HomeMy WebLinkAboutReso 12-21.PSA.Dog.Beach v2RESOLUTION NO. 12-21
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF MORRO BAY, CALIFORNIA
APPROVING THE ACQUISITION OF TWO PARCELS APN 065-022-011 AND
APN 073-075-016, MORE COMMONLY KNOWN AS DOG BEACH AND
AUTHORIZING THE MAYOR TO EXECUTE A PURCHASE AND SALE
AGREEMENT WITH THE CAYUCOS SANITARY DISTRICT AND FINDING
THE ACQUISITION IS EXEMPT FROM THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT
THE CITY COUNCIL
City of Morro Bay, California
WHEREAS, the City of Morro Bay and the Cayucos Sanitary District have
negotiated a purchase and sale agreement ("PSA") for the acquisition of APNs 065-022-
011 and 073-075-016, more commonly known as Dog Beach" ("Property') for a
purchase price of Three Hundred Thirty -Eight Thousand Five Hundred Dollars
($338,050); and
WHEREAS, the funds necessary to acquire the Property are being contributed to
the City as follows: (i) $150,000 from the State Coastal Conservancy ("SCC' ); and (ii)
$188,050 from the Land Conservancy of San Luis Obispo County; and
WHEREAS, as a condition to the SCC contribution, a restrictive covenant is to be
recorded against the Property restricting its use for public uses ("Restrictive Covenant");
and
WHEREAS, although the funds are being contributed for the purchase price of
the Property, City will be responsible for payment of certain standard closing costs as set
forth in the PSA ("City s Closing Costs"); and
WHEREAS, Government Code Section 37350 states that the City may purchase,
lease, receive, hold and enjoy real and personal property and control and dispose of it
for the common benefit; and
WHEREAS, Pursuant to California Government Code Section 65402(a), the
Planning Commission of the City of Morro Bay conducted a hearing on May 19, 2020
and adopted Resolution 12-20 finding purchase of the Property for public purposes
consistent with the City of Morro Bay General Plan; and
WHEREAS, the acquisition of the Property will be for public purposes; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Morro
Bay, California, as follows:
Section 1: Findings related to the California Environmental Quality Act
1. Pursuant to the California Environmental Quality Act, the project is categorically
exempt under Section 15601(b)(3) of the guidelines consistent with the general
rule that CEQA applies only to projects which have the potential for causing a
01181.0001/703642.1
significant effect on the environment. Where it can be seen with certainty that
there is no possibility that the activity in question may have a significant effect on
the environment, the activity is not subject to CEQA. The activity in question is
not a project, but instead is the purchase of property.
2 The exceptions to the categorical exemptions identified in Section 15300 2 of the
guidelines do not apply.
Section 2: Findings related purchase.
1. The City Council authorizes the Mayor to execute the final PSA attached as
Exhibit A to this Resolution, for purchase of the Property by the City consistent
with the terms outlined in the Staff Report, subject to such non -substantive or
minor modifications or amendments as may be necessary to complete the
transaction contemplated hereby, and subject further to the City Attorney's
approval as to form.
2 City Council authorizes the payment of the City's Closing Costs.
3. The City Manager or his designee shall negotiate and execute the Restrictive
Covenant and such other instruments in a form approved by the City Attorney,
and take any and all other actions, as may be reasonably necessary to complete
the acquisition the Property and to close the escrow pursuant to the PSA.
Without limiting the generality of the foregoing, the City Manager or his designee
is hereby authorized to execute a certificate of acceptance to be attached to the
grant deed conveying the Property to the City.
PASSED AND ADOPTED by the City Council of the City of Morro Bay at a
regular meeting thereof held on the 23rd day of March 2021 on the following vote:
AYES. Headding, Addis, Barton, Davis
NOES. Heller
ABSENT: None
John adding, Mayor
ATTEST:
4eRS
Cana Swanson, City Clerk
01181.0001/703642.1
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT
ESCROW INSTRUCTIONS ("Agreement") is made this u2 , day of iklafaci2 , 202 I by and
between the CITY OF MORRO BAY, a California municipal corporation ("Buyer"), and GAYUCOS
SANITARY DISTRICT, a political subdivision of the State of California ("Seller").
RECITALS:
A. Seller is the fee owner of certain unimproved land consisting of approximately 15 26
acres located along the sea shore in the unincorporated area of the County of San Luis Obispo,
State of California as legally described on Exhibit A-1 and depicted on Exhibit A--2 ("Property"). The
Property is commonly referred to as "Dog Beach." The Property is comprised of two (2) parcels which
are separately identified on Exhibits A-1 and A-2 as Lot 6SW and Lot 6NW.
B. Seller acquired the Property from Chevron Land and Development Company, a
Delaware corporation ("Chevron") as follows: (i) Lot 6NW was acquired pursuant to that certain
Grant Deed recorded on September 17, 2019 as Instrument No 2019-,039327 in the Official Records
of San Luis Obispo County ("Official Records"); and (ii) Lot 6SW was acquired that certain Grant
Deed recorded on September 17, 2019 as Instrument No. 2019-039329 in the Official Records
("Grant Deeds") both of which contain certain provisions which purport to run with the land as
covenants.
C. Seller acquired Lot 6SW subject to rights in favor of Chevron as contained in that
certain Memorandum of Repurchase Rights/Options recorded September 17, 2019 as Instrument
No. 2019-039330 in the Official Records ("Repurchase Rights") which must be released of record
prior to closing pursuant to documents acceptable to the Title Company ("Chevron Release").
D. Seller, Buyer, Chevron and The Trust for Public Land, a California non-profit public
benefit corporation ("TPL"), previously executed that certain Memorandum of Understanding dated
January 31, 2020 as amended by that certain First Amendment to Memorandum of Understanding
(collectively the "MOU"). Although the MOU is not contractually binding, the parties are working in
good faith to accomplish the transaction reflected therein.
E. TPL has committed to provide One Hundred Eighty -Eight Thousand Fifty Dollars
(SI 88,050) of the funds for Buyer to acquire the Property ("TPL Contribution").
F. Buyer will receive One Hundred Fifty Thousand Dollars (S150,000) in grant funds from
the State Coastal Conservancy ("Conservancy Contribution") Buyer has agreed to execute and
acknowledge in a form as required by the State Coastal Conservancy ("Conservancy") an
irrevocable offer to dedicate the property to the Conservancy which will contain covenants and
restrictions on the use, encumbrance and transferring or conveying and which will be recorded
against the Property immediately following Buyer's acquisition of title ("Conservancy Restriction
Agreement") to secure the Conservancy's interest.
G. Seller desires to sell to Buyer and Buyer agrees to buy, the Property upon the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
incorporating the Recitals, the parties hereto agree as follows:
TERMS AND CONDITIONS:
01181.00211651974.8 1
1. PURCHASE AND SALE OF PROPERTY. Pursuant to the terms and subject to the
conditions of this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell to
Buyer, the Property in its AS -IS, WHERE -IS, with ALL FAULTS condition.
2. EFFECTIVE DATE; OPENING OF ESCROW.
2.1 Effective Date. This Agreement shall be deemed effective upon the last to occur of:
(i) execution of this Agreement by Seller after the approval of its Board; and (ii) execution of this
Agreement by Buyer after approval of the City Council ("Effective Date").
2.2 Opening of Escrow. Within three (3) days after the Effective Date, the parties shall
open an escrow (Escrow) with First American Title Insurance Company (Escrow Holder) Lisa A.
Bertrand, 899 Pacific Street, San Luis Obispo, CA 93401 (805 786-2038; Ibertrand(a�firstam com) by
causing an executed copy of this Agreement to be deposited with Escrow Holder which Escrow
Holder shall sign and accept. Escrow shall be deemed opened upon the last to occur of ( Opening
of Escrow' ): (i) the executed copy of this Agreement; and (ii) the Deposit (defined in Section 3.2.a).
3. PURCHASE PRICE; PAYMENT OF PURCHASE PRICE.
3.1 Purchase Price. The purchase price of the Property is Three Hundred Thirty -Eight
Thousand Fifty Dollars ($338,050) ("Purchase Price') which is the purchase price paid by Seller
to acquire the Property from Chevron. The Purchase Price has been affirmed as the fair market value
as set forth in that certain third party appraisal dated May 15, 2019 prepared by Schenberger, Taylor,
McCormick and Jecker, Inc.
3.2 Payment of Purchase Price.
a. Deposit. Within three (3) days of the Effective Date, Buyer shall deliver to Escrow
Holder the sum of One Thousand Dollars ($1,000) (Deposit").
b Balance of Purchase Price.
(i) TPL shall deliver the TPL Contribution to Escrow Holder in Good Funds (as
defined below) at least one (1) business day prior to the Closing Date.
(ii) The State Coastal Conservancy shall deliver via state warrant for One Hundred
Fifty Thousand Dollars ($150,000) at least one (1) business day prior to the
Closing Date.
(iii) Buyer shall deliver the balance of the Purchase Price to Escrow Holder in Good
Funds at least one (1) business day prior to the Closing Date.
3.3 Good Funds. All funds deposited in Escrow shall be in ' Good Funds" which means
a wire transfer of funds, cashier s or certified check drawn on or issued by the offices of a financial
institution located in the State of California.
4. FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER.
4.1 Seller. Seller agrees that on or before 12:00 noon at least one (1) business day prior
to the Closing Date, Seller will deposit (or cause to be deposited) with Escrow Holder such funds
and other items and instruments (executed and acknowledged, if appropriate) as may be necessary
in order for the Escrow Holder to comply with this Agreement, including without limitation:
01151.0021 /651974.8 2
Grant Deed in the form of Exhibit B ("Grant Deed").
ii. Chevron Release.
A Non -Foreign Affidavit as required by federal law.
iv. Two (2) copies of an Assignment of Intangibles in the form of Exhibit C
("Assignment").
v. An owner's affidavit and any other document, instrument or agreement necessary to
consummate the transactions contemplated herein reasonably requested by the Title
Company,
vi, Such funds and other items and instruments as may be necessary in order for Escrow
Holder to comply with this Agreement.
4.2 Buyer. Buyer agrees that on or before 12:00 noon at least one (1) business day prior
to the Closing Date, Buyer will deposit (or cause to be deposited) with Escrow Holder all additional
funds and/or documents (executed and acknowledged, if appropriate) which are necessary to
comply with the terms of this Agreement, including without limitation:
The balance of the Purchase Price.
if. Two (2) copies of the Assignment.
Conservancy Restriction Agreement executed by Buyer.
iv. The executed Certificate of Acceptance Deed to be attached to the Grant Deed
("Certificate of Acceptance").
v. Preliminary Change of Ownership Statement completed in the manner required in
San Luis Obispo County ("PCOR").
vi. Such funds and other items and instruments as may be necessary in order for Escrow
Holder to comply with this Agreement.
4.3 Recordation, Filing, Completion and Distribution of Documents. Escrow Holder
shall confirm that any documents signed in counterpart are matching documents and shall combine
the signature pages thereof so as to create fully executed documents. Escrow Holder will cause the
Chevron Release, the Grant Deed (with the Certificate of Acceptance attached) and Conservancy
Restriction Agreement ("Recording Documents') to be recorded in that specific order in the Official
Records of San Luis Obispo County so it can issue the Title Policy in accordance with Section
6;2. Promptly following Close of Escrow, Escrow Holder shall distribute Escrow Holder's final closing
statement, conformed copies of all recorded documents, and the Assignment to the parties.
5. CLOSING DATE: TIME IS OF ESSENCE.
5.1 Closing Date. Escrow shall close upon the later to occur of: (i) thirty (30) days after
the Effective Date, and (ii) ten (10) days after the Due Diligence Expiration Date ('Closing Date")
The terms "Close of Escrow' and/or 'Closing' are used herein to mean the time Recording
Documents are filed for recording by the Escrow Holder in the Official Records.
01181.0021/651974.8 3
5.2 Possession. Upon the Close of Escrow, Seller shall deliver exclusive possession of
the Property to Buyer.
5.3 Time is of Essence. Buyer and Seller specifically agree that time is of the essence
under this Agreement.
5.4 Authority of District Manager. Seller by its execution of this Agreement agrees that
its District Manager or his/her designee (who has been designated by District Manager's written
notice delivered to Buyer and Escrow Holder) shall have the authority to execute documents on
behalf of Seller including, but not limited to, issuing approvals, disapprovals and extensions Any
such approval, disapproval or extension executed by the District Manager or his/her designee shall
be binding on Seller.
5.5 Authority of City Manager. Buyer by its execution of this Agreement agrees that its
City Manager or his/her designee (who has been designated by City Manager's written notice
delivered to Seller and Escrow Holder) shall have the authority to execute documents on behalf of
Buyer including, but not limited to, issuing approvals, disapprovals and extensions. Any such
approval, disapproval or extension executed by the City Manager or his/her designee shall be binding
on Buyer.
6. TITLE POLICY.
6.1 Title Approval. Buyer has received that certain preliminary title report #6192204
issued by First American Title Insurance Company ("Title Company') (amended) dated as of May
1, 2020 ("PTR") and approves (i) PTR Exceptions 3 through 17, inclusive; Exceptions 18 & 19 but
modified to only refer to the indemnity agreement in those deeds; and Exception 24 modified to
provide coverage for the grant of water rights specified in the Grant Deed; (ii) the retained easements
in the Grant Deed; (iii) the Conservancy Restriction Agreement; and (iii) any exceptions caused by
Buyer (collectively the 'Approved Exceptions"). Buyer's title approval also requires the following
endorsements to be issued: (i) against surface right of entry and (endorsements ALTA 9.1-06; 19-
06; and 8.2-06 ("Required Endorsements").
6.2 Amendments to PTR. Upon the issuance of any amendment or supplement to the
PTR which adds exceptions, Buyer shall have ten (10) days to approval or disapprove in writing any
additional exception. If Buyer disapproves same, Seller shall have five (5) days to agree to cause
the exception to be removed or endorsed by an endorsement reasonably acceptable to Buyer which
endorsement shall be a Required Endorsements.
6.3 Title Policy. At the Close of Escrow, Escrow Holder shall furnish Buyer with an ALTA
non -extended owner's policy of title insurance insuring title to the Property vested in Buyer with
coverage in the amount of the Purchase Price showing only the Approved Exceptions together with
the Required Endorsements (' Title Policy"). The cost of the Title Policy to Buyer shall be paid by
Seller but Buyer shall be obligated pay for any additional endorsements except the Required
Endorsements. If Buyer desires to obtain an ALTA extended coverage owner's title policy, Buyer
shall deliver an ALTA survey, at Buyer's cost, to Title Company at least ten (10) days prior to the
Closing Date and Buyer shall pay the additional cost for the extended coverage.
7. DUE DILIGENCE.
7.1 Due Diligence. Prior to the Effective Date, Seller has provided to Buyer a copy of
that an Environmental Phase I Site Assessment dated February 20, 2020 issued by Haro
Environmental ("Phase I Report' ). Within two (2) days of the Effective Date, Seller shall deliver all
01181.0021/651974.8 4
other information and .reports regarding the Property in its possession to Buyer. Escrow Holder is
directed to order the NHD Report as defined below. Buyer shall have the right at its cost to conduct
such engineering,,feasibility studies, soils tests environmental studies and other investigations as
Buyer, in its sole discretion, may desire, to permit Buyer to determine the suitability of the Property
for Buyer's contemplated uses and to conduct such other review and investigation which Buyer
deems appropriate. The Phase I Report, the NHD Report and all other documents delivered to Buyer
are collectively hereinafter referred to as "Disclosure Documents." Buyer acknowledges that any
information and materials provided or to be provided by Seller with respect to the Property (including,
without limitation, the Disclosure Documents) were obtained from a variety of sources and third
parties, and that Seller has not made any independent investigation or verification of such information
and materials, and that Seller, therefore, disclaims any representations or warranties as to the
accuracy or the completeness of such information and materials but has delivered full and accurate
copies of all such materials to Buyer prior to Opening of Escrow and, as of the Closing, is deemed
to have assigned them to Buyer
7.2 Due Diligence Expiration Date. Buyer shall have ten (10) days from receipt of the
Disclosure Documents ("Due Diligence Expiration Date") to review and approve the condition of
the Property and the Disclosure Documents. If Buyer disapproves the condition of the Property
Buyer must deliver to Seller written notice of such disapproval and its election to terminate this
Agreement ("Termination Notice"). If Buyer does not deliver Termination Notice in the time and
manner specified, Buyer shall be deemed to have approved the condition of the Property.
7.3 Natural Hazard Disclosure Report. Upon Opening of Escrow, Escrow Holder shall
promptly order a commercial Natural Hazards Disclosure report for the Property from First American
Natural Hazard Disclosures ("NHD Report") to be promptly delivered to Buyer for Buyer's approval.
8. Right to Enter the Property. As of the Effective Date, Seller grants Buyer, its agents and
employees a limited license to enter upon the Property for the purpose of conducting engineering
surveys, soil tests, investigations or other studies reasonably necessary to evaluate the condition of
the Property, which studies, surveys, reports, investigations and tests shall be done at Buyer's sole
cost and expense. Prior to entry onto the Property, Buyer shall (i) conduct all studies in a diligent,
expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the
Property during or after such investigation (ii) comply with all applicable laws and governmental
regulations; (Hi) keep the Property free and -clear of all materialmen s liens, lis pendens and other
liens arising out of the entry and work performed under this provision; (iv) maintain insurance for an
all-risk public liability insurance policy written on a per occurrence and not claims made basis in a
combined single limit of not less than TWO MILLION DOLLARS ($2,000,000) which insurance
names Seller as additional insured; and (v) agree to defend, indemnify and hold the Seller harmless
from all claims, liabilities, damages, losses, costs, expenses (including, without limitation reasonable
attorneys' fees), actions and causes of action arising out of any entry onto the Property by, or any
Inspections or studies performed by Buyer its agents, contractors or representatives.
9. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.
9.1 Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement
are subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following
conditions precedent (' Buyer's Conditions Precedent"):
Title Company will issue the Title Policy as specified in Section 6.3.
ii. Chevron has delivered the Chevron Release to Escrow Holder.
01181.0021/651974.8 5
iii. The TPL Funds have been delivered to Escrow Holder to be applied to the Purchase Price.
iv. The Conservancy Contribution has been delivered to Escrow Holder to be applied to the
Purchase Price.
v. The Conservancy Restriction Agreement has been delivered to Escrow Holder with
authorization to record it.
vi. Seller is not in default of its obligations under this Agreement.
9.2 Conditions to Seller's Obliatioros. The obligations of Seller under this Agreement
are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following
conditions precedent:
i. The balance of the Purchase Price has been delivered to Escrow Holder.
ii. Chevron has delivered the Chevron Release to Escrow Holder with authorization to record
it.
iii. Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller
pursuant to this Agreement.
iv. Buyer is not in default of its obligations under this Agreement.
'I0. LIQUIDATED DAMAGES. IF BUYER SHOULD DEFAULT UNDER THIS AGREEMENT,
THEN BUYER AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF
SUCH DEFAULT BY BUYER OR FAILURE OF ESCROW TO CLOSE ON OR BEFORE THE
CLOSING DATE, WHICH DAMAGES SHALL BE IMPRACTICAL AND EXTREMELY DIFFICULT,
IF NOT IMPOSSIBLE, TO ASCERTAIN. BUYER AND SELLER, IN A REASONABLE EFFORT
TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH DEFAULT
BY BUYER HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT SHALL
BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER
THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. IN
THE EVENT OF AND FOR SUCH DEFAULT BY BUYER, THE DEPOSIT SHALL BE SELLER'S
SOLE MONETARY REMEDY THEREFOR, UNLESS BUYER WRONGFULLY REFUSES TO
CAUSE ESCROW HOLDER TO CANCEL THE ESCROW, IN WHICH INSTANCE SELLER SHALL
ALSO BE ENTITLED TO ALL ACTUAL THIRD -PARTY COSTS AND EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES INCURRED BY SELLER WHICH MAY RESULT FROM
BUYER'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND THIS AGREEMENT. THE
FOREGOING LIMITATION OF DAMAGES SHALL NOT APPLY TO BUYER'S INDEMNITY
NITY
OBLIGATIONS.
Sell s nitials Buyer's Initials
11. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
11.1. Representations and Warranties. Seller makes the following representations and
warranties to Buyer, each of which is true in all respects as of the Effective Date and shall be true in
all respects as of the Close of Escrow:
(a) Seller has delivered complete copies of all documents regarding the Property
which are in Seller's possession or control.
01181.0021/651974.5
6
iii. The TPL Funds have been delivered to Escrow Holder to be applied to the Purchase Price.
iv. The Conservancy Contribution has been delivered to Escrow Holder to be applied to the
Purchase Price.
The Conservancy Restriction Agreement has been delivered to Escrow Holder with
authorization to record it.
vi. Seller is not in default of its obligations under this Agreement.
9.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement
are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following
conditions precedent:
1. The balance of the Purchase Price has been delivered to Escrow Holder.
ii. Chevron has delivered the Chevron Release to Escrow Holder with authorization to record
it.
Hi. Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller
pursuant to this Agreement.
iv. Buyer is not in default of its obligations under this Agreement.
10. LIQUIDATED DAMAGES. IF BUYER SHOULD DEFAULT UNDER THIS AGREEMENT,
THEN BUYER AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF
SUCH DEFAULT BY BUYER OR FAILURE OF ESCROW TO CLOSE ON OR BEFORE THE
CLOSING DATE WHICH DAMAGES SHALL BE IMPRACTICAL AND EXTREMELY DIFFICULT,
IF NOT IMPOSSIBLE, TO ASCERTAIN BUYER AND SELLER, IN A REASONABLE EFFORT
TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH. DEFAULT
BY BUYER HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT SHALL
BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER
THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. IN
THE EVENT OF AND FOR SUCH DEFAULT BY BUYER THE DEPOSIT SHALL BE SELLER'S
SOLE MONETARY REMEDY THEREFOR, UNLESS BUYER WRONGFULLY REFUSES TO
CAUSE ESCROW HOLDER TO CANCEL THE ESCROW, IN WHICH INSTANCE SELLER SHALL
ALSO BE ENTITLED TO ALL ACTUAL THIRD -PARTY COSTS AND EXPENSES INCLUDING
REASONABLE ATTORNEYS' FEES INCURRED BY SELLER WHICH MAY RESULT FROM
BUYER'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND THIS AGREEMENT. THE
FOREGOING LIMITATION OF DAMAGES SHALL NOT APPLY TO BUY ''S INDEMNITY
OBLIGATIONS.
Seller's Initials Buyer'
irs
11. SELLER'S REPRESENTATIONS, WARRANTIES AND COV ANTS.
11.1. Representations and Warranties. Seller makes the following representations and
warranties to Buyer, each of which is true in all respects as of the Effective Date and shall be true in
all respects as of the Close of Escrow:
ais
(a) Seller has delivered complete copies of all documents regarding the Property
which are in Seller's possession or control.
01181.0021/651974.8 6
(b) Seller is not aware of any rights regarding the Property including, but not limited
to, options, leases, etc, except as disclosed in the PTR
(c) Seller has the power to execute, deliver and perform Seller's obligations under
this Agreement including the documents to be executed and delivered by Seller pursuant to
this Agreement.
11.2. Survival of Representations and Warranties. The representations and
warranties in this Section 11 shall survive the Closing and delivery of the Grant Deed.
11.3. Breach. If a breach of a representation or warranty occurs before Closing
and Buyer is aware of such a breach has occurred, the breach shall be grounds to terminate
this Agreement.
11.4. Seller Covenants. Until Closing, Seller shall not do anything which would
impair Seller's title to the Property. If Seller learns of any fact or condition which would cause
any of the warranties and representations in this Section not to be true as of the Closing,
Seller shall immediately give written notice of such fact or condition to Buyer.
12. CONDITION OF THE PROPERTY.
12.1. Limited Disclaimer of Warranties Upon the Close of Escrow, Buyer shall acquire
the Property in its "AS -IS, WHERE -IS with ALL FAULTS" condition without any representations and
warranties except as specifically set forth in this Agreement and Buyer shall be responsible for any
defects in the Property, whether patent or latent, including, without limitation, the physical,
environmental and geotechnical condition of the Property, and the existence of any contamination,
Hazardous Materials, vaults, debris, pipelines, or other structures located on, under or about the
Property. Except as specifically set forth in this Agreement, Seller makes no other representation or
warranty concerning the physical, environmental, geotechnical or other condition of the Property.
12.2. Hazardous Materials. Buyer understands and agrees that, in the event Buyer incurs
any loss or liability concerning Hazardous Materials (as hereinafter defined) and/or underground
storage tanks whether attributable to events occurring prior to or following the Closing, then Buyer
may look to prior owners of the Property, but in no event shall Buyer look to or pursue Seller for any
liability or indemnification regarding Hazardous Materials and/or underground storage tanks. Buyer,
from and after the Closing, hereby waives, releases, remises, acquits and forever discharges Seller,
and each of the entities constituting Seller, if any, of and from any and all Environmental Claims,
Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined
below, and from any and all actions suits, legal or administrative orders or proceedings, demands
actual damages, punitive damages loss, costs, liabilities and expenses, which concern or in any
way relate to the physical or environmental conditions of the Property, the existence of any
Hazardous Material thereon, or the release or threatened release of Hazardous Materials there from,
whether existing prior to, at or after the Closing It is the intention of the parties pursuant to this
release,that any and all responsibilities and obligations of Seller, and any and all rights, claims, rights
of action causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or
any affiliated entity of Buyer, has against the Seller, arising by virtue of the physical or environmental
condition of the Property, the existence of any Hazardous Materials thereon, or any release or
threatened release of Hazardous Material there from, whether existing prior to, at or after the Closing,
are by this release provision declared null and void and of no present or future force and effect as to
the parties; provided however, that no parties other than the Indemnified Parties (defined below)
shall be deemed third party beneficiaries of such release.
01181.0021/651974.8 7
In connection therewith, Buyer and each of the entities constituting Buyer, expressly agree
to waive any and all rights which said party may have with respect to such released claims under
Section 1542 of the California Civil Code which provides as follows:
"A general release does not extend to claims that the creditor or releasing party
does not know or suspect to exist in his or her favor at the time of executing the
release and that, if known 'yhim or her, would have materially affected his or her
settlement with he de • •• r or released party.'
Buyer Initials
Buyer and each r/e entities constituting Buyer, shall, from and after the Closing, defend,
indemnify and hold harmless Seller, its directors, officers, officials, employees, agents and
representatives (collectively, the "Indemnified Parties") from and against any and all Environmental
Claims, Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims,
actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at
any time from the physical and/or environmental conditions of the Property whether before or after
the Closing or from the existence of any Hazardous Materials or the release or threatened release
of any Hazardous Materials of any kind whatsoever, in, on or under the Property occurring at any
time whether before or after the Closing, including, but not limited to, all foreseeable and
u nforeseeable damages, fees, costs, losses and expenses, including any and reasonable attorneys
fees and environmental consultant fees and investigation costs and expenses, directly or indirectly
arising there from, and including fines and penalties of any nature whatsoever, assessed, levied or
asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result
of a violation or an alleged violation of any Environmental Law.
Seller Initials
For purposes of this Agreement, the following terms shall have the following meanings:
"Environmental Claim" means any claim for personal injury, death and/or property damage
made, asserted or prosecuted by or on behalf of any third party, including, without limitation, any
governmental entity, relating to the Property or its operations and arising or alleged to arise under
any Environmental Law.
"Environmental Cleanup Liability" means any cost or expense of any nature whatsoever
incurred to contain, remove, remedy clean up, or abate any contamination or any Hazardous
Materials on or under all or any part of the Property, including the ground water hereunder, including,
without limitation, (i) any direct costs or expenses for investigation, study, assessment legal
representation, cost recovery by governmental agencies, or ongoing monitoring in connection
therewith and (ii) any cost, expense, loss or damage incurred with respect to the Property or its
operation as a result of actions or measures necessary to implement or effectuate any such
containment, removal, remediation, treatment, cleanup or abatement.
"Environmental Compliance Cost" means any cost or expense of any nature whatsoever
n ecessary to enable the Property to comply with all applicable Environmental Laws in effect.
"Environmental Compliance Cost" shall include all costs necessary to demonstrate that the Property
is capable of such compliance.
"Environmental Law" means any federal, state or local statute, ordinance, rule, regulation,
o rder, consent decree judgment or common-law doctrine, and provisions and conditions of permits,
licenses and other operating authorizations relating to (i) 'pollution or protection of the environment,
including natural resources, (ii) exposure of persons, including employees, to Hazardous Materials
o r other products, raw materials, chemicals or other substances, (iii) protection of the public health
01181.0021/651974.8 8
In connection therewith, Buyer and each of the entities constituting Buyer, expressly agree
to waive any and all rights which said party may have with respect to such released claims under
Section 1542 of the California Civil Code which provides as follows:
66 , general release does not extend to claims that the creditor or releasing party
does not know or suspect to exist in his or her favor at the time of executing the
release and that, if known by him or her, would have materially affected his or her
settlement with the debtor or released party."
Buyer Initials Seller Initials
Buyer and each of the entities constituting Buyer, shall, from and after the Closing, defend,
indemnify and hold harmless Seller, its directors, officers, officials, employees, agents and
representatives (collectively, the "Indemnified Parties") from and against any and all Environmental
Claims, Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims,
actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at
any time from the physical and/or environmental conditions of the Property whether before or after
the Closing or from the existence of any Hazardous Materials or the release or threatened release
o f any Hazardous Materials of any kind whatsoever, in, on or under the Property occurring at any
time whether before or after the Closing, including, but not limited to, all foreseeable and
u nforeseeable damages, fees, costs, losses and expenses, including any and reasonable attorneys
fees and environmental consultant fees and investigation costs and expenses, directly or indirectly
arising there from, and including fines and penalties of any nature whatsoever, assessed, levied or
asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result
o f a violation or an alleged violation of any Environmental Law.
For purposes of this Agreement, the following terms shall have the following meanings:
"Environmental Claim" means any claim for personal injury, death and/or property damage
made, asserted or prosecuted by or on behalf of any third party, including, without limitation, any
governmental entity, relating to the Property or its operations and arising or alleged to arise under
any Environmental Law.
"Environmental Cleanup Liability" means any cost or expense of any nature whatsoever
incurred to contain, remove, remedy, clean up, or abate any contamination or any Hazardous
Materials on or under all or any part of the Property, including the ground water hereunder, including,
without limitation, (i) any direct costs or expenses for investigation, study, assessment, legal
representation, cost recovery by governmental agencies, or ongoing monitoring in connection
therewith and (ii) any cost, expense, Toss or damage incurred with respect to the Property or its
o peration as a result of actions or measures necessary to implement or effectuate any such
containment, removal, remediation, treatment, cleanup or abatement.
"Environmental Compliance Cost" means any cost or expense of any nature whatsoever
n ecessary to enable the Property to comply with all applicable Environmental Laws in effect.
"Environmental Compliance Cost" shall include all costs necessary to demonstrate that the Property
is capable of such compliance.
"Environmental Law" means any federal, state or local statute, ordinance, rule, regulation,
o rder, consent decree, judgment or common-law doctrine, and provisions and conditions of permits,
licenses and other operating authorizations relating to (i) pollution or protection of the environment,
including natural resources, (ii) exposure of persons, including employees, to Hazardous Materials
o r other products, raw materials, chemicals or other substances, (iii) protection of the public health
01181, 0021 /651974.5 8
or welfare from the effects of by-products wastes, emissions, discharges or releases of chemical
sub -stances from industrial or commercial activities, or (iv) regulation of the manufacture, use or
introduction into commerce of chemical substances, including, without limitation, their manufacture,
formulation, labeling, distribution, transportation, handling, storage and disposal.
"Hazardous Material(s)" is defined to include any hazardous or toxic substance, material or
waste which is or becomes regulated by any local governmental authority, the State of California or
the United States Government. The term "Hazardous Material" includes, without limitation, any
material or substance which is: (i) petroleum or oil or gas or any direct or derivate product or
byproduct thereof; (ii) defined as a "hazardous waste,' "extremely hazardous waste" or "restricted
hazardous waste' under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of
the California Health and Safety Code; (iii) defined as a "hazardous substance" under Section 25316
of the California Health and Safety Code; (iv) defined as a "hazardous material," "hazardous
substance' or "hazardous waste' under Sections 25501(o) and (p) and 25501.1 of the California
Health and Safety Code (Hazardous Materials Release Response Plans and Inventory); (v) defined
as a "hazardous substance" under Section 25281 of the California Health and Safety Code
(Underground Storage of Hazardous Substances); (vi) "used oil' as defined under Section 25250 1
of the California Health and Safety Code; (vii) asbestos; (viii) listed under Article 9 or defined as
hazardous or extremely hazardous pursuant to Article 1 of Title 22 of the California Code of
Regulations, Division 4 Chapter 30, (ix) defined as 'waste' or a "hazardous substance' pursuant to
the Porter -Cologne Act, Section 13050 of the California Water Code; (x) designated as a "toxic
pollutant" pursuant to the Federal Water Pollution Control Act, 33 U S.C. §1317; (xi) defined as a
'hazardous waste' pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C.
§6901, et seq. (42 U.S.G. §6903); (xii) defined as a "hazardous substance" pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601, et seq.
(42 U.S C. §9601); (xiii) defined as "Hazardous Material" or a "Hazardous Substance" pursuant to
the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq ; or (xiv) defined as such or
regulated by any "Superfund" or "Superlien" law, or any other federal, state or local law, statute,
ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or
standards of conduct concerning Hazardous Materials, oil wells, underground storage tanks and/or
pipelines, as now or at any time hereafter, in effect.
Buyer's release and indemnification as set forth in the provisions of this Section shall survive
the Closing and shall continue in perpetuity. Nothing herein shall limit Buyer's rights to pursue any
other prior owners who may be liable for any contamination or other matters affecting the Property
and Seller shall cooperate with Buyer with respect to any such claim.
13. ESCROW PROVISIONS.
13.1 Escrow Instructions. Sections 1 through 6, 8, and 13 through 15, inclusive,
constitute the escrow instructions to Escrow Holder, If required by Escrow Holder, Buyer and Seller
agree to execute Escrow Holder's standard escrow instructions, provided that the same are
consistent with and do not conflict with the provisions of this Agreement. In the event of any such
conflict, the provisions of this Agreement shall prevail. The terms and conditions in sections of this
Agreement not specifically referenced above are additional matters for information of Escrow Holder,
but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow
Holder's general provisions directly from Escrow Holder and will execute such provision upon Escrow
Holder's request To the extent that the general provisions are inconsistent or conflict with this
Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only,
Buyer and Seller agree to execute additional instructions, documents and forms provide by Escrow
Holder that are reasonably necessary to close Escrow.
01181 0021/651974.8 9
13.2 General Escrow Provisions. Escrow Holder shall deliver the Title Policy to the
Buyer and instruct the San Luis Obispo County Recorder to mail (i) the Chevron Release and the
Grant Deed to Buyer at the address set forth in Section 14 after recordation; and (ii) the recorded
Conservancy Restriction Agreement to the Conservancy as set forth at the top of that document. All
funds received in this Escrow shall be deposited in one or more general escrow accounts of the
Escrow Holder with any bank doing business in Southern California and may be disbursed to any
other general escrow account or accounts. All disbursements shall be according to that party's
instructions.
13.3 NO Proration of Real Property Taxes. As both parties are public agencies, no
proration of real estate taxes shall be made. However, any real property taxes applicable to the
Property for any reason shall be the sole responsibility of Seller.
13.4 Payment of Costs.
a. Cost Allocation. Seller shall pay the costs for the Title Policy (non -extended ALTA
owner's policy), all Required Endorsements, the cost of the NHD Report, and one-half
(1/2) of the escrow costs ("Seller's Charges"). Buyer shall pay the cost of any additional
endorsements to the Title Policy requested by Buyer or for ALTA extended coverage
owner's policy (as provided in Section 6.3), one-half (1/2) of the escrow fees, and any
charges incurred by Buyer's acts ("Buyer's Charges").
NOTE No documentary transfer taxes are payable pursuant to R&T Code Section
11922. No recording fees are payable for any of the Recording Documents as all the
parties are governmental agencies exempt under Govt Code Section 6103.
All other costs of Escrow not otherwise specifically allocated by this Agreement shall be
apportioned between the parties in a manner consistent with the custom and usage of
Escrow Holder.
b. Closing Statement. At least two (2) business days prior to the Closing Date, Escrow
Holder shall furnish Buyer and Seller with a preliminary Escrow closing statement which
shall include each party s respective shares of costs. The preliminary closing statement
shall be approved in writing by the parties. As soon as reasonably possible following the
Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement
to each party.
13.5 Termination and Cancellation of Escrow. If Escrow fails to close due to a failure
of a condition precedent, then the party in whose favor the condition precedent runs may elect to
cancel this Escrow upon written notice to the other party and Escrow Holder. Upon cancellation,
Escrow Holder is instructed to return (i) the funds in accordance with the foregoing provisions of this
Agreement, and (ii) all documents then in Escrow to the respective depositor of the same with Escrow
Holder. Cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights
Buyer or Seller may have against each other arising from the Escrow or this Agreement.
13.6 Information Report. Escrow Holder shall file and Buyer and Seller agree to
cooperate with Escrow Holder and with each other in completing any report ("Information Report")
and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal
Revenue Code Section 60451 regarding the real estate sales transaction contemplated by this
Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be
hereinafter modified or amended by the Internal Revenue Service or as may be required pursuant
to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto
01181.0021/651974.8 10
Buyer and Seller also agree that Buyer and Seller, their respective employees and attorneys, and
Escrow Holder and its employees may disclose to the Internal Revenue Service, whether pursuant
to such Information Report or otherwise any information regarding this Agreement or the
transactions contemplated herein as such party reasonably deems to be required to be disclosed to
the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 60451, and
further agree that neither Buyer nor Seller shall seek to hold any such party liable for the disclosure
to the Internal Revenue Service of any such information
13.7 No Withholding as Foreign Seller. Seller represents and warrants to Buyer that
Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal
Revenue Code Section 1445 or an out-of-state seller under California Revenue and Tax Code
Section 18805 and that it will deliver to Buyer on or before the Close of Escrow a non -foreign affidavit
on Escrow Holders standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the
Regulations promulgated thereunder and a California Form 590-RE.
13.8 Brokerage Commissions. Seller and Buyer each represent and warrant to the other
that no third party is entitled to a broker s commission and/or finder's fee with respect to the
transaction contemplated by this Agreement. Buyer and Seller each agree to indemnify and hold the
other parties harmless from and against all liabilities costs, damages and expenses, including,
without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon
agreements by it, if any, to pay a broker s commission and/or finder's fee. The obligations under this
provision shall survive Closing.
14. NOTICES Any notice which either party may desire to give to the other party or to the Escrow
Holder must be in writing and may be given by (i) personal delivery which will be deemed received
the following day; (ii) by national overnight delivery service which will be deemed received the
following business day; or (iii) by mailing the same by registered or certified mail, return receipt
requested which will be deemed delivered three (3) days after depositing same in the mail,
addressed to the party to whom the notice is directed as set forth below, or such other address and
to such other persons as the parties may hereafter designate:
To City of Morro Bay
Buyer: 595 Harbor Street
Morro Bay, CA 93442
Attention: City Manager
With a Copy to:
To Seller:
With a Copy to:
01181.0021/651974.8
Aleshire & Wynder, LLP
18881 Von Karman Avenue, Suite 1700
Irvine CA 92612
Attention: Chris Neumeyer, City Attorney
Cayucos Sanitary District
200 Ash Avenue
P.O. Box 333
Cayucos, CA 93430
Attn: Rick Koon, District Manager
Timothy J. Carmel
Carmel & Naccasha, LLP
1410 March Street
San Luis Obispo, CA 93401
11
To Escrow Holder:
First American Title Insurance Company
899 Pacific Street
San Luis Obispo, CA 93401
Lisa A. Bertrand, Escrow Officer
15. GENERAL PROVISIONS.
15.1 Assignment. Neither party may assign this Agreement without the prior written
consent of the other party This Agreement shall be binding upon and shall inure to the benefit of
Buyer and Seller and their respective heirs, personal representatives, successors and assigns.
15.2 Attorney's Fees. In any action between the parties hereto, seeking enforcement of
any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property
the prevailing party in such action shall be entitled, to have and to recover from the other party its
reasonable attorneys' fees and other reasonable expenses in connection with such action or
proceeding, in addition to its recoverable court costs.
15.3 Governing Law; Venue. This Agreement shall be construed in accordance with the
laws of the State of California in effect at the time of the execution of this Agreement. The venue for
any dispute shall be San Luis Obispo County.
15.4 No Waiver. No delay or omission by either party in exercising any right or power
accruing upon the compliance or failure of performance by the other party under the provisions of
this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver
by either party of a breach of any of the covenants, conditions or agreements hereof to be performed
by the other party shall not be construed as a waiver of any succeeding breach of the same or other
covenants, agreements, restrictions or conditions hereof.
15.5 Amendments. Any amendment or modification to this Agreement must be in writing
and executed by both parties.
15.6 Severability. If any term, provision, condition or covenant of this Agreement or the
application thereof to any party or circumstances shall, to any extent be held invalid or
u nenforceable, the remainder of this instrument, or the application of such term, provisions, condition
o r covenant to persons or circumstances other than those as to whom or which it is held invalid or
u nenforceable, shall not be affected thereby, and each term and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
15.7 Merger. This Agreement and other documents incorporated herein by reference
contain the entire understanding between the parties relating to the transaction contemplated hereby
and all prior to contemporaneous agreements understandings, representations and statements, oral
or written (including the MOU) are merged herein and shall be of no further force or effect.
15.8 Construction. In determining the meaning of, or resolving any ambiguity with respect
to, any word, phrase or provision of this Agreement, no uncertainty or ambiguity shall be construed
or resolved against a party under any rule of construction, including the party primarily responsible
for the drafting and preparation of this Agreement Headings used in this Agreement are provided
for convenience only and shall not be used to construe meaning or intent. As used in this Agreement
masculine, feminine or neuter gender and the singular or plural number shall each be deemed to
include the others wherever and whenever the context so dictates.
15.9 Qualification and Authority. Each individual executing this Agreement on behalf of
a party represents, warrants and covenants to the other party that (a) such person is duly authorized
01181.0021/651974.8 12
to execute and deliver this Agreement on behalf of the party in accordance with authority granted
under the organizational documents of such entity, and (b) the party is bound under the terms of this
Agreement.
15.10 No Third Party Beneficiaries. This Agreement is only between the parties, and is
not intended to be nor shall it be construed as being for the benefit of any third party.
1511 Execution in Counterparts. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the original or the same counterpart.
15.12 Exhibits. Exhibits A-1, A-2, B and C attached hereto are incorporated herein by
reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
NOTE: Parties must initial Sections 10 and 12.2,
SELLER: BUYER:
CAYUCOS SANITARY DISTRICT, a
CITY OF MORRO BAY, a California
political subdivision of the State of California municipal corporation
By:
By:
Robert B. Enns, Bbard President John Headding, Mayor
ATTEST:
1st41147
, Board Secretary
APPROVED AS TO FORM:
CARMEL & NACCASHA, LLP
ATTEST:
Dana Swanson, City Clerk
'APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: By:
Christopher Neumeyer
City Attorney
Timothy J. Carmel
District Counsel
ESCROW HOLDER ACCEPTANCE:
First American Title Insurance C mpany
B
Lisa A Bertrand, Escrow 0 er
Dated:
202
•
01181.0021/651974.5
13
to execute and deliver this Agreement on behalf of the party in accordance with authority granted
under the organizational documents of such entity, and (b) the party is bound under the terms of this
Agreement.
15,10 No Third Pairttf3erj ries. This Agreement is only between the parties, and is
not intended to be nor shall it be construed as being for the benefit of any third pfrl_y.
1511 xecution _in_Cauntemartss This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the original or the same counterpart.
15,12 Exhibits,, Exhibits A-1, Ab-2., 8 and C attached hereto .are incorporated herein by
reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above,
NOTE: Parties 'mist initiol Sections '10 and 12,2
SELLER:
CAYIJCOS SANITARY DISTRICT, a
political subdivision of the State of California
r,
�•
''brr
et‘
Robert 13 r= tins, Board President
ATTEST:
t
Board Secretary
APPROVED AS TO FORM:
CARMEL NACCASHA, LLP
B
-*MA
•'
Leen
Timothy J. C frrfie
District Counsel
ESCROW HOLDER ACCEPTANCE:
First American Title Insurance Company
E3�
Lisa. A. Bertrand, Escrow Officer
Dated:
01181.0021 /65'1974.5 '13
BUYER:
CITY OF MORRO BAY, a California
municipal corporation
y:,
John in eadding, Mayor
ATTEST:
Dana Swanson, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By:
Christopher Neumeyer
City Attorney
to execute and deliver this Agreement on behalf of the party in accordance with authority granted
under the organizational documents of such entity, and (b) the party is bound under the terms of this
Agreement.
15.10 No Third Part} Beneficiaries. This Agreement is only between the parties, and is
not intended to be nor shall it be construed as being for the benefit of any third party.
15.11 Execution in Counterparts. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the original or the same counterpart.
15.12 Exhibits. Exhibits A-1, A--2, B and C attached hereto are incorporated herein by
reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
NOTE: Parties must Initial Sections 10 and 12.2.
SELLER: BUYER:
CAYUCOS SANITARY DISTRICT, a CITY OF MORRO BAY, a California
political subdivision of theeState of California
By:
Robert B Enns, Board President
ATTEST:
, Board Secretary
APPROVED AS TO FORM:
CARMEL & NACCASHA, LLP
By:
Timothy J. Carmel
District Counsel
ESCROW HOLDER ACCEPTANCE:
First American Title Insurance Company
By:
Lisa A Bertrand, Escrow Officer
Dated: , 202_
01181.0021/651974.8 13
muni{I c , rporation
By:
John g,
ATTEST:
Dana Swanson, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: CMS yak
Christopher Neurn:f er
City Attorney
EXHIBIT A=1
LEGAL DESCRIPTION OF PROPERTY
Real property in the unincorporated area and in the City of Morro E3ay, county of,San Lu s Obispo; State
of California, described as follows;
PARCEL 1 " Lot.6SW (APN 055.0f401)
That portion of the land described in Certificate oftompliances recorded November 2, 2012 in Document
No. 2012063818 and Document No. 2012063819 in the County Recorder's Office, County of San Luis
Obispo, State of Callfdrnia, described a 'ohms:
.Beeginning atthe intersection of the westerly line' of the land described in the grant deed.to.the State of
California recorded In Book 1090 at Page 258 tf Official Records in the County Recorder's Office of sald
Coifrtty (State Highway One) with the southerly lime of Lot 31 according to the map of the subdiviskin of
said Rancho fled in Book A:of Maps at Page 160 of Maps in the County recorder's Office of said countyi.
thencenortherly along Said westerly line to a point being Werth1.1°23'26" West a distance of 612,98 feet
from the southerly terminus of the line described as Course No. f (North 11°23426" West, 817.99 feat) In
said grant deed to the state of Caiifbrnla; thence leaving. sald We tr riy lihC, Smith 78°36'30 West, a
distance of 107.20 feet more or less to the mean high water line Of Estero Bay; thence, Southerly along
said mean high water line to the southwest corner of said Lot 31; thence, northeasterly along the
southerly line of said Lot 31 to the Point of Beginning.
EXCEPTING THEREFROM, its successiveowners and assigns, together with the rightto grant and transfer
all or e portion of :sa:ni'e to the extent reserved by Chevron Land and Development Company pursuant; to
certain Grant Deed recorded on September 17, 2019 as Instrument No. 2019039320 as follows:
To the extent owned by Grantor on the date hereof, all minerals, unprocessed, oil, gas, petroleum, other
hydrocarbon substances and geothermal resourcesin orunder or which maybe produced from the
Property and the perpetual right of exploring and prospecting for, and developing, producing, extracting,
and taking said minerals; unprocessed oil, gas, petroteu,tn, other hydrocarbon substances andgeothermal
resources from the Property by means of mines, shafts,.turinei$, wells, .derncks or other el:Moment from
surface locations on adjoining or neighboring, land or lying, outside cif the Property, including the right to
whipstock or directionally dri 1 and mine from lands otter than the Property, and to bottom such
whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyondthe exterior
InniLs ul the Property, and to refill, retunriel, epulp, maintain, repair, deepen and operate any such wells
or mines, It beingunderstood, however, that the owner of such minerals, unprocessed .oil, gas;
petroleum other hydrocarbon substances and geStherftal resources, as set forth above; shall have,no
right to enter upon the surface of the Property nor to use any of the Property or any portion thereof
abr ve a plane parallel to and 500 feet below the surface of the Property for any of the purposes specified
herein, a reserved by Chevron Pipe Line Company, a. Delaware corporation 1n deed recorded August 1.5,
2019 as iristrunlerit No. 20194733.391 of Official Records.
PARCEL 2: Lot 6NW (APN 073-Q75�016)
That portion ofthe land described in Certificate of c ompllance's recorded November 2, 2012 in Document
No, 2012 63818 and DoCunient No; 2012463819 in the County Recorder's Office, County of San Luis
Obispo, State of California, described as follows:
Beginning at a point on the westerlyline of the land .described in the grant deeds to the State of
California recorded in Book 1090 at Page 258 of (Attar Records and }y❑6. 109.0 at Page 263 of Official
Records in the County Recorders Office .of said County (State Highway One) being an are distance of
696.64 feet from the northerly terminus of the•curve•descrlbed as Course No. 9 (curve. to the left with a
radlus'.of 4879 feet through .an angle of 1.1°45'32" fora distance of 1001.32 feet) In said grant deeds to
the State of California;
First American Tale
Page 7 pf•IS
01181.0021/651974.8 1
thence, Leaving said westerly line South 80°341.2fl west, a distance of 26.67 feet;
thence; North 7.3°847" West; .a distance of 36:70 feet;:
thence,. North 3803ff11" West a distance of 75110 feet;
thence, North 80°39134" West, a distance of 95.21 feet;
thence, South 7P39'00" Wept a distance of 106.64.feet more or less to the. tneari high water line of
:Estero Bay:
thence, Northerly along said mean high water line to the intersection with the westerly. prolongation Of
the centerline of Toro. Creek Road (County Read);
thence, Easterly along said centerline prolongation to the westerly line of? the land described in said grant
deeds to the State .of Californlart
thence, Southerly along said westerly line to the froint of Beginning.
EXCEPTING THEREFROM its. Successive own;er`s ano. assigns, together with the right to grant arid transfer
all or a portion of Same to the extent reserved by Chevron land and f. evelopment Company pursuant to
certain Grant Deed recorded on September 37, 2019 as instrument No. 2O1r9.63n27 aS follows:
To the extent owned . by Grantor on the date hereof; ell minerals, unprocessed; on, gas;. petroleum, other
hydrocarbon substances and geothermal .resources in .or under or which maybe produced from the
Propertyand the perpetual right of exploring and prospecting fOr,.and._developing, prciduefng, extrpeting,
and taking said rrifnerals, unprocessed ail, gas, petroleum, other hydrocarbon substances and geothermal
.resources from the Property by Means ermines/ shafts, .tunnels; wells, derricks or other equipment from
Surface locations on ad Dining or neighboring land or lying outside Of the Property, Including the right to
whipstock ordirect ally drill and mine from landsother than the Property, and to bottom such
whlpstoccked ordrrectiona1)y drilled wells, tunnels id shafts under and beneath or beyond the exterior
]fruits of the Property, artd to redrlil, 'tunnel/ equip, maintain, repair, deepen and operate any such wells
or mines, it being undersrr>ad, however, that the: owner of:such minerals, unprocessed ail, gas,
petroleum, other hydrocarbon substances and geothermal resources, as set forth above, shall have no
right to enter upon the surface of the Propertynar to use any of the Property or any portion thereof
above a plane parallel to and 500 Peet below -the surface of the Property for any of the purposes specified
herein, as reserved by Chevron Pipe Line OsmpanY, a Delaware corporation In deed recorded August 1.5
2019 as Instrurrenttio. 2019-033391 of Official Rords.
01181.0021/651974.8 2
0118110021 /651974.8
EXHIBIT A-2
DEPICTION OF PROPFRTY
1
EXHIBIT B
GRANT DEED
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City of Morro Bay
595 Harbor Street
Morro Bay, CA 93442
Attention: City Manager
APNs
THE UNDERSIGNED DECLARES:
DOCUMENTARY TRANSFER TAX IS $0 per R&T Code 11922
GRANT DEED
(Space Above This Line for Recorder's Office Use Only)
Exempt from Recording Fee per Gov, Code §6103
FOR VALUABLE CONSIDERATION, the receipt of which Is hereby acknowledged, the
CAYUCOS SANITARY DISTRICT, a political subdivision of the State of California ("Grantor"),
hereby grants to the CITY OF MORRO BAY, a municipal corporation ("Grantee"), all of its respective
rights, title, and interest in the real property in the City of Morro Bay, County of San Luis Obispo,
State of California, as more particularly described in Exhibit A attached hereto ("Property") together
with all tenements, hereditaments, and appurtenances, including existing subsurface improvements,
fixtures and including the rights to withdraw water as set forth in those certain Grant Deeds recorded
S eptember 17, 2019 as Instrument Nos. 2019039327 and 2019039329 in the Official Records of
S an Luis Obispo County.
RETAINED PIPELINE EASEMENTS IN GROSS
Easement 1 (Existing Pipeline):
Grantor (hereinafter "Easement Holder") retains and reserves (i) a permanent easement
u nder and across the Property (hereinafter "Burdened Property") for the purpose of using
maintaining, operating, altering, repairing, replacing, inspecting and/or removing an existing
u nderground sanitary discharge pipeline and accessing the pipeline ("Existing Pipeline") for an
existing pipeline existing on the Property but not specifically locatable at this time ( Existing Pipeline
Easement") and (ii) a temporary easement ten (10) feet adjacent to the Pipeline Easement for
construction purposes from time to time for reinstalling, maintaining and removing the Pipeline
("Temporary Existing Easement"). The Pipeline Easement and the Temporary Easement are
sometimes jointly referred to herein as the "Existing Easements." At such time as the Pipeline is
specifically locatable the owner of the Property and the Easement Holder shall reasonably cooperate
to amend the Easement to specify its location and to record same in the public records.
Easement 2 (New Pipeline Easement):
Grantor (hereinafter 'Easement Holder") also retains and reserves (i) a permanent
easement under and across the Property (hereinafter "Burdened Property") for the purpose of
installing, constructing, using, maintaining, operating, altering, repairing, replacing, inspecting,
reinstalling and/or removing an underground sanitary discharge pipeline ("New Pipeline") and
accessing the Pipeline in the area legally described on Exhibit B and depicted on Exhibit B-1 and
(ii) a temporary easement construction purposes from time to time for reinstalling, maintaining and
removing the New Pipeline ("Temporary New Easement"). The Existing Pipeline Easement the
Temporary Existing Easement, the New Pipeline Easement and the Temporary New Easement are
sometimes collectively referred to herein as the "Easements." For purpose of these Easements,
Grantee is herein referred to as the "Property Owner".
The Easements are in gross to Easement Holder.
Easement Holder shall have the use the Easements at such times as are reasonably
n ecessary to, and solely for the purpose of, exercising the rights set forth herein. Easement Holder
agrees to use due care in any use of the Easements and in the construction, installation repair,
replacement and maintenance of the Pipeline so as not to unreasonably disturb the use of Burdened
P roperty. Easement Holder shall provide written notice prior to commencing construction of the
P ipeline. Upon commencement of construction of the Pipeline, Easement Holder shall diligently
prosecute the construction to completion as soon as practicable. All construction, installation,
maintenance and repair pursuant to the rights granted herein, or which Easement Holder otherwise
u ndertakes on Burdened Property shall be undertaken and completed, at Easement Holder's sole
cost and expense, in accordance with all applicable laws, rules and regulations related to same,
u sing best construction practices, and shall keep the area of the Easements in a good, clean and
safe condition during the construction, installation, maintenance and repair activities, and the
Burdened Property shall, upon completion of same be left in a neat, clean and safe condition, and
lien free. Easement Holder further agrees that at all times it shall keep and maintain the Pipeline in
a good, clean, safe condition and repair, giving due regard at all times for their intended and actual
u se. Without limiting the effect of the foregoing, Easement Holder shall not unreasonably interfere
with the Property Owner's use of the surface while utilizing the Easements After completing any
work Easement Holder agrees to return the Easement area and any other part of Burdened Property
affected by Easement Holder's work or exercise of any rights hereunder to the condition which
existed immediately prior to such work,
Easement Holder agrees to indemnify, defend (by counsel selected by Easement Holder and
reasonably acceptable to Grantor) and hold harmless Property Owner, and its agents, employees
invitees, licensees and contractors ("Property Owner Parties"), and each of their respective
successors and assigns, from and against any and all proceedings, actions, claims, demands,
o bligations, damages (excluding consequential and indirect damages), costs, losses, expenses
(including without limitation, reasonable attorneys' fees) and liabilities arising out of or incurred in
connection with: (i) the exercise of the rights or obligations of Easement Holder or its agents,
employees, invitees, licensees and contractors (Easement Holder Parties') hereunder; (it) the
release of any hazardous substance on Burdened Property in connection with the acts or omissions
of Easement Holder, or the Easement Holder Parties; and/or (iii) the entrance of the Easement
Holder or Easement Holder Parties onto Burdened Property If the Property Owner or any Property
Owner Party is made a party to any action, proceeding or litigation commenced by or against
Easement Holder or as a result of the actions or omissions of Easement Holder or the Easement
Holder Parties, then Easement Holder shall defend (by counsel selected by Easement Holder and
reasonably acceptable to Property Owner), protect and hold the Property Owner harmless from and
shall pay all costs, expenses and reasonable attorney's fees incurred by the Easement Holder in
connection with such litigation. Notwithstanding anything to the contrary herein, Property Owner and
Easement Holder agree that the preceding indemnification obligation expressly excludes, and in no
event shall Easement Holder or the Easement Holder Parties have arty responsibility or liability for,
any proceedings, actions, claims, demands, obligations damages, costs, losses, expenses, or
liabilities arising out of or incurred in connection with any preexisting condition in, on, or of the
Burdened Property (including, without limitation, any hazardous substances discovered during the
exercise of rights under this Easement reservation which existed prior to Easement Holder's
entrance upon Burdened Property, unless any such condition is exacerbated by Easement Holder's
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work or other activities on the Burdened Property). However, Property Owner makes no
representations or warranties of any type or kind whatsoever concerning the condition of the
Easement area, its suitability for Easement Holder's intended use of same or any other aspect of
same, and Easement Holder hereby accepts same in its AS -IS, WHERE -IS, WITH ALL FAULTS
condition, which acceptance is re -affirmed by Easement Holder each time it enters or otherwise
makes use of the Easement area or any other portion of Burdened Property.
Property Owner shall not construct any permanent buildings or structures within the
Easement area, but reserves the right to use the area of the Easements for any uses that will not
unreasonably interfere with Easement Holder's use of the Easements.
The Easements are intended to run with the Burdened Property, and be binding upon the
parties and successive owners of the Burdened Property.
All notices, requests, consents and other communications hereunder shall be in writing, shall
be addressed to the receiving party s address set forth below or to such other address as a party
may designate by notice hereunder, and shall be either (i) delivered by hand (ii) sent by recognized
overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage
prepaid.
If to Property Owner:
City of Morro Bay
695 Harbor Street
Morro Bay, CA 93442
Attention: City Manager
With a copy to:
Aleshire & Wynder, LLP
18881 Von Karman Avenue,
Suite 1700
Irvine, CA 92612
Attention: Chris Neumeyer,
City Attorney
If to Easement Holder:
Cayucos Sanitary District
200 Ash Avenue
P.O. Box 333
Cayucos, CA 93430
Attn: Rick Koon
With a copy to:
Timothy J. Carmel
Carmel & Naccasha, LLP
1410 March Street
San Luis Obispo, CA 93401
All notices, requests, consents and other communications hereunder shall be deemed to have been
given (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such
party set forth above, (n) if sent by overnight courier, on the next business day following the day such
notice is delivered to the courier service (iii) if made by electronic transmission, at the time that
receipt thereof has been acknowledged by electronic confirmation or otherwise, or (iv) if sent by
registered or certified mail, on the third (3rd) business day following the day such mailing is sent. The
address of any party herein may be changed at any time by written notice to the parties and shall
automatically be deemed modified upon transfer of the respective property as shown in the Official
Records of San Luis Obispo County.
In the event that any action or proceeding is brought to enforce or interpret this Easement
Agreement, then the prevailing party therein shall, in addition to such other relief as the court or
mediator or other educator may decide it is entitled to be entitled to receive an award of its attorneys'
fees and costs, including those on appeal.
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Exhibits A, B, and B_1, are attached hereto and incorporated by reference.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on its behalf
as of the date written below.
Dated: 202
GRANTOR & EASEMENT HOLDER:
CAYUCOS SANITARY DISTRICT, a
political subdivision of the State of California
By:
Robert B. Enns, Board President
ATTEST:
Board Secretary
APPROVED AS TO FORM:
CARMEL & NACCASHA, LLP
By:
Timothy J. Carmel
District Counsel
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by CAYUCOS SANITARY
DISTRICT, a political subdivision of the State of California ("Grantor"), by Grant Deed to the CITY
OF MORRO BAY, a municipal corporation ("City"), is hereby accepted by the undersigned officer
and agent of City and the City consents to the recording of the Grant Deed.
Signed and dated at
, California on , 202
GRANTEE & PROPERTY OWNER
CITY OF MORRO BAY. a municipal corporation
By:
Scott Coifing, City Manager
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A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy
or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
)
ss.
On , 202 before me, a notary public,
personally appeared who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL:
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Real property in the unincorporated area and in the City. of Morro Bay,. County of San Luis Obispb, Stater
of California, described as follows:
PARCEL 1 - Lot fSW (APN 065=022-011)
That portion oftlie land described in Certificate of Compliances recorded November 2, 2012 n Document
No. 2012063818 and Document N0 412463819 in the,County Recorder's Office, County of San Luis
Obispo, State of California, described as follows;
Beginning at the intersection of the westerly line .ofthe land:described in the grant deed to the State of
California recorded Ia Book 1090 at Pa9e 258 of Official Records in the County. Recorder'sOffice or said
County (State Highway One) with the southerly line of Lot 31 accordingto the flap of the subdwiskfli of
said Rancho. filed in Book A of Maps at Page 180 of Maps in the County Recordes Office at said County;
thence northerly Along Said westerly line to a point being North 11°23'24" West, a distance of 612.9B feet
from the southerly terminus of the line described as Course No. 4 (North 1.1628'26" West, 817.99 feet) In
said grant deed to the State of California; thence leaving said westerly line, South 78'-36'34" West, a
distance of 1$7.20 feet more or less to the mean high water line of Estero. Bay; thence, Southerly along
said mean high water line to the southwest comer of said Lot 3i;. thence, northeasterly along the
southerly line of said Lot 31 to the Point of Beginning.
MEETING THEREFROM, its successive Owners and assigns, together with the right to grant and transfer
all ora portion cif saute to the extent resented by Chevron Land and Development Company pursuant to
certain Grant peed recorded on September 17, 2019 as Instrument No. 2019039329 as follows:
To the extent owned by Grantor on the.date hereof, .all Minerals, unprdce d,. oil,:gas, petroleum, Other
hydrocarbon Substances and geothermai resources in or under or which may be produced from the
Property arid the perpetual right of exploring andprospecting for, and developing, producing,extracting,
and tal1ngsaid minerals, unprocessed oil, gas, petroleum, other hydrocarbon substances and geothermal
rest/trees from the Property by means of mines, shafts, tiinriels, wells, derricks or other equipment from
surface locations on adjoining or neighboring land or lying outside or the Property, including the right to
whipstock or directionally drill and mine from lands otherthan the Property, and to bottom such
whipstocked or.directiona ly drilled wells,. tunnels and shafts under and beneath or beyond the:estterior
lirnits of the Property, and to redrill, ri tunnel, equip, maintain, repair,. deepen and .operate any such wells
Or mines, It being understood, however, that the ruiner of such minerals, unprocessed oil, gas,
Petroleum/ other hydrpcarbonsubstances and geothermal resout esi as -set forth above, shall have no
right to enter upon the surface of the Property nor to use any of the Property or any portion thereof
above a plane parallel to and S00 feet below the stifface_0fthe: Property for -any of the purposes specified
herein, as reserved by Chevron Pipe Line Company, a Delaware corporation in deed recorded August 15,
2019 as Instrument No, 2019-033391 of Official Records
PARCEL 2. Lot 6NW (APN 073-075-016)
That portion of .the land described in Certificate OfCompiiance's recorded November 2, 2012 in Document
No. 2012-d53818 and Document No. 2012-063819 in the County Recorder's Office, County of San Luis
Obispo, State of California, described as follows.
Beginning ata'point on the westerly line Of the land described in the.grant deeds to the State of
California recorded in Book 1090 at Page 258 of Official Records and Book 1090 at Page 263 of Official
Records in the County Recorders Office of said County (State HlghwayOne) being an arc distance of
696,64 feet from the northerly temilnus or the curve described as i`rurrse No. 9 (turve to the left with a
radius of 4679 feet through an angle of 11°45'821- for a distance of 1001,32 feet) in said grant deeds to
the State of California;
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thence,, Leaving said westerly line South 80934'29" West, -a distance of 26.67 feet;
thence, North 7393847" West, a distance of 36.70 feet;
thence, North 369,01.11" Westa distance of 75.80 feet,
thence,. North 80°39'34" West,.a distance of 95.21 feet;
thence, south 72939'00" 1/Vett a dtstance of 106.64 feet mote or less to the mean,high water line of
Estero Bay
thence,. Northerly Ong said Mean high water line, to the intersectionwith the westerly protohgation of
the centetFne of Tore Creek Road (County Road);
thence, Easteiiy along said centerfuia prolongation to the westerly fine ofthe land described In said grant
deeds to the State of Cairfrniai
thence Southerly along said westerly line to the point of Beginning,
EI<CEPTTNG TNi REPRCM,. itssuceessive owners:and assigns, together with the right` to grant and transfer
all or a portion of same to the extent reserved by Chevron Land and Development Company pursuant to
certain Grant Deed recorded on Seplember..17, 2019 as Instrument No. 2019039327 as follows:.
To the extent owned by Grantor an the date hereof,: ell Minerals, unprocessed, oil, gas, petroleum, other
hydrocarbon substances and geothermal resources in or under of which Maybe produced from the
Prop t-ty and the perpetual right of exploring and prospecting for, and developing, producing., extracting,
rend taking said minerals, vnproce$sed g11, gas, petroleum, other hydrocarbon substances and geothermalresourcesfrom the. Property by means of mines,:shafts, tunnels, wells, derricks or other equipment from
surface locations oil .adjoining or neighboring land or lying outside of the Property, including the right to
whiostockor directionally drill and mine from lands other than the Property; and to bottom such
whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior
limits of the Property, and to redrill, retunnel,.equip, maintain, repair, deepen and operate any such wells
or mines, it being understood, however, that the owner of such minerals, unprocessed oil, gas,
petroleum other hydrocarbon substances and geothermal resources, asset forth .above, shall have no
right to enter upon the'turfate of the Property nor to use any of the Property or any portion thereof
above a plane parallel to and 500 feet below the surface of the Property for any of the purposes specified
herein, as reserved by Chevron Pipe tine Company, a Delaware corporation. in deed recorded August 15;
2019 as Instrument No, 2019=033391 of Official Records.
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EXHIBIT B
LEGAL DESCRIPTION OF NEW PIPELINE EASEMENT
That certain real property in the unincorporated area of the County of San Luis Obispo, State of
California legally described as follows
The northerly SQ0,00 feet of the easterly 20 00 feet of the land described in the grant deed to Cayuces,
Sanitary District recorded September 17, 1019 in Document No. 2019-039327 in the County
Recorder's Office, County .of San Luis Obispo State of California,
The land described is shown graphically en Exhibit B herein attached.
08/04/2020
EXHIBIT B-1
DEPICTION OF NEW PIPELINE EASEMENT
OCC. 2011-014549
1rr1grop
37655. ti xa°Sf.,S1e. 102 • San.Luls Ob!spo, CA 93401
P ( 1:5i.179{ o ti 03(Z) M3.4609
wW Wsrmcla#slgn.ccrn
EXHIBIT B
DOC.2019-099327
SCALE: "=500`
DOC, 7019%4)39328
1
08/04/2020
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EXHIBIT C
ASSIGNMENT
THIS ASSIGNMENT OF INTANGIBLES is made this day of , 202 by and between
CAYUCOS SANITARY DISTRICT, a political subdivision of the State of California ("Assignor"), and CITY OF
MORRO BAY, a California municipal corporation ("Assignee").
RECITALS:
A. Assignor, as seller, and Assignee, as buyer, have executed that that certain Agreement for Purchase
and Sale of Real Property and Joint Escrow Instructions dated 202 ("PSA') for the sale
of that certain real property as legally described on Exhibit A hereto ("Property").
B. Assignor may have certain intangible rights in connection with the Property, including, but not limited
to, various easements, licenses, permits air rights, rights of way, water rights and similar rights
(collectively, the "Intangibles").
C. Assignor hereby desires to assign to Assignee all of its right, title, and interest in and to the Intangibles,
to the extent such right, title and interest may exist and is assignable by Assignor.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein below set forth, the
parties hereto agree as follows:
1. Effective upon Assignee acquiring title to the Property (' Effective Date"), Assignor assigns and transfers
to Assignee all of Assignor's right title, and interest in and to the Intangibles, to the extent such right title, and
interest may exist and is assignable by Assignor and Assignee accepts the assignment.
3. This Assignment is binding upon and shall inure to the benefit of Assignor and Assignee and their
respective successors and assigns.
4. This Assignment may be executed in counterparts, which taken together shall constitute one and the
same instrument.
5. Assignor agrees to execute any additional documents as may be required to effect the intent of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Assignment of Intangibles as of the date
first set forth above.
ASSIGNOR: ASSIGNEE:
CAYUCOS SANITARY DISTRICT, a CITY OF MORRO BAY, a California municipal
political subdivision of the State of California corporation
By: By:
Robert B Enns, Board President John Headding, Mayor
ATTEST: ATTEST:
, Board Secretary Dana Swanson, City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
CARMEL & NACCASHA, LLP ALESHIRE & WYNDER, LLP
By: By:
Timothy J. Carmel Christopher Neumeyer
District Counsel City Attorney
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Real property in the unincorporated area and In the City of Morro Bay, .County, of San Luis Obispo, State
Of California, described as follows:
PARC8L 1. -1_ot 65W (APN 064-022.011)
That pardon of the land described In Certificate of Coninliaiices recorded November 2, 2012in Oo ument
No. 2012063818 and D. umenl No. 2012063819 in the County Recorder's Office; County of San Ltiis
Obispo State of California, described .as: follows:
Beginning .at the intersection of the westerly line u 'the land described in the grant deed to the Mate of
Cal.iforriia'recorded in Book .c90' at Page 258 of Official Records in. the County Recorder's Office of said
County (State Highway One) with the southerly line of Lot 31 according to the map of the subdivision of
said Rancho filed In Book A of Maps at page 160 of Maps in the County Recorder's .Office of sald County;
thence northerly along said westerly line to a point.. being North 11°23'26" West, a distance of 612.98 feet
from' the southerly terminus of the line described as Course No, 4 (North 11°2326" West, 817,99 feet) IA
said grant deed to the State of California; thence leaving said westerly line, South 78°36'34" West, a
distance of 187,20 feet mere or less to the mean high water hoe of Estero Bay; thence, Southerly along
said mean high water line to the souththest corner of said Lot 31; thence, northeasterly along the
southerly line of saki Lot 31 tt;'the Point of Beginning,
EXCEPTING THEREFROM, Its successiveowners and assigns, together with the right to grant and transfer
all or a portion 4f"hame to the extent reserved by Chevron Land and peveldpirment Company pursuant to
certain Grant Deed recorded on. September 17, 2019 as instrument No,. 2010035329 as follows:
To the extent owned by Grantor on the date hereof, all minerals, .unprocessed, oil, gas, petroleum,other
hydrocarbon substances and geothermal resources in or under or which rriay be. produced from the
Property and the perpetual right of exploring and prospecting for, and developing; producing, extracting,
and taking said minerals, unprocessed oil, gas, petroleum, other hydrocarbon substances and geothermal
resources from the Property by means of mines, shafts, tunnels; wells, :derricksor other cquiptnent from
surface: locatrbhs on adjoining or neighboring land or lying outside of the Property,intruding the right to
whipstock or directionally drill and mine frorn, lands other than the Property, and to bottom such
whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior
limits of the-Pronerty, and to redrdl, retunnel, equip, maintain, repair, deepen and operate any such wells
or mines, it being understood, however, that the owner of such minerals, unprocessed oil, gas,
petroleum, other hydrocarbon substances and geothermal resources, as set forth above,shall have no
right to enter upon the surface of the Property nor to use any of the Property or any portion thereof
above a plane parallel to and 500 feet below the `surface of the Property for any of the purposes specified
herein, as reserved by Chevron Pipe Line Company, a. Delaware corporation in deed recorded August 15;
2019 as Instniment No. 20/9433391 of Official Records.
PARCEL 2.. Lot 6NW (APN 07347$-016)
That portion of the land described in Certificate of Compliance'.s recorded November 2, 2012 in Document
N0, 2Oi240818 and De pment No. 2012-O63819 in the County Recorder's Office, County -of San Leis:
Obispo; State of California, described as follows:
Beginning at -a point on the westerly Tine of the land described in the grant deeds to the State of
California retarded in Book;1090 it Page 258 of Official Records and Back 1090 at Page 263 of Official
Records in (lie County Recorders office of said County (State Highway One} being an arc distance of
696.64 feet from the northerly terminus of the curve described as Course No. 9 (curve to the left with a
radius of4879 feetthrough an angle of 11°45'32"for a distance of 1001;32 feet) in said grant deeds to
the State of California;
thence, Leaving said westerly line . South 8094'29" West, a distance of 26;67 Peet;
thence, North 7363847" West a distance of 36.70 feet,.
thence, North 38°30`11" West a distance of 75 80 feet;
thence, North 80°39.'34" West, a distance of 95121feet;
thence, South 72°391C0" West.a distance of :106,64 feet more or Tess to themean high water line of
Esterq Bay:
thence, Northerly along Bald mean high water Tine to the intersection with the westerly prolongation of
the centerline of Toro Greek Road (County Roadj,
thence, Easterly along said centerline prolongation to the westerly line of the landdescribed in said grant
deeds td the;:5taterof California;
thence, Southerly along Bald westerly Nieto the Point of 'Beginning.
EXCEPTING THEREFROM, its successive owners and assigns;: together with the right to grant and transfer
all or a portion of sanie to the extent reserved by Chevron Land and Development Company pursuant to
certain Grant Deed recorded on September 17, 2019 as Instrument No, 2019039327 as follows:
TQ the extent owned by Gran. er on the: date hereof,all minerals, unprocessed, oil, gas; petroleu.rii, other
hydrocarbon substances and geothermal resources in or under or which imay be produced from the
Property and the perpetual right of exploring andprospecting for, and developing, producing, extracting,
and taking said minerals, unprocessed .oil,. gas, petroleum, other hydrocarbon substances and geethemial
resources frail the Property by meansof mines, shafts, tunnels, wells,: derricks or other equipment from
surface locations en adjoining or neighboring land or lying' outside of the Property, including the right to
whipstock or directionally drill and mine from lands other than the Property, and to bottom such
whi stcked-or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior
limits of the Property, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such wells
or mines, it being understood, however, that the owner of such minerals, unprocessed oil, gas,
petroleum, other hydrocarbon substances and geothermai resources, as set forth above, shall have no
right to enter upon the surface of the Property nor to use any of the Property or any portion thereof
above a plane parallel to and 500 feet below the surface of the Property for any of the purposes specified
herein, a$ reserved by Chevron Pipe. tine Company,. a Delaware Corporation in deed recorded August 15,
2019 as Instrument No. 2019-033391, of Official Records,
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