Att. 2 - Implementation Agreement for the Transfer of Transportation Corridor Agency Property in San Clemente.pdf

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City of San Clemente City Hall
910 Calle Negocio
San Clemente, California 92673
Attn: City Clerk
Space above this line for Recorder’s Use
This document is being recorded for the benefit of the
City of San Clemente and is exempt from the payment
of a recordation fee pursuant to Government Code
Sections 6103 and 27383.

APNS: 701-041-06, 701-041-52, 701-041-55, 701-041-58, 701-041-59, 701-041-62, 701-043- 07, 701-043-08, 701-043-09, and 701-341-02

IMPLEMENTATION AGREEMENT FOR THE TRANSFER OF TRANSPORTATION

CORRIDOR AGENCY PROPERTY IN SAN CLEMENTE
This IMPLEMENTATION AGREEMENT FOR THE TRANSFER OF

TRANSPORTATION CORRIDOR AGENCY PROPERTY IN SAN CLEMENTE (“AGREEMENT”) is entered into this ___ day of _______________, 2026 (“Effective Date”) by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), TALEGA MAINTENANCE CORPORATION, a California non-profit public benefit corporation (“TMC”), and TALEGA ASSOCIATES, LLC, a Delaware limited liability company (“Talega Associates”). The City, Talega Maintenance Corporation, and Talega Associates are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

R E C I T A L S
A. Talega Associates is the master developer of the Talega Master Planned Community/Specific Plan area in the City (the “Talega Development”).

B. TMC is the master homeowners’ association for the Talega Development, and, among other things, owns common area property and maintains facilities that serve or benefit the community in the Talega Development.

C. A condition of the Talega Development required that an irrevocable offer of dedication of certain real property for the anticipated alignment of the Foothill South Transportation Corridor (hereinafter referred to as the “Corridor Lands” and described more particularly below) be made to the Foothill/Eastern Transportation Corridor Agency (“FETCA”).

California Government Code Section 7050 provides that with the consent of the city, county, or city and county, as the case may be, an irrevocable offer of dedication may be granted for any public purpose: including but not limited to streets, highways, including access rights and abutter's Attachment 2
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rights, open space, public utility or other public easements, to be executed, acknowledged and recorded in the same manner as a conveyance of real property.

D. On May 9, 2006, Talega Associates and TMC executed an irrevocable offer of dedication to FETCA (the “IOD”). Talega Associates and TMC were collectively referred to as the “Offerors” in the IOD because, at that time, Talega Associates owned approximately 30.17 acres of the Corridor Lands and TMC owned approximately 0.42 acres of the Corridor Lands, and because the IOD also included a temporary construction easement over portions of property owned in fee by Talega Associates and TMC. FETCA accepted the conveyance of the Corridor Lands conveyed through the IOD on September 14, 2006.

E. The Corridor Lands, now owned in fee by FETCA, are located in the City of San Clemente, County of Orange, State of California, more particularly described in Exhibit “A”, which exhibit is attached hereto and incorporated herein fully by this reference.

F. The IOD described the “Character of Dedication” of the Corridor Lands as being “for all public purposes related to or in connection with the planning for, designing, construction, maintenance and use of the Toll Road or any street, highway or public thoroughfare which may be constructed on the Corridor Lands, which purposes shall include without limitation the following:
roadways, bridges, ramps, drainage and drainage pump facilities and access thereto, including without limitation transit ways and stations; open space, public utility or other public easements and improvements located therein; structures and other facilities used for construction, storage, and/or maintenance operations relating to any of the foregoing; and all other purposes permitted for (a) land which is to be part of the California Highway System as designated in the California Streets and Highway Code and (b) land which is designated as a street, highway or major arterial highway under the ordinances and general plan of Orange County and the city, if any, in which the Corridor Lands are located.”
G. The IOD contains limitations on the sale, lease, assignment, or transfer of all or any portion of the land to other parties for other uses, with certain exceptions. Under these limitations, Talega Associates and TMC have consent rights with respect to certain transfers of the Corridor Lands.

H. FETCA is considering transferring the Corridor Lands to the City on the condition that Talega Associates and TMC consent to the transfer.

I. All actions taken by City have been duly taken in accordance with all applicable legal requirements, including the California Environmental Quality Act (Public Resources Code Section 21000, et seq.) (“CEQA”), and all other requirements for notice, public hearings, findings, votes and other procedural matters.

J. On __ _____ , 2026, the City Council adopted Resolution No. ______ approving this Agreement, and determining that this Agreement is consistent with the City’s General Plan and the Talega Specific Plan, including the goals and objectives thereof..

K. On ___________, 2026, the TMC’s Board of Directors approved this Agreement.

L. On ___________, 2026, Talega Associates, LLC approved this Agreement. -3-
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M. City, Talega Associates and TMC have agreed to the terms and conditions under which City would accept, and Talega Associates and TMC would consent to, the conveyance of the Corridor Lands to City from FETCA. Those terms and conditions are set forth herein.

A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City, TMC, and Talega Associates do hereby agree as follows:

1. Defined Terms. Any capitalized terms contained in this Agreement which are not defined herein shall have the meaning given in the IOD, unless expressly provided to the contrary.

2. Termination. This Agreement shall commence as of the Effective Date and shall continue in force and effect until ____________. The termination date hereof is consistent with the anticipated date of completion of the terms set forth herein, which shall establish the rights and responsibilities of all Parties as contemplated by this Agreement and with respect to the Corridor Lands thereafter.

3. Consent to Transfer. Concurrent with the execution of this Agreement, TMC and Talega Associates shall each provide official notice of their individual consents to the transfer of the Corridor Lands to City by executing and delivering to City the consent form attached hereto as Exhibit “G”. This Agreement re-establishes the rights of TMC and Talega Associates, as they were contemplated under the IOD, as specified herein. Execution of this Agreement replaces the rights established in the IOD, and each of the Parties hereby consent to the removal of the recorded IOD, which shall be extinguished and of no further force or effect upon the satisfaction of the terms contained herein. Each of the Parties agrees to execute such instruments as may be necessary and proper to remove the recorded IOD from the chain of title with respect to the Corridor Lands upon the satisfaction of the terms contained herein.

4. Transfer of Corridor Lands to City. The terms of this Agreement are predicated on the transfer of the Corridor Lands by FETCA to the City as depicted on Exhibit “A”. All other terms of Agreement shall be null and void if the Corridor Lands are not transferred to the City within three (3) years of the Effective Date of this Agreement.

5. Subsequent Exchanges of Land.

5.1 Exchange of Land between Talega Associates and City. Within one hundred and twenty (120) days after City becomes the fee holder of the Corridor Lands, Talega Associates shall transfer to City the land identified as APN 701-043-07 and a portion of APN as 701-043-09 as described and depicted on Exhibit “B” attached hereto and fully incorporated herein by this reference in fee simple with no encumbrances except for those identified in the preliminary title report dated ___________ and as described in Section 8 below. The City shall transfer to Talega Associates a portion of the Corridor Lands identified as that portion of APN 701-041-62 as described and depicted on Exhibit “C” attached hereto and fully incorporated herein by this -4-
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reference in fee simple with no encumbrances except for those identified in the preliminary title report dated ___________ and as described in Section 8 below.

5.2 Exchange of Land Between City and TMC. Within one hundred and twenty (120) days after City becomes the fee holder of the Corridor Lands, City shall transfer to TMC three (3) parcels (APNs 701-041-06, 701-041-52, and 701-041-58), where the Talega Trail lies, and which are approximately two (2) acres together, in exchange for 1 (one) parcel upon which the City holds an easement for transportation purposes which is approximately one-half (.5) acres, APN 701-341-02, which TMC shall transfer to City in fee simple with no encumbrances except for those identified in the preliminary title report dated ___________ and as described in Section 8 below. The properties to be exchanged in this Section are shown in Exhibit “D” which is fully incorporated herein by this reference.

6. Addressing Existing Basin Maintenance. Contingent on timely receipt of any City, State or other governmental approvals required for such work, within one hundred and eighty (180) days after City becomes the fee holder of the Corridor Lands and the approximately three and a half (3.5) acre parcel where a portion of the Cristianitos Basin lies (APN 701-043-07), City, Talega Associates, and TMC shall complete the work identified in Exhibit “E” according to the responsibilities identified for each Party in that Exhibit. For items listed in Exhibit “E” that include shared responsibility between Talega Associates and TMC, TMC shall oversee and execute the cleanup and corrective work assigned to TMC and Talega Associates, either directly or through qualified contractors, consistent with the scope and standards set forth in Exhibit “E”. The costs associated with such shared-responsibility items shall be allocated between Talega Associates and TMC as follows: Talega Associates shall be responsible for two-thirds (2/3) of the total cost and TMC shall be responsible for one-third (1/3) of the total cost. Talega Associates shall reimburse TMC for its required two-thirds (2/3) share of such costs actually incurred within thirty (30) days after substantial completion of each task listed in Exhibit “E.”

7. Subsequent Maintenance of Basin. Within one hundred and twenty (120) days after the City verifies completion of the work required by Section 6 of this Agreement, TMC shall enter into a maintenance agreement with City to establish and assume maintenance responsibilities of the Cristianitos Basin, as that facility is identified and not including the hillside adjacent to the Basin, which maintenance agreement is attached hereto as Exhibit “F”, which is fully incorporated herein by this reference (the “Maintenance Agreement”). TMC shall be responsible for the maintenance of the Cristianitos Basin in perpetuity. Notwithstanding any contrary language in Exhibit “F,” TMC’s maintenance obligations are subject to the following: (i) City will remain responsible for all structural repairs and capital replacements (ii) City will reimburse TMC annually for any extraordinary storm-related cleanup costs exceeding ten-thousand dollars ($10,000) in any calendar year with 2026 as a base year and adjusted annually by the Los AngelesLong Beach-Anaheim (LA-LB-A) regional index Consumer Price Index (CPI); and (iii) the Maintenance Agreement attached as Exhibit “F,” and any obligations of TMC for maintenance of the Cristianitos Basin, shall be based on the Basin’s current function as a facility serving properties within the physical limits of the TMC Master Planned Community. In the event the Basin is modified or converted to operate as a regional facility serving additional properties beyond the TMC Master Planned Community, TMC’s maintenance obligations shall be equitably adjusted to be proportional to the extent of benefit and service provided to TMC-served properties, with maintenance responsibilities for any additional service areas to be allocated accordingly and the -5-
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parties will work in good faith to document such change in an amendment to the Maintenance Agreement.

8. Use Restrictions/Easements on Exchanged Property.

8.1 Additional Restrictions and Easements. In addition to all recorded matters of title applicable to the parcels to be exchanged pursuant to Section 5 above, additional easements and restrictions shall be placed on the parcels at the time of the exchange, as set forth below.

8.2 Restrictions/Easement on Parcel Conveyed to Talega Associates. City shall include a covenant/deed restriction prohibiting, in perpetuity, the use of the parcel conveyed to Talega Associates as identified in Exhibit “C”, or any portion of it, as a battery storage facility or for any other non-open space use with the exception of housing. While use of the parcel as housing is not prohibited and may be legally established in the future, nothing in this Agreement shall be construed to indicate, explicitly or implicitly, or imply in any way that housing is an allowed use of the parcel conveyed to Talega Associates as identified in Exhibit “C”, or any portion of it.

Talega Associates would need to obtain any and all necessary entitlements to utilize all or a portion of the parcel identified in Exhibit “C” for housing and comply with applicable regulations, but the deed restriction will not prohibit use for housing development.

8.3 Restrictions/Easement on Parcels Conveyed to TMC. For the parcels conveyed to TMC as identified in Exhibit “D”, City shall reserve easements for: (1) trail, and trail parking, purposes in the general location of the portion of the Talega Trail that currently exists on these properties, (2) right-of-way for street and vehicular/road-way accessin the area contemplated for the extension of Cristianitos Road as shown in IOD Exhibit “A-1”, page 4, which occurs over APNs 701-041-06 and 701-041-52; and (3) access easements over APN 701-041-06 and APN 701-041-58, which may be conveyed to others, for the purposes of ingress and egress to APN 701- 041-62.

8.3.1 Maintenance of Trail Easement. City will remain responsible for all structural maintenance, liability, and insurance for the public trail within the trail easement reserved on the parcels conveyed to TMC. TMC’s responsibility is limited to landscape maintenance only (e.g., mowing, irrigation, and minor trimming).

8.3.2 Indemnity. City will defend, indemnify, and hold harmless TMC and its Directors and agents, from any and all claims, damages, and/or liability, including attorney’s fees, arising from public use of the trail easement or the access easements reserved hereunder except to the extent caused by TMC’s negligent, intentional, reckless or illegal acts or omissions.

8.4 Restrictions on Parcels Conveyed to City. Talega Associates shall ensure that the habitat and conservation values contained within the two parcels (APNs 701-043-07 and 701-043-09) conveyed to City are protected by including a deed restriction on each of the parcels in substantially the form attached hereto as Exhibit “H” which is fully incorporated herein by this reference. City shall reserve an access easement for TMC over portions of APNs 701-041-62 and 701-041-55, where the Talega Trail lies, for ingress and egress for the purpose of trail and landscape maintenance.
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9. Miscellaneous.

9.1 Force Majeure. The obligations of any of the Parties hereunder shall not be deemed to be in default where delays are due to any cause without fault and beyond the reasonable control of such Party, including to the extent applicable, the following: any act of God, fire, flood, natural catastrophe, labor dispute or strike or shortage, national or state emergency, epidemic or pandemic, insurrection, riot, act of terrorism, war, or act of government. If written notice of such delay is provided to the other Parties within a reasonable time after the commencement of such delay, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon by the Parties in writing.

9.2 Waivers and Amendments. All waivers of any of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged.

A waiver of the breach of the covenants, conditions or obligations under this Agreement by any Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of all the Parties.

9.3 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or more parties has been materially altered or abridged by such holding.

9.4 Notices. Any notice or communication required hereunder between the Parties must be in writing and may be given either personally or by registered or certified mail, return receipt requested, or by telecopier or facsimile transmission provided that the original of the notice is concurrently delivered by regular mail. If given by registered or certified mail, the same shall be deemed to have been given and received on the date of actual receipt by the addressee designated hereinbelow as the party to whom the notice is sent. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. If delivered by facsimile transmission, a notice shall deemed to have been given and received on the date of receipt. A Party hereto may at any time, by giving ten (10) days’ written notice to the other Parties hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:

If to City: City of San Clemente City Hall
910 Calle Negocio
San Clemente, California 92673
Attn: City Clerk
Telephone: (949) 361-8322
Telecopy: (949) 361-8316
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With a copy to:

If to Talega Associates:

With a copy to:

If to Talega Maintenance
Corporation:

With a copy to:

Burke, Williams & Sorensen, LLP
444 South Flower Street, 40th Floor
Los Angeles, CA 90071-2942
Attn: Elizabeth A. Mitchell, Esq.

Telephone: (213) 236-0600
Telecopy: (213) 236-2700
Talega Associates, LLC
c/o Lennar Homes of California-Coastal Division
2000 Fivepoint, Suite 365
Irvine, CA 92618
Attn: Brian K. Bencz
Telephone:

Telecopy:

Mark R. McGuire Attorney at Law
2311 Calle Las Palmas
San Clemente, CA 92672
Attn: Mark R. McGuire, Esq.

Telephone: (949) 584-1126
Telecopy: (949) 492-8818
Talega Maintenance Corporation
100 Calle Altea
San Clemente, California 92673
Attn: Executive Director
Telephone: (949) 361-8466
Telecopy: N/A
Delphi Law Group, LLP
5868 Owens Avenue, Suite 200
Carlsbad, California 92008
Attn: James R. McCormick, Jr., Esq.

Telephone: (844) 433-5744
Telecopy: (760) 820-2696

9.5 Applicable Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California and venue shall be set exclusively in the superior court of the State of California located in the County of Orange. Each of the Parties waives their right to contest jurisdiction or venue of said court and waives their right to remove any action pursuant to California Code of Civil Procedure section 394.

9.6 Mutual Drafting. Each of the Parties acknowledges and agrees that they had equal parts in the drafting of this Agreement and the ability to consult with their own attorney.

Therefore, there was no one drafter of this Agreement and the presumption against the drafter shall not apply.
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9.7 Execution of Additional Documents. Each of the Parties covenants to exercise good faith in negotiating, executing and delivering such other and further documents as may be necessary to accomplish the purposes set forth in this Agreement. Each Party shall be responsible for the preparation, at its sole cost and expense, of all legal descriptions, surveys, deeds, title reports, and other conveyance or transfer documents necessary to effectuate the transfer of the real property interests that it is conveying to another Party pursuant to this Agreement, as described herein.

9.8 Document Delivery and Recording.

9.8.1 Submission of Documents. Each Party shall deliver final, executed recordable documents in forms agreed to among the Parties pursuant to section 9.7 or as otherwise required under this Agreement to the City Clerk who shall process such documents for recordation in the order and manner contemplated by this Agreement.

9.8.2 No Fiduciary Duties. In performing its duties under this Section, neither the City nor its employees, agents or representatives assume any fiduciary duty, title responsibility, or obligation to verify the legal sufficiency, accuracy, or completeness of documents submitted by the Parties, or any other duty beyond ensuring that documents received are delivered to the County Recorder’s Office for recordation.

9.8.3 Effectiveness of Recordation. Any document recorded pursuant to this Agreement shall be deemed effective upon recordation by the County Recorder, unless otherwise expressly provided herein.

9.9 Covenant Running with the Land. The obligations set forth in this Agreement shall constitute a covenant running with the land and shall be binding upon each of the Parties and their respective successors and assigns.

9.10 Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute one complete agreement.

9.11 Authority. The persons executing this Agreement on behalf of the Parties hereto represent and warrant that they are duly authorized to execute this Agreement on behalf of said Parties, that by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement, and that they will indemnify the other Parties hereto should such representation prove false.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, City, TMC and Talega Associates have executed this Agreement as of the date first written above.
“CITY”
CITY OF SAN CLEMENTE, a California
municipal corporation
By:

Andy Hall, City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

Elizabeth A. Mitchell, City Attorney
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“TMC”
Talega Maintenance Corporation, a California
non-profit public benefit corporation
By: _______________________________
Name: Philip Harris
Title: President
Date: _____________________________
By: _______________________________
Name: Serge Jonnaert
Title: Vice President
Date: _____________________________
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“TALEGA ASSOCIATES”
Talega Associates LLC,
a Delaware limited liability company
By: Standard Pacific Investment, LLC, a
Delaware limited liability company
Its: Managing member
By: CalAtlantic Group, LLC, a Delaware
limited liability company
Its: Managing member
By: Lennar Corporation, a Delaware
corporation
Its: Managing member
By:
_______________________________
Name: Brian Bencz
Its: Authorized Agent
Date: __________________________
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STATE OF CALIFORNIA )
) ss

COUNTY OF )
On , before me, ,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Notary Public
[SEAL]

STATE OF CALIFORNIA )
) ss

Witness my hand and official seal.

Notary Public
[SEAL]
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STATE OF CALIFORNIA )
) ss

Witness my hand and official seal.

Notary Public
[SEAL]
EXHIBIT “A”

LEGAL DESCRIPTION OF THE PROPERTY
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“Corridor Lands”
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EXHIBIT “B”
Property Transferred to City from Talega Associates
Legal Description of APN 701-043-07: N TR 13872 BLK LOT 3 TR NO 13872 LOT 3 POR OF LOT
Legal Description of APN 701-043-09: N TR 13872 BLK LOT 3 TR NO 13872 LOT 3 POR OF LOT. Note: The area depicted herein is shown as an approximation only, reflecting that portion of APN 701-043-09 located outside the City of San Clemente Housing Overlay District. Prior to conveyance, the precise boundaries of the conveyed portion shall be established by a licensed land surveyor through the preparation of a metes and bounds legal description.

APN 701-043-07
Portion of APN
701-043-09
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EXHIBIT “C”
Property Transferred to Talega Associates from City
Legal Description of APN 701-041-62: N TR 13872 BLK LOT 4 TR NO 13872 LOT 4 POR OF LOT. Note: The area depicted herein is shown as an approximation only, reflecting the 8.46-acre portion of APN 701-041-62 to be conveyed to Talega Associates. Prior to conveyance, the precise boundaries of the conveyed portion shall be established by a licensed land surveyor through the preparation of a metes and bounds legal description.

Portion of
APN 701-041-62
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EXHIBIT “D”
Property Transferred Between Talega Maintenance Corporation and City APN 701-341-02
to City
APN 701-041-06 to
TMC
APN 701-041-58 to
TMC
APN 701-041-52 to
TMC
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EXHIBIT “D”, Continued
Legal Description of APN 701-041-52: N TR 13898 BLK LOT D TR NO 13898 LOT D POR

OF LOT AND POR OF LOT C
Legal Description of APN 701-041-06: N TR 13872 BLK LOT G TRACT 13872 LOT G POR OF LOT
Legal Description of APN 701-041-58: N TR 13872 BLK LOT 4 TR NO 13872 LOT 4 POR OF LOT
Legal Description of APN 701-341-02: N TR 13899 BLK LOT C EXHIBIT “E”
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CRISTIANITOS BASIN SHORT-TERM MAINTENANCE TASKS
Task Description Purpose Effort/Equipment Responsible Party(ies) 1 Preliminary
Vegetation
Management
Cut and clear vegetation along access road,
at storm drain outlets (into basin), and at
low-flow and flood control outlet structures.

Improve access,
allow clear work area
and inspection.

Crew for 1 day with
hand and power tools
and truck or chipper.

City of San Clemente
2 Rehabilitate
Low Flow
Outlet and
Remove
Accumulated
Sediment
Excavate and remove gravel and deposited
sediment within 6 foot radius of low flow
outlet. Replace with clean gravel to design
condition.

Remove accumulated sediment at low point
of basin (assumed approximately 5,000 sq.
ft. at average depth of 12”).

Restore low flow
capacity of outlet
structure and storage
capacity for water
quality volume.

Crew for 2-3 days with
hand tools and mini
excavator, 1 truck load
of gravel, haul off and
dispose of spoils.

Talega Maintenance
Corporation (1/3 of cost)
and Talega Associates (2/3
of cost)
3 Rehabilitate
Water
Quality and
Flood
Control
Outlet
(As Needed)
Inspect outlet riser including trash racks,
orifice, overflow, and connection to low
flow outlet. Repair/replace components as
needed. Remove accumulated sediment and
debris.

Restore wet weather
and flood control
flow capacity of
outlet structure.

Crew for ½-1 day,
Misc Materials, Vactor
Truck (as needed)
Talega Maintenance
Corporation (1/3 of cost)
and Talega Associates (2/3
of cost)
4 Selective
Vegetation
Management
and Debris
Removal
Remove low lying vegetation (cut down to
18 inches) as needed to allow removal of
accumulated debris (assumed ~50% of
basin, approx. 1 acre). Remove debris,
including floatable woody debris.

Remove debris and
potentially floatable
material that could
damage or clog
outlets.

Crew for 2-3 days with
hand, power tools, and
equipment as needed.

Talega Maintenance
Corporation (1/3 of cost)
and Talega Associates (2/3
of cost)
5 Biological
Monitoring
Onsite biologist to monitor for sensitive
species
Avoid impacts 1 Biologist for 1 week Talega Maintenance Corporation (1/3 of cost)
and Talega Associates (2/3
of cost)
EXHIBIT “F”
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CRISTIANITOS BASIN MAINTENANCE RESPONSIBILITIES

AGREEMENT
This CRISTIANITOS BASIN MAINTENANCE RESPONSIBILITIES AGREEMENT (“AGREEMENT”) is entered into this ___ day of _______________, 2026 (“Effective Date”) by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and TALEGA MAINTENANCE CORPORATION, a California non-profit public benefit corporation (“TMC”), in furtherance of the transfer and ongoing use of property associated with the Cristianitos Basin as described in that certain IMPLEMENTATION AGREEMENT FOR THE

TRANSFER OF TRANSPORTATION CORRIDOR AGENCY PROPERTY IN SAN CLEMENTE, dated effective ____________, 2026.

1. Purpose. The purpose of this AGREEMENT is to clearly define the respective maintenance, repair, and replacement responsibilities for the Cristianitos Basin, a regional stormwater detention and flood control facility, in a manner consistent with the Talega Basin Maintenance Manual (March 2005) (“Maintenance Manual”), while allocating long-term responsibilities between TMC and City.

2. Applicable Facility. This AGREEMENT applies exclusively to the Cristianitos Basin, as identified and described in Section 15-1 of the Talega Basin Maintenance Manual, and depicted in Appendix 1 thereto, which is, incorporated herein fully by reference. No other basins or facilities governed by the Maintenance Manual are subject to this AGREEMENT and this AGREEMENT shall specifically not include or cover the hillside and its drainage facilities adjacent to the Cristianitos Basin.

3. Maintenance Standards. All maintenance activities performed pursuant to this AGREEMENT shall be conducted in substantial conformance with:
• The Talega Basin Maintenance Manual (March 2005), as it relates to the Cristianitos Basin;
• Applicable local, state, and federal laws and regulations; and • Best management practices for stormwater, flood control, and vegetation maintenance.

In the event of a conflict between this AGREEMENT and the Maintenance Manual, this AGREEMENT shall control with respect to allocation of responsibility.

4. TMC Maintenance Responsibilities
a. Scope of Maintenance. TMC shall be responsible, at its sole cost and expense, for the routine, operational, and non-structural maintenance of the Cristianitos Basin in perpetuity, including but not limited to:
• Vegetation management, mowing, trimming, weed control, and debris removal;
EXHIBIT “F”
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• Sediment monitoring and routine sediment removal as identified in the Maintenance Manual;
• Trash, litter, and minor obstruction removal;
• Maintenance of access routes, gates, fencing, and signage (excluding structural elements);
• Erosion repair and slope maintenance for the area indicated on Appendix 2 of AGREEMENT, and that does not involve structural failure, and/or maintenance or repair of any structural components; • Storm related cleanup costs not exceeding ten thousand dollars ($10,000) in any calendar year with 2026 as a base year and adjusted annually by the Los Angeles-Long Beach-Anaheim (LA-LB-A) regional index Consumer Price Index (CPI). City will timely reimburse TMC for reasonable storm-related costs that exceed this annual cost; and
• Inspections and reporting required under the Maintenance Manual. b. Duration of Obligation. TMC’s maintenance obligations shall continue in perpetuity, unless and until modified pursuant to Section 7 of this AGREEMENT.

5. City Structural Responsibilities. Notwithstanding any other provision of this AGREEMENT:
• TMC shall have no responsibility for the repair, replacement, rehabilitation, or reconstruction of structural elements of the Cristianitos Basin. • The City shall assume sole responsibility for all of the following structural components of the Cristianitos Basin:
o Basin embankments and structural slopes;
o Outlet works, control structures, and hydraulic infrastructure; o Energy dissipation structures; and
o Any structural failures, deficiencies, or required capital improvements.

Structural responsibilities shall include evaluation, design, permitting, funding, and construction of repairs or replacements. City Structural Responsibilities shall not include maintenance activities necessary to ensure continued and compliant operations under the Maintenance Manual for the Cristianitos Basin.

EXHIBIT “F”
4935-4685-1467 v1

6. No City Reimbursement. Except as expressly provided herein, the City shall have no obligation to reimburse TMC for routine or non-structural maintenance costs incurred by TMC under this AGREEMENT.

7. Future Right-of-Way and/or Basin Modifications. If the Cristianitos Basin is converted to a regional facility or otherwise modified to serve property outside of the TMC Master Planned Community, TMC’s maintenance obligations shall be equitably adjusted to be proportional to the extent of benefit and service provided to TMC-served properties, with maintenance responsibilities for any additional service areas to be allocated accordingly and documented by the Parties in a written amendment to this Agreement. In the event that the Cristianitos Basin is modified, partially removed, or reconfigured to accommodate future roadway, right-of-way, or public infrastructure improvements, the Parties agree as follows:
• Maintenance responsibilities shall be reassessed at that time; provided, however, that unless and until maintenance responsibilities are expressly reassigned or transferred as part of such future roadway, right-of-way, or public infrastructure improvements, TMC is anticipated to continue to be responsible for maintenance subsequent to any modifications, partial removals, or reconfigurations of the Cristianitos Basin, at least to the extent set forth in this AGREEMENT;
• The Parties shall negotiate in good faith an amendment or replacement agreement addressing revised maintenance and ownership responsibilities if warranted; and • If and until such reassessment occurs, this AGREEMENT shall remain in full force and effect.

8. No Transfer of Ownership. Nothing in this AGREEMENT shall be construed as transferring ownership of the Cristianitos Basin or any structural components thereof to TMC. Ownership and ultimate control of structural elements shall remain with the City unless otherwise expressly conveyed by recorded instrument.

9. Covenant Running with the Land. The obligations set forth in this AGREEMENT shall constitute a covenant running with the land and shall be binding upon TMC and its successors and assigns.

10. No Third-Party Beneficiaries. This AGREEMENT is for the benefit of the City and TMC only and creates no rights in any third party.

11. Force Majeure. The obligations of any of the Parties hereunder shall not be deemed to be in default where delays are due to any cause without fault and beyond the reasonable control of such Party, including to the extent applicable, EXHIBIT “F”
4935-4685-1467 v1
the following: any act of God, fire, flood, natural catastrophe, labor dispute or strike or shortage, national or state emergency, epidemic or pandemic, insurrection, riot, act of terrorism, war, or act of government. If written notice of such delay is provided to the other Parties within a reasonable time after the commencement of such delay, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon by the Parties in writing.

12. Waivers and Amendments. All waivers of any of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. A waiver of the breach of the covenants, conditions or obligations under this Agreement by any Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of all the Parties.

13. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or more parties has been materially altered or abridged by such holding.

14. Notices. Any notice or communication required hereunder between the Parties must be in writing and may be given either personally or by registered or certified mail, return receipt requested, or by telecopier or facsimile transmission provided that the original of the notice is concurrently delivered by regular mail. If given by registered or certified mail, the same shall be deemed to have been given and received on the date of actual receipt by the addressee designated hereinbelow as the Party to whom the notice is sent. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. If delivered by facsimile transmission, a notice shall deemed to have been given and received on the date of receipt. A Party hereto may at any time, by giving ten (10) days’ written notice to the other Parties hereto, designate any other address in substitution of the address to which such notice or communication shall be given.

Such notices or communications shall be given to the Parties at their addresses set forth below:

EXHIBIT “F”
4935-4685-1467 v1
If to City:

With a copy to:

If to Talega Maintenance
Corporation:

With a copy to:

City of San Clemente City Hall
910 Calle Negocio
San Clemente, California 92673
Attn: City Clerk
Telephone: (949) 361-8322
Telecopy: (949) 361-8316
Burke, Williams & Sorensen, LLP
444 South Flower Street, 40th Floor
Los Angeles, CA 90071-2942
Attn: Elizabeth A. Mitchell, Esq.

Telephone: (213) 236-0600
Telecopy: (213) 236-2700
Talega Maintenance Corporation
100 Calle Altea
San Clemente, California 92673
Attn: Executive Director
Telephone: (949) 361-8466
Telecopy: N/A
Delphi Law Group, LLP
5868 Owens Avenue, Suite 200
Carlsbad, California 92008
Attn: James R. McCormick, Jr., Esq.

Telephone: (844) 433-5744
Telecopy: (760) 820-2696

15. Applicable Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California and venue shall be set exclusively in the superior court of the State of California located in the County of Orange. Each of the Parties waives their right to contest jurisdiction or venue of said court and waives their right to remove any action pursuant to California Code of Civil Procedure section 394.

16. Mutual Drafting. Each of the Parties acknowledges and agrees that they had equal parts in the drafting of this Agreement and the ability to consult with their own attorney. Therefore, there was no one drafter of this Agreement and the presumption against the drafter shall not apply.

EXHIBIT “F”
4935-4685-1467 v1

17. Execution of Additional Documents. Each of the Parties covenants to exercise good faith in negotiating, executing and delivering such other and further documents as may be necessary to accomplish the purposes set forth in this Agreement.

18. Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute one complete agreement.

19. Authority. The persons executing this Agreement on behalf of the parties hereto represent and warrant that they are duly authorized to execute this Agreement on behalf of said Parties, that by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement, and that they will indemnify the other Parties hereto should such representation prove false. [SIGNATURES ON FOLLOWING PAGE]
EXHIBIT “F”
4935-4685-1467 v1
IN WITNESS WHEREOF, City and TMC have executed this Agreement as of the date first written above.
“CITY”
CITY OF SAN CLEMENTE, a California
municipal corporation
By:

Andy Hall, City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

Elizabeth A. Mitchell, City Attorney
EXHIBIT “F”
4935-4685-1467 v1
“TMC”
Talega Maintenance Corporation, a California
non-profit public benefit corporation
By: _______________________________
Philip Harris, President
Date: _____________________________
By: _______________________________
Serge Jonnaert, Vice President
Date: _____________________________
EXHIBIT “F”
4935-4685-1467 v1

STATE OF CALIFORNIA )
) ss

Witness my hand and official seal.

Notary Public
[SEAL]
EXHIBIT “F”
4935-4685-1467 v1

STATE OF CALIFORNIA )
) ss

Witness my hand and official seal.

Notary Public
[SEAL]
EXHIBIT "F" - EXHIBIT "F" - APPENDIX 1

EXHIBIT “F”
4935-4685-1467 v1
APPENDIX 2
EXHIBIT “G”

CONSENT TO TRANSFER OF CORRIDOR LANDS
This Consent to Transfer (“Consent”) is executed pursuant to that certain Implementation Agreement for the Transfer of Transportation Corridor Agency Property in San Clemente (“Agreement”), by and among the City of San Clemente, Talega Maintenance Corporation, and Talega Associates, LLC, dated effective_________, 2026.

CONSENT
The undersigned hereby acknowledges that it is an original offeror under that certain Irrevocable Offer of Dedication dated May 9, 2006 (the “IOD”), in favor of the Foothill/Eastern Transportation Corridor Agency (“FETCA”), concerning the real property commonly referred to as the “Corridor Lands,” defined in the IOD and located within the City of San Clemente. The undersigned hereby also acknowledges that Talega Associates, LLC, a Delaware limited liability company, and Talega Maintenance Corporation, a California non-profit public benefit corporation, are the only offerors of the IOD, and no other entities or successors with any consent rights under the IOD exist.

Pursuant to the terms of the Agreement, and any consent rights retained under the IOD, the undersigned hereby consents to the transfer of the Corridor Lands by FETCA to the City of San Clemente, subject to and in accordance with the terms and conditions set forth in the Agreement.

This Consent is given voluntarily, is intended to satisfy any and all applicable consent requirement under the IOD, and shall be effective upon execution. Except as expressly stated herein, this Consent does not amend, expand, or waive any other rights or obligations set forth in the Agreement. The persons providing this Consent on behalf of the parties hereto represent and warrant that they are duly authorized to execute this Agreement on behalf of said parties, that by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement, and that they will indemnify the other parties hereto should such representation prove false.

IN WITNESS WHEREOF, the undersigned has executed this Consent as of the date set forth below.
“TMC”
Talega Maintenance Corporation, a California non-profit public benefit corporation By: _______________________________
Name: Philip Harris
Title: President
Date: _____________________________
4935-4685-1467 v1
EXHIBIT “G”
By: _______________________________
Name: Serge Jonnaert
Title: Vice President
Date: _____________________________
[OR]
“TALEGA ASSOCIATES”
Talega Associates LLC,
a Delaware limited liability company
By: Standard Pacific Investment, LLC, a Delaware limited liability company Its: Managing member
By: CalAtlantic Group, LLC, a Delaware limited liability company Its: Managing member
By: Lennar Corporation, a Delaware
corporation
Its: Managing member
By:_______________________________
Name: Brian Bencz
Its: Authorized Agent
Date: __________________________
EXHIBIT “G”

STATE OF CALIFORNIA )
) ss

Witness my hand and official seal.

Notary Public
[SEAL]
EXHIBIT “H”
City of San Clemente City Hall
910 Calle Negocio
San Clemente, California 92673
Attn: City Clerk
Space above this line for Recorder’s Use
This document is being recorded for the
benefit of the City of San Clemente and is
exempt from the payment of a recordation fee
pursuant to Government Code Sections 6103
and 27383.

APNS: _701-043-07 [OR] 701-043-09

DEED RESTRICTION AND CONSERVATION COVENANT
This Deed Restriction and Conservation Covenant (“Restriction”) is made as of ____________, 2026, by TALEGA ASSOCIATES, LLC, a Delaware limited liability company (“Talega Associates”), as owner of the real property described below and in accordance with that certain

IMPLEMENTATION AGREEMENT FOR THE TRANSFER OF TRANSPORTATION CORRIDOR AGENCY PROPERTY IN SAN CLEMENTE dated effective ____________, 2026 (the “Implementation Agreement”).

RECITALS
A. Talega Associates is the fee owner of certain real property located in the City of San Clemente, County of Orange, State of California, identified generally as APNs 701-043-07 [OR] 701-043-09 (“Property”).

B. The Property is one of the parcels identified in Exhibit “B” to the Implementation Agreement.

C. Section 8.4 of the Implementation Agreement requires that the Property be encumbered by a deed restriction to preserve its habitat, biological, and conservation values in perpetuity.

D. Talega Associates desires to impose binding land-use restrictions on the Property to ensure that the Property remains substantially in its natural condition and is preserved primarily for open space, habitat protection, and conservation purposes.

PROPERTY SUBJECT TO RESTRICTION
The Property subject to this Restriction is described in Appendix “A”, attached hereto and incorporated fully herein by reference.

1. PURPOSE. The purpose of this Restriction is to permanently preserve and protect the natural habitat, wildlife resources, biological communities, scenic open space, and conservation EXHIBIT “H”
values of the Property. The Property contains environmentally sensitive habitat areas, natural landforms, and native vegetation that contribute to regional ecological integrity, wildlife movement, and open space preservation. This Restriction is intended to prevent uses or activities that would materially impair, degrade, fragment, or destroy such conservation values, while allowing limited activities consistent with long-term stewardship and ecological health.

2. PERMITTED USES. The following uses are permitted on the Property, provided that they are conducted in a manner that is consistent with the purposes of this Restriction and applicable laws:
a. Passive open space use, including limited pedestrian access provided by existing trails;
b. Habitat preservation, enhancement, and ecological restoration; c. Biological, environmental, and scientific monitoring, surveys, and studies; d. Vegetation management activities, including invasive species removal and fuel modification conducted for ecological health or wildfire risk reduction, and may include grazing services to conduct such work;
e. Maintenance, repair, and replacement of existing or approved trails, drainage facilities, erosion control features, and similar improvements; [FOR APN 701- 043-07: INCLUDE POTENTIAL RECONFIGURATION OF CHRISTIANITOS BASIN]
f. Installation and maintenance of signs identifying conservation areas or providing regulatory or interpretive information; and
g. Access by public agencies or authorized representatives for inspection, monitoring, maintenance, and emergency response purposes.

3. PROHIBITED USES. Except as expressly permitted above, the following uses and activities are prohibited in perpetuity:
a. Residential, commercial, industrial, institutional, or additional recreational development beyond the existing pedestrian trails;
b. Construction or placement of buildings, structures, roads, utilities, or improvements, except those expressly permitted;
c. Grading, excavation, dredging, filling, or alteration of natural landforms or drainage patterns;
d. Mining, drilling, or extraction of minerals, soils, or other materials; e. Storage, disposal, or release of hazardous substances or waste; f. Introduction of non-native or invasive plant or animal species; EXHIBIT “H”
g. Agricultural activities, grazing, or commercial plant production, except for wildfire abatement activities;
h. Any activity that would degrade habitat quality, disturb wildlife, fragment habitat corridors, or materially alter the natural condition of the Property, except to the extent necessary to prevent wildfires.

4. DURATION. This Restriction is perpetual and shall run with the land and be binding on all present and future owners, tenants, lessees, licensees, and occupants of the Property.

5. ENFORCEMENT. The City of San Clemente (“City”) shall have the exclusive right, but not the obligation, to enforce the terms, covenants, and restrictions set forth in this Restriction. Enforcement may be exercised by the City by any lawful means, including, without limitation, injunctive relief, specific performance, administrative enforcement, and actions to require restoration of the Property to its condition prior to any violation.

No failure or delay by the City in exercising any right or remedy under this Restriction shall be deemed a waiver of the City’s right to do so, nor shall any single or partial exercise of a right or remedy preclude any other or further exercise thereof. The City’s enforcement rights shall be cumulative and in addition to any other remedies available at law or in equity.

In the event of a violation of this Restriction by any person or entity, the City may require the responsible party to restore the Property, at that party’s sole cost and expense, to a condition consistent with the conservation purposes of this Restriction, as determined by the City in its reasonable discretion. In any action by the City to enforce the terms of this Restriction, the prevailing party shall be entitled to recover their costs, including reasonable attorney fees.

6. AMENDMENT. This Restriction may be amended or terminated only by a recorded instrument approved by Talega Associates, their successors, and/or, where applicable, by the City of San Clemente.

7. GOVERNING LAW. This Restriction shall be governed by and construed in accordance with the laws of the State of California.
[SIGNATURES ON FOLLOWING PAGE]
EXHIBIT “H”
IN WITNESS WHEREOF, the undersigned Owner has executed this Deed Restriction and Conservation Covenant as of the date first written above. “TALEGA ASSOCIATES”
Talega Associates LLC,
a Delaware limited liability company
By: Standard Pacific Investment, LLC, a Delaware limited liability company Its: Managing member
By: CalAtlantic Group, LLC, a Delaware limited liability company Its: Managing member
By: Lennar Corporation, a Delaware
corporation
Its: Managing member
By: _______________________________
Name: Brian Bencz
Its: Authorized Agent
Date: _____________________________
EXHIBIT “H”

STATE OF CALIFORNIA )
) ss

Witness my hand and official seal.

Notary Public
[SEAL]
EXHIBIT “H”
APPENDIX “A”
[To be added later and separately for each APN 701-043-07 and APN 701-043-09]

San Clemente City CouncilMarch 3, 2026

San Clemente City Council
March 3, 2026