Palos Verdes Peninsula Land Conservancy (PVPLC) - FY2022-067 MEMORANDUM OF UNDERSTANDING
City of Rancho Palos Verdes &
Palos Verdes Peninsula Land Conservancy
This Memorandum of Understanding ("MOU")is entered into as of April 5, 2022 by and
between City of Rancho Palos Verdes, a general law city & municipal corporation ("RPV" or
"City") and the Palos Verdes Peninsula Land Conservancy, an Internal Revenue Service §
501(c)(3) not for profit corporation ("PVPLC" or "Conservancy") with regard to City and
Conservancy's collaboration as co-buyers in the purchase and management of the
York/Plumtree/Lower Filiorum properties (for a Wildlife Corridor, as depicted in Exhibit 1)
("Property")pursuant to that certain Purchase and Sale Agreement("PSA")to be entered into by
and between City and Conservancy, as buyers, and York Point View Properties, LLC, as seller.
RECITALS
WHEREAS, City and Conservancy have been collaborating in planning for the acquisition
of the Property and for management of portions of it as a Wildlife Corridor which was first
contemplated as part of the NCCP/HCP in 2001 to provide unique habitat for rare species like the
Palos Verdes Blue Butterfly,the cactus wren, and the California gnatcatcher; and
WHEREAS, the Wildlife Corridor acquisition will be another significant step in the
collaborative and historic effort of RPV and PVPLC over almost 35 years to create the 1500-acre
Palos Verdes Nature Preserve; and
WHEREAS, Conservancy has secured or is in the process of securing funds or
commitments for funds from county, state, and federal agencies and private donors to acquire the
Property; and
WHEREAS, Seller has indicated it is willing to sell the Property to City and Conservancy
as Co-Buyers, but that it will pursue other alternatives if the PSA is not executed promptly
providing for a closing no later than June 30,2022,and the PSA provides that Ticor Title Company
shall act as escrow holder ("Escrow") and that sometimes City and Conservancy are jointly
referred to herein as"Buyer"; and
WHEREAS, the relatively short timeframe to consummate the transaction will require a
wide range of tasks to be closely coordinated by City and Conservancy; and
WHEREAS, City and Conservancy desire to specify the key responsibilities for each task
required to(a) satisfy conditions for closing escrow of the PSA, (b)complete the requirements of
the county, state, and federal grants,(c)coordinate the timing and content of public statements and
activities to ensure an accurate and consistent public understanding of the purchase, and(d)ensure
a successful fundraising campaign for the purchase and for advance funding of future restoration
projects required of both RPV and PVPLC under the NCCP/HCP and Management Agreement;
and
Page 1 of 9 Pages
WHEREAS, terms not specifically defined herein shall have the meaning set forth in the
PSA.
AGREEMENT
NOW THEREFORE, in consideration of the above recitals (which are incorporated
herein by this reference)and for other good and valuable consideration,the receipt and sufficiency
of which are hereby acknowledged by each of the parties, City and Conservancy have determined
to allocate to each other the key responsibilities described as follows:
1. City Contribution. City will contribute a total of$1.3M by depositing into escrow as follows:
(i) $315,000 to open of Escrow within the time specified in the PSA; and (ii) the balance of
same as required to close Escrow within the time specified in the PSA.
2. PVPLC Contribution. Conservancy will contribute a total of $1.3M by depositing into
escrow as follows: (i) $315,000 to open of Escrow within the time specified in the PSA; and
(ii)the balance of same as required to close Escrow within the time specified in the PSA.
3. Escrow, Title Report, and Expenses. City and Conservancy will split all costs incurred as
Buyer relating to due diligence and closing costs, including without limitation costs for Phase
I environmental, any potential recommended Phase H report, tests, or further investigation;
review of survey; any other report or investigation; and escrow closing costs. Seller is
responsible to pay for an ALTA non-extended owner's policy issued to City. However, any
additional premium for endorsements or extended coverage shall be paid by City for City's
policy of title insurance. The parties shall equally share the cost for an owner's policy of title
insurance, if any, insuring the Conservancy with respect to its Conservation Easement. Except
for the costs expressly set forth above, City and Conservancy shall each be solely responsible
for its own fees and costs relating to its respective review and implementation of the PSA,
including without limitation, legal fees.
4. Phase I Environmental Site Assessment(ESA). The Phase I environmental review shall be
engaged by PVPLC with an experienced firm by April 4 with the report due for delivery on or
before April 29.
5. Survey and Compliance with Map Act. The PSA requires Seller to submit a survey including
a metes-and-bounds description of the property within two weeks after PSA execution. City
will assign appropriate planning and engineering resources to review and approve the survey.
The City will issue a Certificate of Compliance for both the Property and Lot 3 in accordance
with City's municipal code.
6. CA Wildlife Conservation Board (WCB) Grant Application. The list of deliverables
required for the CA WCB grant is included in a section of Exhibit 2 attached hereto
("Deliverables Checklist")which may be updated at weekly status meetings with assignments
for responsibility. These deliverables must be delivered to WCB before April 29 in order for
the WCB grant to be included on the agenda for approval at their May 27 board meeting. CA
WCB will communicate directly to City regarding its ongoing obligations as land owner.
Page 2 of 9 Pages
7. US Fish&Wildlife Service(USFWS)Grant Application. The USFWS has awarded a grant
to CA WCB subject to CA WCB board approval of its matching grant and the successful
completion of the Property acquisition. USFWS will communicate directly to City regarding
its ongoing obligations as land owner.
8. LA County Grant Award. The LA County Regional Park and Open Space District's grant
is awarded to PVPLC and PVPLC will follow up regarding the requirements for depositing the
funding of this grant into Escrow. PVPLC will promptly communicate to City its ongoing
obligations as land owner under this grant including certain required documents before funding
Escrow and certain deed restrictions and covenants that must be recorded promptly post-
Closing.
9. Fundraising Camnaign. The Land Conservancy will seek the community's support for the
acquisition and restoration of this Wildlife Corridor to provide opportunity for the recovery of
critically imperiled species. The Land Conservancy has therefore developed plans to launch a
capital campaign to include funding for both the land purchase and habitat restoration, which
will require the support of City, summarized in Exhibit 3 attached hereto ("Fundraising
Program"). It should be anticipated that significant contributions might be solicited for the
capital campaign, and, therefore, the Fundraising Program details the Donor Recognition Plan
that will support this effort and that comply with the approved guidelines for recognition
within the existing RPV/PVPLC Management Agreement for the Preserve. The Fundraising
Program also includes anticipated communications plans for positioning the campaign to
ensure its success, and all public statements and announcements regarding the acquisition and
restoration of the Wildlife Corridor are to be mutually agreed upon between PVPLC and RPV.
10. Enrollment in NCCP/HCP and Filing of Easements. City will take the necessary steps to
enroll the Wildlife Corridor properties in the NCCP/HCP and the Management Agreement
within 120 days after Closing.
11. Post-Closing Responsibilities. Except as specifically noted below, in the PSA or the
Conservation Easement, responsibilities will be shared between RPV and PVPLC post-closing
under the same terms as the other lands in the Preserve as defined in the NCCP/HCP and
Management Agreement.
11.1. Lot Access. RPV will have the responsibility to maintain access points to the Property.
11.2. Site Maintenance.Fence and Improvement Removal Post-Closing.
11.2.1. City will be responsible for ongoing site fees and maintenance such as fuel
modification and weed abatement as required of a landowner and in accordance
with the NCCP/HCP and Management Agreement.
11.2.2. City will be responsible to enforce the removal of improvements committed by
the Seller under the PSA -Exhibit H which are to be completed post-closing.
11.2.3. City will be responsible to enforce the fence removals committed by the Seller
under the PSA-Exhibit I which are to be completed post-closing.
Page 3 of 9 Pages
12. Trail Management Commitments under the PSA. For convenience and reference, PSA
Section 13.2 references the post-closing commitment to Seller with respect to Lot 3 which
covenant is set forth in the Deed.
13. Duration. This MOU shall become effective immediately upon execution. However, if the
PSA is not executed and approved by both City and Conservancy on or before May 1, 2022,
this MOU may be terminated by either party upon written notice to the other party. This MOU
may only be modified by mutual written agreement of both parties.
14. MOU Project Management. City Manager and Conservancy Executive Director will conduct
an in-person or video conference status meeting once each week on Friday with appropriate
individuals present to keep the parties on schedule to achieve the timeline in the Deliverables
Checklist and will each report to their respective organizations on these status meetings as they
deem appropriate to ensure timely attainment of the goals.
15. Good Faith Cooperation. The parties shall cooperate in good faith to effect the provisions of
this MOU and to enter into a PSA with Seller and coordinate in good faith with respect to
efforts for items listed in the Deliverables Checklist which will be updated at weekly meetings
for other items that may require coordination. As future title holder of the Property, City
Manager will act as lead with respect to filings and deliverables required of the owner including
executing and issuing approvals, waivers and amendments under the PSA in its role as sole
owner.
16. Indemnity. If either party breaches this MOU, the breaching party shall indemnify and hold
harmless the non-breaching party for all costs and damages incurred by the non-breaching
party including, but not limited to, attorney's fees.
17. Attorney Fees. In the event of any litigation or other legal proceeding including, but not
limited to, arbitration or mediation between the parties arising from this MOU, the prevailing
party will be entitled to recover, in addition to any other relief awarded or granted, its
reasonable costs and expenses(including attorney's fees) incurred in the proceeding.
NOW, THEREFORE, City and Conservancy have caused their duly appointed
representatives to execute this MOU
[SIGNATURES ON FOLLOWING PAGE]
Page 4 of 9 Pages
CITY/RPV: CONSERVANCY/PVPLC:
CITY OF RANCHO PALOS VERDES, a Palos Verdes Peninsula Land Conservancy, a
municipal corporation non-profit corporation
By:( 461111 By: Atid /
David Bradley, Rob Kautz,
Mayor President, Board o 'rectors
Date: 61 WA G. , 2022 Dated: 2022
ATTEST:
Bya�
ity
APPROVED AS TO FORM:
By: //
City Attorn
Page 5 of 9 Pages
EXHIBIT I -- LOT MAP
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Page 6 of 9 Pages
EXHIBIT 2
WILDLIFE CORRIDOR Acquisition-Key Timeline Elements DRAFT V8
Week of(Friday): MAR APR MAY JUN JUL
11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 30 1 8 15 22 29
Rasp-/Status Due Di.Ends CLOSING
PSA Execution&Escrow
PSA/MOU draft distributed P I X
PVPLC Board Approval
York Approval v&P X
RPV Approval-MOUIPSA R X X
Deliver Execution Signatures PN X
Deliver Execution Signatures R X
Open escrow P X
PVPLC Deposit in escrow P X
RPV Deposit in escrow R X
PVPLC/RPV Due Diligence
Phase I Env.Ordered/Complete P X X
Seller's documentation received v X
Seller's documentation review RIP
Title Exceptions Noticed to Seller RIP X
Title Insurance Ordered R/P X
Title Exceptions Remediated Y/r X
Final Title Report Received TIP check date w WCB X
Contingency lifted P&R X
Approvals for Closing ALL X
Escrow Closing-Target Date T X
Survey&Map Act Compliance
Survey w M&B's submitted to RPV v X
Review/coordinate to ensure compliance RN X
Issue Certificate of Compliance R X
US Fish&Wildlife Services Funding
Award Granted,ALL TASKS COMPLETE us o
LA County Grant Funding Requirements
Grant Awarded LAC
CEQA Certification/Exemption R ?
Signed and Notarized Copy Deed Restrictio R
Assignment/Assumptions Review/Approval R
Escrow Co.to Register as County Vendor T/a X
Estimated funding to escrow LAC ?
Record Deed Restriction iz X
Post Closing Requirements
TB D
CA Wildlife Conservation Board Funding
PSA and supporting doc'n delivered P
DGS Site Visit w ?
DGS review complete w T
Addendum to the Appraisal w 7
General Services review signoff w ?
WCB Board documentation complete w ?
Earliest WCB board Grant Approval w X
Request Funding to escrow W „•;, a••••a-•••z-••• ? a••••a••••a••••
WCB specified deliverables:
Provide Title Co./Escrow Co.Contact it P at X
Confirmation that signatiure block is con Pit X
Property Survey(forthcoming from seller Y X
Plotted Easements Exhibit r X
Resolution from Buyer's Board(Sample R X X
Confirmation that minerals are intact,if r r X
Exhibit C -of Subgrant RIP X
Preliminary Title Report with verified vest R/P X
List indicating what title exceptions will n P/R X
Phase 1 Environmental Report Due wit X
Fully executed PSA R/P X
Encroachment Statement indicating tha P/R X
Identified insurable legal access PIR X
Disbursement Letter Requesting Funds R X
Fully executed escrow instructions R X
WCB's Escrow Instructions sent to Escrr w X
WCB to provide fully executed Grant an MR X
Recorded Conveyance Document R X
Recorded Notice of Unrecorded Grant& R X
Final Closing Statement/Buyer's Settler R X
Final Title Policy R X
LAC=LA County RPOSD P=PVPLC R=RPV T=Ticor Y=York /=primary/sec. &=both •Complete
Page 7 of 9 Pages
EXHIBIT 3
Fundraising Campaign
9. The Land Conservancy will seek the community's support for the acquisition and restoration
of this Wildlife Corridor to provide opportunity for the recovery of critically imperiled species.
The Land Conservancy has therefore developed plans to launch a capital campaign to include
funding for both the land purchase and restoration, which will require the support of City as
described below in order to be successful.
9.1. City and PVPLC agree not to make any independent public announcements about the land
acquisition and will make efforts to direct their respective staff and other personnel to
avoid unplanned public statements and disclosures to the extent possible under the law.
9.2. PVPLC will provide a communications plan with timing to RPV, and the timing and
content of all public announcements will occur by either City or PVPLC based on a
communications plan mutually agreed with PVPLC's and RPV's designated publicity
team representatives. PVPLC and RPV will mutually agree to public statements that
celebrate the acquisition of the Wildlife Corridor as the culmination of a collaborative and
historic effort of RPV and PVPLC over almost 35 years to create the new 1500-acre Palos
Verdes Nature Preserve.
9.3. The fundraising campaign may continue for some period after the closing of escrow to
reach the total fundraising goal for both acquisition and restoration. A mutually agreed
celebratory announcement of the purchase would be made at the conclusion of the
fundraising campaign or at a date mutually agreed by City and PVPLC.
9.4. As part of the fundraising campaign there will be a donor recognition program involving
naming and recognition consistent with the conditions previously agreed in the
RPV/PVPLC Management Agreement with some adjustments appropriate for the new
property given its limited public access. The naming opportunities as set forth below are
hereby agreed in advance as the short escrow and timeline require that conversations
commence immediately with individuals to raise major gifts.
• Under the guidelines, $1 million gifts will allow a donor to name an existing Reserve,
consistent with the Management Agreement. The new property will be divided into
three Reserves of approximately 30 acres each, providing three additional $1 million
naming opportunities.
• $100,000 gifts will allow a donor to name a trail, consistent with the Management
Agreement. There are only two trails on the new land, though donations to this
campaign could also be made for naming a trail outside of the newly acquired land.
• $250,000 gifts for a scenic overlook are not appropriate as the new property does not
have a place for readily-accessible scenic overlook;instead,Conservancy is authorized
to recognize gifts of$250,000-$500,000 for a"butterfly sanctuary" or"bird sanctuary"
habitat area to be created through the restoration activities. The naming recognition
features will follow the established "look and style" already in place in the
Management Agreement between RPV and PVPLC.
Page 8 of 9 Pages
Ø4A-
,
• RPV and PVPLC also agree in principle to establish a location suitable for group
recognition for this land purchase, as was previously arranged at the Del Cerro
location for the prior land acquisition efforts. The commemorative plaques at Del
Cerro provide group naming opportunities for individuals who have made
commitments of$25,000 and above, and lists more prominently the top donors while
also recognizing City Council members. While Del Cerro could be a possible choice
for the Wildlife Corridor group naming, Conservancy will propose having plaques at
the Abalone Cove Reserve entry point in an appropriate location near the parking lot.
A site at the Abalone Cove Reserve is more proximate to the Wildlife Corridor and
attracting further attention and traffic may be more appropriate at Abalone Cove than
at Del Cerro.
Page 9 of 9 Pages