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H - Conservation Easements Conservation Easement to Palos Verdes Peninsula Land Conservancy H-1 01203.0005/459894.1 EXHIBIT E Conservation Easement RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palos Verdes Peninsula Land Conservancy 916 Silver Spur Road, Suite 207 Rolling Hills Estates, California 90274 Attn: Ms. Andrea Vona [Space Above For Recorder’s Use Only] APN: Recording Fee: Exempt pursuant to California Government Code Section 27383 CONSERVATION EASEMENT DEED (Including Third-Party Beneficiaries) THIS CONSERVATION EASEMENT DEED REPLACES AND SUPERSEDES IN ITS ENTIRETY THAT CERTAIN [CONSERVATION EASEMENT DEED] RECORDED AS INSTRUMENT NO. ____________ IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY] THIS CONSERVATION EASEMENT DEED (“Conservation Easement”) is made this _______day of ______________, 20__, by the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City” or “Grantor”), in favor of THE PALOS VERDES PENINSULA LAND CONSERVANCY, a California nonprofit public benefit corporation (“Conservancy” or “Grantee”), hereinafter collectively referred to as the “Parties,” with reference to the following facts: R E C I T A L S A. City is the owner in fee simple of certain real property located in the City of Rancho Palos Verdes, County of Los Angeles, State of California, and more particularly described in Exhibit 1, which is attached hereto and incorporated herein by this reference (the “Property”). B. The Property possesses wildlife and habitat values of great importance to Grantor, Grantee, the State of California, Department of Fish and Wildlife (“CDFW”) and the United States Fish and Wildlife Service (“USFWS”), the people of the State of California and the people of the United States, collectively the “Wildlife Agencies.” The Property provides high quality habitat for the California Gnatcatcher, the Coastal Cactus Wren, the El Segundo Blue Butterfly and the Palos Verdes Blue Butterfly and contains H-2 01203.0005/459894.1 Coastal Sage Scrub (“CSS”) - habitat. Individually and collectively these wildlife and habitat values comprise the “Conservation Values” of the Property. C. The Property is part of the Habitat Reserve required to be preserved and managed in perpetuity by Federal Endangered Species Act Incidental Take Permit TE-______and State of California _______permit ______(collectively “Permits”) according to the Rancho Palos Verdes Natural Community Conservation Plan and Habitat Conservation Plan dated ________, 2018 (“NCCP/HCP”) and the [NCCP/HCP Implementation Agreement] (“IA”) dated _________________, the terms of which are incorporated by reference in this Conservation Easement. Grantor, Grantee, CDFW, and USFWS each has a copy of the NCCP/HCP, the IA, and the Permits. D. Grantee is authorized to hold conservation easements pursuant to Civil Code Section 815.3. Specifically, Grantee is a tax-exempt nonprofit organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and is qualified to do business in California, which has as its primary purpose the preservation of land in its natural, scenic, and open space condition. E. CDFW has jurisdiction, pursuant to Fish and Game Code Section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species, and CDFW is authorized to hold conservation easements for these purposes pursuant to Civil Code Section 815.3, Fish and Game Code Section 1348, and other provisions of California law. F. USFWS, an agency within the United States Department of the Interior, has jurisdiction over the conservation, protection, restoration and management of fish, wildlife, native plants, and the habitat necessary for biologically sustainable populations of these species within the United States pursuant to the Federal Endangered Species Act, 16 U.S.C. Section 1531, et seq., the Fish and Wildlife Coordination Act, 16 U.S.C. Sections 661- 666c, the Fish and Wildlife Act of 1956, 16 U.S.C. Section 742(f), et seq., and other provisions of Federal law. 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 a conservation easement in perpetuity over the Property. 1. Purposes. The purposes of this Conservation Easement are to ensure the Property will be retained forever in its natural, restored or enhanced condition consistent with the habitat protection requirements of the NCCP/HCP and to prevent any use of the Property that will impair or interfere with the Conservation Values of the Property. Grantor intends that this Conservation Easement will confine the use of the Property to activities that are consistent with such purposes, including, without limitation, activities involving the preservation, restoration and enhancement of native species and their habitats. 2. Grantee’s Rights. To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee and to CDFW and USFWS, each as a third-party beneficiary of this Conservation Easement: H-3 01203.0005/459894.1 (a) To preserve and protect the Conservation Values of the Property; (b) To enter the Property at any reasonable time in order to monitor compliance with and otherwise enforce the terms of this Conservation Easement, and for scientific research and interpretive purposes by Grantee or its designees or Wildlife Agencies or its designees, provided that neither Grantee nor Wildlife Agencies shall unreasonably interfere with Grantor’s authorized use and quiet enjoyment of the Property; (c) To prevent any activity on or use of the Property that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the 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, protect and sustain the biological resources and Conservation Values of the Property shall remain a part of and be put to beneficial use on the Property consistent with the purposes of this Conservation Easement; and 3. All Inconsistent Rights Extinguished. All present and future development rights appurtenant to, allocated, implied, reserved or inherent in the Property; are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Property, nor any other property adjacent or otherwise. 4. Prohibited Uses. Except (and only to the extent) the use or activity is a Reserved Right under Section 6, any activity on or use of the Property not authorized in this Conservation Easement is prohibited if that activity or use is inconsistent with the purposes of this Conservation Easement. Without limiting the generality of the foregoing, the following uses and activities by Grantor, Grantor’s agents, and third- parties, are expressly prohibited: (a) 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 which may adversely affect the purposes of this Conservation Easement. (b) Use of off-road vehicles and use of any other motorized vehicles except on existing roadways; (c) Agricultural activity of any kind, except that grazing for vegetation management is permitted if done in accordance with a Wildlife Agencies-approved grazing or management plan for the Property; (d) Recreational activities except such passive recreational activities as are consistent with the purposes of this Conservation Easement and the NCCP/HCP (e.g., horse riding, hiking, bicycling, wildlife viewing); (e) Commercial, industrial, residential or institutional uses; (f) Any legal or de facto division, subdivision or partitioning of the Property; (g) Construction, reconstruction or placement of any building, billboard or sign, or any other structure or improvement of any kind, except signs for access control or education that H-4 01203.0005/459894.1 will not impair or interfere with the Conservation Values and are consistent with the purposes of this Conservation Easement; (h) Depositing or accumulation of soil, trash, ashes, refuse, waste, bio-solids or any other materials; (i) Planting, introduction or dispersal of non-native or exotic plant or animal species; (j) Filling, dumping, excavating, draining, 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 Property; (k) Altering the surface or general topography of the Property, including building of new roads, paving or otherwise covering the Property with concrete, asphalt or any other impervious material; (l) Removing, destroying, or cutting of native trees, shrubs or other vegetation, except as required by law for: (1) fire breaks, (2) maintenance of recreational trails or roads that are otherwise permitted under this Conservation Easement, or (3) prevention or treatment of disease; (m) Manipulating, impounding or altering any natural water course, body of water or water circulation on the Property, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters; (n) Without the prior written consent of Grantee, which Grantee may withhold for any reason, transferring, encumbering, selling, leasing or otherwise separating the mineral, air or water rights for the Property; changing the place or purpose of use of the water rights; abandoning or allowing 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 Property, including but not limited to: (1) riparian water rights; (2) appropriative water rights; (3) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Property; and (4) any water from wells that are in existence or may be constructed in the future on the Property. 5. Grantor’s Duties. Grantor shall undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities may degrade or harm the Conservation Values of the Property or that are otherwise inconsistent with this Conservation Easement. In addition, Grantor shall undertake all necessary actions to perfect the rights of Grantee, CDFW and USFWS under Section 2 of this Conservation Easement. 6. Reserved Rights. Grantor reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from its ownership of the Property, including the right to engage in or to permit or invite others to engage in all uses of the Propert y that are not expressly prohibited or limited by, and are consistent with the purposes of this Conservation Easement. Grantor specifically reserves the right to conduct the following activities and uses on the Property: (a) The Covered City Projects proposed to take place on the Property, as described in Sections 5.1 and 5.2 (including its subsections) and Table 5-1 of the NCCP/HCP, and Other H-5 01203.0005/459894.1 Covered Projects/Activities on the Property described in Sections 5.1 and 5.4 (including its subsections) of the NCCP/HCP are permitted by this Conservation Easement during the term of the NCCP/HCP, so long as such activities and any restoration required in connection with the activities is carried out in accordance with all applicable requirements of the NCCP/HCP. No additional Covered Projects/Activities will be permitted or undertaken on the Property which are not now described in Sections 5.1, 5.2 and 5.4 (including their subsections). (b) Following the expiration of the NCCP/HCP, all of the Projects and Activities Covered by the NCCP/HCP that are expected to occur beyond the life of the NCCP/HCP are listed in attached Exhibit 2. The Covered Projects and Activities listed in Exhibit 2 will be allowed so long as such activities are carried out in accordance with the long-term management and monitoring plan described in Section 8.2 of the NCCP/HCP, or if the Covered Projects and Activities will result in take, in accordance with incidental take permits issued by the Wildlife Agencies. No additional projects are permitted without the express consent of the Wildlife Agencies and the Conservancy, such consent not to be unreasonably withheld where the proposed project is determined by the Wildlife Agencies and the Conservancy to be both necessary for public safety and is designed reasonably to avoid impacts upon habitat and species, and following compliance with all applicable Federal and state laws, including the Federal and state endangered species acts and California Natural Community Conservation Planning Act. 7. Adaptive Management. The NCCP/HCP allows for Adaptive Management of the Property, recognizing that Adaptive Management is a key element of implementing effective conservation programs. ‘Adaptive management’ means to use the results of new information gathered through the monitoring program of the plan and from other sources to adjust management strategies and practices to assist in providing for the conservation of covered species.” (Fish & Game Code, § 2805, subd. (a).) Adaptive Management combines data from monitoring species and natural systems with new information from management and targeted studies to continually assess the effectiveness and adjust conservation actions. Adaptive Management may include re-prioritizing monitoring efforts as well as corrective actions where (a) resources are threatened by land uses in and adjacent to the Property, (b) current management activities are not adequate or effective, or (c) enforcement needs are identified. Actions that are part of Adaptive Management of the Property in accordance with the NCCP/HCP, including but not limited to monitoring and corrective actions, are consistent with the purposes of, and expressly permitted by, this Conservation Easement. 8. Grantee’s Remedies. CDFW and USFWS, as third-party beneficiaries of this Conservation Easement, shall each have the same rights as Grantee under this section to enforce the terms of this Conservation Easement. If Grantee determines that a violation of the terms 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. At the time of giving any such notice, Grantee shall also give a copy of the notice to CDFW and to USFWS. If Grantor fails to cure the violation within fifteen (15) days after receipt of written notice and demand from Grantee, or if the cure reasonably requires more than fifteen (15) days to complete and Grantor fails to begin the cure within the fifteen (15)-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 to enforce the terms of this Conservation Easement 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 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; for other legal or equitable relief, including, but not limited to, the restoration of the Property to the condition in H-6 01203.0005/459894.1 which it existed prior to any such violation or injury; or to otherwise enforce this Conservation Easement. Without limiting Grantor’s liability therefor, Grantee may apply any damages recovered to the cost of undertaking any corrective action on the Property. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate damage to the Conservation Values of the Property, Grantee may pursue its remedies under this Section 7 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 the terms of this Conservation Easement. Grantor agrees that Grantee’s remedies at law for any violation of the terms 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 the terms 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 Civil Code Section 815, et seq., inclusive. 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. If at any time in the future Grantor or any subsequent transferee uses or threatens to use the Property for purposes inconsistent with this Conservation Easement then, notwithstanding Civil Code Section 815.7, the California Attorney General, any person and any entity with a justiciable interest in the preservation of this Conservation Easement each has standing as an interested party in any proceeding affecting this Conservation Easement. 8.1. Fees and Costs; Damages. All costs incurred by Grantee, CDFW or USFWS, where it is the prevailing party, in enforcing the terms of this Conservation Easement 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. Pursuant to Civil Code section 815.7, subdivision (d), the court may award to the prevailing party in any action authorized by that section, the costs of litigation, including reasonable attorney’s fees. 8.2. Discretion of Grantee and Third-Party Beneficiaries. Enforcement of the terms of this Conservation Easement by Grantee, CDFW or USFWS shall be at the discretion of the enforcing party, and any forbearance by Grantee, CDFW or USFWS 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 term of this Conservation Easement or of any of Grantee’s rights (or any rights of CDFW or USFWS as a third-party beneficiary) under this Conservation Easement. No delay or omission by Grantee, CDFW or USFWS in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. 8.3. Acts Beyond Grantor’s Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee, CDFW or USFWS to bring any action against Grantor for any injury to or change in the Property resulting from 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 persons or the Property resulting from such causes. H-7 01203.0005/459894.1 8.4. Rights of Enforcement. All rights and remedies conveyed to Grantee under this Conservation Easement shall extend to and are enforceable by CDFW and USFWS. These rights are in addition to, and do not limit, the rights of enforcement under the NCCP/HCP and IA. 9. Fence Installation and Maintenance. Grantor may install and maintain fencing that is approved in writing by Grantee, CDFW, and USFWS to protect the Conservation Values of the Property, including but not limited to wildlife corridors. 10. Access. Public access to the Property for passive recreational purposes and to promote understanding and appreciation of natural resources in accordance with Section 5.4.2 of the NCCP/HCP and a Public Use Management Plan approved in writing by Grantee, CDFW, and USFWS, is permitted. 11. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property. Grantor agrees that neither CDFW nor USFWS shall have any duty or responsibility for the operation, upkeep or maintenance of the Property, the monitoring of hazardous conditions thereon, or the protection of Grantor, the public or any third-parties from risks relating to conditions on the Property. Grantor and Grantee each remains solely responsible for obtaining any applicable governmental permits and approvals required of it for any activity or use permitted by this Conservation Easement, including those from CDFW and USFWS each acting in its regulatory capacity, and any activity or use shall be undertaken in accordance with all applicable Federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements. 11.1. 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 Property by competent authority (collectively “Taxes”), including any taxes imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee, CDFW and USFWS with satisfactory evidence of payment upon request. Grantor and Grantee each shall keep the Property free from any liens, including those arising out of any obligations incurred for any labor or materials furnished or alleged to have been furnished to or for it at or for use on the Property. 11.2. Hold Harmless. (a) Grantor shall hold harmless, protect and indemnify Grantee and its directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (individually or collectively, “Grantee 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, orders, liens or judgments (“Claim(s)”), arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, except that this indemnification shall be inapplicable to Grantee’s Indemnified Parties with respect to any Claim due solely to the negligence or willful misconduct of Grantee or any of Grantee Indemnified Parties; and (2) the obligations specified in Sections 5, 11, and 11.1. H-8 01203.0005/459894.1 (b) Grantor shall hold harmless, protect and indemnify CDFW and USFWS (“Third-Party Beneficiaries”) and their respective directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (individually or collectively, “Third-Party Beneficiary Indemnified Parties”) from and against any and all Claims arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, and (ii) the existence or administration of this Conservation Easement. Provided, however, that this indemnification shall be inapplicable to a Third-Party Beneficiary Indemnified Party with respect to any Claim due solely to the negligence or willful misconduct of that Third-Party Beneficiary Indemnified Party/ies. If any action or proceeding is brought against any of the Third-Party Beneficiary Indemnified Parties by reason of any Claim to which the indemnification in this Section 11.2 (b) applies then, at the election of and upon written notice from the Third- Party Beneficiary Indemnified Party, Grantor shall 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 charges of the California Attorney General or the U.S. Department of Justice in defending the action or proceeding. 11.3. 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. Grantor and Grantee shall notify CDFW and USFWS in writing at least ninety (90) days prior to the initiation of proceedings to extinguish the Conservation Easement. 11.4. Condemnation. This Conservation Easement is a “conservation easement” as defined in Code of Civil Procedure Section 1240.055 (a) (1) and constitutes “property appropriated to public use” as defined in Code of Civil Procedure Section 1240.055 (a) (3). CDFW and USFWS is each a public entity that imposed conditions on approval or permitting of a project that were satisfied by this Conservation Easement, as described in Code of Civil Procedure Section 1240.055 (a) (3). A person authorized to acquire property for public use by eminent domain shall exercise the power of eminent domain to acquire the Property only as provided in Code of Civil Procedure Section 1240.055. The purposes of this Conservation Easement are presumed to be the best and most necessary public use as defined at Code of Civil Procedure Section 1240.680, notwithstanding Code of Civil Procedure Sections 1240.690 and 1240.700. 12. Transfer of Conservation Easement. This Conservation Easement may be assigned or transferred by Grantee only to CDFW or another entity or organization approved in advance in writing by Grantor, CDFW and USFWS that is authorized to acquire and hold conservation easements pursuant to Civil Code Section 815.3 and Government Code Section 65967 (and any successor or other provisions then applicable) or the laws of the United States. Grantee shall require the transferee to record the assignment in the county where the Property is located. 13. 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 Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to Grantee, CDFW and USFWS of the intent to transfer any interest at least sixty (60) days prior to the date of such transfer. Grantee, CDFW or USFWS shall have the right to prevent any transfer in which prospective subsequent claimants or transferees are not given notice of the covenants, terms, conditions and restrictions H-9 01203.0005/459894.1 of this Conservation Easement. The failure of Grantor, Grantee, CDFW or USFWS to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforceability in any way. 14. 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, with a copy to CDFW and USFWS, and be served personally or sent by recognized overnight courier that guarantees next-day delivery or by first class mail, postage fully prepaid, addressed as follows: To Grantor: City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attn: City Manager Facsimile: (310) 377-9868 To Grantee: Palos Verdes Land Conservancy 916 Silver Spur Road, Suite 207 Rolling Hills Estates, California 90274 Attn: Executive Director To CDFW: California Department of Fish and Wildlife South Coast Region 3883 Ruffin Road San Diego, California 92123 Attn: Regional Manager With a copy to: California Department of Fish and Wildlife Office of the General Counsel 1416 Ninth Street, 12th Floor Sacramento, California 95814-2090 Attn: General Counsel To USFWS: Carlsbad Fish and Wildlife Office 2177 Salk Avenue, Suite 250 Carlsbad, California 92008 Telephone: (760) 431-9440 Fax: (760) 431-5901 Attn: Field Supervisor or to such other address as Grantor, Grantee, CDFW or USFWS may designate by written notice to the other parties. Notice shall be deemed effective 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) business days after deposit into the United States mail. 15. Amendment. This Conservation Easement may be amended by Grantor and Grantee only by mutual written agreement and subject to the prior written approval of CDFW and USFWS. 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 Los Angeles County, State of California, and Grantee shall promptly provide a conformed copy of the recorded amendment to Grantor, CDFW, and USFWS. H-10 01203.0005/459894.1 16. 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 c onflicts 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 carry out the purposes of this Conservation Easement and the policy and purpose of 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. (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, including the documents incorporated by reference in it, sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Conservation Easement. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section 15. (e) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor’s title in any respect. (f) Successors. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall constitute a servitude running in perpetuity with the Property. (g) Termination of Rights and Obligations. A party’s rights and obligations under this Conservation Easement terminate upon transfer of the party’s interest in the Conservation Easement or Property, except that liability for acts or omissions 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. Grantor represents and warrants that it has no knowledge or notice of any Hazardous Materials (defined below) or underground s torage tanks existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on, under, or from the Property, or transported to or from or affecting the Property. Without limiting the obligations of Grantor under Section 11.2, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Grantee Indemnified Parties (as defined in Section 11.2) from and against any and all Claims (as defined in Section 11.2) H-11 01203.0005/459894.1 arising from or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, released in, from or about, or otherwise associated with the Property at any time, except that this release and indemnification shall be inapplicable to the Grantee Indemnified Parties with respect to any Hazardous Materials placed, disposed or released by Grantee, its employees or agents. This release and indemnification includes, without limitation, Claims for (i) injury to or death of any person or physical damage to any property; and (ii) the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined below). Without limiting the obligations of Grantor under Section 11.2, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Third-Party Beneficiary Indemnified Parties (as defined in Section 11.2) from and against any and all Claims arising from or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, released in, from or about, or otherwise associated with the Property at any time, except that this release and indemnification shall be inapplicable to a Third-Party Beneficiary Indemnified Party with respect to any Hazardous Materials placed, disposed or released by that Third-Party Beneficiary Indemnified Party or any of its employees. This release and indemnification includes, without limitation, Claims for (i) injury to or death of any person or physical damage to any property; and (ii) 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 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 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 charges of the California Attorney General or the U.S. Department of Justice in defending the action or proceeding. 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 CDFW or USFWS any of the following: (1) 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. Section 9601 et seq.; hereinafter, “CERCLA”); or (2) The obligations or liabilities of a person described in 42 U.S.C. Section 9607(a)(3) or (4); or (3) The obligations of a responsible person under any applicable Environmental Laws; or (4) The right or duty to investigate and remediate any Hazardous Materials associated with the Property; or (5) Any control over Grantor’s or Grantee’s ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Property. 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 H-12 01203.0005/459894.1 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. Section 5101 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 enacte d 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. Grantor represents, warrants and covenants to Grantee, CDFW, and USFWS that activities upon and use of the Property by Grantor, its agents, employees, invitees and contractors will comply with all Environmental Laws. Grantee represents, warrants and covenants to Grantor, CDFW, and USFWS that activities upon and use of the Property by Grantee, its agents, employees, invitees and contractors will comply wi th all Environmental Laws. (j) Warranty. Grantor represents and warrants that there are no outstanding mortgages, liens, encumbrances or other interests in the Property (including, without limitation, water and mineral interests) that may conflict or are otherwise inconsistent with this Conservation Easement and which have not been expressly subordinated to this Conservation Easement by a written, recorded Subordination Agreement approved by Grantee, CDFW and USFWS. (k) Additional Easements. Grantor shall not grant any additional easements, rights of way or other interests in the Property (other than a security interest that is subordinate 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 Property, without first obtaining the written consent of Grantee, CDFW and USFWS. Grantee, CDFW or USFWS may withhold such consent if it determines 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 Property. This Section 16(k) shall not limit the provisions of Section 3(d) or 4(n), nor prohibit transfer of a fee or leasehold interest in the Property that is subject to this Conservation Easement and complies with Section 13. Grantor shall provide a certified copy of any recorded or unrecorded grant or Transfer document to Grantee, CDFW and USFWS. (l) Recording. Grantee shall record this Conservation Easement in the Official Records of Los Angeles County, California, and may re-record it at any time as Grantee deems necessary to preserve its rights in this Conservation Easement. (m) Third-Party Beneficiaries. Grantor and Grantee acknowledge that CDFW and USFWS (each a “Third-Party Beneficiary” and together, the “Third-Party Beneficiaries”) are third party beneficiaries of this Conservation Easement with the right of access to the Property and the right to enforce all obligations of Grantor and all other rights and remedies of Grantee under this Conservation Easement. (n) No Merger. The doctrine of merger is not intended, and shall not operate to extinguish this Conservation Easement if the Conservation Easement and the Property become vested in the same party. If, despite this intent, the doctrine of merger applies to extinguish the Conservation Easement then, unless Grantor, Grantee, CDFW, and USFWS otherwise agree in H-13 01203.0005/459894.1 writing, a replacement conservation easement or restrictive covenant containing the same protections embodied in this Conservation Easement shall promptly be recorded against the Property by Grantee, or its successor in interest, in favor of a third party approved in writing CDFW and FWS to ensure that the mitigation obligations required under the agency approvals and permits identified in Recital C which include conservation of the Property in perpetuity through execution and recordation of a conservation easement or equivalent legal mechanism, and the purposes of Cal. Civil Code Section 815, are fulfilled. Until such replacement conservation easement or equivalent legal mechanism is executed and recorded, Grantee or its successor in interest shall continue to protect the Property in accordance with the terms of the original Conservation Easement. Any and all terms and conditions of this Conservation Easement shall be deemed covenants and restrictions upon the Easement Area, which shall run with the land according to California law and otherwise exist in perpetuity. IN WITNESS WHEREOF, the Parties have executed this Conservation Easement as of the day and year first set forth above. GRANTOR: CITY OF RANCHO PALOS VERDES, a California municipal corporation By: _______________________________________ Mayor of the City of Rancho Palos Verdes ATTEST: By: ____________________________________ Emily Colborn, City Clerk Approved as to form: By: ____________________________________ David Aleshire, City Attorney GRANTEE: PALOS VERDES PENINSULA LAND CONSERVANCY, a California non- profit corporation By: _______________________________________ Cassie Jones, President, Board of Directors By: _______________________________________ Amy Friend, Vice President, Board of Directors H-14 01203.0005/459894.1 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On _______________________, 2018, before me,_________________________, a Notary Public in and for the State of California, personally appeared ________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. ________________________________________ Notary Public in and for the State of California (SEAL) STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On _______________________, 2018, before me, ________________________, a Notary Public in and for the State of California, personally appeared ________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. ________________________________________ Notary Public in and for the State of California (SEAL) EXHIBIT 1 LEGAL DESCRIPTION OF PROPERTY H-15 Conservation Easement for Upper Filiorum Reserve H-16 R~CORDING REQIJES'I£0 BY . ARST AME~ICAN roLE COMPANY . t>~ATIONAl./COMMEflCIAL SEAVlCES COMMERCIAL/INDUSTRIAL DMSION of Document Recorded 2!XH 1q~24~~ 1'2l3olo9 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palos Verdes Land Conservancy 916 Silver Spur Road, Suite 108 Rolling Hills Estates, California 9027 4 Attn: Ms. Andrea Vona Recording Fee: Exempt pursuant to California Government Code Section 27383 1!~5 not been ccmpared with original. ·Jn~nal will be returned when :.~l,cesslng bas been completed. [Space Above For Recorder's Use Only} CONSERVATION EASEMENT DEED (Including Third Party Beneficiary) THIS CONSERVATION EASEMENT DEED ("Easement") is made this 30 '*'- day of ~">m""'ss , 20~ by the CITY OF RANCHO PALOS VERDES, a California municipal corpomtion ("City" or "Grantor''), in favor of THE PALOS VERDES PENINSULA LAND CONSERVANCY, a California nonprofit public benefit corpomtion ("Conservancy" or "Grantee"), hereinafter collectively referred to as the "Parties," with reference to the following facts: RECITALS: A. City is the owner in fee simple of certain real property located in the City'ofRancho Palos Verdes, County of Los Angeles, State of California, and more particularly described in Exhibit A , which is attached hereto and incorporated herein by this reference (the "Property"). B. The Property possesses wildlife and habitat values (collectively, "conservation values") of great importance to Grantor, Grantee, the State of California, Department of Fish and Game ("CDFG"), and the people ofthe State of California. C. The Property provides high quality habitaHor the California Gnatcatcher, the Coastal Cactus WreJJ, the El Segundo Blue Butterfly and the Palos Verdes Blue Butterfly and contains Coastal Sage Scrub Habitat ("CSS"). ' ' 1167575-9 1 ~ 't'l.; v.f • H-17 D. Grantee is authorized to hold conservation easements pursuant to Civil Code Section 815.3. Specifically, Grantee is a tax-exempt nonprofit organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and is qualified to do business in California, which has as its primary purpose the preservation of land in its natural, scenic, and open space condition. E. CDFG has jurisdiction, pursuant to Fish and Game Code Section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species, and CDFG is authorized to hold easements for these purposes pursuant to Civil Code Section 815.3, Fish and Game Code Section 1348, and other provisions of California law. F. The California Department ofFish and Game, the United States Fish and Wildlife Service, the City of Rancho Palos Verdes and the Palos Verdes Peninsula Land Conservancy have been in the process of finalizing the Natural Communities Conservation Plan for the City (''NCCP"). The property that is subject to this Conservation Easement is to be enrolled in the NCCP Preserve. Because the NCCP still has not been finalized, Exhibit B. which is attached hereto and incorporated herein by this reference, sets forth activities and projects that may be undertaken by the parties hereto on the Property that is the subject of this Conservation Easement, to the extent applicable and consistent with the existing interest in the Property in favor of the State of California, by and through the State Coastal Conservancy (Coastal Conservancy). G. Grantee agrees by accepting this grant to honor the intentions of Grantor stated herein to preserve and protect in perpetuity the conservation values of the Property in accordance with the terms of 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 a conservation easement in perpetuity over the Property, subject to the existing interest in the Property in favor of the State of California, by and through the State Coastal Conservancy (Coastal Conservancy), as described in Exhibit C, attached and incorporated by this reference. 1. Purposes. The purposes of this Conservation Easement are to ensure the Property will be retained forever in its natural condition and to prevent any use ofthe Property that will impair or interfere with the conservation values of the Property. Grantor intends that this Conservation Easement will confine the use of the Property to such activities that are consistent with those purposes, including, without limitation, those involving the preservation, restoration and enhancement of native species and their habitats. 2. Grantee's Rights. To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee and to CDFG as a third party beneficiary of this Conservation Easement: (a) To preserve and protect the conservation values of the Property; 1167575-9 H-18 (b) To enter upon the Property at any reasonable time in order to monitor compliance with and otherwise enforce the terms of this Conservation Easement, and for scientific research and interpretive purposes by Grantee or its designees and CDFG or its designees, provided that neither Grantee nor CDFG shall unreasonably interfere with Grantor's authorized use and quiet enjoyment of the Property; (c) To prevent any activity on or use of the Property that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Property that may be damaged by any act, failure to act, or any use that is inconsistent with the purposes of this Conservation Easement; (d) To use all mineral, air and water rights necessary to protect and to sustain the biological resources of the Property; and (e) All present and future development rights for residential, commercial and industrial projects, which are allocated, implied, reserved or inherent in the Property; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Property, nor any other property adjacent or otherwise. 3. Prohibited Uses. Any activity on or use of the 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: (a) Unseasonal 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 which may adversely affect the purposes ofthis Conservation Easement; (b) Use of off-road vehicles and use of any other motorized vehicles except on existing roadways; (c) Agricultural activity of any kind, except that grazing is permitted if done in accordance with a CDFG-approved grazing or management plan; (d) Recreational activities that would adversely affect the purposes ofthis Conservation Easement, such as hunting or fishing, except recreational uses that can be conducted in a manner that is consistent with the purposes of this Conservation Easement may be specifically permitted under this Conservation Easement; (e) Commercial or industrial uses; (f) Any legal or de facto division, subdivision or partitioning of the Property; (g) Construction, reconstruction or placement of any building, billboard or sign, or any other structure or improvement of any kind, except signs and improvements that are consistent with the purposes of this Conservation Easement; 1167575-9 H-19 (h) Depositing or accumulation of soil, trash, ashes, refuse, waste, bio-solids or any other materials; (i) Planting, introduction or dispersal of non-native or exotic plant or animal spectes; G) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extraction of minerals, loam, soil, sands, gravel, rocks or other material on or below the surface of the Property, except geologic investigation and other landslide abatement activities that are necessary to protect public safety; (k) building of roads; Altering the surface or general topography of the Property, including (I) Removing, destroying, or cutting of native trees, shrubs or other vegetation, except as required by law for: (I) fire breaks, (2) maintenance of recreational trails or roads, or (3) prevention or treatment of disease; and (m) Manipulating, impounding or altering any natural water course, body of water or water circulation on the Property (except as is necessary to protect public safety), and activities or uses detrimental to water quality, including, but not limited to, degradation or pollution of any surface or sub-surface waters. 4. Grantor's Duties. Grantor shall undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities may degrade or harm the conservation values of the Property. In addition, Grantor shall undertake all necessary actions to perfect the rights of Grantee and CDFG under Section 2 of this Conservation Easement. 5. Reserved Rights. Grantor reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from its ownership of the Property, including the right to engage in or to permit or invite others to engage in all uses of the Property that are not expressly prohibited or limited by, and are consistent with the purposes ofthis Conservation Easement. 6. Grantee's Remedies. CDFG, as a third party beneficiary of this Conservation Easement, shall have the same rights as Grantee under this section to enforce the terms of this Conservation Easement. If Grantee determines that a violation of the terms 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. At the time of giving any such notice, Grantee shall give a copy of the notice to CDFG. If Grantor fails to cure the violation within fifteen (15) days after receipt of written notice and demand from Grantee, or if the cure reasonably requires more than fifteen (15) days to complete and Grantor fails to begin the cure within the fifteen (15)-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 to enforce the terms of this Conservation Easement, 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 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 1167575-9 H-20 available legal remedies, or for other equitable relief, including, but not limited to, the restoration of the Property to the condition in which it existed prior to any such violation or injury. Without limiting Grantor's liability therefor, Grantee may apply any damages recovered to the cost of undertaking any corrective action on the Property. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate damage to the conservation values of the Property, Grantee may pursue its remedies under this Section 6 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 ofthe terms ofthis Conservation Easement. Grantor agrees that Grantee's remedies at law for any violation ofthe terms 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 the terms 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 Civil Code Section 815, et seq., inclusive. 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. If at any time in the future Grantor or any subsequent transferee uses or threatens to use the Property for purposes inconsistent with this Conservation Easement then, notwithstanding Civil Code Section 815.7, the California Attorney General or any entity or individual with a justiciable interest in the preservation of this Conservation Easement has standing as interested parties in any proceeding affecting this Conservation Easement. 6.1. Costs of Enforcement. Any costs incurred by Grantee or CDFG, where it is the prevailing party, in enforcing the terms of this Conservation Easement 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. 6.2. Discretion of Grantee and CDFG. Enforcement of the terms of this Conservation Easement by Grantee or CDFG shall be at the discretion of the enforcing party, and any forbearance by Grantee or CDFG 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 by Grantee or CDFG of such term or of any subsequent breach of the same or any other term of this Conservation Easement or of any of Grantee's rights (or any rights of CDFG as a third party beneficiary) under this Conservation Easement. No delay or omission by Grantee or CDFG in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. 6.3. Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee or CDFG to bring any action against Grantor for any injury to or change in the Property resulting from: (i) any natural cause beyond Grantor's control, including, without limitation, fire not caused by Grantor, flood, storm, and earth 1167575-9 H-21 movement, or any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or the Property resulting from such causes; or (ii) acts by Grantee or its employees or CDFG or its employees. 6.4. Department ofFish and Game Right of Enforcement. All rights and remedies conveyed to Grantee under this Conservation Easement shall extend to and are enforceable by CDFG. These rights are in addition to, and do not limit, the rights of enforcement under the NCCP. 7. Fence Installation and Maintenance. Grantor may install and maintain fencing that is reasonably satisfactory to Grantee and CDFG to protect the conservation values of the Property, including, but not limited to, wildlife corridors. 8. Access. Public access to the Property shall be consistent with the purposes of this Conservation Easement. 9. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property. Grantor agrees that CDFG shall not have any duty or responsibility for the operation, upkeep or maintenance of the Property, the monitoring of hazardous conditions thereon, or the protection of Grantor, the public or any third parties from risks relating to conditions on the Property. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements. 1167575-9 9.1. Taxes: No Liens. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee and CDFG with satisfactory evidence of payment upon request. Grantor and Grantee each shall keep the Property free from any liens, including those arising out of each of their respective obligations for any labor or materials furnished or alleged to have been furnished at or for use on the Property. 9.2. Hold Harmless. Grantor shall hold harmless, protect and indemnify Grantee and its directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each a "Grantee Indemnified Party" and, collectively, "Grantee's Indemnified Parties") and CDFG and its directors, officers, employees, agents, contractors, and representatives, and the heirs, personal representatives, successors and assigns of each of them (each a "CDFG Indemnified Party" and, collectively, "CDFG'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, orders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with: H-22 (I) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, except that (a) this indemnification shall be inapplicable to Grantee's Indemnified Parties with respect to any Claim due solely to the negligence or willful misconduct of Grantee or any of its employees and (b) this indemnification shall be inapplicable to CDFG's Indemnified Parties with respect to any Claim due solely to the negligence or willful misconduct of CDFG or any of its employees; (2) the obligations specified in Sections 4, 9, and 9.1. If any action or proceeding is brought against any ofthe CDFG Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from CDFG, defend such action or proceeding by counsel reasonably acceptable to the CDFG Indemnified Party or reimburse CDFG for all charges incurred for services of the California Attorney General in defending the action or proceeding. 9.3. 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. 9.4. Condemnation. The purposes of this Conservation Easement are presumed to be the best and most necessary public use as defined at Code of Civil Procedure Section 1240.680 notwithstanding Code of Civil Procedure Sections 1240.690 and 1240.700. 10. Transfer of Easement. This Conservation Easement is transferable by Grantee, but Grantee may assign this Conservation Easement only to CDFG or another entity or organization authorized to acquire and hold conservation easements pursuant to Civil Code Section 815.3 (or any successor provision then applicable) or the laws of the United States, which is approved by Grantor and CDFG. Grantee shall require the assignee to record the assignment in the county where the Property is located. 11. 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 Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to Grantee and CDFG of the intent to transfer any interest at least thirty (30) days prior to the date of such transfer. Grantee or CDFG shall have the right to prevent subsequent transfers in which prospective subsequent claimants or transferees are not given notice of the covenants, terms, conditions and restrictions of this Conservation Easement. The failure of Grantor, Grantee or CDFG to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforceability in any way. I 2. Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to the other parties shall be in writing and be served personally or sent by recognized overnight courier that guarantees next-day delivery or by first class mail, postage fully prepaid, addressed as follows: 1167575-9 H-23 To Grantor: To Grantee: ToCDFG: With a copy to: CityofRancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attn: City Manager Facsimile: (310) 377-9868 Palos Verdes Land Conservancy 916 Silver Spur Road, Suite 108 Rolling Hills Estates, California 90274 Attn: Executive Director Department ofFish and Game ' P.O. Box 944209 Sacramento, California 94244-2090 Attn: Regional Manager Department ofFish and Game Office of the General Counsel 1416 Ninth Street, 12th Floor Sacramento, California 95814-2090 Attn: General Counsel or to such other address as Grantor, Grantee or CDFG may designate by written notice to the other parties. Notice shall be deemed effective upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, five (5) days after deposit into the United States mail. 13. Amendment. This Conservation Easement may be amended by Grantor and Grantee only by mutual written agreement and subject to the prior written approval of CDFG. 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 Los Angeles County, State of California. 14. General 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 effect the purposes of this Conservation Easement and the policy and purpose of 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. 1167575-9 H-24 (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 other persons or circumstances. (d) Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Conservation Easement. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section 13. (e) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. (f) Successors. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall constitute a servitude running in perpetuity with the Property. (g) Termination of Rights and Obligations. A party's rights and obligations under this Conservation Easement terminate upon transfer of the party's interest in the Conservation Easement or Property, except that liability for acts or omissions 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. Grantor represents and warrants that it has no knowledge or notice of any Hazardous Materials (defmed below) or underground storage tanks existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on, under, or from the Property, or transported to or from or affecting the Property. Without limiting the obligations of Grantor under Section 9.2, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Grantee Indenmified Parties and the CDFG Indemnified Parties (each as defined in Section 9 .2) from and against any and all Claims (as defined in Section 9.2) arising from or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, or otherwise associated with the Property at any time, except that (I) this indemnification shall be inapplicable to the Grantee Indemnified Parties with respect to any Hazardous Materials placed, disposed or released by Grantee, its employees or agents and (II) this indemnification shall be inapplicable to the CDFG Indemnified Parties with respect to any Hazardous Materials placed, disposed or released by CDFG, its employees or agents. This release and indenmification includes, without limitation, Claims for (i) injury to or death of any person or physical damage to any property; and (ii) 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 CDFG Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from CDFG, defend such action or 1167575-9 H-25 proceeding by counsel reasonably acceptable to the CDFG Indemnified Party or reimburse CDFG for all charges incurred for services of the California Attorney General in defending the action or proceeding. 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 CDFG any of the following: (1) 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. Section 9601 et seq.; hereinafter, "CERCLA"); or (2) The obligations or liabilities of a person described in 42 U.S.C. Section 9607(a)(3) or (4); or (3) The obligations of a responsible person under any applicable Environmental Laws; or ( 4) The right to investigate and remediate any Hazardous Materials associated with the Property; or (5) Any control over Grantor's or Grantee's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Property. 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. Section 6901 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 Deed. 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. Grantor represents, warrants and covenants to Grantee and CDFG that activities upon and use of the Property by Grantor, its agents, employees, invitees and contractors will comply with all Environmental Laws. (j) Warranty. Grantor represents and warrants that there are no outstanding mortgages, liens, encumbrances or other interests in the Property (including, without limitation, mineral interests), which have not been expressly subordinated to this Conservation Easement 1167575-9 H-26 that would materially affect the purposes of this Conservation Easement Deed, and that the Property is not subject to any other conservation easement. (k) Additional Easements. Grantor shall not grant any additional easements, rights of way or other interests in the Property (other than a security interest that is subordinate to this Conservation Easement), or grant or otherwise abandon or relinquish any water agreement relating to the Property, without first obtaining the written consent of Grantee and CDFG. Grantee or CDFG may withhold such consent if it determines 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 Property. This Section 14(k) shall not prohibit transfer of a fee or leasehold interest in the Property that is subject to this Conservation Easement and complies with Section II. (I) Recording. Grantee shall record this Conservation Easement in the Official Records of Los Angeles County, California, and may re-record it at any time as Grantee deems necessary to preserve its rights in this Conservation Easement. IN WITNESS WHEREOF, the Parties have executed this Conservation Easement as of the day and year first set forth above. ATTEST: By: CONSERVANCY: PALOS VERDES PENINSULA LAND CONSERVAN::·"~ HenryJgi>rele CITY: CITY OF RANCHO PALOS VERDES, a California municipal corporation By: Stefan Wolowicz, Mayor Carla Morreale, City Clerk 1167575-9 H-27 that would materially affect the purposes ofthis Conservation Easement Deed, and that the Property is not subject to any other conservation easement. (k) Additional Easements. Grantor shall not grant any additional easements, rights of way or other interests in the Property (other than a security interest that is subordinate to this Conservation Easement), or grant or otherwise abandon or relinquish any water agreement relating to the Property, without first obtaining the written consent of Grantee and CDFG. Grantee or CDFG may withhold such consent if it determines 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 Property. This Section 14(k) shall not prohibit transfer of a fee or leasehold interest in the Property that is subject to this Conservation Easement and complies with Section 11. (I) Recording. Grantee shall record this Conservation Easement in the Official Records of Los Angeles County, California, and may re-record it at any time as Grantee deems necessary to preserve its rights in this Conservation Easement. IN WITNESS WHEREOF, the Parties have executed this Conservation Easement as of the day and year first set forth above. ATTEST: CONSERVANCY: PALOS VERDES PENINSULA LAND CONSERVANCY, a California non-profit corporation By: Henry Jurgens, President CITY: CITY OF RANCHO PALOS VERDES, a California municipal corporation By: ~C;J;mu.ee By: Carla Morreale, City Clerk 1167575-9 H-28 SfATE OF COUN1YOF )SS ) I certify under PENAL 1Y OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. L(t.·-~~~r·.l j! NOTARY PII!I.IC • CALIFORNIA LOS ANGELES COUNTY -l Comniuian Elqireo NOV. 3, 2011 I VH • "t h M' U '•"'J '"J4 n~· ' --·~' My Commission Expires: A/OV . 31 2o L / This area for official notarial seal Notary Name: ""')0£\drG\. Lj. ~ ( \\ '("\ ~ Notary Phone: 3\ 0 ~ 3 n -{:) ;}C/ j Notary Registration Number: \ ( /3 '::l J I County of Prindpal Place of Business: L .lj H-29 GOVERNMENT CODE 27361.7 I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATIACHED TO READS AS FOLLOWS: NAME OF NOTARY: Sandra Y. Sartini COMMISSION NO.: 1773271 DATE COMMISSION EXPIRES: Nov 3, 2011 MANUFACTURERNENDOR NO.: TMS1 COUNTY WHERE BOND IS FILED: Los Angeles PLACE OF EXECUTION: Orange DATED: December 29, 2009 BY ~~~ Gary Ward H-30 STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) ) ss. ) On December Af_, 2009, before me, -a;~;;;~hy~:;;~~SffJ\tijf2l)[JCIJQW,; Notary Public in and for the State of California, perrss~on~al:ly~~;;:::=e,~~~~~~~~;-z_ ~ to me on the basis of satisfactory evidence) to be the person whi:IS€ name is subscribed to the within instrument and acknowledged to me that the same in his/ber1luthorized capacity, and that by hislbef signature on the · the person, or the entity upon behalf of which the person acted, executed the instrumenj../ (SEAL) STATE OF CALIFORNIA COUNTY OF LOS ANGELES Notary Public in and for the State of California ) ) ss. ) On December_, 2009, before me, , a Notary Public in and for the State of California, personally appeared---:-----:---- -c---:---:------::----:-::----:-::----:--::---:-----' personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for the State of California (SEAL) 1167575.7 H-31 who proved to me on the basis of satisfactory evidence to be the person(.sj' whose name(il(isl_affi' subscribed to the within instrument and acknowledged to me that he/sRe,~ltey executed the same in hislherAAeir authorized capacity(iQ61, and that by his/Rel'itReir signature(lll' on the instrument the person!S)', or the entity upon behalf of which the person(:if 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 ocm:~l seal. Signature: ~~ Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL----------------------- Though the information below is not required by law, ;t may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:------------------------------- Document Date:------------------~ Number of Pages:-----~ Signer(s) Other Than Named Above: ------------------------- Capacity(ies) Claimed by Slgner(s) Signer's Name:______________ Signer's Name:-----------~ D Corporate Officer-Title(s): 0 Corporate Officer-Title(s): _______ _ lJ Individual 0 Partner-0 Limited 0 General C:: Attorney in Fact D Trustee RIGHT THUMBPRINT Or SIGNER Top of thumb here D Individual D Partner-D Limited D General 0 Attorney in Fact D Trustee RIGHT THUMBPRINT Of SIGNER Top of thumb here •I •I ·I I I H-32 GOVERNMENT CODE 27361.7 I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATIACHED TO READS AS FOLLOWS: NAME OF NOTARY: Carla Morreale COMMISSION NO. 1702993 DATE COMMISSION EXPIRES: Nov 7, 2010 MANUFACTURERNENDOR NO.: NNA1 COUNTY WHERE BOND IS FILED: Los Angeles PLACE OF EXECUTION: Orange DATED: December 29, 2009 BY ,SL~ Gary Ward H-33