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
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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.
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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).
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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
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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;
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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:
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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
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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."
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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
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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
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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
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(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
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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
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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
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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)