Background:

The Santa Clarita Community College District is a state government entity charged with the authority to acquire, hold, and dispose of real property and to regulate and administer land use and development on its real property consistent with the purposes for which community colleges are established and under and in compliance with all applicable provisions of state law. The District is governed by an elected Board of Trustees. The District owns 154 acres in the City of Santa Clarita, known as the College of the Canyons. The District, its Trustees and the College are hereafter collectively referred to as the "College."

The College proposed construction of a parking lot on the south side of the College, which was designed to provide approximately 1,870 parking spaces in an area that was undeveloped rolling hillside occupied by native California oak trees. Initial studies indicated that the surrounding area contained approximately 114 oak trees, including 26 heritage oak trees.

Pursuant to the California Environmental Quality Act, the College circulated for public comment a draft Mitigated Negative Declaration ("MND") which identified 68 oak trees for removal. In response to comments received on the draft MND, the College agreed to modify the project to leave undisturbed 34 oak trees that had been located on haul routes and in fill areas adjacent to the development site.

As part of the project mitigation, the College also agreed to dedicate an undeveloped area on the west side of campus as a permanent oak savannah thereby preserving many additional oaks and oak habitat.

On July 6, 2000, the College approved the MND for construction of the South Parking Lot which would require, among other things, the removal, relocation or destruction of 34 native California oaks.

On August 4, 2000, the Santa Clarita Oak Conservancy and California Oak Foundation (collectively Conservancy) filed a writ petition against the College challenging the adequacy of that environmental documentation, in particular asserting that a full Environmental Impact Report should have been prepared. That action was denominated Santa Clarita Oak Conservancy et al v. College of the Canyons, et al., Los Angeles Superior Court Case No. BS064665 ("the Action").

On December 6, 2000, the College and the Conservancy settled the Action on certain terms and conditions, including, among other things, a nearly 15% reduction in size of the parking lot, the retention of 16 oak trees previously scheduled to be removed, and an agreement to monitor the oak trees. In addition, Section 1, paragraph e of the Settlement Agreement stated in part:

"In accordance with the MND, the College has set aside an undeveloped area on the west side of the College's campus consisting of approximately 20 acres ... as a permanent valley oak savannah habitat open space area in perpetuity, by means of a conservation easement pursuant to the terms of the MND."

Under the settlement, the College agreed to record such an easement based upon an as-built survey upon completion of the parking lot construction. The approximately 20-acre easement is hereafter referred to as the "Conservation Area," as shown on the map attached hereto as Exhibit B, and as more particularly described in Exhibit A attached hereto. The Conservation Area possesses significant scenic, aesthetic and ecological values which the College intends to conserve and protect.

The parking lot having been completed, the College now desires to permanently dedicate the Conservation Area as set forth in the MND and agreed upon in the Settlement Agreement.

In consideration of the mutual provisions and covenants contained in the Settlement Agreement and in accordance with the MND, the College hereby irrevocably establishes that there be and hereby is created the following restrictions on the use and enjoyment of the Conservation Area to be attached to and become a pan of the deed to the College property.