20220413 Late CorrespondenceTO:
FROM:
DATE:
SUBJECT:
CITYOF RANCHO PALOS VERDES
HONORABLE MAYOR & CITY COUNCIL MEMBERS
CITY CLERK
APRIL 13, 2022
ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
Attached are revisions/additions and/or amendments to the agenda material presented
for tonight's meeting.
Item No.
1
Description of Material
Updated attachments C & D to include track changes
Respectfully submitted,
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T ere a--t akaoka
L:ILATE CORRESPONDENCE\202212022 Coversheets\20220413 additions revisions to agenda.docx
CALIFORNIA WILDLIFE CONSERVATION BOARD
SUBGRANT AGREEMENT FOR ACQUISITION OF FEE INTEREST
Cooperative Endangered Species Conservation Fund
(Section 6 of the Federal Endangered Species Act) Grant Program
Subgrantee: Full, Legal Name: City of Rancho Palos Verdes
Address: 30940 Hawthorne Blvd.
Attn:
Phone:
E-mail:
Rancho Palos Verdes, CA 90275
Ara Michael Mihranian, City Manager
31 0-544-5202
aram@rpvca.gov
Federal Employer ID No./Taxpayer ID No.: 95-2867872
Project Name: ,Palos Verdes Nature PreserveEcological Reserve, Expansion 1
RaABho Palos Verdes (Yori<) HCP/NGCP
Project Location: City of Rancho Palos Verdes (APN Nos: 7572-012-024, -028, -029;
7573-003-016; 7581-023-035, -037 (portions thereof)
Section 6 Grant Agreement Number: F22AP00089
WCB Subgrant Agreement Number: SG-2107SS
WCB Project ID: 2020074
WCB Subgrant Agreement Amount: Not to exceed $ 12,600,000.00
Notices to be delivered to:
For Subgrantee: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: City Manager
For WCB: Wildlife Conservation Board
Mailing address: P.O. Box 944209
Sacramento, CA 94244-2090
Attn: Executive Director
With a copy to: Department of Fish and Wildlife
Habitat Conservation Branch
1416 9th Street, 12th Floor
Sacramento, CA 95814
· · 1 Formatted: Font Not Bold
C
Attn: Grant Coordinator
1. BACKGROUND
1.1. The U.S. Department of the Interior, Fish and Wildlife Service ("USFWS")
and the California Department of Fish and Wildlife ("CDFW') have entered into a
Cooperative Agreement for the benefit of endangered, threatened and rare fish, wildlife
and plants which are resident in the State of California.
1.2. USFWS has approved the Application for Federal Assistance submitted by
CDFW, F22AP00089 (the "Federal Grant Application"), for Cooperative Endangered
Species Conservation Fund (Section 6 of the Federal Endangered Species Act) Grant
Program funding ("Federal Grant Funds") to facilitate the acquisition of real property
identified in the Federal Grant Application. The Notice of Federal Assistance Approval
for F22AP00089 (the "Federal Approval Notice") which USFWS issued to CDFW specifies
terms of acceptance of the Federal Grant Funds. CDFW and USFWS have entered into
a Grant Agreement for Grant No. F22AP00089, Grant Title: Non-Traditional Section 6 (FY
2021) City of Rancho Palos Verdes Natural Community Conservation Plan/Habitat
Conservation Plan, (the "Federal Grant Agreement") which specifies additional terms and
conditions of the grant of Federal Grant Funds. The Federal Approval Notice and Federal
Grant Agreement, including the terms and conditions set forth or incorporated directly or
by reference in either or both of these instruments, are referred to in this Subgrant
Agreement ("Agreement") individually and collectively as the "Federal Assistance
Requirements".
1.3. Subgrantee has entered into an agreement to purchase the Property
described in Section 3.1 of this Agreement, which Property is the real property identified
in the Federal Grant Application. Subgrantee has requested a subgrant of Federal Grant
Funds from CDFW, acting through the Wildlife Conservation Board ("WCB"), to facilitate
Subgrantee's acquisition of the Property (the "Acquisition").
1.4. USFWS will permit CDFW, acting through WCB, to subgrant Federal Grant
Funds to Subgrantee for the purpose of the Acquisition upon and subject to the Federal
Assistance Requirements and the terms and conditions set forth in this Agreement.
1.5. USFWS requires that non-federal funds equal to Thirty Percent (30%) of the
appraised fair market value, must be provided as a match for the Federal Grant Funds.
1. 6. Concurrently with this Agreement, WCB and Subgrantee have entered
into Grant Agreement No. WG-WC-2264SS, pursuant to which WCB agrees to grant to
Subgrantee a portion of the non-federal share of funding for the Acquisition.
2. SCOPE OF AGREEMENT
2.1. Pursuant to Chapter 4 of Division 2 (commencing with Section 1300) of the
California Fish and Game Code and California Drought, Water, Parks, Climate, Coastal
Protection, and Outdoor Access For All Act of 2018 (Proposition 68), Section 80111 (b),
WCB hereby subgrants to Subgrantee Federal Grant Funds in a sum not to exceed
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Twelve Million Six Hundred Thousand Dollars ($12,600,000.00) (the "Subgrant Funds"),
upon and subject to the terms and conditions of this Agreement.
3. PURPOSES OF SUBGRANT
3.1. WCB is entering into this Agreement, and the Subgrant Funds shall be
used, only for the purpose of facilitating Subgrantee's purchase of fee title to
approximately 96 acres of land known as the Point View and Plumtree Properties and
designated Assessor's Parcel No(s). 7572-012-024, -028, -029; 7573-003-016; 7581-
023-035, -037 (portions thereof), located in the County of Los Angeles, California (the
"Property"). The Property is more particularly described in Exhibit A attached to this
Agreement.
3.2. Subgrantee covenants and agrees that if WCB requests disbursement of
the Subgrant Funds and Subgrantee acquires the Property, the Property shall be held
and used for the purposes of protecting habitat to help support and recover populations
of listed species including PVB, gnatcatcher, and former federal candidate cactus wren,
while benefitting other unlisted sensitive species, and wildlife habitat preservation,
protection of threatened and endangered species, and for compatible public f}tlbliG--ef
~uses, all as may be consistent with wildlife habitat preservation and protection of
sensitive biological resources (individually and collectively, the "Purposes of Subgrant").
4. CONDITIONS PRECEDENT TO SUBGRANT
4.1. The obligation of WCB under this Agreement to request disbursement of
the Subgrant Funds is conditioned upon and subject to the satisfaction of all of the
following conditions precedent:
a. WCB shall have reviewed and approved all documents pertaining to
Subgrantee's acquisition of the Property, including but not limited to
appraisals, preliminary title reports and items referenced therein,
options, agreements for purchase and sale, escrow instructions,
closing or settlement statements, and instruments of conveyance.
Such review and approval by WCB shall not be unreasonably
delayed or withheld. Subgrantee shall have removed or caused to
be removed, or otherwise addressed to the satisfaction of WCB, any
encumbrances or defects of title that WCB determines are
inconsistent or could interfere with the Purposes of Subgrant. Any
outstanding security interests or monetary encumbrances affecting
the Property shall have been terminated or the holder of the
encumbrance shall have irrevocably committed to remove its
security interest or monetary encumbrance prior to the recording of
the deed(s) conveying the Property to Subgrantee.
b. Subgrantee shall have provided WCB with a letter or other written
acknowledgment (which may be contained in the Subgrantee's option or
purchase agreement with the landowner) demonstrating that the landowner
is a willing seller of the Property.
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c. The purchase price of the Property shall not exceed its fair market
value as established by an appraisal that is conducted by an appraiser who
is licensed pursuant to Part 3 ( commencing with Section 11300) of Division
4 of the California Business and Professions Code. The appraisal shall
have been prepared pursuant to the Uniform Appraisal Standards for
Federal Land Acquisitions ("UASFLA") and the Uniform Standards of
Professional Appraisal Practice ("USPAP "), and approved by the California
Department of General Services ("DGS Review"). The appraisal and DGS
Review shall also have been submitted to and approved in writing by
USFWS . The appraisal shall become part of the project file maintained by
WCB and shall be retained for no less than three years from the date WCB
requests disbursement of the Subgrant Funds from the federal Payment
Management System .
d . Subgrantee shall have provided WCB with written certification that
the Acquisition is not intended , and shall not serve , to satisfy any local, State
or federal regulatory requirement (e .g ., mitigation for any local , State or
federal perm it), including but not limited to complying with a biological
opinion under Section 7 of the Endangered Species Act of 1973 , 16 U.S .C.
Section 1361 et seq ., as amended ("ESA"), or fulfilling commitments of a
Habitat Conservation Plan under Section 10 of the ESA. Upon approval by
WCB, this certification shall be attached to this Agreement as Exhibit B .
Where there is a conflict regarding retained mitigation rights between the
WCB grant agreement and this subgrant. the terms and conditions of this
subgrant agreement shal l contro l.
e. Subgrantee shall have provided WCB with a written commitment to
funding for , and implementation of, management of the Property in
perpetuity cons istent with the Purposes of Subgrant. Upon approval by
WCB , this commitment shall be attached to this Agreement as Exhibit C
f . Subgrantee shall have provided WCB with assurance s and
certifications of compl iance with federal requirements (i .e ., Standard Form
424-D available at https://fawiki. fws .gov/display/WTK/Forms . Upon
execution by Subgrantee , these assurances and certifications shall be
attached to this Agreement as Exhibit D .
g. WCB shall have reviewed and approved a certified resolution or
other appropriate action of the governing board or governing body of
Subgrantee , authorizing the execution and performance of this Agreement
and the acquisition of the Property by Subgrantee . Upon approval by WCB
the authorizing resolution or other action shall be attached to this
Agreement as Exhibit E.
h. WCB shall be ready , willing and able to request payment of the
Subgrant Funds from the federal Payment Management System for deposit
with the State Treasurer 's Office .
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i. WCB shall be ready, willing and able to request disbursement of the
Subgrant Funds from the State Treasury for deposit into an escrow account
designated by Subgrantee that has been established specifically for the
purpose of the Acquisition (the "Escrow").
j. Subgrantee shall have deposited, or caused to be deposited, into the
Escrow all funds beyond those granted under this Agreement that are
needed for Subgrantee to complete the Acquisition.
k. WCB shall have confirmed that the non-Federal share of funding fer
iA-kiR-fJ-m.8.tBJ required for the Acquisition has been provided.
5. DISBURSEMENT PROCEDURE
5.1. Upon satisfaction of all the Conditions Precedent to Subgrant set forth in
Section 4.1 a -g, j and k, above, and subject to approval of the acceptance of the
Subgrant Funds and the subgrant by the Wildlife Conservation Board at a duly noticed
public meeting, Subgrantee shall send a letter to WCB (the "Disbursement Request"),
asking it to request disbursement of the Subgrant Funds from (a) the federal Payment
Management System for deposit with the State Treasurer's Office and following such
deposit, (b) the State Treasury for deposit into Escrow. The Disbursement Request shall
be signed by an authorized representative of Subgrantee and shall contain all of the
following:
a. Name and address of Subgrantee;
b. Project Name and Number of Agreement;
c. Dollar amount and purpose of disbursement;
d. Name, address and telephone number of the title company or escrow
holder, and the account number of the Escrow to which the Subgrant
Funds will be disbursed; and
e. A certification by Subgrantee that all funds (exclusive of the Subgrant
Funds to be provided under this Agreement) needed to complete the
Acquisition have been secured and have been or will be deposited
to Escrow at or about the same date as the requested Subgrant
Funds.
5.2. After receipt of a complete and proper Disbursement Request, WCB will
promptly and timely (estimated to be 45 working days from the date the WCB receives
the Disbursement Request) request payment from the federal Payment Management
System to the State Treasurer's Office of an amount not to exceed Twelve Million Six
Hundred Thousand Dollars ($12,600,000) for deposit into the State Treasury. After such
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deposit, WCB will promptly and timely request payment of the same amount from the
State Treasury for deposit into Escrow.
6. SUBGRANTEE'S COVENANTS
6.1. In consideration of the subgrant of the Subgrant Funds, Subgrantee hereby
covenants and agrees as follows:
a. The Subgrant Funds shall be used as purchase money only, which
excludes escrow and title fees and any other fees and costs incurred to accomplish
the transaction and the conveyance and acquisition of the Property.
b. The Property shall be held and used only in a manner that is
consistent with this Agreement, including the "Purposes of Subgrant" set forth in
Section 3.2.
c. The Property shall be set aside in perpetuity for the purposes of
conservation, including the Purposes of Subgrant.
d. Subgrantee shall comply with the terms and conditions of the award
of Federal Grant Funds to CDFW, to the extent such terms and conditions are
applicable to Subgrantee, the Subgrant Funds or the Property. Such terms and
conditions are contained in the Federal Assistance Requirements.
e. Subgrantee shall recognize the cooperative nature of the Acquisition
and shall provide credit to WCB, CDFW, USFWS, and any other contributor on
signs, demonstrations, promotional materials, advertisements, publications or
exhibits prepared or approved by Subgrantee which reference the Acquisition.
Subject to the mutual agreement of WCB and Subgrantee regarding text, design
and location, Subgrantee shall post sign(s) on the Property to indicate the
participation of WCB, CDFW and USFWS in Subgrantee's purchase of the
Property; provided however, that the sign(s) shall display the logo of WCB, as
shown on Exhibit F.
f. Subgrantee 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"), and
shall furnish [Grantor/WCB] with satisfactory evidence of payment upon
request. Subgrantee shall keep the Property free from any liens including,
without limitation, those arising out of any obligations incurred by subgrantee for
any labor or materials furnished or alleged to have been furnished to or for
Grantee at or for use on the Property.
g. The Property (including any portion of it or any interest in it) shall not
be sold, transferred, exchanged, or otherwise conveyed without the written
approval of the State of California (the "State"), acting through the Executive
Director of WCB, or its successor, and USFWS (to the extent required pursuant to
the Federal Assistance Requirements). The State shall not unreasonably withhold
6
its approval as long as the Property shall continue to be held and used only in a
manner consistent with this Agreement, including but not limited to Sections 6.1
(b) and (c), and each successor-in-interest assumes and agrees in a writing
reasonably acceptable to the State to be bound by the terms, covenants and
conditions of this Agreement.
h. The Property (including any portion of it or interest in it) may not be
used as security for any debt without the written approval of the State, acting
through the Executive Director of WCB, or its successor, and USFWS (to the
extent required pursuant to the Federal Assistance Requirements).
i. Subgrantee shall record or cause to be recorded, concurrently with
close of escrow for the purchase of the Property, a Notice of Unrecorded Subgrant
Agreement (the "Notice"), incorporating by reference this Agreement and giving
public notice that Subgrantee received funds under this Agreement in order to
assist Subgrantee in acquiring the Property and that, in consideration for the
receipt of the Subgrant Funds, Subgrantee has agreed to the terms of this
Agreement. The Notice shall be in the form of Exhibit G.
j. Subgrantee shall provide to WCB, promptly following the close of
escrow, a conformed copy of the recorded deed(s) and Notice, with all recording
information set forth thereon, as well as a copy of the final Escrow closing or
settlement statement and the title insurance policy insuring Subgrantee as the
owner of fee simple title to the Property. Subgrantee shall also provide copies of
such other documents related to the closing of the Acquisition as requested by
WCB. These documents shall become part of the project file maintained by WCB.
Upon receipt of the above documents from Subgrantee, WCB will provide USFWS
with a copy of all documents for their files.
k. At the request of WCB, not less than once in any period of three
calendar years, Subgrantee shall allow designated staff or representatives of
WCB, CDFW and USFWS to access the Property to assess compliance with the
terms, covenants, and conditions of this Agreement. Provided, however, that if
more frequent access is necessary to comply with applicable federal requirements
(including, but not limited to, 2 C.F.R. Section 200.329 and 2 CFR Section
1402.329 (d)) then Subgrantee shall allow designated staff or representatives of
WCB, CDFW and USFWS access to the Property at such intervals as WCB,
CDFW or USFWS considers appropriate to meet federal requirements to which it
is subject.
I. Subgrantee agrees to ensure that the terms and conditions of this
Agreement shall be taken into account when calculating the Baseline/Business
As Usual of the Property for purposes of establishing carbon credits or other
emissions offsets proposed to be authorized, created, sold, exchanged or
transferred. Subgrantee agrees to notify WCB prior to any such proposed
establishment.
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m . Subgrantee shall not allow public access on the Property, except
for trails as approved in writing by the and then only if CDFW and USFWS
determined in writing that public access for trails is to be compatib le w ith the
Purpose of Subgrant and the associated project narrative . The Subgrantee,
CDFW, and USFWS concur the Plumtree Drive Pony Trail Connector located on
an existing road is a compatib le trail. An addit ional tra il connect ionor between ..for
the Upper Filiorum and the Three Sisters Reserve s is be ing contemplated
consistent the Public Use Master Plan which is a component in the City of
Rancho Palos Verdes NCCP/HCP . If CDFW and USFWS determ ine that the
Three Sisters -Upper Fi liorum Reserve connector is compatible, hiking will be
allowed on the existing trail. The final trail alignment for the Three Sisters
Reserve may be deemed a compatible use by CDFW and USFWS in their sole
and absolute discretion . If the trail for the Three Sisters Reserve is deemed a
compatible use by CDFW and USFWS , it shall be incorporated into the Preserve
Tra il s Plan and Public Use Master Plan a public access plan deve loped by the
Subgrantee for the Property which shal l be reviewed and approved by CDFW
and USFWS . Subgrantee shall not allow public access on the Property unless
crn=w and usi:::ws determine in writing that public access is compatible with the
Purpose of Subgrant and the associated project narrative . If public access is
determined to be compatible by coi:::w and usi:::ws . a public access plan will be
developed for the Property by the Subgrantee which shall be reviewed and
approved by both coi:::vv and usi:::ws in their so le and absolute discretion .
7 . BREACH AND DEFAULT
7.1. In the event of a breach of any of the terms , covenants or conditions of this
Agreement , WCB shall give written notice to Subgrantee , describing the breach. Notice
shall be deemed given when personally delivered or deposited in the Un ited States Mail ,
postage prepaid , or with a reliable over-night courier, addressed to Subgrantee at
Subgrantee 's address for notices set forth at the beginning of this Agreement (or such
changed address of which Subgrantee has notified WCB in w riting pursuant to this
Agreement).
7 .2 . If Subgrantee does not cure the breach within 90 days of the date a notice
of breach is given or , if the breach is not curable within said 90-day period , Subgrantee
does not commence the cure within the 90 -day period and diligently pursue it to
completion , then Subgrantee shall be in default ("Default") under this Agreement.
7 .3 . Subgrantee shall also be in Default under this Agreement upon the
discovery that information given to WCB by or on behalf of Subgrantee under or in
connection with obtaining this Agreement was materially false or misleading . Notice of a
Default under this Section 7.3 shall be given in accordance with Section 7.1.
8. REMEDI ES
In the event of a Default und er this Agreement , in addition to any and all remedies
available at law or in equity , WCB shall have the following remedies :
8
8.1. WCB may seek specific performance of this Agreement. Subgrantee
agrees that payment by Subgrantee to WCB of an amount equal to the Subgrant Funds
disbursed under this Agreement would be inadequate compensation for any Default
because the benefit to be derived from full compliance by Subgrantee with the terms of
this Agreement is protecting habitat to help support and recover populations of listed
species including PVB, gnatcatcher, and former federal candidate cactus wren, while
benefitting other unlisted sensitive species, and wildlife habitat preservation, protection of
threatened and endangered species, and for compatible public f}t1blic--0r-pfivat&uses, all
as may be consistent with wildlife habitat preservation and protection of sensitive
biological resources and because such benefit exceeds to an immeasurable and
unascertainable extent the amount of money furnished by way of Subgrant Funds under
this Agreement.
8.2. WCB may require Subgrantee to convey a conservation easement over
the Property in favor of the State or, at the election of WCB, another entity or organization
authorized by California law to acquire and hold conservation easements. Furthermore,
WCB may also require Subgrantee to pay a sum to WCB which, when combined with the
fair market value of the conservation easement, equals the amount of Subgrant Funds
provided by this Agreement, together with interest compounded semi-annually starting
from the date of disbursement of the Subgrant Funds to the State Treasurer's Office to
and including the date of payment, at a rate equivalent to the higher of (a) that which is
being earned at the time of Default on deposits in the State of California's Pooled Money
Investment Account or (b) the applicable rate of interest under the Federal Assistance
Requirements. The conservation easement shall be for the purposes of protecting habitat
to help support and recover populations of listed species including PVB, gnatcatcher, and
former federal candidate cactus wren, while benefitting other unlisted sensitive species,
and wildlife habitat preservation, protection of threatened and endangered species, and
for compatible publicfltlOOC~riva~uses, all as may be consistent with wildlife habitat
preservation and protection of sensitive biological resources. The value of the
conservation easement shall be determined by an appraisal that is conducted by an
appraiser who is licensed pursuant to Part 3 (commencing with Section 11300) of Division
4 of the Business and Professions Code and acceptable to WCB. The appraisal shall be
prepared pursuant to UASFLA and USPAP and approved by DGS.
8.3. Intentionally Left Blank.
8.4. Despite the contrary provisions of Article 7 of this Agreement, if WCB
determines that circumstances require immediate action to prevent or mitigate
interference with the Purposes of Subgrant or other irreparable harm arising from a
breach or threatened breach of this Agreement, then WCB may pursue its remedies
without waiting for the period provided for cure to expire.
8.5. CDFW, as the grantee under the Federal Grant Agreement, shall be an
express third-party beneficiary of this Agreement and shall have the same rights and
remedies as WCB in the event of a breach or Default by Subgrantee.
9. NONPROFIT ORGANIZATION SUBGRANTEE
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9.1. If Subgrantee is a nonprofit organization and the existence of Subgrantee
is terminated for any reason, title to all interest in the Property acquired with Subgrant
Funds shall immediately vest in the State. However, prior to that termination, upon
approval of the State, acting through the Executive Director of WCB or its successor,
another public agency or nonprofit organization may receive title to all or a portion of that
interest in the Property by recording its acceptance of title in writing. Any deed or other
instrument of conveyance whereby the Property or any interest in it is being acquired by
a nonprofit organization pursuant to this Section 9.1 shall be recorded and shall set forth
the executory interest or right of entry on the part of the State.
10. TERM
10.1. This Agreement shall be deemed executed and effective when signed by
an authorized representative of each party and received in the respective offices of
Subgrantee and WCB, together with the certifications, commitment and resolution
described in Section 4.1 (d) -(g) (the "Effective Date"). Subgrantee and WCB shall each
sign two original counterparts of this Agreement. Subgrantee shall receive one
completely executed original and WCB shall receive one completely executed original.
10.2. The term of this Agreement will commence on the Effective Date and,
unless previously terminated as provided in Section 10.3, will expire on May 25, 2023 if
escrow has not closed by that date.
10.3. Prior to Subgrantee's close of escrow for acquisition of the Property, either
party may terminate this Agreement for any reason or for no reason, by providing the
other party with not less than 15 days' written notice of such termination. Notice shall be
given in the same manner as specified in Section 7.1. If this Agreement is terminated
after the deposit of the Subgrant Funds into Escrow but before close of escrow for
Subgrantee's acquisition of the Property, Subgrantee shall cause the escrow holder to
immediately return all Subgrant Funds to (or as instructed by) WCB and Subgrantee shall
bear all costs and expenses of such termination.
10.4. In the event this Agreement is terminated in accordance with its terms,
neither party shall have any rights nor remedies against the other party except as provided
herein.
10.5. The provisions of this Agreement that are not fully performed as of the close
of escrow, including but not limited to Sections 3 (Purposes of Subgrant), 6 (Subgrantee's
Covenants), 7 (Breach and Default) and 8 (Remedies) shall survive the close of escrow
for Subgrantee's acquisition of the Property and remain in full force and effect.
11. LIABILITY, MODIFICATIONS, INTERPRETATION
11.1. Subgrantee shall indemnify, protect and hold harmless WCB, CDFW, the
State of California, and their respective members, directors, officers, agents, and
employees (each an "Indemnified Party"), from and against any and all claims, demands,
damages, liabilities, losses, costs (including attorneys' fees) and expenses (collectively,
"Claims") arising out of, connected with, or incident to this Agreement or the acquisition,
10
ownership, use, management, operation or maintenance of the Property, except that
Subgrantee shall have no obligation to indemnify or hold harmless an Indemnified Party
for Claims caused by the negligent or wrongful act of that Indemnified Party.
11.2. This Agreement may be modified only by written amendment signed by
WCB and Subgrantee. No prior or contemporaneous oral understanding or agreement
not incorporated in this Agreement shall be binding on either of the parties.
11.3. All references herein to "Subgrantee" are intended to refer to Subgrantee or
its designee, successor or assignee as may be approved by WCB.
11.4. If any provision of this Agreement or the application thereof to any person
or circumstance is held to be invalid or unenforceable, that shall not affect any other
provision of this Agreement or applications of the Agreement that can be given effect
without the invalid provision or application and to this end the provisions of this Agreement
are severable.
11.5. Subgrantee, its officers, directors, employees, agents and representatives,
is each acting in an independent capacity in entering into and carrying out this Agreement,
and not as a partner, member, director, officer, agent, employee or representative of
WCB, CDFW or the State of California.
11.6. This Agreement is not assignable or transferable by Subgrantee, either in
whole or in part, except in connection with a transfer of the Property approved by WCB
under Section 6.1 (g) of this Agreement.
11.7. Any costs incurred by WCB or CDFW, where it is the prevailing party, in
enforcing the terms of this Agreement against Subgrantee, including but not limited to
costs of suit, attorneys' and experts' fees, at trial and on appeal, and costs of enforcing
any judgment, shall be borne by Subgrantee.
11.8. Enforcement of the terms of this Agreement by WCB or CDFW shall be at
its discretion, and any forbearance by WCB or CDFW to exercise its rights under this
Agreement 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 Agreement or any of the rights
of WCB or CDFW under it.
11. 9. WCB will notify Subgrantee as promptly as possible following its receipt of
any request under the California Public Records Act (Government Code Section 6250 et
seq.) for information related to the Acquisition.
12. CONDEMNATION
12.1. If all or any part of the Property is taken by exercise of the power of eminent
domain, or acquired by purchase in lieu of condemnation, WCB and Subgrantee shall act
jointly to recover from the condemning authority the full value of the Property so taken or
purchased, and all direct or incidental damages resulting therefrom. WCB shall be
entitled to the share of the Award (as defined below) which equals the ratio of the
11
Subgrant Funds to the total purchase price Subgrantee paid to acquire the Property (e.g.,
if Subgrantee paid a purchase price of $2 million and the amount of Subgrant Funds was
$750,000, then WCB would be entitled to 37.5% of the Award). For purposes of this
Agreement, the "Award" shall mean all compensation awarded, paid or received on
account of the Property so taken or purchased, and all direct or incidental damages
resulting from the taking or purchase, less all out-of-pocket expenses reasonably incurred
by Subgrantee in connection with the taking or purchase.
13. AUDIT
13.1. Subgrantee shall maintain complete and accurate records of its actual
project costs, in accordance with generally accepted accounting principles and practices,
and shall retain said records for at least four years after the date the Subgrant Funds are
deposited into Escrow. During such time, Subgrantee shall make said records available
(or cause them to be made available) to the State of California for inspection and audit
purposes during normal business hours. Expenditures not documented, and
expenditures not allowed under this Agreement or otherwise authorized in writing by WCB
shall be borne by Subgrantee. Except to the extent the Federal Assistance Requirements
(including, but not limited to, 2 C.F.R. Section 200.500) provide otherwise, the audit shall
be confined to those matters connected with this Agreement, including but not limited to
administration and overhead costs.
14. UNION ORGANIZING
14.1. Subgrantee hereby acknowledges the applicability of Government Code
Sections 16645 through 16649 to this Agreement and certifies that:
a. No state funds (as defined in Government Code Section 16645)
disbursed by this subgrant will be used to assist, promote or deter union
organizing;
b. Subgrantee shall account for state funds disbursed for a specific
expenditure by this subgrant, to show those funds were allocated to that
expenditure;
c. Subgrantee shall, where funds are not designated as described in
Section 14.1 (b) above, allocate, on a pro-rata basis, all disbursements that
support the subgrant program; and
d. If Subgrantee makes expenditures to assist, promote or deter union
organizing, Subgrantee will maintain records sufficient to show that no state
funds were used for those expenditures, and that Subgrantee shall provide
those records to the Attorney General upon request.
15. NON-DISCRIMINATION
15.1. During the performance of this Agreement, Subgrantee is subject to all
Federal and State laws prohibiting discrimination including but not limited to Title VI of the
12
Civil Rights Act of 1964 (42 U.S C. Section 2000d et seq.), Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. Section 794), Title II of the Americans with
Disabilities Act of 1990 (42 U.S.C. Section 12131 et seq.), the Age Discrimination Act of
1975 (42 U.S.C. Section 6101 et seq.), the Fair Employment and Housing Act
(Government Code Section 12900 (a -f) et seq.), and applicable regulations (California
Code of Regulations, Title 2, Section 7285 et seq.). Subgrantee shall not unlawfully
discriminate against, harass, or allow harassment against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, physical disability
(including HIV and AIDS), mental disability, medical condition, marital status, age (over
40), sex, sexual orientation, or use of family-care leave, medical-care leave, or
pregnancy-disability leave. Subgrantee shall take affirmative action to ensure that the
evaluation and treatment of its employees and applicants for employment are free of such
discrimination and harassment. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment advertising; layoff
or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. Subgrantee shall comply with the regulations of the Fair
Employment and Housing Commission regarding Contractor Nondiscrimination and
Compliance (Chapter 5 of Division 4 of Title 2 of the California Code of Regulations),
which are incorporated by reference into this Agreement. Subgrantee shall give written
notice of its obligations under this non-discrimination clause to labor organizations with
which Subgrantee has a collective bargaining or other agreement, and shall post in
conspicuous places available to employees and applicants for employment, notice setting
forth the provisions of this section. Subgrantee shall also include the nondiscrimination
and compliance provisions of this Agreement in all contracts related to the Acquisition.
16. DRUG-FREE WORKPLACE REQUIREMENTS
16.1. Subgrantee hereby certifies that it shall provide a drug-free workplace in
compliance with the Drug-Free Workplace Act of 1990 (Government Code Section 8350
et seq.) by taking all of the following actions:
a. Publishing a statement notifying employees that the unlawful
manufacture, distribution, dispensation, possession or use of a controlled
substance is prohibited in the workplace and specifying the actions to be
taken against employees for violations;
b. Establishing a drug-free awareness program to inform employees
about all of the following:
(i) The dangers of drug abuse in the workplace;
(ii) The organization's policy of maintaining a drug-free
workplace;
(iii)
(iv)
Any available drug counseling, rehabilitation, and employee
assistance programs; and
The penalties that may be imposed upon employees for drug
abuse violations.
c. Requiring that every employee engaged in the performance of this
Agreement:
13
(i) Be given a copy of the organization's drug-free workplace
policy statement; and
(ii) Must agree to abide by the terms of the organization's
statement as a condition of employment in connection with this
Agreement.
Failure to comply with the above requirements may result in suspension of
payments under, or termination of, this Agreement, or both. Subgrantee may be ineligible
for award of any future grants or subgrants from the State if the State determines that
Subgrantee has made a false certification; or violates the certification by failing to carry
out the requirements set forth above.
17. EXHIBITS
Each of the Exhibits referenced in this Agreement is incorporated by reference as
though set forth in full herein. The following Exhibits are attached to this Agreement:
Exhibit A -Property Description and List of Assessor's Parcel Numbers
Exhibit B -Certification of No Regulatory Requirements
Exhibit C -Commitment to Management Funding
Exhibit D -Assurances and Certifications
Exhibit E -Certified Resolution or Other Action of Governing Body of
Subgrantee
Exhibit F -WCB's Logo
Exhibit G -Form of Notice of Unrecorded Subgrant Agreement
Exhibit H /\pproveEl-+fai.l.s
18. AUTHORIZATION
The signature of the Executive Director certifies that at the Board meeting held on
May 26, 2022, the Wildlife Conservation Board authorized the award of a subgrant to
Subgrantee as provided in this Agreement.
IN WITNESS WHEREOF, this Subgrant Agreement is made and entered into this
__ day of _______ , 2022, in the State of California, by and between the
Wildlife Conservation Board and the City of Rancho Palos Verdes, each of which does
hereby agree to the terms and conditions referenced on pages 1 through 14, along with
Exhibits A -QM, of this Agreement.
14
STATE OF CALIFORNIA
WILDLIFE CONSERVATION BOARD
By:-----------
John P. Donnelly
Title: Executive Director
Date: _________ _
15
GRANTEE:
THE CITY OF RANCHO PALOS
VERDES
By:-----------
David L. Bradley
Title: City Mayor
Date: __________ _
EXHIBIT A
(Legal Description and APNs of Property)
THE LAND REFERRED TO HEREIN BELOVV IS SITUATED l~J THE COUNTY OF LOS
ANGELES , STATE OF CALIFORNIA, AND IS DESCR IBED AS FOLLOWS :
PARCEL A:
PARCEL 1, AS SHOVVN ON LOT LINE ADJUSTMENT NO. SUB2003 00025 , AS
EVIDENCED BY A CERTIFICATE OF COMPLIANCE NO. SUB2004 00004 ,
RECORDED AUGUST 9 , 2004 /\S INSTRUMENT NO . 04 2035438 OF OFFICIAL
RECORDS , MORE P/\RTICUL/\RLY DESCRIBED AS FOLLOWS :
PARCEL 1 AS DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MAY 4,
1999 AS INSTRUMENT NO . 99 0792964 /\~JD PARCEL 2 /\S DESCRIBED IN
CERTIFICATE OF COMPLIANCE RECORDED MAY 4, 1999 AS INSTRUMENT NO .
99 0792965 , BOTH OF OFFICIAL RECORDS OF SAID COUNTY .
EXCEPTING THEREFROM TH.A.T PORTION OF SAID PARCEL 2 LYl~JG
NORTHERLY AND EASTERLY OF THE FOLLOWl~JG DESCRIBED LINE
BEGINNING AT THE MOST \II/ESTERLY CORNER OF LOT 16 IN BLOCK 4 OF
TRACT 14195 , AS SHOWN BY M/\P FILED IN BOOK 323 , PAGES 8 TO 10 ,
INCLUSIVE OF MAPS , IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY , THENCE NORTH 51 ° 00 ' 00" I/VEST 165 .00 FEET, THENCE NORTH 09 °
54' 54" WEST 990 .00 FEET , THENCE NORTH 89 ° 19' 04" V\/Eg.r...~oo FEET TO
THE NORTHERLY TERMINUS OF A LINE DESCRIBED AS NORTH 14 ° 34" 00"
WEST 183 .00 FEET IN S/\ID CERTIFICATE OF COMPLIANCE.
PARCEL B :
MJ EASEMENT FOR BRIDLE TRAILS AND BRIDLE TRAILS ONLY , OVER AND
ALONG THAT PORTlmJ OF LOT 1 OF TRACT NO . 13836, l~J THE CITY OF
RANCHO PALOS VERDES , INCLUDED WITHIN A STRIP OF LAND 5.00 FEET WIDE ,
EXTENDING FROM THE NORTHVVESTERLY TO THE SOUTHEASTERLY
BOUNDARY OF SAID LOT , THE NORTHEASTERLY LINE OF WHICH IS THE
SOUTHl/1/ESTERLY LINE OF THE 25 .00 FOOT PRIVATE ROAD SHOVVN ON SAID
MAfL
EXCEPT THEREFROM THAT PORTlmJ OF SAID LAND INCLUDED VI/ITHIN THE
LA.ND DESCRIBED IN PARCEL 2 ABOVE .
PARCEL C :
THAT CERTAIN REAL PROPERTY IN THE C ITY OF RANCHO PALOS VERDES ,
COUNTY OF LOS ANGELES , STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS;.
EXHIBIT A
(Continued)
BEING A PORTION OF PARCEL "A " OF LOT LINE ADJUSTMENT NO . SUB2004
00001 , RECORDED JANUARY 27 , 2005 , AS INSTRUMENT NO . 05 0200143 OF
OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY LYING SOUTHERLY OF THE FOLLOV\/ING DESCRIBED LINE :
BEGINNING AT A POINT ON THE BOUNDARY OF PARCEL 1 OF CERTIFICATE OF
COMPLIANCE NO . SUB2004 00005 , RECORDED AUGUST 9 , 2004 , AS
INSTRUMENT NO . 04 2035438 OF SAID OFFICIAL RECORDS , DISTANT SOUTH 09°
54 ' 54 " EAST 166 .00 FEET FROM THE NORTHERLY TERMINUS OF A LINE SHOWN
AS "N. 09 ° 54' 54" IN . 990" ON SAID CERTIFICATE OF COMPLIANCE ; THENCE
NORTH 60 ° 18' 30" EAST 631 .33 FEET ; THENCE SOUTH 74 ° 20' 44''
EAST 440 .95 FEET; THENCE SOUTH 59 ° 07' 14 " EAST 320 .71 FEET ; THENCE
SOUTH 88 ° 59 ' 52 " EAST 152 .85 FEET ; THENCE NORTH 71 ° 58 ' 30 " EAST 10545
FEET ; THENCE NORTH 21 ° 34 ' 17" E/\ST 474 .07 FEET ; THENCE NORTH 45 ° 02 ' 17"
EAST 237 .34 FEET ; THENCE SOUTH 30 ° 16 ' 06'' EAST 256 .41 FEET ; THENCE
SOUTH 14 ° 25' 32 " WEST 272.05 FEET ; THENCE SOUTH 40 ° 29 ' 11 " EAST 432 .00
FEET TO THE SOUTHERLY BOUNDARY OF SAID PARCEL A
/1.PN : 7573 003 016 ,7572 012 028 , 7572 012 029 , 7581 023 035 , 7581 023 03 7
17
EXHIBIT B
(Certification of No Regulatory Requirements)
The undersigned is the Mayor of The City of Rancho Palos Verdes, the Subgrantee
under the California Wildlife Conservation Board Subgrant Agreement for Acquisition of
Fee Interest (Agreement) of which this Exhibit B forms a part. Subgrantee hereby
certifies to the Wildlife Conservation Board (WCB) as follows:
Subgrantee's acquisition of the Property (as defined in the Agreement) located in The
City of Rancho Palos Verdes, Los Angeles County, California, and commonly known as
the Point View and Plumtree Properties is not intended, and shall not serve, to satisfy
any local, state or federal regulatory requirement (e.g., mitigation for any local, state or
federal authorization or permit), including but not limited to complying with a biological
opinion under Section 7 of the Endangered Species Act of 1973, 16 U.S.C. Section
1361 et seq., as amended ("ESA"), or fulfilling commitments of a Habitat Conservation
Plan under Section 10 of the ESA.
Subgrantee makes this Certificate with the understanding that if WCB enters into the
Agreement and subgrants Federal Grant Funds (as defined in the Agreement) to
Subgrantee, WCB will do so in reliance on this Certificate.
Dated:
SUBGRANTEE
CITY OF RANCHO PALOS VERDES
By: __________ _
Print Name: David L. Bradley
Title: City Mayor
EXHIBIT C
(Commitment to Management Funding)
The undersigned is the City ManagerMayor of the City of Rancho Palos Verdes , Dav id L.
BradleyAra Mihranian , the Subgrantee under the California Wildlife Conservation Board
Subgrant Agreement for Acquisition of Fee Interest (Agreement) of which this Exhibit C
forms a part. Subgrantee hereby commits to the Wildlife Conservation Board (WCB) as
follows:
The City of Rancho Palos Verdes entered into a planning agreement with the U.S. Fish
and Wildl ife Service and the California Department of Fish and W il dlife, (the Wildlife
Agencies) in 1996 for the preparation of a Natural Communities Conservation
Plan/Habitat Conservation Plan (NCCP/HCP). After twenty-three years of planning and
land acquisition to create the NCCP/HCP Preserve, the City Council adopted the final
NCCP/HCP on November 19, 2019 , and the City was awarded its Section 10 permit from
the U.S. Fish and Wildlife Service in April 2020 . The City is awaiting California Fish and
Wildlife Department permit decisions.
As part of the City Council-adopted NCCP/HCP, the City has worked together with the
Wildlife Agencies and the City 's Preserve Habitat Manager. the Palos Verdes Peninsula
Land Conservancy (PVPLC). to manage the existing 1 .400-acre Palos Verdes Nature
Preserve (Preserve) for compliance with the NCCP/HCP 's habitat conservation
requirements . The PVPLC carries out NCCP/HCP habitat management requirements of
the NCCP/HCP including habitat restoration, invasive plant removal, and covered species
monitoring and reporting . The Wildlife Agencies, City, and PVPLC also work together to
prepare and implement a Public Use Master Plan (PUMP) to manage public use of the
Preserve in a way that minimizes impacts to natural resources. The regulations outlined
in the PUMP are also captured in the Rancho Palos Verdes Municipal Code . The City
employs Park Rangers and Open Space Management staff for rules enforcement. public
education, and natural resource protection within the Preserve . Likewise , the PVPLC has
a Volunteer Tra il Watch program for public education and natu ral resource protection .
Subgrantee hereby commits to funding for and implementation of management of the
Property (as defined in the Agreement) located in Los Angeles County, California, and
commonly known as the Lower Filiorum and Plumtree properties , in perpetuity consistent
with the follow ing Purposes of Subgrant:
Protecting habitat to help support and recover populations of listed species including PVB,
gnatcatcher, and former federal candidate cactus wren, while benefitting other unlisted
sensitive species, and wildlife habitat preservation, protection of threatened and
endangered species, and for compatible pub li c uses, all as ma v be consistent with wildlife
habitat preservation and protection of sensitive biological resources .
The Lower Filiorum and Plumtree properties will be added to the 1,400 acre Preserve,
which the City and PVPLC have been actively managing for over twenty years. As a result
of over two decades of management experience and associated costs, the following is
anticipated with the acquisition of the property .
Management of the property w ill include :
• Biological monitoring including Hab itat Tracking and Covered Species monitoring
• NCCP/HCP required reporting on hab itat conservation goals
• Habitat restoration
• Invasive plant remova l
• Regula r coord ination with Wil d life Agencies and Preserve Habitat Manager
(PVPLC)
• Pub li c Safety and Enforcement services (C ity Park Ranger Program, LA County
Fire Department, and LA County Sheriff 's Office)
• Trail and road maintenance
• Litter/Sanitation contro l
• Fuel Modification
• Signage
• Access control
• Spur/social trail closures
• Pub li c education and outreach
The City and PVPLC have documented Preserve management costs in the NCCP/HCP
and report out annually on management costs through NCCP/HCP required annual
reporting . Per the NCCP/HCP, during the 50-year permit term, the City is requ ired to
ded icate $1,535,419 annually toward Preserve management and the PVPLC is requ ired
to dedicate $250 .019 annually toward Preserve management. Add itiona ll y, the City
maintains a ded icated Hab itat Restoration Fund as part of the approved City budget, with
at least $50 ,000, adjusted annually for inflat ion to help fund the City 's share of planned
responses to Changed Circumstances pursuant to Section 6 .10.0 of the NCCP/HCP .
Annual reporting show that these min imum thresho lds are be ing met.
Because the City 's financia l and in-k ind services are prov ided by City staff and existing
contract with vendors, and because there is minimal pub li c access (and resulting
necessary serv ices and amen it ies) to the Lower Fi liorum and Plumtree properties, the
City anticipates absorbing the management costs w ithin its exist ing NCCP/HCP financial
requirements. Capita l Improvement Projects may be cons idered by the City Counci l to
improve two public socia l access tra il s. or to make modifications to ex ist ing fire roads for
uti lity/pub li c safety access . However, a large portion of the City 's tra il system is
maintained through the Volunteer Trail Crew at low cost. Additiona ll y, there will be new
costs associated with fuel mod ificat ion to be performed on the acquired property .
To assure maintenance of the Preserve once the 50-year NCCP/HCP Perm its expire,
beginn ing in 2006, the City began providing an annual payment to the PVPLC w ith a
minimum of $10,000, adjusted annua ll y us ing Consumer Pr ice Index (CP I-U) for a
separate non-wasting endowment fund . The PVPLC manages the endowment to cover
its costs for post-Permit conservat ion management. The City wi ll continue to fulfill its
funding respons ibilit ies identified in the NCCP/HCP, in the amount of at least $1 ,381,119
annually post-Perm it Term . Add it ionally, a minimum payment of $10,000 will be prov ided
to the PVPLC by the City every year and continuing for the Perm it Term. Principal,
interest, div idends and/earn in gs will rema in in the fund unti l the Permit expires . The
PVPLC's investment strategy of the fund is anticipated to generate at least $863,000
(adjusted for CPI-U) by the end of the 40 year-Permit Term which w ill assure sufficient
funding for the perpetual management of the Preserve . The interest and d ividends on the
endowment, but no part of the principal, will be used by the PVPLC for conservation
easement management when the Permit Term expires . Management of the conservat ion
easement by the PVPLC wi ll include monitoring the lands in accordance with the
conservation easements , providing monitoring reports and any needed follow up ,
communication with the landowner (City), commun ication with City staff and utility
companies as needed with regard to conservation easement requirements, reviewing
permitted rights and approvals for activ ities, dealing with minor violation incidents , and
coordinating the resolution . The est imated annual cost that the PVPLC will fund from the
endowment for such post-Permit activities is $22 ,030, adjusted annually by the CPI -U.
The City , PVPLC and W il dlife Agencies have coordinated to assure that the endowment
and PVPLC 's investment strategy will provide sufficient funding for perpetua l
management of the Preserve . Additionally, the City is obligated to fund its management
respons ibi li ties post permit. This funding post permit term is a requirement of the
NCCP/HCP . Because of the financial stability of the City and the extens ive advanced
planning between the City , Wi ldlife Agencies , and PVPLC: the City is confident that the
resources within the endowment will not run out.
Subgrantee makes this Commitment with the understanding that if WCB enters into the
Agreement and subgrants Federal Grant Funds (as defined in the Agreement) to
Subgrantee , WCB will do so in re li ance on this Commitment.
Dated :
Subgrantee : Dav id L. Brad leyAra MihraRiaA
B
Print Name : Ara Mihran ianDavid L . Bradley
Title: MayorCity Manager
EXHIBIT D
(Assurances and Certifications)
EXHIBIT E
(Certified Resolution or Other Action of Governing Body of Subgrantee)
EXHIBIT F
(WCB Logo)
CB
,State of California
Wildlife Conservation Board
EXHIBIT G
(Notice of Unrecorded Subgrant Agreement)
RECORDING REQUESTED BY:
)
[Insert Name and Address )
of Subgrantee] )
WHEN RECORDED, RETURN TO:
State of California
Wildlife Conservation Board
Attn: Executive Director
)
)
)
)
Mailing address: P.O. Box 944209
Sacramento, CA 94244-2090
Project Name: ______ _
Counfy: ________ _
APN:
Space above line for Recorder's use
NOTICE OF UNRECORDED SUBGRANT AGREEMENT
(WITH COVENANTS AFFECTING REAL PROPERTY)
This Notice of Unrecorded Subgrant Agreement ("Notice"), dated as of
=-=---,-----,----,,~---,--· 20 __ , is made bY ....,,.,.---,-,---==----,--,------,~.,...,........,.....-.,--
("Subgrantee") and recorded concurrently with the Deed described below, to provide
notice of an agreement between Subgrantee and the Wildlife Conservation Board
("WCB"), a subdivision of the State of California, affecting the real property described
below.
1. WCB and Subgrantee have entered into the California Wildlife
Conservation Board Subgrant Agreement for Acquisition of Fee Interest, WCB Subgrant
Agreement No. SG-_____ (Section 6 Grant Agreement No. F ____ _
("Subgrant" or "Agreement"), pursuant to which WCB subgrants to Subgrantee certain
Federal Grant Funds for Subgrantee's acquisition of fee title to approximately ___ _
acres of real property located in the County of _______ , California (the
"Property"), by Grant Deed (the "Deed") from --=-~....,,....,,_.,.,..---.-~~~ [identify
Grantor]. The Property is legally described in Exhibit A attached to this Notice and
incorporated in it by this reference. Initial-capitalized terms used in this Notice and not
otherwise defined shall have the meaning set forth in the Subgrant.
2. Subgrantee agrees under the terms of the Subgrant to execute this Notice
to give notice that Subgrantee received funds under the Agreement to assist
Subgrantee in acquiring the Property and that, in consideration of the Subgrant Funds,
Subgrantee has agreed to the terms of the Subgrant. The Subgrant is incorporated by
reference into this Notice.
3.
follows:
Subgrantee covenants and agrees in Section 6.1 of the Agreement as
3.1. The Property shall be held and used only in a manner that is
consistent with the Agreement, including the following "Purposes of
Subgrant" set forth in Section 3.2 of the Agreement:
The Property shall be held and used for the purposes of protecting
habitat to help support and recover populations of listed species
including PVB, gnatcatcher, and former federal candidate cactus
wren, while benefitting other unlisted sensitive species, and wildlife
habitat preservation, protection of threatened and endangered
species, and for compatible public public or privat&uses, all as may
be consistent with wildlife habitat preservation and protection of
sensitive biological resources (individually and collectively, the
"Purposes of Subgrant").
3.2. The Property shall be set aside in perpetuity for the purposes of
conservation, including the Purposes of Subgrant.
3.3. Subgrantee shall comply with the terms and conditions of the award
of Federal Grant Funds to the California Department of Fish and Wildlife
("CDFW'), to the extent such terms and conditions are applicable to
Subgrantee, the Subgrant Funds or the Property.
3.4. Subgrantee 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"), and shall furnish [Grantor/WCB] with satisfactory evidence of
payment upon request. Subgrantee shall keep the Property free from any
liens including, without limitation, those arising out of any obligations
incurred by subgrantee for any labor or materials furnished or alleged to
have been furnished to or for Grantee at or for use on the Property.
3.5 The Property (including any portion of it or any interest in it) shall
not be sold, transferred, exchanged or otherwise conveyed without the
written approval of the State of California (the "State"), acting through the
Executive Director of WCB, or its successor, and the U.S. Department of
the Interior, Fish and Wildlife Service ("USFWS") (to the extent required
pursuant to the Federal Assistance Requirements).
3.6. The Property (including any portion of it or any interest in it) may not
be used as security for any debt without the written approval of the State ,
acting through the Executive Director of WCB, or its successor, except to
the extent the use of the Property as security is prohibited or limited by the
Federal Assistance Requirements.
3. 7. At the request of WCB, not less than once in any period of three
calendar years, Subgrantee shall allow designated staff or representatives
of WCB, CDFW and USFWS to access the Property to assess compliance
with the terms, covenants and conditions of this Agreement. Provided,
however, that if more frequent access is necessary to comply with
applicable federal requirements (including, but not limited to, 50 C.F.R.
Section 81.13) then Subgrantee shall allow designated staff or
representatives ofWCB, CDFW and USFWS access to the Property at such
intervals as WCB, CDFW or USFWS considers appropriate to meet federal
requirements to which it is subject.
--------<+. Pursuant to Section 8 of the Agreement, in the event of a Default under
the Agreement, in addition to any and all remedies available at law or in equity, WCB
may seek specific performance of the Subgrant and may require Subgrantee to convey
a conservation easement over the Property in favor of the State (or, at the election of
WCB, another entity or organization authorized by California law to acquire and hold
conservation easements), and to pay a sum to WCB which, when combined with the fair
market value of the conservation easement, equals the amount of Subgrant Funds
provided by the Agreement, together with interest thereon as provided in the
Agreement. CDFW, as the Grantee under the Federal Grant Agreement, shall be an
express third-party beneficiary of the Agreement and shall have the same rights and
remedies as WCB in the event of a breach or Default by Subgrantee.
5. Pursuant to Section 9 of the Agreement, if Subgrantee is a nonprofit
organization and the existence of Subgrantee is terminated for any reason, title to all
interest in the Property acquired with Subgrant funds shall immediately vest in the State.
However, prior to that termination, upon approval of the State, acting through the
Executive Director of WCB or its successor, another public agency or nonprofit
organization may receive title to all or a portion of that interest in the Property by
recording its acceptance of title in writing. Any deed or other instrument of conveyance
whereby the Property or any interest in it is being acquired by a nonprofit organization
pursuant to this section shall be recorded and shall set forth the executory interest or
right of entry on the part of the State.
6. Pursuant to Section 10 of the Agreement, the provisions of the Subgrant
that are not fully performed as of the close of escrow shall survive the close of escrow
for Subgrantee's acquisition of the Property and shall remain in full force and effect.
7. Pursuant to Section 11 of the Agreement, the Subgrant shall be binding
upon Subgrantee and all designees, successors and assigns of Subgrantee.
8. Pursuant to Section 12 of the Agreement, if all or any part of the Property
is taken by exercise of the power of eminent domain, or acquired by purchase in lieu of
condemnation, WCB and Subgrantee shall act jointly to recover from the condemning
authority the full value of the Property so taken or purchased, and all direct or incidental
damages resulting therefrom. WCB shall be entitled to the share of the Award which
equals the ratio of the Subgrant Funds provided by WCB to the total purchase price
Subgrantee paid to acquire the Property.
9. This Notice is solely for the purpose of recording and in no way modifies
the provisions of the Agreement. Subgrantee and WCB each has rights, duties and
obligations under the Agreement which are not set forth in this Notice. To the extent the
terms of this Notice conflict with the Agreement, the terms of the Agreement shall
govern and control.
10. For additional terms and conditions of the Agreement, reference should be
made to the California Wildlife Conservation Board Subgrant Agreement for Acquisition
of Fee Interest by and between WCB and Subgrantee that commenced
~~-~~-~· 20 , and is on file with the Wildlife Conservation Board, 1700
9th St., 4th Floor, Sacramento, California 95811; mailing address: Wildlife Conservation
Board, c/o Department of Fish and Wildlife, P 0. Box 944209, Sacramento, CA 94244-
2090.
SUBGRANTEE:
By: __________ _
Print Name: ________ _
Title: ___________ _
[Notary Acknowledgment]
EXHIBIT H
(Pub li c Access Tra il s)
CALIFORNIA WILDLIFE CONSERVATION BOARD
SUBGRANT AGREEMENT FOR ACQUISITION OF FEE INTEREST
Cooperative Endangered Species Conservation Fund
(Section 6 of the Federal Endangered Species Act) Grant Program
Subgrantee: Full, Legal Name: City of Rancho Palos Verdes
Address: 30940 Hawthorne Blvd.
Attn:
Phone:
E-mail:
Rancho Palos Verdes, CA 90275
Ara Michael Mihranian, City Manager
31 0-544-5202
aram@rpvca.gov
Federal Employer ID No./Taxpayer ID No.: 95-2867872
Project Name: Palos Verdes Nature PreserveEcological Reserve, Expansion 1
Rancho Palos Verdes (York) HCP/NCCP
Project Location: City of Rancho Palos Verdes (APN Nos: 7572-012-024, -028, -029;
7573-003-016; 7581-023-035, -037 (portions thereof)
Section 6 Grant Agreement Number: F22AP00089
WCB Subgrant Agreement Number: SG-2107SS
WCB Project ID: 2020074
WCB Subgrant Agreement Amount: Not to exceed$ 12,600,000.00
Notices to be delivered to:
For Subgrantee: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: City Manager
For WCB: Wildlife Conservation Board
Mailing address: P 0. Box 944209
Sacramento, CA 94244-2090
Attn: Executive Director
With a copy to: Department of Fish and Wildlife
Habitat Conservation Branch
1416 9th Street, 12th Floor
Sacramento, CA 95814
_..[ Formatted: Font Not Bold
Attn: Grant Coordinator
1. BACKGROUND
1.1. The U.S. Department of the Interior, Fish and Wildlife Service ("USFWS")
and the California Department of Fish and Wildlife ("CDFW') have entered into a
Cooperative Agreement for the benefit of endangered, threatened and rare fish, wildlife
and plants which are resident in the State of California.
1.2. USFWS has approved the Application for Federal Assistance submitted by
CDFW, F22AP00089 (the "Federal Grant Application"), for Cooperative Endangered
Species Conservation Fund (Section 6 of the Federal Endangered Species Act) Grant
Program funding ("Federal Grant Funds") to facilitate the acquisition of real property
identified in the Federal Grant Application. The Notice of Federal Assistance Approval
for F22AP00089 (the "Federal Approval Notice") which USFWS issued to CDFW specifies
terms of acceptance of the Federal Grant Funds. CDFW and USFWS have entered into
a Grant Agreement for Grant No. F22AP00089, Grant Title: Non-Traditional Section 6 (FY
2021) City of Rancho Palos Verdes Natural Community Conservation Plan/Habitat
Conservation Plan, (the "Federal Grant Agreement") which specifies additional terms and
conditions of the grant of Federal Grant Funds. The Federal Approval Notice and Federal
Grant Agreement, including the terms and conditions set forth or incorporated directly or
by reference in either or both of these instruments, are referred to in this Subgrant
Agreement ("Agreement") individually and collectively as the "Federal Assistance
Requirements".
1.3. Subgrantee has entered into an agreement to purchase the Property
described in Section 3.1 of this Agreement, which Property is the real property identified
in the Federal Grant Application. Subgrantee has requested a subgrant of Federal Grant
Funds from CDFW, acting through the Wildlife Conservation Board ("WCB"), to facilitate
Subgrantee's acquisition of the Property (the "Acquisition").
1.4. USFWS will permit CDFW, acting through WCB, to subgrant Federal Grant
Funds to Subgrantee for the purpose of the Acquisition upon and subject to the Federal
Assistance Requirements and the terms and conditions set forth in this Agreement.
1.5. USFWS requires that non-federal funds equal to Thirty Percent (30%) of the
appraised fair market value, must be provided as a match for the Federal Grant Funds.
1.6. Concurrently with this Agreement, WCB and Subgrantee have entered
into Grant Agreement No. WG-WC-2264SS, pursuant to which WCB agrees to grant to
Subgrantee a portion of the non-federal share of funding for the Acquisition.
2. SCOPE OF AGREEMENT
2.1. Pursuant to Chapter 4 of Division 2 (commencing with Section 1300) of the
California Fish and Game Code and California Drought, Water, Parks, Climate, Coastal
Protection, and Outdoor Access For All Act of 2018 (Proposition 68), Section 80111 (b),
WCB hereby subgrants to Subgrantee Federal Grant Funds in a sum not to exceed
2
Twelve Million Six Hundred Thousand Dollars ($12,600,000 00) (the "Subgrant Funds"),
upon and subject to the terms and conditions of this Agreement.
3. PURPOSES OF SUBGRANT
3.1. WCB is entering into this Agreement, and the Subgrant Funds shall be
used, only for the purpose of facilitating Subgrantee's purchase of fee title to
approximately 96 acres of land known as the Point View and Plumtree Properties and
designated Assessor's Parcel No{s). 7572-012-024, -028, -029; 7573-003-016; 7581-
023-035, -037 (portions thereof), located in the County of Los Angeles, California (the
"Property"). The Property is more particularly described in Exhibit A attached to this
Agreement.
3.2. Subgrantee covenants and agrees that if WCB requests disbursement of
the Subgrant Funds and Subgrantee acquires the Property, the Property shall be held
and used for the purposes of protecting habitat to help support and recover populations
of listed species including PVB, gnatcatcher, and former federal candidate cactus wren,
while benefitting other unlisted sensitive species, and wildlife habitat preservation,
protection of threatened and endangered species, and for compatible ~public or
f}fiva-te-uses, all as may be consistent with wildlife habitat preservation and protection of
sensitive biological resources (individually and collectively, the "Purposes of Subgrant").
4. CONDITIONS PRECEDENT TO SUBGRANT
4.1. The obligation of WCB under this Agreement to request disbursement of
the Subgrant Funds is conditioned upon and subject to the satisfaction of all of the
following conditions precedent:
a. WCB shall have reviewed and approved all documents pertaining to
Subgrantee's acquisition of the Property, including but not limited to
appraisals, preliminary title reports and items referenced therein,
options, agreements for purchase and sale, escrow instructions,
closing or settlement statements, and instruments of conveyance.
Such review and approval by WCB shall not be unreasonably
delayed or withheld. Subgrantee shall have removed or caused to
be removed, or otherwise addressed to the satisfaction of WCB, any
encumbrances or defects of title that WCB determines are
inconsistent or could interfere with the Purposes of Subgrant. Any
outstanding security interests or monetary encumbrances affecting
the Property shall have been terminated or the holder of the
encumbrance shall have irrevocably committed to remove its
security interest or monetary encumbrance prior to the recording of
the deed(s) conveying the Property to Subgrantee.
b. Subgrantee shall have provided WCB with a letter or other written
acknowledgment (which may be contained in the Subgrantee's option or
purchase agreement with the landowner) demonstrating that the landowner
is a willing seller of the Property.
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c. The purchase price of the Property shall not exceed its fair market
value as established by an appraisal that is conducted by an appraiser who
is licensed pursuant to Part 3 ( commencing with Section 11300) of Division
4 of the California Business and Professions Code . The appraisal shall
have been prepared pursuant to the Uniform Appraisal Standards for
Federal Land Acquisitions ("UASFLA") and the Uniform Standards of
Professional Appraisal Practice ("USPAP"), and approved by the California
Department of General Services ("DGS Review"). The appraisal and DGS
Review shall also have been submitted to and approved in writing by
USFWS . The appraisal shall become part of the project file maintained by
WCB and shall be retained for no less than three years from the date WCB
requests disbursement of the Subgrant Funds from the federal Payment
Management System .
d . Subgrantee shall have provided WCB with written certification that
the Acquisition is not intended, and shall not serve , to satisfy any local, State
or federal regulatory requirement (e .g ., mitigation for any local , State or
federal permit), including but not limited to complying with a biological
opinion under Section 7 of the Endangered Species Act of 1973, 16 U.S .C.
Section 1361 et seq., as amended ("ESA"), or fulfilling commitments of a
Habitat Conservation Plan under Section 10 of the ESA. Upon approval by
WCB , this certification shall be attached to this Agreement as Exhibit B .
Where there is a conflict regard ing retained mitigation rights between the
W CB grant agreeme nt and this subgrant. the terms and cond it ions of th is
subgrant agreement sha ll control.
e. Subgrantee shall have provided WCB with a written commitment to
funding for, and implementation of, management of the Property in
perpetuity consistent with the Purposes of Subgrant. Upon approval by
WCB , this commitment shall be attached to this Agreement as Exhibit C .
f. Subgrantee shall have provided WCB with assurances and
certifications of compliance with federal requirements (i.e ., Standard Form
424-D available at https://fawiki.fws .gov/display/WTK/Forms . Upon
execution by Subgrantee , these assurances and certifications shall be
attached to this Agreement as Exhibit D.
g . WCB shall have reviewed and approved a certified resolution or
other appropriate action of the governing board or governing body of
Subgrantee , authorizing the execution and performance of this Agreement
and the acquisition of the Property by Subgrantee . Upon approval by WCB
the authorizing resolution or other action shall be attached to this
Agreement as Exhibit E .
h. WCB shall be ready, willing and able to request payment of the
Subgrant Funds from the federal Payment Management System for deposit
with the State Treasurer's Office.
4
i. WCB shall be ready, willing and able to request disbursement of the
Subgrant Funds from the State Treasury for deposit into an escrow account
designated by Subgrantee that has been established specifically for the
purpose of the Acquisition (the "Escrow").
j. Subgrantee shall have deposited, or caused to be deposited, into the
Escrow all funds beyond those granted under this Agreement that are
needed for Subgrantee to complete the Acquisition.
k. WCB shall have confirmed that the non-Federal share of funding {er
iA-k-iRti-+Rat{J/ij required for the Acquisition has been provided.
5. DISBURSEMENT PROCEDURE
5.1. Upon satisfaction of all the Conditions Precedent to Subgrant set forth in
Section 4.1 a -g, j and k, above, and subject to approval of the acceptance of the
Subgrant Funds and the subgrant by the Wildlife Conservation Board at a duly noticed
public meeting, Subgrantee shall send a letter to WCB (the "Disbursement Request"),
asking it to request disbursement of the Subgrant Funds from (a) the federal Payment
Management System for deposit with the State Treasurer's Office and following such
deposit, (b) the State Treasury for deposit into Escrow. The Disbursement Request shall
be signed by an authorized representative of Subgrantee and shall contain all of the
following:
a. Name and address of Subgrantee;
b. Project Name and Number of Agreement;
c. Dollar amount and purpose of disbursement;
d. Name, address and telephone number of the title company or escrow
holder, and the account number of the Escrow to which the Subgrant
Funds will be disbursed; and
e. A certification by Subgrantee that all funds (exclusive of the Subgrant
Funds to be provided under this Agreement) needed to complete the
Acquisition have been secured and have been or will be deposited
to Escrow at or about the same date as the requested Subgrant
Funds.
5.2. After receipt of a complete and proper Disbursement Request, WCB will
promptly and timely (estimated to be 45 working days from the date the WCB receives
the Disbursement Request) request payment from the federal Payment Management
System to the State Treasurer's Office of an amount not to exceed Twelve Million Six
Hundred Thousand Dollars ($12,600,000) for deposit into the State Treasury. After such
5
deposit, WCB will promptly and timely request payment of the same amount from the
State Treasury for deposit into Escrow.
6. SUBGRANTEE'S COVENANTS
6.1. In consideration of the subgrant of the Subgrant Funds, Subgrantee hereby
covenants and agrees as follows:
a. The Subgrant Funds shall be used as purchase money only, which
excludes escrow and title fees and any other fees and costs incurred to accomplish
the transaction and the conveyance and acquisition of the Property.
b. The Property shall be held and used only in a manner that is
consistent with this Agreement, including the "Purposes of Subgrant" set forth in
Section 3.2.
c. The Property shall be set aside in perpetuity for the purposes of
conservation, including the Purposes of Subgrant.
d. Subgrantee shall comply with the terms and conditions of the award
of Federal Grant Funds to CDFW, to the extent such terms and conditions are
applicable to Subgrantee, the Subgrant Funds or the Property. Such terms and
conditions are contained in the Federal Assistance Requirements.
e. Subgrantee shall recognize the cooperative nature of the Acquisition
and shall provide credit to WCB, CDFW, USFWS, and any other contributor on
signs, demonstrations, promotional materials, advertisements, publications or
exhibits prepared or approved by Subgrantee which reference the Acquisition.
Subject to the mutual agreement of WCB and Subgrantee regarding text, design
and location, Subgrantee shall post sign(s) on the Property to indicate the
participation of WCB, CDFW and USFWS in Subgrantee's purchase of the
Property; provided however, that the sign(s) shall display the logo of WCB, as
shown on Exhibit F.
f. Subgrantee 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"), and
shall furnish [Grantor/WCB] with satisfactory evidence of payment upon
request. Subgrantee shall keep the Property free from any liens including,
without limitation, those arising out of any obligations incurred by subgrantee for
any labor or materials furnished or alleged to have been furnished to or for
Grantee at or for use on the Property.
g. The Property (including any portion of it or any interest in it) shall not
be sold, transferred, exchanged, or otherwise conveyed without the written
approval of the State of California (the "State"), acting through the Executive
Director of WCB, or its successor, and USFWS (to the extent required pursuant to
the Federal Assistance Requirements). The State shall not unreasonably withhold
6
its approval as long as the Property shall continue to be held and used only in a
manner consistent with this Agreement, including but not limited to Sections 6.1
(b) and (c), and each successor-in-interest assumes and agrees in a writing
reasonably acceptable to the State to be bound by the terms, covenants and
conditions of this Agreement.
h. The Property (including any portion of it or interest in it) may not be
used as security for any debt without the written approval of the State, acting
through the Executive Director of WCB, or its successor, and USFWS (to the
extent required pursuant to the Federal Assistance Requirements).
i. Subgrantee shall record or cause to be recorded, concurrently with
close of escrow for the purchase of the Property, a Notice of Unrecorded Subgrant
Agreement (the "Notice"), incorporating by reference this Agreement and giving
public notice that Subgrantee received funds under this Agreement in order to
assist Subgrantee in acquiring the Property and that, in consideration for the
receipt of the Subgrant Funds, Subgrantee has agreed to the terms of this
Agreement. The Notice shall be in the form of Exhibit G.
j. Subgrantee shall provide to WCB, promptly following the close of
escrow, a conformed copy of the recorded deed(s) and Notice, with all recording
information set forth thereon, as well as a copy of the final Escrow closing or
settlement statement and the title insurance policy insuring Subgrantee as the
owner of fee simple title to the Property. Subgrantee shall also provide copies of
such other documents related to the closing of the Acquisition as requested by
WCB. These documents shall become part of the project file maintained by WCB.
Upon receipt of the above documents from Subgrantee, WCB will provide USFWS
with a copy of all documents for their files.
k. At the request of WCB, not less than once in any period of three
calendar years, Subgrantee shall allow designated staff or representatives of
WCB, CDFW and USFWS to access the Property to assess compliance with the
terms, covenants, and conditions of this Agreement. Provided, however, that if
more frequent access is necessary to comply with applicable federal requirements
(including, but not limited to, 2 C.F.R. Section 200.329 and 2 CFR Section
1402.329 (d)) then Subgrantee shall allow designated staff or representatives of
WCB, CDFW and USFWS access to the Property at such intervals as WCB,
CDFW or USFWS considers appropriate to meet federal requirements to which it
is subject.
I. Subgrantee agrees to ensure that the terms and conditions of this
Agreement shall be taken into account when calculating the Baseline/Business
As Usual of the Property for purposes of establishing carbon credits or other
emissions offsets proposed to be authorized, created, sold, exchanged or
transferred. Subgrantee agrees to notify WCB prior to any such proposed
establishment.
7
m . Subgrantee sha ll not allow pub li c access on the Property, except
for tra il s as approved in wr itin g by the and then only if CDFW and USFWS
determined in writing that public access for trails is to be compat ible with the
Purpose of Subgrant and the associated project narrative . The Subgrantee,
CDFW, and USFWS concur the Plumtree Drive Pony Trail Connector located on
an ex isting road is a compatible tra il. An additional trail connect ionor between ...fof
the Upper Filiorum and the Three Sisters Reserve s is being contemplated
consistent the Public Use Master Plan which is a component in the City of
Rancho Palos Verdes NCCP/HCP . If CDFW and USFWS determ ine that the
Three Sisters -Uppe r Fili orum Reserve connector is compatible, hiking will be
allowed on the exist ing trail. The fina l trail alignment for the Three Sisters
Reserve may be deemed a compatible use by CDFW and USFWS in their sole
and abso lute discretion . If the trail for the Three Sisters Reserve is deemed a
compat ible use by CDFW and USFWS, it shall be incorporated into the Preserve
Trails Plan and Pub li c Use Master Plan a public access plan developed by the
Subgrantee for the Property which sha ll be reviewed and approved by CDFW
and USFWS . Subgrantee sha ll not al low public access on the Property un less
CDFW and USFVVS determine in writing that public access is compatib le with the
Purpose of Subgrant and the associated project narrative . If public access is
determined to be compatible by CDFVV and USFWS . a public access plan will be
developed for the Property by the Subgrantee which shall be reviewed and
approved by both CDFVV and USFVVS in their sole and absolute discretion .
7 . BREACH AND DEFAULT
7 .1. In the event of a breach of any of the terms . covenants or conditions of this
Agreement . WCB shall give written notice to Subgrantee . describing the breach . Notice
shall be deemed given when personally delivered or deposited in the United States Mail ,
postage prepaid , or with a reliable over-night courier , addressed to Subgrantee at
Subgrantee 's address for notices set forth at the beginning of this Agreement (or such
changed address of which Subgrantee has notified WCB in writing pursuant to this
Agreement).
7 .2. If Subgrantee does not cure the breach within 90 days of the date a notice
of breach is given or , if the breach is not curable within said 90-day period , Subgrantee
does not commence the cure within the 90 -day period and diligently pursue it to
completion . then Subgrantee shall be in default ("Default") under this Agreement.
7.3. Subgrantee shall also be in Default under this Agreement upon the
discovery that information given to WCB by or on behalf of Subgrantee under or in
connection with obtaining this Agreement was materially false or misleading . Notice of a
Default under this Section 7.3 shall be given in accordance with Section 7.1.
8. REMEDIES
In the event of a Default under this Agreement , in addition to any and all remedies
available at law or in equity , WCB shall have the following remedies :
8
8.1. WCB may seek specific performance of this Agreement Subgrantee
agrees that payment by Subgrantee to WCB of an amount equal to the Subgrant Funds
disbursed under this Agreement would be inadequate compensation for any Default
because the benefit to be derived from full compliance by Subgrantee with the terms of
this Agreement is protecting habitat to help support and recover populations of listed
species including PVB, gnatcatcher, and former federal candidate cactus wren, while
benefitting other unlisted sensitive species, and wildlife habitat preservation, protection of
threatened and endangered species, and for compatible public JclOOliG-Of-pftVate-uses, all
as may be consistent with wildlife habitat preservation and protection of sensitive
biological resources and because such benefit exceeds to an immeasurable and
unascertainable extent the amount of money furnished by way of Subgrant Funds under
this Agreement
8.2. WCB may require Subgrantee to convey a conservation easement over
the Property in favor of the State or, at the election of WCB, another entity or organization
authorized by California law to acquire and hold conservation easements. Furthermore,
WCB may also require Subgrantee to pay a sum to WCB which, when combined with the
fair market value of the conservation easement, equals the amount of Subgrant Funds
provided by this Agreement, together with interest compounded semi-annually starting
from the date of disbursement of the Subgrant Funds to the State Treasurer's Office to
and including the date of payment, at a rate equivalent to the higher of (a) that which is
being earned at the time of Default on deposits in the State of California's Pooled Money
Investment Account or (b) the applicable rate of interest under the Federal Assistance
Requirements. The conservation easement shall be for the purposes of protecting habitat
to help support and recover populations of listed species including PVB, gnatcatcher, and
former federal candidate cactus wren, while benefitting other unlisted sensitive species,
and wildlife habitat preservation, protection of threatened and endangered species, and
for compatible publiCJclOOlie-ef-tmvate-uses, all as may be consistent with wildlife habitat
preservation and protection of sensitive biological resources. The value of the
conservation easement shall be determined by an appraisal that is conducted by an
appraiser who is licensed pursuant to Part 3 (commencing with Section 11300) of Division
4 of the Business and Professions Code and acceptable to WCB. The appraisal shall be
prepared pursuant to UASFLA and USPAP and approved by DGS.
8.3. Intentionally Left Blank.
8.4. Despite the contrary provisions of Article 7 of this Agreement, if WCB
determines that circumstances require immediate action to prevent or mitigate
interference with the Purposes of Subgrant or other irreparable harm arising from a
breach or threatened breach of this Agreement, then WCB may pursue its remedies
without waiting for the period provided for cure to expire.
8.5. CDFW, as the grantee under the Federal Grant Agreement, shall be an
express third-party beneficiary of this Agreement and shall have the same rights and
remedies as WCB in the event of a breach or Default by Subgrantee.
9. NONPROFIT ORGANIZATION SUBGRANTEE
9
9.1. If Subgrantee is a nonprofit organization and the existence of Subgrantee
is terminated for any reason, title to all interest in the Property acquired with Subgrant
Funds shall immediately vest in the State. However, prior to that termination, upon
approval of the State, acting through the Executive Director of WCB or its successor,
another public agency or nonprofit organization may receive title to all or a portion of that
interest in the Property by recording its acceptance of title in writing. Any deed or other
instrument of conveyance whereby the Property or any interest in it is being acquired by
a nonprofit organization pursuant to this Section 9.1 shall be recorded and shall set forth
the executory interest or right of entry on the part of the State.
10. TERM
10.1. This Agreement shall be deemed executed and effective when signed by
an authorized representative of each party and received in the respective offices of
Subgrantee and WCB, together with the certifications, commitment and resolution
described in Section 4.1 (d) -(g) (the "Effective Date"). Subgrantee and WCB shall each
sign two original counterparts of this Agreement. Subgrantee shall receive one
completely executed original and WCB shall receive one completely executed original.
10.2. The term of this Agreement will commence on the Effective Date and,
unless previously terminated as provided in Section 10.3, will expire on May 25, 2023 if
escrow has not closed by that date.
10.3. Prior to Subgrantee's close of escrow for acquisition of the Property, either
party may terminate this Agreement for any reason or for no reason, by providing the
other party with not less than 15 days' written notice of such termination. Notice shall be
given in the same manner as specified in Section 7.1. If this Agreement is terminated
after the deposit of the Subgrant Funds into Escrow but before close of escrow for
Subgrantee's acquisition of the Property, Subgrantee shall cause the escrow holder to
immediately return all Subgrant Funds to (or as instructed by) WCB and Subgrantee shall
bear all costs and expenses of such termination.
10.4. In the event this Agreement is terminated in accordance with its terms,
neither party shall have any rights nor remedies against the other party except as provided
herein.
10.5. The provisions of this Agreement that are not fully performed as of the close
of escrow, including but not limited to Sections 3 (Purposes of Subgrant), 6 (Subgrantee's
Covenants), 7 (Breach and Default) and 8 (Remedies) shall survive the close of escrow
for Subgrantee's acquisition of the Property and remain in full force and effect.
11. LIABILITY, MODIFICATIONS, INTERPRETATION
11.1. Subgrantee shall indemnify, protect and hold harmless WCB, CDFW, the
State of California, and their respective members, directors, officers, agents, and
employees (each an "Indemnified Party"), from and against any and all claims, demands,
damages, liabilities, losses, costs (including attorneys' fees) and expenses (collectively,
"Claims") arising out of, connected with, or incident to this Agreement or the acquisition,
10
ownership, use, management, operation or maintenance of the Property, except that
Subgrantee shall have no obligation to indemnify or hold harmless an Indemnified Party
for Claims caused by the negligent or wrongful act of that Indemnified Party.
11.2. This Agreement may be modified only by written amendment signed by
WCB and Subgrantee. No prior or contemporaneous oral understanding or agreement
not incorporated in this Agreement shall be binding on either of the parties.
11.3. All references herein to "Subgrantee" are intended to refer to Subgrantee or
its designee, successor or assignee as may be approved by WCB.
11.4. If any provision of this Agreement or the application thereof to any person
or circumstance is held to be invalid or unenforceable, that shall not affect any other
provision of this Agreement or applications of the Agreement that can be given effect
without the invalid provision or application and to this end the provisions of this Agreement
are severable.
11.5. Subgrantee, its officers, directors, employees, agents and representatives,
is each acting in an independent capacity in entering into and carrying out this Agreement,
and not as a partner, member, director, officer, agent, employee or representative of
WCB, CDFW or the State of California.
11.6. This Agreement is not assignable or transferable by Subgrantee, either in
whole or in part, except in connection with a transfer of the Property approved by WCB
under Section 6. 1 (g) of this Agreement.
11. 7. Any costs incurred by WCB or CDFW, where it is the prevailing party, in
enforcing the terms of this Agreement against Subgrantee, including but not limited to
costs of suit, attorneys' and experts' fees, at trial and on appeal, and costs of enforcing
any judgment, shall be borne by Subgrantee.
11.8. Enforcement of the terms of this Agreement by WCB or CDFW shall be at
its discretion, and any forbearance by WCB or CDFW to exercise its rights under this
Agreement 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 Agreement or any of the rights
of WCB or CDFW under it.
11. 9. WCB will notify Subgrantee as promptly as possible following its receipt of
any request under the California Public Records Act (Government Code Section 6250 et
seq.) for information related to the Acquisition.
12. CONDEMNATION
12.1. If all or any part of the Property is taken by exercise of the power of eminent
domain, or acquired by purchase in lieu of condemnation, WCB and Subgrantee shall act
jointly to recover from the condemning authority the full value of the Property so taken or
purchased, and all direct or incidental damages resulting therefrom. WCB shall be
entitled to the share of the Award (as defined below) which equals the ratio of the
11
Subgrant Funds to the total purchase price Subgrantee paid to acquire the Property (e.g.,
if Subgrantee paid a purchase price of $2 million and the amount of Subgrant Funds was
$750,000, then WCB would be entitled to 37.5% of the Award). For purposes of this
Agreement, the "Award" shall mean all compensation awarded, paid or received on
account of the Property so taken or purchased, and all direct or incidental damages
resulting from the taking or purchase, less all out-of-pocket expenses reasonably incurred
by Subgrantee in connection with the taking or purchase.
13. AUDIT
13.1. Subgrantee shall maintain complete and accurate records of its actual
project costs, in accordance with generally accepted accounting principles and practices,
and shall retain said records for at least four years after the date the Subgrant Funds are
deposited into Escrow. During such time, Subgrantee shall make said records available
(or cause them to be made available) to the State of California for inspection and audit
purposes during normal business hours. Expenditures not documented, and
expenditures not allowed under this Agreement or otherwise authorized in writing by WCB
shall be borne by Subgrantee. Except to the extent the Federal Assistance Requirements
(including, but not limited to, 2 C.F.R. Section 200.500) provide otherwise, the audit shall
be confined to those matters connected with this Agreement, including but not limited to
administration and overhead costs.
14. UNION ORGANIZING
14.1. Subgrantee hereby acknowledges the applicability of Government Code
Sections 16645 through 16649 to this Agreement and certifies that:
a. No state funds (as defined in Government Code Section 16645)
disbursed by this subgrant will be used to assist, promote or deter union
organizing;
b. Subgrantee shall account for state funds disbursed for a specific
expenditure by this subgrant, to show those funds were allocated to that
expenditure;
c. Subgrantee shall, where funds are not designated as described in
Section 14.1 (b) above, allocate, on a pro-rata basis, all disbursements that
support the subgrant program; and
d. If Subgrantee makes expenditures to assist, promote or deter union
organizing, Subgrantee will maintain records sufficient to show that no state
funds were used for those expenditures, and that Subgrantee shall provide
those records to the Attorney General upon request.
15. NON-DISCRIMINATION
15.1. During the performance of this Agreement, Subgrantee is subject to all
Federal and State laws prohibiting discrimination including but not limited to Title VI of the
12
Civil Rights Act of 1964 (42 U.S.C. Section 2000d et seq.), Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. Section 794), Title II of the Americans with
Disabilities Act of 1990 (42 U.S.C. Section 12131 et seq.), the Age Discrimination Act of
1975 (42 U.S.C. Section 6101 et seq.), the Fair Employment and Housing Act
(Government Code Section 12900 (a -f) et seq.), and applicable regulations (California
Code of Regulations, Title 2, Section 7285 et seq.). Subgrantee shall not unlawfully
discriminate against, harass, or allow harassment against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, physical disability
(including HIV and AIDS), mental disability, medical condition, marital status, age (over
40), sex, sexual orientation, or use of family-care leave, medical-care leave, or
pregnancy-disability leave. Subgrantee shall take affirmative action to ensure that the
evaluation and treatment of its employees and applicants for employment are free of such
discrimination and harassment. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment advertising; layoff
or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. Subgrantee shall comply with the regulations of the Fair
Employment and Housing Commission regarding Contractor Nondiscrimination and
Compliance (Chapter 5 of Division 4 of Title 2 of the California Code of Regulations),
which are incorporated by reference into this Agreement. Subgrantee shall give written
notice of its obligations under this non-discrimination clause to labor organizations with
which Subgrantee has a collective bargaining or other agreement, and shall post in
conspicuous places available to employees and applicants for employment, notice setting
forth the provisions of this section. Subgrantee shall also include the nondiscrimination
and compliance provisions of this Agreement in all contracts related to the Acquisition.
16. DRUG-FREE WORKPLACE REQUIREMENTS
16.1. Subgrantee hereby certifies that it shall provide a drug-free workplace in
compliance with the Drug-Free Workplace Act of 1990 (Government Code Section 8350
et seq.) by taking all of the following actions:
a. Publishing a statement notifying employees that the unlawful
manufacture, distribution, dispensation, possession or use of a controlled
substance is prohibited in the workplace and specifying the actions to be
taken against employees for violations;
b. Establishing a drug-free awareness program to inform employees
about all of the following:
(i) The dangers of drug abuse in the workplace;
(ii) The organization's policy of maintaining a drug-free
workplace;
(iii)
(iv)
Any available drug counseling, rehabilitation, and employee
assistance programs; and
The penalties that may be imposed upon employees for drug
abuse violations.
c. Requiring that every employee engaged in the performance of this
Agreement:
13
(i) Be given a copy of the organization's drug-free workplace
policy statement; and
(ii) Must agree to abide by the terms of the organization's
statement as a condition of employment in connection with this
Agreement.
Failure to comply with the above requirements may result in suspension of
payments under, or termination of, this Agreement, or both. Subgrantee may be ineligible
for award of any future grants or subgrants from the State if the State determines that
Subgrantee has made a false certification; or violates the certification by failing to carry
out the requirements set forth above.
17. EXHIBITS
Each of the Exhibits referenced in this Agreement is incorporated by reference as
though set forth in full herein. The following Exhibits are attached to this Agreement:
Exhibit A -Property Description and List of Assessor's Parcel Numbers
Exhibit B -Certification of No Regulatory Requirements
Exhibit C -Commitment to Management Funding
Exhibit D -Assurances and Certifications
Exhibit E -Certified Resolution or Other Action of Governing Body of
Subgrantee
Exhibit F -WCB's Logo
Exhibit G -Form of Notice of Unrecorded Subgrant Agreement
Exhibit H /\pproved Trails
18. AUTHORIZATION
The signature of the Executive Director certifies that at the Board meeting held on
May 26, 2022, the Wildlife Conservation Board authorized the award of a subgrant to
Subgrantee as provided in this Agreement.
IN WITNESS WHEREOF, this Subgrant Agreement is made and entered into this
__ day of _______ , 2022, in the State of California, by and between the
Wildlife Conservation Board and the City of Rancho Palos Verdes, each of which does
hereby agree to the terms and conditions referenced on pages 1 through 14, along with
Exhibits A -§JI, of this Agreement.
14
STATE OF CALIFORNIA
WILDLIFE CONSERVATION BOARD
By:----------
John P. Donnelly
Title: Executive Director
Date: _________ _
15
GRANTEE:
THE CITY OF RANCHO PALOS
VERDES
By:-----------
David L. Bradley
Title: City Mayor
Date: __________ _
EXHIBIT A
(Legal Description and APNs of Property)
THE LAND REFERRED TO HEREIN BELOVV IS SITUATED IN THE COUl'JTY OF LOS
ANGELES , STATE OF CALIFORN IA , AND IS DESCRIBED AS FOLLOVVS :
P/\RCEL A:
PARCEL 1, /\S SHOVVN ON LOT Ll~JE ADJUSTMENT NO . SUB2003 00025 , /\S
EVIDEl'JCED BY A CERTIFICATE OF COMPLIANCE NO . SUB2004-GOOG4,-
RECORDED AUGUST 9 , 2004 AS INSTRUMENT ~JO . 04 2035438 OF OFFICIAL
RECORDS , MORE PARTICULARLY DESCRIBED AS FOLLOWS :
P/\RCEL 1 AS DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MAY 4,
1999 AS INSTRUMEl'JT l'JO . 99 0792964 /\ND PARCEL 2 /\S DESCRIBED IN
CERTIFICATE OF COMPLIANCE RECORDED MAY 4 , 1999 AS INSTRUMENT NO .
99 0792965 , BOTH OF OFFICIAL RECORDS OF SAID COUNTY .
EXCEPTING THEREFROM THAT PORTION OF SAID P/\RCEL 2 LYING
~JORTHERLY AND EASTERLY OF THE FOLLOVVING DESCR IBED LINE:
BEGINNll'JG AT THE MOST VVESTERLY CORNER OF LOT 16 l~J BLOCK 4 OF
TRACT 14195 , /\S SHOWN BY MAP FILED IN BOOK 323 , P/\GES 8 TO 10 ,
INCLUSIVE OF MAPS , IN THE OFFICE OF THE COUNTY RECORDER OF S/\ID
COUNTY , THEl'JCE NORTH 51 ° 00 ' 00" WEST 16&.--00 FEET , THENCE NORTH 09 °
54' 54" WEST 99Gc-O0 FEET , THENCE NORTH 89° 19' 04" WEST 823 .00 FEET TO
THE NORTHERLY TERMINUS OF A LINE DESCRIBED AS NORTH 14 ° 34" 00"
WEST 183 .00 FEET IN SAID CERTIFICATE OF COMPLIANCE .
PARCEL B:
AN EASEMENT FOR BRIDLE TRAILS /\ND BR IDLE TRAILS ONLY , OVER /\ND
ALmJG THAT PORTlmJ OF LOT 1 OF TR/\CT NO . 13836 , l~J THE CITY OF
RANCHO PALOS VERDES , l~JCLUDED 'NITHll'J A STRIP OF L/\ND 5 .00 FEET WIDE ,
EXTEl'JDING FROM THE NORTHVVESTERLY TO THE SOUTHE.A.STERLY
BOUNDARY OF SAID LOT , THE NORTHEASTERLY LINE OF WHICH IS THE
SOUTHWESTERLY LINE OF THE 25 .00 FOOT PRIVATE ROAD SHOVVN ON SAID
MAfL
EXCEPT THEREFROM THAT PORTION OF SAID LA~JD INCLUDED WITHIN THE
LAND DESCRIBED IN PARCEL 2 /I.BOVE .
PARCEL C :
THAT CERTAIN REAL PROPERTY IN THE CITY OF RANCHO P/\LOS VERDES ,
COUNTY OF LOS /\NGELES , STATE OF CALIFORNIA, DESCRIBED AS FOLLOV\IS :
EXHIBIT.'\.
(Continued)
BEING A PORTION OF PARCEL "A " OF LOT Ll~JE ADJUSTMENT NO . SUB2004
00001 , RECORDED JANUARY 27 , 2005 , AS l~JSTRUMENT NO . 05 0200 143 OF
OFFICIAL RECORDS , IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY LYING SOUTHERLY OF THE FOLLO\/VING DESCRIBED LINE:
BEG INNING AT A POINT ON THE BOUND/I.RY OF PARCEL 1 OF CER T IFICATE OF
COMPLIANCE NO . SUB2004 00005 , RECORDED AUGUST 9, 2004 , AS
INSTRUMENT NO . 04 2035438 OF S/\ID OFFICIAL RECORDS , DISTANT SOUTH 09 °
54 ' 54 " EAST 166 .00 FEET FROM THE NORTHERLY TERMINUS OF A LINE SHOWN
AS "N. 09 ° 54 ' 54 " VV. 990" ON SAID CERTIFICATE OF COMPLIANCE ; THENCE
NORTH 60 ° 18 ' 30 " EAST 631 .33 FEET ; THENCE SOUTH 74 ° 20' 44 "
EAST 440 .95 FEET ; THENCE SOUTH 59 ° 07' 14 " E/\ST 320 .71 FEET ; THENCE
SOUTH 88 ° 59 ' 52 " EAST 152 .85 FEET ; THENCE NORTH 71 ° 58 ' 30" EAST 105.45
FEET ; THE~JCE NORTH 21 ° 34 ' 17" EAST 474 07 FEET ; THENCE NORTH 45 ° 02 ' 17"
EAST 237 .34 FEET ; THENCE SOUTH 30 ° 16 ' 06'' EAST 256 .41 FEET ; THENCE
SOUTH 14 ° 25 ' 32 " WEST 272.05 FEET; THENCE SOUTH 40 ° 29 ' 11" EAST 432 .00
FEET TO THE SOUTHERLY BOUNDARY OF SAID PARCEL/\.
AP~J: 7573 003 016 ,7572 012 028 , 7572 012 029 , 7 581 023 035 , 7581 023 037
17
EXHIBIT 8
(Certification of No Regulatory Requirements)
The undersigned is the Mayor of The City of Rancho Palos Verdes, the Subgrantee
under the California Wildlife Conservation Board Subgrant Agreement for Acquisition of
Fee Interest (Agreement) of which this Exhibit 8 forms a part. Subgrantee hereby
certifies to the Wildlife Conservation Board (WCB) as follows:
Subgrantee's acquisition of the Property (as defined in the Agreement) located in The
City of Rancho Palos Verdes, Los Angeles County, California, and commonly known as
the Point View and Plumtree Properties is not intended, and shall not serve, to satisfy
any local, state or federal regulatory requirement (e.g., mitigation for any local, state or
federal authorization or permit), including but not limited to complying with a biological
opinion under Section 7 of the Endangered Species Act of 1973, 16 U.S. C. Section
1361 et seq., as amended ("ESA"), or fulfilling commitments of a Habitat Conservation
Plan under Section 10 of the ESA.
Subgrantee makes this Certificate with the understanding that if WCB enters into the
Agreement and subgrants Federal Grant Funds (as defined in the Agreement) to
Subgrantee, WCB will do so in reliance on this Certificate.
Dated: __________ _
SUBGRANTEE
CITY OF RANCHO PALOS VERDES
By: __________ _
Print Name: David L. Bradley
Title: City Mayor
EXHIBIT C
(Comm itment to Management Funding)
The undersigned is the City ManagerMayor of the City of Rancho Palos Verdes. Dav id L.
Brad leyAra Mihranian , the Subgrantee under the California Wildlife Conservation Board
Subgrant Agreement for Acquisition of Fee Interest (Agreement) of which this Exhibit C
forms a part. Subgrantee hereby commits to the Wildlife Conservation Board (WCB) as
follows :
The City of Rancho Palos Verdes entered into a planning agreement with the U.S . Fish
and Wildlife Service and the California Department of Fish and Wildlife , (the Wildlife
Agencies) in 1996 for the preparation of a Natural Communities Conservation
Plan/Habitat Conservation Plan (NCCP/HCP). After twenty-three years of planning and
land acquisition to create the NCCP/HCP Preserve , the City Council adopted the final
NCCP/HCP on November 19 , 2019 , and the City was awarded its Section 10 permit from
the U.S . Fish and Wildlife Service in April 2020 . The City is awaiting California Fish and
Wildlife Department permit decisions .
As part of the City Council-adopted NCCP/HCP . the City has worked together with the
Wildlife Agencies and the City 's Preserve Habitat Manager, the Palos Verdes Peninsula
Land Conservancy (PVPLC}, to manage the existing 1 .400-acre Palos Verdes Nature
Preserve (Preserve) for compliance with the NCCP/HCP's habitat conservation
requirements . The PVPLC carries out NCCP/HCP habitat management requirements of
the NCCP/HCP including habitat restoration . invasive plant removal, and covered species
monitoring and reporting . The Wildlife Agencies , City, and PVPLC also work together to
prepare and implement a Publ ic Use Master Plan (PUMP) to manage public use of the
Preserve in a way that minimizes impacts to natural resources . The regulat ions outlined
in the PUMP are also captured in the Rancho Palos Verdes Municipal Code . The City
employs Park Rangers and Open Space Management staff for rules enforcement, public
education , and natural resource protection within the Preserve . Likewise , the PVPLC has
a Volunteer Trail Watch program for public education and natural resource protection .
Subgrantee hereby commits to funding for and implementation of management of the
Property (as defined in the Agreement) located in Los Angeles County, California , and
commonly known as the Lower Filiorum and Plumtree properties . in perpetuity consistent
with the following Purposes of Subgrant:
Protecting habitat to help support and recover populations of listed species in cluding PVB ,
gnatcatcher, and former federal candidate cactus wren, while benefitting other unlisted
sensitive species. and wildlife habitat preservation, protection of threatened and
endangered species . and for compatible pub lic uses. all as may be consistent with wildlife
habitat preservation and protection of sensitive biological resources .
The Lower Filiorum and Plumtree properties will be added to the 1 .400 acre Preserve .
which the City and PVPLC have been actively managing for over twenty years . As a result
of over two decades of management experience and associated costs . the following is
anticipated with the acquisition of the property .
Management of the property will include :
• Biolog ica l monitor in g including Habitat Tracking and Covered Species monito ring
• NCCP/HCP required report ing on hab itat conservat ion goa ls
• Habitat restoration
• Invasive plant remova l
• Regular coord inat ion with Wil dlife Agencies and Preserve Habitat Manager
(PVPLC)
• Public Safety a nd Enforcement services (C ity Park Ranger Program , LA County
Fire Department, and LA County Sheriff's Office)
• Trail and road maintenance
• Litter/Sanitat ion control
• Fue l Mod ification
• Signage
• Access control
• Spur/soc ial trail closures
• Pub lic education a nd outreach
The City and PVPLC have documented Preserve management costs in the NCCP/HCP
and report out annua ll y on management costs through NCCP/HCP required annual
reporting . Per the NCCP/HCP, durin g the 50-year permit term , the City is req ui red to
dedicate $1,535,419 annua ll y toward Preserve management and the PVPLC is required
to dedicate $250,019 annua lly towa rd Preserve management. Additiona lly , the City
maintains a dedicated Habitat Restoration Fund as part of the approved City budget, with
at least $50,000, ad justed annually for inflat ion to he lp fu nd the City's share of planned
responses to Changed Circumstances pursuant to Sect ion 6 .10 .0 of the NCCP/HCP .
Annua l reporting show that these minimum thresholds are being met.
Because the City 's fi nancia l and in -kind services are provided by City staff and existing
contract with vendors , and because there is minimal public access (and resulting
necessary services and amen ities) to the Lower Fil iorum and Plumt ree properties , the
City anticipates absorb ing the management costs within its exist ing NCCP /HCP financial
requirements . Cap ital Improvement Projects may be considered by the City Council to
improve two public social access t rai ls, or to make modifications to existing fire roads for
ut il ity /pub li c safety access . However, a large portion of the City 's tra il system is
maintained through the Volunteer Tra il Crew at low cost. Additiona ll y , there wi ll be new
costs assoc iated with fue l mod ificat ion to be performed on the acquired property .
To assure maintenance of the Preserve once the 50 -year NCCP/HCP Permits expire ,
beginning in 2006 , t he City began provid ing an annua l payment to the PVPLC with a
minimum of $10 ,000 , ad justed annua ll y us ing Consumer Price Index (CP I-U) for a
separate non-wasting endowment fund . The PVPLC manages the endowment to cover
its costs for post-Perm it conservation management. The City wi ll continue to fulfil l its
funding responsibi li ties identified in the NCCP/HCP , in the amount of at least $1 ,381 ,119
annua ll y post-Perm it Term . Additionally , a min imum payme nt of $10 ,000 will be provided
to the PVPLC by the City every year and cont inu ing for the Perm it Term . Pr incipal,
interest, dividends and/earnings wi ll remain in the fund until the Permit expires . The
PVPLC 's investment strategy of the fund is ant icipated to generate at least $863,000
(adjusted for CPI-U) by the end of the 40 year-Permit Term which will assure sufficient
funding for the perpetua l management of the Preserve . The interest and dividends on the
endowment. but no part of the principal, will be used by the PVPLC for conservation
easement management when the Permit Term expires. Management of the conservation
easement by the PVPLC will include monitoring the lands in accordance with the
conservation easements . providing monitoring reports and any needed follow up ,
communication with the landowner (City), communication with City staff and utility
companies as needed with regard to conservat ion easement requirements, reviewing
permitted rights and approvals for activities . dealing with minor violation incidents, and
coordinating the resolution . The estimated annual cost that the PVPLC will fund from the
endowment for such post-Permit activities is $22 ,030, adjusted annually by the CPI -U .
The City, PVPLC and W ildlife Agencies have coordinated to assure that the endowment
and PVPLC 's investment strategy wi ll provide sufficient funding for perpetua l
management of the Preserve. Additionally , the City is obligated to fund its management
responsibilities post permit. This funding post permit term is a requirement of the
NCCP/HCP . Because of the financial stability of the City and the extensive advanced
planning between the City , Wildl ife Agenc ies , and PVPLC ; the City is confident that the
resources within the endowment will not run out.
Subgrantee makes this Commitment with the understanding that if WCB enters into the
Agreement and subgrants Federal Grant Funds (as defined in the Agreement) to
Subgrantee , WCB will do so in reliance on this Commitment.
Dated :
Subgrantee : David L . Brad leyAra-Mi-RfaA-iaA
B
Print Name : Ara MihraAianDavid L. Brad ley
Title: MayorCity Manager
EXHIBIT D
(Assurances and Certifications)
EXHIBIT E
(Certified Resolution or Other Action of Governing Body of Subgrantee)
EXHIBIT F
(WCB Logo)
CB
State of California
Wildlife Conservation Board
EXHIBIT G
(Notice of Unrecorded Subgrant Agreement)
RECORDING REQUESTED BY:
[/nserl Name and Address
of Subgrantee]
WHEN RECORDED, RETURN TO:
State of California
Wildlife Conservation Board
Attn: Executive Director
Mailing address: P.O. Box 944209
Sacramento, CA 94244-2090
Project Name: ______ _
County: ________ _
APN:
Space above line for Recorder's use
NOTICE OF UNRECORDED SUBGRANT AGREEMENT
(WITH COVENANTS AFFECTING REAL PROPERTY)
This Notice of Unrecorded Subgrant Agreement ("Notice"), dated as of
~--,--~~,--~-· 20 __ , is made by....,,.,--,-,-~=--....,...-,--__,,--~....,...-~
("Subgrantee") and recorded concurrently with the Deed described below, to provide
notice of an agreement between Subgrantee and the Wildlife Conservation Board
("WCB"), a subdivision of the State of California, affecting the real property described
below.
1. WCB and Subgrantee have entered into the California Wildlife
Conservation Board Subgrant Agreement for Acquisition of Fee Interest, WCB Subgrant
Agreement No. SG---,.,,,---(Section 6 Grant Agreement No. F _ __,,--,......,..
("Subgrant" or "Agreement"), pursuant to which WCB subgrants to Subgrantee certain
Federal Grant Funds for Subgrantee's acquisition of fee title to approximately..,,..,..---
acres of real property located in the County of _______ , California (the
"Property"), by Grant Deed (the "Deed") from~----~---[identify
Grantor]. The Property is legally described in Exhibit A attached to this Notice and
incorporated in it by this reference. Initial-capitalized terms used in this Notice and not
otherwise defined shall have the meaning set forth in the Subgrant.
2. Subgrantee agrees under the terms of the Subgrant to execute this Notice
to give notice that Subgrantee received funds under the Agreement to assist
Subgrantee in acquiring the Property and that, in consideration of the Subgrant Funds,
Subgrantee has agreed to the terms of the Subgrant. The Subgrant is incorporated by
reference into this Notice.
3.
follows:
Subgrantee covenants and agrees in Section 6.1 of the Agreement as
3.1. The Property shall be held and used only in a manner that is
consistent with the Agreement, including the following "Purposes of
Subgrant" set forth in Section 3.2 of the Agreement:
The Property shall be held and used for the purposes of protecting
habitat to help support and recover populations of listed species
including PVB, gnatcatcher, and former federal candidate cactus
wren, while benefitting other unlisted sensitive species, and wildlife
habitat preservation, protection of threatened and endangered
species, and for compatible public Jc}Ublic or private uses, all as may
be consistent with wildlife habitat preservation and protection of
sensitive biological resources (individually and collectively, the
"Purposes of Subgrant").
3.2. The Property shall be set aside in perpetuity for the purposes of
conservation, including the Purposes of Subgrant.
3.3. Subgrantee shall comply with the terms and conditions of the award
of Federal Grant Funds to the California Department of Fish and Wildlife
("CDFW"), to the extent such terms and conditions are applicable to
Subgrantee, the Subgrant Funds or the Property.
3.4. Subgrantee 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"), and shall furnish [Grantor/WCB] with satisfactory evidence of
payment upon request. Subgrantee shall keep the Property free from any
liens including, without limitation, those arising out of any obligations
incurred by subgrantee for any labor or materials furnished or alleged to
have been furnished to or for Grantee at or for use on the Property.
3.5 The Property (including any portion of it or any interest in it) shall
not be sold, transferred, exchanged or otherwise conveyed without the
written approval of the State of California (the "State"), acting through the
Executive Director ofWCB, or its successor, and the U.S. Department of
the Interior, Fish and Wildlife Service ("USFWS") (to the extent required
pursuant to the Federal Assistance Requirements).
3.6. The Property (including any portion of it or any interest in it) may not
be used as security for any debt without the written approval of the State ,
acting through the Executive Director of WCB, or its successor, except to
the extent the use of the Property as security is prohibited or limited by the
Federal Assistance Requirements.
3. 7. At the request of WCB, not less than once in any period of three
calendar years, Subgrantee shall allow designated staff or representatives
of WCB, CDFW and USFWS to access the Property to assess compliance
with the terms, covenants and conditions of this Agreement. Provided,
however, that if more frequent access is necessary to comply with
applicable federal requirements (including, but not limited to, 50 C.F.R.
Section 81.13) then Subgrantee shall allow designated staff or
representatives of WCB, CDFW and USFWS access to the Property at such
intervals as WCB, CDFW or USFWS considers appropriate to meet federal
requirements to which it is subject.
Pursuant to Section 8 of the Agreement, in the event of a Default under
the Agreement, in addition to any and all remedies available at law or in equity, WCB
may seek specific performance of the Subgrant and may require Subgrantee to convey
a conservation easement over the Property in favor of the State (or, at the election of
WCB, another entity or organization authorized by California law to acquire and hold
conservation easements), and to pay a sum to WCB which, when combined with the fair
market value of the conservation easement, equals the amount of Subgrant Funds
provided by the Agreement, together with interest thereon as provided in the
Agreement. CDFW, as the Grantee under the Federal Grant Agreement, shall be an
express third-party beneficiary of the Agreement and shall have the same rights and
remedies as WCB in the event of a breach or Default by Subgrantee.
5. Pursuant to Section 9 of the Agreement, if Subgrantee is a nonprofit
organization and the existence of Subgrantee is terminated for any reason, title to all
interest in the Property acquired with Subgrant funds shall immediately vest in the State.
However, prior to that termination, upon approval of the State, acting through the
Executive Director of WCB or its successor, another public agency or nonprofit
organization may receive title to all or a portion of that interest in the Property by
recording its acceptance of title in writing. Any deed or other instrument of conveyance
whereby the Property or any interest in it is being acquired by a nonprofit organization
pursuant to this section shall be recorded and shall set forth the executory interest or
right of entry on the part of the State.
6. Pursuant to Section 10 of the Agreement, the provisions of the Subgrant
that are not fully performed as of the close of escrow shall survive the close of escrow
for Subgrantee's acquisition of the Property and shall remain in full force and effect.
7. Pursuant to Section 11 of the Agreement, the Subgrant shall be binding
upon Subgrantee and all designees, successors and assigns of Subgrantee.
8. Pursuant to Section 12 of the Agreement, if all or any part of the Property
is taken by exercise of the power of eminent domain, or acquired by purchase in lieu of
condemnation, WCB and Subgrantee shall act jointly to recover from the condemning
authority the full value of the Property so taken or purchased, and all direct or incidental
damages resulting therefrom. WCB shall be entitled to the share of the Award which
equals the ratio of the Subgrant Funds provided by WCB to the total purchase price
Subgrantee paid to acquire the Property.
9. This Notice is solely for the purpose of recording and in no way modifies
the provisions of the Agreement. Subgrantee and WCB each has rights, duties and
obligations under the Agreement which are not set forth in this Notice. To the extent the
terms of this Notice conflict with the Agreement, the terms of the Agreement shall
govern and control.
10. For additional terms and conditions of the Agreement, reference should be
made to the California Wildlife Conservation Board Subgrant Agreement for Acquisition
of Fee Interest by and between WCB and Subgrantee that commenced
, 20 , and is on file with the Wildlife Conservation Board, 1700
=9t,.,..h---,S""'t-.,---,4=1h--=F:-,"lo_o_r_, s='acramento, California 95811; mailing address: Wildlife Conservation
Board, c/o Department of Fish and Wildlife, P. 0. Box 944209, Sacramento, CA 94244-
2090.
SUBGRANTEE:
By: __________ _
Print Name: ________ _
Title: ___________ _
[Notary Acknowledgment]
EXHIBIT H
(Pub li c Access Tra il s}