Cayucos Land Conservancy - Estero Bay CONSERVATION EASEMENT DEED
CONSERVATION EASEMENT DEED

THIS CONSERVATION EASEMENT DEED dated March 3, 2000 for reference purposes (hereinafter referred to as this "Easement") is made by and between THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation ("TPL" or "Grantor") with an address of 116 New Montgomery Street, Third Floor, San Francisco, CA 94105 and CAYUCOS LAND CONSERVANCY, a California nonprofit public benefit corporation ("CLC" or "Grantee") with an address of P.O. Box 336, Cayucos, CA 93430. Grantor and Grantee may be collectively referred to as the "Parties" hereinbelow.

WITNESS THAT:

     A. WHEREAS, Grantor is the fee simple owner of that certain property containing approximately 355 acres, located on Estero Bay along the San Luis Obispo Coast in San Luis Obispo County, California, commonly referred to as APN's: 46-151-04, 046-161-06, 46-161-08 and 46-171-10, which property is more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property"). Grantor acquired the Property, in part with a grant from the State of California Coastal Conservancy ("ASCC"), and as a condition of use of said grant, Grantor recorded against the Property an instrument entitled "A" Declaration of Covenants and Restrictions" dated for reference purposes December 3, 1998, which instrument was recorded in the Official Records of San Luis Obispo County on December 10, 1998, as Instrument No. 1998-081945, and the same instrument was also recorded on December 18, 1999, as Instrument No. 1998-084441 (hereinafter collectively the "Coastal Conservancy CCRs"). The Coastal Conservancy CCRs contain provisions which, among other things, require public access and restrict the use and development of the Property; and

     B. WHEREAS, the Property possesses unique and valuable qualities of great importance to Grantor, the people of the community of Cayucos, the people of San Luis Obispo County, and the people of the State of California. These qualities include, but are not limited to natural resource values, aesthetic values, cultural values and opportunities for public access and recreation; and

     C. WHEREAS, in particular the natural resource values include, coastal creeks and riparian areas, estuary, wetlands, beaches, dunes, sandy coves (which provide important beach habitat for harbor seal breeding), rocky intertidal zones (which contain tidepools of exceptional quality), geologic and fossil resources, critical habitat for several Federally listed threatened or endangered species, several Federally listed species of concern and several State listed threatened or endangered species. These natural resource values have been recognized by the State of California, which coastline has been recognized by the enactment of the Federal Coastal Zone Management Act of 1972 and the California Coastal Act of 1976, and the certification of the San Luis Obispo County Local Coastal Program in 1987 by the California Coastal Commission. Furthermore, the County has recognized the importance of protecting the Property's resource values through the enactment and implementation of its General Plan and in particular its "Estero Area Plan". In its Draft Estero Area Plan Update of February 1999, the County recognized the importance of protecting the natural, scenic and sensitive areas and the ecologically important zones and has designated the entire Property as a Sensitive Resource Area primarily to protect ". . . marine mammals and sensitive plants"; and

     D. WHEREAS, in particular the aesthetic values include the openness and tranquility experienced on the Property and its scenic beauty. The Property lies between State Highway One and the Pacific Ocean, and in its undeveloped state provides uninterrupted scenic vistas of the ocean and of the coast from Point Estero south to Point Buchon. Local residents and thousands of people enjoy these views each year as they travel Highway One. In recognition of this extremely high scenic value, the County of San Luis Obispo and the State of California officially designated Highway One in San Luis Obispo County, including the portion that borders the Property as a State Scenic Highway in 1999. In its Draft Estero Area Plan Update of February 1999, the County recognized the importance of protecting the natural, scenic and sensitive areas and the ecologically important zones and has designated the entire Property as a Sensitive Resource Area primarily to protect "views of the shoreline, bay and ocean"; and

     E. WHEREAS, in particular, the archaeological and cultural values include numerous prehistoric areas used by Native Americans. Grantor intends that these archeological and cultural resources be protected and preserved as they have significant value to Native American people and to the public at large; and

     F. WHEREAS, in particular the Property affords opportunities for public access and passive recreational activities, such as walking, birding, surfing, windsurfing, kayaking and fishing; and

     G. WHEREAS, therefore, all of the foregoing values shall be collectively referred to as the "Resource Values" hereinafter; and

     H. WHEREAS, Grantor acquired the Property with the goal of protecting the Resource Values of the Property by preventing incompatible development while accommodating public access to the extent and in the manner set forth in Exhibit C consistent with the preservation and enhancement of the other Resource Values; and

     I. WHEREAS, in the local community of Cayucos, residents created a "Vision Statement" for the Property which was endorsed by the Cayucos Citizens Advisory Council ("CCAC") on March 3, 1999 that calls for permanent protection of the Property's natural, cultural, open space, scenic and other values. The Vision Statement is attached hereto as Exhibit E. Grantor considered the concerns and opinions of CCAC as expressed in the Vision Statement in the development of the terms and provisions of this Easement; and

     J. WHEREAS, Grantee is a publicly supported, tax-exempt nonprofit organization, qualified under Section 501(c)(3) and 170(h) of the Internal Revenue Code, whose primary purpose is the preservation and protection of land in its natural, scenic, historical, recreational and/or open space condition; and

     K. WHEREAS, Grantee intends, by acceptance of this Easement, to forever honor the intentions of Grantor to carry out its obligations hereunder to monitor the Resource Values of the Property in conformance with the terms of this Easement; and

     L. WHEREAS, both Grantor and Grantee intend for the covenants and restrictions imposed by this Easement to run with the Property, and to be binding on Grantor and all Grantor's assigns and successors in interest; and

     M. WHEREAS, Grantor may, after recordation of this Easement, convey the Property to the California Department of Parks and Recreation ("DPR").

     NOW, THEREFORE, the Parties agree that the foregoing recitals are true and accurate. For good and valuable consideration, and in consideration of the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of California including, inter alia, Sections 815-816 of the California Civil Code, Grantor does hereby donate and convey to Grantee an easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth.

     1. Purpose.

     (a) It is the purpose of this Easement to assure that the Resource Values of the Property be preserved and/or enhanced and to prevent any use of and activity on the Property that will impair or interfere with these Resource Values or which otherwise is inconsistent with the terms and conditions of this Easement.

     (b) While the preservation and restoration of the Resource Values of the Property is the overriding purpose of this Easement, Grantor and Grantee acknowledge that future levels of public use of the Property may increase over historic levels. It is the purpose of this Easement to accommodate public access to the extent and in the manner set forth in Exhibit C, consistent with the preservation and/or restoration of the other Resource Values.

     (c) The purposes of this Easement as described above in subparagraphs 1(a) and 1(b) may be referred to hereinafter collectively as the "Purpose".

     2. Baseline Inventory.

     (a) An inventory of the Resource Values of the Property is documented in a report prepared by The Morro Group dated for reference purposes March 10, 2000, copies of which are in the possession of Grantor, Grantee, DPR, SCC, and The Land Conservancy of San Luis Obispo and is incorporated herein by reference as Exhibit B and is referred to herein as "the Baseline Inventory".

     (b) The Baseline Inventory identifies the current location, characteristics and status of the Resource Values and other site elements and shall serve as the primary reference document for the purpose of monitoring compliance with the terms of this Easement.

     3. Rights and Obligations of Grantor.

     (a) Future Planning Efforts. Any successor or assignee of Grantor shall prepare or cause to be prepared a short-term plan ("Interim Use Plan" or "IUP") and a long-term plan ("General Plan" or "GP") for the Property (collectively the "Land Use Plans"). These Land Use Plans shall identify all improvements on and in the land and management practices that will ensure the Resource Values are preserved and/or enhanced. This Easement shall guide the development of the Land Use Plans, which shall be consistent with the terms of this Easement unless this Easement is modified in accordance with provisions contained herein, in which case the Land Use Plans shall be consistent with any amendment to this Easement. Grantor's successors or assigns shall hold public meetings in San Luis Obispo County prior to formal adoption of either of the Land Use Plans and said party(ies) shall obtain concurrence of Grantee in accordance with Paragraph 4.1 prior to implementation of Concurrence Activities recommended in the Land Use Plans. In the event a Habitat Conservation Plan ("HCP") is prepared for the Property, it shall also, to the extent allowed by law, be consistent with the terms of this Easement and any subsequent amendment to this Easement.

     (b) Permitted Uses and Activities. Grantor excepts and reserves for itself and its successors and assigns, all rights accruing from its ownership of the Property, including the right to engage in or permit or invite the public to engage in all uses and activities consistent with this Easement. Without limiting the generality of the foregoing and subject to the terms of Paragraph 3(c) below, the rights described in Exhibit C, attached hereto and incorporated herein by reference, are expressly reserved.

     (c) Prohibited Uses and Activities. Any activity on or use of the Property inconsistent with this Easement is prohibited. Without limiting the generality of the foregoing, uses and activities that are expressly and permanently prohibited from occurring on the Property are provided in Exhibit D, which is attached hereto and incorporated herein by reference.

     4. Rights and Obligations of Grantee. To accomplish the Purpose of this Easement, the following rights and obligations are conveyed by Grantor to Grantee by this Easement and Grantee accepts and assumes the same:

     (a) To monitor the preservation and protection of the Resource Values of the Property;

     (b) To enter upon and inspect the Property for the purposes of monitoring: (1) the actual uses and activities occurring on the Property to determine whether they are consistent with this Easement; and (2) Grantor's substantial compliance with the terms of this Easement. Such entry shall be permitted at any time. If a portion of the Property has been closed to public access for any reason, access to such portion of the Property shall be permitted upon twenty-four (24) hours prior notice to Grantor (unless immediate entry is required to prevent, terminate or mitigate an imminent or threatened violation of this Easement); and

     (c) To prevent any activity on or use of the Property that is inconsistent with the terms of this Easement and to require, at Grantor's expense, the reasonable restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use conducted or authorized by Grantor.

     4.1 Notice and Grantee Concurrence.

     Prior to undertaking permitted activities specified in Paragraphs 4, 5, 9, 10, 11, 12, 13 or 14 of Exhibit C (hereinafter "Concurrence Activities"), Grantor shall provide notice and obtain concurrence from Grantee as provided in this Paragraph 4.1.

     (a) Notice of Intention to Undertake Concurrence Actions. The purpose of requiring Grantor to notify Grantee prior to undertaking certain Concurrence Activities is to afford Grantee adequate opportunity to determine whether the proposed activities in question are consistent or inconsistent with the Purpose of this Easement. Whenever notice is required, Grantor shall notify Grantee in writing not less than thirty (30) days prior to the date Grantors intend to undertake the proposed activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with this Easement.

     (b) Grantee's Concurrence. Where Grantee's concurrence is required, Grantee shall provide or deny its concurrence in writing within thirty (30) days of receipt of Grantor's written request therefor; Grantee's failure to respond within the thirty (30) day review period shall be deemed to be Grantee's concurrence that the activity in question is consistent with the terms of the easement. Grantee's concurrence may be denied only upon a reasonable determination by Grantee that the action as proposed would be inconsistent with this Easement. Should Grantee deny concurrence, Grantee shall, within sixty (60) days of Grantee's denial, initiate the dispute resolution process provided for in Paragraph 5, otherwise Grantor shall be entitled to proceed with the proposed activity in question. In situations where a proposed activity has been specifically described, including nature, scope, location and design in one or both of the Land Use Plans and has been previously reviewed and has received concurrence pursuant to this paragraph, Grantor shall provide notice of proposed commencement of the specific activity pursuant to Paragraph 4.1(a) above, but shall not be required to again obtain Grantee's concurrence before proceeding with the specific activity.

5. Grantee's Remedies.

     (a) The Parties shall make good faith efforts to resolve in a timely manner any disputes or claims that arise from or are related to this Easement or its breach. If Grantee determines that Grantor is in violation of the terms of this Easement, Grantee shall give written notice to Grantor at the address provided in Paragraph 13(j) below, of such violation and demand corrective action sufficient to cure the violation.

     Where said violation involves injury to the Property resulting from any use or activity inconsistent with the purpose of this Easement, which is conducted or authorized by Grantor, or due to Grantor's acts or omissions, Grantee may require reasonable and prompt restoration of the portion of the Property so injured. In instances where Grantor may be required to restore the Property, in order to prevent prejudice to Grantor and permit Grantor to timely investigate the claim, Grantee shall provide such written notice not later than thirty (30) days from the date of the alleged violation, or thirty (30) days from the date on which Grantee has notice of such alleged violation, whichever is later. If Grantee fails to provide such notice within the time required, notwithstanding any other provision of this Easement or remedy at law, Grantor shall have no obligation to restore the Property.

     (b) If, following attempts to resolve the claim or dispute through direct negotiations, Grantor fails to cure said violation within thirty (30) days after receipt of written notice thereof from Grantee, or, if the violation cannot reasonably be cured within a thirty (30) day period and Grantor fails to begin curing such violation within the thirty (30) day period, or if Grantor fails to diligently pursue said violation to completion, either party may submit the claim of violation to arbitration action to enjoin the violation, by temporary or permanent injunction and/or an order to require the reasonable restoration of the Property to a condition which is the same, or at Grantor's election, superior to that which existed prior to any such injury, subject to the following terms.

     Any such arbitration shall be binding and pursued in accordance with the terms of this Section and the Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA"). The judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof. Initially, the Parties shall equally pay for the costs associated with the services provided by the arbitrator, provided that the costs of arbitration may be recovered by the prevailing party(ies) against the other.

     (c) Either party desiring to submit a dispute or claim to arbitration shall first deliver to the other party a written notice, including a statement of the nature of the controversy and relief sought. If within thirty (30) days after delivery of said notice, the relief sought has not been granted, or the controversy or claim has not been resolved in the manner acceptable to the Parties, the arbitration procedures set forth in this Section and the Rules of the AAA shall be commenced. Promptly thereafter the Parties shall jointly appoint an arbitrator from the list of names supplied by the AAA. If the Parties fail to select an arbitrator within said thirty (30) day period, on application by either party, the AAA shall promptly appoint the arbitrator. The arbitrator appointed by the AAA shall be a licensed attorney and have at least ten (10) years experience in the practice of conservation, real estate and/or contract law. A party shall commence arbitration by filing a demand for arbitration in the Central California Regional Office of the AAA.

     (d) Grantor agrees that Grantee's remedies at law for any violation of the terms of this Easement may be inadequate and that, if permitted pursuant to the decision of the arbitrator, Grantee may be entitled to the injunctive relief described in this paragraph, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Easement.

     (e) Notwithstanding the foregoing, if circumstances require immediate action to prevent or mitigate irreparable harm to the Resource Values or to prevent threatened material violation of this Easement, Grantee may, pursuant to law and rules then in effect, seek immediate injunctive relief in the Superior Court of San Luis Obispo County, including ex parte provisional relief as well as a permanent injunction.

     6. Costs of Enforcement. In any action respecting enforcement of the terms of this Easement, the prevailing party shall receive from the other party costs of arbitration or suit, including, without limitation, attorneys' fees, and, in such actions in which Grantee is the prevailing party, any costs or restoration necessitated by Grantor's violation of the terms of this Easement, shall be borne by Grantor, all as allowed pursuant to Paragraph 5 above.

     7. Grantee's Discretion. Enforcement of the terms of this Easement shall be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Easement in the event of any breach of any terms of this Easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Easement or of any of Grantee's rights under this Easement. Reasonable delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall not impair such right or remedy or be construed as a waiver.

     8. Acts Beyond Grantor's Control. Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Property or for restoration thereof, which does not result in a violation or threaten a violation of this Easement, or is not proximately caused by Grantor, including, without limitation, natural disaster, fire, flood, storm, pest infestation, earth movement and fluctuations in the condition of the Property and the Resource Values, due to normal environmental changes, or from any reasonable action taken by Grantor under emergency conditions (1) to prevent, abate, or mitigate significant injury to the Property or improvements thereon resulting from such causes; or (2) to protect the health and safety of the general public.

     9. Operating Costs and Hold Harmless.

     (a) Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep and maintenance of the Property, and agrees that Grantee shall have no duty or responsibility for the operation or maintenance of the Property, the monitoring of any dangerous conditions thereon, or the protection of Grantor, the public or other third parties from risks relating to conditions on the Property. Grantor shall pay, prior to delinquency, any and all assessments, fees and charges lawfully levied by competent authority on the Property or on this Easement and shall furnish Grantee with satisfactory evidence of payment upon written request.

     (b) The successor(s) or assign(s) of Grantor hereby release and agree to hold harmless, Grantee and its members, directors, officers, employees, agents, and contractors and the heirs, personal representatives, successors, and assigns of each of them (collectively "Protected Parties") from and against any and all liabilities, penalties, fines, charges, costs, losses, damages, expenses, causes of action, claims, demands, orders, judgments, or administrative actions, including, without limitation, reasonable attorney's fees, arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due to the sole negligence or willful misconduct of any of the Protected Parties: (2) the violation or alleged violation of, or other failure to comply with, any state, federal, or local law, regulation, or requirement, including, without limitation, CERCLA, unless solely by any of the Protected Parties, in any way affecting, involving, or relating to the Property: (3) the presence or release in, on, from, or about the Property, at any time, of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, unless caused solely by any of the Protected Parties; and (4) the obligations and covenants of Paragraph 9(a).

     10. Reassessment of this Easement. Subsequent to the approval or amendment of any General Plan for the Property, the Parties agree to convene a joint meeting not sooner than twelve (12) months but not later than twenty-four (24) months after said approval or amendment of the GP. The purpose of said meeting will be to assess and determine whether it is in the best interest of the Property and protection of the Resource Values to modify any of the terms and conditions of this Easement. The Parties agree to work in good faith regarding said assessments and determinations and shall notify SCC of their decisions in this regard.

     11. Extinguishment or Modification. If circumstances arise in the future such as to render the purpose of this Easement impossible to accomplish or to necessitate revisions and/or additions, this Easement can only be terminated, extinguished, or modified, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction or by mutual agreement of the Parties and SCC. If the Parties mutually agree that an amendment to this Easement is necessary or appropriate, to be binding such amendment shall be in writing and shall be executed by the Parties and SCC. The amount of the compensation to which Grantee shall be entitled from any sale, exchange, or involuntary conversion of all or any portion of the Property subsequent to any termination or extinguishment, shall be determined as provided by California law at the time and subject to the terms of the Coastal Conservancy CCRs. Grantee shall use all such proceeds in a manner consistent with the conservation purposes of this Easement.

     12. Assignment of Grantee's Interest. Grantee shall make good faith efforts to ensure that not later than the three (3) year anniversary of the recordation of this Easement, Grantee is performing its activities and responsibilities hereunder consistently and substantially in conformance with the 1993 Land Trusts Standards and Practices promulgated by the Land Trust Alliance of Washington D.C. If Grantee is dissolved voluntarily or involuntarily; or Grantee has its federally recognized tax-exempt status revoked, or otherwise determines that it is unable to fulfill its material responsibilities hereunder in a timely manner, Grantee shall assign all of its rights and interest in this Easement to the Land Conservancy of San Luis Obispo County, and by its execution of this Easement, the Land Conservancy of San Luis Obispo County indicates that it has full power and authority to accept such an assignment, grants its consent thereto and agrees to be bound by the terms and conditions hereof. If the Land Conservancy of San Luis Obispo County is not in lawful existence at the time of said assignment, Grantee shall then offer an assignment of this Easement to SCC, and if the SCC declines to accept such an assignment, Grantee shall then offer the assignment of this Easement to The Trust for Public Land. If The Trust for Public Land declines to accept the assignment, Grantee shall assign this Easement to another "qualified organization", within the meaning of Section 170(h) of the Internal Revenue Code of 1954, as amended, or any successor provision, and which is authorized to acquire and hold conservation easements under California law. Any such assignment shall be subject to the prior review and approval of the Coastal Conservancy. In assigning its interest to other than the Land Conservancy of San Luis Obispo County or the SCC, Grantee shall consider: (a) the ability of the successor entity to maintain its status as a qualified organization; (b) the financial strength of the successor entity; and (c) the ability of the successor entity to continue to carry out Grantee's charitable purposes and fulfill Grantee's promises and obligations under and pursuant to this Easement.

     13. General Provisions.

     (a) Controlling Law. The interpretation and performance of this Easement shall be governed by the laws of the State of California.

     (b) Interpretation; Liberal Construction. Nothing in this Easement or any subsequent amendment to this Easement shall be interpreted in a manner inconsistent with the Coastal Conservancy CCRs and in the event of any inconsistency, the Coastal Conservancy CCRs shall prevail and control. This Easement shall guide the preparation of the IUP and the GP, which shall be consistent with the terms of this Easement. Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to effect the purpose of this Easement and the policy and purpose of the California Conservation Easement Act of 1979, as amended. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.

     (c) Severability. If any provision of this Easement, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Easement, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby.

     (d) Memorandum of Understanding. Within one hundred-twenty (120) days following the recordation of this Easement, Grantee and Grantor's successors or assigns shall enter into a Memorandum of Understanding (hereinafter "MOU") that will insure appropriate local involvement in Future Planning Efforts as specified in Paragraph 3(a). The MOU will also provide more specific procedures for implementing the provisions of Paragraph 13(k).

     (e) Entire Agreement. Except for the MOU referenced in Subparagraph (d) above, this instrument sets forth the entire agreement of the Parties with respect to this Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to this Easement, all of which are merged herein.

     (f) Successors. The warranties, representations, covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of the Parties hereto and their respective successors and assigns, and shall continue as covenants and servitudes running in perpetuity with the Property. After recordation of this Easement, Grantor expects to convey the Property to DPR, and upon said conveyance the rights and obligations of TPL as Grantor shall become binding upon and become the rights and obligations of DPR and enforceable against DPR by Grantee.

     (g) Termination of Rights and Obligations. Grantee's rights and obligations under this Easement terminate upon a transfer or conveyance made in accordance with Paragraph 11 above of Grantee's entire interest in this Easement, except that liability for acts or omissions occurring prior to transfer shall survive transfer. Grantor's rights and obligations under this Easement terminate upon transfer of Grantor's entire real property interest in the Property or upon termination of this Easement, except that liability for acts or omissions occurring prior to any transfer or termination shall survive transfer or termination. The rights and obligations of Grantor and Grantee during the term of this Easement shall run with the land and be binding on the succession transferee or assignee of Grantor and Grantee of Grantor's and Grantee's respective interests in this Easement.

     (h) Future Conveyance. Grantor agrees that reference to the Coastal Conservancy CCRs and this Easement will be made in any subsequent deed or other legal instrument by means of which Grantor conveys any real property interest in the Property (including but not limited to a leasehold interest). The Parties further agree to give written notice to each other of the transfer of any interest in the Property at least thirty (30) days prior to the date of such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way.

     (i) Counterparts. The Parties may execute this Easement in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the

     event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.

     (j) Notices. All notices required or permitted under this Easement will be in writing and delivered to the Parties by facsimile transmission, personally by hand, courier service or Express Mail, or by first class mail, postage prepaid, at the addresses set forth below. All notices will be considered given: (a) if sent by mail, when deposited in the mail, first class postage prepaid, addressed to the party to be notified; (b) if delivered by hand, courier service or Express Mail, when delivered; or (c) if transmitted by facsimile, when transmitted. Notice shall be delivered as follows, if to Grantee, addressed to Cayucos Land Conservancy, attn. President, P. O. Box 336, Cayucos, CA 93430, phone: (805) 995-1787; if to DPR addressed to State of California, Department of Parks and Recreation, Attn. District Superintendent, San Luis Obispo District, 3220 Higuera Street, Suite 311, San Luis Obispo, CA 93401, phone (805) 549-3312: if to TPL addressed to The Trust for Public Land, Legal Dept., 116 New Montgomery, Third Floor, San Francisco, CA 94105, phone (415) 495-5660; and if to SCC addressed to the State of California Coastal Conservancy, 1330 Broadway, 11th Floor, Oakland, CA, 94612-2530; phone (510) 286-1015. The Parties may, by notice as provided above, designate a different address to which notice will be given.

(k) Applicability to After Acquired Property. As provided in the MOU, should the successor or assign of Grantor acquire ownership or control of any portion of the Cal Trans Highway 1 right of way contiguous to the Property (hereinafter "Contiguous Property"), the terms and conditions of this Easement shall be used to guide said party's use of the Contiguous Property to the extent allowed by law or any conditions imposed by CalTrans at the time of such acquisition. The successor or assign of Grantor shall adopt or amend the IUP or GP before establishing any use or activity on the Contiguous Property.

IN WITNESS WHEREOF, the Parties have executed this Easement.

GRANTOR:

The Trust for Public Land, a California nonprofit public benefit corporation

By: _______________________

Title: _______________________

By: _______________________

Title: _______________________

Date: _______________________

   GRANTEE:

Cayucos Land Conservancy, a California nonprofit public benefit corporation

By: _______________________

Title: _______________________

By: _______________________

Title: _______________________

Date: _______________________
     
THE UNDERSIGNED AGREES WITH THE PROVISIONS OF SECTION 12 ABOVE:

The Land Conservancy of San Luis Obispo, a California nonprofit public benefit corporation

By:_____________________________

Title:____________________________

By:_____________________________

Title:____________________________

Date:___________________________

 		    
     

ACKNOWLEDGMENT

State of          )
                      )ss.
County of       )

     On this _____ day of ______________, 20__, before me, __________________________, a notary public, personally appeared ___________________________ and ___________________________________, personally known to me (or 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.

________________________________
Notary Public

My commission expires _____________

ACKNOWLEDGMENT

State of          )
                      )ss.
County of       )

     On this _____ day of ______________, 20__, before me, ________________________, a notary public, personally appeared _______________________________and ________________________________, personally known to me (or 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.

________________________________
Notary Public

My commission expires _____________

ACKNOWLEDGMENT

State of          )
                      )ss.
County of       )

     On this _____ day of ______________, 20__, before me, _________________, a notary public, personally appeared _______________________________and ________________________________, personally known to me (or 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.

________________________________
Notary Public

My commission expires _____________

PROPERTY DESCRIPTION

EXHIBIT A

BASELINE INVENTORY


     The Baseline Inventory of the Property prepared by The Morro Group, dated March 10, 2000, for reference purposes, has been finalized and original copies of said inventory which are in the possession of Grantor, Grantee, DPR and SCC. Said inventory shall not be recorded with this Easement.

EXHIBIT B

PERMITTED USES AND ACTIVITIES

     The following enumerated uses and activities are permitted under this Easement, provided that they are undertaken in a manner consistent with the terms and conditions of this Easement; that all applicable governmental approvals and permits are properly obtained; and they are not "Prohibited Uses and Activities" as listed in Exhibit D:

     1. Administration of appropriate resource management, public access, interpretation and public safety programs to ensure that both the Resource Values are protected and that the public can experience a safe and enjoyable use of the Property.

     2. Activities to restore the Resource Values on the Property to the extent and in the manner permitted in the Land Use Plans adopted for the Property. Permitted uses shall include but not be limited to removal of abandoned structures, invasive, non-native plant species, revegetating with indigenous species, and earth removal and/or grading strictly related to archeological site stabilization and/or recovery and to restoration work all to the extent and in the manner permitted in the Land Use Plans.

     3. Public access to the Property for passive recreational, educational and scientific uses and activities, including land-based and water-based activities, to the extent and in the manner permitted in the Land Use Plans.

     4. If consistent with this Easement and reasonably necessary for appropriate use of the Property by the public, and then to the extent and in the manner permitted by the Land Use Plans, the installation and maintenance of those minimum support facilities necessary to accommodate passive recreational uses for the public's enjoyment and to protect public health and safety. Said minimum support facilities shall be limited to: dedicated public parking and access areas on the Property to serve the users thereof; water fountains; trash containers; restroom facilities, provided that any permanent restroom facilities cannot be constructed unless recommended and approved as part of a GP or amendment to a GP; benches and picnic tables; informational, interpretive and educational signs and displays; and fencing or other safety measures reasonably necessary to protect public health and safety and natural resources. Such minimum support facilities shall to the maximum extent practical be located outside of the Highway 1 view shed; site paving with non-pervious materials and lighting shall not be permitted unless required for compliance with the Americans with Disabilities Act (ADA) and any successor statutes thereto or otherwise required by law for public safety.

     5. Erection or placement of signs on the Property which are: required by the Coastal Conservancy CCRs; consistent with the Land Use Plans; unit signs; interpretive trail, directional, and/or public safety signs; signs referencing property boundaries and signs referencing prohibited activities.

     6. The creation, improvement or alteration of trails and paths necessary or beneficial for public use of the Property to the extent and in the manner permitted in the Land Use Plans. With the exception of stream crossings and wood plank walkways, trails and paths shall be unpaved pervious surfaces unless impervious surfaces are necessary to satisfy legal requirements of the ADA, any successor statute to the ADA, or are otherwise required by law for public safety purposes.

EXHIBIT C

     7. Activities undertaken to address emergency conditions or situations, including fire management measures, and flood and drainage control measures as are reasonably necessary and appropriate under the circumstances and which are required to be performed by an agency with jurisdiction over the Property.

     8. Maintenance and repair of existing utility lines and structures located in or under the Property pursuant to an existing recorded easement, map or other legal instrument, and the undergrounding of said lines and structures as appropriate.

     9. The depositing on the Property of human cremated remains.

     10. Testing, recovery and stabilization of archeological, historical and cultural resources and artifacts; and management activities necessary for their protection and interpretation.

     11. If consistent with this Easement, the lease of a portion of the Property for a non-commercial open space, scenic or ecological use, or a voluntary conveyance of fee title to the Property to a governmental entity, except as prohibited in Exhibit D, or nonprofit entity for conservation, scenic open space or public access purposes.

     12. Actions not prohibited in Exhibit D taken to carry out applicable federal, state or local government-mandated measures to protect public health and safety or to protect the environment, which actions shall be carried out in a manner consistent with the intent and terms of this Easement.

     13. Provided the same are consistent with this Easement and not prohibited by Exhibit D, those additional uses and activities which may be provided for under the Land Use Plans.

     14. Preparation, adoption and amendment of the Land Use Plans and/or an HCP.

PROHIBITED USES AND ACTIVITIES

The following uses and activities are deemed inconsistent with this Easement and therefore are expressly prohibited on the Property:

     1. Activities that materially alter, impair, disturb or diminish the Resource Values of the Property in a negative manner. To assist in monitoring compliance with this paragraph, the Resource Values of the Property are documented in the Baseline Inventory.

     2. The construction, creation or erection of any structure, building, mobile home, visitor center, concessionaire stand, residence, road, driveway, parking area, recreational vehicle park, campground, jetty, dock, or pier on the Property, except for minimum support facilities permitted in Paragraph 4 of Exhibit C.

     For purposes of this Easement, the term "structure" shall mean and include without limitation, any building, road, sign, pipe, flume, conduit, fence, above or below ground utility lines, sewers, septic tanks or leach lines and shall fully encompass all applications of this term pursuant to the California Coastal Act, Public Resources Code "'

30,106 as defined under prevailing law existing on the date of transfer.

     3. The Property shall not be developed in any manner and no structure shall be placed on the Property by any person or entity, except as specifically permitted in Exhibit C.

     For purposes of this Easement, the terms "developed" or "development" shall be broadly interpreted and hall include without limitation, in or on the Property, and in or under waters associated therewith, the placement, installation, construction or erection of any solid material or structure; discharge or disposal of any dredged material or any gaseous, liquid, solid, or thermal waste; grading, removing, dredging, mining, or extraction of any materials; any division, subdivision, partition, or de facto subdivision of the Property of the land, including lot line adjustments; construction, reconstruction or alteration of the size of any structure, including any facility of any private, public or municipal utility; and the removal of native vegetation, except as part of a restoration or resource management plan if recommended in the Land Use Plans, and shall also fully encompass all applications of these terms pursuant to the California Coastal Act, Public Resources Code "'

30,106 as defined under prevailing law existing on the date of transfer.

     4. The use or lease of the Property for residential, commercial, retail, industrial or mining purposes. The establishment of any for-profit or non-profit visitor-serving commercial or retail uses, including without limitation, commercial recreational uses. The construction, placement, or erection of any advertising signs or billboards.

EXHIBIT D

     5. The following uses or activities which are prohibited under the Coastal Conservancy CCRs: No development rights or credits that are or may become associated with the Property and any entitlements appurtenant thereto, shall be transferred or conveyed from any lot within the Property or off the Property to other lands. No restoration, enhancement or other management or manipulation of the natural ecosystem on the Property shall be used as mitigation for or to compensate for adverse changes to the environment elsewhere unless identified in an approved HCP and authorized by the Coastal Conservancy. The Property (including any portion of it or any interest in it) may not be used as security for any debt. The Property and all interests therein shall not be voluntarily conveyed to United States Government, or any agency, subdivision or representative thereof.

     6. The use of motor vehicles on the Property, except to the extent strictly necessary for Grantor to maintain and manage the Property consistent with this Easement (including access for emergency vehicles), and except for use by the public in the dedicated parking and access areas permitted under Exhibit C.

     7. The willful introduction of exotic animals or plants that would significantly and materially alter the Resource Values. Any substantial, deleterious disturbance or change in the natural habitat on the Property documented in the Baseline Inventory as "Protected Habitat," including planting of agricultural crops or the willful introduction or conversion of native vegetation to exotic or non-native species.

     8. The storage, burying, dumping or accumulation of trash, ashes (except as permitted in Paragraph 9 of Exhibit C), garbage, or waste on the Property, except as temporarily needed during the construction, maintenance, repair or improvement of the Property.

     9. Any exploration or extraction of oil, gas, minerals, hydrocarbons, soil, sands, gravel or other material in, on or beneath the Property. Any grading, ditching, draining, filling, excavating, drilling, disposal, removal of topsoil, sand, gravel, rock, or minerals, or the disturbance of the surface or change in the topography of the Property, except to the extent strictly related to activities permitted under Exhibit C.

     10. The use of the Property for hunting.

COMMUNITY VISION STATEMENT


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