San Clemente City Council
April 16, 2024

Attachment 6

ENDOWMENT AGREEMENT

FOR THE

SHORECLIFFS GOLF COURSE LANDSLIDE REPAIR PROJECT
This ENDOWMENT AGREEMENT FOR THE SHORECLIFFS GOLF COURSE LANDSLIDE REPAIR PROJECT("Agreement") is made and entered into on April 17, 2024 (the "Effective Date"), by and between OC RE-HAB 1, LLC, a California limited liability company together with GC-8, LLC, a California limited liability company (the "Shorecliffs Golf Course Parties" collectively referred to herein as "G"), the CITY OF SAN CLEMENTE, a public entity municipal corporation ("City") and SHORECLIFFS CONSERVANCY, a California non-profit public benefit corporation ("Endowment Holder"). GC, Endowment Holder and City are sometimes referred to herein collectively as the "Parties" and each individually as a "Party."

RECITALS
WHEREAS, in connection with the GC's Shorecliffs Golf Course Landslide Repair Project in the City of San Clemente, County of Orange, State of California (the "Project"), certain state and federal regulatory agencies have issued the following permits that set forth certain management and monitoring requirements relating to the Project (collectively, "Permits"):

A. California Coastal Commission April 16, 2021 approval with conditions of G's Coastal Development Permit application no. 5-20-0446 (CDP 5-20- 0446); and
B. California Coastal Commission ("CCC"), the California Department of Fish and Wildlife ("CDFW"), the U.S. Army Corps of Engineers ("USACE") and the Santa Ana Regional Water Quality Control Board ("RWQCB"), each imposed environmental permit conditions related to the Project and which are included in CCC's CDP permit conditions; and
WHEREAS, the Permits require GC to undertake certain management, mitigation, and monitoring activities as set forth in the following documents (collectively, the "Management Plans"):

A. Restoration, Mitigation, Monitoring and Management Plan ("RMMMP"), a copy of which is attached hereto as Exhibit A; and
Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 1 B. Long-Term Habitat Management Plan ("LTHMP") for the Shorecliffs Wetland Conservation Area dated April 26, 2021 (the "Management Plan"), which is attached hereto as Exhibit B;
WHEREAS, GC and the City entered into two separate Conservation Easement Deed and Maintenance Agreements for (i) Shorecliffs Golf Course Site 1, attached hereto as Exhibit C and (ii) Shorecliffs Golf Course Sites 2 and 3, attached hereto as Exhibit D (collectively, the "Conservation Easements");
WHEREAS, City is (a) a municipal corporation governmental public entity formed and existing in the State of California and (b) qualified to hold the Conservation Easements pursuant to California Civil Code section 815.3;
WHEREAS, Endowment Holder is (a) a non-profit public benefit corporation formed and existing in the State of California and (b) qualified to hold endowments pursuant to California Government Code sections 65965-65968;
WHEREAS, the LTHMP, dated April 26, 2021 attached to this Agreement as Attachment B sets forth all of the costs, fees, and expenses for the management, maintenance, monitoring, and other activities set forth in the Management Plan.

WHEREAS, the City desires to fund an endowment to be held and managed by the Endowment Holder to cover the costs of C's management, maintenance, monitoring, and other activities, in perpetuity, as required by the Permits and set forth in the Management Plans, subject to the terms and conditions of the Conservation Easements and this Agreement.

AGREEMENT
NOW THEREFORE, in consideration of the mutual promises made herein, the Parties agree as follows:

NAME OF FUND. There is hereby established with Endowment Holder a fund designated as the "Shorecliffs Golf Course Wetlands and Habitat Endowment Fund" (the "Fund"') to receive contributions in the form of monetary and contributions in kind and to administer and manage the same.

PURPOSE. The purpose of the Fund shall be to fund the management, maintenance, monitoring, and other activities conducted by GC in accordance with the Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 2 Management Plans commencing upon the Effective Date (collectively, the "Management Activities"), which Fund Management Activities the Endowment Holder will agree to take pursuant to written endowment instructions attached hereto as Exhibit E and incorporated fully herein by this reference.

3. FUNDING.

A. Within twenty (20) business days of the Effective Date, City shall transfer to the Fund the following maximum not-to-exceed total City contribution amount of Seven Hundred Forty-Eight Thousand Dollars ($748,000.00) in immediately available funds, allocated as described below for the following purposes:
(i) The sum of Two Hundred Eighty Thousand Dollars ($280,000.00) (the "Initial Capital Account") to fund the Management Activities undertaken by GC and endowment management costs incurred by Endowment Holder during the five-year period immediately following the date that City funds the Initial Capital Account for the Fund (the "Initial Management Period"); and
(ii) The sum of Four Hundred Sixty Eight Thousand Dollars ($468,000.00) (the "Permanent Endowment") to fund the Management Activities undertaken by GC and endowment management costs incurred by Endowment Holder in perpetuity following expiration of the Initial Management Period (the "Perpetual Endowment Period").

B. Initial Capital Account. No distribution shall be made from the Initial Capital Account for any purpose unrelated to, or unconnected with the following for costs incurred during the Initial Management Period: (i) expenditures of GC to perform the Management Activities during the Initial Management Period; and (ii) the fees and expenses set forth in Section 12 of this Agreement. Any amount remaining in the Initial Capital Account following completion of the Initial Management Period shall be transferred to the Permanent Endowment.

C. Permanent Endowment. No distribution shall be made from the Permanent Endowment for any purpose unrelated to, or unconnected with the following during the Perpetual Endowment Period: (i) expenditures by GC to perform the Management Activities during the Perpetual Endowment Period; and (ii) the fees and expenses set forth in Section 12 of this Agreement.

Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 3 Additional Funding. Pursuant to the terms and provisions of the Conservation Easements, City and Endowment Holder have the discretion and authority to require additional funds from GC from time to lime to be added to the Fund, providing that GC shall provide additional funding to the extent necessary costs exceed the maximum not-to-exceed amount funded by City. Neither City nor Endowment Holder shall be responsible for undertaking or paying any costs for any activities not contemplated by the Management Plans without having received additional funding to cover those costs. All grants, bequests, and devises to Endowment Holder shall be irrevocable once accepted by Endowment Holder and shall satisfy any and all obligations related to the Fund.

4. LTHMP REPORT; PRIORITIZATION.

A. LTHMP Cost Report. The Parties hereby agree and acknowledge: (i) that the LTHMP represents a good faith estimate cost report by the Parties of the costs of the Management Activities required under the Management Plans as of the Effective Date; (ii) GC will follow adaptive management practices in undertaking the Management Activities, which may require the expenditure of varying amounts of funds on the items listed in the LTHMP in any given year; (iii) the amounts listed in the LTHMP are not intended to be a "floor" or a "ceiling" of annual or total costs for the various items listed in the LTHMP; and (iv) the costs listed in the LTHMP are estimates based on the Management Plans as of the Effective Date, and the cost to perform the items listed in the LTHMP are likely to increase over time, as a matter of course, due to inflation. Notwithstanding any contrary provision herein, in no event shall the LTHMP cost report be deemed to limit Endowment Holder's ability to fund any permitted activities so long as such funds are used in accordance with Section 2 above.

B. Prioritization. Due to unforeseen circumstances, prioritization of tasks, including tasks resulting from new requirements, may be necessary if insufficient funding is available in the Fund to accomplish all Management Activities. If task prioritization is required with regards to the Management Activities, the Parties shall meet to discuss and approve task priorities and funding availability to determine which tasks will be implemented on a priority basis. In general, tasks shall be prioritized in the following order: (i) as duly required hy a Regulatory Agency or any other local, state, or federal agency with jurisdiction over the Permits; (ii) as necessary to maintain or remediate habitat quality; and (iii) to tasks that monitor resources, particularly if past monitoring has not shown downward trends. Equipment and materials necessary to implement priority tasks also will be considered priorities. All task shall be completed in accordance with the Management Plans.

Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 4

5. DISTRIBUTIONS.

A. Distributions. Upon full funding of the Fund, as set forth in Section 3 above, the annual earnings allocable to the Fund, net of the fees and expenses set forth in Section 5.B.(v) and Section 12 below, shall be committed, granted or expended solely for the purposes of the Fund as set forth in Section 2 above. No distribution shall be made from the Fund to any individual or entity if, in the judgment of Endowment Holder, such distribution will entirely deplete or exceed the remaining amount available in the Fund. Except as permitted under law, Endowment Holder shall not make a distribution from the Fund if such distribution would endanger the principal of the Fund or the Fund's capacity to generate earnings adequate to fulfill its purpose. In the event that Endowment Holder or the City determines, in either of their sole discretion and judgment, that insufficient funds remain in the Fund, Endowment Holder shall require GC to provide additional funding as required by the Conservation Easements.

B. Payments. Endowment Holder shall make distributions from the Fund quarterly, in arrears, in accordance with the following guidelines:
(i) Quarterly distributions to GC shall be made in the amount equal to the costs incurred by GC during the immediately preceding three-month period that are consistent with the LTHMP costs report.
(ii) Amounts specified in the LTHMP for Management Activities shall be subject to annual adjustment for inflation based upon the most recent Consumer Price Index All Urban Consumers, All Items, 1982-1984=100, Los Angeles Area ("CPI"). The annual invoiced amount in most years is expected to be less than the annual costs calculated in the LTHMP, such that a maximum amount will remain for investment in the Fund, allowing for larger annual costs periodically in years when large capital improvements are required. In years when larger distributions are required, Endowment Holder may distribute such amount to the extent such amount is consistent with the Management Plans and the LTHMP costs report. Endowment Holder shall not be obligated to disburse any amounts that will jeopardize the principal amount of the Fund until after GC provides adequate additional funding pursuant to the terms and conditions of the Conservation Easements.
(iii) In the case of emergencies or unforeseen funding needs, Endowment Holder may make an additional disbursement at any time during the year as long as such distribution: (a) is consistent with the LTHMP, and (b) is offset by savings Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 5 on other items in the LTHMP, and (c) would not jeopardize the principal amount of the Fund, including any additional amount funded by GC pursuant to the terms and conditions of the Conservation Easements.
(iV) On or before March 31 of each year, Endowment Holder shall provide to GC and City an activity report for the immediately preceding calendar year which details the beginning and ending balance of the Fund, and deposits, contributions, disbursements, fees, earnings, gains, losses, and other investment activity accruing to the Fund (the "Activity Report"), and within sixty (60) days of completion of Endowment Holder's annual financial statements audited by independent certified public accountants, Endowment Holder shall provide to GC and to City a copy of such audited financial statements (the "Audited Financial Statements").
(v) Endowment Holder's shall make distributions to itself, on a quarterly basis, to cover Endowment Holder's costs to administer and manage the Fund.

6. VARIANCE. If (a) Endowment Holder fails to provide the City with documents evidencing that it has been duly formed as a California non-profit public benefit corporation, is qualified to hold endowments pursuant to California Government Code sections 65965-65968, and has applied for and been issued a determination letter by the U.S. Internal Revenue Service or from the state Franchise Tax Board stating that it is exempt from California franchise and income tax (California Revenue and Taxation Code Section 23701) by December 31, 2024, or (b) if Endowment Holder ceases to be an organization that is legally qualified to hold the Fund. proposes to dissolve, or becomes bankrupt, or (c) the Fund is dissolved, or (d) this Agreement is terminated, or (e) if the City and GC collectively desire to replace the Endowment Holder, or (f) if Endowment Holder fails to meet any of its obligations under this Agreement and the City desires to replace the Endowment Holder; the assets of the Fund, after payment or making provisions for payment of any liabilities properly chargeable to the Fund or properly payable to Endowment Holder, shall be distributed to a qualified organization designated by City, which qualified organization shall accept in writing the terms of this Agreement as a condition to the distribution. For purposes of this Section, "bankrupt" shall include (a) the filing of a voluntary petition under any federal or state law for the relief of debts; (b) the continued pendency of an involuntary proceeding under any such law on the 90th day after its filing, or the entry of an order for relief under any such involuntary proceeding, whichever occurs first; (c) the making of a general assignment for the benefit of Endowment Holder's creditors; or (d) the seizure by a shcriff, recciver, or trustee of a substantial portion of Endowment Holder's assets.

Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 6 ADMINISTRATIVE PROVISIONS. Notwithstanding anything herein to the contrary, Endowment Holder shall hold the Fund, and all contributions to the Fund, subject to the provisions of the applicable federal and California laws. Endowment Holder shall monitor the distribution of the funds maintained in the Fund and shall have all powers of modification specified in the United States Treasury Regulations under Code Section 170. Specifically, Endowment Holder shall have the right to modify any restriction or condition on the distribution of funds where that restriction or condition becomes unnecessary, incapable of fulfillment, or inconsistent with the purposes of this Agreement.

8. AMENDMENT. Any amendment of this Agreement requires the written agreement of City and GC. If required by policy or practice of such office, the written concurrence of the California Attorney General's office shall also be secured.

9. NOT A SEPARATE TRUST. The Fund shall be a component of Endowment Holder. All money and property in the Fund shall be held as general assets of Endowment Holder and invested separately but shall not be segregated as trust property of a separate trust, but shall be treated as restricted funds by Endowment Holder.

10. ACCOUNTING. All contributions, receipts, and disbursements of the Fund shall be accounted for separately and apart from each other and from other management and endowment funds of Endowment Holder, if any.

11. INVESTMENT OF FUNDS. Endowment Holder shall discharge its duties with respect to the Fund with the care, skill, prudence, and diligence under the circumstances then prevailing, which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims, and shall exercise wise and prudent investment strategies. Endowment Holder shall have all powers necessary or, in its sole discretion, desirable to carry out the purposes of the Fund, including, but not limited to, the power to retain, invest, and reinvest the Fund and the power to commingle the assets of the Fund with those of other funds for investment purposes. However, Endowment Holder shall separately account for the balance of the Fund from other balances of all other accounts maintained or managed by Endowment Holder. In the investment and management of the Funds, Endowment Holder shall act in accordance with the standard set out in California Probate Code Section 18501, et seq. (the "Uniform Prudent Management of Institutional Funds Act"). However, Endowment Holder and GC acknowledge that the Fund may suffer an investment loss causing a reduction of the Fund's principal from time-to-time through no fault of Endowment Holder. An investment loss of any amount of the Fund is not the responsibility of Endowment Holder, provided Endowment Holder acted in accordance with Endowment Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 7 Holder's duty to prudently invest the amounts in the Fund according to the standard set out in the Uniform Prudent Management of Institutional Funds Act. However, Endowment Holder is not responsible for any investment loss of any amount and shall have fully satisfied its obligation to the Fund by prudently investing, managing, disbursing, accounting, and providing reporting on the funding contributions described in Section 3 of this Agreement. Endowment Holder is authorized to allocate receipts and expenses between principal and income accounts according to the California Uniform Principal and Income Act, as amended (the "CUPIA"). Endowment Holder will determine how to allocate receipts or expenses that are not governed by the CUPIA.

Nothing stated herein shall create an obligation of Endowment Holder to supplement funds set forth in Section 3 of this Agreement as a result of any losses that may be sustained to the Fund.

12. COSTS OF THE FUND. It is understood and agreed that the Fund shall bear a reasonable and fair portion of the total investment and administrative costs, fees, and expenses incurred by Endowment Holder.

13. GOVERNING LAW; CONSTRUCTION. This Agreement shall be governed by the laws of the State of California and the United States of America, as applicable. The headings and captions of Articles and Sections used in this Agreement are for convenience only, and this Agreement shall be interpreted without reference to any headings or captions. Similarly, the presence or absence of language in prior drafts of this document shall not be used to interpret any provision hereof. This Agreement has been prepared and revised by attorneys for all of the Parties, so any rule of law or construction that ambiguities are to be construed against the Party responsible for drafting shall not apply.

14. NOTICES. All notices, requests, demands, and other communications required by the Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally (or by electronic mail if acknowledged by the recipient) on the party to whom notice is to be given, or upon delivery, or rejection of delivery, if mailed to the party to whom notice is to be given, by overnight mail or first class mail, registered or certified, postage prepaid, or upon delivery, or rejection of delivery, if sent by recognized overnight courier, and properly addressed as follows:

CITY: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Manager
Email: [email protected]
Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 8 And to: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Clerk
Email: [email protected]
GC:

OC Re-Hab 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Attn: George Zeber
[email protected]
And to: GC-8, LLC
C/O Law Office of Hon. James B. Copelan (Ret.)
840 East Green Street, Suite 120
Pasadena, CA 91101
[email protected]
Endowment Holder: SHORECLIFFS CONSERVANCY,
A California Non-profit Public Benefit Corporation
C/O Law Office of Hon. James B. Copelan (Ret.)
840 East Green Street, Suite 120
Pasadena, CA 91101
[email protected]
Any Party may change its address for purposes of this Section by giving the other Party written notice of the new address in the manner set forth above.

15. ENTIRE AGREEMENT; RECITALS; AMENDMENT. This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements, whether oral or in writing. The Recitals to this Agreement are incorporated into the Agreement by this reference. This Agreement may be amended only in writing and pursuant to Section 8.

16. WAIVER. No provision of this Agreement may be waived except in a written instrument signed by the Party who is entitled to the benefit of said provision. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver.

Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 9

17. CONSTRUCTION.

A. References to any provision of the Internal Revenue Code shall be deemed references to the U.S. Internal Revenue Code of 1986 as the same may be amended from time to time and the corresponding provision of any future U.S. Internal Revenuc Codc.

B. It is intended that the Fund shall be a component part of Endowment Holder and that nothing in this Agreement shall affect the status of Endowment Holder as an entity that is qualified to manage the endowment Fund. This Agreement shall be interpreted in a manner consistent with the foregoing intention and so as to conform to the requirements of the Internal Revenue Code and any regulations issued pursuant thereto applicable to the intended status of Endowment Holder.

18. SEVERABILITY. If any provision of this Agreement is held to be unlawful or invalid by any court of law with duly established jurisdiction over this Agreement, the Parties intend that the remainder of this Agreement shall remain in full force and effect notwithstanding the severance of the unlawful or invalid provision(s).

19. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

20. COOPERATION. The Parties will cooperate in good faith to achieve the objectives of this Agreement and to avoid disputes. The Parties will use good faith efforts to resolve disputes at the lowest organizational level and, if a dispute cannot be so resolved, the Parties will then elevate the dispute to the appropriate officials within their respective organizations.

21. AUTHORITY. Each person signing this Agreement on behalf of a Party to this Agreement warrants to the other that its respective signatory has fully right and authority to enter into and consummate this Agreement and the transactions contemplated hereby.

22. CONSTRUCTION OF AGREEMENT. The provisions contained herein shall not be construed in favor of or against any of the Parties to this Agreement but shall be construed as if each of the Parties prepared this Agreement.

23. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their permitted successors and assigns.

Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 10

24. REMEDIES. No remedy or election hereunder shall be deemed exclusive, but shall, whenever possible, be cumulative with all other remedies at law or in equity.

25. NECESSARY FURTHER ACTS. Each Parly to this Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the intent of this Agreement.

26. TIME IS OF THE ESSENCE. Time and each of the terms, covenants and conditions of this Agreement are expressly made of the essence.

27. ELECTRONIC SIGNATURES. The Parties hereto agree that if this Agreement is transmitted electronically, the electronic transmittal of the execution signatures shall be treated as original signatures and given the same legal effect as an original signature.

SIGNATORIES. Each of the signatories below represents and warrants to the Parties that he/she has the authority to sign this Agreement and bind the Party that they are signing for, and that he/she will indemnify the Parties for any costs, including attorney fees, incurred should such representation and warranty prove false. [Signatures follow]
Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 11 IN WITNESS WHEREOF, the Parties have each executed this Agreement by a duly authorized representative, effective as of the day and year first above written.

CITY:

CITY OF SAN CLEMENTE
By:

Andy Hall
City Manager
Date:

Attest:

By:

Laura Campagnolo
City Clerk
Date:

Approved as to form:

By:

Elizabeth A. Mitchell
City Attorney
Date:

Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 12 GC:

OC Re-Hab 1, LLC
By: _
George Zeber
Sole Managing Member
4/9/2024
Date:

GC-8, LL.C
By:

Fah Sean Leong
By: Hon. James B. Copelan (Ret.)
Attorney in Fact
Date

ENDOWMENT HOLDER

SHORECLIFFS CONSERVANCY,
A California Non-profit Public Benefit Corporation
By:

By: Hon. James B. Copelan (Ret.)
Attorney in Fact
Date:

Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 13 GC:

OC Re-Ilab 1, LLC
By:

George Zeber
Sole Managing Member
Date:

By: FAH SEAn
Ess paat
Attorney in Fact
Date 4-6-24

ENDOWMENT HOLDER
SHORECLIEES CONSEBY Benefit Corporation
14, Cafete
By: Hon. James B. Copelan (Ret.

Aformey in Fact
Date: 41-8-24
Endowment Agreement for OC Re-Hab 1, LLC and GC-8, LLC Conservation Easements, Sites 1, 2 and 3 Page 13

EXHIBIT A
Restoration, Mitigation, Monitoring and Management Plan ("RMMMP") Restoration, Mitigation, Monitoring, and Maintenance Plan Via Ballena-Shorecliffs Golf Course Landslide Repair
San Clemente, Orange County, California
April 26, 2021
Prepared For:

George Zeber
OC Re-Hab 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Prepared By:

Edith Read, PhD
E Read and Associates, Inc.

Orange, CA
(714) 366-8857
RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

TABLE OF CONTENTS
PURPOSE ..3
LOCATION... .3
PROJECT BACKGROUND ...3
PROJECT DESCRIPTION.. .3
IMPACTS AND MITIGATION. .4
RESTORATION AREA ... 4
OFF-SITE MITIGATION SITES 2 AND 3.. .... 6
PLANT PALETTE NOTES ....ó
PRE-CONSTRUCTION PLAN IMPLEMENTATION. ...7
NON-NATIVE SPECIES REMOVAL AND SITE CLEANUP.. ....7
NATIVE SPECIES CUTTINGS, SALVAGE, & SOIL STOCKPILE.. ..7 POST-CONSTRUCTION PLAN IMPLEMENTATION.. ...7
IRRIGATION... .7
PLANTING & SEEDING SCHEDULE.. 8
CONTAINER PLANTING... 8
UPLAND HYDROSEEDING. 8
MAINTENANCE .9
WEED CONTROL..

EROSION CONTROL 9
MONITORING AND REPORTING.. 10
RESTORATION AREA ...10
Completion Monitoring and Reporting. ...10
Five-Year Monitoring and Reporting. ...10
OFF-SITE MITIGATION SItES 2 AND 3 ...11
PERFORMANCE OBJECTIVES 11
RESTORATION AREA.

Zones A, B, and C... 11
Zone D...... 17
Orr-SITE MITIGATION SITES 2 AND 3.... ...11
ADAPTIVE MANAGEMENT . 12
LONG-TERM MANAGEMENT . 12
FINANCIAL ASSURANCES.. . 13

EXHIBITS
Exhibit A. Project and Mitigation Locations.... ...14

APPENDICES
A. Restoration Area Drawings
B. Off-Site Mitigation Area Drawings
Page ii
RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

PURPOSE
The purpose of this Plan is to guide restoration, maintenance, and monitoring of habitat established and enhanced after repairs are made to a failed slope above the Shorecliffs Golf Course. The Plan includes performance standards to ensure that habitat objectives are met, and provides a process by which the restoration and enhancement sites are properly maintained over the short-term (5-year monitoring period) and in perpetuity by the Golf Club.

This document updates previous plans to reflect the current project description and mitigation measures, including comments and requests from staff of the California Coastal Commission.

LOCATION
The Shorecliffs Golf Course is located in the City of San Clemente, Orange County, California within the area covered by the U.S. Geological Survey's 7.5-minute Dana Point Quadrangle. The proposed project is located at the 5th Hole. Exhibit A depicts the location of the project site (referred to in the plans as the Restoration Area and areas where off-site mitigation is planned (Off-Site Mitigation Areas 1 and 2).

PROJECT BACKGROUND
Landslides occurred east and above the golf course in 2006 and in 2011, burying parts of a concrete channel that conveyed storm water run-off and nuisance waters within the unnamed creek. The landslides rendered four homes uninhabitable and are "red tagged" and another 7 homes were significantly affected. There is an unnamed creek located within the site. The landslides impounded water about 15 to 20 feet above the level of the concrete channel and compromised the drainage system. The impounded water saturated soils at the toe of the landslide area and on other parts of the slope that supports the numerous single-family residences located along Via Ballena and had potential to cause future landslides. It also saturated the toe of the slope that supports Interstate 5. In November 2015, the homeowners, the Shorecliffs Golf Club, and the City of San Clemente established a fund to implement necessary repairs. Following acquisition of emergency permits, repairs were initiated in 2018 to prevent further deterioration of the slope and property loss.

PROJECT DESCRIPTION
Appendices A and B provide copies of detailed drawings pertaining specifically to the Restoration Area and Off-Site Mitigation Areas 1 and 2. The complete set of drawings, including specifications for the box culvert and engineered slope, is provided to permitting agencies under separate cover. The primary components of the proposed slope restoration and stabilization project include: 1) installation of a 7 foot by 7 foot box culvert, from the I-5 Freeway to the Via Cascadita storm drain, to direct nuisance water and storm flows away from the bluff slope; 2) removal of a portion of the landslide debris and re- construction of the hillside with approximately 150,000 Cubic Yards of imported soil in a series of benches that will create a 2:1 slope with a gravity buttress that will anchor the toe of the slope; 3) installation of a series of back drains, terrace drains, down drains, and other surface and subsurface drainage improvements on the re-constructed slope; 4) restoration of the golf

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair course playing surface; 5) restoration of wetland and other native vegetation in a manner that continues to provide wildlife habitat while maintaining slope stability.

IMPACTS AND MITIGATION
Prior to the repairs initiated in 2018, there were approximately 1.11 acres of State jurisdictional wetlands within the area encompassed by the Shorecliffs Golf Course's 5th and 6th Holes. The 1.11 acres included the unnamed creek, contiguous riparian canopy, and adjacent wetlands. Federal jurisdiction included 0.59 acres of wetlands and 0.52 acres of non- wetland waters.

Mitigation for impacts consists of: a) establishment of new on-site wetland and riparian habitat in the southern section of the golf course's 6*h hole, totaling no less than 2.53 acres (1.18 acres creek/riparian, 1.35 acres wetland) and referred to in the drawings as the Restoration Area; b) on-site establishment of 1.22 acres of upland slope habitat upstream of the Restoration Area to provide a buffer and wildlife foraging area; c) on-site establishment of 1.07 acres of upland habitat within the fuel modification zone on the restored, stabilized slope below the residences; d) off-site restoration and enhancement of 7.27 acres of existing riparian habitat and wetland that runs through Shorecliffs golf course Holes 1,7, 10, 11, and 12 (hercafter referred to as Off-Site Mitigation Sites 1 and 2). This enhancement will consist of channel modification to create an additional 2500 feet of channel with more natural-looking meander (see Appendix B), removal of invasive non-native vegetation and replacement of this vegetation with native species.

In summary for mitigation of wetland impacts from the landslide repair, the combination of on- site replacement and off-site restoration/enhancement described above totals 12.09 acres, resulting in a mitigation ratio of about 10.9 to 1 for impacts to State and Federal jurisdictional wetlands/waters. The plant species listed in the tables in this section are based on plant lists compiled as part of the pre-restoration biological surveys and jurisdictional delineation.

Restoration Area
Objectives for the Restoration Area are: a) at least 75 percent cover of native species by the end of the 5-year monitoring period; b) absence of moderately to highly invasive non- native species; c) survival in the absence of irrigation. A total of 2.53 acres of wetland/riparian habitat and 2.29 acres of upland habitat will be established. Native plant material will consist of cuttings, container stock, and seed. There will be four planting zones: Zone A, Zone B, Zone C, and Zone D (see drawing in Appendix A for details).

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair Zone A includes 1.18 acres of channel and will consist of riparian species.

Table 1 - Plant List, Zone A
Common Name Scientific Name Life Form Size* Quantity
California Bulrush Schoenoplectus californicus Herb Salvage 10 Arroyo Willow Salix lasiolepis Tree Salvage 12
Arroyo Willow Salix lasiolepis Tree Cuttings 12
California Sycamore Platanus racemosa Tree 15 g 10
Fremont Cottonwood Populus fremontil Tree 15g 10
Total 54
Zone B includes 1.35 acres adjacent to the replaced channel in the lower canyon and shall consist primarily of wetland species.

Table 2 - Plant List, Zone B
Common Name Scientific Name Life Form Size Quantity
Fringed Willow Herb Epilobium ciliatum Herb Salvage 10
Alkali Heath Frankenia salina Herb Salvage 25
Yerba Mansa Anemopsis californica Herb 1-5 g 25
San Diego Sedge Herb 1 - 5g 25
Wild Rhubarb Rumex bymenosepalus Herb Salvage 25
Pickleweed Salicornia pacifica Herb Salvage 30
Salt marsh fleabane Pluchea odorata Herb Salvage 10
California Sealavender Timonium californicum Herh Salvage 25 Saltbush Atriplex lentiformia Shrub Salvage/1 g 15
Total 205
Zone C consists of 1.22 acres of upland buffer/transitional habitat on a slope in the northwest side of the Restoration Area (labeled as Upland Buffer B in Exhibit A).

Table 3 - Plant List, Zone C
Common Name Scientific Name Life Form Quantity
California Poppy Eschscholzia californica Annual Herb 2.5 lb Arroyo Lupine Lupine succulentus Annual Herb 2.5 1b
Deerweed Acmispon glaber Perennial Herb 2.51b
Foothill Needlegrass Stipa lepida 2.515
Purple Needlegrass Stipa pulehra 2.5lb
Bush Sunflower Encelia californica Shrub 2.5 1b
Golden Yarrow Eriopbyllum confertiflorum Shrub 2.5 1b
Goldenbush Isocoma menziesii Shrub 2.5 1b
California Buckwheat Eriogonum fasciculatum var. fasciculatum Shrub 151b Total 35lb

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair Zone D consists of 1.07 acres located within the fuel modification zones of adjacent single- family residences and therefore subject to thinning (labeled as Upland Buffer A in Exhibit A. So-called "ladder" fuels that worsen potential for fire, such as subshrubs and grasses, must be avoided. Therefore, only the evergreen species in Table 4 will be planted in this zone.

Table 4 - Plant List, Zone D
Common Name Scientific Name Life Form Size Quantity
Saltbush Atriplex lentiformia Shrub 5 - 15 g 20
Toyon Heterumeles urbutifulia Shrul, 5 - 15 g 20
Total 40
Off-Site Mitigation Sites 1 and 2
Before beginning the slope repairs at the Restoration Area or in conjunction with them, the applicant's contractor shall remove all invasive non-native trees, shrubs, and herbaceous species from Off-Site Mitigation Sites 1 and 2. The applicant's contractor shall then modify the channel to create a more natural-appearing meander and plant the exposed soil with native trees, shrubs, and herbaceous species to replace the invasive exotics. The project restoration ecologist will advise as to placement of riparian, wetland, and upland species depending on localized conditions (e.g. in-channel vs. banks).

Table 5 - Plant List, Off-Site Mitigation Sites 1 and 2 Common Name Scientific Name Habitat/Life Form Size Quantity Arroyo Willow Salix: lasiolepis Riparian Tree Jutting 40 Cattail Typha domingensis Wetland Herb Transplan 200
Mulefat Baccharis salicifolia Transition Zone Shrub Cuttings 20 Fremont Cottonwood Populus fremontii Riparian Tree 5 - 15 g 10 Total 270
Plant Palette Notes
Cultivars or varieties shall not be used. Species shall not be substituted without consultation and approval by the project's restoration ecologist. Quantities may be adjusted depending on availability at the time of planting. The container stock and seed shall be inspected to ensure that it is free of non-native ants and other pests immediately before being transported to the site. The project's restoration ecologist shall inspect the stock again immediately upon arrival at the site. If non-native ants are found, delivery of the stock and/or seed in which they occur shall be refused and taken back to the nursery.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

PRE-CONSTRUCTION PLAN IMPLEMENTATION
Non-Native Species Removal and Site Cleanup
The California Invasive Plant Council (Cal-IPC) considers numerous non-native plant species as moderately to highly invasive. Examples include arundo, castor bean, fennel, thistle, tree tobacco, pampas grass, and ice plant. Under the supervision of the project's restoration ecologist, the applicant's contractor shall remove all moderately to highly invasive species. Removal shall be conducted before beginning, or in conjunction with, the proposed landslide repair activities.

The contractor shall also remove all debris left from golf course operations such as pieces of concrete, asphalt, and fencing.

Native Species Cuttings, Salvage, & Soil Stockpile
The following measures shall be implemented under the supervision of the project's restoration ecologist:

1. The applicant's contractor shall take cuttings of arroyo willow (Salix lasiolepis) from the individuals that occur within the unnamed creek at the Restoration Area so that they can be used for restoration. The cuttings shall be 2-inch diameter and at least 2 feet long and shall be treated with rooting compound, planted in 15-gallon containers filled with saturated soils taken from within the creek, and shall be grown and maintained on-site by the applicant's contractor or by a local nursery.

2. The applicant's contractor shall use heavy machinery to salvage the remainder of the arroyo willow after taking the cuttings and shall plant it immediately adjacent to the parts of the creek that are not to be disturbed or shall be stockpiled in a low depression capable of holding water. If stockpiled, it shall be watered and maintained on site by the applicant's contractor as necessary until it can be planted.

The applicant's contractor shall also stockpile soil from the creek and use it to line the channel and parts of the restoration site.

POST-CONSTRUCTION PLAN IMPLEMENTATION
Irrigation
The water conveyance and capture system that will be installed as part of the proposed project will capture nuisance flows and convey them to the Restoration Area via gravity flow. The amount of water available is adequate to support wetland habitat but the upland container stock and seed must be temporarily irrigated in order to grow and establish it. Temporary irrigation may also be needed at Off-Site Mitigation Sites 1 and 2 in order to establish and grow plants.

1. After the landslide repairs have been completed a temporary above ground irrigation system shall be installed that has the ability to soak all areas within the

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair upland areas of Zone C and shall install a permanent system in Zone D (for any necessary fire suppression).

The irrigation system shall consist of PVC pipe staked on grade at approximately ten feet on-center and at all corners, providing 100 percent coverage of the upland areas using spray and/or rotor heads as appropriate.

3. Irrigation heads may need to be raised up on staked risers to reach above developing plants to avoid blockage.

4. The irrigation system will only be used in the early fall and late spring seasons for the first three growing seasons to help establish the plants such that they can survive on their own from seasonal rainfall in Years 4 and 5.

5. Irrigation shall be phased out in Zones A, B, and C near the end of Year 3 prior to the rainy season per the direction the project's restoration ecologist.

6. The permanent irrigation system in Zone D shall remain in place for any necessary fire suppression.

7. It is anticipated that the amount of water that is currently conveyed to the drainage at Off-Site Mitigation Sites 1 and 2 is sufficient to enhance and create additional habitat but temporary irrigation may initially be required in order to grow and establish plants. Installation of temporary irrigation at these sites shall be at the discretion of the projects restoration ecologist and if installed shall be phased out per the conditions for the Restoration Area.

Planting & Seeding Schedule
The applicant's contractor shall prepare, plant, and seed the Restoration Area immediately after the repairs have been completed or in conjunction with them if possible and shall prepare and plant Off-Site Mitigation Sites 1 and 2 before or in conjunction with the repairs.

Container Planting
With the exception of Zone D in the Restoration Area (see below), plants shall be installed in a natural-appearing pattern, i.e. not in rows. Holes for container stock should be dug at least twice as wide as the root ball, with the crown of the plant left about 0.25 inch above grade for proper drainage. If the soil is dry it shall be irrigated and allowed to drain before the plant is installed. Plants shall be irrigated after installation to ensure good soil- to-root contact.

In Zone D, plants shall be installed in a natural-appearing pattern but spaced at least 15 feet apart (as measured on center) per fire department specifications for fuel modification zones adiacent to residences.

Upland Hydroseeding
The hydroseed slurry shall include a mix of the upland species listed for Zone C in Table 3, clean wood fiber or cellulose mulch, and binder (tackifier) as recommended by the project's restoration ecologist.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

MAINTENANCE
Weed Control

1. Weeds shall be removed during late winter through early summer, as necessary, before they set seed and/or before they reach approximately 12 inches in height under the direction and on-site supervision by the project's restoration ecologist.

2. At least two weeding events should occur Year 1 - 5 during season of normal rainfall, with more or less as dictated by actual amount and rainfall intervals.

3. Weed control shall mainly employ hand pulling, mechanical methods. Spot spraying of herbicides will be employed only as a last resort, if deemed necessary by the project's restoration ecologist. Per recommendations of the water quality staff of the California Coastal Commission, spray of landscaping chemicals in or within 25 feet of any drainage swale be avoided, and use of landscaping chemicals within the project area should be minimized to the extent feasible.

4. All weed control activities shall be conducted with on-site supervision provided by the project's restoration ecologist. Per recommendations of water quality staff of the California Coastal Commission, an Integrated Pest Management (IPM) approach shall be employed to the extent feasible, to minimize the use of landscaping chemicals and to prevent the degradation of coastal water quality.

Erosion Control
Erosion control measures specified in the drawings submitted to permitting agencies shall be used. However, if the project's restoration ecologist determines that installation of additional erosion control measures and BMP's are necessary, they shall be installed per their direction. Erosion control measures may include use of sandbags, fiber rolls, silt fencing, and/or matting. If fiber rolls are used, they shall be certified weed free. In addition, the following specification shall be included per request of water quality staff of the California Coastal Commission:
"The use of temporary erosion and sediment control products (such as fiber rolls, erosion control blankets, mulch control netting, and silt fences) that incorporate plastic netting shall be prohibited, to minimize wildlife entanglement and plastic debris pollution. Only 100% biodegradable (not photodegradable) natural fiber netting shall be allowed."
If any erosion control measures and BMP's are installed, they shall remain in place and be maintained until the project's restoration ecologist determines that the plants have become established and that seed has germinated and growing, and that ground cover is adequate.

Additional maintenance activities may include, but are not limited to, pest control, disease control, the installation of erosion control measures and BMP's, additional planting and seeding, and irrigation repair and/or adjustments as necessary.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

MONITORING AND REPORTING
Restoration Area

COMPLETION MONITORING AND REPORTING
The project's restoration ecologist will visit the restoration site twice per month (or as necessary) during the first 120-days, after planting and seeding, to monitor site conditions.

They will determine if the salvaged species, cuttings, and the container stock are becoming adequately established, verify that seed application and germination has been successful, check that irrigation is adequate, and identify any problems or potential problems with regards to plan implementation. During this period, the restoration ecologist will provide recommendations in writing to the applicant's contractor regarding any necessary remedial actions. The applicant's contractor shall be responsible for ensuring that all remedial actions are taken and completed in a timely manner.

The project's restoration ecologist will provide a Completion Report to the applicant for submittal to permitting agencies within 30 days of completion of the 120-day post- restoration monitoring period. The report will include details and maps as necessary with regards to site preparation, irrigation, the number and names of plants salvaged and replanted, the species names and amount of container stock used, the species names and amount of seed applied, and any deviations from the plant palettes.

FIVE-YEAR MONITORING AND REPORTING
The project's restoration ecologist will visit the restoration site once during May and once during September for a period of 5 years or until they determine that the performance standards are met (see below).

The restoration ecologist will establish photo points at a minimum of 4 locations within the restoration site for comparative analysis between years.

The restoration ecologist will determine percentage survival of salvaged species and container stock used in the restoration, relative cover of native species and non-native species, and will identify and mark non-native species so that they can be removed by the maintenance crew.

The data will be compared to performance standards are being met and shall be included in annual reports (see below). The focus of all efforts shall be the eradication of species identified by Cal-PC as being moderately to highly invasive.

An annual monitoring report shall be provided to the applicant for submittal to permitting agencies no later than December 31 of each monitoring year. Each report will include the following:

1. Comparisons to performance criteria;

2. Photographs from established reference points;

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

3. Description of maintenance activities including the use of any replacement container stock and seed and methods used for control of non-native species;

4. Recommendations for remedial actions necessary to ensure success of the restoration. The property owner shall be responsible for ensuring that all remedial actions are taken and completed in a timely manner.

Off-Site Mitigation Sites 1 and 2
All monitoring and reporting activities described above for the Restoration Area shall also be required for Off-Site Mitigation Sites 1 and 2, including but not limited to: site visits twice a year, establishment of locations for comparative photograph analysis, evaluation using specific performance objectives, and preparation of an annual monitoring report to be submitted no later than December 31 of each monitoring year.

PERFORMANCE OBJECTIVES
Restoration Area

ZONES A, B, AND C

1. Target values for relative cover in Year 1 is 20 percent, Year 2, 30 percent, and Year 3, 40 percent;

2. Survival of the container stock shall be 75 percent in Years 1, 2, and 3;

3. Cover of native species is at least 75 percent by the end of the 5-year reporting period;

4. Absence of moderately to highly invasive non-native species;

5. Vegetation must survive at least 2 years without irrigation (i.e. phase out irrigation at the end of Year 3).

ZONE D
Due to the fact that this zone will be maintained according to the fire department's fuel modification requirements, the only objective for this zone is to ensure that it is free of moderately to highly invasive plant species that could eventually invade native communities in the other zones. The irrigation system will remain in place for fire prevention and suppression purposes.

Off-Site Mitigation Sites 1 and 2
All performance objectives listed above for Zones A, B, and C of the Restoration Area shall be adopted for Off-Site Mitigation Sites 1 and 2, including but not limited to: at least 75 percent native cover by the end of the initial five-year monitoring period, absence of moderately to highly invasive species, and survival in the absence of irrigation.

It should be noted that the golf course has no control over what adjacent residential land owners plant, therefore it is possible that removal of invasive exotics will need to continue periodically for an indefinite period of time.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

ADAPTIVE MANAGEMENT
While the intent of this RMMMP is to create, establish, and enhance wetland and upland habitats there is always a risk that the mitigation fails or partially fails due to unforeseen circumstances. The project's restoration ecologist will visit the Restoration Area and Off- Site Mitigation Sites 1 and 2 twice per year to monitor and compare to performance objectives. If the performance objectives are not met, the restoration ecologist will identify the problems during the scheduled site visits, determine the cause(s) of the problems, and provide the property owner or their representative recommendations that will correct them. The property owner shall be responsible for ensuring that all remedial action is taken and completed in a timely manner so that the performance standards can be met.

The project's consultant shall continue the monitoring and reporting measures summarized in this five-year RMMMP until all performance objectives are met. Any proposed changes to this RMMMP will be submitted to permitting agencies for approval prior to implementation.

LONG-TERM MANAGEMENT
A detailed long-term management plan is provided under separate cover. In summary, the Shorecliffs Golf Club and the City of San Clemente completed an identical project in 1995 in a different location at the Shorecliffs Golf Course and entered into a long-term management agreement. The arrangement that was agreed upon by the parties provided for a recorded Conservation and Management Easement, whereby the City of San Clemente would maintain the storm pipe and Shorecliffs Golf Club would maintain the wetlands and non-wetland waters. There is a mechanism provided for in the agreement that allows the City of San Clemente to have oversight over its long-term management maintenance of the other projact and it provides for a tax lien to bc implemented in tha event that Shorecliffs Golf Club fails to adequately maintain the wetlands and non- wetlands so that the City of San Clemente can take over the maintenance. It is the intention of the applicant to enter into a similar agreement with the City of San Clemente. A copy of the agreement is provided separately.

Zone D in the Restoration Area is located within the fuel modification zones of the single- family residences along Via Ballena. As such, the vegetation planted in Zone D may be subject to fuel modification as it starts reaching maturity. If the home owners are mandated by the Fire Department to fuel-modify/weed-abate Zone D, they shall do so by removing and reducing the amount of cover of non-native species, by removing all species that are moderately and highly invasive, and if necessary shall trim the native woody vegetation per fire department requirements. Native herbaceous species shall be mowed to no less than 6 inches in height but only after it has set seed. The best time to fuel- modify/weed-abate is within the 2 weeks before the date that the activity must be completed as mandated by the Fire Department.

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

FINANCIAL ASSURANCES
The applicant anticipates that it will cost approximately $592,000 to implement this RMMMP and monitor the restoration sites for 5-years and includes an additional $118,400 as a contingency. The cost breakdown is as follows:

Engineering $8,500
Permits $3,500
Installation of low flow pipe $25,000
Grading (includes Geo and Rip Rap) $15,000
Dredge 2500 linear feet of channel $25,000
Planting (includes nursery stock) $235,000
Maintenance (5 years includes re-planting) $240,000
Monitoring (5 years) $40,000
Contingency (20% of costs) $118,400
TOTAL $710,400
The applicant will provide a Financial Assurance Instrument as a contingency for failed mitigation, naming the agencies as beneficiary in the Format and Amount as requested by each individual Agency.

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair N
0 0.15 0.3
Miles
Camino de los Mares
Zone A Wetland
Zone B Adjacent Wetland
Upland
Off-Site Mitigation Site 1
Off-Site Mitigation Site 2
0 350 700
ue ro → Feet
Aventda Vaquero
Restoration Area
Avenida Vaguero
Calle Grande Vista
doyes Est, Digtalolors, 95oEya Earustar
Va Ballena
owes Est, Digite Slobe, GecEys, Earthstar Geographs, CNES Airus Da, JDA,USGET ASGGPID JENT and the cis User gommunite
Exhibit A. Project and Mitigation Locations

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

APPENDIX A

RESTORATION AREA PLANS
Note: these pertain to habitat areas only. Engineering details of the culvert, slope repair, and other specifications are provided in the full set of drawings under separate cover.

tem sri cin gun
moin Conttruttian a1 0-5
Flow Line EL. 58.55'

GEES-BP
Inatanod Fal 30m Drain -
I asond for
Plast Palettes Within Lardscape and Restoraton Area /
Description/ Existing Homes

1.18 ac Zon - M Contine oe Srazed Socie Red-Traged Home City of San Clemente (See Sheet 9.2, Table 1) 160
Prodece Fristed Graund Elevaton
Homes Demollshed Approximato Scalo Approved by:

Zone 3 = Adiacent Welland Plant Palette - Salvaced City Engineer 1,35 ac Species and Container Stock Existing Ground Elevation Contour Feet) Via Ballena Landslide Repair, 3an Clemente, CA
Uimits of Wisite Restotion Area

1.22 ac Zone : - Nee s bet 92. Tel troses Mx
oa dl andansns Besteratlon
Zone J= Native Landscape Hydroseed and - - — Limits of Golf Course Rastoration

1.07 ac Landscape and Habitat Restoration Plan

5.60 ac Dolf Culeee Groane and Faleamse (leat Craee) GeoKinetics Sheet 9.1
Apel 18, 2021
scamoros
35' Easement
Tible 1. Plant List, Zone A
Life
Common Name Scientific Name Sir* Quantity
Californis Balrush. Schnopleche californicus Herb Salage Arrovo Willow Salk lasiolepis Salage
Arroyo Willow Cutings
Tree
Fremont Cottonwood Populus fremontil 1g.

Total
Existing Surface
Carnate Location
Every Other One) Tible 2. Plant List, Zone B
Common Name Scientific Name Quantity
7X7 Segmental Box Culvert Fringed Willow Herb Splobium cillatu Frenkenia salina SaNage
YerbaMansa N trymonsis californici
i Ran SoBe Carr spiesa
Sakags
Pickleweed alcomnia pacifica Herb Sakass
Cole mank date Sakage
Saltbush Atrplex lentiformia;
Total C 205
Typical Cross Section Though Lower Canyon Showing Wetland Habitat Restoration Scale: As Shown Table 3. Zone C
Native Plant Palette - Hydroseed Mix
Form
California Poppy
Arroyo Lupine Lapse animir Koch
Avigan zaier (Vogel) Brouillet
Stip intida Hitche
A Babe Stitch Perennial Gras
olden Yarrow 25B
Engineer Channel. California Buckobeat Eriguean fascinatan Benth. var. Assicstan 35 1b
Table 4. Zone D
Native Plant Palette - Container Stock*
Common Name Scientific Name Quantity
Form
Saltbush. Amlex inalrmie (Tor.)S. Watsen 5 - 15 g
Herevin arbudda (Lindley) Rommer
Total
* Ssace approsimately 15 feet in fue modification zones per Fire Depurtment roquirement.

Habitat Restoration and Landscape Planting Zones
(Plant Palettes)
Wetland Habitat Restoration Detail
Scale: As Shown
=xnlanation:

City of San Clemente
Approved by:

City Engineer Dare
Via Ballena Landslide Repair, 3an Clemente, CA
Wetland.

Landscape and Habitat Restoration Details
Orgine Satein then o GeoKinetics
Sheet 9.2
March 13, 2021
RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

APPENDIX B

OFF-SITE MITIGATION AREA PLANS

Off-Site Mitigation Area 2!
Existing Channel
wallar w Wetland Wallar
Habitat
20 - 25'
New Channel 18" Deep*
Or Match Existing
3-4' Wide
Or Match
Existing
Section View
Scale 1° - 2
Oil-Site Mitigation Area 1
Restoration Area ?
Plan View
Scale 1* = 5
City of San Clemente
Approved by..

City Engineer
Via Ballona Landslide Repair, San Clemento, CA
Legend
Existing Drainage Flow Path Channel paroximato Scale
Off-Site Mitigation and Details
GeoKinetics
Sheet 9.3
6 dreams and seodos and e that rest, and aranoresees regresteded on These sies are and that real toe perpety of Cacklets and Bo part Backst shal be coond, mersateed is part or is atol, used ent June 19, 2018

EXHIBIT B
Long-Term Habitat Management Plan ("LTHMP") for the Shorecliffs Wetland Conservation Area dated April 26, 2021 (the "Management Plan")
Long Term Habitat Management Plan
for the Shorecliffs Wetland Conservation Area
April 26, 2021
Prepared For:

George Zeber
OC Re-Hab 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Prepared By:

Edith Read, PhD
E Read and Associates, Inc.

Orange, CA
(714) 366-8857

TABLE OF CONTENTS
PROJECT BACKGROUND AND PROPOSED MITIGATION ... 3
RESPONSIBLE PARTIES. ... 4
FINANCIAL SUMMARY.. .. 4
INITIAL CONSTRUCTION, MAINTENANCE, AND MONITORING COSTS. ....4 LONG-TERM ONGOING COSTS (AFTER 5 YEARS)..... ...5
RESTORATION AND ENHANCEMENT METHODS.. ... 6
RESTORATION AREA... ....6
OFF-SITE MITIGATION SITES 2 AND 3 ...... ....6
RESTORATION GOALS, OBJECTIVES, AND SUCCESS CRITERIA ... 6 MONITORING AND REPORTING PROGRAM... ... 7
MAINTENANCE PROGRAM. .....7
CONTINGENCY MEASURES AND ADAPTIVE MANAGEMENT ... 7
REFERENCES.. ...7
Exhibits
Exhibit A. Site Locations within the Conservation Area..................

LTHMP - Shorecliffs

PROJECT BACKGROUND AND PROPOSED MITIGATION
In 2006 and 2011, slope sections above the Shorecliffs Golf Course in San Clemente, California failed, resulting in loss of residences, damaging others, and threatening additional residences. Engineering studies indicated that the primary cause of slope failure was perennial water flow that undermined the toe of the slope. The volume of this water increased over many years as runoff from off-site developments and roads was directed into a single drainage. Analyses indicate that this drainage probably had only seasonal flow historically but it became perennial over time, eventually resulting in establishment of riparian and freshwater wetland vegetation along its length (FBC 2016a,b). This vegetation consisted of willows and emergent vegetation such as cattails and bulrushes. Prior to the repairs initiated in 2018, there were approximately 1.11 acres of State jurisdictional wetlands within the area encompassed by the Shorecliffs Golf Course's 5th and 6th Holes. The 1.11 acres included the unnamed creek, contiguous riparian canopy, and adjacent wetlands. Federal jurisdiction included 0.59 acres of wetlands and 0.52 acres of non-wetland waters.

In order to mitigate impacts from slope repair and stabilization, the project applicant proposed wetland restoration and enhancement at the three locations shown in Exhibit A and described as follows: a) a new on-site wetland in the southern section of the golf course's 6"h hole, totaling 2.53 acres and referred to as the Restoration Area; b) on-site establishment of 1.22 acres of upland slope habitat upstream of the Restoration Area to provide a buffer and wildlife foraging area; c) on-site establishment of 1.07 acres of upland habitat within the fuel modification zone on the restored, stabilized slope below the residences; d) off-site restoration and enhancement of existing 7.27 acres of riparian habitat and wetland that runs through Shorecliffs golf course Holes 1, 7,10, 11, and 12, referred to as Off-Site Mitigation Sites 1 and

2. Collectively, these areas will be protected and maintained in perpetuity as the Shorecliffs Wetland Conservation Area (SWCA). An Endowment will fund long-term maintenance of the SWCA.

Details of restoration and maintenance during the first five years after slope repairs are completed are described in a Restoration, Mitigation, Monitoring, and Maintenance Plan (RMMMP) provided under separate cover and summarized here. The rest of this Plan updates the July 27, 2020 version to comply with requirements of the California Coastal Commission and addresses long-term management and maintenance beyond the first five years.
revised 04/26/2021 3
LTHMP - Shorecliffs

RESPONSIBLE PARTIES
OC Re-Hab 1, LLC will be responsible for all long-term maintenance of the Restoration Area. The Golf Course will be responsible for Off-Site Mitigation Sites 1 and 2 upon acceptance of the initial Improvements by the Agencies at year 5 or longer. The costs associated with the maintenance will be paid out of an endowment. The Golf Course, OC Re-Hab 1, LLC and the City of San Clemente have entered into an agreement which is incorporated into the Conservation Easement whereby the City will maintain oversight authority over the maintenance operations in perpetuity. The City will not be responsible for conducting maintenance activities, but will enforce compliance with the LTHMP through the implementation of a Tax Lien to ensure payment of services to outside vendors or contractors in the event the Golf Course fails to meet the requirements contained within the LTHMP.

The following parties will take the lead on the indicated tasks and hire contractors as needed to provide specialized expertise, such as biological monitoring.

Initial installation, maintenance, and monitoring of all sites for the first five years:

OC Rehab 1, LLC. Contact: George Zeber, President, Western Pacific Construction Services, 13101 Barrett Hill Circle, North Tustin, CA 92705. Telephone: 714-734-8224. Email:

[email protected].

Long-term maintenance and monitoring of the Restoration Area after five years:

OC Rehab 1, LLC. Contact: George Zeber, President, Western Pacific Construction Services, 13101 Barrett Hill Circle, North Tustin, CA 92705. Telephone: 714-734-8224. Email:

[email protected].

Long-term maintenance and monitoring of Off-Site Mitigation Sites 2 and 3 after five years:

Shorecliffs Golf Course. Contact: Jim Vaughn, 501 Avenida Vaquero, San Clemente, CA.

Telephone: 949-492-1178. Email: [email protected].

FINANCIAL SUMMARY
Initial Construction, Maintenance, and Monitoring Costs Table 1 summarizes initial costs listed in the RMMMP. These costs cover construction plus five years of compliance with permit conditions, including maintenance and monitoring after construction and restoration tasks are completed. OC Rehab will be responsible for ensuring that the 5-year success criteria are met. If, in the view of the permitting agencies, the success criteria are not met, OC Rehab will continue to be responsible for maintenance and monitoring until the success criteria are met. revised 04/26/2021 4
LTHMP - Shorecliffs
Table 1. Estimated Initial Costs
Component Cost
Engineering $8,500
Permits $3,500
Installation of Low Flow Pipe $25,000
Grading (includes Geo and Rip Rap) $15,000
Dredge 2500 If of channel $25,000
Planting (includes nursery stock) $235,000
Maintenance (5 years includes re-planting) $240,000
Monitoring (5 years) $40,000
Contingency (20% of costs) $118,400
Total $710,400
The applicant will provide a Financial Assurance Instrument as a contingency for failed mitigation, naming the agencies as beneficiary in the Format and Amount as requested by each individual Agency.

Long-Term Ongoing Costs (after 5 years)
After the 5-year success criteria are met, the long-term maintenance and monitoring period will begin.

The long-term financial analysis prepared for this Plan is based on the following assumptions over a period of 10 years:
• Long-term maintenance will be performed by a half-time (0.5 FTE) position at a rate of $20/hr, including benefits and other overhead;
• Monitoring for long-term health and to identify maintenance issues (if any) will be conducted by a biologist once annually (see Section 6), and will include a report identifying issues (if any) and recommendations.

It is expected that the applicant and agencies will review the estimated costs periodically and update the 10-year estimate as needed depending on site conditions.

Long-term costs will be funded through interest on principal from an Endowment dedicated to the Conservation Area. For example, based on a capitalization rate of 4.5 percent and an estimated yearly maintenance and monitoring cost of $40,000 for a period of 10 years, a principal of $888,900 would be required to support maintenance and monitoring. This is only an example. The principal and capitalization rate could change depending on future site maintenance needs and market conditions, respectively.
revised 04/26/2021 5
LTHMP - Shorecliffs

RESTORATION AND ENHANCEMENT METHODS
The RMMMP provides details of how the habitat areas will be restored and enhanced, as well as plant palettes and planting zones for each site. Methods are summarized in the following sections.

Restoration Area
The wetland and riparian habitats consist of planting Zones A and B as described in the RMMMP. As slope repairs are completed or in conjunction with them, flows will be from the north (below Interstate 5) to the Restoration Area through a 7 ft. x 7 ft. box culvert via gravity flow.

The upland habitat consists of Zones C and Das described in the RMMMP, and is located on slopes at the north end of the Restoration Area. Non-native species will be removed and replaced with native seed and container stock. Zone D is in a fuel modification zone below residences, therefore the plant palette is necessarily restricted to species approved by the Fire Department and it is expected that some fuel modification (thinning, trimming) may be required as vegetation matures.

Off-Site Mitigation Sites 1 and 2
Restoration and enhancement activities at Sites 1 and 2 will consist primarily of removing invasive species, establishing a meandering channel braided with the existing channel, and planting native riparian vegetation. Existing non-native trees with a trunk diameter of more than 8 inches will be removed if, in the judgment of the project's restoration biologist, the tree is invasive or otherwise poses a threat to the native ecosystem.

RESTORATION GOALS, OBJECTIVES, AND SUCCESS CRITERIA
Long-term maintenance of the Conservation Area has three goals: 1) long-term health of the ecosystem; 2) self-sustainability, as much as possible in an urbanized watershed; 3) co-existence with surrounding communities in terms of preventing conditions that could lead to health or safety problems. Attaining these goals all three sites in the Conservation Area will involve a maintenance approach that balances habitat values with human health and safety issues. For example, it is expected that emergent vegetation will require periodic thinning for mosquito abatement and flood control, but this will need to be done in consultation with a qualified biologist and outside of the bird nesting season to avoid violation of Federal and State laws that protect nesting birds.

Specific long-term objectives are as follows:

1. Regarding non-native invasive species, same objectives as the five-year criteria:
a. Average cover by non-native species with an invasive threat status of "Low" (as listed in California Invasive Plants Council's most recent database) is 10 percent or less of the area of each site.
b. Absence of high or moderately invasive species as listed in the Cal-PC database.

Examples include fennel and pampas grass.

2. With regard to native wetland vegetation, and riparian vegetation where surface water is present, cover will be maintained in the range of 70 to 80 percent; 100 percent cover and high density of marsh vegetation, especially bulrushes and cattails, is to be avoided in order to prevent clogging of drain inlets/ outlets, facilitate mosquito abatement, and avoid potential for flooding.

3. Native cover in the upland buffer area in the Restoration Area, outside of fuel modification zones below the residences, will be at least 75 percent.
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LTHMP - Shorecliffs

MONITORING AND REPORTING PROGRAM
Periodic monitoring will be necessary after the 5-year period has ended in order to support the "good health in perpetuity" goal for the ecosystem. However, the frequency and intensity of such monitoring will depend on conditions at the end of the 5-year period. While annual monitoring indefinitely cannot be required of the project applicant, it is possible that special status plant and/or wildlife species may colonize the restored habitat areas, and the presence of such species could affect maintenance methods and schedules. Birds may establish nests, further affecting when and how maintenance is conducted.

Ideally, because of these variables, a long-term monitoring and reporting program would be prepared by a qualified biologist as part of their report submitted at the end of the fifth monitoring year.

However, estimation of long-term costs requires that some assumptions be made. For the purpose of this Plan we have assumed a maximum of once-annual monitoring for 10 years after the initial 5-year period by a qualified biologist during the peak of nesting season (generally April-May timeframe) to evaluate habitat conditions. Each monitoring visit to cover the entire Conservation Area would take no more than 2 days of 8 hrs each, including travel time. Results will be summarized in an annual letter report. Copies of all reports will be submitted to the City of San Clemente.

MAINTENANCE PROGRAM
The RMMMP provides details of a maintenance program for the Conservation Area for the first five years. Tasks include (but are not necessarily limited to) weed control, erosion control, trash removal, and inspection and cleaning of inlets and culverts. A qualified restoration ecologist will monitor the Conservation Area to ensure that maintenance tasks are completed as needed for health of the system.

CONTINGENCY MEASURES AND ADAPTIVE MANAGEMENT
The RMMMP specifies that if survivorship of container stock falls below 75 percent during the interim monitoring period, the plants will be replaced. However, recommendations for remedial planting will be based on data and observations of the monitoring biologist. For example, it is possible that factors outside of the control of the permittee, such as excessive damage by rodents or trampling from human intrusion, will contribute to plant mortality. If so, remedial planting would not be a viable solution and the monitoring biologist will be tasked with recommending alternative solutions.

Additional factors outside of the control of the permittee, such as vandalism, a spill of oil or other hazardous material, or fire could substantially affect habitat conservation goals and ability to achieve success criteria within a specified timeframe. For the purpose of this plan, "substantial effect" is defined as a factor or event that reduces average cover or survivorship of planted native vegetation by more than 20 percent of the success criterion in a given year OR reduces the probability of reaching the 5- year success criteria.

If any of the above occurs, the permittee will consult with a qualified biologist on developing measures to address the problems in a manner that will still achieve the overall goals for the Conservation Area: long- term health, self-sustainability as much as possible in an urban watershed, and co-existence with surrounding communities such that public health and safety are not compromised.

REFERENCES
Forde Biological Consultants (FBC), 2016a. Jurisdictional Delineation, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 2016b. Biological Assessment, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.
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LTHMP - Shorecliffs
Forde Biological Consultants, 201 6c. Restoration, Mitigation, Monitoring, & Maintenance Plan, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 2016d. California Gnatcatcher (Polioptila californica) Survey. Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 201 6e. Least Bell's Vireo (Vireo bellii pusillus) Survey, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA. revised 04/26/2021 8
LTHMP - Shorecliffs
N
0 0.15 0.3
• Miles A
Camino de los Mares
Zone A Wetland
Zone B Adjacent Wetland
Upland
Off-Site Mitigation Site 1
Off-Site Mitigation Site 2
350 700
• Feet
Avenida Vaquero
Restoration Area
Avenida Vaquero
Calle Grande Vista
Ma Ballena
cowas Esi, Digitalslobe, GeEye, Earthstar Geographs, ONESIATES DE, USDA, USOS, ASOGRID, ISN, and the gistuser Community
Exhibit A. Site Locations within the Conservation Area
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EXHIBIT C
Conservation Easement Deed and Maintenance Agreement for Shorecliffs Golf Course Site 1

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of San Clemente
Attn: City Clerk
910 Calle Negocio
San Clemente, CA 92673
Space Above This Line Reserved For Official Use Only

CONSERVATION EASEMENT DEED

AND MAINTENANCEAGREEMENT
(Including Third-Party Beneficiaries)
Shorecliffs Golf Course Site 1
This CONSERVATION EASEMENT DEED AND MAINTENANCE AGREEMENT ("Conservation Easement") is made as of March 20, 2024, by and between OC RE-HAB 1, LLC, a California limited liability company ("Grantor"), and the City of San Clemente, a California municipal corporation ("Grantee"), (collectively, the "Primary Parties") with reference to the following facts:

RECITALS
Grantor is a limited liability company duly organized and existing under the laws of the State of California, is registered to do business in the State of California and is the owner in fee simple of certain real property located in the City of San Clemente, County of Orange, State of California, which is legally described in Exhibit A attached hereto and incorporated herein by this reference (the "Golf Course Property"). The Easement Property is located within the boundaries of the Golf Course Property described in Exhibit B attached hereto and incorporated herein by this reference ("the Easement Property").

Grantor is a limited liability company duly organized and existing under the laws of the State of California, is registered to do business in the State of California and consists of George Zeber as its sole member and manager.

C. Grantee is a municipal corporation in the State of California with jurisdiction over the Golf Course Property and the Easement Property, and responsibility for local permitting and approval of construction within the Golf Course Property and the Easement Property.

Slopes bordering the Golf Course failed between 2006 and 2011, necessitating slope stabilization and repairs together with construction of a culvert on Site 1 ("Culvert") and Final Conservation Easement Sites 2 and 3

other drainage improvements in and after 2018. The Site 1 Culvert is a 7-foot by 7-foot box culvert and associated transition structures connecting to property owned by the California Department of Transportation ("CalTrans") at the upstream point and connecting to existing drainage improvements at Via Cascadita at the downstream point. As mitigation for impacts from these repairs and improvements, the Easement Property has been required to be reserved in perpetuity for conservation purposes pursuant to California Coastal Commission's April 16, 2476, approval with conditions of Granior's Coastal Development Permit application no. 5-20.

E. The surface of the Easement Property is suitable for contouring and revegetation with native riparian and upland vegetation possessing environmental values of importance to Grantee, the Third Party Beneficiaries identified in Recitals I and J below, and the people of the State of California. Upon completion of revegetation, the Easement Property will provide high quality natural, restored and/or enhanced habitat for wetland species, an upland buffer of coastal bluff/saltbush scrub, as well as restored, created, enhanced and/or preserved jurisdictional waters of the United States. Individually and collectively, these wildlife and habitat values comprise the "Conservation Valucs" of the Easement Proporty.

F. The Primary Parties, together with GC-8, LLC, a California limited liability company and owner of portions of the Shorecliffs Golf Course, have entered into a settlement agreement ("Settlement Agreement") governing repair of failed slopes, construction of the Culvert, and short-term revegetation and management of the Easement Property, as well as other property within the Golf Course, pursuant to a Restoration, Mitigation, Monitoring and Management Plan ("RMMMP"), a copy of which is attached hereto as Exhibit C and incorporated herein fully by this reference. Under the Settlement Agreement, Grantor states its intent to convey this Conservation Easement over the Easement Property to Grantee, and Grantor will be responsible for implementation of the RMMMP, under the supervision of and with maximum not-to-exceed funding by Grantee as stated in section 7 below, as holder of this Conservation Easement, and any additional funding to be made by Grantor to the extent that necessary costs exceed the maximum not-to-exceed amount funded by Grantee. The Primary Parties have concurrently also entered into a separate conservation easement that applies to the Shorecliffs Golf Course Sites 2 and 3, which is also deed restricted as required by the California Coastal Commission? The Primary Parties intend for the maximum not-to-exceed funding amount by Grantee as provided in section 7 below, to be the maximum collective contribution by Grantee for the Easement Areas described in both this Conservation Easement for Shorecliffs Golf Course Site 1 and in the separate conservation easement for Shorecliffs Golf Course Sites 2 and 3 entered into between the Primary Parties hereto and GC-8, LLC as Grantor.

In addition, the Settlement Agreement entered into by the Primary Parties also 1 California Coastal Commission April 16, 2021 approval with conditions of Grantor's Coastal Development Permit application no. 5-20-0446 ("CDP 5-20-0446").
2 CDP 5-20-0446.

Final Conservation Easement Sites 2 and 3

ensures permanent protection of the Conservation Values of the Easement Property through maintenance of the Easement Property in accordance with the Long-Term Habitat Management Plan for the Shorecliffs Wetland Conservation Area dated April 26, 2021 (the "Management Plan"), which is attached hereto as Exhibit D and incorporated herein fully by this reference.

Under the Management Plan, Grantee will provide maximum not-to-exceed funding for implementation of the Management Plan by Grantor through an endowment to be established and held in a restricted interest-bearing account by an eligible entity designated by Grantee ("Endowment Holder") pursuant to the Management Plan. Grantee will continue to monitor implementation of the Management Plan by Grantor and ensure that Grantor cooperates with the long-term management of the Easement Property, and Grantor will provide additional funding to the extent necessary costs exceed the maximum not-to-exceed amount funded by Grantee.

H. Grantee is authorized to hold this Conservation Easement pursuant to California Civil Code section 815.3. Specifically, Grantee is a governmental entity identified in Civil Code section 815.3 subdivision (b) and otherwise authorized to acquire and hold title to real property.

The California Coastal Commission (CCC"), the California Department of Fish and Wildlife ("CDFW"), the U.S. Army Corps of Engineers ("USACE") and the Santa Ana Regional Water Quality Control Board ("RWQCB"), and each of them, have jurisdiction to enforce this Conservation Easement as a condition of environmental permits issued for construction of the Culvert.

J. The Primary Parties acknowledge that CCC, CDFW, USACE, and RWQCB (collectively, the "Third-Party Beneficiaries") are third-party beneficiaries of this Conservation Easement with right of access to the Easement Property and rights to enforce all of the obligations of Grantor including, but not limited to, Grantor's duties under Sections 4 and 5, and all other rights and remedies of the Grantee under this Conservation Easement.

COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to California law, including Civil Code Section 815, et seq., Grantor hereby voluntarily grants and conveys to Grantee this conservation easement in perpetuity over the Easement Property.

1. Purposes. The purposes of this Conservation Easement are to ensure that the surface of the Easement Property will be revegetated in accordance with the RMMMP and thereafter retained forever in its natural, restored, or enhanced condition as contemplated by the Management Plan, and to prevent any use of the Easement Property that will impair or interfere with its Conservation Values. Grantor intends that this Conservation Easement will confine the use of the surface of the Easement Property to activities that are consistent with such purposes, including, without limitation, those involving the preservation, restoration and enhancement of native species and their habitats implemented in accordance with the Management Plan. To that end, Grantor agrees that upon recordation of this Conservation Easement, all present and future Final Conservation Easement Sites 2 and 3

development rights appurtenant to, allocated, implied, reserved or inherent in the Easement Property are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Golf Course Property, the Easement Property, nor any other property adjacent or otherwise.
2 Grantee's Rights. To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee, exercisable in the Grantee's discretion:
(a) To preserve and protect the Conservation Values of the Easement Property.
(b) To enter the Easement Property at reasonable times, in order to monitor compliance with and otherwise enforce the terms of this Conservation Easement, the RMMMP and the Management Plan, to implement, at Grantee's sole discretion, any RMMMP or Management Plan activities that have not been implemented by Grantor, and to access, maintain, repair and replace the Culvert and associated City-owned facilities, all after reasonable notice and request by Grantee. If any trees, shrubs, or other habitat and wetland vegetation that Grantee removes or destroys in the exercise of its rights are required to be replaced, such replacement shall be in a ratio of no greater than 1:1, in accordance with the RMMMP. The City agrees to use reasonable efforts to minimize any inconvenience to Grantor or Grantor's adjoining property and to minimize the period of time that the Easement Area will be disturbed; provided, however, the Grantee shall not be responsible under any circumstances for any loss of revenue, lost profits, consequential or other damages of any kind or nature that may occur or result from Grantee exercising its rights.

To prevent any activity on or use of the Easement Property that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Easement Property that may be damaged by any act, failure to act, or any use or activity that is inconsistent with the purposes of this Conservation Easement. (d) To require that all mineral, air and water rights as Grantee deems necessary to preserve and protect the biological resources and Conservation Values of the Easement Property shall remain a part of and be put to beneficial use upon the Easement Property, consistent with the purposes of this Conservation Easement, provided that the exercise of such rights does not interfere with the design, maintenance, repair, replacement or functioning of the Culvert.

3. Prohibited Uses.
(a) Any activity on or use of the Easement Property that is inconsistent with the purposes of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, the following uses and activities by Grantor, Grantor's agents, and third parties are expressly prohibited:

Final Conservation Easement Sites 2 and 3

(1) Unseasonable watering; use of fertilizers, pesticides, biocides, herbicides or other agricultural chemicals; weed abatement activities; incompatible fire protection activities; and any and all other activities and uses that may impair or interfere with the purposes of this Conservation Easement, except as specifically authorized on a short-term basis by the RMMMP or by the Management Plan for operation of the Golf Course or protection of adjacent properties.
(2) Use of off-road vehicles or use of any motorized vehicles except on existing roadways, except as specifically provided in the Management Plan. (3) Agricultural activity of any kind.
(4) Recreational activities of any kind, including, but not limited to, horseback riding, biking, hunting or fishing, except for minimal intrusions related to authorized uses of the adjacent Golf Course Property that do not adversely affect the Conservation Values of the Easement Property.
(5) Commercial, industrial, residential, or institutional uses. (6) Any legal or de facto division, subdivision or partitioning of the Easement Property, except as necessary or convenient to separate ownership of the Easement Property from the Golf Course Property for the purpose of implementing the RMMMP or Management Plan.
(7) Construction, reconstruction, erection or placement of any building, billboard or sign, or any other structure or improvement of any kind except as specifically provided in the RMMMP or Management Plan, which RMMMP and Management Plan include operation and maintenance of the Culvert.
8) Deposition or accumulation of soil, trash, ashes, refuse, waste, bio- solids or any other materials.
(9) Intentional planting, introduction, or dispersal of any non-native or exotic plant or animal species.
(10) Filling, dumping, excavating, dredging, mining, drilling, removing or exploring for or extracting minerals, loam, soil, sand, gravel, rock or other material on or below the surface of the Easement Property, or granting or authorizing surface entry for any of these purposes.
(11) Altering the surface or general topography of the Easement Property, including but not limited to any alterations to habitat, construction of new roads or trails, paving or otherwise covering the Easement Property with concrete, asphalt or any other Final Conservation Easement Sites 2 and 3

impervious material except for those habitat management activities specified in the RMMMP or Management Plan.
(12) Subject to (b) below, removing, destroying, or cutting of trees, shrubs or other vegetation, except as required by law for (i) fire breaks, (ii) maintenance of existing foot trails or roads, (iii) removal of invasive non-native vegetation in connection with authorized management activities, or (iv) prevention or treatment of disease.

Manipulating, impounding, or altering any natural water course, body of water or water circulation on the surface of the Easement Property, and any activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters, except for operation and maintenance of the Culvert as specifically provided in the RMMMP and Management Plan.
(14) Without the prior written consent of Grantee, which consent Grantee may withhold in its sole discretion, transferring, encumbering, selling, leasing, or otherwise separating the mineral, air or water rights for the Easement Property; changing the place or purpose of use of the water rights, except as set forth specifically in the Management Plan; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Property, including but not limited to: (i) riparian water rights; (ii) appropriative water rights; (iii) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Property; and (iv) any water from wells that are in existence or may be constructed in the future on the Easement Property. (15) Engaging in any use or activity that may violate, or fail to comply with, California Coastal Commission's April 16, 2021 approval with conditions of Grantor's Coastal Development Permit application no. 5-20-0446, relevant federal, state, or local laws, regulations, or policies applicable to Grantor, the Easement Property, or the use or activity in question.
(b) Notwithstanding anything else in this Conservation Easement, nothing in this Conservation Easement prevents Grantee from exercising all its rights under easements that are recorded prior in time to this Conscrvation Eascment, e.g., its rights to accoss, maintain, repair and replace the Culvert and City-owned facilities. If any trees, shrubs, or other vegetation that Grantee removes or destroys in the exercise of its prior-in-time rights are required to be replaced, such replacement shall be in a ratio of no greater than 1:1, in accordance with the RMMMP.

Grantor's Temporary Duties and Obligations. Grantor shall undertake all necessary actions to install and temporarily manage the RMMMP for Site 1 including, but not limited to, the following:

Final Conservation Easement Sites 2 and 3

(a) Initial Construction and Temporary Maintenance. Implementation of the RMMMP for Site 1 in the locations shown on Exhibits A and B and described in Exhibit C, will be supervised, installed, and completed by Grantor, as contemplated in that certain Agreement and Release of Claims entered into in settlement of Joseph A. Arriola, etc., et al. v. L.H.C.

Investments LLC, etc. et al., Orange County Superior Court Case No. 30- 2011-00450299-CU-CD-CXC.
(b) Grantor will provide regular (annual) reports to Grantee on the status of RMMMP installation and satisfaction of success criteria in the RMMMP. (c) Funding: Grantor's management of the RMMMP for Site 1 is conditional upon timely receipt of the funding described in section 7 below. Grantor shall have no obligation to fund its installation or management activities pursuant to the RMMMP, except for (1) advancing necessary costs pending timely receipt of reimbursement by Grantee and (2) necessary costs that exceed the maximum not-to-exceed amount funded by Grantee.

5. Grantor's Long-Term Duties and Obligations: Grantor shall undertake all necessary actions to observe and carry out the obligations of Grantor for Site 1 under the RMMMP and Management Plan, including but not limited to, the following:
(a) Recordation of Easement. This Conservation Easement will be recorded in the official records of the Orange County Recorder immediately upon execution by all the Primary Parties.
(b) Long-Term (Permanent) Management: After written confirmation is received from the Third-Party Beneficiaries that success criteria set forth in the RMMMP have been met for the Initial (Temporary Management) period, Grantor will thereafter be responsible for all long-term maintenance monitoring and reporting in accordance with the Management Plan, with funding from an endowment established and held by Endowment Holder in a restricted interest-bearing account as described in the Management Plan. The activities required by the Management Plan include but are not limited to, the following:
(1) Maintenance. As further described in the Management Plan, Grantor shall implement a maintenance program for the Easement Property. Tasks include weed control and, if necessary, erosion control. In addition, trash that enters the Easement Property will be removed. A qualified restoration ecologist will regularly monitor the Conservation Property to ensure that trash is removed on a timely basis and maintenance tasks are completed. (2) Monitoring and Reporting. Periodic monitoring will be necessary after the 5-year period has ended in order to support the "good health in perpetuity" goal for the Easement Property. A qualified biologist will monitor the Easement Property once annually for Final Conservation Easement Sites 2 and 3

10 years after the initial 5-year period during the peak of nesting season (generally April-May timeframe) to evaluate habitat conditions. Each monitoring visit will cover the entire Easement Property and will take no more than 2 days of 8 hours each, including travel time. Results will be summarized in an annual letter report to Grantee.
(3) Restoration. Replacement of vegetation and habitats described in the Management Plan destroyed or degraded by any reason provided adequate and timely funding of Grantee, except that Grantee shall not be required to fund replacement of vegetation and habitats destroyed or degraded by Grantor's negligence. (4) Funding: Grantor's obligation to implement and monitor the Management Plan is conditional upon timely receipt of the maximum not-to-exceed funding in the amount of $748,000 by Grantee as described in section 7 below. Grantor shall advance necessary costs on a short-term basis pending quarterly receipt of reimbursement by Grantee from the not-to-exceed funding amount paid by Grantee for installation, implementation, oversight and monitoring under the RMMMP and Management Plan. Grantor shall fund any additional costs that are necessary for implementation of the RMMMP and Management Plan to the extent that such costs exceed the maximum not-to-exceed amount funded by Grantee.

Grantor accepts the possibility that Grantee's maximum contribution to an endowment established and held in a restricted interest-bearing account by Endowment Holder may need to be supplemented by additional contributions from Grantor to cover changes in costs and management requirements that are unknown when the endowment is established pursuant to the Management Plan, and Grantor agrees to make any necessary contributions to maintain the endowment at adequate levels to generate sufficient funds to conduct monitoring and maintenance in accordance with the Management Plan. The Principal Parties and Third-Party Beneficiaries will consult to determine if additional funds are required at conclusion of the short- term RMMMP to ensure that the Management Plan is fully funded as necessary by Grantor.

6. Grantor's Reserved Rights. Grantor, upon completion of its management obligations, reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from Grantor's ownership of the Easement Property, including the right to engage in or permit or invite others to engage in all uses of the Easement Property that are not prohibited or limited by, and are consistent with the purposes of, this Conservation Easement.

7. Grantee's Duties. Grantee will be responsible for the maximum not-to-exceed contribution of $748,000 for endowment funding of Grantor's obligations for installation, implementation, oversight and monitoring under the RMMMP and Management Plan and as provided therein and hereunder, which amount is the maximum collective contribution by Grantee for the Easement Areas described in both this Conservation Easement for Shorecliffs Golf Course Site 1 and in the separate conservation easement concurrently entered into between the Primary Parties and GC-8, LLC for Shorecliffs Golf Course Sites 2 and 3. a) Initial (Temporary) Management: Subject to the maximum not-to-exceed collective endowment funding amount of $748,000 by Grantee, all reasonable costs of Final Conservation Easement Sites 2 and 3

implementing the RMMMP will be paid by Grantee to Grantor in accordance with the RMMMP. Subject to the maximum not-to-exceed collective endowment funding amount of $748,000 by Grantee, Grantee will remain financially responsible for implementation of the RMMMP until written confirmation is received from the Third-Party Beneficiaries that success criteria set for the RMMMP have been met for the Initial (Temporary Management) period. Endowment Holder will timely reimburse Grantor for all costs advanced or expended in accordance with the RMMMP subject to the maximum not-to- exceed collective endowment funding amount of $748,000, with all costs exceeding that amount to be funded by Grantor.
b) Long-Term Permanent Management: Subject to the maximum not-to-exceed collective endowment funding amount of $748,000 by Grantee, all reasonable costs of implementing the Management Plan will be paid by Endowment Holder through quarterly disbursements by Endowment Holder to Grantor in accordance with the Management Plan. Grantee's not-to-exceed maximum contribution to the endowment for long-term management of the Easement Property is $748,000, which amount is the maximum collective endowment funding contribution by Grantee for the Easement Areas described in both this Conservation Easement for Shorecliffs Golf Course Site 1 and in the separate conservation easement concurrently entered into between the Primary Parties hereto and GC-8, LLC for Shorecliffs Golf Course Sites 2 and 3.

8. l If Grantor fails to maintain the Easement Property as provided in Sections 4 and 5 above, Grantee, its employees, contractors and agents may, at their sole option and discretion, and after providing reasonable written notice, enter onto the Property for the purpose of implementing the RMMMP and Management Plan. In such event, Grantee may be reimbursed from the Endowment Holder and may recover any costs from Grantor that exceed those reasonably required to implement the RMMMP and Management Plan, including but not limited to any additional funding Grantor is obligated to pay to the extent that necessary costs exceed the maximum collective not-to-exceed endowment amount funded by Grantee.

Grantee's Remedies.
(a) If Grantee determines that a violation of this Conservation Easement has occurred or is threatened, Grantee shall give written notice to Grantor of such violation and demand in writing the cure of such violation ("Notice of Violation"). (b) If Grantor fails to cure the violation within thirty (30) days after receipt of a Notice of Violation, or if the cure reasonably requires more than thirty (30) days to complete and Grantor fails to begin the cure within the thirty (30)-day period or fails to continue diligently to complete the cure, Grantee may bring an action at law or in equity in a court of competent jurisdiction for any or all of the following: to recover any damages to which Grantee may be entitled for violation of the terms of this Conservation Easement or for any injury to the Conservation Values of the Easement Property; to enjoin the violation, ex parte as necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the Final Conservation Easement Sites 2 and 3
Page y of 24
inadequacy of otherwise available legal remedies and with the Grantor stipulating to the same hereby and waiving the right to challenge any legal or equitable remedy on such grounds; to pursue any other legal or equitable relief, including but not limited to, the restoration of the Easement Property to the condition in which it existed prior to any violation or injury; or to otherwise enforce this Conservation Easement. Without limiting the liability of Grantor, Grantee may apply any damages recovered to the cost of undertaking any corrective action on the Easement Property.
(c) If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate injury to the Conservation Values of the Easement Property, Grantee may pursue its remedies under this Conservation Easement without prior notice to Grantor or without waiting for the period provided for cure to expire. Grantee's rights under this section apply equally to actual or threatened violations of this Conservation Easement. (d) Grantor agrees that Grantee's remedies at law for any violation of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including but not limited to the remedies set forth in California Civil Code Section 815, et seq. The failure of Grantee to discover a violation or to take immediate legal action shall not bar Grantee from taking such action at a later time.

10. Costs of Enforcement.
(a) Grantee: All costs incurred by Grantee, where Grantee is the prevailing party, in enforcing the terms of this Conservation Easement, the Management Plan or the RMMMP against Grantor, including, but not limited to, costs of suit and attorneys' and experts' fees, and any costs of restoration necessitated by Grantor's negligence or breach of this Conservation Easement, shall be borne by Grantor.
(b) Grantor: All costs incurred by Grantor, when Grantor is the prevailing party, in enforcing the obligations of Grantee to fully and timely fund, subject to the Grantee's not-to- excoed maximum collective endowment funding amount, implementation of the Management Plan, including, but not limited to, costs of suit and attorneys' and experts' fees, and any additional maintenance or management costs necessitated by Grantee's breach of its funding obligations under this Conservation Easement, shall be borne by Grantee.

11. Grantee's Discretion. Enforcement of the terms of this Conservation Easement by Grantee shall be at the sole discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Conservation Easement in the event of any breach of any term of this Conservation Easement shall not be deemed or construed to be a waiver of such term or of any Final Conservation Easement Sites 2 and 3

subsequent breach of the same or any other term of this Conservation Easement or of any rights of Grantee under this Conservation Easement. No delay or omission by Grantee in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver.

12. Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Easement Property resulting from (i) any natural cause beyond Grantor's control, including, without limitation, fire not caused by Grantor, flood, storm, and earth movement, or any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Property resulting from such causes; or (ii) acts by Grantee or its employees.

13. Third-Party Beneficiaries' Right of Enforcement. All rights and remedies conveyed to Grantee under this Conservation Easement, except for those contained in Section 11, shall extend to and are enforceable by the Third-Party Beneficiaries (as defined in Recital J) These enforcement rights are in addition to, and do not limit, the rights of enforcement under the Management Plan or any applicable governmental pennit governing construction or maintenance of the Culvert or implementation of the RMMMP or Management Plan. If at any time in the future Grantor uses, allows the use, or threatens to use or allow use of, the Easement Property for any purpose that is inconsistent with or in violation of this Conservation Easement then, despite the provisions of California Civil Code Section 815.7, the California Attorney General and the Third-Party Beneficiaries each has standing as an interested party in any proceeding affecting this Conservation Easement.

14. Access. This Conservation Easement does not convey a general right of access to the public.

15. Taxes; No Liens. Grantor shall pay before delinquency all taxes, assessments (general and special), fees, and charges of whatever description levied on or assessed against the Easement Property by a competent authority (collectively "Taxes"), including any Taxes imposed upon, or incurred as a result of this Conservation Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. Grantor shall keep the Easement Property free from any liens (other than a security interest that is expressly subordinated to this Conservation Easement, as provided in Section 23(), including those arising out of any obligations incurred by Grantor for any labor or materials furnished or alleged to have been furnished to or for Grantor at or for usc on the Eascment Property.

16. Hold Harmless.
(a) Grantor shall hold harmless, protect and indemnify Grantee and its officials, officers, employees, agents, contractors, volunteers and representatives (each a "Grantee Indemnified Party" and collectively, "Grantee's Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation reasonable attorneys' fees and experts' fees), causes of action, claims, demands, proceedings, Final Conservation Easement Sites 2 and 3

orders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with or related to: (1) the obligations specified herein or in the Management Plan or the RMMMP; (2) the existence or administration of this Conservation Easement or any action taken related thereto, including, without limitation, any environmental determination or permit issuance; and (3) the acts or omissions of Grantor, or Grantor's directors, officers, managers, members, affiliates, employees, agents, contractors, volunteers or representatives on or related to the Golf Course Property or the Easement Property. If any Claim is brought against any of the Grantee's Indemnified Parties, Grantor shall, at the election of and upon written notice from Grantee, defend such action or proceeding by counsel reasonably acceptable to the Grantee's Indemnified Party or reimburse Grantee for all reasonable charges incurred for services of the California Attorney General or other counsel in defending the action or proceeding. (b) Grantor shall hold harmless, protect and indemnify Third-Party Beneficiaries (each a "Third-Party Beneficiary Indemnified Party" and collectively, "Third-Party Beneficiary Indemnified Parties") from and against any and all Claims arising from or in any way connected with or related to: (1) the Grantor's obligations specified herein or in the Management Plan or the RMMMP; (2) the existence or administration of this Conservation Easement or any action taken related thereto, including, without limitation, any environmental determination or permit issuance; and (3) the acts or omissions of Grantor, or Grantor's directors, officers, managers, members, affiliates, employees, agents, contractors, volunteers representatives on or related to the Golf Course Property or the Easement Property. If any Claim is brought against any of the Third-Party Beneficiary Indemnified Parties by reason of any such Claim, then at the election of and upon written notice from the Third-Party Beneficiary Indemnified Party, Grantor shall, at the election of and upon written notice from Grantee, defend such action or proceeding by counsel reasonably acceptable to the applicable Third-Party Beneficiary Indemnified Party or reimburse the Third-Party Beneficiary Indemnified Party for all reasonable charges incurred for services of the California Attorney General or the U.S.

Department of Justice in defending the action or proceeding

17. Extinguishment. If circumstances arise in the future that render the purposes of this Conservation Easement impossible to accomplish, this Conservation Easement can only be terminated or extinguished, in whole or in part, by judicial proceedings in a court of competent jurisdiction.

Condemnation. This Conservation Easement is a "wildlife conservation casement" required by a State agency, the condemnation of which is prohibited excopt as provided in California Fish and Game Code Section 1348.3. If the Conservation Easement is condemned, the net proceeds from the condemnation shall be used in compliance with California Government Code Section 65966(j).

Transfer of Easement. This Conservation Easement may be assigned or transferred by Grantee only to Third-Party Beneficiaries or another organization authorized to acquire and hold conservation easements pursuant to Civil Code Section 815.3 and Government Code Section 65967 (and any successor under other provision(s) then applicable), or the laws of Final Conservation Easement Sites 2 and 3

the United States. Grantee shall require the assignee to record the assignment in the county where the Property is located. The failure of Grantee to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforcement in any way.

Grantee shall transfer all funds held in a restricted account pursuant to Section 6(c)(2) above concurrently with transfer of the Conservation Easement.

20. Transfer of Property. Grantor agrees to incorporate the terms of this Conservation Easement by reference in any deed or other legal instrument by which Grantor divests itself of any interest in all or any portion of the Easement Property, including, without limitation, a leasehold interest, and an acknowledgment and agreement by the transferee to comply with the terms hereof. Grantor further agrees to give written notice to Grantee and the Third-Party Beneficiaries of the intent to transfer any interest at least thirty (30) days prior to the date of such transfer. Grantee or Third-Party Beneficiaries shall have the right to prevent any transfers in which prospective subsequent claimants or transferees refuse to accept the terms, covenants, conditions and restrictions of this Conservation Easement. Notwithstanding any attempt to do so, nothing shall release Grantor from its obligations hereunder. The failure of Grantor, Grantee, or Third-Party Bencficiarics to perform any act provided in this scction shall not impair the validity of this Conservation Easement or limit its enforceability in any way.

21. Notices. Any notice, demand, request, consent, approval, or other communication that any party desires or is required to give to the other parties shall be in writing delivered by electronic mail and, additionally, shall be served personally or sent by recognized overnight courier that guarantees next-day delivery or by first class United States mail, postage fully prepaid, addressed as follows
To Grantor: OC RE-HAB 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Attn: George Zeber
To Grantee: The City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Clerk
With CC to: The City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Manage
Final Conservation Easement Sites 2 and 3

To CDFW: California Department of Fish and Wildlife
South Coast Region
3883 Ruffin Road
San Diego, CA 92123
Attn: Regional Manager
To USACE: U.S. Army Corps of Engineers
Los Angeles District
915 Wilshire Blvd
Los Angeles, CA 90017
Attn: Chief, Regulatory Branch
To RWQCB: Regional Water Quality Control Board
San Diego Region
2375 Northside Drive, Suite 100
San Diego, CA 92108
Attn: Executive Officer
or to such other address as Grantor, Grantee, or Third-Party Beneficiaries shall designate by written notice to the other parties. Notice shall be deemed effective upon confirmed receipt of electronic mail or, in the event that receipt cannot be confirmed, upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, three (3) days after deposit into the United States mail.

22. Amendment. This Conservation Easement may be amended only by mutual written agreement of Grantor and Grantee and subject to the prior written consent of Third-Party Beneficiaries to comply with the requirements of any unexpired permit, which approval shall not be unreasonably withheld or delayed. Any such amendment shall be consistent with the purposes of this Conservation Easement and California law governing conservation easements and shall not affect its perpetual duration. Any such amendment shall be recorded in the official records of the County of Orange.

23. Additional Provisions.
(a) Controlling Law. The interpretation and performance of this Conservation Easement shall be governed by the laws of the State of California, disregarding the conflicts of law principles of such state.

Liberal Construction. Despite anv general rule of construction to th ontrary, this Conservation Easement shall be liberally construed to effectuate the purposes of this Conservation Easement and the policy and purpose of California Civil Code Section 815, et. seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.

Final Conservation Easement Sites 2 and 3

(c) Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Conservation Easement, such action shall not affect the remainder of this Conservation Easement. If a court of competent jurisdiction voids or invalidates the application of any provision of this Conservation Easement to a person or circumstance, such action shall not affect the application of the provision to any other persons or circumstances. (d) Entire Agreement. This instrument and all documents incorporated by reference herein, sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements of the parties relating to the Conservation Easement. No alteration or variation of this Conservation Easement shall be valid or binding unless contained in an amendment in accordance with Section

22. (e) No Forfeiture. Nothing contained in this Conservation Easement will result in a forfeiture or reversion of Grantor's title in any respect. Notwithstanding the foregoing, if CDFW reasonably determines that this Conservation Easement is not being held, monitored, or stewarded for conservation purposes in accordance with the requirements of Government Code Section 65967(e), then pursuant to Government Code Section 65967(e) the Conservation Easement shall revert to CDFW or to another public agency, governmental entity, special district, or nonprofit organization approved in advance in writing by CDFW. (f) Successors. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the Parties and their respective personal representatives, heirs, successors, and assigns, and shall constitute a servitude running in perpetuity with the Easement Property. (g) Termination of Rights and Obligations. A party's rights and obligations under this Conservation Easement, except under Section 16 and Section 23(i), shall terminate upon transfer of the party's interest in the Conservation Easement or Easement Property to the extent such transfer is approved in writing in advance by the other parties, and except that liability for acts, omissions or breaches of said party occurring prior to transfer shall survive transfer.
(h) Captions. The captions in this instrument have been inserted solely for convenince of reference and are not a part of this instrument and shall have no effect upon its construction or interpretation.
(i) No Hazardous Materials Liability.
(1) Grantor represents and warrants that it does not have any actual knowledge or notice of any Hazardous Materials (defined below) or underground storage tanks existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on, under, or from the Easement Property, or transported to or from or affecting the Easement Final Conservation Easement Sites 2 and 3

Property.

Without limiting the obligations of Grantor under Section 16 of this Conservation Easement, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Grantee's Indemnified Parties and Third-Party Beneficiary Indemnified Parties from and against any and all Claims (defined in Section 15) arising from, related to or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, released in, onto, from or about, or otherwise associated with the Easement Property at any time, except that (A) this indemnification shall be inapplicable to the Grantee's Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by Grantee and (B) this indemnification shall be inapplicable to Third-Party Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by any one of the Third-Party Beneficiary Indemnified Party. This release and indemnification includes, without limitation, Claims involving the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined below). If any action or proceeding is brought against any of the Grantee's Indemnified Parties Third-Party Beneficiary Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from the applicable Grantce Indemnific Party or the Third-Party Beneficiary Indemnified Parties, defend such action or proceeding by counsel reasonably acceptable to the Grantee Indemnified Party or the Third-Party Beneficiary Indemnified Party or reimburse Third-Party Beneficiary for all charges incurred for services of the California Attorney General in defending the action or proceeding.
(2) Despite any contrary provision of this Conservation Easement, the parties do not intend this Conservation Fasement to he, and this Conservation Fasement shall not be, construed such that it creates in or gives to Grantee or any Third-Party Beneficiaries any of the following:

The obligations or liability of an "owner" or "operator," as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et seq.; hereinafter, "CERCLA"); or (B) The obligations or liabilities of a person described in 42 U.S.C. § 9607(a)(3) or (4); or
(C) The obligations of a responsible person under any
applicable Environmental Laws; or
(D) The right to investigate and remediate any Hazardous Materials associated with the Easement Property; or
(E) Any control over Grantor's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Easement Property. (3) The term "Hazardous Materials" includes, without limitation, (a) Final Conservation Easement Sites 2 and 3

material that is flammable, explosive or radioactive; (b) petroleum products, including by- products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.; hereinafter, "RCRA"); the Hazardous Materials Transportation Act (49 U.S.C. Section5101, et seq.; hereinafter, "HTA"); the Hazardous Waste Control Law (California Health & Safety Code Section 25100, et seq.; hereinafter, "HCL"); the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health & Safety Code Section 25300, et seq.; hereinafter "HSA"), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable Environmental Laws now in effect or (1) The term "Environmental Laws" includes, without limitation, CERCLA, RCRA, HTA, HCL, HSA, and any other federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials now existing or hereafter enacted, modified or amended. Grantor represents and warrants to Grantee and Third-Party Bonficiarics that activitics upon and usc of the Easement Proporty by Grantor, and Grantor's agents, employees, invitees and contractors will comply with all Environmental Laws.

Warranty. Grantor represents and warrants that Grantor is the sole owner of fee simple title to the Easement Property; that there are no other conservation easements; there are no outstanding mortgages, liens, encumbrances or other interests in the Easement Property (including, without limitation, mineral interests) that may conflict or are inconsistent with this Conservation Easement and that have not been expressly subordinated to this Conservation Easement by a written, recorded Subordination Agreement approved by Grantee and Third-Party Beneficiaries.
(k) Additional Easements. Grantor shall not grant any additional easements, rights of way or other interests in the Easement Property (other than a security interest that is expressly subordinated to this Conservation Easement), or grant, transfer, abandon or relinquish (each a "Transfer") any mineral, air, or water right or any water associated with the Easement Property, without first obtaining the written consent of Grantee and Third-Party Beneficiaries.

Such consent may be withheld if Grantee or Third-Party Beneficiaries determine(s) that the proposed interest or Transfer is inconsistent with the purposes of this Conservation Easement or will impair or interfere with the Conservation Values of the Easement Property. This provision shall not limit the provisions of Section 3(d) or 4(n), nor prohibit transfer of a fee or leasehold interest in the Easement Property that is subject to this Conservation Easement and complies with Section 19. Grantor shall provide a copy of any recorded or unrecorded grant or Transfer document to the Grantee and Third-Party Beneficiaries.
(1) Recording. Grantee shall record this Conservation Easement in the Official Records of the County of Orange and may re-record it at any time as Grantee deems necessary to preserve its rights in this Conservation Easement.

Final Conservation Easement Sites 2 and 3

(m) Exhibits. The following Exhibits) referenced in this Conservation Easement are attached to and incorporated by reference in this Conservation Easement.

Exhibit A - Legal Description of Grantor OC Re-Hab 1, LLC Golf Course Property
Exhibit B - Legal Description of Easement Property
Exhibit C - RMMMP
Exhibit D - Long Term Habitat Management Plan
Final Conservation Easement Sites 2 and 3

IN WITNESS WHEREOF, Grantor and Grantee have executed this Conservation Easement as of the day and year first above written.

GRANTEE CITY OF SAn CLEMENTE Grantor OC Re-Hab 1, LLC
By: By:

Andy Hall George Zeber
City Manager Sole Managing Member
Date: Date:

Attest:

By:

Laura Campagnolo
City Clerk
Date:

Approved as to form:

By:

Elizabeth A. Mitchell
City Attorney
Date:
(Notarial Acknowledgement of execution by Grantor must be attached.)

ACKNOWLEDGMENT
A notary public or other officer completing this certificate documento chid his ericate is tached, and no the
truthfulness, accuracy, or validity of that document.

State of California
County of
On — Notary Public, personally appeared
- 2024, before me proved to me on
- who proved to me on the basis of satistactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

EXHIBIT A
LEGAL DESCRIPTION OF GRANTOR OC RE-HAB 1, LLC GOLF COURSE PROPERTY

EXHIBIT A

LEGAL DESCRIPTION
Parcel A:

That portion of parcels designated as 'Hugo Forster 63.48 acres', "Hugo Forster 376.60 acres', and "John M. Lyle 35.101 acres', as shown on a map filed in Book 11, Page 29 of Record of Surveys in the office of the County Recorder of Orange County, California, also being a portion of Rancho Boca De La Playa, as shown on a map recorded in Book 4, Pages 118 and 119 of Patents, Records of Los Angeles County, California, described as follows:

Beginning at a 1-1/2 inch iron pipe tagged R.C.E. 10301, being the most Southerly corner of Tract No. 4628 as shown on a map Recorded in Book 161, Page 28 of Miscellaneous Maps in the office of the County Recorder of Orange County; thence, along the Southeasterly boundary of said Tract No. 4628 and the Southeasterly boundary of that portion shown as "not a part of this tract' on said map, North 68 degrees 30 00' East 987.00 feet; thence, along said Tract No. 4628 boundary, North 47 degrees 30 00 East 264.79 feet to a 1-1/2 inch iron pipe tagged R.C.E. 10301, marking a common corner of said Tract No. 4628 and Tract No. 4804 as shown on a map recorded in Book 168, Page 20 of Miscellaneous Maps in the office of the County Recorder of Orange County; thence, leaving the boundary of said Tract No. 4628, along the boundary of said Tract No. 4804, North 47 degrees 30' 00' East 256.71 feet; thence, continuing along said boundary of Tract No. 4804, North 35 degrees 25' 39" East 266.93 feet to a 1-1/2 inch iron pipe tagged R.C.E. 10301, marking a common corner of said Tract No. 4804 and Tract No. 4937 as shown on a map recorded in Book 176, Pages 20 and 21 of Miscellaneous Maps, in the office of the County Recorder of Orange County; thence, leaving the boundary of said Tract No. 4804, along the boundary of said Tract No. 4937, North 35 degrees 25' 38' East 181.50 feet; thence, continuing along said boundary of Tract No. 4937, North 42 degrees 06' 08' East 56.24 feet to a 2-inch iron pipe tagged R.C.E. 8793, marking the most Easterly corner of Lot 1 of said Tract No. 4937; thence, leaving the boundary of said Tract No. 4937, North 72 degrees 26' 32" East 134.26 feet; thence South 68 degrees 17' 24" East 88.07 feet; thence South 49 degrees 34' 53" East 214.89 feet; thence South 16 degrees 28' 30' West 63.74 feet; thence South 38 degrees 33' 22' West 275.18 feet; thence South 38 degrees 4021' West 383.67 feet; thence South 39 degrees 19 15" West 120.49 feet; thence South 41 degrees 51'12" West 58.51 feet; thence South 43 degrees 31' 25" West 495.55 feet; thence North 46 degrees 28'35" West 96.58 feet; thence North 83 degrees 26' 35" West 131.26 feet; thence South 50 degrees 02' 33" West 96.54 feet; thence North 82 degrees 57' 29' West 171.29 feet; thence South 56 degrees 02' 47" West 90.42 feet; thence South 19 degrees 03' 46' West 193.98 feet; thence North 55 degrees 08' 51' West 418.00 feet; thence South 34 degrees 51' 09' West 100.00 feet; thence North 55 degrees 08' 51" West 40.84 feet to the beginning of a tangent curve concave Northeasterly and having a radius of 725.00 feet; thence Northwesterly along said curve, through a central angle of 6 degrees 07 54", a distance of 77.59 feet; thence, tangent to said curve, North 49 degrees 00' 57" West 10.45 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 390.43 feet; thence Northwesterly along said curve, through a central angle of 23 degrees 16' 22", a distance of 158.59 feet to a point of reverse curvature with a curve concave Easterly and having a radius of 20.00 feet; thence Northerly along the last mentioned curve, through a central angle of 96 degrees 47' 59', a distance of

33.79 feet to a point of compound curvature with a curve concave Southeasterly and having a radius of 176.36 feet; thence Northeasterly along the last mentioned curve, through a central angle of 10 degrees 51' 59', a distance of 33.60 feet to a point in the boundary of said Tract No. 4628 and a point in the Southeasterly right of way line of Via Montego; thence South 54 degrees 34' 21" East 160.00 feet along said boundary of Tract No. 4628 to the point of beginning.

Parcel B:

That portion of the SW 1/4 of Section 29, Twp 8 South, Range 7 West, SBB & M, described as follows:

Beginning at the most Southerly corner of Lot 71 in Tract No. 4940; thence along the Southeasterly boundary of said lot the following courses and distances: North 40° 25' 07" East 105.60 feet; thence North 50° 37' 32" East 82.37 feet; South 54° 34' 31" East 37.30 feet to a point in the Westerly line of Lot 72 in said Tract, said point being North 50° 37' 32" East 88.93 feet from the most Westerly corner of said Lot 72; thence leaving the boundary of said Lot 71, South 50° 37' 32" West a distance of 88.93 feet to the Westerly corner of said Lot 72; thence South 40° 25'07" West 102.38 feet to the most Westerly corner of Lot 68 in said Tract; thence North 49° 34' 53" West to the point of beginning.

Assessor's Parcel Numbers(s):
1: 691-021-01
2: 691-302-01
3: 691-021-02

EXHIBIT B

LEGAL DESCRIPTION OF EASEMENT PROPERTY

EXHIBIT C
RMMMP
Restoration, Mitigation, Monitoring, and Maintenance Plan Via Ballena-Shorecliffs Golf Course Landslide Repair
San Clemente, Orange County, California
April 26, 2021
Prepared For:

George Zeber
OC Re-Hab 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Prepared By:

Edith Read, PhD
E Read and Associates, Inc.

Orange, CA
(714) 366-8857
RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

TABLE OF CONTENTS
PURPOSE ..3
LOCATION... .3
PROJECT BACKGROUND ...3
PROJECT DESCRIPTION.. .3
IMPACTS AND MITIGATION. .4
RESTORATION AREA ... 4
OFF-SITE MITIGATION SITES 2 AND 3.. .... 6
PLANT PALETTE NOTES ....ó
PRE-CONSTRUCTION PLAN IMPLEMENTATION. ...7
NON-NATIVE SPECIES REMOVAL AND SITE CLEANUP.. ....7
NATIVE SPECIES CUTTINGS, SALVAGE, & SOIL STOCKPILE.. ..7 POST-CONSTRUCTION PLAN IMPLEMENTATION.. ...7
IRRIGATION... .7
PLANTING & SEEDING SCHEDULE.. 8
CONTAINER PLANTING... 8
UPLAND HYDROSEEDING. 8
MAINTENANCE .9
WEED CONTROL..

EROSION CONTROL 9
MONITORING AND REPORTING.. 10
RESTORATION AREA ...10
Completion Monitoring and Reporting. ...10
Five-Year Monitoring and Reporting. ...10
OFF-SITE MITIGATION SItES 2 AND 3 ...11
PERFORMANCE OBJECTIVES 11
RESTORATION AREA.

Zones A, B, and C... 11
Zone D...... 17
Orr-SITE MITIGATION SITES 2 AND 3.... ...11
ADAPTIVE MANAGEMENT . 12
LONG-TERM MANAGEMENT . 12
FINANCIAL ASSURANCES.. . 13

EXHIBITS
Exhibit A. Project and Mitigation Locations.... ...14

APPENDICES
A. Restoration Area Drawings
B. Off-Site Mitigation Area Drawings
Page ii
RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

PURPOSE
The purpose of this Plan is to guide restoration, maintenance, and monitoring of habitat established and enhanced after repairs are made to a failed slope above the Shorecliffs Golf Course. The Plan includes performance standards to ensure that habitat objectives are met, and provides a process by which the restoration and enhancement sites are properly maintained over the short-term (5-year monitoring period) and in perpetuity by the Golf Club.

This document updates previous plans to reflect the current project description and mitigation measures, including comments and requests from staff of the California Coastal Commission.

LOCATION
The Shorecliffs Golf Course is located in the City of San Clemente, Orange County, California within the area covered by the U.S. Geological Survey's 7.5-minute Dana Point Quadrangle. The proposed project is located at the 5th Hole. Exhibit A depicts the location of the project site (referred to in the plans as the Restoration Area and areas where off-site mitigation is planned (Off-Site Mitigation Areas 1 and 2).

PROJECT BACKGROUND
Landslides occurred east and above the golf course in 2006 and in 2011, burying parts of a concrete channel that conveyed storm water run-off and nuisance waters within the unnamed creek. The landslides rendered four homes uninhabitable and are "red tagged" and another 7 homes were significantly affected. There is an unnamed creek located within the site. The landslides impounded water about 15 to 20 feet above the level of the concrete channel and compromised the drainage system. The impounded water saturated soils at the toe of the landslide area and on other parts of the slope that supports the numerous single-family residences located along Via Ballena and had potential to cause future landslides. It also saturated the toe of the slope that supports Interstate 5. In November 2015, the homeowners, the Shorecliffs Golf Club, and the City of San Clemente established a fund to implement necessary repairs. Following acquisition of emergency permits, repairs were initiated in 2018 to prevent further deterioration of the slope and property loss.

PROJECT DESCRIPTION
Appendices A and B provide copies of detailed drawings pertaining specifically to the Restoration Area and Off-Site Mitigation Areas 1 and 2. The complete set of drawings, including specifications for the box culvert and engineered slope, is provided to permitting agencies under separate cover. The primary components of the proposed slope restoration and stabilization project include: 1) installation of a 7 foot by 7 foot box culvert, from the I-5 Freeway to the Via Cascadita storm drain, to direct nuisance water and storm flows away from the bluff slope; 2) removal of a portion of the landslide debris and re- construction of the hillside with approximately 150,000 Cubic Yards of imported soil in a series of benches that will create a 2:1 slope with a gravity buttress that will anchor the toe of the slope; 3) installation of a series of back drains, terrace drains, down drains, and other surface and subsurface drainage improvements on the re-constructed slope; 4) restoration of the golf

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair course playing surface; 5) restoration of wetland and other native vegetation in a manner that continues to provide wildlife habitat while maintaining slope stability.

IMPACTS AND MITIGATION
Prior to the repairs initiated in 2018, there were approximately 1.11 acres of State jurisdictional wetlands within the area encompassed by the Shorecliffs Golf Course's 5th and 6th Holes. The 1.11 acres included the unnamed creek, contiguous riparian canopy, and adjacent wetlands. Federal jurisdiction included 0.59 acres of wetlands and 0.52 acres of non- wetland waters.

Mitigation for impacts consists of: a) establishment of new on-site wetland and riparian habitat in the southern section of the golf course's 6*h hole, totaling no less than 2.53 acres (1.18 acres creek/riparian, 1.35 acres wetland) and referred to in the drawings as the Restoration Area; b) on-site establishment of 1.22 acres of upland slope habitat upstream of the Restoration Area to provide a buffer and wildlife foraging area; c) on-site establishment of 1.07 acres of upland habitat within the fuel modification zone on the restored, stabilized slope below the residences; d) off-site restoration and enhancement of 7.27 acres of existing riparian habitat and wetland that runs through Shorecliffs golf course Holes 1,7, 10, 11, and 12 (hercafter referred to as Off-Site Mitigation Sites 1 and 2). This enhancement will consist of channel modification to create an additional 2500 feet of channel with more natural-looking meander (see Appendix B), removal of invasive non-native vegetation and replacement of this vegetation with native species.

In summary for mitigation of wetland impacts from the landslide repair, the combination of on- site replacement and off-site restoration/enhancement described above totals 12.09 acres, resulting in a mitigation ratio of about 10.9 to 1 for impacts to State and Federal jurisdictional wetlands/waters. The plant species listed in the tables in this section are based on plant lists compiled as part of the pre-restoration biological surveys and jurisdictional delineation.

Restoration Area
Objectives for the Restoration Area are: a) at least 75 percent cover of native species by the end of the 5-year monitoring period; b) absence of moderately to highly invasive non- native species; c) survival in the absence of irrigation. A total of 2.53 acres of wetland/riparian habitat and 2.29 acres of upland habitat will be established. Native plant material will consist of cuttings, container stock, and seed. There will be four planting zones: Zone A, Zone B, Zone C, and Zone D (see drawing in Appendix A for details).

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair Zone A includes 1.18 acres of channel and will consist of riparian species.

Table 1 - Plant List, Zone A
Common Name Scientific Name Life Form Size* Quantity
California Bulrush Schoenoplectus californicus Herb Salvage 10 Arroyo Willow Salix lasiolepis Tree Salvage 12
Arroyo Willow Salix lasiolepis Tree Cuttings 12
California Sycamore Platanus racemosa Tree 15 g 10
Fremont Cottonwood Populus fremontil Tree 15g 10
Total 54
Zone B includes 1.35 acres adjacent to the replaced channel in the lower canyon and shall consist primarily of wetland species.

Table 2 - Plant List, Zone B
Common Name Scientific Name Life Form Size Quantity
Fringed Willow Herb Epilobium ciliatum Herb Salvage 10
Alkali Heath Frankenia salina Herb Salvage 25
Yerba Mansa Anemopsis californica Herb 1-5 g 25
San Diego Sedge Herb 1 - 5g 25
Wild Rhubarb Rumex bymenosepalus Herb Salvage 25
Pickleweed Salicornia pacifica Herb Salvage 30
Salt marsh fleabane Pluchea odorata Herb Salvage 10
California Sealavender Timonium californicum Herh Salvage 25 Saltbush Atriplex lentiformia Shrub Salvage/1 g 15
Total 205
Zone C consists of 1.22 acres of upland buffer/transitional habitat on a slope in the northwest side of the Restoration Area (labeled as Upland Buffer B in Exhibit A).

Table 3 - Plant List, Zone C
Common Name Scientific Name Life Form Quantity
California Poppy Eschscholzia californica Annual Herb 2.5 lb Arroyo Lupine Lupine succulentus Annual Herb 2.5 1b
Deerweed Acmispon glaber Perennial Herb 2.51b
Foothill Needlegrass Stipa lepida 2.515
Purple Needlegrass Stipa pulehra 2.5lb
Bush Sunflower Encelia californica Shrub 2.5 1b
Golden Yarrow Eriopbyllum confertiflorum Shrub 2.5 1b
Goldenbush Isocoma menziesii Shrub 2.5 1b
California Buckwheat Eriogonum fasciculatum var. fasciculatum Shrub 151b Total 35lb

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair Zone D consists of 1.07 acres located within the fuel modification zones of adjacent single- family residences and therefore subject to thinning (labeled as Upland Buffer A in Exhibit A. So-called "ladder" fuels that worsen potential for fire, such as subshrubs and grasses, must be avoided. Therefore, only the evergreen species in Table 4 will be planted in this zone.

Table 4 - Plant List, Zone D
Common Name Scientific Name Life Form Size Quantity
Saltbush Atriplex lentiformia Shrub 5 - 15 g 20
Toyon Heterumeles urbutifulia Shrul, 5 - 15 g 20
Total 40
Off-Site Mitigation Sites 1 and 2
Before beginning the slope repairs at the Restoration Area or in conjunction with them, the applicant's contractor shall remove all invasive non-native trees, shrubs, and herbaceous species from Off-Site Mitigation Sites 1 and 2. The applicant's contractor shall then modify the channel to create a more natural-appearing meander and plant the exposed soil with native trees, shrubs, and herbaceous species to replace the invasive exotics. The project restoration ecologist will advise as to placement of riparian, wetland, and upland species depending on localized conditions (e.g. in-channel vs. banks).

Table 5 - Plant List, Off-Site Mitigation Sites 1 and 2 Common Name Scientific Name Habitat/Life Form Size Quantity Arroyo Willow Salix: lasiolepis Riparian Tree Jutting 40 Cattail Typha domingensis Wetland Herb Transplan 200
Mulefat Baccharis salicifolia Transition Zone Shrub Cuttings 20 Fremont Cottonwood Populus fremontii Riparian Tree 5 - 15 g 10 Total 270
Plant Palette Notes
Cultivars or varieties shall not be used. Species shall not be substituted without consultation and approval by the project's restoration ecologist. Quantities may be adjusted depending on availability at the time of planting. The container stock and seed shall be inspected to ensure that it is free of non-native ants and other pests immediately before being transported to the site. The project's restoration ecologist shall inspect the stock again immediately upon arrival at the site. If non-native ants are found, delivery of the stock and/or seed in which they occur shall be refused and taken back to the nursery.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

PRE-CONSTRUCTION PLAN IMPLEMENTATION
Non-Native Species Removal and Site Cleanup
The California Invasive Plant Council (Cal-IPC) considers numerous non-native plant species as moderately to highly invasive. Examples include arundo, castor bean, fennel, thistle, tree tobacco, pampas grass, and ice plant. Under the supervision of the project's restoration ecologist, the applicant's contractor shall remove all moderately to highly invasive species. Removal shall be conducted before beginning, or in conjunction with, the proposed landslide repair activities.

The contractor shall also remove all debris left from golf course operations such as pieces of concrete, asphalt, and fencing.

Native Species Cuttings, Salvage, & Soil Stockpile
The following measures shall be implemented under the supervision of the project's restoration ecologist:

1. The applicant's contractor shall take cuttings of arroyo willow (Salix lasiolepis) from the individuals that occur within the unnamed creek at the Restoration Area so that they can be used for restoration. The cuttings shall be 2-inch diameter and at least 2 feet long and shall be treated with rooting compound, planted in 15-gallon containers filled with saturated soils taken from within the creek, and shall be grown and maintained on-site by the applicant's contractor or by a local nursery.

2. The applicant's contractor shall use heavy machinery to salvage the remainder of the arroyo willow after taking the cuttings and shall plant it immediately adjacent to the parts of the creek that are not to be disturbed or shall be stockpiled in a low depression capable of holding water. If stockpiled, it shall be watered and maintained on site by the applicant's contractor as necessary until it can be planted.

The applicant's contractor shall also stockpile soil from the creek and use it to line the channel and parts of the restoration site.

POST-CONSTRUCTION PLAN IMPLEMENTATION
Irrigation
The water conveyance and capture system that will be installed as part of the proposed project will capture nuisance flows and convey them to the Restoration Area via gravity flow. The amount of water available is adequate to support wetland habitat but the upland container stock and seed must be temporarily irrigated in order to grow and establish it. Temporary irrigation may also be needed at Off-Site Mitigation Sites 1 and 2 in order to establish and grow plants.

1. After the landslide repairs have been completed a temporary above ground irrigation system shall be installed that has the ability to soak all areas within the

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair upland areas of Zone C and shall install a permanent system in Zone D (for any necessary fire suppression).

The irrigation system shall consist of PVC pipe staked on grade at approximately ten feet on-center and at all corners, providing 100 percent coverage of the upland areas using spray and/or rotor heads as appropriate.

3. Irrigation heads may need to be raised up on staked risers to reach above developing plants to avoid blockage.

4. The irrigation system will only be used in the early fall and late spring seasons for the first three growing seasons to help establish the plants such that they can survive on their own from seasonal rainfall in Years 4 and 5.

5. Irrigation shall be phased out in Zones A, B, and C near the end of Year 3 prior to the rainy season per the direction the project's restoration ecologist.

6. The permanent irrigation system in Zone D shall remain in place for any necessary fire suppression.

7. It is anticipated that the amount of water that is currently conveyed to the drainage at Off-Site Mitigation Sites 1 and 2 is sufficient to enhance and create additional habitat but temporary irrigation may initially be required in order to grow and establish plants. Installation of temporary irrigation at these sites shall be at the discretion of the projects restoration ecologist and if installed shall be phased out per the conditions for the Restoration Area.

Planting & Seeding Schedule
The applicant's contractor shall prepare, plant, and seed the Restoration Area immediately after the repairs have been completed or in conjunction with them if possible and shall prepare and plant Off-Site Mitigation Sites 1 and 2 before or in conjunction with the repairs.

Container Planting
With the exception of Zone D in the Restoration Area (see below), plants shall be installed in a natural-appearing pattern, i.e. not in rows. Holes for container stock should be dug at least twice as wide as the root ball, with the crown of the plant left about 0.25 inch above grade for proper drainage. If the soil is dry it shall be irrigated and allowed to drain before the plant is installed. Plants shall be irrigated after installation to ensure good soil- to-root contact.

In Zone D, plants shall be installed in a natural-appearing pattern but spaced at least 15 feet apart (as measured on center) per fire department specifications for fuel modification zones adiacent to residences.

Upland Hydroseeding
The hydroseed slurry shall include a mix of the upland species listed for Zone C in Table 3, clean wood fiber or cellulose mulch, and binder (tackifier) as recommended by the project's restoration ecologist.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

MAINTENANCE
Weed Control

1. Weeds shall be removed during late winter through early summer, as necessary, before they set seed and/or before they reach approximately 12 inches in height under the direction and on-site supervision by the project's restoration ecologist.

2. At least two weeding events should occur Year 1 - 5 during season of normal rainfall, with more or less as dictated by actual amount and rainfall intervals.

3. Weed control shall mainly employ hand pulling, mechanical methods. Spot spraying of herbicides will be employed only as a last resort, if deemed necessary by the project's restoration ecologist. Per recommendations of the water quality staff of the California Coastal Commission, spray of landscaping chemicals in or within 25 feet of any drainage swale be avoided, and use of landscaping chemicals within the project area should be minimized to the extent feasible.

4. All weed control activities shall be conducted with on-site supervision provided by the project's restoration ecologist. Per recommendations of water quality staff of the California Coastal Commission, an Integrated Pest Management (IPM) approach shall be employed to the extent feasible, to minimize the use of landscaping chemicals and to prevent the degradation of coastal water quality.

Erosion Control
Erosion control measures specified in the drawings submitted to permitting agencies shall be used. However, if the project's restoration ecologist determines that installation of additional erosion control measures and BMP's are necessary, they shall be installed per their direction. Erosion control measures may include use of sandbags, fiber rolls, silt fencing, and/or matting. If fiber rolls are used, they shall be certified weed free. In addition, the following specification shall be included per request of water quality staff of the California Coastal Commission:
"The use of temporary erosion and sediment control products (such as fiber rolls, erosion control blankets, mulch control netting, and silt fences) that incorporate plastic netting shall be prohibited, to minimize wildlife entanglement and plastic debris pollution. Only 100% biodegradable (not photodegradable) natural fiber netting shall be allowed."
If any erosion control measures and BMP's are installed, they shall remain in place and be maintained until the project's restoration ecologist determines that the plants have become established and that seed has germinated and growing, and that ground cover is adequate.

Additional maintenance activities may include, but are not limited to, pest control, disease control, the installation of erosion control measures and BMP's, additional planting and seeding, and irrigation repair and/or adjustments as necessary.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

MONITORING AND REPORTING
Restoration Area

COMPLETION MONITORING AND REPORTING
The project's restoration ecologist will visit the restoration site twice per month (or as necessary) during the first 120-days, after planting and seeding, to monitor site conditions.

They will determine if the salvaged species, cuttings, and the container stock are becoming adequately established, verify that seed application and germination has been successful, check that irrigation is adequate, and identify any problems or potential problems with regards to plan implementation. During this period, the restoration ecologist will provide recommendations in writing to the applicant's contractor regarding any necessary remedial actions. The applicant's contractor shall be responsible for ensuring that all remedial actions are taken and completed in a timely manner.

The project's restoration ecologist will provide a Completion Report to the applicant for submittal to permitting agencies within 30 days of completion of the 120-day post- restoration monitoring period. The report will include details and maps as necessary with regards to site preparation, irrigation, the number and names of plants salvaged and replanted, the species names and amount of container stock used, the species names and amount of seed applied, and any deviations from the plant palettes.

FIVE-YEAR MONITORING AND REPORTING
The project's restoration ecologist will visit the restoration site once during May and once during September for a period of 5 years or until they determine that the performance standards are met (see below).

The restoration ecologist will establish photo points at a minimum of 4 locations within the restoration site for comparative analysis between years.

The restoration ecologist will determine percentage survival of salvaged species and container stock used in the restoration, relative cover of native species and non-native species, and will identify and mark non-native species so that they can be removed by the maintenance crew.

The data will be compared to performance standards are being met and shall be included in annual reports (see below). The focus of all efforts shall be the eradication of species identified by Cal-PC as being moderately to highly invasive.

An annual monitoring report shall be provided to the applicant for submittal to permitting agencies no later than December 31 of each monitoring year. Each report will include the following:

1. Comparisons to performance criteria;

2. Photographs from established reference points;

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

3. Description of maintenance activities including the use of any replacement container stock and seed and methods used for control of non-native species;

4. Recommendations for remedial actions necessary to ensure success of the restoration. The property owner shall be responsible for ensuring that all remedial actions are taken and completed in a timely manner.

Off-Site Mitigation Sites 1 and 2
All monitoring and reporting activities described above for the Restoration Area shall also be required for Off-Site Mitigation Sites 1 and 2, including but not limited to: site visits twice a year, establishment of locations for comparative photograph analysis, evaluation using specific performance objectives, and preparation of an annual monitoring report to be submitted no later than December 31 of each monitoring year.

PERFORMANCE OBJECTIVES
Restoration Area

ZONES A, B, AND C

1. Target values for relative cover in Year 1 is 20 percent, Year 2, 30 percent, and Year 3, 40 percent;

2. Survival of the container stock shall be 75 percent in Years 1, 2, and 3;

3. Cover of native species is at least 75 percent by the end of the 5-year reporting period;

4. Absence of moderately to highly invasive non-native species;

5. Vegetation must survive at least 2 years without irrigation (i.e. phase out irrigation at the end of Year 3).

ZONE D
Due to the fact that this zone will be maintained according to the fire department's fuel modification requirements, the only objective for this zone is to ensure that it is free of moderately to highly invasive plant species that could eventually invade native communities in the other zones. The irrigation system will remain in place for fire prevention and suppression purposes.

Off-Site Mitigation Sites 1 and 2
All performance objectives listed above for Zones A, B, and C of the Restoration Area shall be adopted for Off-Site Mitigation Sites 1 and 2, including but not limited to: at least 75 percent native cover by the end of the initial five-year monitoring period, absence of moderately to highly invasive species, and survival in the absence of irrigation.

It should be noted that the golf course has no control over what adjacent residential land owners plant, therefore it is possible that removal of invasive exotics will need to continue periodically for an indefinite period of time.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

ADAPTIVE MANAGEMENT
While the intent of this RMMMP is to create, establish, and enhance wetland and upland habitats there is always a risk that the mitigation fails or partially fails due to unforeseen circumstances. The project's restoration ecologist will visit the Restoration Area and Off- Site Mitigation Sites 1 and 2 twice per year to monitor and compare to performance objectives. If the performance objectives are not met, the restoration ecologist will identify the problems during the scheduled site visits, determine the cause(s) of the problems, and provide the property owner or their representative recommendations that will correct them. The property owner shall be responsible for ensuring that all remedial action is taken and completed in a timely manner so that the performance standards can be met.

The project's consultant shall continue the monitoring and reporting measures summarized in this five-year RMMMP until all performance objectives are met. Any proposed changes to this RMMMP will be submitted to permitting agencies for approval prior to implementation.

LONG-TERM MANAGEMENT
A detailed long-term management plan is provided under separate cover. In summary, the Shorecliffs Golf Club and the City of San Clemente completed an identical project in 1995 in a different location at the Shorecliffs Golf Course and entered into a long-term management agreement. The arrangement that was agreed upon by the parties provided for a recorded Conservation and Management Easement, whereby the City of San Clemente would maintain the storm pipe and Shorecliffs Golf Club would maintain the wetlands and non-wetland waters. There is a mechanism provided for in the agreement that allows the City of San Clemente to have oversight over its long-term management maintenance of the other projact and it provides for a tax lien to bc implemented in tha event that Shorecliffs Golf Club fails to adequately maintain the wetlands and non- wetlands so that the City of San Clemente can take over the maintenance. It is the intention of the applicant to enter into a similar agreement with the City of San Clemente. A copy of the agreement is provided separately.

Zone D in the Restoration Area is located within the fuel modification zones of the single- family residences along Via Ballena. As such, the vegetation planted in Zone D may be subject to fuel modification as it starts reaching maturity. If the home owners are mandated by the Fire Department to fuel-modify/weed-abate Zone D, they shall do so by removing and reducing the amount of cover of non-native species, by removing all species that are moderately and highly invasive, and if necessary shall trim the native woody vegetation per fire department requirements. Native herbaceous species shall be mowed to no less than 6 inches in height but only after it has set seed. The best time to fuel- modify/weed-abate is within the 2 weeks before the date that the activity must be completed as mandated by the Fire Department.

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

FINANCIAL ASSURANCES
The applicant anticipates that it will cost approximately $592,000 to implement this RMMMP and monitor the restoration sites for 5-years and includes an additional $118,400 as a contingency. The cost breakdown is as follows:

Engineering $8,500
Permits $3,500
Installation of low flow pipe $25,000
Grading (includes Geo and Rip Rap) $15,000
Dredge 2500 linear feet of channel $25,000
Planting (includes nursery stock) $235,000
Maintenance (5 years includes re-planting) $240,000
Monitoring (5 years) $40,000
Contingency (20% of costs) $118,400
TOTAL $710,400
The applicant will provide a Financial Assurance Instrument as a contingency for failed mitigation, naming the agencies as beneficiary in the Format and Amount as requested by each individual Agency.

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair N
0 0.15 0.3
Miles
Camino de los Mares
Zone A Wetland
Zone B Adjacent Wetland
Upland
Off-Site Mitigation Site 1
Off-Site Mitigation Site 2
0 350 700
ue ro → Feet
Aventda Vaquero
Restoration Area
Avenida Vaguero
Calle Grande Vista
doyes Est, Digtalolors, 95oEya Earustar
Va Ballena
owes Est, Digite Slobe, GecEys, Earthstar Geographs, CNES Airus Da, JDA,USGET ASGGPID JENT and the cis User gommunite
Exhibit A. Project and Mitigation Locations

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

APPENDIX A

RESTORATION AREA PLANS
Note: these pertain to habitat areas only. Engineering details of the culvert, slope repair, and other specifications are provided in the full set of drawings under separate cover.

tem sri cin gun
moin Conttruttian a1 0-5
Flow Line EL. 58.55'

GEES-BP
Inatanod Fal 30m Drain -
I asond for
Plast Palettes Within Lardscape and Restoraton Area /
Description/ Existing Homes

1.18 ac Zon - M Contine oe Srazed Socie Red-Traged Home City of San Clemente (See Sheet 9.2, Table 1) 160
Prodece Fristed Graund Elevaton
Homes Demollshed Approximato Scalo Approved by:

Zone 3 = Adiacent Welland Plant Palette - Salvaced City Engineer 1,35 ac Species and Container Stock Existing Ground Elevation Contour Feet) Via Ballena Landslide Repair, 3an Clemente, CA
Uimits of Wisite Restotion Area

1.22 ac Zone : - Nee s bet 92. Tel troses Mx
oa dl andansns Besteratlon
Zone J= Native Landscape Hydroseed and - - — Limits of Golf Course Rastoration

1.07 ac Landscape and Habitat Restoration Plan

5.60 ac Dolf Culeee Groane and Faleamse (leat Craee) GeoKinetics Sheet 9.1
Apel 18, 2021
scamoros
35' Easement
Tible 1. Plant List, Zone A
Life
Common Name Scientific Name Sir* Quantity
Californis Balrush. Schnopleche californicus Herb Salage Arrovo Willow Salk lasiolepis Salage
Arroyo Willow Cutings
Tree
Fremont Cottonwood Populus fremontil 1g.

Total
Existing Surface
Carnate Location
Every Other One) Tible 2. Plant List, Zone B
Common Name Scientific Name Quantity
7X7 Segmental Box Culvert Fringed Willow Herb Splobium cillatu Frenkenia salina SaNage
YerbaMansa N trymonsis californici
i Ran SoBe Carr spiesa
Sakags
Pickleweed alcomnia pacifica Herb Sakass
Cole mank date Sakage
Saltbush Atrplex lentiformia;
Total C 205
Typical Cross Section Though Lower Canyon Showing Wetland Habitat Restoration Scale: As Shown Table 3. Zone C
Native Plant Palette - Hydroseed Mix
Form
California Poppy
Arroyo Lupine Lapse animir Koch
Avigan zaier (Vogel) Brouillet
Stip intida Hitche
A Babe Stitch Perennial Gras
olden Yarrow 25B
Engineer Channel. California Buckobeat Eriguean fascinatan Benth. var. Assicstan 35 1b
Table 4. Zone D
Native Plant Palette - Container Stock*
Common Name Scientific Name Quantity
Form
Saltbush. Amlex inalrmie (Tor.)S. Watsen 5 - 15 g
Herevin arbudda (Lindley) Rommer
Total
* Ssace approsimately 15 feet in fue modification zones per Fire Depurtment roquirement.

Habitat Restoration and Landscape Planting Zones
(Plant Palettes)
Wetland Habitat Restoration Detail
Scale: As Shown
=xnlanation:

City of San Clemente
Approved by:

City Engineer Dare
Via Ballena Landslide Repair, 3an Clemente, CA
Wetland.

Landscape and Habitat Restoration Details
Orgine Satein then o GeoKinetics
Sheet 9.2
March 13, 2021
RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

APPENDIX B

OFF-SITE MITIGATION AREA PLANS

Off-Site Mitigation Area 2!
Existing Channel
wallar w Wetland Wallar
Habitat
20 - 25'
New Channel 18" Deep*
Or Match Existing
3-4' Wide
Or Match
Existing
Section View
Scale 1° - 2
Oil-Site Mitigation Area 1
Restoration Area ?
Plan View
Scale 1* = 5
City of San Clemente
Approved by..

City Engineer
Via Ballona Landslide Repair, San Clemento, CA
Legend
Existing Drainage Flow Path Channel paroximato Scale
Off-Site Mitigation and Details
GeoKinetics
Sheet 9.3
6 dreams and seodos and e that rest, and aranoresees regresteded on These sies are and that real toe perpety of Cacklets and Bo part Backst shal be coond, mersateed is part or is atol, used ent June 19, 2018

EXHIBIT D

LONG TERM HABITAT MANAGEMENT PLAN
Long Term Habitat Management Plan
for the Shorecliffs Wetland Conservation Area
April 26, 2021
Prepared For:

George Zeber
OC Re-Hab 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Prepared By:

Edith Read, PhD
E Read and Associates, Inc.

Orange, CA
(714) 366-8857

TABLE OF CONTENTS
PROJECT BACKGROUND AND PROPOSED MITIGATION ... 3
RESPONSIBLE PARTIES. ... 4
FINANCIAL SUMMARY.. .. 4
INITIAL CONSTRUCTION, MAINTENANCE, AND MONITORING COSTS. ....4 LONG-TERM ONGOING COSTS (AFTER 5 YEARS)..... ...5
RESTORATION AND ENHANCEMENT METHODS.. ... 6
RESTORATION AREA... ....6
OFF-SITE MITIGATION SITES 2 AND 3 ...... ....6
RESTORATION GOALS, OBJECTIVES, AND SUCCESS CRITERIA ... 6 MONITORING AND REPORTING PROGRAM... ... 7
MAINTENANCE PROGRAM. .....7
CONTINGENCY MEASURES AND ADAPTIVE MANAGEMENT ... 7
REFERENCES.. ...7
Exhibits
Exhibit A. Site Locations within the Conservation Area..................

LTHMP - Shorecliffs

PROJECT BACKGROUND AND PROPOSED MITIGATION
In 2006 and 2011, slope sections above the Shorecliffs Golf Course in San Clemente, California failed, resulting in loss of residences, damaging others, and threatening additional residences. Engineering studies indicated that the primary cause of slope failure was perennial water flow that undermined the toe of the slope. The volume of this water increased over many years as runoff from off-site developments and roads was directed into a single drainage. Analyses indicate that this drainage probably had only seasonal flow historically but it became perennial over time, eventually resulting in establishment of riparian and freshwater wetland vegetation along its length (FBC 2016a,b). This vegetation consisted of willows and emergent vegetation such as cattails and bulrushes. Prior to the repairs initiated in 2018, there were approximately 1.11 acres of State jurisdictional wetlands within the area encompassed by the Shorecliffs Golf Course's 5th and 6th Holes. The 1.11 acres included the unnamed creek, contiguous riparian canopy, and adjacent wetlands. Federal jurisdiction included 0.59 acres of wetlands and 0.52 acres of non-wetland waters.

In order to mitigate impacts from slope repair and stabilization, the project applicant proposed wetland restoration and enhancement at the three locations shown in Exhibit A and described as follows: a) a new on-site wetland in the southern section of the golf course's 6"h hole, totaling 2.53 acres and referred to as the Restoration Area; b) on-site establishment of 1.22 acres of upland slope habitat upstream of the Restoration Area to provide a buffer and wildlife foraging area; c) on-site establishment of 1.07 acres of upland habitat within the fuel modification zone on the restored, stabilized slope below the residences; d) off-site restoration and enhancement of existing 7.27 acres of riparian habitat and wetland that runs through Shorecliffs golf course Holes 1, 7,10, 11, and 12, referred to as Off-Site Mitigation Sites 1 and

2. Collectively, these areas will be protected and maintained in perpetuity as the Shorecliffs Wetland Conservation Area (SWCA). An Endowment will fund long-term maintenance of the SWCA.

Details of restoration and maintenance during the first five years after slope repairs are completed are described in a Restoration, Mitigation, Monitoring, and Maintenance Plan (RMMMP) provided under separate cover and summarized here. The rest of this Plan updates the July 27, 2020 version to comply with requirements of the California Coastal Commission and addresses long-term management and maintenance beyond the first five years.
revised 04/26/2021 3
LTHMP - Shorecliffs

RESPONSIBLE PARTIES
OC Re-Hab 1, LLC will be responsible for all long-term maintenance of the Restoration Area. The Golf Course will be responsible for Off-Site Mitigation Sites 1 and 2 upon acceptance of the initial Improvements by the Agencies at year 5 or longer. The costs associated with the maintenance will be paid out of an endowment. The Golf Course, OC Re-Hab 1, LLC and the City of San Clemente have entered into an agreement which is incorporated into the Conservation Easement whereby the City will maintain oversight authority over the maintenance operations in perpetuity. The City will not be responsible for conducting maintenance activities, but will enforce compliance with the LTHMP through the implementation of a Tax Lien to ensure payment of services to outside vendors or contractors in the event the Golf Course fails to meet the requirements contained within the LTHMP.

The following parties will take the lead on the indicated tasks and hire contractors as needed to provide specialized expertise, such as biological monitoring.

Initial installation, maintenance, and monitoring of all sites for the first five years:

OC Rehab 1, LLC. Contact: George Zeber, President, Western Pacific Construction Services, 13101 Barrett Hill Circle, North Tustin, CA 92705. Telephone: 714-734-8224. Email:

[email protected].

Long-term maintenance and monitoring of the Restoration Area after five years:

OC Rehab 1, LLC. Contact: George Zeber, President, Western Pacific Construction Services, 13101 Barrett Hill Circle, North Tustin, CA 92705. Telephone: 714-734-8224. Email:

[email protected].

Long-term maintenance and monitoring of Off-Site Mitigation Sites 2 and 3 after five years:

Shorecliffs Golf Course. Contact: Jim Vaughn, 501 Avenida Vaquero, San Clemente, CA.

Telephone: 949-492-1178. Email: [email protected].

FINANCIAL SUMMARY
Initial Construction, Maintenance, and Monitoring Costs Table 1 summarizes initial costs listed in the RMMMP. These costs cover construction plus five years of compliance with permit conditions, including maintenance and monitoring after construction and restoration tasks are completed. OC Rehab will be responsible for ensuring that the 5-year success criteria are met. If, in the view of the permitting agencies, the success criteria are not met, OC Rehab will continue to be responsible for maintenance and monitoring until the success criteria are met. revised 04/26/2021 4
LTHMP - Shorecliffs
Table 1. Estimated Initial Costs
Component Cost
Engineering $8,500
Permits $3,500
Installation of Low Flow Pipe $25,000
Grading (includes Geo and Rip Rap) $15,000
Dredge 2500 If of channel $25,000
Planting (includes nursery stock) $235,000
Maintenance (5 years includes re-planting) $240,000
Monitoring (5 years) $40,000
Contingency (20% of costs) $118,400
Total $710,400
The applicant will provide a Financial Assurance Instrument as a contingency for failed mitigation, naming the agencies as beneficiary in the Format and Amount as requested by each individual Agency.

Long-Term Ongoing Costs (after 5 years)
After the 5-year success criteria are met, the long-term maintenance and monitoring period will begin.

The long-term financial analysis prepared for this Plan is based on the following assumptions over a period of 10 years:
• Long-term maintenance will be performed by a half-time (0.5 FTE) position at a rate of $20/hr, including benefits and other overhead;
• Monitoring for long-term health and to identify maintenance issues (if any) will be conducted by a biologist once annually (see Section 6), and will include a report identifying issues (if any) and recommendations.

It is expected that the applicant and agencies will review the estimated costs periodically and update the 10-year estimate as needed depending on site conditions.

Long-term costs will be funded through interest on principal from an Endowment dedicated to the Conservation Area. For example, based on a capitalization rate of 4.5 percent and an estimated yearly maintenance and monitoring cost of $40,000 for a period of 10 years, a principal of $888,900 would be required to support maintenance and monitoring. This is only an example. The principal and capitalization rate could change depending on future site maintenance needs and market conditions, respectively.
revised 04/26/2021 5
LTHMP - Shorecliffs

RESTORATION AND ENHANCEMENT METHODS
The RMMMP provides details of how the habitat areas will be restored and enhanced, as well as plant palettes and planting zones for each site. Methods are summarized in the following sections.

Restoration Area
The wetland and riparian habitats consist of planting Zones A and B as described in the RMMMP. As slope repairs are completed or in conjunction with them, flows will be from the north (below Interstate 5) to the Restoration Area through a 7 ft. x 7 ft. box culvert via gravity flow.

The upland habitat consists of Zones C and Das described in the RMMMP, and is located on slopes at the north end of the Restoration Area. Non-native species will be removed and replaced with native seed and container stock. Zone D is in a fuel modification zone below residences, therefore the plant palette is necessarily restricted to species approved by the Fire Department and it is expected that some fuel modification (thinning, trimming) may be required as vegetation matures.

Off-Site Mitigation Sites 1 and 2
Restoration and enhancement activities at Sites 1 and 2 will consist primarily of removing invasive species, establishing a meandering channel braided with the existing channel, and planting native riparian vegetation. Existing non-native trees with a trunk diameter of more than 8 inches will be removed if, in the judgment of the project's restoration biologist, the tree is invasive or otherwise poses a threat to the native ecosystem.

RESTORATION GOALS, OBJECTIVES, AND SUCCESS CRITERIA
Long-term maintenance of the Conservation Area has three goals: 1) long-term health of the ecosystem; 2) self-sustainability, as much as possible in an urbanized watershed; 3) co-existence with surrounding communities in terms of preventing conditions that could lead to health or safety problems. Attaining these goals all three sites in the Conservation Area will involve a maintenance approach that balances habitat values with human health and safety issues. For example, it is expected that emergent vegetation will require periodic thinning for mosquito abatement and flood control, but this will need to be done in consultation with a qualified biologist and outside of the bird nesting season to avoid violation of Federal and State laws that protect nesting birds.

Specific long-term objectives are as follows:

1. Regarding non-native invasive species, same objectives as the five-year criteria:
a. Average cover by non-native species with an invasive threat status of "Low" (as listed in California Invasive Plants Council's most recent database) is 10 percent or less of the area of each site.
b. Absence of high or moderately invasive species as listed in the Cal-PC database.

Examples include fennel and pampas grass.

2. With regard to native wetland vegetation, and riparian vegetation where surface water is present, cover will be maintained in the range of 70 to 80 percent; 100 percent cover and high density of marsh vegetation, especially bulrushes and cattails, is to be avoided in order to prevent clogging of drain inlets/ outlets, facilitate mosquito abatement, and avoid potential for flooding.

3. Native cover in the upland buffer area in the Restoration Area, outside of fuel modification zones below the residences, will be at least 75 percent.
revised 04/26/2021 6
LTHMP - Shorecliffs

MONITORING AND REPORTING PROGRAM
Periodic monitoring will be necessary after the 5-year period has ended in order to support the "good health in perpetuity" goal for the ecosystem. However, the frequency and intensity of such monitoring will depend on conditions at the end of the 5-year period. While annual monitoring indefinitely cannot be required of the project applicant, it is possible that special status plant and/or wildlife species may colonize the restored habitat areas, and the presence of such species could affect maintenance methods and schedules. Birds may establish nests, further affecting when and how maintenance is conducted.

Ideally, because of these variables, a long-term monitoring and reporting program would be prepared by a qualified biologist as part of their report submitted at the end of the fifth monitoring year.

However, estimation of long-term costs requires that some assumptions be made. For the purpose of this Plan we have assumed a maximum of once-annual monitoring for 10 years after the initial 5-year period by a qualified biologist during the peak of nesting season (generally April-May timeframe) to evaluate habitat conditions. Each monitoring visit to cover the entire Conservation Area would take no more than 2 days of 8 hrs each, including travel time. Results will be summarized in an annual letter report. Copies of all reports will be submitted to the City of San Clemente.

MAINTENANCE PROGRAM
The RMMMP provides details of a maintenance program for the Conservation Area for the first five years. Tasks include (but are not necessarily limited to) weed control, erosion control, trash removal, and inspection and cleaning of inlets and culverts. A qualified restoration ecologist will monitor the Conservation Area to ensure that maintenance tasks are completed as needed for health of the system.

CONTINGENCY MEASURES AND ADAPTIVE MANAGEMENT
The RMMMP specifies that if survivorship of container stock falls below 75 percent during the interim monitoring period, the plants will be replaced. However, recommendations for remedial planting will be based on data and observations of the monitoring biologist. For example, it is possible that factors outside of the control of the permittee, such as excessive damage by rodents or trampling from human intrusion, will contribute to plant mortality. If so, remedial planting would not be a viable solution and the monitoring biologist will be tasked with recommending alternative solutions.

Additional factors outside of the control of the permittee, such as vandalism, a spill of oil or other hazardous material, or fire could substantially affect habitat conservation goals and ability to achieve success criteria within a specified timeframe. For the purpose of this plan, "substantial effect" is defined as a factor or event that reduces average cover or survivorship of planted native vegetation by more than 20 percent of the success criterion in a given year OR reduces the probability of reaching the 5- year success criteria.

If any of the above occurs, the permittee will consult with a qualified biologist on developing measures to address the problems in a manner that will still achieve the overall goals for the Conservation Area: long- term health, self-sustainability as much as possible in an urban watershed, and co-existence with surrounding communities such that public health and safety are not compromised.

REFERENCES
Forde Biological Consultants (FBC), 2016a. Jurisdictional Delineation, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 2016b. Biological Assessment, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.
revised 04/26/2021 7
LTHMP - Shorecliffs
Forde Biological Consultants, 201 6c. Restoration, Mitigation, Monitoring, & Maintenance Plan, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 2016d. California Gnatcatcher (Polioptila californica) Survey. Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 201 6e. Least Bell's Vireo (Vireo bellii pusillus) Survey, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA. revised 04/26/2021 8
LTHMP - Shorecliffs
N
0 0.15 0.3
• Miles A
Camino de los Mares
Zone A Wetland
Zone B Adjacent Wetland
Upland
Off-Site Mitigation Site 1
Off-Site Mitigation Site 2
350 700
• Feet
Avenida Vaquero
Restoration Area
Avenida Vaquero
Calle Grande Vista
Ma Ballena
cowas Esi, Digitalslobe, GeEye, Earthstar Geographs, ONESIATES DE, USDA, USOS, ASOGRID, ISN, and the gistuser Community
Exhibit A. Site Locations within the Conservation Area
revised 04/26/2021 9

EXHIBIT D
Conservation Easement Deed and Maintenance Agreement for Shorecliffs Golf Course Sites 2 & 3

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of San Clemente
Attn: City Clerk
910 Calle Negocio
San Clemente, CA 92673
Space Above This Line Reserved For Official Use Only

CONSERVATION EASEMENT DEED

AND MAINTENANCEAGREEMENT
(Including Third-Party Beneficiaries)
Shorecliffs Golf Course Sites 2 and 3
This CONSERVATION EASEMENT DEED AND MAINTENANCE AGREEMENT ("Conservation Easement") is made as of March 20, 2024, by and between GC-8, LLC, a California limited liability company ("Grantor"), OC RE-HAB 1, LLC, a California limited liability company ("Manager") and the City of San Clemente, a California municipal corporation ("Grantee"), (collectively, the "Primary Parties") with reference to the following facts:

RECITALS
Grantor is a limited liability company duly organized and existing under the laws of the State of California, is registered to do business in the State of California and is the owner in fee simple of certain real property located in the City of San Clemente, County of Orange, State of California, which is legally described in Exhibit A attached hereto and incorporated herein by this reference (the "Golf Course Property"). The Easement Property is located within the boundaries of the Golf Course Property described in Exhibit B attached hereto and incorporated herein by this reference ("the Easement Property").

B. Manager is a limited liability company duly organized and existing under the laws of the State of California, is registered to do business in the State of California and consists of George Zeber as its sole member and manager. For the purpose of the work described below, Manager is an agent of Grantor.

C. Grantee is a municipal corporation in the State of California with jurisdiction over the Golf Course Property and the Easement Property, and responsibility for local permitting and approval of construction within the Golf Course Property and the Easement Property. Grantee holds existing easements for a box culvert in, under, and around Sites 2 & 3 that was built in Final Conservation Easement Sites 2 and 3

1994-1995 known as MO1 (the "MO1 Culvert").

D Slopes bordering the Golf Course failed between 2006 and 2011, necessitating slope stabilization and repairs together with construction of a different culvert on Site 1 ("Culvert") and other drainage improvements in and after 2018. The Site 1 Culvert is a 7-foot by 7-foot box culvert and associated transition structures connecting to property owned by the California Department of Transportation ("CalTrans") at the upstream point and connecting to existing drainage improvements at Via Cascadita at the downstream point. As mitigation for impacts from these repairs and improvements, the Easement Property has been required to be reserved in perpetuity for conservation purposes pursuant to California Coastal Commission's April 16, 2021 approval with conditions of Grantor's Coastal Development Permit application no. 5-20-0116.'
E. The surface of the Easement Property is suitable for contouring and revegetation with native riparian and upland vegetation possessing environmental values of importance to Grantee, the Third Party Beneficiaries identified in Recitals I and J below, and the people of the State of California. Upon completion of revegetation, the Easement Property will provide high quality natural, restored and/or enhanced habitat for wetland species, an upland buffer of coastal bluff/saltbush scrub, as well as restored, created, enhanced and/or preserved jurisdictional waters of the United States. Individually and collectively, these wildlife and habitat values comprise the "Conservation Values" of the Easement Property.

F. The Primary Parties have entered into a settlement agreement ("Settlement Agreement") governing repair of failed slopes, construction of the Culvert, and short-term revegetation and management of the Easement Property, as well as other property within the Golf Course, pursuant to a Restoration, Mitigation, Monitoring and Management Plan ("RMMMP"), a copy of which is attached hereto as Exhibit C and incorporated herein fully by this reference. Under the Settlement Agreement, Grantor states its intent to convey this Conservation Easement over the Easement Property to Grantee, and Manager will be responsible for implementation of the RMMMP, under the supervision of and with maximum not-to-exceed funding by Grantee as stated in section 7 below, as holder of this Conservation Easement, and any additional funding to be made by Grantor to the extent that necessary costs exceed the maximum not-to-exceed amount funded by Grantee. The Primary Parties have concurrently also entered into a separate conservation easement that applies to the Shorecliffs Golf Course Site 1, which is also deed restricted as required by the California Coastal Commission.2 The Primary Parties intend for the maximum not-to-exceed funding amount by Grantee as provided in section 7 below, to be the maximum collective contribution by Grantee for the Easement Areas described in both this Conservation Easement for Shorecliffs Golf Course Sites 2 and 3 and in the separate conservation easement entered into between City of San Clemente as Grantee and OC RE-IIAB 1, LLC as Grantor for Shorecliffs Golf Course Site 1. ' California Coastal Commission April 16, 2021 approval with conditions of Grantor's Coastal Development Permit application no. 5-20-0446 ("CDP 5-20-0446").
2 CDP 5-20-0446.

Final Conservation Easement Sites 2 and 3

G. In addition, the Settlement Agreement entered into by the Primary Parties also ensures permanent protection of the Conservation Values of the Easement Property through maintenance of the Easement Property in accordance with the Long-Term Habitat Management Plan for the Shorecliffs Wetland Conservation Area dated April 26, 2021 (the "Management Plan"), which is attached hereto as Exhibit D and incorporated herein fully by this reference.

Under the Management Plan, Grantee will provide maximum not-to-exceed funding for implementation of the Management Plan by Grantor through an endowment to be established and held in a restricted interest-bearing account by an eligible entity designated by Grantee ("Endowment Holder") pursuant to the Management Plan. Grantee will continue to monitor implementation of the Management Plan by Grantor and ensure that Grantor cooperates with the long-term management of the Easement Property, and Grantor will provide additional funding to the extent necessary costs exceed the maximum not-to-exceed amount funded by Grantee.

H. Grantee is authorized to hold this Conservation Easement pursuant to California Civil Code section 815.3. Specifically, Grantee is a governmental entity identified in Civil Code section 815.3 subdivision (b) and otherwise authorized to acquire and hold title to real property.

I. The California Coastal Commission (CCC"), the California Department of Fish and Wildlife ("CDFW"), the U.S. Army Corps of Engineers ("USACE") and the Santa Ana Regional Water Quality Control Board ("RWQCB"), and each of them, have jurisdiction to enforce this Conservation Easement as a condition of environmental permits issued for construction of the Culvert.

J. The Primary Parties acknowledge that CCC, CDFW, USACE, and RWQCB (collectively, the "Third-Party Beneficiaries") are third-party beneficiaries of this Conservation Easement with right of access to the Easement Property and rights to enforce all of the obligations of Manager and Grantor including, but not limited to, Grantor's and Manager's duties under Sections 4 and 5, and all other rights and remedies of the Grantee under this Conservation Easement.

COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to California law, including Civil Code Section 815, et seq., Grantor hereby voluntarily grants and conveys to Grantee this conservation easement in perpetuity over the Easement Property.

Purposes. The purposes of this Conservation Easement are to ensure that the surface of the Easement Property will be revegetated in accordance with the RMMMP and thereafter retained forever in its natural, restored, or enhanced condition as contemplated by the Management Plan, and to prevent any use of the Easement Property that will impair or interfere with its Conservation Values. Grantor intends that this Conservation Easement will confine the use of the surface of the Easement Property to activities that are consistent with such purposes, including, without limitation, those involving the preservation, restoration and enhancement of Final Conservation Easement Sites 2 and 3

native species and their habitats implemented in accordance with the Management Plan. To that end, Grantor agrees that upon recordation of this Conservation Easement, all present and future development rights appurtenant to, allocated, implied, reserved or inherent in the Easement Property are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Golf Course Property, the Easement Property, nor any other property adjacent or otherwise.

Grantee's Rights. To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee, exercisable in the Grantee's discretion:
(a) To preserve and protect the Conservation Values of the Easement Property.

To enter the Easement Property at reasonable times, in order to monitor compliance with and otherwise enforce the terms of this Conservation Easement, the RMMMP and the Management Plan, to implement, at Grantee's sole discretion, any RMMMP vI Management Plan activities that have not been implemented by Manager or Grantor, and to access, maintain, repair and replace the existing MOl Culvert and associated City-owned facilities, all after reasonable notice and request by Grantee. In the event that the City finds it necessary to enter on and disturb the surface area of the Easement Area in order to maintain, repair, reconstruct, or enlarge the existing MO1 Culvert, the City shall be responsible only to restore any section of the flood control facility affected to the same load specifications as originally constructed and to backfill with compacted earth to grade off the surrounding property following completion of such flood control facility-related activities. The City shall not be responsible for replacing or restoring any landscaping, golf course improvements, golf cart paths, parking lots, or anything else removed or damaged during such work. The City agrees to use reasonable efforts to minimize any inconvenience to Grantor or Grantor's adjoining property and to minimize the period of time that Easement Area will be disturbed; provided, however, the Grantee shall not be responsible under any circumstances for any loss of revenue, lost profits, consequential or other damages of any kind or nature that may occur or result from Grantee exercising its rights.

To prevent any activity on or use of the Easement Property that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Easement Property that may be damaged by any act, failure to act, or any use or activity that is inconsistent with the purposes of this Conservation Easement. (d) To require that all mineral, air and water rights as Grantee deems necessary to preserve and protect the biological resources and Conservation Values of the Easement Property shall remain a part of and be put to beneficial use upon the Easement Property, consistent with the purposes of this Conservation Easement, provided that the exercise of such rights does not interfere with the design, maintenance, repair, replacement or functioning of the MO1 Culvert.

Final Conservation Easement Sites 2 and 3

Prohibited Uses.
(a) Any activity on or use of the Easement Property that is inconsistent with the poises folio in uses in actines ty ohior, intors ages, the gene airy of the expressly prohibited:

Unseasonable watering; use of fertilizers, pesticides, biocides. herbicides or other agricultural chemicals; weed abatement activities; incompatible fire protection activities; and any and all other activities and uses that may impair or interfere with the purposes of this Conservation Easement, except as specifically authorized on a short-term basis by the RMMMP or by the Management Plan for operation of the Golf Course or protection of adjacent properties.
2) Use of off-road vehicles or use of any motorized vehicles except on existing roadways, except as specifically provided in the Management Plan. (3) Agricultural activity of any kind
(4) Recreational activities of any kind, including, but not limited to, horseback riding, biking, hunting or fishing, except for minimal intrusions related to authorized uses of the adjacent Golf Course Property that do not adversely affect the Conservation Values of the Easement Property.
(5) Commercial, industrial, residential, or institutional uses.

Any legal or de facto division, subdivision or partitioning of the Easement Property, except as necessary or convenient to separate ownership of the Easement Property from the Golf Course Property for the purpose of implementing the RMMMP or Management Plan.
(7) Construction, reconstruction, erection or placement of any building, billboard or sign, or any other structure or improvement of any kind except as specifically provided in the RMMMP or Management Plan, which RMMMP and Management Plan include operation and maintenance of the Culvert.
8) Deposition or accumulation of soil, trash, ashes, refuse, waste, bio- solids or any other materials.
(9) Intentional planting, introduction, or dispersal of any non-native or exotic plant or animal species.

Filling, dumping, excavating, dredging, mining, drilling, removing or exploring for or extracting minerals, loam, soil, sand, gravel, rock or other material on or Final Conservation Easement Sites 2 and 3

below the surface of the Easement Property, or granting or authorizing surface entry for any of these purposes.
(11) Altering the surface or general topography of the Easement Property, including but not limited to any alterations to habitat, construction of new roads or trails, paving or otherwise covering the Easement Property with concrete, asphalt or any other impervious material except for those habitat management activities specified in the RMMMP or Management Plan.
(12) Subject to (b) below, removing, destroying, or cutting of trees, shrubs or other vegetation, except as required by law for (i) fire breaks, (ii) maintenance of existing foot trails or roads, (ill) removal of invasive non-native vegetation in connection with authorized management activities, or (iv) prevention or treatment of disease. (13) Manipulating, impounding, or altering any natural water course, body of water or water circulation on the surface of the Easement Property, and any activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters, except for operation and maintenance of the Culvert as specifically provided in the RMMMP and Management Plan.
(14) Without the prior written consent of Grantee, which consent Grantee may withhold in its sole discretion, transferring, encumbering, selling, leasing, or otherwise separating the mineral, air or water rights for the Easement Property; changing the place or purpose of use of the water rights, except as set forth specifically in the Management Plan; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Property, including but not limited to: (i) riparian water rights; (ii) appropriative water rights; (iii) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Property; and (iv) any water from wells that are in existence or may be constructed in the future on the Easement Property. (15) Engaging in any use or activity that may violate, or fail to comply with, California Coastal Commission's April 16, 2021 approval with conditions of Grantor's Coastal Development Permit application no. 5-20-0446, relevant federal, state, or local laws, regulations, or policics applicable to Grantor, the Easoment Proporty, or the usc or activity in question.
(b) Notwithstanding anything else in this Conservation Easement, nothing in this Conservation Easement prevents Grantee from exercising all its rights under easements that are recorded prior in time to this Conservation Easement, e.g., its rights to access, maintain, repair and replace the MO1 Culvert. Any trees, shrubs, or other vegetation that Grantee removes or destroys in the exercise of its prior-in-time rights are not required to be replaced. In the event Final Conservation Easement Sites 2 and 3

that a third party governmental entity or applicable law requires any replacement, such replacement shall be the responsibility of the Grantor. Restoration of golf course improvements damaged during the Grantee's exercising of its existing rights shall remain the responsibility of the Grantor. The Grantee shall not be responsible under any circumstances for any loss of revenue, lost profits, consequential or other damages of any kind or nature that may occur or result from Grantee exercising its rights

4. Grantor's and Manager's Temporary Duties and Obligations. Grantor and Manager, as agent of Grantor, shall undertake all necessary actions to install and temporarily manage the RMMMP for Sites 2 and 3 including, but not limited to, the following:
(a) Initial Construction and Temporary Maintenance. Implementation of the RMMMP for Sites 2 and 3 in the locations shown on Exhibits A and B and described in Exhibit C, will be supervised, installed, and completed by Grantor and Manager, as contemplated in that certain Agreement and Release of Claims entered into in settlement of Joseph A. Arriola, etc., et al. v. L.H.C.

Investments LLC, etc. el ul., Orange County Superior Court Case No. 30- 2011-00450299-CU-CD-CXC.
(b) Grantor, through its Manager, will provide regular (annual) reports to Grantee on the status of RMMMP installation and satisfaction of success criteria in the RMMMP
(c) Funding: Grantor and Manager's management of the RMMMP for Sites 2 and 3 is conditional upon timely receipt of the funding described in section 7 elow. Grantor and Manager shall have no obligation to fund its installation o nanagement activities pursuant to the RMMMP. except for (1) advancin cessary costs pending timely receipt of reimbursement by Grantee and necessary costs that exceed the maximum not-to-exceed amount funded t Grantee.

5. Grantor's Long-Term Duties and Obligations. Grantor shall undertake all necessary actions to observe and carry out the obligations of Grantor under the RMMMP and Management Plan, including but not limited to, the following:
(a) Rocordation of Eascment. This Conscrvation Easement will be recorded in the official records of the Orange County Recorder immediately upon execution by all the Primary Parties.
(b) Long-Term (Permanent) Management: After written confirmation is received from the Third-Party Beneficiaries that success criteria set forth in the RMMMP have been met for the Initial (Temporary Management) period, Grantor will thereafter be responsible for all long-term maintenance monitoring and reporting in accordance with the Management Plan, with funding from an endowment established and held by Endowment Holder in a Final Conservation Easement Sites 2 and 3

restricted interest-bearing account as described in the Management Plan. The activities required by the Management Plan include but are not limited to, the following:
(1) Maintenance. As further described in the Management Plan, Grantor shall implement a maintenance program for the Easement Property. Tasks include weed control and, if necessary, erosion control. In addition, trash that enters the Easement Property will be removed. A qualified restoration ecologist will regularly monitor the Conservation Property to ensure that trash is removed on a timely basis and maintenance tasks are completed. (2) Monitoring and Reporting. Periodic monitoring will be necessary after the 5-year period has ended in order to support the "good health in perpetuity" goal for the Easement Property. A qualified biologist will monitor the Easement Property once annually for 10 years after the initial 5-year period during the peak of nesting season (generally April-May timeframe) to evaluate habitat conditions. Each monitoring visit will cover the entire Easement Property and will take no more than 2 days of 8 hours each, including travel time. Results will be summarized in an annual letter report to Grantee. Grantor shall provide the monitoring reports to the Grantee per the time schedules in the RMMMP and the Management Plan.

Restoration. Replacement of vegetation and habitats described in the Management Plan destroyed or degraded by any reason provided adequate and timely funding of Grantee, except that Grantee shall not be required to fund replacement of vegetation (4) Funding: Grantor's obligation to implement and monitor the Management Plan is conditional upon timely receipt of the maximum not-to-exceed funding in the amount of $748,000 by Grantee as described in section 7 below. Grantor shall advance necessary costs on a short-term basis pending quarterly receipt of reimbursement by Grantee from the not-to-exceed funding amount paid by Grantee for installation, implementation, oversight and monitoring under the RMMMP and Management Plan. Grantor shall fund any additional costs that are necessary for implementation of the RMMMP and Management Plan to the extent that such costs exceed the maximum not-to-exceed amount funded by Grantee.

Grantor accepts the possibility that Grantee's maximum contribution to an endowment established and held in a restricted interest-bearing account by Endowment Holder may need to be supplemented by additional contributions from Grantor to cover changes in costs and management requirements that are unknown when the endowment is established pursuant to the Management Plan, and Grantor agrccs to make any nocessary contributions to maintain the endowment at adequate levels to generate sufficient funds to conduct monitoring and maintenance in accordance with the Management Plan. The Principal Parties and Third-Party Beneficiaries will consult to determine if additional funds are required at conclusion of the short- term RMMMP to ensure that the Management Plan is fully funded as necessary by Grantor.

Grantor's Reserved Rights. Grantor, upon completion of its management obligations, reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from Grantor's ownership of the Easement Property, including the right to Final Conservation Easement Sites 2 and 3

engage in or permit or invite others to engage in all uses of the Easement Property that are not prohibited or limited by, and are consistent with the purposes of, this Conservation Easement.

Grantee's Duties. Grantee will be responsible for the maximum not-to-exceed contribution of $748,000 for endowment funding of Grantor's obligations for installation, Implementation, oversight and monitoring under the RMMMP and Management Plan and as provided therein and hereunder, which amount is the maximum collective contribution by Grantee for the Easement Areas described in both this Conservation Easement for Shorecliffs Golf Course Sites 2 and 3 and in the separate conservation easement concurrently entered into between City of San Clemente as Grantee and OC RE-HAB 1, LLC as Grantor for Shorecliffs Golf Course Site 1.
a) Initial (Temporary) Management: Subject to the maximum not-to-exceed collective endowment funding amount of $748,000 by Grantee, all reasonable costs of implementing the RMMMP will be paid by Grantee to Grantor in accordance with the RMMMP. Subject to the maximum not-to-exceed collective endowment funding amount uf $748,000 by Grantee, Grantee will remain financially responsible for implementation of the RMMMP until written confirmation is received from the Third-Party Beneficiaries that success criteria set for the RMMMP have been met for the Initial (Temporary Management) period. Endowment Holder will timely reimburse Grantor and Manager for all costs advanced or expended in accordance with the RMMMP subject to the maximum not-to-exceed collective endowment funding amount of $748,000, with all costs exceeding that amount to be funded by Grantor.
b) Long-Term Permanent Management: Subject to the maximum not-to-exceed collective endowment funding amount of $748,000 by Grantee, all reasonable costs implementing the Management Plan will be paid by Endowment Holder through quarterly disbursements by Endowment Holder to Grantor in accordance with the Management Plan. Grantee's not-to-exceed maximum contribution to the endowment for long-term management of the Easement Property is $748,000, which amount is the maximum collective endowment funding contribution by Grantee for the Easement Areas described in both this Conservation Easement for Shorecliffs Golf Course Sites 2 and 3 and in the separate conservation easement concurrently entered into between City of San Clemente as Grantee and OC RE-HAB 1, LLC as Grantor for Shorecliffs Golf Course Site 1.

If Grantor and/or Manager fails to maintain the Easement Property as provided in Sections 4 and 5 above, Grantee, its employees, contractors and agents may, at their sole option and discretion, and after providing reasonable written notice, enter onto the Property for the purpose of implementing the RMMMP and Management Plan. In such event, Grantee may be reimbursed from the Endowment Holder and may recover any costs from Grantor that exceed those reasonably required to implement the RMMMP and Management Plan, including but not limited to any additional funding Grantor is obligated to pay to the extent that necessary costs exceed the maximum collective not-to-exceed endowment amount funded by Grantee.

Final Conservation Easement Sites 2 and 3
Page y of 24

9. Grantee's Remedies.
(a) If Grantee determines that a violation of this Conservation Easement has occurred or is threatened, Grantee Shall give written notice to Grantor of such violation and demand in writing the cure of such violation ("Notice of Violation"). (b) If Grantor fails to cure or require Manager, as its agent, to cure the violation within thirty (30) days after receipt of a Notice of Violation, or if the cure reasonably requires more than thirty (30) days to complete and Grantor fails to begin the cure within the thirty (30)-day period or tails to continue diligently to complete the cure, Grantee may bring an action at law or in equity in a court of competent jurisdiction for any or all of the following: to recover any damages to which Grantee may be entitled for violation of the terms of this Conservation Easement or for any injury to the Conservation Values of the Easement Property; to enjoin the violation, ex parte as necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies and with the Grantor stipulating to the same hereby and waiving the right to challenge any legal or equitable remedy on such grounds; to pursue any other legal or equitable relief, including but not limited to, the restoration of the Easement Property to the condition in which it existed prior to any violation or injury; or to otherwise enforce this Conservation Easement.

Without limiting the liability of Grantor, Grantee may apply any damages recovered to the cost of undertaking any corrective action on the Easement Property. (c) If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate injury to the Conservation Values of the Easement Property, Grantee may pursue its remedies under this Conservation Easement without prior notice to Grantor or without waiting for the period provided for cure to expire. Grantee's rights under this section apply equally to actual or threatened violations of this Conservation Easement. (d) Grantor agrees that Grantee's remedies at law for any violation of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedics now or hercaftor existing at law or in cquity, including but not limited to the remedies set forth in California Civil Code Section 815, et seq. The failure of Grantee to discover a violation or to take immediate legal action shall not bar Grantee from taking such action at a later time.

10. Costs of Enforcement.

Grantee: All costs incurred by Grantee, where Grantee is the prevailing party, in enforcing the terms of this Conservation Easement, the Management Plan or the RMMMP Final Conservation Easement Sites 2 and 3

against Grantor, including, but not limited to, costs of suit and attorneys' and experts' fees, and any costs of restoration necessitated by Grantor's negligence or breach of this Conservation Easement, shall be borne by Grantor.
(b) Grantor: All costs incurred by Grantor or Manager, as its agent, when Grantor or Manager is the prevailing party, in enforcing the obligations of Grantee to fully and timely fund. subject to the Grantee's not-to-exceed maximum collective endowment funding amount, implementation of the Management Plan, including, but not limited to, costs of suit and attorneys' and experts' fees, and any additional maintenance or management costs necessitated by Grantee's breach of its funding obligations under this Conservation Easement, shall be borne by Grantee.

11. Grantee's Discretion. Enforcement of the terms of this Conservation Easement by Grantee shall be at the sole discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Conservation Easement in the event of any breach of any term of this Conservation Easement shall not be deemed or construed to be a waiver of such term or of any subsequent breach of the same or any other tenn of this Conservation Easement or of any rights of Grantee under this Conservation Easement. No delay or omission by Grantee in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver.

12. Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Easement Property resulting from (i) any natural cause beyond Grantor's control, including, without limitation, fire not caused by Grantor, flood, storm, and earth movement, or any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Property resulting from such causes; or (ii) acts by Grantee or its employees.

13. Third-Party Beneficiaries' Right of Enforcement. All rights and remedies conveyed to Grantee under this Conservation Easement, except for those contained in Section 11, shall extend to and are enforceable by the Third-Party Beneficiaries (as defined in Recital J. (hea ententeen rights are in dion to and do not iri, the rights rentor men ender th the Culvert or implementation of the RMMMP or Management Plan. If at any time in the future Grantor uses, allows the use, or threatens to use or allow use of, the Easement Property for any purpose that is inconsistent with or in violation of this Conservation Eascment then, despite the provisions of California Civil Code Section 815.7, the California Attorney General and the Third-Party Beneficiaries each has standing as an interested party in any proceeding affecting this Conservation Easement.

14. Access. This Conservation Easement does not convey a general right of access to the public.

15. Taxes; No Liens. Grantor shall pay before delinquency all taxes, assessments Final Conservation Easement Sites 2 and 3

(general and special), fees, and charges of whatever description levied on or assessed against the Easement Property by a competent authority (collectively "Taxes"), including any Taxes imposed upon, or incurred as a result of this Conservation Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. Grantor shall keep the Easement Property free from any liens other than a security interest that is expressly subordinated to this Conservation Easement, as provided in Section 23(), including those arising out of any obligations incurred by Grantor for any labor or materials furnished or alleged to have been furnished to or for Grantor at or for use on the Easement Property.

16. Hold Harmless.
(a) Grantor shall hold harmless, protect and indemnify Grantee and its officials, officers, employees, agents, contractors, volunteers and representatives (each a "Grantee Indemnified Party" and collectively, "Grantee's Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation reasonable attorneys' fees and experts' fees), causes of action, claims, demands, proceedings, urders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with or related to: (1) the obligations specified herein or in the Management Plan or the RMMMP; (2) the existence or administration of this Conservation Easement or any action taken related thereto, including, without limitation, any environmental determination or permit issuance; and (3) the acts or omissions of Grantor or Manager, or their respective directors, officers, managers, members, affiliates, employees, agents, contractors, volunteers or representatives on or related to the Golf Course Property or the Easement Property. If any Claim is brought against any of the Grantee's Indemnified Parties, Grantor shall, at the election of and upon written notice from Grantee, defend such action or proceeding by counsel reasonably acceptable to the Grantee's Indemnified Party or reimburse Grantee for all reasonable charges incurred for services of the California Attorney General or other counsel in defending the action or proceeding
Grantor shall hold harmless, protect and indemnify Third-Party Beneficiaries (each a "Third Party Beneficiary Indemnified Party" and collectively, "Third Party Beneficiary Indemnified Parties") from and against any and all Claims arising from or in any way connected with or related to: (1) the Grantor's obligations specified herein or in the Management Plan or the RMMMP; (2) the existence or administration of this Conservation Easement or any action taken related thereto, including, without limitation, any environmental detormination or permit issuancc; and (3) the acts or omissions of Grantor or Manager, or their respective directors, officers, managers, members, affiliates, employees, agents, contractors, volunteers or representatives on or related to the Golf Course Property or the Easement Property.

If any Claim is brought against any of the Third-Party Beneficiary Indemnified Parties by reason of any such Claim, then at the election of and upon written notice from the Third-Party Beneficiary Indemnified Party, Grantor shall, at the election of and upon written notice from Grantee, defend such action or proceeding by counsel reasonably acceptable to the applicable Third-Party Beneficiary Indemnified Party or reimburse the Third-Party Beneficiary Indemnified Party for all reasonable charges incurred for services of the California Attorney General or the Final Conservation Easement Sites 2 and 3

U.S. Department of Justice in defending the action or proceeding.

17. Extinguishment. If circumstances arise in the future that render the purposes of this Conservation Easement impossible to accomplish, this Conservation Easement can only be terminated or extinguished, in whole or in part, by judicial proceedings in a court of competent jurisdiction.

18. Condemnation. This Conservation Easement is a "wildlife conservation easement" required by a State agency, the condemnation of which is prohibited except as provided in California Fish and Game Code Section 1348.3. If the Conservation Easement is condemned, the net proceeds from the condemnation shall be used in compliance with California Government Code Section 65966(j).

19. Transfer of Easement. This Conservation Easement may be assigned or transferred by Grantee only to Third-Party Beneficiaries or another organization authorized to acquire and hold conservation easements pursuant to Civil Code Section 815.3 and Government Code Section 65967 (and any successor under other provisions) then applicable), or the laws of the United States. Grantee shall require the assignee to record the assignment in the county where the Property is located. The failure of Grantee to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforcement in any way.

Grantee shall transfer all funds held in a restricted account pursuant to Section 6(c)(2) above concurrently with transfer of the Conservation Easement.

Transfer of Property. Grantor agrees to incorporate the terms of this Conservation Easement by reference in any deed or other legal instrument by which Grantor divests itself of any interest in all or any portion of the Easement Property, including, without limitation, a leasehold interest, and an acknowledgment and agreement by the transferee to comply with the terms hereof. Grantor further agrees to give written notice to Grantee and the Third-Party Beneficiaries of the intent to transfer any interest at least thirty (30) days prior to the date of such transfer. Grantee or Third-Party Beneficiaries shall have the right to prevent any transfers in which prospective subsequent claimants or transferees refuse to accept the terms, covenants, conditions and restrictions of this Conservation Easement. Notwithstanding any attempt to do so, nothing shall release Grantor from its obligations hereunder. The failure of Grantor, Grantee, or Third-Party Beneficiaries to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforceability in any way.

Notices. Any notice, demand, request, consent, approval, or other communication that any party desires or is required to give to the other parties shall be in writing delivered by electronic mail and, additionally, shall be served personally or sent by recognized overnight courier that guarantees next-day delivery or by first class United States mail, postage fully prepaid, addressed as follows:

To Grantor: GC-8, LLC
C/O Law Office of Hon. James B. Copelan (Ret.)
Final Conservation Easement Sites 2 and 3

840 East Green Street, Suite 120
Pasadena, CA 91101
To Grantee: The City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Clerk
With CC to: The City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Manager
To Manager: OC RE-HAB 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Attn: George Zeber
To CDFW: California Department of Fish and Wildlife
South Coast Region
3883 Ruffin Road
San Diego, CA 92123
Att: Regional Manager
To USACE: U.S. Army Corps of Engineers
Los Angeles District
915 Wilshire Blvd.

Los Angeles, CA 90017
Attn: Chief, Regulatory Branch
To RWQCB: Regional Water Quality Control Board
San Diego Region
2375 Northside Drive, Suite 100
San Diego, CA 92108
Attn: Executive Officer
or to such other address as Grantor, Grantee, Manager or Third-Party Beneficiaries shall lesignate by written notice to the other parties. Notice shall be deemed effective upon confirmer receipt of electronic mail or, in the event that receipt cannot be confirmed. upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, three (3) days after deposit into the United States mail.

22. Amendment. This Conservation Easement may be amended only by mutual Final Conservation Easement Sites 2 and 3

written agreement of Grantor, Manager and Grantee and subject to the prior written consent of Third-Party Beneficiaries to comply with the requirements of any unexpired permit, which approval shall not be unreasonably withheld or delayed. Any such amendment shall be consistent with the purposes of this Conservation Easement and California law governing conservation easements and shall not affect its perpetual duration. Any such amendment shall be recorded in the official records of the County of Orange.

23. Additional Provisions.
(a) Controlling Law. The interpretation and performance of this Conservation Easement shall be governed by the laws of the State of California, disregarding the conflicts of law principles of such state.
(b) Liberal Construction. Despite any general rule of construction to the contrary, this Conservation Easement shall be liberally construed to effectuate the purposes of this Conservation Easement and the policy and purpose of California Civil Code Section 815, et. seq. If any provision in this instrument is found to be ambiguous, an interprctation consistent with the purposes of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.

Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Conservation Easement, such action shall not affect the remainder of this Conservation Easement. If a court of competent jurisdiction voids or invalidates the 1 i Consor ion Faen
application of any provision of this Conservation Easement to a person or circumstance, such action shall not affect the application of the provision to any other persons or circumstances.

Entire Agreement. This instrument and all documents incorporated by reference herein, sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements of the parties relating to the Conservation Easement. No alteration or variation of this Conservation Easement shall be valid or binding unless contained in an amendment in accordance with Section

22. (e) No Forfeiture. Nothing contained in this Conservation Easement will result in a forfeiture or reversion of Grantor's title in any respect. Notwithstanding the foregoing, if CDFW reasonably determines that this Conservation Easement is not being held, monitored, or stewarded for conservation purposes in accordance with the requirements of Government Code Section 65967(e), then pursuant to Government Code Section 65967(e) the Conservation Easement shall revert to CDFW or to another public agency, governmental entity, special district, or nonprofit organization approved in advance in writing by CDFW. (f) Successors. The covenants, terms, conditions, and restrictions of this Conservation Fasement shall be binding upon, and inure to the benefit of, the Parties and their respective personal representatives, heirs, successors, and assigns, and shall constitute a Final Conservation Easement Sites 2 and 3

servitude running in perpetuity with the Easement Property. (g) Termination of Rights and Obligations. A party's rights and obligations under this Conservation Easement, except under Section 16 and Section 23(i), shall terminate upon transfer of the party's interest in the Conservation Easement or Easement Property to the extent such transfer is approved in writing in advance by the other parties, and except that liability for acts, omissions or breaches of said party occurring prior to transfer shall survive transfer.
(h) Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon its construction or interpretation.
(i) No Hazardous Materials Liability.
(1) Grantor and Manager, as its agent, represent and warrant that ncither of them has any actual knowledge or notice of any Hazardous Matcrials (defined blow) or underground storage tanks existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on, under, or from the Easement Property, or transported to or from or affecting the Easement Property.

Without limiting the obligations of Grantor under Section 16 of this Conservation Easement, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Grantee's Indemnified Parties and Third-Party Beneficiary Indemnified Parties from and against any and all Claims (defined in Section 15) arising from, related to or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, released in, onto, from or about, or otherwise associated with the Easement Property at any time, except that (A) this indemnification shall be inapplicable to the Grantee's Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by Grantee and (B) this indemnification shall be inapplicable to Third-Party Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by any one of the Third-Party Beneficiary Indemnified Party. This release and indemnification includes, without limitation, Claims involving the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined below). If any action or proceeding is brought against any of the Grantee's Indemnified Parties Third-Party Beneficiary Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from the applicable Grantee Indemnified Party or the Third-Party Beneficiary Indemnified Parties, defend such action or proceeding by counsel reasonably acceptable to the Grantee Indemnified Party or the Third-Party Beneficiary Indemnified Party or reimburse Third-Party Beneficiary for all charges incurred for services of the California Attorney General in defending the action or proceeding.
(2) Despite any contrary provision of this Conservation Easement, the parties do not intend this Conservation Easement to be, and this Conservation Easement shall not be, construed such that it creates in or gives to Grantee or any Third-Party Beneficiaries any of Final Conservation Easement Sites 2 and 3

the following:
(A) The obligations or liability of an "owner" or "operator," as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et seq.; hereinafter, "CERCLA"); or (B) The obligations or liabilities of a person described in 42 U.S.C. § 9607(a)(3) or (4); or
(C) The obligations of a responsible person under any
applicable Environmental Laws; or
(D) The right to investigate and remediate any Hazardous Materials associated with the Easement Property; or
(E) Any control over Grantor's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Easement Property. 3) The term "Hazardous Materials" includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by- products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.; hereinafter, "RCRA"); the Hazardous Materials Transportation Act (49 U.S.C. Section5101, et seq.; hereinafter, "HTA"); the Hazardous Waste Control Law (California Health & Safety Code Section 25100, et seq.; hereinafter, "HCL"); the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health & Safety Code Section 25300, et seq.; hereinafter "HSA"), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable Environmental Laws now in effect or enacted after the date of this Conservation Easement.

The term "Environmental Laws" includes, without limitation, CERCLA, RCRA, HTA, HCL, HSA, and any other federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials now existing or hereafter enacted, modified or amended. Grantor represents and warrants to Grantee and Third-Party Beneficiaries that activities upon and use of the Easement Property by Grantor, Manager and their respective agents, employees, invitees and contractors will comply with all Environmental Laws.
) Warranty. Grantor represents and warrants that Grantor is the sole owner of fee simple title to the Easement Property; that there are no other conservation easements; there are no outstanding mortgages, liens, encumbrances or other interests in the Easement Property (including, without limitation, mineral interests) that may conflict or are inconsistent with this Conservation Easement and that have not been expressly subordinated to this Conservation Final Conservation Easement Sites 2 and 3

Easement by a written, recorded Subordination Agreement approved by Grantee and Third-Party Beneficiaries.
(k) Additional Easements. Grantor shall not grant any additional easements, rights of way or other interests in the Easement Property (other than a security interest that is expressly subordinated to this Conservation Easement), or grant, transfer, abandon or relinquish (each a "Transfer") any mineral, air, or water right or any water associated with the Easement Property, without first obtaining the written consent of Grantee and Third-Party Beneficiaries.

Such consent may be withheld if Grantee or Third-Party Beneficiaries determine(s) that the proposed interest or Transfer is inconsistent with the purposes of this Conservation Easement or will impair or interfere with the Conservation Values of the Easement Property. This provision shall not limit the provisions of Section 3(d) or 4(n), nor prohibit transfer of a fee or leasehold interest in the Easement Property that is subject to this Conservation Easement and complies dich mention the Grane andal provin Bene ofay recorded or unrecorded grant or Transfer (1) Recording. Grantee shall record this Conservation Easement in the Official Records of the County of Orange and may re-record it at any time as Grantee deems necessary to preserve its rights in this Conservation Easement. (m) Exhibits. The following Exhibits) referenced in this Conservation Easement are attached to and incorporated by reference in this Conservation Easement.

Exhibit A - Legal Description of Grantor GC-8, LLC Golf Course Property
Exhibit B - Legal Description of Easement Property
Exhibit C - RMMMP
Exhibit D - Long Term Habitat Management Plan
Final Conservation Easement Sites 2 and 3

IN WITNESS WHEREOF, Grantor, Manager and Grantee have executed this Conservation Easement as of the day and year first above written.

GRANTEE CITY OF SAn CLEMENTE Manager OC Re-Hab 1, LLC
By: By:

Andy Hall George Zeber
City Manager Sole Managing Member
Date: Date:

Attest:

By:

Laura Campagnolo
City Clerk
Date:

Approved as to form: Grantor GC-8, LLC
By: By:

Fah Sean Leong
By: Hon. James B. Copelan (Ret.)
Attorney in Fact
Elizabeth A. Mitchell
City Attorncy
Date: Date:

Approved as to form:

By:

Hon. James B. Copelan (Ret.), Attorney in Fact
(Notarial Acknowledgement of execution by Grantor must be attached.)

ACKNOWLEDGMENT
A notary public or other officer completing this certificate erifies only the identity of the individual who signed th ocument to which this certificate is attached, and not th truthfulness, accuracy, or validity of that document.

State of California
County of
- 2024, before me proved to me oN — Notary Public, personally appeared _ who proved to me on the basis of satistactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

EXHIBIT A
LEGAL DESCRIPTION OF GRANTOR GC-8, LLC GOLF COURSE PROPERTY

EXHIBIT A

LEGAL DESCRIPTION
Parcel 1:

That portion of Parcel 17, in the City of San Clemente, County of Orange, State of California, as shown on a map filed in Book 4, Page 15 of Record of Surveys in the Office of the County Recorder of Orange County, California, and of parcel designated as "Hugo Forster 376.60 acres" as shown on a map filed in Book 11, Page 29 of Record of Surveys in the Office of the County Recorder of Orange County, California, also being a portion of Rancho Boca De La Playa, as shown on a map recorded in Book 4, Pages 118 and 119 of Patents, Records of Los Angeles County, California, described as follows:

Beginning at the most Southerly corner of Lot 83 of Tract No. 5654, as shown on a map recorded in Book 215, Pages 36 through 41 of Miscellaneous Maps, Records of Orange County, California; thence, along the Southeasterly line of Lots 60 through 83 of said Tract No. 5654, the following distances and courses:

North 25° 07' 00" East 789.50 feet; North 41° 50' 00" East 261.03 feet; North 27° 08' 00" East 323.84 feet to the Northeasterly corner of Lot 60 of said Tract No. 5654; thence Southeasterly along the Southwesterly line of Avenida Vaquero, as shown on the map of said Tract No. 5654, South 62° 52' 00" East 316.20 feet to the beginning of a tangent curve, concave Southwesterly and having a radius of 237.50 feet; thence Southeasterly along said curve, through a central angle of 29° 46' 52" , an arc distance of 123.45 feet to the most Northerly corner of Lot 105 of said Tract No. 5654; thence Southerly along the Westerly lines of Lot 84 through 105 of said Tract No. 5654, the following distances and courses: South 56° 54' 52" West 108.00 feet; South 22° 57' 12" East 45.56 feet; South 14° 16' 33" West

81.69 feet; South 25° 25' 00" West 576.63 feet; South 36° 59' 19" West 383.14 feet to a point in the Northeasterly boundary line of the land described in Parcel 1 of a certified copy of Final Order of Condemnation in favor of the State of California, recorded October 3, 1962 in Book 6271, Page 926 of Official Records; thence, along said boundary line, North 39° 13' 12" West 80.00 feet to an angle point in said boundary; thence South 50° 46' 18" West 126.01 feet to an angle point in said boundary line; thence North 63° 27' 57" West 300.00 feet to the point of beginning.

APN: 680-041-24 and 680-041-53
Parcel 2:

Parcel 2 as shown on Exhibit A attached to Lot Line Adjustment No. LL-94-50 recorded February 15, 1995 as Instrument No. 95-0062702 of Official Records of Orange County, California, in the City of San Clemente, County of Orange, State of California.

APN: 680-011-63, 680-011-64, 680-011-65, 680-011-66, 680-011-67 and 680-011-68 Parcel 3:

Non-exclusive easements for golf cart path, water lines, and incidental purposes, as more specifically set out in instruments, as created by document entitled "Agreement" recorded February 28, 1972 in Book 10017, Page 797 of Official Records, and as created by document entitled "Easement Agreement" recorded June 26, 1972 in Book 10192, Page 943 of Official Records.

Parcel 4:

Parcel 2 as shown on Exhibit A attached to Lot Line Adjustment No. LL-17-402 recorded January 28, 2019 as Instrument No. 2019000026437 of Official Records of Orange County, California, in the City of San Clemente, County of Orange, State of California.

The above description is also shown as Parcel 2 of that certain Certificate of Compliance recorded 12/14, 2021 as Instrument No. 2021000747999, of Official Records.

APN: 691-231-08
Parcel 5:

That portion of Parcel 17, in the City of San Clemente, County of Orange, State of California, as shown on a map filed in Book 4, Page 15 of Record of Surveys, in the Office of the County Recorder of Orange County, California, also being a portion of Rancho Boca De La Playa, as shown on a map recorded in Book 4, Pages 118 and 119 of Patents, Records of Los Angeles County, California, described as follows:

Beginning at the most Northerly corner of Lot 34 of Tract No. 4938, as shown on a map recorded in Book 177, Pages 35 through 39 of Miscellaneous Maps, Records of Orange County; thence, along the Westerly boundary line of said Tract No. 4938, the following bearings and distances: South 38° 01' 07" West 319.04 feet; thence South 18° 44' 13" West 143.57 feet; South 10° 21' 49" West 143.57 feet; South 8° 30' 24" East 143.74 feet; South 19° 14' 22" East 689.68 feet; thence South 31° 34' 26" East 155.12 feet; South 52° 11' 10" East 137.78 feet; thence South 60° 42' 14" East 190.94 feet; South 46° 34' 09" East 178.06 feet; South 33° 46' 48" East 129.00 feet; North 56° 13' 12" East 100.00 feet; South 33° 46' 48" East 56.43 feet to the beginning of a tangent curve concave Westerly and having a radius of 467.50 feet; Southerly along said curve, through a central angle of 39° 30' 00", a distance of 322.30 feet; South 5° 43' 12" West 65.48 feet; and North 84° 16' 48" West 415.44 feet along the boundary of said Tract No. 4938 and the Northeasterly boundary line of Tract No. 4939 as shown on a map recorded in Book 193, Pages 39 through 41 of Miscellaneous Maps, Records of said Orange County, to an angle point in said Northeasterly line; thence, along said Northeasterly line, the following bearings and distances: North 78° 27' 05" West 112.46 feet; North 52" 53' 42" West 117.17 feet; North 50" 49' 00" West 247.69 feet; North 40° 55' 41" West 120.94 feet; North 36° 55' 26" West 126.00 feet; North 28° 24' 41" West 123.08 feet; North 21° 17' 35" West 136.00 feet; North 21° 07' 08" West 135.61 feet; North 17° 57' 32" West 211.02 feet; North 27° 58' 56" West 77.10 feet; North 30° 37' 38" West 207.00 feet; North 26° 51' 45" West 66.70 feet; and North 21° 17'35" West 252.00 feet to the most Northerly corner of said Tract No. 4939; thence, leaving said Tract, North 10° 30' 00" East 263.00 feet; thence North 25° 00' 00" East 340.00 feet; thence North 40° 00' 00" East 224.00 feet; thence North 75° 00' 00" East 54.00 feet; thence North 18° 19' 58" East 55.52 feet; thence South 70° 18' 18" East 269.42 feet; thence South 51° 58' 53" East 110.00 feet to the point of beginning.

The above description is also shown as Parcel 3 of that certain Certificate of Compliance recorded 12/14, 2021 as Instrument No. 2021000747999, of Official Records.

APN: A portion of 691-231-09
Parcel 6:

That portion of Parcel 17, in the City of San Clemente, County of Orange, State of California, as shown on a map filed in Book 4, Page 15 of Record of Surveys, in the Office of the County Recorder of Orange County, California, also being a portion of Rancho Boca De La Playa, as shown on a map recorded in Book 4, Pages 118 and 119 of Patents, Records of Los Angeles County, California, described as follows:

Beginning at the most Northerly corner of Tract No. 4939 as shown on a map recorded in Book 193, Pages 39 through 41 of Miscellaneous Maps, Records of said Orange County; thence, along the Northwesterly boundary of land described in Parcel 2 of the deed to John J. Sepe and wife, recorded July 3, 1967 in Book 8300, Page 815 of Official Records of said Orange County, the following bearings and distances: North 10° 30' 00' East 263.00 feet; North 25° 00' 00" East 340.00 feet; North 40° 00' 00' East 224.00 feet; North 75° 00' 00" East 54.00 feet; and North 18° 19' 58" East 55.52 feet; thence North 81° 00' 00" West 7.46 feet to an Order No. 140-2253789-20

angle point in the Easterly line of land described in deed to Lincoln Savings and Loan Association, a corporation, recorded November 18, 1966 in Book 8107, Page 711 of Official Records of said Orange County; thence, along said Easterly line, the following bearings and distances: South 53° 03 18" West

93.11 feet; South 44° 06' 53" West 122.73 feet; South 34° 53' 28" West 136.07 feet; South 32° 10' 00" West 342.00 feet; South 32° 39' 04" West 104.29 feet; and South 24° 17' 35" East 190.00 feet to the point of beginning. The above description is also shown as Parcel 4 of that certain Certificate of Compliance recorded 12/14, 2021 as Instrument No. 2021000747999, of Official Records.

APN: A portion of 691-231-09
Assessor's Parcel Numbers(s):
1: 691-231-09
2: 691-231-08
3: 680-041-24
4: 680-041-53
5: 680-011-63
6: 680-011-64
7: 680-011-65
8: 680-011-66
9: 680-011-67
10: 680-011-68

EXHIBIT B

LEGAL DESCRIPTION OF EASEMENT PROPERTY

EXHIBIT C
RMMMP
Restoration, Mitigation, Monitoring, and Maintenance Plan Via Ballena-Shorecliffs Golf Course Landslide Repair
San Clemente, Orange County, California
April 26, 2021
Prepared For:

George Zeber
OC Re-Hab 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Prepared By:

Edith Read, PhD
E Read and Associates, Inc.

Orange, CA
(714) 366-8857
RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

TABLE OF CONTENTS
PURPOSE ..3
LOCATION... .3
PROJECT BACKGROUND ...3
PROJECT DESCRIPTION.. .3
IMPACTS AND MITIGATION. .4
RESTORATION AREA ... 4
OFF-SITE MITIGATION SITES 2 AND 3.. .... 6
PLANT PALETTE NOTES ....ó
PRE-CONSTRUCTION PLAN IMPLEMENTATION. ...7
NON-NATIVE SPECIES REMOVAL AND SITE CLEANUP.. ....7
NATIVE SPECIES CUTTINGS, SALVAGE, & SOIL STOCKPILE.. ..7 POST-CONSTRUCTION PLAN IMPLEMENTATION.. ...7
IRRIGATION... .7
PLANTING & SEEDING SCHEDULE.. 8
CONTAINER PLANTING... 8
UPLAND HYDROSEEDING. 8
MAINTENANCE .9
WEED CONTROL..

EROSION CONTROL 9
MONITORING AND REPORTING.. 10
RESTORATION AREA ...10
Completion Monitoring and Reporting. ...10
Five-Year Monitoring and Reporting. ...10
OFF-SITE MITIGATION SItES 2 AND 3 ...11
PERFORMANCE OBJECTIVES 11
RESTORATION AREA.

Zones A, B, and C... 11
Zone D...... 17
Orr-SITE MITIGATION SITES 2 AND 3.... ...11
ADAPTIVE MANAGEMENT . 12
LONG-TERM MANAGEMENT . 12
FINANCIAL ASSURANCES.. . 13

EXHIBITS
Exhibit A. Project and Mitigation Locations.... ...14

APPENDICES
A. Restoration Area Drawings
B. Off-Site Mitigation Area Drawings
Page ii
RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

PURPOSE
The purpose of this Plan is to guide restoration, maintenance, and monitoring of habitat established and enhanced after repairs are made to a failed slope above the Shorecliffs Golf Course. The Plan includes performance standards to ensure that habitat objectives are met, and provides a process by which the restoration and enhancement sites are properly maintained over the short-term (5-year monitoring period) and in perpetuity by the Golf Club.

This document updates previous plans to reflect the current project description and mitigation measures, including comments and requests from staff of the California Coastal Commission.

LOCATION
The Shorecliffs Golf Course is located in the City of San Clemente, Orange County, California within the area covered by the U.S. Geological Survey's 7.5-minute Dana Point Quadrangle. The proposed project is located at the 5th Hole. Exhibit A depicts the location of the project site (referred to in the plans as the Restoration Area and areas where off-site mitigation is planned (Off-Site Mitigation Areas 1 and 2).

PROJECT BACKGROUND
Landslides occurred east and above the golf course in 2006 and in 2011, burying parts of a concrete channel that conveyed storm water run-off and nuisance waters within the unnamed creek. The landslides rendered four homes uninhabitable and are "red tagged" and another 7 homes were significantly affected. There is an unnamed creek located within the site. The landslides impounded water about 15 to 20 feet above the level of the concrete channel and compromised the drainage system. The impounded water saturated soils at the toe of the landslide area and on other parts of the slope that supports the numerous single-family residences located along Via Ballena and had potential to cause future landslides. It also saturated the toe of the slope that supports Interstate 5. In November 2015, the homeowners, the Shorecliffs Golf Club, and the City of San Clemente established a fund to implement necessary repairs. Following acquisition of emergency permits, repairs were initiated in 2018 to prevent further deterioration of the slope and property loss.

PROJECT DESCRIPTION
Appendices A and B provide copies of detailed drawings pertaining specifically to the Restoration Area and Off-Site Mitigation Areas 1 and 2. The complete set of drawings, including specifications for the box culvert and engineered slope, is provided to permitting agencies under separate cover. The primary components of the proposed slope restoration and stabilization project include: 1) installation of a 7 foot by 7 foot box culvert, from the I-5 Freeway to the Via Cascadita storm drain, to direct nuisance water and storm flows away from the bluff slope; 2) removal of a portion of the landslide debris and re- construction of the hillside with approximately 150,000 Cubic Yards of imported soil in a series of benches that will create a 2:1 slope with a gravity buttress that will anchor the toe of the slope; 3) installation of a series of back drains, terrace drains, down drains, and other surface and subsurface drainage improvements on the re-constructed slope; 4) restoration of the golf

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair course playing surface; 5) restoration of wetland and other native vegetation in a manner that continues to provide wildlife habitat while maintaining slope stability.

IMPACTS AND MITIGATION
Prior to the repairs initiated in 2018, there were approximately 1.11 acres of State jurisdictional wetlands within the area encompassed by the Shorecliffs Golf Course's 5th and 6th Holes. The 1.11 acres included the unnamed creek, contiguous riparian canopy, and adjacent wetlands. Federal jurisdiction included 0.59 acres of wetlands and 0.52 acres of non- wetland waters.

Mitigation for impacts consists of: a) establishment of new on-site wetland and riparian habitat in the southern section of the golf course's 6*h hole, totaling no less than 2.53 acres (1.18 acres creek/riparian, 1.35 acres wetland) and referred to in the drawings as the Restoration Area; b) on-site establishment of 1.22 acres of upland slope habitat upstream of the Restoration Area to provide a buffer and wildlife foraging area; c) on-site establishment of 1.07 acres of upland habitat within the fuel modification zone on the restored, stabilized slope below the residences; d) off-site restoration and enhancement of 7.27 acres of existing riparian habitat and wetland that runs through Shorecliffs golf course Holes 1,7, 10, 11, and 12 (hercafter referred to as Off-Site Mitigation Sites 1 and 2). This enhancement will consist of channel modification to create an additional 2500 feet of channel with more natural-looking meander (see Appendix B), removal of invasive non-native vegetation and replacement of this vegetation with native species.

In summary for mitigation of wetland impacts from the landslide repair, the combination of on- site replacement and off-site restoration/enhancement described above totals 12.09 acres, resulting in a mitigation ratio of about 10.9 to 1 for impacts to State and Federal jurisdictional wetlands/waters. The plant species listed in the tables in this section are based on plant lists compiled as part of the pre-restoration biological surveys and jurisdictional delineation.

Restoration Area
Objectives for the Restoration Area are: a) at least 75 percent cover of native species by the end of the 5-year monitoring period; b) absence of moderately to highly invasive non- native species; c) survival in the absence of irrigation. A total of 2.53 acres of wetland/riparian habitat and 2.29 acres of upland habitat will be established. Native plant material will consist of cuttings, container stock, and seed. There will be four planting zones: Zone A, Zone B, Zone C, and Zone D (see drawing in Appendix A for details).

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair Zone A includes 1.18 acres of channel and will consist of riparian species.

Table 1 - Plant List, Zone A
Common Name Scientific Name Life Form Size* Quantity
California Bulrush Schoenoplectus californicus Herb Salvage 10 Arroyo Willow Salix lasiolepis Tree Salvage 12
Arroyo Willow Salix lasiolepis Tree Cuttings 12
California Sycamore Platanus racemosa Tree 15 g 10
Fremont Cottonwood Populus fremontil Tree 15g 10
Total 54
Zone B includes 1.35 acres adjacent to the replaced channel in the lower canyon and shall consist primarily of wetland species.

Table 2 - Plant List, Zone B
Common Name Scientific Name Life Form Size Quantity
Fringed Willow Herb Epilobium ciliatum Herb Salvage 10
Alkali Heath Frankenia salina Herb Salvage 25
Yerba Mansa Anemopsis californica Herb 1-5 g 25
San Diego Sedge Herb 1 - 5g 25
Wild Rhubarb Rumex bymenosepalus Herb Salvage 25
Pickleweed Salicornia pacifica Herb Salvage 30
Salt marsh fleabane Pluchea odorata Herb Salvage 10
California Sealavender Timonium californicum Herh Salvage 25 Saltbush Atriplex lentiformia Shrub Salvage/1 g 15
Total 205
Zone C consists of 1.22 acres of upland buffer/transitional habitat on a slope in the northwest side of the Restoration Area (labeled as Upland Buffer B in Exhibit A).

Table 3 - Plant List, Zone C
Common Name Scientific Name Life Form Quantity
California Poppy Eschscholzia californica Annual Herb 2.5 lb Arroyo Lupine Lupine succulentus Annual Herb 2.5 1b
Deerweed Acmispon glaber Perennial Herb 2.51b
Foothill Needlegrass Stipa lepida 2.515
Purple Needlegrass Stipa pulehra 2.5lb
Bush Sunflower Encelia californica Shrub 2.5 1b
Golden Yarrow Eriopbyllum confertiflorum Shrub 2.5 1b
Goldenbush Isocoma menziesii Shrub 2.5 1b
California Buckwheat Eriogonum fasciculatum var. fasciculatum Shrub 151b Total 35lb

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair Zone D consists of 1.07 acres located within the fuel modification zones of adjacent single- family residences and therefore subject to thinning (labeled as Upland Buffer A in Exhibit A. So-called "ladder" fuels that worsen potential for fire, such as subshrubs and grasses, must be avoided. Therefore, only the evergreen species in Table 4 will be planted in this zone.

Table 4 - Plant List, Zone D
Common Name Scientific Name Life Form Size Quantity
Saltbush Atriplex lentiformia Shrub 5 - 15 g 20
Toyon Heterumeles urbutifulia Shrul, 5 - 15 g 20
Total 40
Off-Site Mitigation Sites 1 and 2
Before beginning the slope repairs at the Restoration Area or in conjunction with them, the applicant's contractor shall remove all invasive non-native trees, shrubs, and herbaceous species from Off-Site Mitigation Sites 1 and 2. The applicant's contractor shall then modify the channel to create a more natural-appearing meander and plant the exposed soil with native trees, shrubs, and herbaceous species to replace the invasive exotics. The project restoration ecologist will advise as to placement of riparian, wetland, and upland species depending on localized conditions (e.g. in-channel vs. banks).

Table 5 - Plant List, Off-Site Mitigation Sites 1 and 2 Common Name Scientific Name Habitat/Life Form Size Quantity Arroyo Willow Salix: lasiolepis Riparian Tree Jutting 40 Cattail Typha domingensis Wetland Herb Transplan 200
Mulefat Baccharis salicifolia Transition Zone Shrub Cuttings 20 Fremont Cottonwood Populus fremontii Riparian Tree 5 - 15 g 10 Total 270
Plant Palette Notes
Cultivars or varieties shall not be used. Species shall not be substituted without consultation and approval by the project's restoration ecologist. Quantities may be adjusted depending on availability at the time of planting. The container stock and seed shall be inspected to ensure that it is free of non-native ants and other pests immediately before being transported to the site. The project's restoration ecologist shall inspect the stock again immediately upon arrival at the site. If non-native ants are found, delivery of the stock and/or seed in which they occur shall be refused and taken back to the nursery.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

PRE-CONSTRUCTION PLAN IMPLEMENTATION
Non-Native Species Removal and Site Cleanup
The California Invasive Plant Council (Cal-IPC) considers numerous non-native plant species as moderately to highly invasive. Examples include arundo, castor bean, fennel, thistle, tree tobacco, pampas grass, and ice plant. Under the supervision of the project's restoration ecologist, the applicant's contractor shall remove all moderately to highly invasive species. Removal shall be conducted before beginning, or in conjunction with, the proposed landslide repair activities.

The contractor shall also remove all debris left from golf course operations such as pieces of concrete, asphalt, and fencing.

Native Species Cuttings, Salvage, & Soil Stockpile
The following measures shall be implemented under the supervision of the project's restoration ecologist:

1. The applicant's contractor shall take cuttings of arroyo willow (Salix lasiolepis) from the individuals that occur within the unnamed creek at the Restoration Area so that they can be used for restoration. The cuttings shall be 2-inch diameter and at least 2 feet long and shall be treated with rooting compound, planted in 15-gallon containers filled with saturated soils taken from within the creek, and shall be grown and maintained on-site by the applicant's contractor or by a local nursery.

2. The applicant's contractor shall use heavy machinery to salvage the remainder of the arroyo willow after taking the cuttings and shall plant it immediately adjacent to the parts of the creek that are not to be disturbed or shall be stockpiled in a low depression capable of holding water. If stockpiled, it shall be watered and maintained on site by the applicant's contractor as necessary until it can be planted.

The applicant's contractor shall also stockpile soil from the creek and use it to line the channel and parts of the restoration site.

POST-CONSTRUCTION PLAN IMPLEMENTATION
Irrigation
The water conveyance and capture system that will be installed as part of the proposed project will capture nuisance flows and convey them to the Restoration Area via gravity flow. The amount of water available is adequate to support wetland habitat but the upland container stock and seed must be temporarily irrigated in order to grow and establish it. Temporary irrigation may also be needed at Off-Site Mitigation Sites 1 and 2 in order to establish and grow plants.

1. After the landslide repairs have been completed a temporary above ground irrigation system shall be installed that has the ability to soak all areas within the

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair upland areas of Zone C and shall install a permanent system in Zone D (for any necessary fire suppression).

The irrigation system shall consist of PVC pipe staked on grade at approximately ten feet on-center and at all corners, providing 100 percent coverage of the upland areas using spray and/or rotor heads as appropriate.

3. Irrigation heads may need to be raised up on staked risers to reach above developing plants to avoid blockage.

4. The irrigation system will only be used in the early fall and late spring seasons for the first three growing seasons to help establish the plants such that they can survive on their own from seasonal rainfall in Years 4 and 5.

5. Irrigation shall be phased out in Zones A, B, and C near the end of Year 3 prior to the rainy season per the direction the project's restoration ecologist.

6. The permanent irrigation system in Zone D shall remain in place for any necessary fire suppression.

7. It is anticipated that the amount of water that is currently conveyed to the drainage at Off-Site Mitigation Sites 1 and 2 is sufficient to enhance and create additional habitat but temporary irrigation may initially be required in order to grow and establish plants. Installation of temporary irrigation at these sites shall be at the discretion of the projects restoration ecologist and if installed shall be phased out per the conditions for the Restoration Area.

Planting & Seeding Schedule
The applicant's contractor shall prepare, plant, and seed the Restoration Area immediately after the repairs have been completed or in conjunction with them if possible and shall prepare and plant Off-Site Mitigation Sites 1 and 2 before or in conjunction with the repairs.

Container Planting
With the exception of Zone D in the Restoration Area (see below), plants shall be installed in a natural-appearing pattern, i.e. not in rows. Holes for container stock should be dug at least twice as wide as the root ball, with the crown of the plant left about 0.25 inch above grade for proper drainage. If the soil is dry it shall be irrigated and allowed to drain before the plant is installed. Plants shall be irrigated after installation to ensure good soil- to-root contact.

In Zone D, plants shall be installed in a natural-appearing pattern but spaced at least 15 feet apart (as measured on center) per fire department specifications for fuel modification zones adiacent to residences.

Upland Hydroseeding
The hydroseed slurry shall include a mix of the upland species listed for Zone C in Table 3, clean wood fiber or cellulose mulch, and binder (tackifier) as recommended by the project's restoration ecologist.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

MAINTENANCE
Weed Control

1. Weeds shall be removed during late winter through early summer, as necessary, before they set seed and/or before they reach approximately 12 inches in height under the direction and on-site supervision by the project's restoration ecologist.

2. At least two weeding events should occur Year 1 - 5 during season of normal rainfall, with more or less as dictated by actual amount and rainfall intervals.

3. Weed control shall mainly employ hand pulling, mechanical methods. Spot spraying of herbicides will be employed only as a last resort, if deemed necessary by the project's restoration ecologist. Per recommendations of the water quality staff of the California Coastal Commission, spray of landscaping chemicals in or within 25 feet of any drainage swale be avoided, and use of landscaping chemicals within the project area should be minimized to the extent feasible.

4. All weed control activities shall be conducted with on-site supervision provided by the project's restoration ecologist. Per recommendations of water quality staff of the California Coastal Commission, an Integrated Pest Management (IPM) approach shall be employed to the extent feasible, to minimize the use of landscaping chemicals and to prevent the degradation of coastal water quality.

Erosion Control
Erosion control measures specified in the drawings submitted to permitting agencies shall be used. However, if the project's restoration ecologist determines that installation of additional erosion control measures and BMP's are necessary, they shall be installed per their direction. Erosion control measures may include use of sandbags, fiber rolls, silt fencing, and/or matting. If fiber rolls are used, they shall be certified weed free. In addition, the following specification shall be included per request of water quality staff of the California Coastal Commission:
"The use of temporary erosion and sediment control products (such as fiber rolls, erosion control blankets, mulch control netting, and silt fences) that incorporate plastic netting shall be prohibited, to minimize wildlife entanglement and plastic debris pollution. Only 100% biodegradable (not photodegradable) natural fiber netting shall be allowed."
If any erosion control measures and BMP's are installed, they shall remain in place and be maintained until the project's restoration ecologist determines that the plants have become established and that seed has germinated and growing, and that ground cover is adequate.

Additional maintenance activities may include, but are not limited to, pest control, disease control, the installation of erosion control measures and BMP's, additional planting and seeding, and irrigation repair and/or adjustments as necessary.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

MONITORING AND REPORTING
Restoration Area

COMPLETION MONITORING AND REPORTING
The project's restoration ecologist will visit the restoration site twice per month (or as necessary) during the first 120-days, after planting and seeding, to monitor site conditions.

They will determine if the salvaged species, cuttings, and the container stock are becoming adequately established, verify that seed application and germination has been successful, check that irrigation is adequate, and identify any problems or potential problems with regards to plan implementation. During this period, the restoration ecologist will provide recommendations in writing to the applicant's contractor regarding any necessary remedial actions. The applicant's contractor shall be responsible for ensuring that all remedial actions are taken and completed in a timely manner.

The project's restoration ecologist will provide a Completion Report to the applicant for submittal to permitting agencies within 30 days of completion of the 120-day post- restoration monitoring period. The report will include details and maps as necessary with regards to site preparation, irrigation, the number and names of plants salvaged and replanted, the species names and amount of container stock used, the species names and amount of seed applied, and any deviations from the plant palettes.

FIVE-YEAR MONITORING AND REPORTING
The project's restoration ecologist will visit the restoration site once during May and once during September for a period of 5 years or until they determine that the performance standards are met (see below).

The restoration ecologist will establish photo points at a minimum of 4 locations within the restoration site for comparative analysis between years.

The restoration ecologist will determine percentage survival of salvaged species and container stock used in the restoration, relative cover of native species and non-native species, and will identify and mark non-native species so that they can be removed by the maintenance crew.

The data will be compared to performance standards are being met and shall be included in annual reports (see below). The focus of all efforts shall be the eradication of species identified by Cal-PC as being moderately to highly invasive.

An annual monitoring report shall be provided to the applicant for submittal to permitting agencies no later than December 31 of each monitoring year. Each report will include the following:

1. Comparisons to performance criteria;

2. Photographs from established reference points;

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

3. Description of maintenance activities including the use of any replacement container stock and seed and methods used for control of non-native species;

4. Recommendations for remedial actions necessary to ensure success of the restoration. The property owner shall be responsible for ensuring that all remedial actions are taken and completed in a timely manner.

Off-Site Mitigation Sites 1 and 2
All monitoring and reporting activities described above for the Restoration Area shall also be required for Off-Site Mitigation Sites 1 and 2, including but not limited to: site visits twice a year, establishment of locations for comparative photograph analysis, evaluation using specific performance objectives, and preparation of an annual monitoring report to be submitted no later than December 31 of each monitoring year.

PERFORMANCE OBJECTIVES
Restoration Area

ZONES A, B, AND C

1. Target values for relative cover in Year 1 is 20 percent, Year 2, 30 percent, and Year 3, 40 percent;

2. Survival of the container stock shall be 75 percent in Years 1, 2, and 3;

3. Cover of native species is at least 75 percent by the end of the 5-year reporting period;

4. Absence of moderately to highly invasive non-native species;

5. Vegetation must survive at least 2 years without irrigation (i.e. phase out irrigation at the end of Year 3).

ZONE D
Due to the fact that this zone will be maintained according to the fire department's fuel modification requirements, the only objective for this zone is to ensure that it is free of moderately to highly invasive plant species that could eventually invade native communities in the other zones. The irrigation system will remain in place for fire prevention and suppression purposes.

Off-Site Mitigation Sites 1 and 2
All performance objectives listed above for Zones A, B, and C of the Restoration Area shall be adopted for Off-Site Mitigation Sites 1 and 2, including but not limited to: at least 75 percent native cover by the end of the initial five-year monitoring period, absence of moderately to highly invasive species, and survival in the absence of irrigation.

It should be noted that the golf course has no control over what adjacent residential land owners plant, therefore it is possible that removal of invasive exotics will need to continue periodically for an indefinite period of time.

RMMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

ADAPTIVE MANAGEMENT
While the intent of this RMMMP is to create, establish, and enhance wetland and upland habitats there is always a risk that the mitigation fails or partially fails due to unforeseen circumstances. The project's restoration ecologist will visit the Restoration Area and Off- Site Mitigation Sites 1 and 2 twice per year to monitor and compare to performance objectives. If the performance objectives are not met, the restoration ecologist will identify the problems during the scheduled site visits, determine the cause(s) of the problems, and provide the property owner or their representative recommendations that will correct them. The property owner shall be responsible for ensuring that all remedial action is taken and completed in a timely manner so that the performance standards can be met.

The project's consultant shall continue the monitoring and reporting measures summarized in this five-year RMMMP until all performance objectives are met. Any proposed changes to this RMMMP will be submitted to permitting agencies for approval prior to implementation.

LONG-TERM MANAGEMENT
A detailed long-term management plan is provided under separate cover. In summary, the Shorecliffs Golf Club and the City of San Clemente completed an identical project in 1995 in a different location at the Shorecliffs Golf Course and entered into a long-term management agreement. The arrangement that was agreed upon by the parties provided for a recorded Conservation and Management Easement, whereby the City of San Clemente would maintain the storm pipe and Shorecliffs Golf Club would maintain the wetlands and non-wetland waters. There is a mechanism provided for in the agreement that allows the City of San Clemente to have oversight over its long-term management maintenance of the other projact and it provides for a tax lien to bc implemented in tha event that Shorecliffs Golf Club fails to adequately maintain the wetlands and non- wetlands so that the City of San Clemente can take over the maintenance. It is the intention of the applicant to enter into a similar agreement with the City of San Clemente. A copy of the agreement is provided separately.

Zone D in the Restoration Area is located within the fuel modification zones of the single- family residences along Via Ballena. As such, the vegetation planted in Zone D may be subject to fuel modification as it starts reaching maturity. If the home owners are mandated by the Fire Department to fuel-modify/weed-abate Zone D, they shall do so by removing and reducing the amount of cover of non-native species, by removing all species that are moderately and highly invasive, and if necessary shall trim the native woody vegetation per fire department requirements. Native herbaceous species shall be mowed to no less than 6 inches in height but only after it has set seed. The best time to fuel- modify/weed-abate is within the 2 weeks before the date that the activity must be completed as mandated by the Fire Department.

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

FINANCIAL ASSURANCES
The applicant anticipates that it will cost approximately $592,000 to implement this RMMMP and monitor the restoration sites for 5-years and includes an additional $118,400 as a contingency. The cost breakdown is as follows:

Engineering $8,500
Permits $3,500
Installation of low flow pipe $25,000
Grading (includes Geo and Rip Rap) $15,000
Dredge 2500 linear feet of channel $25,000
Planting (includes nursery stock) $235,000
Maintenance (5 years includes re-planting) $240,000
Monitoring (5 years) $40,000
Contingency (20% of costs) $118,400
TOTAL $710,400
The applicant will provide a Financial Assurance Instrument as a contingency for failed mitigation, naming the agencies as beneficiary in the Format and Amount as requested by each individual Agency.

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair N
0 0.15 0.3
Miles
Camino de los Mares
Zone A Wetland
Zone B Adjacent Wetland
Upland
Off-Site Mitigation Site 1
Off-Site Mitigation Site 2
0 350 700
ue ro → Feet
Aventda Vaquero
Restoration Area
Avenida Vaguero
Calle Grande Vista
doyes Est, Digtalolors, 95oEya Earustar
Va Ballena
owes Est, Digite Slobe, GecEys, Earthstar Geographs, CNES Airus Da, JDA,USGET ASGGPID JENT and the cis User gommunite
Exhibit A. Project and Mitigation Locations

RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

APPENDIX A

RESTORATION AREA PLANS
Note: these pertain to habitat areas only. Engineering details of the culvert, slope repair, and other specifications are provided in the full set of drawings under separate cover.

tem sri cin gun
moin Conttruttian a1 0-5
Flow Line EL. 58.55'

GEES-BP
Inatanod Fal 30m Drain -
I asond for
Plast Palettes Within Lardscape and Restoraton Area /
Description/ Existing Homes

1.18 ac Zon - M Contine oe Srazed Socie Red-Traged Home City of San Clemente (See Sheet 9.2, Table 1) 160
Prodece Fristed Graund Elevaton
Homes Demollshed Approximato Scalo Approved by:

Zone 3 = Adiacent Welland Plant Palette - Salvaced City Engineer 1,35 ac Species and Container Stock Existing Ground Elevation Contour Feet) Via Ballena Landslide Repair, 3an Clemente, CA
Uimits of Wisite Restotion Area

1.22 ac Zone : - Nee s bet 92. Tel troses Mx
oa dl andansns Besteratlon
Zone J= Native Landscape Hydroseed and - - — Limits of Golf Course Rastoration

1.07 ac Landscape and Habitat Restoration Plan

5.60 ac Dolf Culeee Groane and Faleamse (leat Craee) GeoKinetics Sheet 9.1
Apel 18, 2021
scamoros
35' Easement
Tible 1. Plant List, Zone A
Life
Common Name Scientific Name Sir* Quantity
Californis Balrush. Schnopleche californicus Herb Salage Arrovo Willow Salk lasiolepis Salage
Arroyo Willow Cutings
Tree
Fremont Cottonwood Populus fremontil 1g.

Total
Existing Surface
Carnate Location
Every Other One) Tible 2. Plant List, Zone B
Common Name Scientific Name Quantity
7X7 Segmental Box Culvert Fringed Willow Herb Splobium cillatu Frenkenia salina SaNage
YerbaMansa N trymonsis californici
i Ran SoBe Carr spiesa
Sakags
Pickleweed alcomnia pacifica Herb Sakass
Cole mank date Sakage
Saltbush Atrplex lentiformia;
Total C 205
Typical Cross Section Though Lower Canyon Showing Wetland Habitat Restoration Scale: As Shown Table 3. Zone C
Native Plant Palette - Hydroseed Mix
Form
California Poppy
Arroyo Lupine Lapse animir Koch
Avigan zaier (Vogel) Brouillet
Stip intida Hitche
A Babe Stitch Perennial Gras
olden Yarrow 25B
Engineer Channel. California Buckobeat Eriguean fascinatan Benth. var. Assicstan 35 1b
Table 4. Zone D
Native Plant Palette - Container Stock*
Common Name Scientific Name Quantity
Form
Saltbush. Amlex inalrmie (Tor.)S. Watsen 5 - 15 g
Herevin arbudda (Lindley) Rommer
Total
* Ssace approsimately 15 feet in fue modification zones per Fire Depurtment roquirement.

Habitat Restoration and Landscape Planting Zones
(Plant Palettes)
Wetland Habitat Restoration Detail
Scale: As Shown
=xnlanation:

City of San Clemente
Approved by:

City Engineer Dare
Via Ballena Landslide Repair, 3an Clemente, CA
Wetland.

Landscape and Habitat Restoration Details
Orgine Satein then o GeoKinetics
Sheet 9.2
March 13, 2021
RMMP: Via Ballena-Shorecliffs Golf Course Landslide Repair

APPENDIX B

OFF-SITE MITIGATION AREA PLANS

Off-Site Mitigation Area 2!
Existing Channel
wallar w Wetland Wallar
Habitat
20 - 25'
New Channel 18" Deep*
Or Match Existing
3-4' Wide
Or Match
Existing
Section View
Scale 1° - 2
Oil-Site Mitigation Area 1
Restoration Area ?
Plan View
Scale 1* = 5
City of San Clemente
Approved by..

City Engineer
Via Ballona Landslide Repair, San Clemento, CA
Legend
Existing Drainage Flow Path Channel paroximato Scale
Off-Site Mitigation and Details
GeoKinetics
Sheet 9.3
6 dreams and seodos and e that rest, and aranoresees regresteded on These sies are and that real toe perpety of Cacklets and Bo part Backst shal be coond, mersateed is part or is atol, used ent June 19, 2018

EXHIBIT D

LONG TERM HABITAT MANAGEMENT PLAN
Long Term Habitat Management Plan
for the Shorecliffs Wetland Conservation Area
April 26, 2021
Prepared For:

George Zeber
OC Re-Hab 1, LLC
13101 Barrett Hill Circle
North Tustin, CA 92705
Prepared By:

Edith Read, PhD
E Read and Associates, Inc.

Orange, CA
(714) 366-8857

TABLE OF CONTENTS
PROJECT BACKGROUND AND PROPOSED MITIGATION ... 3
RESPONSIBLE PARTIES. ... 4
FINANCIAL SUMMARY.. .. 4
INITIAL CONSTRUCTION, MAINTENANCE, AND MONITORING COSTS. ....4 LONG-TERM ONGOING COSTS (AFTER 5 YEARS)..... ...5
RESTORATION AND ENHANCEMENT METHODS.. ... 6
RESTORATION AREA... ....6
OFF-SITE MITIGATION SITES 2 AND 3 ...... ....6
RESTORATION GOALS, OBJECTIVES, AND SUCCESS CRITERIA ... 6 MONITORING AND REPORTING PROGRAM... ... 7
MAINTENANCE PROGRAM. .....7
CONTINGENCY MEASURES AND ADAPTIVE MANAGEMENT ... 7
REFERENCES.. ...7
Exhibits
Exhibit A. Site Locations within the Conservation Area..................

LTHMP - Shorecliffs

PROJECT BACKGROUND AND PROPOSED MITIGATION
In 2006 and 2011, slope sections above the Shorecliffs Golf Course in San Clemente, California failed, resulting in loss of residences, damaging others, and threatening additional residences. Engineering studies indicated that the primary cause of slope failure was perennial water flow that undermined the toe of the slope. The volume of this water increased over many years as runoff from off-site developments and roads was directed into a single drainage. Analyses indicate that this drainage probably had only seasonal flow historically but it became perennial over time, eventually resulting in establishment of riparian and freshwater wetland vegetation along its length (FBC 2016a,b). This vegetation consisted of willows and emergent vegetation such as cattails and bulrushes. Prior to the repairs initiated in 2018, there were approximately 1.11 acres of State jurisdictional wetlands within the area encompassed by the Shorecliffs Golf Course's 5th and 6th Holes. The 1.11 acres included the unnamed creek, contiguous riparian canopy, and adjacent wetlands. Federal jurisdiction included 0.59 acres of wetlands and 0.52 acres of non-wetland waters.

In order to mitigate impacts from slope repair and stabilization, the project applicant proposed wetland restoration and enhancement at the three locations shown in Exhibit A and described as follows: a) a new on-site wetland in the southern section of the golf course's 6"h hole, totaling 2.53 acres and referred to as the Restoration Area; b) on-site establishment of 1.22 acres of upland slope habitat upstream of the Restoration Area to provide a buffer and wildlife foraging area; c) on-site establishment of 1.07 acres of upland habitat within the fuel modification zone on the restored, stabilized slope below the residences; d) off-site restoration and enhancement of existing 7.27 acres of riparian habitat and wetland that runs through Shorecliffs golf course Holes 1, 7,10, 11, and 12, referred to as Off-Site Mitigation Sites 1 and

2. Collectively, these areas will be protected and maintained in perpetuity as the Shorecliffs Wetland Conservation Area (SWCA). An Endowment will fund long-term maintenance of the SWCA.

Details of restoration and maintenance during the first five years after slope repairs are completed are described in a Restoration, Mitigation, Monitoring, and Maintenance Plan (RMMMP) provided under separate cover and summarized here. The rest of this Plan updates the July 27, 2020 version to comply with requirements of the California Coastal Commission and addresses long-term management and maintenance beyond the first five years.
revised 04/26/2021 3
LTHMP - Shorecliffs

RESPONSIBLE PARTIES
OC Re-Hab 1, LLC will be responsible for all long-term maintenance of the Restoration Area. The Golf Course will be responsible for Off-Site Mitigation Sites 1 and 2 upon acceptance of the initial Improvements by the Agencies at year 5 or longer. The costs associated with the maintenance will be paid out of an endowment. The Golf Course, OC Re-Hab 1, LLC and the City of San Clemente have entered into an agreement which is incorporated into the Conservation Easement whereby the City will maintain oversight authority over the maintenance operations in perpetuity. The City will not be responsible for conducting maintenance activities, but will enforce compliance with the LTHMP through the implementation of a Tax Lien to ensure payment of services to outside vendors or contractors in the event the Golf Course fails to meet the requirements contained within the LTHMP.

The following parties will take the lead on the indicated tasks and hire contractors as needed to provide specialized expertise, such as biological monitoring.

Initial installation, maintenance, and monitoring of all sites for the first five years:

OC Rehab 1, LLC. Contact: George Zeber, President, Western Pacific Construction Services, 13101 Barrett Hill Circle, North Tustin, CA 92705. Telephone: 714-734-8224. Email:

[email protected].

Long-term maintenance and monitoring of the Restoration Area after five years:

OC Rehab 1, LLC. Contact: George Zeber, President, Western Pacific Construction Services, 13101 Barrett Hill Circle, North Tustin, CA 92705. Telephone: 714-734-8224. Email:

[email protected].

Long-term maintenance and monitoring of Off-Site Mitigation Sites 2 and 3 after five years:

Shorecliffs Golf Course. Contact: Jim Vaughn, 501 Avenida Vaquero, San Clemente, CA.

Telephone: 949-492-1178. Email: [email protected].

FINANCIAL SUMMARY
Initial Construction, Maintenance, and Monitoring Costs Table 1 summarizes initial costs listed in the RMMMP. These costs cover construction plus five years of compliance with permit conditions, including maintenance and monitoring after construction and restoration tasks are completed. OC Rehab will be responsible for ensuring that the 5-year success criteria are met. If, in the view of the permitting agencies, the success criteria are not met, OC Rehab will continue to be responsible for maintenance and monitoring until the success criteria are met. revised 04/26/2021 4
LTHMP - Shorecliffs
Table 1. Estimated Initial Costs
Component Cost
Engineering $8,500
Permits $3,500
Installation of Low Flow Pipe $25,000
Grading (includes Geo and Rip Rap) $15,000
Dredge 2500 If of channel $25,000
Planting (includes nursery stock) $235,000
Maintenance (5 years includes re-planting) $240,000
Monitoring (5 years) $40,000
Contingency (20% of costs) $118,400
Total $710,400
The applicant will provide a Financial Assurance Instrument as a contingency for failed mitigation, naming the agencies as beneficiary in the Format and Amount as requested by each individual Agency.

Long-Term Ongoing Costs (after 5 years)
After the 5-year success criteria are met, the long-term maintenance and monitoring period will begin.

The long-term financial analysis prepared for this Plan is based on the following assumptions over a period of 10 years:
• Long-term maintenance will be performed by a half-time (0.5 FTE) position at a rate of $20/hr, including benefits and other overhead;
• Monitoring for long-term health and to identify maintenance issues (if any) will be conducted by a biologist once annually (see Section 6), and will include a report identifying issues (if any) and recommendations.

It is expected that the applicant and agencies will review the estimated costs periodically and update the 10-year estimate as needed depending on site conditions.

Long-term costs will be funded through interest on principal from an Endowment dedicated to the Conservation Area. For example, based on a capitalization rate of 4.5 percent and an estimated yearly maintenance and monitoring cost of $40,000 for a period of 10 years, a principal of $888,900 would be required to support maintenance and monitoring. This is only an example. The principal and capitalization rate could change depending on future site maintenance needs and market conditions, respectively.
revised 04/26/2021 5
LTHMP - Shorecliffs

RESTORATION AND ENHANCEMENT METHODS
The RMMMP provides details of how the habitat areas will be restored and enhanced, as well as plant palettes and planting zones for each site. Methods are summarized in the following sections.

Restoration Area
The wetland and riparian habitats consist of planting Zones A and B as described in the RMMMP. As slope repairs are completed or in conjunction with them, flows will be from the north (below Interstate 5) to the Restoration Area through a 7 ft. x 7 ft. box culvert via gravity flow.

The upland habitat consists of Zones C and Das described in the RMMMP, and is located on slopes at the north end of the Restoration Area. Non-native species will be removed and replaced with native seed and container stock. Zone D is in a fuel modification zone below residences, therefore the plant palette is necessarily restricted to species approved by the Fire Department and it is expected that some fuel modification (thinning, trimming) may be required as vegetation matures.

Off-Site Mitigation Sites 1 and 2
Restoration and enhancement activities at Sites 1 and 2 will consist primarily of removing invasive species, establishing a meandering channel braided with the existing channel, and planting native riparian vegetation. Existing non-native trees with a trunk diameter of more than 8 inches will be removed if, in the judgment of the project's restoration biologist, the tree is invasive or otherwise poses a threat to the native ecosystem.

RESTORATION GOALS, OBJECTIVES, AND SUCCESS CRITERIA
Long-term maintenance of the Conservation Area has three goals: 1) long-term health of the ecosystem; 2) self-sustainability, as much as possible in an urbanized watershed; 3) co-existence with surrounding communities in terms of preventing conditions that could lead to health or safety problems. Attaining these goals all three sites in the Conservation Area will involve a maintenance approach that balances habitat values with human health and safety issues. For example, it is expected that emergent vegetation will require periodic thinning for mosquito abatement and flood control, but this will need to be done in consultation with a qualified biologist and outside of the bird nesting season to avoid violation of Federal and State laws that protect nesting birds.

Specific long-term objectives are as follows:

1. Regarding non-native invasive species, same objectives as the five-year criteria:
a. Average cover by non-native species with an invasive threat status of "Low" (as listed in California Invasive Plants Council's most recent database) is 10 percent or less of the area of each site.
b. Absence of high or moderately invasive species as listed in the Cal-PC database.

Examples include fennel and pampas grass.

2. With regard to native wetland vegetation, and riparian vegetation where surface water is present, cover will be maintained in the range of 70 to 80 percent; 100 percent cover and high density of marsh vegetation, especially bulrushes and cattails, is to be avoided in order to prevent clogging of drain inlets/ outlets, facilitate mosquito abatement, and avoid potential for flooding.

3. Native cover in the upland buffer area in the Restoration Area, outside of fuel modification zones below the residences, will be at least 75 percent.
revised 04/26/2021 6
LTHMP - Shorecliffs

MONITORING AND REPORTING PROGRAM
Periodic monitoring will be necessary after the 5-year period has ended in order to support the "good health in perpetuity" goal for the ecosystem. However, the frequency and intensity of such monitoring will depend on conditions at the end of the 5-year period. While annual monitoring indefinitely cannot be required of the project applicant, it is possible that special status plant and/or wildlife species may colonize the restored habitat areas, and the presence of such species could affect maintenance methods and schedules. Birds may establish nests, further affecting when and how maintenance is conducted.

Ideally, because of these variables, a long-term monitoring and reporting program would be prepared by a qualified biologist as part of their report submitted at the end of the fifth monitoring year.

However, estimation of long-term costs requires that some assumptions be made. For the purpose of this Plan we have assumed a maximum of once-annual monitoring for 10 years after the initial 5-year period by a qualified biologist during the peak of nesting season (generally April-May timeframe) to evaluate habitat conditions. Each monitoring visit to cover the entire Conservation Area would take no more than 2 days of 8 hrs each, including travel time. Results will be summarized in an annual letter report. Copies of all reports will be submitted to the City of San Clemente.

MAINTENANCE PROGRAM
The RMMMP provides details of a maintenance program for the Conservation Area for the first five years. Tasks include (but are not necessarily limited to) weed control, erosion control, trash removal, and inspection and cleaning of inlets and culverts. A qualified restoration ecologist will monitor the Conservation Area to ensure that maintenance tasks are completed as needed for health of the system.

CONTINGENCY MEASURES AND ADAPTIVE MANAGEMENT
The RMMMP specifies that if survivorship of container stock falls below 75 percent during the interim monitoring period, the plants will be replaced. However, recommendations for remedial planting will be based on data and observations of the monitoring biologist. For example, it is possible that factors outside of the control of the permittee, such as excessive damage by rodents or trampling from human intrusion, will contribute to plant mortality. If so, remedial planting would not be a viable solution and the monitoring biologist will be tasked with recommending alternative solutions.

Additional factors outside of the control of the permittee, such as vandalism, a spill of oil or other hazardous material, or fire could substantially affect habitat conservation goals and ability to achieve success criteria within a specified timeframe. For the purpose of this plan, "substantial effect" is defined as a factor or event that reduces average cover or survivorship of planted native vegetation by more than 20 percent of the success criterion in a given year OR reduces the probability of reaching the 5- year success criteria.

If any of the above occurs, the permittee will consult with a qualified biologist on developing measures to address the problems in a manner that will still achieve the overall goals for the Conservation Area: long- term health, self-sustainability as much as possible in an urban watershed, and co-existence with surrounding communities such that public health and safety are not compromised.

REFERENCES
Forde Biological Consultants (FBC), 2016a. Jurisdictional Delineation, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 2016b. Biological Assessment, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.
revised 04/26/2021 7
LTHMP - Shorecliffs
Forde Biological Consultants, 201 6c. Restoration, Mitigation, Monitoring, & Maintenance Plan, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 2016d. California Gnatcatcher (Polioptila californica) Survey. Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA.

Forde Biological Consultants, 201 6e. Least Bell's Vireo (Vireo bellii pusillus) Survey, Via Ballena Shorecliffs Golf Course Landslide Repair. Prepared for OC Re-Hab 1, North Tustin, CA. revised 04/26/2021 8
LTHMP - Shorecliffs
N
0 0.15 0.3
• Miles A
Camino de los Mares
Zone A Wetland
Zone B Adjacent Wetland
Upland
Off-Site Mitigation Site 1
Off-Site Mitigation Site 2
350 700
• Feet
Avenida Vaquero
Restoration Area
Avenida Vaquero
Calle Grande Vista
Ma Ballena
cowas Esi, Digitalslobe, GeEye, Earthstar Geographs, ONESIATES DE, USDA, USOS, ASOGRID, ISN, and the gistuser Community
Exhibit A. Site Locations within the Conservation Area
revised 04/26/2021 9

EXHIBIT E
Endowment Instructions

SHORECLIFFS CONSERVANCY

ENDOWMENT FUND INSTRUCTION AGREEMENT
for the
"Shorecliffs Golf Course Wetlands and Habitat Endowment Fund" THIS ENDOWMENT FUND INSTRUCTION AGREEMENT ("Agreement") is made and entered into April 17, 2024 ("Effective Date"), by and between the SHORECLIFFS CONSERVANCY, a California nonprofit public benefit corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("S") the City of San Clemente ("City"), and OC Re-Hab 1, LLC ("OC") and GC-8, LLC ("GC") (hereinafter OC and GC are referred to collectively as "Founder" or "Project Proponent").

RECITALS
A. Project Proponent executed a certain Open Space Maintenance Agreement with California Coastal Commission dated 4/26/2021 (the "Agency Agreement") regarding the appropriate management and maintenance of certain open space land and/or open space easements which total 12.09 acres (hereinaller referred to as the "Property"). Pursuant to the Agency Agreement, Project Proponent is responsible for the long-term stewardship costs of the Property in accordance with the requirements of that certain Long Term Habitat Management Plan for the Shorecliffs Wetland Conservation Area dated 4/26/2021 (LTHMP).

B. Pursuant to the Agency Agreement, the Project Proponent is obligated to create a fund in the amount of $748,000.00. Pursuant to the terms of a separate settlement agreement and terms of the conservation easement agreements for Shorecliffs Golf Course Site 1 and Shorecliffs Golf Course Sites 2 and 3 (collectively the "Conservation Easements"), City is funding the not-to-exceed principal amount of $748,000 to SC as the Endowment Holder to hold and manage said funds in accordance with the Conservation Easements and the Endowment Agreement and in accordance with all state and federal laws applicable to endowments for conservation easement purposes.

C. To facilitate the matters described in Recital B, Founder is entering into this Endowment Fund Instruction Agreement. Nothing in this Endowment Fund Instruction Agreement is intended to nor shall, nor be interpreted to, modify the stated purposes, terms, limitations, restrictions and/or legal requirements of the Conservation Easements and Endowment Agreement relating to management and use of the $748,000 principal funding amount. In the event of any conflicts between the terms of this Endowment Fund Instruction Agreement and the terms of the Conservation Easements and/or Endowment Agreement, the Conservation Easements and Endowment Agreement terms shall control.

NAME OF THE FUND
Founder hereby irrevocably transfers assets to SC to establish in SC the Shorecliffs Habitat Mitigation Fund (the "Fund"). SC may receive additional irrevocable gifts of property acceptable to SC from time to time from Founder and from any other source to be added to the Fund, all subject to the provisions hereof.

2. PURPOSE
Subject to the limitations of paragraph 4 below, the primary purpose of the Fund shall be to support the maintenance activities of the Shorecliffs Wetland Conservation Area.

Bank of America-Merrill Lynch shall be the initial advisor of the Fund ("Fund Advisor").

INVESTMENT OF FUNDS
SC shall have all powers necessary or desirable to carry out the purposes of the Fund, including, but not limited to, the power to retain, invest and reinvest the Fund in any manner within the "prudent person" standard and the power to commingle the assets of the Fund with those of other funds for investment purposes, subject, however, to the requirements of Sections 5231 and 5240 of the California Corporations Code and any other applicable laws now existing or hereafter enacted or amended. SC may accept investment recommendations from the Fund Advisor, if any; provided, however, that such recommendations from the Fund Advisor shall be solely advisory, and SC may accept or reject them, consistent with the standards of this paragraph. If the Fund Advisor fails to provide investment recommendations within ninety (90) days from the date of this Agreement, SC may invest the Fund's assets in Pool A (Short-Term Fixed Income).

4. DISTRIBUTEES
Subject to paragraph 6, principal and/or earnings allocated by SC to the Fund shall be distributed exclusively for the benefit of Shorecliffs Habitat Mitigation, consistent with and within the purposes and procedures of primarily i) the Conservation Easements and Endowment Agreement, and, secondarily, ii) SC as contained in its Articles of Incorporation and its Bylaws provided that the same are not in conflict with the terms of the Conservation Easements or the Endowment Agreement.

5. DISTRIBUTIONS
Distributions from the Fund shall be made from income and shall be made at such times and in such amounts as may be determined by the Board of Directors to cover the usual, customary and necessary expenses of maintaining the Shorecliffs Habitat as specified in Paragraph "A" herein. There shall be no requirement that all income be distributed each year; income may be accumulated and added to principal. Consistent with the foregoing, distributions shall be made for the benefit of activities of Shorecliffs Habitat Mitigation area for such distributees of the type described in paragraph 4, as may be designated by SC; provided, however, that the Fund Advisor of the Fund, if any, may from time to time submit to SC the names of distributees to which it is 2 recommended that distributions be made, which distributees shall not be other than those described in paragraph 4. All recommendations from the Fund Advisor shall be solely advisory, and SC may accept or reject them, applying reasonable standards and guidelines with regard thereto.

6. CONTINUITY OF THE FUND ANNUAL
The Fund shall continue so long as assets are available in the Fund and the purposes in the Fund can be served by its continuation. If the Fund is terminated for failure of either of the foregoing reasons, SC shall devote any remaining assets in the Fund exclusively for the benefit of Shorecliffs Habitat Mitigation or charitable purposes that (i) are consistent with the purposes of the Conservation Easements and Endowment Agreement, (ii) are within the scope of the charitable purposes of SC's Articles of Incorporation, and (iii) most nearly approximate, in the good faith opinion of the Board of Directors, the original purpose of the Fund.

7. NOT A SEPARATE TRUST
The Fund shall be for the benefit of Shorecliffs Habitat Mitigation, subject to the Conservation Easements and Endowment Agreement and the Articles of Incorporation and Bylaws of SC. All money and property in the Fund shall be assets of SC, and not a separate trust, and shall be subject only to the control of SC. Pursuant to Treasury Regulations, the Board of Directors of SC has the power "to modify any restriction or condition on the distribution of funds for any specified charitable purpose or to any specified organization if, in the sole discretion of the Board of Directors, such restriction or condition becomes unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the community or area served." Treas. Reg. §1.170A-9(f)(11)(v)(B) and (E).

8. ACCOUNTING
This Fund shall be accounted for separately and apart from other gifts to SC.

9. PROGRAM GUIDELINES
Founder acknowledges that he/she/it has reviewed and is familiar with the attached "Program Guidelines" and that the Fund will be administered in accordance with such guidelines.

10. MODIFICATION
This Agreement may only be modified by a written agreement executed by City and Founder.

11. COUNTERPARTS/ELECTRONIC SIGNATURES
This Agreement may be executed in any number of counterparts, which together shall constitute one and the same agreement. This Agreement may be executed 3 electronically with the same force and effect as an original, ink signature.

IN WITNESS WHEREOF, City and Founder hereby execute this Agreement as of the Effective Date.

CITY OF SAN CLEMENTE OC Re-Hab 1, LLC
By: By:

Andy Hall george Zeber
City Manager Sole Managing Membe
Date: Date:
4/9/2024
GC-8, LLC
Approved as to form:

By:

By:

Elizabeth A. Mitchell
City Attorney
Fah Sean Leong
By: Hon. James B. Copelan (Ret.)
Date: Attorney in Fact
Date:

Approved as to form:

Hon. James B. Copelan (Ret.), Attorney in Fact
Approved by the SHORECLIFFS CONSERVANCY on
By:

Hon. James B. Copelan (Ret.)
CEO
Attachments:

SHORECLIFFS CONSERVANCY Program Guidelines
4 electronically with the same force and effect as an original, ink signature.

IN WITNESS WHEREOF, City and Founder hereby execute this Agreement as of the Effective Date.

CITY OF SAN CLEMENTE OC Re-Hab 1, LLC
By: By:

Andy Hall George Zeber
City Manager Sole Managing Member
Date: Date:

Attest: Approved as to form:

By: By:

Laura Campagnolo NAME
City Clerk POSITION
Date: Date:

Approved as to form: GC-8, LLC
By: 11F
Elizabeth Mitchell City Attorney
By:

Fah Sean Leong
By: Hon. James B. Copelan (Ket.)
Attorney in Fact
Date: Date: 4-8-24
Hon. izmies B. Copelan (Rei,) Attomey in Fact
Approved by the SHORECLIFES CONSERVANCY on. 41-8-24
By: 2. St
Hon. James B. Copelan (Ret.)
CEO
Attachments:

SHORECLIFFS CONSERVANCY Program Guidelines
4 INVESTMENT RECOMMENDATION
"Shorecliffs Golf Course Wetlands and Habitat Endowment Fund" Fund Advisor Recommendation
As Fund Advisor to this Fund, I recommend the Fund's assets be invested in the following pool:
• Sustainable
• Short-term
• Intermediate-term
• Medium-term
• Long-term (Note that Funds invested in Long-term require a 90-day advance notice for grants of $100,000 or more)
Each of the investment pools above includes a money market component to allow for the liquidity needs of those funds participating in the pool. The asset allocation of the Sustainable, Short-term, Intermediate-term, Medium-term & Long-term Investment Pools varies from time-to-time. Information on the asset allocation of the Sustainable, Short-term, Intermediate-term, Medium-term & Long-term Investment Pools is available from SHORECLIFFS CONSERVANCY.

I understand that assets in Investment Pools Sustainable, Short-term, Medium-term & Long-term will experience both capital gains and capital losses according to market conditions. I understand that these recommendations are advisory and that SC has final authority over investment of its assets.

Bank of America - Merrill Lynch Date

SHORECLIFFS CONSERVANCY

PROGRAM GUIDELINES
Revised April 2024
SHORECLIFFS CONSERVANCY. SHORECLIFFS CONSERVANCY ("SC") represents and warrants that it is a California nonprofit public benefit corporation duly formed and existing and exempt from laxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("IRC"). SC represents and warrants that it is recognized as a public charity under IRC Sections 509(a)(1) and 170(b)(1)(A)(vi) and operates as a "community trust" under U.S. Treasury Regulations Section 1.170A- 9T(t)(11). All contributions to and assets of SC are subject to its Articles of Incorporation, Bylaws and Program Policies and remain subject to the terms of the Conservation Easements and Endowment Agreement. SC reserves the right to modify the terms and conditions of its Articles of Incorporation, Bylaws and Program Policies at any time so long as they do not conflict with the terms of the Conservation Easements and Endowment Agreement or result in SC's ineligibility to be the Endowment Holder.

2. Donor Advised Funds. As a community foundation, SC may establish for its donors a "donor advised fund," which is separately identified by reference to the donor or donors. The fund is owned and controlled by SC and the donor or persons appointed by the donor have the privilege of providing advice with respect to the fund's investments or distributions. Subject to the purposes and terms of the Conservation Easements and Endowment Agreement, SC has final authority over the distribution of all grants from its donor advised funds and reserves the right to decline or modify a grant recommendation that is not consistent with these policies or SC's charitable purposes. Gifts to a donor advised fund are irrevocable.

3. Other Funds. In addition to donor advised funds, SC also establishes funds (discussed below), agency funds (for the benefit of a specified charity), field of interest funds (for a specified charitable purpose) and habitat funds (to administer funds set aside to maintain ecological preserves). Gifts to these funds are irrevocable.

4. Fund Minimums. Generally, a minimum of $5,000 is required to establish an agency fund and $25,000 for all other funds.

5. Providing Grant Advice to Donor Advised Funds. Once a donor advised fund has been established and funded, the advisors) named in the agreement may recommend distributions to qualified charitable organizations. (SC staff will perform due diligence to verify that the organization is a current, qualified charity.) The following rules govern grant recommendations:
a. Minimums. Each recommended grant should be for
at least $500.00.
6 b. Procedure. Unless otherwise restricted as an
endowment, grants may be recommended out of the accumulated investment earnings, if any, of the principal funding amount. Grant recommendations can be made at any time during the year, except for designated endowment funds, which make distributions in March and/or September. A maximum of four (4) grants may be made per year trom Agency non-endowment funds. Recommendations can be submitted by mail, facsimile or electronic mail. Forms and instructions for making grant recommendations will be provided upon creation of a fund, as part of an advisor orientation process.

C. Grant Restrictions. The following restrictions apply to grants:
i. No Indirect Benefit. Grants from donor advised funds may not be used to secure any benefit from the grantee for the donor, the advisor or any persons related to them.
ii. Enforceable Pledges. Grants from donor advised funds may not be used to discharge or satisfy a charitable pledge or obligation that is legally enforceable against the donor or any other person.
iii. Event Tickets. Grants from donor advised funds may not be used to pay for goods or services of value received by the donor, advisor or their family members. For example, grants may not be used to support any charitable event, including fundraising dinners, concerts, auctions, or other benefit functions when the donor would receive a return benefit, such as the benefit of being able to attend a fundraising dinner or event. Further, no grants may be used to pay for any portion of a split or bifurcated disbursement to a charity. A split or bifurcated payment refers to the splitting of a payment to a charity, such as for tickets to an event, into two parts: the deductible portion and the non-deductible portion.

Giving to Individuals. Donors may not choose a specific individual to receive a benefit from a grant from a donor advised fund.

V. Prohibited Loans & Compensation. Donors, advisors or any related parties may not receive grants, loans, compensation or similar payments (including expense reimbursements) from donor advised funds. d. Restricted Organizations and Purposes. SC will not
approve grant recommendations that are for non-functionally integrated Type III supporting organizations; supporting organizations that provide support to organizations controlled by the donor, advisor or related persons; supporting organizations that are controlled by the donor, advisor, or related persons; private non-operating foundations; lobbying, political campaigns or other political activities; or any purpose that is not entirely charitable.
7 e. Remedial Action. SC will take remedial action if it discovers that grants have been made for improper purposes. Remedial actions may include, but are not limited to, a requirement that the recipient charity return the grant and/or termination of the donor's advisory privileges.
f. Anti-Terrorism Provisions. As part of the grant review process, SC checks all recommended grant recipients against the Treasury Department's List of Specially-Designated Nationals, other U.S. and foreign government watch lists, and the IRS list of organizations whose tax exemption has been suspended under IRC Section 501 (p). SC will not approve grant recommendations to organizations that appear on such lists.

6. Income and Estate Tax Deductions. SC does not provide any advice or assurance to its donors as to the income tax treatment of amounts deposited in a fund.

Donors are advised to seek independent advice as to such income tax treatment.

7. Investments. The fund advisors for endowment funds will have the assets invested in SC's Endowment pool. The fund advisors for non-endowment funds with assets in excess of $25,000 may recommend that the assets of the fund be invested in one of three investment pools (subject to liquidity requirements); information regarding the composition of each investment pool will be provided to the donor at the time the fund is established. Such recommendations are advisory, and SC has final authority over the investment of assets in its funds.

8. Fees and Costs. Each fund established at SC shall share a fair portion of the total administrative costs of SC. The administrative cost annually charged against each fund shall be determined in accordance with the then current fee policy of SC as the fee structure applicable to funds of its type. Administrative fees for charitable expenses will be negotiated and incurred based upon the complexity of the transaction. Charitable expenses apply exclusively to Field of Interest or Special Project Funds. In addition, upon receipt of assets upon the death of a donor, a onetime estate fee will be assessed in accordance with the then current fee policy of SC. Any costs to SC in accepting, transferring or managing property donated to SC for a fund shall also be paid from such fund.

9. Provision for Governing Law. These Program Policies, all fund agreements, and any program-related agreement executed by a Donor shall be governed by California law. All gift agreements are deemed to be entered into in the State of California, and all contributions to the SC are intended to be administered and managed in the State of California.

10. Confidentiality. All information concerning donors' or prospective donors' gifts, including names of beneficiaries, gift amounts, and other personal information shall be kept confidential unless permission is obtained from the donor to release such information or unless the release is required by law.
8 Active Fund Granting Policy. The SC Board of Directors believes that all donor- advised funds held by SC in excess of the "Shorecliffs Golf Course Wetlands and Habitat Endowment Fund" funded by the City of San Clemente for the habitat should regularly make grants to nonprofit organizations to improve quality of the environment in our region.