO, a California chartered city (“Buyer”). Recitals A. The addresses and telephone numbers of the parties to this Agreement are as follows. Telephone numbers are included for information only. SELLER: BUYER: The Trust for Public Land 101 Montgomery Street, Suite 900 San Francisco, CA 94104 Attn: Becky Bremser, Project Manager Tel: (415) 495-4014 ext. 275 Fax: (415) 442-0487 Email: becky.bremser@tpl.org City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Attn: Robert Hill, Natural Resources Manager Tel: (805) 781-7211 Fax: (805) 781-7109 Email: rhill@slocity.org Copies of any notice to Seller should also be sent to: The Trust for Public Land 101 Montgomery Street, Suite 900 San Francisco, CA 94104 Attn: Tily Shue, Senior Counsel Tel: (415) 495-4014 ext. 308 Fax: (415) 495-0541 Email: tily.shue@tpl.org Copies of any notice to Buyer should also be sent to: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Attn: Christine Dietrick, City Attorney Tel: (805) 781-7140 Fax: (805) 781-7109 Email: cdietrick@slocity.org B. Seller has entered into an agreement (the "TPL-Landowner Purchase Agreement”) with W. Duane Waddell, Trustee for the Waddell Family Trust, dated January 26, 1991 (“Landowner”), regarding Seller's desired acquisition of real property to be acquired from said Landowner located in San Luis Obispo County, State of California, including that real property more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”). Under the TPL-Landowner Purchase Agreement, Seller has the right, subject to certain conditions, to acquire such real property, together with, to the extent owned by Landowner, all tenements, hereditaments, and appurtenances, including all rights appurtenant to it, including but not limited to access rights and oil, gas and mineral rights, development rights, air rights, and all other rights, privileges, licenses, and permits in any way related to or accruing to the use and benefit of that real property (collectively, the “Property Interests”). The Land and the Property Interests relating to the Land are referred to in this Agreement collectively as the "Property." 14.b Packet Pg. 156 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 2 C. Seller and Buyer have successfully received funding grants or are pursuing funding grants from two separate public agency partners: California State Natural Resources Agency and the California Wildlife Conservation Board (“Partners”) for the acquisition of the Property. The total amount of these grants is One Million Dollars ($1,000,000) (“Funding Grants”). D. Buyer wishes to purchase the Property from Seller once Seller has acquired the Property on the terms and conditions set forth in this Agreement. THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale Agreement. For the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions herein contained, and subject to Seller’s acquisition of the Property from Landowner, Seller hereby agrees to convey, and Buyer hereby agrees to purchase and acquire, the Property. This Agreement shall be effective on the date that it is signed by both parties hereto (the “Effective Date”). 2. Purchase Price. The total purchase price to be paid by Buyer to Seller for the Property (the “Purchase Price”) is One Million One Hundred Thousand Dollars ($1,100,000), payable all in cash. Collectively, the Purchase Price and the Funding Grants equal One Million One Hundred Dollars ($1,100,000), which represent the fair market value of the Property, as set forth in the full narrative market appraisal prepared by Kody Kester of Contour Valuation Services dated February 25, 2016 (the “Appraisal”). 3. Property Condition. 3.1 Title. (a) PTR. Seller has furnished to Buyer a preliminary title report dated as of March 25, 2015 (the “PTR”) issued by the First American Title Company (“Title Company”) and copies of all documents referred to as exceptions to title in the PTR. Seller has contracted for and will provide to Buyer when complete a Phase I Environmental Site Assessment (“Phase I ESA”) on the Property. The PTR and underlying documents referred to therein, are referred to as the “Property Documents.” Buyer hereby acknowledges and agrees that it has reviewed and approved the PTR. Buyer approves of title exception matters numbered exception numbers 3, 4, 5, 6, and 7, in Schedule B of the PTR, and the standard printed exceptions and exclusions from coverage of the policy. All other exceptions shown in the PTR are referred to as the “Disapproved Exceptions,” which shall not be reflected on Buyer’s title policy at the Close of Escrow. So long as no new exceptions to title are reflected in any updated or supplemental PTR, then Buyer agrees that it shall have no objections to any updated or supplemental PTR, other than the Disapproved Exceptions, and will not terminate this Agreement pursuant to the provisions of Section 3.4. (b) Monetary Liens. In any event and notwithstanding anything to the contrary herein, Seller shall provide that all monetary liens and encumbrances (except any statutory liens for nondelinquent real property taxes) are removed from title on or prior to the Close of Escrow. 3.2 Property Information. Seller has provided the Appraisal and the Property Documents to Buyer. Seller has no additional information about the Property that has not been provided to Buyer. When completed, Seller will provide the Phase I ESA to Buyer. Seller makes no representation or warranties of any kind whatsoever to Buyer as to the accuracy or 14.b Packet Pg. 157 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 3 completeness of the content of any documents or other information delivered to Buyer, including, without limitation, the accuracy or completeness of the content of the Property Documents. 3.3 Property Inspection. Except with Seller’s consent, Buyer shall not contact Landowner regarding Buyer’s acquisition of the Property or in connection with its inspection of the Property pursuant to this Section 3.3. Subject to Seller’s rights to enter the Property, from the Effective Date to the earlier of the Close of Escrow or the termination of this Agreement, Buyer shall have the right to physically inspect on a non-intrusive basis, and to the extent Buyer desires, to cause one or more representatives, agents, employees or contractors of Buyer (collectively, “Representatives”) to physically inspect, on a non-intrusive basis, the Property without interfering with Landowner’s operation, if any, of the Property. Buyer shall notify Seller if a Phase II ESA, lead paint, asbestos or other similar inspection or test is desired. Such inspections must occur during normal business hours at times mutually acceptable to Buyer, Landowner, and Seller. Buyer, through its designated representative, shall provide verbal notice to Seller by notifying Seller by telephone or in person, at least ninety-six (96) hours before the desired entry on to the Property. Buyer shall make all inspections in good faith and with due diligence. Seller shall cooperate with Buyer in all reasonable respects in making such inspections (but without any obligation to incur expenses). 3.4 Changes in Condition. The time period from the Effective Date to the Close of Escrow shall be referred to as the “Term.” (a) Seller’s Notice. This Agreement shall refer to any of the following events as a “Change in Condition.” (i) new exceptions to title which appear on any supplemental title report issued by the Title Company during the Term (“Supplemental PTR”); (ii) receipt by Seller of actual notice during the Term of damage or destruction to the Property or any portion thereof which occurs during the Term; (iii) receipt by Seller of actual notice during the Term of anything that would materially impair the fair market value of the Property; (iv) receipt by Seller of actual notice during the Term of (i) any potential eminent domain proceedings or other litigation affecting all or a portion of the Property, (ii) the commencement of such proceedings during the Term, or a (iii) a taking during the Term of all or a portion of the Property by eminent domain; or (v) receipt by Seller of information or change of circumstance which would make Seller’s representations and warranties in Section 7 materially untrue as of the Closing Date. Seller shall notify Buyer of a Change in Condition promptly after Seller is aware of such Change in Condition. (b) Buyer’s Options. If a material Change in Condition occurs which would prevent Buyer from using the Property for its intended use or which materially affects the value of the Property, Buyer shall have the right, at its option, as set forth in written notice delivered to Seller by the earlier of the end of the Term or ten (10) business days after Seller notifies Buyer of the Change in Condition, to either (i) terminate this Agreement and neither party shall have any further liability or obligation to the other except for Buyer’s 14.b Packet Pg. 158 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 4 obligations which are expressly intended to survive; or (ii) proceed with the purchase of the Property, and accept the Property without remedy for the Change in Condition, without any monetary credit, and without a reduction in the Purchase Price (except as set forth in this paragraph). If Buyer does not deliver any notice to Seller within such ten (10) business day period, Buyer shall be deemed to have elected option (ii) above. In the case of an insured casualty, if Buyer does not terminate this Agreement and agrees to accept the Property, all proceeds of any insurance payable to Seller by reason of such Change in Condition shall be paid or assigned to Buyer. In the case of a condemnation/eminent domain proceeding, if Buyer does not terminate the Agreement, the Purchase Price shall be reduced by the total of any awards or other proceeds received or to be received by Seller as a result of such proceedings or Buyer shall proceed to close with an assignment by Seller of all Seller's right, title and interest in and to all such awards and proceeds. 4. Escrow and Closing. 4.1 Escrow Holder. Upon execution of this Agreement, the parties will open an escrow with First American Title Insurance Company (the “Escrow Holder”), National Commercial Services, 2755 Campus Drive, Suite 125, San Mateo, CA 94403, Attn: Erwin J Broekhuis, Commercial Escrow Officer, Tel: 650.356.1729, Fax: 714.361.3573, email: ebroekhuis@firstam.com, for the purpose of consummating the purchase and sale of the Property in accordance with the terms hereof. Escrow shall close immediately following the close of escrow under the TPL-Landowner Purchase Agreement, which is expected to be on or before ______________ 2016. The closing of the transaction shall be carried out pursuant to this Section 4. Consummation of the transaction pursuant to this Section 4 shall be referred to as the “Close of Escrow” and the date on which the Close of Escrow occurs as the “Closing Date.” The Closing Date shall be no later than ______, 2016 unless extended by Seller and Buyer by mutual agreement. 4.2 Documents. (a) Seller’s Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (i) one (1) original duly executed, acknowledged and dated grant deed in a form suitable for recordation, conveying to Buyer fee simple title to the Property (“Grant Deed”), which shall be recorded in the Official Records of San Luis Obispo County, California at the Close of Escrow, in substantially the form attached hereto as Exhibit B; (ii) one (1) original of an affidavit from Seller which satisfies the requirements of Section 1445 of the Internal Revenue Code, as amended duly executed by Seller in substantially the same form as set forth in attached Exhibit C; (iii) one (1) counterpart signature on the joint escrow instructions between Buyer and Seller, which will be prepared consistent with the terms of this Agreement; (iv) one (1) California Form 593-C duly executed by Seller; (v) any disclosures required by state law; and 14.b Packet Pg. 159 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 5 (vi) such other instruments and documents as may be reasonably requested by Escrow Holder relating to Seller, to the Property and as otherwise required to transfer the Property to Buyer pursuant to the terms and conditions of this Agreement. (b) Buyer’s Documents. At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow: (i) one (1) counterpart signature on the joint escrow instructions between Buyer and Seller, which will be prepared consistent with the terms of this Agreement; (ii) one (1) originally executed Certificate of Acceptance to be attached to the Grant Deed; (iii) one (1) originally executed preliminary change of ownership report; and (iv) such other instruments and documents as may be reasonably requested by Escrow Holder as otherwise required to transfer the Property to Buyer pursuant to the terms and conditions of this Agreement. 4.3 Funds. At least one (1) business day prior to the Closing Date, Buyer shall deposit (or cause the acquisition funding sources to deposit) into Escrow by wire transfer in an amount which shall equal the Purchase Price plus/minus any additional amounts necessary to cover costs, credits and/or prorations under this Agreement. If amounts are sent by check rather than wire transfer the checks must clear at least one (1) business day prior to the Closing Date. (a) Prorations. (i) All real and personal property taxes based on the most recent property tax bills available, bonds, additional taxes, special assessments, rents, issues and profits from the Property, and such other matters as the parties shall instruct Escrow Holder shall be prorated as of the Close of Escrow, or cancelled as of the date of Close of Escrow, if applicable. (ii) Any tax bills received by Buyer after the Close of Escrow relating to a period prior to the Close of Escrow shall be prorated between the parties as if said tax bills had been available as of the Close of Escrow. The provisions of this Section 4.3(a)(ii) shall survive the Close of Escrow. (b) Closing Costs. Buyer shall pay the following closing costs: (i) the escrow fee; (ii) all documentary tax, sales tax, or real property transfer tax, if applicable; and (iii) the premium for the Title Policy (defined in Section 4.5 below). All other fees and charges will be allocated according to custom of San Luis Obispo County, California. Each party shall pay its own attorneys’ fees and other expenses incurred by it in connection herewith. (c) Reimbursement. Buyer shall pay to Seller at Close of Escrow, an amount not to exceed Fifty Thousand Dollars ($50,000) to reimburse Seller for its actual appraisal costs, due diligence, and other professional services associated with the Property paid for by Seller. Prior to the Closing Date, Seller will submit a demand approved by Buyer for such amount to Escrow Holder before closing. Seller acknowledges that, in order for Buyer 14.b Packet Pg. 160 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 6 to approve such demand, Buyer shall require copies of all invoices and payments for all costs subject to reimbursement. 4.4 Possession. Seller shall deliver possession of the Property to Buyer as of the Close of Escrow. 4.5 Title Insurance Policy. Title to the Property shall be insured effective as of Close of Escrow by a CLTA or ALTA standard owner’s policy of title insurance (the “Title Policy”) issued by the Title Company with liability in the amount of the Purchase Price, insuring title to the Property to be vested in Buyer, subject only to current real estate taxes and assessments not delinquent, if applicable, and the approved exceptions to title as set forth in Section 3.1(a). Buyer agrees that its only remedy arising by reason of any defect in title shall be against the Title Company. 4.6 Conditions to Closing. If, upon the Close of Escrow, any condition precedent set forth in this Section 4.6 is not satisfied or waived by the party for whose primary benefit it exists said benefited party may terminate this Agreement by written notice to the other party, and the parties shall have no further obligation to each other under this Agreement except for Buyer’s obligations which are expressly intended to survive. (a) Buyer’s Conditions. (i) All instruments and documents described in Section 4.2(a) have been delivered to the Escrow Holder; (ii) Title Company is in a position and is prepared to issue to Buyer the Title Policy; (iii) All representations and warranties made by Seller in Section 6 below shall be true and correct in all material respects as of the Closing Date; and (iv) Seller shall have performed, observed, and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed, or complied with by Seller prior to, or as of, the Closing Date. (b) Seller’s Conditions. (i) All instruments and documents described in Section 4.2(b) have been delivered to the Escrow Holder; (ii) All funds described in Section 4.3 have been delivered to the Escrow Holder; (iii) All representations and warranties made by Buyer in Section 7 below shall be true and correct in all material respects as of the Closing Date; and (iv) Buyer shall have performed, observed, and complied with all covenants, agreements, and conditions required by this Agreement to be performed, observed, or complied with by Buyer prior to, or as of, the Closing Date; (v) Seller shall have acquired fee title to the Property; and (vi) Seller receives approval of the transaction which is the subject of this Agreement by Seller's Board of Directors or Seller’s Project Review 14.b Packet Pg. 161 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 7 Committee, which approval is subject to said Board's or Committee’s sole discretion. (c) Final Verification of Condition. Buyer shall have the right to make a final verification of the condition of the Property up to the Closing Date. Buyer’s right to verify shall not be a contingency of sale but rather to confirm that the Property is substantially in the same condition and that no Change in Condition has occurred. 5. Buyer’s Covenants. 5.1 No Interference. Except as provided herein, Buyer shall not interfere with or hinder the operation of the Property prior to the delivery of possession thereof to Buyer at the Close of Escrow. 5.2 Adequacy of Buyer’s Inspection. Buyer agrees that it will have had adequate access to the Property and shall have had the opportunity to conduct any and all inspections of the Property to its full and complete satisfaction. If Buyer acquires the Property from Seller, Buyer acknowledges that it will be purchasing the Property with full knowledge of any and all conditions of the Property. Buyer acknowledges that it is fully capable of evaluating the Property’s suitability for Buyer’s intended use. Buyer agrees that (i) Buyer shall be solely responsible for determining the status and condition of the Property (including the environmental condition of the Property); (ii) Buyer is relying solely upon such inspections, examination, and evaluation of the Property by Buyer in purchasing the Property. 5.3 AS-IS. The Property is being sold and conveyed hereunder and Buyer agrees to accept the Property “AS IS,” “WHERE IS” and “WITH ALL FAULTS” and subject to any condition which may exist, without any representation or warranty by Seller except as expressly set forth in Section 6 hereof. Buyer acknowledges and agrees that, other than the representations and warranties set forth in Section 6 hereof, Seller makes no representations or warranties, express or implied, as to the Property, the Property Documents or other information provided to Buyer, or the transaction contemplated by this Agreement. Buyer acknowledges and agrees that, other than the representations and warranties set forth in Section 6 hereof, no person acting on behalf of Seller is authorized to make (and by the execution hereof, Buyer hereby agrees that no person has made) any representation, agreement, statement, warranty, guaranty or promise regarding the Property, the Property Documents or other information provided to Buyer, or the transaction contemplated herein. Buyer acknowledges and agrees that no representation, warranty, agreement, statement, guaranty, or promise, if any, made by any person acting on behalf of Seller which is not contained in Section 6 below shall be valid or binding upon Seller. Buyer hereby waives and relinquishes all rights and privileges arising out of, or with respect or in relation to, representations, warranties or covenants (other than the representation and warranties set forth in Section 6 hereof), whether express or implied, which may have been made or given, or which may be deemed to have been made or given, by Seller. Buyer hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transaction contemplated hereby, as are any warranties arising from a course of dealing or usage of trade. 5.4 RELEASE. UPON THE CLOSE OF ESCROW, OTHER THAN WITH RESPECT TO A BREACH OF AN EXPRESS REPRESENTATION OF SELLER AS SET FORTH IN SECTION 6 HEREOF, BUYER HEREBY AGREES TO ASSUME ALL RISKS AND LIABILITIES RELATED TO THE PROPERTY (INCLUDING AS RELATED TO THE 14.b Packet Pg. 162 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 8 PHYSICAL/ENVIRONMENTAL CONDITION OF THE PROPERTY, AND ITS VALUE, FITNESS, USE OR ZONING) WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH IN ANY WAY AND AT ANY TIME RELATE TO OR ARISE FROM THE PROPERTY (INCLUDING AS RELATED TO THE PHYSICAL/ENVIRONMENTAL CONDITION OF THE PROPERTY, AND ITS VALUE, FITNESS, USE OR ZONING). EXCEPT FOR A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 6, BUYER HEREBY WAIVES AND RELEASES SELLER, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, PRINCIPALS, AGENTS, ATTORNEYS, EMPLOYEES AND SUBSIDIARIES, FROM ANY AND ALL CLAIMS, JUDGMENTS, LIABILITIES, PENALTIES, FINES, COSTS, EXPENSES, DEMANDS, LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEY FEES AND COSTS), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH IN ANY WAY AND AT ANY TIME RELATE TO OR ARISE FROM THE PROPERTY (INCLUDING THE PHYSICAL/ENVIRONMENTAL CONDITION OF THE PROPERTY, AND ITS VALUE, FITNESS, USE OR ZONING). Buyer’s Initials: _______ 5.5 INDEMNITY. UPON THE CLOSE OF ESCROW BUYER AGREES TO INDEMNIFY, DEFEND, PROTECT AND HOLD SELLER, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, PRINCIPALS, AGENTS, ATTORNEYS AND SUBSIDIARIES HARMLESS FROM ANY AND ALL INJURIES, LOSSES, LIENS, CLAIMS, JUDGMENTS, LIABILITIES, PENALTIES, FINES, COSTS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ACTUALLY SUSTAINED BY SELLER, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PRINCIPALS, AGENTS, ATTORNEYS, EMPLOYEES OR SUBSIDIARIES WHICH RESULT FROM ANY CLAIM, DEMAND, LIABILITY, LIEN, RIGHT OR CAUSE OF ACTION MADE, INSTITUTED OR BROUGHT AT ANY TIME IN CONNECTION WITH BUYER’S OWNERSHIP OF THE PROPERTY. SELLER SHALL GIVE BUYER PROMPT WRITTEN NOTICE OF ANY SUCH CLAIMS TO WHICH BUYER’S INDEMNIFICATION OBLIGATION APPLIES, AND BUYER THEREAFTER SHALL HAVE 120 CALENDAR DAYS IN WHICH TO PAY, SETTLE OR COMPROMISE SUCH CLAIM OR TO NOTIFY SELLER IN WRITING THAT BUYER ACCEPTS THE TENDER OF SUCH CLAIM, AT NO EXPENSE OR LIABILITY TO SELLER. SELLER SHALL HAVE THE RIGHT TO PARTICIPATE, AT ITS OWN COST AND EXPENSE, IN THE DEFENSE OF SUCH CLAIM. NO SUCH CLAIM MAY BE SETTLED OR COMPROMISED BY BUYER OR SELLER WITHOUT FIRST OBTAINING WRITTEN APPROVAL OF THE PROPOSED SETTLEMENT OR COMPROMISE FROM BUYER AND SELLER, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED. NOTWITHSTANDING ANYTHING SET FORTH IN THE INDEMNIFICATION CONTAINED ABOVE, THE INDEMNITY BY BUYER OF SELLER SHALL NOT COVER LIABILITY OF SELLER ARISING FROM PRIOR TO THE CLOSE OF ESCROW , OR ARISING SOLELY FROM SELLER’S, ITS OFFICER’S, DIRECTOR’S, SHAREHOLDER’S, MEMBER’S, PARTNER’S, PRINCIPAL’S, AGENT’S, ATTORNEY’S AND SUBSIDIARY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 5.6 Signage. Buyer shall erect a dedication sign on the Property, which shall publicly identify the California Natural Resources Agency and California Wildlife Conservation Board as a supporter of the acquisition of the Property. Any project signage erected on the Property shall also state, "The acquisition of this park site was completed with the help of The Trust for Public Land, a non-profit land conservation organization.” 14.b Packet Pg. 163 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 9 NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE PROVISIONS SET FORTH IN THIS SECTION 5 SHALL SURVIVE THE CLOSE OF ESCROW. 6. Seller’s Representations and Warranties. Seller represents and warrants to Buyer that: 6.1 Power and Authority. Seller is duly organized and legally existing and is authorized to do business in the State of California. Subject to Section 4.6(b)(vi), the execution and delivery by Seller of, and Seller’s performance under, this Agreement is within Seller’s powers and have been duly authorized by all requisite action, and the person executing this Agreement on behalf of Seller has the authority to do so. 6.2 Valid Agreement. Subject to Section 4.6(b)(vi), this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, subject to laws applicable generally to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles affecting or limiting the right of contracting parties generally. 6.3 No Breach. Performance of this Agreement by Seller will not result in a breach of, or constitute any default under any agreement or instrument to which Seller is a party, which breach or default will adversely affect Seller’s ability to perform its obligations under this Agreement. 6.4 Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986 (i.e., Seller is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder). 6.5 Bankruptcy. Seller (a) is not in receivership or dissolution; (b) has not made any assignment for the benefit of creditors; (c) has not admitted in writing its inability to pay its debts as they mature; (d) has not been adjudicated a bankrupt; (e) has not filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the Federal Bankruptcy Law or any other similar law or statute of the United States or any state, or (f) does not have any such petition described in Subparagraph (e) above filed against Seller. 6.6 Property Leases. As of the Closing Date, the Property is not subject to any leases or tenancies. 7. Buyer’s Representations and Warranties. Buyer represents to Seller that: 7.1 Power and Authority. Buyer is a municipal corporation in the State of California. The execution and delivery by Buyer of, and Buyer’s performance under, this Agreement are within Buyer’s corporate powers and Buyer has the corporate authority to execute and deliver this Agreement. 7.2 Valid Agreement. This Agreement constitutes the legal, valid, and binding obligation of Buyer enforceable in accordance with its terms, subject to laws applicable generally to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. 7.3 No Breach. Performance of this Agreement will not result in any breach of, or constitute any default under, any agreement or other instrument to which Buyer is a party, which 14.b Packet Pg. 164 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 10 breach or default will adversely affect Buyer’s ability to perform its obligations under this Agreement. 7.4 No Bankruptcy. Buyer (a) is not in receivership or dissolution, (b) has not made any assignment for the benefit of creditors, (c) has not admitted in writing its inability to pay its debts as they mature, (d) has not been adjudicated a bankrupt, (e) has not filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law, or any other similar law or statute of the United States or any state, or (f) does not have any such petition described in (e) filed against Buyer. 8. Remedies. 8.1 Buyer’s Remedies. If Seller defaults in the performance of Seller’s obligations, promises, or agreements under this Agreement, or if Seller breaches any of its representations or warranties hereunder, Buyer, as its sole and exclusive remedy, may either (i) terminate this Agreement and pursue Seller for actual damages and Seller shall not be liable to Buyer for any punitive, speculative, or consequential damages; or (ii) bring an action for specific performance of this Agreement. Buyer specifically acknowledges that it shall not have any remedy whatsoever against Seller for any default by Seller under this Agreement unless Buyer is in full compliance with all the terms and conditions hereof. 8.2 Seller’s Remedies. If Buyer defaults in the performance of any of Buyer’s obligations, promises, or agreements under this Agreement or if Buyer breaches any of its representations or warranties hereunder (“Buyer’s Default”), Seller shall be entitled to exercise any remedy available to Seller by law or equity, including an action for specific performance and/or an action for damages; provided however, Buyer shall not be liable to Seller for any punitive, speculative, or consequential damages. Seller specifically acknowledges that it shall not have any remedy whatsoever against Buyer for any default by Buyer under this Agreement unless Seller is in full compliance with all the terms and conditions hereof 9. Miscellaneous. 9.1 No Broker. Each party represents to the other that it has not used a real estate broker or finder in connection with this Agreement or the transaction contemplated by this Agreement. If any person asserts a claim for a broker's commission or finder's fee against one of the parties to this Agreement, the party on account of whose conduct the claim is asserted shall indemnify and hold the other party harmless from and against any and all losses, liens, claims, judgments, liabilities, costs, expenses or damages (including reasonable attorneys’ fees and court costs) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by such party or on its behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. 9.2 Notices. All notices, requests, demands, approvals, consents or other communications required or permitted by this Agreement shall be addressed as set forth in Recital A, shall be in writing and shall be sent by (a) nationally recognized overnight courier, or (b) facsimile or email shall be deemed received (i) if delivered by overnight courier, when received as evidenced by a receipt, or (ii) if given by facsimile or email, when sent provided the sender receives no indication that the transmission was not successful. Any notice, request, demand, direction, or other communication sent by facsimile must also be sent within forty-eight (48) hours delivered in accordance with the clause (a) above. Buyer and Seller hereby agree that notices may be given hereunder by the parties’ respective counsel and that, if any communication is to be given hereunder by Buyer’s or Seller’s counsel, such counsel may communicate directly with 14.b Packet Pg. 165 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 11 all principals as required to comply with the provisions of this Section. Notice of change of address shall be given by written notice and in the manner detailed in this Section 9.2. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or other communication sent. 9.3 Assignment. Buyer may not assign its rights under this Agreement, and any assignment by Buyer in contravention of this provision shall be void and shall not relieve Buyer of its obligations and liabilities hereunder. 9.4 Section Headings. The Section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof. 9.5 Entire Agreement. This Agreement embodies the entire agreement between the parties hereto and supersedes any prior understandings or written or oral agreements between the parties concerning the Property. 9.6 Independent Counsel. Each party to this Agreement has substantial experience with the subject matter of this Agreement and has each fully participated in the negotiation and drafting of this Agreement and has had the opportunity to be advised by counsel of its choice with respect to the subject matter hereof. Accordingly, this Agreement shall be construed without regard to the rule that ambiguities in a document are to be construed against the drafter. 9.7 Applicability. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns, except as expressly set forth herein. 9.8 Time. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THE PARTIES’ OBLIGATIONS UNDER THIS AGREEMENT. 9.9 Counterpart Execution; Facsimile. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one document. This Agreement may also be executed and delivered via facsimile or email and a facsimile signature or a scanned copy of a signature delivered by email shall have the same legal effect as an original signature. 9.10 Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. 9.11 Time Calculations. Should the calculation of any of the various time periods provided for herein result in an obligation becoming due on a Saturday, Sunday or legal holiday, then the due date of such obligation or scheduled time of occurrence of such event shall be automatically extended until the next business day. 9.12 Merger Provision. Except as expressly set forth herein, any and all rights of action of Buyer for any breach by Seller of any representation, warranty or covenant contained in this Agreement shall merge with the Grant Deed and other instruments executed at Close of Escrow, shall terminate at the Close of Escrow and shall not survive the Close of Escrow. All other provisions of this Agreement which are intended by their terms to survive the Close of Escrow or a termination of this Agreement shall survive the Close of Escrow or a termination of this Agreement. 14.b Packet Pg. 166 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 12 9.13 Further Assurances. Buyer and Seller agree to execute all documents and instruments reasonably required in order to consummate the purchase and sale herein contemplated and to do such further acts as may be necessary, desirable, or proper to carry out more effectively the purposes of this Agreement. 9.14 Severability. If any portion of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. 9.15 Amendments. This Agreement may be amended only by written agreement signed by both of the parties hereto. 9.16 Exhibits Incorporated by Reference. All exhibits attached to this Agreement are incorporated into this Agreement by reference. 9.17 No Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 9.18 Attorneys’ Fees. With regard to any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all reasonable costs, charges, and expenses, including attorneys’ fees and expert costs and fees, expended or incurred in connection therewith IN WITNESS WHEREOF, the parties have executed this Agreement of Purchase and Sale as evidenced by their respective signatures below. SELLER THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation By: Tily Shue, Senior Counsel Date: BUYER City of San Luis Obispo, a California charter city By: Katie Lichtig, City Manager Date: 14.b Packet Pg. 167 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) 13 ATTEST: ______________________________ Carrie Gallagher, City Clerk APPROVED AS TO FORM: ____________________________ Christine Dietrick, City Attorney 14.b Packet Pg. 168 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) Exhibit A, Page 1 EXHIBIT A Legal Description of the Real Property Real property in the Unincorporated Area of the County of San Luis Obispo, State of California, described as follows: PARCEL 1: LOT 1 AND THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 8 AND LOT 1 OF SECTION 5 ALL IN TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL. (CERTIFICATE OF COMPLIANCE RECORDED APRIL 30, 1984 AS INSTRUMENT NOS. 1984-21812 AND 1984-21813, BOTH OF OFFICIAL RECORDS.) PARCEL 2: GOVERNMENT LOTS 2, 3 AND 4 OF SECTION 8 IN TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL. (CERTIFICATE OF COMPLIANCE RECORDED APRIL 30, 1984 AS INSTRUMENT NO. 1984-21814 OF OFFICIAL RECORDS.) APN: 076-051-011 14.b Packet Pg. 169 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) Exhibit B, Page 1 EXHIBIT B Form of Grant Deed Recording Requested By and When Recorded Mail to: ____________________________ ____________________________ ____________________________ Attn: ______________________ MAIL TAX STATEMENTS TO: ____________________________ ____________________________ ____________________________ Attn: ______________________ GRANT DEED Assessor Parcel Numbers: 076-051-011 For valuable consideration, receipt of which is acknowledged, The Trust for Public Land, a California nonprofit public benefit corporation (“Grantor”), hereby grants to the City of San Luis Obispo, a California chartered city (“Grantee”), the real property in the County of San Luis Obispo, State of California, described in Exhibit A attached hereto and made a part hereof (the “Property”). TOGETHER WITH all of the right, title, and interest in all minerals and mineral rights of every name, nature, kind and description including coal, oil, gas, petroleum and the products thereof and to the geothermal rights which are owned by GRANTOR and which are upon or appurtenant to said land. TOGETHER with the tenements, hereditaments, and appurtenances thereunto belonging or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof. This conveyance is an AS-IS transaction and is also subject to all other matters appearing of record or known to Grantee that can be ascertained by an inspection of said Property and is made without any warranty expressed or implied as to the suitability of said Property for any purpose. 14.b Packet Pg. 170 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) Exhibit B, Page 2 IN WITNESS WHEREOF, Grantor has caused this instrument to be duly executed. Dated: ___________, 201_. GRANTOR: THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation By: _________________________ Tily Shue, Senior Counsel 14.b Packet Pg. 171 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) Exhibit B, Page 3 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION Real property in the Unincorporated Area of the County of San Luis Obispo, State of California, described as follows: PARCEL 1: LOT 1 AND THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 8 AND LOT 1 OF SECTION 5 ALL IN TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL. (CERTIFICATE OF COMPLIANCE RECORDED APRIL 30, 1984 AS INSTRUMENT NOS. 1984-21812 AND 1984-21813, BOTH OF OFFICIAL RECORDS.) PARCEL 2: GOVERNMENT LOTS 2, 3 AND 4 OF SECTION 8 IN TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL. (CERTIFICATE OF COMPLIANCE RECORDED APRIL 30, 1984 AS INSTRUMENT NO. 1984-21814 OF OFFICIAL RECORDS.) APN: 076-051-011 14.b Packet Pg. 172 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) Exhibit C, Page 1 EXHIBIT C Form of Non-foreign Affidavit CERTIFICATION BY ENTITY TRANSFEROR THAT IS NOT A FOREIGN CORPORATION, PARTNERSHIP, TRUST OR ESTATE Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign corporation, partnership, trust, or estate. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation (“Transferor”), the undersigned hereby certifies the following, on behalf of Transferor: a. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); b. The U.S. employer identification number of Transferor is 23-7222333; and c. Transferor’s office address is: 101 Montgomery Street, Suite 900, San Francisco, CA 94104 Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief, it is true, correct, and complete. Dated: ____________, 201_. TRANSFEROR: THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation By: Tily Shue, Senior Counsel 14.b Packet Pg. 173 Attachment: b - Purchase and Sale Agreement (1473 : Waddell Ranch Open Space Acquisition) Map Set – Waddell Ranch 14.c Packet Pg. 174 Attachment: c - Map Set (1473 : Waddell Ranch Open Space Acquisition) Map Set – Waddell Ranch 14.c Packet Pg. 175 Attachment: c - Map Set (1473 : Waddell Ranch Open Space Acquisition) Photo Set – Waddell Ranch The Waddell Ranch as seen from the City’s existing Irish Hills Natural Reserve The upper valley and pond area of the Waddell Ranch with Los Osos Valley and Morro Bay in the far background 14.d Packet Pg. 176 Attachment: d - Photo Set (1473 : Waddell Ranch Open Space Acquisition) Letters of Support 14.e Packet Pg. 177 Attachment: e - Letters of Support for EEM Grant (1473 : Waddell Ranch Open Space Acquisition) 14.e Packet Pg. 178 Attachment: e - Letters of Support for EEM Grant (1473 : Waddell Ranch Open Space Acquisition) 14.e Packet Pg. 179 Attachment: e - Letters of Support for EEM Grant (1473 : Waddell Ranch Open Space Acquisition) 14.e Packet Pg. 180 Attachment: e - Letters of Support for EEM Grant (1473 : Waddell Ranch Open Space Acquisition) 14.e Packet Pg. 181 Attachment: e - Letters of Support for EEM Grant (1473 : Waddell Ranch Open Space Acquisition) 14.e Packet Pg. 182 Attachment: e - Letters of Support for EEM Grant (1473 : Waddell Ranch Open Space Acquisition)