12 Escrow Holder, title exceptions resulting from documents being recorded or delivered through Escrow pursuant to this Agreement, or otherwise approved in writing by the Buyer;
(B) Escrow must not have been canceled or this Agreement terminated; (C) Seller’s covenants, representations, and warranties shown above are true as of the Close of Escrow;
(D) Seller must not be in breach or default of any of its obligations under this Agreement, including, but not limited to, the delivery of the Grant Deed to Escrow; and,
(E) Buyer shall have provided written notice to Seller of its satisfaction with the condition of the Property or waived the conditions listed in Section 1.5.
The foregoing conditions precedent are for the benefit of Buyer and may only be waived in a writing signed by Buyer. If any one of the conditions precedent set forth in this Section is not satisfied or waived in writing prior to the Close of Escrow, Buyer shall have the right either to: (i) terminate this Agreement, in which case Buyer shall be entitled to a refund of its Deposit, unless the failure of a condition precedent is caused by Buyer’s material default, or (ii) proceed and consummate the transaction.
3.3 Cooperation. Buyer and Seller agree that each will, in good faith, endeavor to remove all said contingencies and conditions that are within its control.
ARTICLE 4
ESCROW PROVISIONS
4.1 Escrow, Escrow Holder, and Opening of Escrow. Buyer’s delivery to Escrow Holder of a fully executed original of this Agreement constitutes the opening of Escrow.
4.2 Escrow Instructions. The Parties shall provide a copy of this Agreement and supplemental escrow instructions, signed by both Parties, and any other document necessary to consummate the sale/purchase of the Property and to the Close of Escrow as contemplated by this Agreement to the Escrow Holder. Without limiting the effect of the foregoing, Escrow Holder’s general conditions will be binding on Seller and Buyer. In the event of any conflict between the provisions of this Agreement and the Escrow Holder’s general conditions, this Agreement shall prevail.
4.3 Close of Escrow. Escrow for the Property shall close on or before October 31, 2026, upon the recordation of the Grant Deed in accordance with the terms and conditions hereof and Escrow Holder’s performance of all other tasks identified herein (“Close of Escrow” or “Closing Date” or “Closing”). Any extension of the Close of Escrow shall not be effective unless and until a fully executed (by Buyer and Seller) original of any such written extension is provided to the Escrow Holder. In any event, the Close of Escrow shall only occur after all conditions set forth in this Agreement have been satisfied or waived.
13 4.4 Preliminary and Supplemental Title Reports. Within five (5) days of the Effective Date, Seller must instruct Escrow Holder to obtain and provide Buyer with a preliminary title report with respect to the Property (“Preliminary Title Report”), together with copies of the instruments underlying all exceptions that are referred to in the Preliminary Title Report (collectively, the “Title Documents”). Buyer shall have thirty (30) days from receipt of the Preliminary Title Report to review and approve the Preliminary Title Report and the Title Documents. If Buyer fails to disapprove any item in the Preliminary Title Report by a writing delivered to Seller and Escrow Holder within thirty sixty (60) days of receipt, then Buyer will be conclusively considered to have approved the item. If Buyer disapproves any item, Seller shall have a period of thirty (30) days after receipt of Buyer’s notice of disapproval in which to deliver written notice to Buyer of Seller’s election either to: (i) agree to remove or cure the objectionable items prior to the Close of Escrow, or (ii) decline to remove or cure any such title exceptions. If Seller declines to remove or cure any such disapproved title exceptions, Buyer shall, prior to expiration of the Feasibility Period, provide written notice to Seller of its election to: (i) accept the Property subject to the objectionable items, or (ii) cancel the Escrow and terminate this Agreement. If Buyer fails to provide such written notice to Seller of its election prior to the expiration of the Feasibility Period, then Buyer shall be conclusively considered to have agreed to accept the Property subject to the objectionable items. If Buyer cancels the Escrow and terminates this Agreement, then the Deposit shall be returned to Buyer.
4.5 Condition of Title. At the expiration of the Feasibility Period, all matters contained in the Title Documents that Buyer has approved, or is considered to have approved, are “Permitted Exceptions.” Seller must convey the Property to Buyer in fee simple title, which must be, except for the Permitted Exceptions, free and clear of all known mortgages, liens, charges, encumbrances, encroachments, easements, conditions, exceptions, assessments, taxes, or other defects in title.
4.6 Escrow Closing Costs. Escrow and closing costs shall be paid by Buyer and Seller as follows.
(A) Except as otherwise provided herein, Buyer shall pay the costs associated with this transaction as follows:
(1) One-half the cost of obtaining a standard title coverage policy. (2) The entire cost of obtaining any extended ALTA (American Land Title Association) coverage title policy, survey, or endorsements, if Buyer elects to incur such costs.
(3) One-half of the escrow charges related to this transaction. (B) Except as otherwise provided herein, Seller shall pay the costs associated with this transaction as follows:
(1) One-half of the cost of obtaining a standard title coverage policy. (2) One-half of the escrow charges related to this transaction.
14 (C) Current non-delinquent real estate taxes, if any, shall be prorated between Buyer and Seller as of the Close of Escrow. All other escrow and closing costs shall be paid per the custom of the County of San Luis Obispo, as determined by Title Company.
4.7 Obligations of Buyer. If all of the conditions precedent have been met or waived, then by Close of Escrow, Buyer must deposit with Escrow Holder, in immediately available funds, the Purchase Price (less the amount of the Deposit), plus all other amounts for which Buyer is responsible. Buyer must also deposit the following documents:
(A) A Preliminary Change of Ownership Statement, if required; (B) All other sums and documents required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement, including Buyer’s portion of prorations, if any;
(C) A Certificate of Acceptance of Grant Deed, duly executed and acknowledged by Buyer; and,
(D) In the event that Buyer elects to have any Lease(s) assigned to Buyer, then an assignment and assumption agreement that assumes all of Seller’s rights, title, obligations, and interests under the lease with such tenant(s) from Seller, in a form mutually agreed-to by the Parties.
4.8 Obligations of Seller. In addition to fulfilling any other obligations of Seller contained in this Agreement, by Close of Escrow, Seller must deposit into Escrow:
(A) The Grant Deed in recordable form and duly signed and acknowledged by Seller; (B) All sums for which Seller is responsible, including, but not limited to, any sums necessary to cancel or pay taxes, special taxes, fees, charges, assessments, and other sums necessary to deliver free and clear title subject only to the Permitted Exceptions. Upon written authorization of Seller, such sums may be paid out of the Purchase Price;
(C) Documents reasonably required of Seller by Escrow Holder to carry out Close of Escrow. By the Close of Escrow, Seller must sign and deposit with Escrow Holder an original California Form 593-C and Certification of Non-Foreign Status (FIRPTA Certificate);
(D) Such proof of Seller’s authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Title Policy; and, (E) In the event that Buyer elects to have any Lease(s) assigned to Buyer, then an assignment and assumption agreement that assigns all of Seller’s rights, title, and interests under the lease with such tenant(s) to Buyer, in a form mutually agreedto by the Parties.
15 4.9 Pro Forma Title Report & Estimated Closing Statement. The Escrow Holder must request from the Title Company a “Pro Forma Title Policy” at least five (5) days before the Close of Escrow and must deliver it to Buyer for Buyer’s approval before the Close of Escrow. The Buyer will be considered to have approved the Pro Forma Title Policy if it contains only the Permitted Exceptions. The Escrow Holder must deliver to the Buyer and Seller an estimate of Closing Costs at least five (5) days before the Close of Escrow.
4.10 Title Policy. Escrow Holder must deliver to Buyer, through Escrow, an ALTA owner’s standard policy of title insurance (or extended policy, if requested by Buyer), insuring Buyer as fee owner of the Property, subject only to the usual printed title company exceptions and the Permitted Exceptions, in an amount equal to the Purchase Price, issued by Title Company and dated as of the Close of Escrow.
4.11 Signing of Other Documents; Compliance with Regulations. The Parties will do all things and sign all documents that are reasonably necessary for Close of Escrow to occur.
Furthermore, the Parties will comply at their own expense with all applicable laws and governmental regulations required for Close of Escrow to occur, including, but not limited to, any required filings with governmental authorities.
4.12 Recording of Documents and Delivery of Funds. On receipt of the funds and instruments described in this Article 4, and on the satisfaction or waiver of the conditions precedent to Close of Escrow, Escrow Holder must:
(A) Disburse to Seller the Purchase Price, less any Closing Costs owed by Seller under this Agreement;
(B) Cause the Grant Deed and other documents as specified in this Agreement to be recorded in the Office of the County Recorder of the County of San Luis Obispo, California;
(C) Deliver conformed copies of the Grant Deed and all other appropriate documents to Buyer and Seller on Close of Escrow; and
(D) Deliver an original of the FIRPTA Certificate to Buyer and Seller on Close of Escrow.
4.13 Escrow Cancellation Charges. If Escrow fails to close because of the default of either Party, the defaulting Party shall be liable for all Escrow cancellation charges. If Escrow fails to close for any other reason, the Parties will equally share payment of all Escrow cancellation charges.
4.14 Prorations. Unless otherwise agreed in writing, the following items shall be paid current; then, subject to the provisions of this Section 4.14, each of the items listed in this Section
4.14 (the "Proration Items") shall be apportioned in respect of the Property as of 11:59 p.m. on the Closing Date. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Date, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Closing Date.
16 (A) Taxes and Assessments. Real estate taxes, if any, and assessments imposed by any governmental authority (“Taxes”), if any, with respect to the Property for the relevant tax year in which the Property is being sold and that are not yet due and payable or that have not yet been paid shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to any period after the Close of Escrow. To the best of Seller’s knowledge, Seller is not subject to any Taxes.
(B) Owner Deposits. Seller shall receive a credit at the Close of Escrow for all bonds, deposits, letters of credit, set aside letters or other similar items, if any, that are outstanding with respect to the Property that have been provided by Seller or any of its affiliates to any governmental agency, public utility, or similar entity (collectively, “Owner Deposits”) to the extent assignable to Buyer. (C) Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this Section 4.14, then, provided Buyer or Seller identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later than eight (8) months after the Close of Escrow). Payments in connection with the final adjustment shall be due no later than forty-five (45) days after such amount is known and provided to the owing party. Seller shall have reasonable access to, and the right to inspect and audit, Buyer’s books to confirm the final prorations for a period of eight (8) months after the Close of Escrow.
Notwithstanding anything to the contrary stated in this Section 4.14, except for any Post Closing Prorations, all prorations made under this Section 4.14 shall be final as of the Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the Close of Escrow.
ARTICLE 5
NOTICES
5.1 Notices. All notices under this Agreement must be in writing. All notices must be sent with postage fully prepaid and be addressed to the respective Parties as set forth below or to other addresses and persons as the Parties may designate by written notice to the other Parties. The Notices will be effective:
(A) When personally delivered by the other Party or messenger or courier of the other Party;
(B) Three (3)-business days after deposit in the United States mail, registered or certified;
17 (C) Twenty four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or
(D) On receipt of an email transmission, if a hard copy of the transmission is thereafter delivered in one of the methods described in (A) through (C) above.
TO THE SELLER:
San Luis Coastal Unified School District
Attn: Assistant Superintendent, Business Services
1500 Lizzie Street
San Luis Obispo, CA 93401
Phone: (805) 549-1200
Email: [email protected]
With a copy to:
Lozano Smith, LLP
Attn: Harold Freiman & Kelly Bedell
733 Marsh Street, Suite 200
San Luis Obispo, CA 93401
Email: [email protected]; [email protected] TO THE BUYER:
City of Morro Bay
595 Harbor Street
Morro Bay, CA 93442
Attention: City Manager
Email: [email protected]
With a copy to:
City of Morro Bay
595 Harbor Street
Morro Bay, CA 93442
Attention: City Attorney
Email: [email protected]
TO THE ESCROW HOLDER:
Chicago Title Company
Attn: Tammy Brown
780 Monterey Ave, Suite 101
Morro Bay, CA 93442
Email: [email protected]
18 ARTICLE 6
DEFAULT AND DAMAGES
6.1 DEFAULT BY BUYER; TERMINATION BY BUYER. BUYER AND SELLER
HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSE OF
ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, OR THE CLOSE OF
ESCROW FAILS TO OCCUR BECAUSE BUYER ISSUES A TERMINATION
NOTICE AFTER EXPIRATION OF THE DUE DILIGENCE PERIOD, SELLER WILL
SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL
NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT
AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN.
IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE
POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF
ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO
INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE
NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT
OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE
DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE
EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER
DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER
AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN (IF
SELLER ALREADY HOLDS THE DEPOSIT) THE DEPOSIT AS LIQUIDATED
DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER. SUCH RETENTION OF
THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE
CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION.
SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND
UNDERSTAND THE PROVISIONS OF THIS SECTION 6.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.
Seller’s Initials:
Buyer’s Initials:
6.2 Default by Seller. If Seller defaults in its obligations to sell and convey the Property to Buyer pursuant to this Agreement (all of the conditions to Seller’s obligations to close having been satisfied or waived), Buyer’s sole and exclusive remedy shall be to elect one of the following: (a) to terminate this Agreement and recover the Deposit in full or (b) to bring a suit for specific performance of Seller’s obligations to proceed to Closing.
19 In the event Buyer elects to pursue option (b) set forth above, but specific performance is not available due to Seller’s transfer of the Property to a third party, then Buyer’s remedy is limited to recovery of: (i) the Deposit, and any other funds deposited into Escrow (ii) Buyer’s actually incurred out-of-pocket third party costs for Buyer’s Inspections, not to exceed the amount of Five Hundred Thousand Dollars ($500,000.00). Seller acknowledges the unique and special character of the Property and its utility to Buyer and agrees that specific performance is an appropriate remedy for Seller’s default under this Agreement.
6.3. Notwithstanding the foregoing Sections 6.1 and 6.2, if either Party acts with malice, willful misconduct, or fraud, the other Party shall be entitled to pursue all remedies available in law or equity.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 General Terms.
(A) This Agreement supersedes all negotiations and previous agreements between the Parties related to the purchase and sale of the Property, including but not limited to that certain Property Access License between the San Luis Coastal Unified School District and City of Morro Bay dated January 29, 2026. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by both Parties. (B) Exhibits attached to this Agreement are incorporated into this Agreement by reference. The Recitals shown are considered true, are incorporated into this Agreement as though set forth fully herein, and are binding on Seller and Buyer. (C) This Agreement confers no rights on any party except the signatories to the Agreement. This Agreement is binding on the Parties hereto and their respective heirs or representatives, and their permitted transferees, successors, and assigns.
Neither Party shall have the right to transfer or assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.
(D) All actions to be performed, or permitted to be performed, at a time after the Close of Escrow, whether specifically referred to as surviving the Close of Escrow or not, and all covenants, representations and warranties of the Parties, will survive the Close of Escrow.
(E) Time is of the essence in this Agreement.
(F) This Agreement must be construed according to its fair meaning and as if prepared by both Buyer and Seller. This Agreement must be construed in accordance with the laws of the State of California in effect on the Effective Date.
Any action or proceeding seeking any relief under or with respect to this
20 Agreement shall be brought solely in the Superior Court of the State of California for the County of San Luis Obispo.
(G) Unless stated otherwise in this Agreement, the rights and remedies of the Parties are cumulative. A Party’s exercise of any of its rights or remedies will not preclude its exercise, at the same or at different times, of any other rights or remedies for the same, or any other default.
(H) Buyer and Seller acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the acquisition of the Property or to accomplish the objectives and requirements that are set out in this Agreement. Both Buyer and Seller hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete this transaction in accordance with the intent of the Parties as evidence in this Agreement and the Exhibits attached hereto.
7.2 No Brokers.
Each Party represents and warrants that neither Party has retained any brokers or finders to represent its interests in connection with this transaction. Each Party agrees to indemnify and hold the other harmless from and against all liabilities, costs, damages and expenses, including, without limitation, reasonable attorneys’ fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay any additional broker’s commission and/or finder’s fee.
7.3 Attorney’s Fees and Costs
In the event of any legal proceeding arising out of or relating to this Agreement, each Party shall be responsible to bear its own attorneys' fees and expenses (including expert witness fees) arising from the proceeding, regardless of which Party prevails in the proceeding.
7.4 Severability
If any provision of this Agreement is held invalid, void, or unenforceable by a court of competent jurisdiction, but the remainder of the Agreement can be enforced without failure of material consideration to any Party, then this Agreement shall not be affected and it shall remain in full force and effect, unless amended or modified by mutual consent of the Parties; provided, however, that if the invalidity or unenforceability of any provision of this Agreement results in a material failure of consideration, then the Party adversely affected thereby shall have the right in its sole discretion to terminate this Agreement upon providing written notice of such termination of the other Party. In such event of termination, Seller shall retain any portion of the Deposit released to Seller as of the date of termination unless otherwise provided by this Agreement.
7.5 Damage and Condemnation
21 If before Close of Escrow, the Property or any portion thereof is destroyed or damaged, the Seller shall apply all proceeds of any insurance policy applicable to the loss to the restoration of the Property. If, before Close of Escrow, the Property becomes subject to a taking by virtue of eminent domain by any entity that is not the Buyer, the Buyer shall have a right to contest the taking of the Property as the highest and best use of the property, or shall have the right to terminate this Agreement and the Deposit shall be returned to Buyer.
7.6 Force Majeure
No Party shall be deemed to be in default where failure or delay in the performance of any of its obligations under this Agreement is caused by floods, earthquakes, other acts of nature, fires, wars, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond a Party’s control, shortage of materials (exclusive of prefab/modular building products), prohibitory court actions (such as restraining orders or injunctions) or other causes beyond a Party’s control. If any such events shall occur, the time for performance by any Party of its obligations hereunder shall be extended for the period of time that such events prevented such performance.
7.7 Electronic Signatures and Execution in Counterpart
Signatures delivered electronically shall be as binding as originals upon the Parties so signing and delivering. This Agreement may be executed in counterparts, each of which shall constitute an original of the Agreement.
7.8 Authority to Sign
Each person executing this Agreement on behalf of either Party does hereby personally represent and warrant that he or she had the authority to execute the Agreement on behalf of and to fully bind such Party.
[Signatures on the following page]
22 IN WITNESS WHEREOF, the Parties have executed this Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions as of the Effective Date first set forth above:
SELLER:
By:
Name:
Its:
BUYER:
By:
Name:
Its:
23 ACKNOWLEDGMENT AND ACCEPTANCE BY ESCROW OFFICER
We acknowledge receipt of an original of the foregoing Escrow Instructions and the enclosures listed, and we agree to act as Escrow Holder under the terms and conditions of the instructions.
By: _______________________________ Dated ________________, 20__ Its: Authorized Officer
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Morro Bay, County of San Luis Obispo, State of California, described as follows:
PARCEL A: (A.P.N.: 066-044-011)
Lot 5 and that portion of Lot 4 in Block 50 of Tract No. 2, in the City of Morro Bay, County of San Luis Obispo, State of California, according to map recorded April 18, 1931 in Book 5, Page 20 of Maps, described as follows:
Beginning at the Northeast corner of said Lot 4; thence South 0° 55’ East along the Easterly line of said Lot, 22 feet; thence leaving said Easterly line South 89° 05’ West and parallel with the Northerly line of said Lot, 88 feet to a point in the Easterly line of the property conveyed to R. L.
Sowell, et ux., in deed dated July 9, 1946 and recorded July 25, 1946 in Book 413, Page 320 of Official Records; thence North 0° 55’ West along the Easterly line of the property so conveyed, 22 feet to a point in the Northerly line of said Lot; thence North 83° 05’ East along said Northerly line, 88 feet to the Point of Beginning.
PARCEL B: (A.P.N.: 066-280-045)
(Notice of Merger and Certificate of Compliance – 2016-062007) PARCEL 1:
That portion of Lot 10 of the subdivision of a part of the Rancho San Bernardo, in the County of San Luis Obispo, State of California, according to map recorded January 5, 1907 in Book 1, Page 6 of Maps, in the office of the County Recorder of said County, described as follows:
Beginning at the point of intersection of the Southwesterly line of said Lot 10 with the West line of C Street as shown on the map of Tract No. 53, recorded February 24, 1950 in Book 5, Page 74 of Maps; thence North 27° 27’ East along the Southeasterly boundary line of Tract No. 53, 450 feet to the true point of beginning, said point also being the most Northerly corner of the land described in the deed to the Morro Union School District of San Luis Obispo County recorded June 20, 1936 in Book 197, Page 120 of Official Records; thence South 62° 33’ East along the Northeasterly line of the land described in said deed 208.71 feet; thence North 27° 27’ East parallel with the Southeasterly boundary line of Tract No. 53, 208.71 feet; thence North 62° 33’ West, 208.71 feet to a point on the Southeasterly boundary line of said Tract No. 53; thence South 27° 27’ West along said Southeasterly boundary line 208.71 feet to the true point of beginning.
Together with
PARCEL 2:
That portion of Lot 10 of the subdivision of a part of the Rancho San Bernardo, in the County of San Luis Obispo, State of California, according to map recorded January 5, 1907 in Book 1, Page 6 of Maps, in the office of the County Recorder of said County, described as follows:
Beginning at the point of intersection of the Southwesterly line of said Lot 10 with the East line of D Street as shown on map of Tract No. 2, recorded in Book 5, Page 20 of Maps, in the office of the County Recorder of said County, said point of intersection being the Northwest corner of Lot 5 in Block 51 of said Tract No. 2; thence along the South line of said Lot 10 and the North line of said Lot 5 in Block 51 South 62° 33’ East the recorded bearing of the North line of said Tract No. 2 being South 60° 43’ East, 21.91 feet to a 4” X 4” stake, the true point of beginning; thence from said true point of beginning North 62° 33’ West along the Southerly line of said Lot 10, being also the Northerly line of said Tract No. 2, 500 feet to a 4” X 4” stake; thence North 27° 27’ East 450 feet to a 4” X 4” stake; thence South 62° 33’ East, 500 feet to a 4” X 4” stake; thence South 27° 27’ West, 450 feet to the point of beginning.
EXCEPTING THEREFROM that portion of said land conveyed to the County of San Luis Obispo by the Deed and Resolution of Acceptance recorded July 8, 1938 in Book 241, Page 431 of Official Records.
ALSO EXCEPTING THEREFROM that portion of said land conveyed to the City of Morro Bay by the Deed and Resolution of Acceptance recorded December 29, 1966 in Book 1420, Page 596 of Official Records.
Together with
PARCEL 3:
That portion of Lot 10 of the subdivision of a part of the Rancho San Bernardo, in the County of San Luis Obispo, State of California, according to map recorded January 5, 1907 in Book 1, Page 6 of Maps, in the office of the County Recorder of said County, described as follows:
Commencing at the point of intersection of the Southwesterly line of said Lot 10 with the East line of D Street as shown on map of Tract No. 2, recorded in Book 5, Page 20 of Maps, in the office of the County Recorder of said County, said point of intersection being the Northwest corner of Lot 5 in Block 51 of said Tract No. 2; thence along the South line of said Lot 10 and the North line of said Lot 5 in Block 51 South 62° 33’ East, the recorded bearing of the North line of said Tract No. 2 being South 60° 43’ East, 21.91 feet to a 3” X 4” stake the true point of commencement, said true point of commencement being the Southeast corner of that certain tract of land conveyed by Refugia Herrera to the Morro Union School District in deed recorded June 20, 1936 in Book 197, Page 120 of Official Records; thence running from said true point of commencement South 62° 33’ East along the Northerly line of said Tract No. 2 and along the Southerly line of said Lot 10, a distance of 484.00 feet to a 3” X 4” stake; thence North 27° 27’ East, 450.00 feet to a 3” X 4” stake; thence North 62° 33’ West, 484.00 feet to the Northeast corner of the aforementioned conveyed tract; thence South 27° 27’ West, 450.00 feet along the Southeasterly line of said conveyed tract to the point of commencement.
EXCEPTING THEREFROM that portion of said land conveyed to the City of Morro Bay in the Deed and Resolution of Acceptance recorded March 28, 1965 in Book 1348, Page 82 of Official Records.
ALSO EXCEPTING THEREFROM that portion of said land conveyed to the City of Morro Bay in Deed and Resolution of Acceptances recorded March 31, 1987 in Book 2971, Page 51 of Official Records and recorded April 5, 1988 in Book 3126, Page 902 of Official Records.
Together with
PARCEL 4:
That property per document number 2016-057646, recorded on November 2, 2016 in the office of the County Recorder, in the County of San Luis Obispo, State of California and repeated here for convenience:
That portion of Lot 10 of Rancho San Bernardo as shown on map recorded in Book 1 of Maps, at
more particularly described as follows:
Commencing at the southeasterly most corner of Lot 8, Block 50 as shown on map recorded in Book A of Maps, at Page 35 in the office of the County Recorder of said County; Thence along the easterly line of said Lot 8, North 0°30’00” West, a distance of 53.52 feet, to the southerly line of Lot 10 of Rancho San Bernardo as shown on map recorded in Book 1 of Maps, at Page 6 in the office of the County Recorder of said County, Thence continuing along a prolongation of the easterly line of said Lot 8, North 0°30’00” West, a distance of 24.35 feet; Thence North 69°29’28” West, a distance of 100.25 feet, to the beginning of a tangent curve, concave southerly and having a radius of 33.00 feet; thence westerly along said curve through a central angle of 36°18’10”, an arc distance of 20.91 feet, to a point on the southerly line of said Lot 10, also being the True Point of Beginning; Thence continuing along said curve through a central angle of 34°06’22”, an arc distance of 19.64 feet, to the northerly prolongation of the westerly line of said Lot 8; Thence along the westerly prolongation of said Lot 8, North 0°22’46” West, a distance of 19.11 feet, to the southerly line of said Lot 10; thence along the southerly line of said Lot 10, South 62°14’49” East, a distance of 18.53 feet to the True Point of Beginning.
APN: 066-044-011 and 066-280-045
EXHIBIT B
FORM OF GRANT DEED
[Continued on next page]
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Morro Bay
Attn: City Clerk
595 Harbor Street
Morro Bay, CA 93442
MAIL TAX STATEMENTS TO:
Same as above
RECORDER: Exempt:
This instrument is for the benefit of a
municipality of the State of California and is
entitled to be recorded without fee subject to
Govt. Code 27383 and 6103 Recorder’s Use Only
No Documentary Transfer Tax is due on this document pursuant to Revenue and Taxation Code Section 11922.
GRANT DEED
Assessor’s Parcel Numbers: 066-044-011 and 066-280-045
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the undersigned, the San Luis Coastal Unified School District, a public corporation (“Grantor”), hereby grants to the City of Morro Bay, a municipal corporation (“Grantee”), that certain real property in the County of San Luis Obispo, State of California described in Exhibit “1” to Grant Deed, attached hereto and incorporated herein, together with all buildings and improvements located thereon, subject to any covenants, conditions, restrictions, easements, and other matters of record (the “Property”).
In witness whereof, Grantor has caused this Grant Deed to be executed as of the _____ day of _________________, 20__.
GRANTOR: SAN LUIS COASTAL UNIFIED SCHOOL DISTRICT
_______________________________________
By: _________________________________
Its: _________________________________
“Exhibit 1” to Grant Deed
Legal Description of Property
Real property in the City of Morro Bay, County of San Luis Obispo, State of California, described as follows:
PARCEL A: (A.P.N.: 066-044-011)
Lot 5 and that portion of Lot 4 in Block 50 of Tract No. 2, in the City of Morro Bay, County of San Luis Obispo, State of California, according to map recorded April 18, 1931 in Book 5, Page 20 of Maps, described as follows:
Beginning at the Northeast corner of said Lot 4; thence South 0° 55’ East along the Easterly line of said Lot, 22 feet; thence leaving said Easterly line South 89° 05’ West and parallel with the Northerly line of said Lot, 88 feet to a point in the Easterly line of the property conveyed to R. L.
Sowell, et ux., in deed dated July 9, 1946 and recorded July 25, 1946 in Book 413, Page 320 of Official Records; thence North 0° 55’ West along the Easterly line of the property so conveyed, 22 feet to a point in the Northerly line of said Lot; thence North 83° 05’ East along said Northerly line, 88 feet to the Point of Beginning.
PARCEL B: (A.P.N.: 066-280-045)
(Notice of Merger and Certificate of Compliance – 2016-062007) PARCEL 1:
That portion of Lot 10 of the subdivision of a part of the Rancho San Bernardo, in the County of San Luis Obispo, State of California, according to map recorded January 5, 1907 in Book 1, Page 6 of Maps, in the office of the County Recorder of said County, described as follows:
Beginning at the point of intersection of the Southwesterly line of said Lot 10 with the West line of C Street as shown on the map of Tract No. 53, recorded February 24, 1950 in Book 5, Page 74 of Maps; thence North 27° 27’ East along the Southeasterly boundary line of Tract No. 53, 450 feet to the true point of beginning, said point also being the most Northerly corner of the land described in the deed to the Morro Union School District of San Luis Obispo County recorded June 20, 1936 in Book 197, Page 120 of Official Records; thence South 62° 33’ East along the Northeasterly line of the land described in said deed 208.71 feet; thence North 27° 27’ East parallel with the Southeasterly boundary line of Tract No. 53, 208.71 feet; thence North 62° 33’ West, 208.71 feet to a point on the Southeasterly boundary line of said Tract No. 53; thence South 27° 27’ West along said Southeasterly boundary line 208.71 feet to the true point of beginning.
Together with
PARCEL 2:
That portion of Lot 10 of the subdivision of a part of the Rancho San Bernardo, in the County of San Luis Obispo, State of California, according to map recorded January 5, 1907 in Book 1, Page 6 of Maps, in the office of the County Recorder of said County, described as follows:
Beginning at the point of intersection of the Southwesterly line of said Lot 10 with the East line of D Street as shown on map of Tract No. 2, recorded in Book 5, Page 20 of Maps, in the office of the County Recorder of said County, said point of intersection being the Northwest corner of Lot 5 in Block 51 of said Tract No. 2; thence along the South line of said Lot 10 and the North line of said Lot 5 in Block 51 South 62° 33’ East the recorded bearing of the North line of said Tract No. 2 being South 60° 43’ East, 21.91 feet to a 4” X 4” stake, the true point of beginning; thence from said true point of beginning North 62° 33’ West along the Southerly line of said Lot 10, being also the Northerly line of said Tract No. 2, 500 feet to a 4” X 4” stake; thence North 27° 27’ East 450 feet to a 4” X 4” stake; thence South 62° 33’ East, 500 feet to a 4” X 4” stake; thence South 27° 27’ West, 450 feet to the point of beginning.
EXCEPTING THEREFROM that portion of said land conveyed to the County of San Luis Obispo by the Deed and Resolution of Acceptance recorded July 8, 1938 in Book 241, Page 431 of Official Records.
ALSO EXCEPTING THEREFROM that portion of said land conveyed to the City of Morro Bay by the Deed and Resolution of Acceptance recorded December 29, 1966 in Book 1420, Page 596 of Official Records.
Together with
PARCEL 3:
That portion of Lot 10 of the subdivision of a part of the Rancho San Bernardo, in the County of San Luis Obispo, State of California, according to map recorded January 5, 1907 in Book 1, Page 6 of Maps, in the office of the County Recorder of said County, described as follows:
Commencing at the point of intersection of the Southwesterly line of said Lot 10 with the East line of D Street as shown on map of Tract No. 2, recorded in Book 5, Page 20 of Maps, in the office of the County Recorder of said County, said point of intersection being the Northwest corner of Lot 5 in Block 51 of said Tract No. 2; thence along the South line of said Lot 10 and the North line of said Lot 5 in Block 51 South 62° 33’ East, the recorded bearing of the North line of said Tract No. 2 being South 60° 43’ East, 21.91 feet to a 3” X 4” stake the true point of commencement, said true point of commencement being the Southeast corner of that certain tract of land conveyed by Refugia Herrera to the Morro Union School District in deed recorded June 20, 1936 in Book 197, Page 120 of Official Records; thence running from said true point of commencement South 62° 33’ East along the Northerly line of said Tract No. 2 and along the Southerly line of said Lot 10, a distance of 484.00 feet to a 3” X 4” stake; thence North 27° 27’ East, 450.00 feet to a 3” X 4” stake; thence North 62° 33’ West, 484.00 feet to the Northeast corner of the aforementioned conveyed tract; thence South 27° 27’ West, 450.00 feet along the Southeasterly line of said conveyed tract to the point of commencement.
EXCEPTING THEREFROM that portion of said land conveyed to the City of Morro Bay in the Deed and Resolution of Acceptance recorded March 28, 1965 in Book 1348, Page 82 of Official Records.
ALSO EXCEPTING THEREFROM that portion of said land conveyed to the City of Morro Bay in Deed and Resolution of Acceptances recorded March 31, 1987 in Book 2971, Page 51 of Official Records and recorded April 5, 1988 in Book 3126, Page 902 of Official Records.
Together with
PARCEL 4:
That property per document number 2016-057646, recorded on November 2, 2016 in the office of the County Recorder, in the County of San Luis Obispo, State of California and repeated here for convenience:
That portion of Lot 10 of Rancho San Bernardo as shown on map recorded in Book 1 of Maps, at
more particularly described as follows:
Commencing at the southeasterly most corner of Lot 8, Block 50 as shown on map recorded in Book A of Maps, at Page 35 in the office of the County Recorder of said County; Thence along the easterly line of said Lot 8, North 0°30’00” West, a distance of 53.52 feet, to the southerly line of Lot 10 of Rancho San Bernardo as shown on map recorded in Book 1 of Maps, at Page 6 in the office of the County Recorder of said County, Thence continuing along a prolongation of the easterly line of said Lot 8, North 0°30’00” West, a distance of 24.35 feet; Thence North 69°29’28” West, a distance of 100.25 feet, to the beginning of a tangent curve, concave southerly and having a radius of 33.00 feet; thence westerly along said curve through a central angle of 36°18’10”, an arc distance of 20.91 feet, to a point on the southerly line of said Lot 10, also being the True Point of Beginning; Thence continuing along said curve through a central angle of 34°06’22”, an arc distance of 19.64 feet, to the northerly prolongation of the westerly line of said Lot 8; Thence along the westerly prolongation of said Lot 8, North 0°22’46” West, a distance of 19.11 feet, to the southerly line of said Lot 10; thence along the southerly line of said Lot 10, South 62°14’49” East, a distance of 18.53 feet to the True Point of Beginning.
APN: 066-044-011 and 066-280-045
Notary Acknowledgement
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 SAN LUIS OBISPO )
On ___________________, 20___, before me, _____________________, Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person 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.
Signature: (Seal)
CERTIFICATE OF ACCEPTANCE OF GRANT DEED
Pursuant to Government Code Section 27281 this is to certify that the interest in real property conveyed by SAN LUIS COASTAL UNIFIED SCHOOL DISTRICT, by Grant Deed to the CITY OF MORRO BAY is hereby accepted by the undersigned officer and agent of the CITY OF MORRO BAY pursuant to the authority conferred by the City Council of the CITY OF MORRO BAY on ______________________, 2026, and that the CITY OF MORRO BAY consents to the recording of the Grant Deed.
Executed in Morro Bay, California on _______________, 2026. “GRANTEE”
CITY OF MORRO BAY
By: __________________________
City Manager
RESOLUTION NO. 14-26
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF MORRO BAY, CALIFORNIA
APPROVING THE REAL ESTATE AGREEMENT FOR THE PURCHASE
OF THE FORMER MORRO ELEMENTARY SCHOOL PROPERTY
LOCATED AT 1130 AND 1330 NAPA AVENUE
IN MORRO BAY, CALIFORNIA
T H E C I T Y C O U N C I L
City of Morro Bay, California
WHEREAS, the San Luis Coastal Unified School District (District) owns the real property located at 1130 and 1330 Napa Avenue, Morro Bay, California (APNs 066-280-045 and 066-044- 011); and
WHEREAS, the District and City have engaged in discussions regarding the District selling the property to the City; and
WHEREAS, pursuant to Government Code section 37350, the City wishes to acquire 1130 and 1330 Napa Avenue, Morro Bay, California (APNs 066-280-045 and 066-044-011) for the common benefit of its citizens; and
WHEREAS, the City has negotiated the attached Real Estate Agreement with the Seller of the property for with a purchase price of $5,300,000; and WHEREAS, the $500,000 deposit towards the purchase of the property must be added to the Fiscal Year 2025-26 General Fund Expenditure Budget.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Morro Bay does hereby:
1. Approve the Real Estate Purchase Agreement (Agreement) for the purchase of 1130 and 1330 Napa Avenue, Morro Bay, California (APNs 066-280-045 and 066- 044-011) in substantially the form attached, subject to review and approval by the City Attorney; and authorize the City Manager to execute the Agreement and related escrow documents, and to negotiate and execute non-substantive amendments consistent with the terms approved by Council, subject to review and approval by the City Attorney as to form and legal effect.;
2. Find the proposed purchase of the Property is not subject to CEQA (Public Resources Code Section 21000 et seq.) pursuant to CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.), as the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment and is consistent with CEQA Guidelines Section 15378(b)(5), as it constitutes organizational or administrative actions of the City that do not result in direct or indirect physical changes on the environment. Additionally or alternatively, find the City’s action is exempt from CEQA under CEQA Guidelines Section 15061(b)(3) as it can be seen with certainty that there is no possibility the activity in question may have a significant effect on the environment because the proposed purchase involves no physical changes to the environment and the City would assume operation and maintenance of the structures consistent with current and historical
uses, and Section 15301 Class 1 categorical exemption for the operation of existing facilities involving negligible or no expansion of existing or former use.
Further, none of the exceptions to exemptions, found in Section 15300.2 of the State CEQA Guidelines would apply to invalidate the categorical exemptions identified because (a) the site is not located in a sensitive environment; (b) the acquisition would not create significant cumulative impacts by contributing to impacts of successive acquisitions of the same type in the same place; (c) there is no potential for the acquisition to result in a significant effect on the environment due to unusual circumstances; (d) the acquisition would not result in damage to scenic resource; (e) the site is not included on any list compiled pursuant to Section 65962.5 of the Government Code; and (f) the acquisition does not have the potential to cause a substantial change to the significance of an historical resource.
Although a portion of the Property has been identified as a potential historical resource, the City’s action does not contemplate any modification or expansion of the current use and/or operation thereof at this time.
3. Approve the following Budget Amendment for $500,000.
Expenditure Budget Amendment
Fund Dept Acct Increase G/L
General Fund City Facilities Buildings and
Structures
$500,000 001-7210-7102
PASSED AND ADOPTED by the City Council, City of Morro Bay at a regular meeting thereof held on the 10th day of March 2026 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
RECUSE:
_______________________________
CARLA WIXOM, Mayor
ATTEST:
___________________________
DANA SWANSON, City Clerk