CC SR 20220413 01 - PSA Agreement Lower Filiorum and Plumtree Properties
01203.0002/780264.3
CITY COUNCIL MEETING DATE: 04/13/2022
AGENDA REPORT AGENDA HEADING: Regular Business
AGENDA TITLE:
Consideration and possible action to approve the Purchase & Sale Agreement & Joint
Escrow Instructions to purchase and manage certain real properties commonly known as
the Lower Filiorum and Plumtree properties.
RECOMMENDED COUNCIL ACTION:
1. Approve that certain “PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS” (”PSA”) by and between the CITY OF RANCHO
PALOS VERDES (“City”), THE PALOS VERDES PENINSULA LAND
CONSERVANCY (“PVPLC”), and YORK POINT VIEW PROPERTIES, LLC
(“Seller”), to be effective as of March 29, 2022;
2. Authorize the Mayor to execute the same following approval as to form by the City
Attorney;
3. Adopt Resolution No. 2022-__ entitled “A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF RANCHO PALOS VERDES AUTHORIZING THE CITY TO
ENTER INTO A GRANT AND SUBGRANT AGREEMENT WITH THE
CALIFORNIA WILDLIFE CONSERVATION BOARD TO ACCEPT A GRANT AND
SUBGRANT AUTHORIZING THE ACQUISITION OF ALL OR A PORTION OF
ASSESSOR’S PARCEL NUMBERS 7573-003-016; 7572-012-028; 7572-012-029;
7581-023-035; AND 7581-023-037 (PORTIONS THEREOF) TOTALING
APPROXIMATELY 96 ACRES IN THE CITY OF RANCHO PALOS VERDES, LOS
ANGELES COUNTY”;
4. Approve and authorize the Mayor to sign that certain “ASSIGNMENT AND
ASSUMPTION OF GRANT AGREEMENT” per the grant requirements for the Los
Angeles County Regional Park and Open Space District Grant to be awarded to
the PVPLC and contributed to the purchase of Lower Filiorum and Plumtree
properties that the City will hold title in fee to; and,
5. Approve an additional appropriation of $1.3 million from the General Fund
Unrestricted Excess Reserve.
FISCAL IMPACT: Approving the PSA and authorizing the Mayor to execute the
documents associated with the purchase of the Lower Filiorum and Plumtree properties
commits the City to a $1.3 million contribution to the overall purchase price from the seller
at $21 million. The remaining balance will come from contributions from the PV PLC,
WCB, USFWS, and LA County. If approved, the $1.3 million would be funded from the
City’s General Fund’s Unrestricted Excess Reserve. The excess reserve is estimated to
end the year at approximately $15.4 million.
Amount Budgeted: $0
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Additional Appropriation: $1,300,000
Account Number(s): 101-400-2999-8803
(General Fund – Non-Dept/Land)
ORIGINATED BY: William W. Wynder, City Attorney
Katie Lozano, Senior Analyst
REVIEWED BY: Same as above
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. PSA (page A-1)
Exhibit A – Legal Description of the Master Property
Exhibit B – Depiction of Property and Lots
Exhibit C – General Escrow Provisions
Exhibit D – Form of Deed
Exhibit E – Conservation Easement
Exhibit F – Temporary Access Easement Agreement
Exhibit G – Limited Mutual Release Agreement
Exhibit H – Depiction of Improvements to be Removed
B. Resolution No. 2022-__ Authorizing the City to Enter into a Grant Agreement
with WCB (page B-1)
C. WCB Grant Agreement (page C-1)
D. WCB Sub-Grant Agreement (page D-1)
E. Los Angeles County Regional Park and Open Space District - Assignment and
Assumption of Grant Agreement (page E-1)
F. Los Angeles County Regional Park and Open Space District Grant Agreement
(page F-1)
BACKGROUND:
The purchase and sale agreement (“PSA”) before the City Council represents the
culmination of the joint efforts of the City and PVPLC (jointly , the “Buyer”) to acquire
portions of the Lower Filiorum and Plumtree properties (creating a new “Wildlife Corridor”)
to establish what will become the 1,500-acre Palos Verdes Nature Preserve (“Preserve”).
The acquisition of these properties (the “Properties”) will provide a live-in Wildlife Corridor
habitat for rare species including the Palos Verdes blue butterfly, the cactus wren, and
the California gnatcatcher.
York Point View Properties, LLC (“Seller”) which owns the Properties, has executed the
PSA as has PVPLC pursuant to which City will acquire legal title to these properties and
PVPLC will acquire a conservation easement for the management of the Properties
(“Conservation Easement”). The purchase price of the Properties (resulting in the creation
of this new Wildlife Corridor) is Twenty-One Million Dollars ($21,000,000) (“Purchase
Price”).
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An escrow is to be opened with Ticor Title Insurance Company (“Escrow”) with
instructions on the method, manner, and timing of the consummation of the sale. The
parties intend that this Escrow will close on June 30, 2022 (“Closing”) with fee title to the
Properties transferred only to the City immediately followed by recordation of the
Conservation Easement in favor of PVPLC. In light of this accelerated Closing date, staff
have determined to bring the PSA before the City Council for consideration at this April
13, 2022 Special City Council Meeting.
DISCUSSION:
A. The Purchase and Sale Agreement
The principal terms of the PSA (Attachment A) are as follows:
1. Within ten (10) business days after the PSA is fully executed, the City and PVPLC
shall each deposit $315,000 into Escrow towards a total refundable deposit of
$630,000 if the transaction fails to close due to Buyer’s breach.
2. The City will contribute a total of $1.3 million toward the purchase price for
acquisition of the Properties (“City Funds”).
3. The PVPLC will also contribute a total of $1.3 million toward the purchase price for
acquisition of the Properties (“PVPLC Funds”).
4. The City Funds and PVPLC Funds are jointly referred to in the PSA as the
“Deposit.”
5. The City and PVPLC, as the Buyer, have a due diligence period of 60 days to
investigate the Properties. If Buyer disapproves of the condition of the Properties,
the Buyer can elect to terminate the PSA and the Deposit shall be returned to
Buyer.
6. The majority of the Purchase Price shall be paid from the following sources:
a. The California Wildlife Conservation Board (“WCB”) will contribute a total of
$4.8 million toward the purchase price for acquisition of the Properties
(“WCB Funds”).
b. The U. S. Fish & Wildlife Service (“USFWS”) will contribute a total of $12.6
million toward the purchase price for acquisition of the Properties (“USFWS
Funds”).
c. The Los Angeles County Regional Park and Open Space District (“LA
County”) will contribute a total of $1 million toward the purchase price for
acquisition of the Properties (“LA County Funds”).
d. The WCB Funds, USFWS Funds and LA County Funds are referred to in
the PSA as the “Government Funding.”
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7. To the extent the private fundraising is not sufficient to pay the balance of the
Purchase Price in excess of the “Deposit” and “Government Funding,” the balance
can be paid by an interest-free purchase money promissory note (not to exceed
$2,000,000) executed by City in favor of the Seller (“Purchase Money Note”) and
secured by a deed of trust recorded in first lien position against the Properties.
The Purchase Money Note will be payable one (1) year from the Closing.
8. The City will own the Properties in fee and the PVPLC will hold the Conservation
Easement. A separate title insurance policy insuring the Conservation Easement
in favor of PVPLC will be issued to PVPLC.
9. At Closing, the Seller will also grant the City a temporary one -year easement to
use the length of the sixty (60) foot wide strip defined in the PSA as the “Event
Garden Driveway” over Seller’s retained property in order to afford access to the
new Wildlife Corridor while a new driveway is constructed off Palos Verdes Drive
South.
10. Costs and fees will be paid as follows:
a. The City and PVPLC, as the Buyer, and Seller will each pay one-half (1/2)
of the escrow fees.
b. The Seller will pay for the natural hazards disclosure report, the cost of the
owner’s title policy to be issued to City, and any recording fees.
c. The City and PVPLC, as the Buyer, will pay for a separate title policy issued
to PVPLC insuring the Conservation Easement.
After Closing, the City and the Seller will take steps necessary to dismiss the cross-
appeals in pending litigation between themselves and they shall cooperate in providing
the superior court with a joint report on the successful sale of the Properties and affirming
to the superior court that the City consents to the application of the Properties of the
Natural Communities Conservation Plan/Habitat Conservation Plan, adopted by the City
on November 19, 2019 (“NCCP/HCP”).
B. California Wildlife Conservation Board Grant and Sub-Grant Agreements
As noted above, a portion of the purchase price will be paid from a grant by the WCB. In
order to receive the funds, the City Council is requested to adopt the attached resolution
(Attachment B), authorizing the City to enter into a grant and subgrant agreement with
the WCB to accept a grant and subgrant for the acquisition of all or a portion of the
properties commonly referred to as Lower Filiorum and Plumtree properties.
The grant is for $4,800,000 and would be awarded by the WCB. The subgrant is for
$12,600,000 and would be awarded by the USFWS acting through the WCB. A specific
requirement of the USFWS is that non-federal funds equal 30% of the appraised fair
market value of the property and must be provided as a match for the sub -grant funds.
The WCB grant serves as part of the matching funds. Both grant and subgrant are
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specifically for the purchase of approximately 96 acres of land, referred to in the grant
documents as “the property.”
The WCB Sub-Grant term extends from the time when it is signed by an authorized
representative of each party, until it expires on May 25, 2023 if escrow has not closed by
that time (given the anticipated Closing in June 30, 2022 this condition will be easily
satisfied). The sub-grant agreement specifies that the “Purposes of the Grant” are that
the property be held and used for the purposes of protecting habitat to help support and
recover populations of listed species including the Palos Verdes blue butterfly,
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 uses, all as may be consist ent with wildlife
habitat preservation and protection of sensitive biological resources.
Some salient conditions and restrictions of the WCB Grant and Sub-Grant Agreements
include:
• The Grantor (WCB) shall review and approve all documents pertaining to the
Grantee’s (City’s) acquisition of the property, including appraisals, preliminary title
reports, options, agreements for purchase and sale, escrow instructions, and
instruments of conveyance. The City shall remove or otherwise address an y
encumbrances or defects of the title that WCB determines are inconsistent, or
could interfere, with the “Purposes of the Grant” (defined above). Any outstanding
security interests or monetary encumbrances affecting the prop erty will be
terminated.
• WCB will acquire the property from a willing seller for a purchase price that does
not exceed the fair market value of the property, as established by an appraisal
prepared pursuant to the Uniform Standards of Professional Appraisal Practice.
• The WCB will review and approve the resolution of the City Council authorizing the
execution and performance of the grant agreement and the acquisition of the
property by the City (Attachment B).
• The City will cause to be deposited into escrow all funds beyond those granted
under the grant agreement needed to complete the purchase.
• The City will provide credit to the WCB on signs, promotional materials,
advertisements, publications or exhibits prepared by the City referencing the
project. Subject to the mutual agreement of the WCB and City regarding text,
design and location, the City will post signs on the property to indicate the
participation of the WCB in the City's purchase of the property. Signs will include
the WCB’s logo.
• City will pay before delinquency all taxes, assessments, fees and charges levied
on or assessed against the property by a competent authority (collectively “taxes”)
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and will provide the WCB with evidence of payment upon request. The City will
keep the property free from liens.
• The property, nor any portion or interest in it, may be sold or otherwise conveyed
without the written approval of the WCB. Such approval shall not be reasonably
withheld as long as the property continue s to be held and used in a manner
consistent with this grant agreement.
• The property may not be used for mitigation without the prior written approval of
the WCB.
• The property may not be used as security for any debt, without the prior written
approval of the WCB.
• The City will record concurrently with close of escrow, a Notice of Unrecorded
Grant Agreement in the form of Exhibit D of the grant agreement.
• The City will provide the WCB, following the Closing, a conformed copy of the
recorded deed and notice, with all recording information, as well as a copy of the
final closing or settlement statement and the title insurance policy insuring the City
as the owner of fees simple title to the property.
• The City will allow WCB staff to access the property to assess compliance with the
agreement terms.
• The City will ensure that the terms and conditions of the grant agreement will be
taken into account when calculating the baseline/business as usual of the property
for establishing carbon credits or other emissions offsets proposed to be
authorized. The City will notify the WCB prior to any such proposed establishment.
• The City will provide the WCB with a written commitment to funding and
management for the property
• The City will provide the WCB with assurances and certification of compliance with
federal requirements upon execution by the WCB
C. Los Angeles County Regional Park and Open Space District (RPOSD) Grant
In February 2022, the RPOSD granted the PVPLC $1 Million towards the acquisition of
the Lower Filiorum and Plumtree properties. This evening, staff is recommending that
the City Council approve the form of and authorize the Mayor to sign the Assignment and
Assumption of Grant Agreement with the PVPLC and RPOSD, which would transfer the
purchase of the property and the grant obligations from the PVPLC to the City.
Some salient conditions and restrictions of the RPOSD Grant Agreement include:
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• The project (property purchase) must be completed within three years from the
time the funds are made available to the City.
• The term of the grant agreement commences on the date of agreement execution
and lasts in perpetuity
• The City must furnish any additional funds necessary to complete the acquisition
project.
• The City will cooperate with RPOSD in advance when preparing electronic media
and public information pieces related to the project (property purchase)
• If the project includes development, the City will use sustainable elements,
including long-lasting materials, conserved and restored natural areas, recycling
bins for park patron.
• The City shall erect and maintain a sign at a prominent location on the pr oject site
acknowledging the assistance of RPOSD. The cost of permanent sign is
reimbursable through the grant.
• The City agrees to provide for reasonable public access to lands acquired in fee
with grant monies, including the provision of parking and public restrooms,
provided, however, that such public access may not interfere with resource
protection.
• All such facilities, if any, shall be open to members of the public generally (not just
City residents).
• The City will not discriminate against any person on the basis of race, color, sex,
sexual orientation, age, religious belief, national original, marital status, physical or
mental handicap, medical condition, or place of residence in the use of any
property or facility acquired or developed pursuant to the grant agreement.
If acceptable, the City Council is being asked to approve and authorize the Mayor to sign
the “ASSIGNMENT AND ASSUMPTION OF GRANT AGREEMENT” per the grant
requirements for the RPOSD to be awarded to the PVPLC and contribut ed to the
purchase of Lower Filiorum and Plumtree properties that the City will hold title in fee to.
ALTERNATIVES:
In addition to the recommendations, the following alternative actions are available for the
City Council’s consideration:
1. Do not approve the PSA.
2. Identify changes the City Council wants made to the PSA and direct the City
Attorney and staff to return with another draft.
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3. Identify changes to the terms of the WCB grant and sub-grant.
4. Identify changes to the terms of the RPOSD grant.
5. Take other action, as deemed appropriate and consistent with the law.
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PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is made as of March 29, 2022 (the “Agreement Date”), by
and among the CITY OF RANCHO PALOS VERDES, a California municipal corporation
City”), and the PALOS VERDES PENINSULA LAND CONSERVANCY, a California
non-profit corporation (“Conservancy,” and, jointly with City, “Buyers”), and YORK POINT
VIEW PROPERTIES, LLC, a California limited liability company (“Seller”).
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
in this Agreement, and for other good and valuable consideration, Buyers and Seller agree as
follows:
1.Effective Date. This Agreement shall be effective upon execution by the City after
approval by the City Council, delivery of the Independent Consideration (as defined in Section
5.2) to Seller and delivery of four (4) executed counterpart copies of this Agreement by the City
to the Escrow (as defined in Section 3.1) (“Effective Date”); provided, however, such executed
counterpart Agreements shall be delivered to Escrow no later than 5:00 p.m. on April 15, 2022.
Prior to March 29, 2022, Buyer and Conservancy shall each deliver four (4) executed counterpart
copies of this Agreement to the Escrow as defined below. Seller and Conservancy’s signatures
shall become null and void if all four (4) counterpart signatures are not received into the Escrow
by April 15, 2022. Escrow shall assemble the counterpart copies of the Agreements and shall (i)
execute the Escrow acceptance at the end of the Agreement; and (ii) deliver one (1) fully executed
copy of the Agreement to each of the Buyers, Seller and Escrow shall retain one copy.
2.Purchase and Sale. Seller owns that certain located in the City of Rancho Palos
Verdes, County of Los Angeles, State of California, as legally described on Exhibit A attached
hereto (”Master Property”). Upon the terms and conditions contained herein, Seller agrees to
sell to Buyers, and Buyers agree to purchase from Seller, approximately ninety-five and nine-
tenths (95.9) acres of the Master Property as depicted on Exhibit B attached hereto (“Property”).
The parties acknowledge and agree that as of the Effective Agreement, the Property does not
constitute a legal lot or parcel of land. City’s acquisition of the Property shall rely upon California
Government Code Section 66426.5 which provides that “Any conveyance of land to or from a
governmental agency, public entity … shall not be considered a division of land for purposes of
computing the number of parcels.” Accordingly, the diagram attached hereto as Exhibit B is
intended solely as a visual representation of the Property (and the three (3) “Lots” within the
Property, as well “Lot 3”, which shall be retained by Seller and is not part of the Property).
Following the Effective Date of this Agreement, Seller shall cause a boundary survey of the
Property to be performed (“Seller’s Survey”) and (i) a “metes and bounds” legal description of
the Property to be prepared consistent with the diagram attached hereto as Exhibit B and (ii) a
metes and bounds” legal description for the easement described in the Access Easement
Agreement (as defined in Section 9.1.3.b) (“Access Easement Legal Description”). Seller shall
deliver both the Seller’s Survey and the metes and bounds legal description to Buyers and the Title
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Company (as defined in Section 7.1) no later than two (2) weeks after the Effective Date. The
metes and bounds legal description shall be incorporated herein by reference and shall be used in
the documents to be prepared in connection with the Closing.
3.Escrow.
3.1 Opening of Escrow; Escrow Obligations. Escrow shall be deemed open
as of the Effective Date (“Escrow”) with Ticor Title Insurance Company, whose address is 1500
Quail St., 3rd Floor, Newport Beach, California 92660, attention: Kim Hernandez (714) 289-3327,
Kdhernandez@ticortitle.com (“Escrow Holder”). Escrow Holder shall only be responsible for
Sections 1 through 7, inclusive; 8.4, 9.1, 9.2, 9.4, 10, and 17 through 31, inclusive. In addition,
Buyers and Seller agree to be bound by Escrow Holder’s general provisions attached hereto as
Exhibit C. In the event of any discrepancy between the provisions of this Agreement and such
general provisions, the provisions of this Agreement shall prevail as between Buyers and Seller.
3.2 City Manager Authority. By its execution of this Agreement,
Conservancy authorizes the City to execute any and all documents, escrow instructions, waivers,
or approvals which shall be binding on Buyers. City authorizes the City Manager or his designee
who has been designated by City Manager’s written notice delivered to Seller, Conservancy and
Escrow Holder) to have the authority to execute documents on behalf of City including, but not
limited to, issuing approvals, disapprovals and extensions. Any such approval, disapproval or
extension executed by the City Manager or his designee shall be binding on City.
4.Closing Date. The transfer of the Property contemplated hereby with the
recordation of the Deed and Conservation Easement (as defined below) (“Closing”) shall take
place through the Escrow and shall occur on or before the date (“Closing Date”) that is the earlier
to occur of (a) the date that is five (5) business days after Buyers have secured funds in the full
amount of the Purchase Price (as defined in Section 5) which funds may include a Seller’s Note
and Trust Deed (as defined in Section 9.1.6) to be used in connection with the Purchase Price
defined in Section 5); and (b) June 30, 2022. Notwithstanding the foregoing, the Closing Date
shall be extended to the extent required to include the applicable time frames set forth in
Section 7.2 if an Updated Preliminary Report is issued by the Title Company prior to the Closing.
5.Purchase Price. The purchase price for the Property shall be Twenty-One Million
Dollars ($21,000,000) (“Purchase Price”). On or before the Closing Date, Buyers shall the
balance of the Purchase Price into the Escrow by “good funds” as defined below.
5.1 Deposit. Within ten (10) business days after the Effective Date, Buyers
shall deposit in Escrow with the Escrow Holder, in good funds, a refundable deposit of Six
Hundred Thirty Thousand Dollars ($630,000) (“Deposit”). The Escrow Holder shall hold the
Deposit or any portion thereof in an interest-bearing account reasonably acceptable to Seller and
Buyers, in accordance with the terms and conditions of this Agreement. All interest accrued on the
Deposit shall be deemed income of Buyers, and Buyers shall be responsible for the payment of all
costs and fees imposed on the Deposit account. Nevertheless, all interest accrued on the Deposit
shall be held and disbursed with, and deemed to be a part of, the “Deposit” for all purposes of this
Agreement. At Closing, the Deposit and all interest accrued thereon shall be applied toward the
Purchase Price and paid through Escrow to Seller as part of the Deposit. The Deposit is refundable
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to Buyers except as expressly provided in this Agreement. The parties shall execute such
documents as reasonably required by Escrow with respect to the creation of the interest-bearing
account.
5.2 Independent Consideration. The parties agree and acknowledge that
Buyers will expend substantial amounts of time and money investigating the feasibility of its
intended use of the Property, attempting to satisfy conditions to its purchase and conducting other
due diligence activities. Notwithstanding anything to the contrary contained herein, within five
5) business days of the Effective Date, Buyers shall pay to Seller the amount of One Hundred
Dollars ($100) (“Independent Consideration”), which amount shall be non-refundable under all
circumstances except in the event of termination of this Agreement prior to the Closing due to
Seller’s breach or default. In consideration of the foregoing and Buyers’ payment of the
Independent Consideration, Buyers will have the right to purchase the Property, on the terms and
subject to the conditions in this Agreement. If the Closing occurs, the Independent Consideration
shall be credited against the Purchase Price.
5.3 Balance of Purchase Price. At least one (1) business day prior to the
Closing, Buyer shall deposit in good funds the balance of the Purchase Price (i) minus any interest
earned pursuant to Section 5.1; (ii) minus the Independent Consideration; and (iii) plus or minus
any applicable prorations pursuant to Section 6.2 hereof. Notwithstanding the foregoing, a portion
of the Purchase Price may be paid to Seller pursuant to the Seller Loan as provided in Section 9.1.6.
5.4 Good Funds. All funds deposited in Escrow shall be in “Good Funds”
which means a wire transfer, cashier's or certified check for immediately available federal funds
drawn on or issued by the offices of a financial institution located in the State of California.
6.Prorations.
6.1 Escrow Fees and Title Premiums. Buyers and Seller shall each pay
one-half (1/2) of Escrow Holder’s fees in connection with the Escrow. Seller shall bear the cost of
i) recording fees (except as noted below), (ii) the NHD report (as defined in Section 8.1.2), and
iii) the cost of the Title Policy (as defined in Section 9.1.6) but, in no event, shall such charge
exceed the amount that would be the cost of a CLTA owner’s title insurance policy insuring City
with respect to the Property with a liability limit in the amount of the Purchase Price. Buyers shall
bear the cost of any premium attributable to (a) endorsements to, or extended coverage provided
for Buyers’ title insurance policies for the Property, and any survey costs in connection therewith
except for the Seller’s Survey); and (b) the issuance of more than one (1) owner’s policy of title
insurance for the Property. However, Buyers, at Buyers’ sole cost and expense, may require the
issuance of a owner’s title policy to the Conservancy insuring the Conservation Easement. If the
Seller Loan is provided pursuant to Section 9.1.6, the Loan Title Policy (as defined in Section
9.1.6) shall be provided to Seller at Buyers’ cost. The payment of all other costs or expenses of the
Closing not otherwise provided for in this Agreement shall be allocated between Buyers and Seller
in the manner customary in Los Angeles County, California. NOTE: No documentary transfer
taxes shall be payable pursuant to R&T Code Section 11922 and no recording fees for the Deed or
the Conservation Easement shall be payable pursuant to Government Code Section 27383.
6.2 Taxes and Assessments. All current real property taxes, and all payments
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on general and special bonds and assessments, applicable to the Property shall be prorated through
the Escrow as of the Closing Date based upon the latest available tax information, using customary
escrow procedures. If any supplemental taxes are assessed after the Closing for work performed
on the Property by or on behalf of Seller prior to Closing, Seller shall reimburse Buyers for any
such amounts within thirty (30) days following receipt of written demand (which shall include,
without limitation, reasonable supporting documentation)
7.Title Review.
7.1 Title Exceptions. Buyers have received that certain Commitment for Title
Insurance issued by Ticor Title, whose address is 1500 Quail St., 3rd Floor, Newport Beach,
California 92660, attention: Bob Taylor (714) 289-6402, taylorteam@ticortitle.com (“Title
Company”), with respect to the Property, for its Commitment No. 00876927-021-BLA and dated
December 24, 2021 (“Preliminary Report”). Seller has instructed the Title Company to provide
Buyers an updated Preliminary Report (hyperlinked to all documents) as soon as possible after the
Effective Date and receipt of the Seller’s Survey and the Access Easement Legal Description
which shall be delivered to the Title Company together with a plot map identifying easements and
their locations on the Property within thirty (30) days of the Effective Date. Buyers have until the
date that is fourteen (14) days prior to expiration of the Due Diligence Period (as defined in Section
8) (“Title Objection Period”) to review copies of all instruments giving rise to any exceptions to
title to the Property disclosed by the Preliminary Report (collectively, the “Title Exceptions”),
and otherwise examine the status of title to the Property. Buyers shall notify Seller prior to the
expiration of the Title Inspection Period which Title Exceptions will not be accepted by Buyers
Title Notice”). If Buyers fail to deliver the Title Notice prior to the expiration of the Title
Objection Period, then Buyers shall be deemed to have approved the condition of title to the
Property, except as provided in Section 7.2, with respect to an Updated Preliminary Report (as
defined below). If Buyers deliver the Title Notice prior to the expiration of the Title Objection
Period, then Seller shall have until the date that is five (5) days prior to expiration of the Due
Diligence Period (“Seller Response Deadline”) to notify Buyers whether Seller will cause such
objectionable Title Exceptions to be removed from title to the Property on or before the Closing
Date. The procurement by Seller of a commitment for the issuance of a title policy, or an
endorsement thereto, satisfactory to Buyers (in their sole and absolute discretion) and insuring
Buyers against any Title Exception that was objected to in the Title Notice shall be deemed a cure
by Seller of such objection. If Seller fails to notify Buyers of its election on or before the Seller
Response Deadline, then Seller shall be deemed to have elected to not cause such objectionable
Title Exceptions to be removed from title to the Property and Buyers shall have seven (7) days
thereafter (“Buyer Outside Acceptance Date”) to notify Seller that Buyers waive their objections
to such Title Exceptions. If Buyers fail to notify Seller of their election to waive their objections
by the Buyer Outside Acceptance Date, then Buyers shall be deemed to have elected to accept
such exceptions with respect to the Property. If, however, Buyers deliver to Seller, prior to the
Buyer Outside Acceptance Date, a written notice that Buyers elect to not waive their objection to
such objectionable Title Exceptions, then this Agreement shall be terminated as of the date of
Seller’s receipt of such written notice and no party shall have any further rights or obligations
hereunder (except for indemnity obligations and the provisions of Section 13), the Deposit shall
be returned to Buyers and each party shall bear its own costs incurred hereunder.
7.2 Updated Title Report. Notwithstanding anything to the contrary contained
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in this Agreement, if, at any time prior to the Closing, any updates to the Title Insurance
Commitment are received by Buyers, Buyers shall have ten (10) business days (regardless of the
then scheduled Closing Date) following Buyers’ receipt of such update and legible copies of all
underlying documents referenced therein (that were not referenced in the Preliminary Report
previously provided to Buyer) to notify Seller (“Buyers’ Title Update Objection Notice”) of
objections to new or updated exceptions (“Title Updates”). If Buyers deliver the Buyers’ Title
Update Objection Notice prior to the expiration of foregoing ten (10) business day period, then
Seller shall have a period of five (5) business days thereafter (“Seller Title Update Objection
Deadline”) to notify Buyers whether Seller will cause such objectionable exceptions to be
removed from title to the Property on or before the Closing Date and not to be shown in the Title
Policy; provided, however, the procurement by Seller of a commitment for the issuance of a title
policy, or an endorsement thereto, satisfactory to Buyers (in their sole and absolute discretion) and
insuring Buyers against any update that was objected to in the Buyers’ Title Update Objection
Notice shall be deemed a cure by Seller of such objection. If Seller fails to notify Buyers of its
election on or before the Seller Title Update Objection Deadline, then Seller shall be deemed to
have elected to not cause such objectionable updates to be removed from title to the Property and
Buyers shall have five (5) business days thereafter (“Buyer Title Update Outside Acceptance
Date”) to notify Seller that Buyers waive their objections to such new updates. If Buyers fail to
notify Seller of their election to waive objections by to the new exceptions, then Buyers shall be
deemed to have elected to accept such exceptions with respect to the Property. If, however, Buyers
deliver to Seller, prior to the Buyer Title Update Outside Acceptance Date, a written notice that
Buyers elect to not waive their objection to the title exceptions, then this Agreement shall be
terminated as of the date of Seller’s receipt of such written notice and no party shall have any
further rights or obligations hereunder (except for indemnity obligations and the provisions of
Section 13), the Deposit shall be returned to Buyers and each party shall bear its own costs incurred
hereunder.
7.3 Monetary Encumbrances. Notwithstanding anything to the contrary
contained herein, Seller shall cause all mortgages, deeds of trust and other private party monetary
liens (including mechanics’ liens and judgment liens) and liens for delinquent taxes affecting the
Property to be fully satisfied, released and discharged of record on or before the Closing (except
for any such matters resulting from Buyers’ activities with respect to the Property, which shall be
solely Buyers’ responsibility) so that Buyers shall take title to the Property free and clear of the
same. Seller shall provide such information including an indemnity to the Title Company with
respect to any work performed on the Property by or on behalf of Seller prior to Closing so that
the Title Company does not show an exception with respect to mechanic liens related to such work
in the Title Policy. Seller acknowledges that such satisfaction, release and discharge may involve
substantial prepayment penalties or premiums and other costs or expenses, all of which shall be
paid by Seller at its sole cost and expense at or prior to the Closing.
8.Due Diligence.
8.1 Due Diligence Materials; NHD Report.
8.1.1 Due Diligence Materials. Within ten (10) days after the Effective
Date, Seller shall provide Buyers with a copy of all of the following to the extent in Seller’s
possession and control: (i) Seller’s most current Phase I Environmental Report for the Property;
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ii) copies of recent or materially important surveys related to the Property; (iii) copies of all
documents, correspondence, and materials related to any encroachments on or arising from the
Property within the last seven years; (iv) copies of all documents, correspondence, and materials
related to any disputes involving the Property (including without limitation involving adjacent
property owners); (v) copies of all documents, correspondence, and materials related to any
litigation involving the Property that would survive closing or would be pertinent to Buyers’ due
diligence; (vi) copies of all environmental, geologic, biologic, or any other reports, test results,
documents, correspondence, and materials prepared or issued on or after January 1, 2017 that
would be material to Buyers’ due diligence (collectively, the “Due Diligence Materials”);
provided, however, nothing set forth in this Agreement is intended to, or shall, diminish Seller’s
affirmative obligations of disclosure under local, state, or federal law. The Due Diligence Materials
will be delivered to Buyers for informational purposes, and Seller makes no representations or
warranties of any kind regarding the Due Diligence Materials except as expressly set forth
otherwise in this Agreement. Subject to the limitations in California law as to public entities,
Buyers agree (i) to hold in confidence and not disclose any information contained in the Due
Diligence Materials other than to Buyers’ representatives and donors and prospective donors who
need such information to evaluate the Property, without obtaining the prior written consent of
Seller, (ii) not to use information contained in the Due Diligence Materials for any purpose other
than Buyers’ or Buyers’ representatives’ evaluation of the Property, and (iii) to take commercially
reasonable steps to ensure that Buyers’ representatives abide by the foregoing restrictions.
8.1.2 NHD Report. Within five (5) days of Opening of Escrow, Escrow
shall order and deliver to Buyer and Seller a commercial natural hazards disclosure report (“NHD
Report”) for the Property issued by Disclosure Source. The cost of the NHD Report shall be paid
by Seller.
8.2 Due Diligence Period; Right of Entry. Buyers have until 5:00 pm Pacific
Time on the date that is sixty (60) days following the Effective Date (“Due Diligence Period”) to
enter upon the Property at reasonable times after giving Seller at least twenty-four (24) hours’
advance notice for the purpose of conducting such tests and studies, and to undertake such other
investigations of the Property, as Buyers deem necessary and/or desirable, all at Buyers’ sole cost.
Such tests, studies and/or investigations may include obtaining and reviewing a Phase I
Environmental Report. Immediately after performing such tests, studies and/or investigations,
Buyers shall, at Buyers’ sole cost, restore the Property to the same condition as prior to performing
such tests, studies and/or investigations, including the recompaction or removal of any disrupted
soil or material as Seller may reasonably direct. Notwithstanding anything to the contrary
contained herein, Buyers shall not conduct any invasive testing, drilling, or otherwise disturb any
soil, on the Property without Seller’s prior consent, which consent shall not be unreasonably
withheld, delayed or conditioned.
8.3 Termination during Due Diligence Period. If Buyers determine that they
are unwilling to consummate the transfer of the Property as contemplated by this Agreement,
whether based on dissatisfaction with the results of any such tests, studies and/or investigations or
for any other reason or for no reason, and Buyers give notice to Escrow Holder and Seller of such
determination (“Buyers Termination Notice”) prior to the expiration of the Due Diligence Period,
then this Agreement shall automatically terminate with respect to the Property concurrently with
the giving of such Buyers Termination Notice to Seller. In the event this Agreement is so
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terminated, then no party shall have any further rights or obligations hereunder except for (i)
indemnity obligations under this Agreement, and (ii) the Deposit (with any interest thereon) shall
be returned promptly to Buyers and each party shall bear its own costs incurred hereunder. Buyers
shall indemnify, defend and hold Seller harmless from any and all losses, damages, costs, liabilities
and expenses, including reasonable attorneys’ fees (and those fees incurred upon any appeals) and
court costs incurred or suffered by Seller, whether directly or proximately, by the act or omission
of Buyers or Buyers’ representatives during their inspections of the Property.
8.4 Grant Funds Condition. If Buyers fail to deliver a Buyers Termination
Notice to Seller prior to the expiration of the Due Diligence Period, Buyers shall have no further
right to terminate this Agreement as set forth in Section 8.3, but Buyers shall thereafter have the
right to terminate this Agreement without further liability if Buyers do not receive approval (with
standard conditions) for funds from (i) the California Wildlife Conservation Board (“WCB”) to
be applied to the Purchase Price in the amount of at least Four Million Dollars ($4,000,000)
WCB Funds”) on or prior to the WCB’s meeting scheduled for May 27, 2022 (“WCB
Meeting”); and/or (ii) the US Fish & Wildlife Service to be applied to the Purchase Price in the
amount of Twelve Million Six Hundred Thousand Dollars ($12,600,000) (“USFWS Funds”). The
WCB Funds and USFWS Funds are jointly referred to here as “Grant Funds.” If the Grant Funds
are not approved, Buyers may exercise the right to terminate this Agreement by delivering written
notice to Seller not later than June 20, 2022. If, however, the Grant Funds are approved by said
date, Buyers shall not have the right to terminate this Agreement and the Deposit shall be deemed
non-refundable.
8.5 Funding Applications. Seller will use commercially reasonable efforts, at
no material cost to Seller, to promptly cooperate with Buyers in securing, assembling, and
submitting documentation relating to the Property required by any funding sources to evaluate
Buyers’ application for funding.
9.Closing.
9.1 Delivery of Documents and Conditions to Closing. In addition to the
items set forth in Sections 9.1.3 through Section 9.1.6 below, the following are conditions of
Buyers to close Escrow, which Buyers have the unilateral right to waive in writing, in whole or in
part:
9.1.1 Deed. Seller will deliver to Escrow Holder an original of a grant
deed in the form attached hereto as Exhibit D that has been executed by Seller and acknowledged,
conveying the fee interest in the Property to City (“Deed”). City shall deliver an executed
Certificate of Acceptance which shall be attached to the Deed prior to its recordation.
9.1.2 Conservation Easement. On or prior to the Closing Date,
Conservancy and City will deliver to Escrow Holder an original of a conservation easement (the
Conservation Easement”) in the form attached hereto as Exhibit E, or other form as mutually
agreed by Conservancy and City, that has been executed by Conservancy and City and
acknowledged, setting forth the terms by which City and Conservancy are to maintain the Property.
The following are conditions of Seller and Buyers to close Escrow, which either
Buyers or Seller have the right to waive in writing, in whole or in part, only as to themselves,
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respectively:
9.1.3 Access Rights. Seller and Buyers acknowledge that, as a condition
to securing federal and state funding from government agencies for the Purchase Price, Buyers
must demonstrate legal, insurable, and permanent access to each noncontiguous parcel comprising
the Property. The following provisions are intended to address this requirement.
a.Lot 1. With respect to “Lot 1”, Buyers’ access shall be via
Narcissa Drive in a manner consistent with the currently existing property conditions, and Seller
shall have no obligation in connection therewith.
b.Lot 2. With respect to “Lot 2”, on or prior to the Closing
Date, Buyers and Seller will deliver to Escrow Holder counterpart originals of an easement
agreement (“Access Easement Agreement”) in the form attached hereto as Exhibit F. In the
Access Easement Agreement, Seller will grant Buyers a temporary easement to use the length of
the sixty (60) foot wide strip (“Event Garden Driveway”) of Seller’s “Lot 3” from Palos Verdes
Drive South where the Event Garden Driveway abuts the Property, solely to access the “Lot 2”
portion of the Property, as depicted on Exhibit A, attached hereto. The Access Easement
Agreement provides for a term of one (1) year from the Closing Date, it being hereby
acknowledged and agreed by Buyers that Buyers shall, on or before the expiration of such one (1)
year period, secure access to and from the “Lot 2” portion of the Property directly from Palos
Verdes Drive South.
9.1.4 Title Company Requirements. On or prior to the Closing Date,
Buyers and Seller will deliver, or cause to be delivered, to Escrow Holder such other instruments
as are consistent with this Agreement and as are reasonably required by Escrow Holder, Title
Company or otherwise required for the Closing (“Required Closing Documents”). In addition,
Buyers and Seller will designate Escrow Holder as the “Reporting Person” for the Closing pursuant
to the Internal Revenue Code of 1986 Section 6045(e).
9.1.5 Limited Mutual Release. On or prior to the Closing Date, City and
Seller will deliver to Escrow Holder counterpart originals of the Limited Mutual Release
Agreement in the form attached hereto as Exhibit G that has been executed and acknowledged by
City and Seller, releasing the matters as specified therein (“Release”). Notwithstanding the
forgoing, if the Closing does not occur, then City and Seller shall retain any and all alleged claims
that they may have against the other with respect to the Property.
9.1.6 Seller Loan. On or prior to the Closing Date, Buyers will procure
from the Funding Sources (as defined in Section 13.1) the funds comprising the balance of the
Purchase Price over and above the amount of funds already secured and committed by Buyers. If,
by June 20, 2022, Buyers have secured at least Nineteen Million Dollars ($19,000,000) (including
the amount of the Deposit) in funds to be used for the Purchase Price, but Buyers have not secured
the balance of the Purchase Price, then at Buyers’ sole option upon written notice to Seller, Buyers
will deliver to Escrow Holder prior to Closing an original, duly executed Promissory Note secured
by a first deed of trust on the Property, in form and content acceptable to Seller in its reasonable
discretion (“Seller Deed of Trust”), from City for the balance of the Purchase Price not to exceed
Two Million Dollars ($2,000,000) (“Seller Loan”), at zero percent per annum interest, which
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balance of the Purchase Price shall be due and payable to Seller one (1) year from the Closing
Date. The Seller Deed of Trust shall be recorded in first lien position against the Property subject
to the exceptions approved by Buyers and the Title Company shall issue a loan title policy to Seller
in the amount of the Loan the cost of which shall be paid by Buyers (“Loan Title Policy”).
In addition to the items set forth in Sections 9.1.3 through 9.1.6 above, the following
is a condition of Seller to close Escrow, which Seller has the unilateral right to waive:
9.1.7 Delivery of Purchase Price. Buyer shall have timely delivered the
Purchase Price pursuant to the provisions of Section 5 above.
9.2 Escrow Holder Instructions. In connection with the Closing, Escrow
Holder will promptly take all of the following actions once all required funds and instruments have
been deposited into the Escrow by the appropriate parties and when all other conditions to such
Closing have been fulfilled:
9.2.1 Record the documents in the following order: the Deed, the Access
Easement Agreement and the Conservation Easement, and, if applicable, the Seller Deed of Trust
in the Official Records of Los Angeles County, California.
9.2.2 Disburse all funds deposited with Escrow Holder by or for Buyers
pursuant to Section 5 with respect to the Property as follows: (i) disburse to Seller the Purchase
Price less all amounts chargeable to Seller; and (ii) disburse the balance of any funds deposited by
Buyers less all amounts chargeable to Buyers.
9.2.3 Direct the Title Company to issue (i) the Title Policy (as defined in
Section 9.4) to City; and (ii) the Conservation Easement Title Policy (as defined in Section 9.4) to
the Conservancy.
9.2.4 Deliver a conformed copy of the Deed, the Conservation Easement,
the Access Easement Agreement and copies of all Required Closing Documents to each of
Conservancy and City and an original of the Release to City.
9.2.5 Deliver a conformed copy of the Deed, the Conservation Easement,
the Access Easement Agreement, an original of the Release, and copies of all Required Closing
Documents to Seller.
9.3 Possession. Possession of the Property will be delivered to Buyers upon
the Closing.
9.4 Title. Seller shall cause Title Company to be prepared or committed to
issue an ALTA (non-extended) Owner’s Policy of Title Insurance dated as of the date of the
Closing insuring the Property and the Access Easement (as the insured interest) are vested in City
Title Policy”). If Buyers require an ALTA extended owner’s Policy of title insurance or
endorsements, Buyers shall notify Title Company of such requirement and deliver to Title
Company, at Buyers’ sole cost and expense and in a timely manner so as to not delay the Closing,
an ALTA survey of the Property that is adequate (in Title Company’s sole discretion) for the
issuance of such ALTA extended Owner’s Policy of title insurance. The title policy for the
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Property shall insure that City is the fee owner of the Property and the Access Easement in the
amount of the Purchase Price. The title policy shall show title vested subject only to:
a) The standard printed exceptions;
b) Non-delinquent taxes and assessments;
c) All exceptions approved, or deemed approved, by Buyers pursuant to Section 7;
d) The Deed Covenant (as defined in Section 13.2); and
d) Exceptions created by, or on behalf of, Buyers including the Conservation Easement and,
if applicable, the Seller Deed of Trust (as defined in Section 9.1.6.)
Buyers may request, at Buyers’ sole discretion and at Buyers’ cost, that a separate owner’s title
policy be issued to the Conservancy insuring the Conservation Easement subject to the same
exceptions as noted above (“Conservation Easement Title Policy”).
10.Assignment and Conveyance. Other than assigning interests between City and
Conservancy, Buyers shall not assign any of their rights or interests in or under this Agreement
without Seller’s prior consent, which consent may be withheld in its sole and absolute discretion.
Seller may assign its rights and interests in and under this Agreement to the partners of Seller, as
tenants in common, in connection with a transfer of fee title to the Property to such partners, as
tenants in common, without Buyers’ prior consent; provided, however, that such partners, as
tenants in common, shall assume Seller’s obligations in and under this Agreement in connection
with any such transfer pursuant to an assignment and assumption agreement in form and substance
reasonably acceptable to Buyers, Seller and such partners. Any assignment made in violation of
this Section 10 shall be null and void. Other than as described in the immediately preceding
sentence, Seller shall not assign any of its rights or interests in or under this Agreement without
Buyers’ prior consent, which consent may be withheld in Buyers’ sole and absolute discretion.
11.Time of Essence. Time is of the essence of every provision of this Agreement in
which time is an element; provided, however, that whenever an action must be taken (including
the giving of notice or the delivery of documents) under this Agreement during a certain period of
time (or by a particular date) that ends (or occurs) on a non-business day, then such period (or
date) shall be extended until the immediately following business day. Failure by one party to
perform any obligation within the time and on the terms and conditions required hereunder shall
discharge the other party’s duties and obligations to perform hereunder upon notice or demand
from the other party. Escrow Holder shall notify the other party of any such demand, and shall
immediately cancel the Escrow with respect to such Property without any further instructions from
any party. As used herein, “business day” means any day other than a Saturday, Sunday or federal
or State of California or City holiday.
12.Remedies.
12.1 BUYERS’ BREACH: LIQUIDATED DAMAGES. IF THE CLOSING
DOES NOT OCCUR DUE TO A BREACH OF THIS AGREEMENT BY EITHER OF THE
BUYERS, ESCROW HOLDER WILL IMMEDIATELY RELEASE THE DEPOSIT (PLUS
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ANY ACCRUED INTEREST THEREON) TO SELLER. SUCH AMOUNT SHALL BE
PAID TO SELLER AS LIQUIDATED DAMAGES, WHICH AMOUNT IS THE BEST
ESTIMATE BY BUYERS AND SELLER OF THE DAMAGES SELLER WOULD
SUFFER FROM SUCH A BREACH PURSUANT TO CALIFORNIA CIVIL CODE
SECTIONS 1671, ET. SEQ., IT BEING AGREED THAT IT IS EXTREMELY
DIFFICULT, IF NOT IMPOSSIBLE AND IMPRACTICABLE, TO FIX THE EXACT
AMOUNT OF SUCH DAMAGES. SUCH AMOUNT SHALL BE ACCEPTED BY SELLER
AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER’S SOLE
AND EXCLUSIVE REMEDY. THEREUPON, THIS AGREEMENT SHALL BE
TERMINATED WITH RESPECT TO THE PROPERTY, ESCROW HOLDER SHALL
RETURN ALL DOCUMENTS TO THE PARTIES WHO DEPOSITED SAME AND
BUYERS SHALL PAY ALL CANCELLATION FEES AND COSTS CHARGED BY
ESCROW HOLDER AND TITLE COMPANY WITH RESPECT THERETO. BUYERS
SHALL EXECUTE ANY DOCUMENTS REASONABLY REQUIRED BY ESCROW TO
RELEASE THE DEPOSIT TO SELLER. THIS PROVISION DOES NOT APPLY TO OR
LIMIT IN ANY WAY THE INDEMNITY OBLIGATIONS OF BUYERS UNDER THIS
AGREEMENT THAT ARE DESIGNATED TO SURVIVE THE TERMINATION OF
THIS AGREEMENT.
City Initials Conservancy Initials Seller Initials
12.2 Remedies for Seller’s Breach. In the event the sale of the Property is not
consummated because of default under or breach of this Agreement on the part of Seller which is
not the result of a bad faith deliberate breach for the purpose of selling to another Buyer at a greater
sale price, Buyers shall have the option, as their sole and exclusive remedy at law or in equity, to
either (i) terminate this Agreement by delivery of written notice of termination to Seller,
whereupon Buyers and Seller shall each be released from all liability hereunder (except for those
provisions which recite that they survive termination), and Buyers shall have the right to instruct
Escrow Holder, without joinder of Seller, to return the Deposit to Buyers, and Seller shall
reimburse Buyers for Buyers’ documented out-of-pocket costs and expenses in connection with
this Agreement and its due diligence activities not to exceed Two Hundred Fifty Thousand Dollars
250,000) in the aggregate; or (ii) continue this Agreement and seek the equitable remedy of
specific performance. The foregoing options are mutually exclusive and are the exclusive rights
and remedies available to Buyers at law or in equity in the event of Seller’s default under or breach
of this Agreement. Except for a bad faith breach by Seller, Buyers hereby waive any and all rights
each of them may now or hereafter have to pursue any other remedy or recover any other damages
on account of any such breach or default by Seller, including, without limitation, loss of bargain,
special, punitive, compensatory or consequential damages. Buyers shall be deemed to have elected
its remedy under clause (i) of this paragraph if Buyers fails to file suit for specific performance
against Seller in a court having jurisdiction in the county and state in which the Property is located,
on or before sixty (60) days following the date upon which Closing was to have occurred. THE
FOREGOING DOES NOT LIMIT SELLER’S LIABILITY UNDER ANY INDEMNITY
OR OTHER PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES
A TERMINATION OF THIS AGREEMENT OR IS TO BE PERFORMED AFTER
CLOSING.
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12.3 Further Documents and Acts. The parties hereto agree to cooperate in
good faith with each other, and to execute and deliver such further documents and perform such
other acts as may be reasonably necessary or appropriate to consummate and carry into effect the
transactions contemplated under this Agreement. If this Agreement is terminated for any reason,
Buyers shall return to Seller any studies, reports or other documents previously supplied to Buyers
by Seller, and shall deliver to Seller, without charge, any and all such documents that Buyers shall
have obtained with respect to the Property at any time prior to such termination. The provisions of
this Section 12.3 shall not supersede City’s obligations to maintain copies of such documents in
accordance with the requirements of state law.
13.Representations, Warranties and Covenants of Buyers.
13.1 Funding Sources for Purchase Price. Buyers covenant to use
commercially reasonable efforts in good faith to obtain the Grant Funds (as defined in Section 7.4)
and all other funds necessary from public and private sources (collectively the “Funding
Sources”) such that Buyers shall have the entire Purchase Price (subject to Section 9.1.6) as soon
as reasonably possible after the Effective Date.
13.2 Property Intended as Natural Preserve and Wildlife Corridor. Buyers
agree that the primary purpose of the Property will be as a natural preserve and wildlife corridor,
and that public access will be limited to trails connecting the Three Sisters, Filiorum, and
Portuguese Bend preserves along the northwestern section of the Property and a north/south trail
along the eastern section of the Property. As set forth in the Deed, to the extent possible, after
Closing, Buyers shall use commercially reasonable efforts to maintain the maximum practical
distance between any trails on the Property and Lot 3 to minimize potential trespassing and
unauthorized public use of Lot 3, as well as to facilitate the wildlife corridor; provided, however,
that in no event shall Buyers be responsible or liable to Seller for the actions of third parties in
trespassing or damaging Seller’s Lot 3 or other property (“Deed Covenant”).
13.3 Sole Reliance. Prior to the Closing, Buyers shall conduct all tests, studies
and/or investigations with respect to the Property as Buyers deem appropriate. Except as set forth
herein, Buyers shall rely solely upon their own tests, studies and/or investigations of such Property
in purchasing the same and shall not rely in any way upon any representations, statements,
agreements, warranties, studies, reports, descriptions, guidelines or other information or material
furnished by Seller or its representatives, whether oral or written, express or implied, of any nature
whatsoever regarding any of the foregoing matters.
13.4 AS-IS, WHERE IS. Except as set forth herein, Buyers represent and
warrant that they are acquiring the Property “AS IS, WHERE IS” without representation by Seller
except for Seller’s specific representations in Section 14), and that no patent or latent condition
affecting the Property in any way, whether or not known or discoverable or hereafter discovered,
shall affect Buyers’ obligations contained in this Agreement, nor shall any such condition give rise
to any right of damages, rescission or otherwise against Seller.
13.5 Defaults. Buyers represent and warrant that the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby will not result in
any breach of the terms or conditions of, or constitute a default under, any instrument or obligation
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by which Buyers are bound, or violate any order, writ, injunction or decree of any court in any
litigation to which Buyers are a party.
13.6 Survival. All of Buyers’ representations and warranties set forth herein
shall be true upon the execution of this Agreement, and shall be deemed to be repeated at, and as
of, the Closing and shall survive the Closing for one (1) year. Additionally, all indemnities by
Buyers of Seller set forth in this Agreement shall survive the termination of this Agreement.
14.Representations, Warranties and Covenants of Seller.
14.1 Operation and Maintenance. Seller covenants that, between the Effective
Date and the Closing, Seller shall (i) operate and maintain the Property in substantially the same
manner and condition as before the Effective Date, as if Seller were retaining the Property; and
ii) not, without the prior consent of Buyers, which consent shall not be unreasonably withheld or
delayed, (a) materially and physically alter the Property; (b) impose, or allow the imposition of,
any lien or encumbrance on the Property; or (c) create, grant or consent to any use restriction,
easement, license, servitude or similar interest in the Property. In the event that the condition of
the Property is substantially or materially altered prior to the Closing by means of a natural disaster,
act of God, environmental event, or other casualty not caused by Seller or Buyers, such that the
Property is no longer viable as a preserve, Buyers’ sole and exclusive remedy for such event is to
terminate this Agreement without liability to Seller.
14.2 No Agreements. There are no leases, service contracts or other agreements
affecting the Property (including the permitted use thereof) to which Seller is a party and that will
be in effect after the Closing.
14.3 No Litigation. To Seller’s knowledge, Seller is not now a party to any
litigation, and Seller knows of no litigation affecting the Property, that may prevent the transfer of
the Property, and if Seller receives written notice of any such litigation prior to the Closing, Seller
shall give Buyers prompt notice thereof.
14.4 Defaults. Seller represents and warrants that the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby will not result in
any breach of the terms or conditions of, or constitute a default under, any instrument or obligation
by which Seller is bound, or violate any order, writ, injunction or decree of any court in any
litigation to which Seller is a party.
14.5 Survival. All of Seller’s representations and warranties set forth herein
shall be true upon the execution of this Agreement, and shall be deemed to be repeated at, and as
of, the Closing and shall survive the Closing for one (1) year. Additionally, all indemnities by
Seller of Buyers set forth in this Agreement shall survive the termination of this Agreement.
Notwithstanding the foregoing, in the event, and despite the truth of the representations and
warranties of Seller on the date hereof, new facts arise subsequent to the Effective Date (not caused
by Seller) that result in any representations and warranties made above being untrue as of the
Closing, Seller shall not be deemed to be in breach or default of this Agreement and Buyers’ sole
and exclusive remedy for the failure of such representation and warranty being true at Closing is
to agree to accept in writing such representation or warranty as modified by such new facts
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disclosed by Seller to Buyers in writing or to terminate this Agreement. If either Seller or Buyers
becomes aware of such new facts arising subsequent to the Effective Date, such party shall use
commercially reasonable efforts to notify the other party of the same.
14.6 Seller Maintenance Work. Following the Closing Date, Seller shall, at
its sole cost and expense, (a) remove all of the improvements located on the Property, remove the
avocado orchard, remove the golf course, and relocate the Terranea Farm, all as depicted in
Exhibit H attached hereto; and (b) remove all of the fencing depicted in Exhibit I attached hereto
collectively, “Seller Maintenance Work”). An amount equal to One Hundred Thousand Dollars
100,000) of the Purchase Price (“Seller Maintenance Holdback Amount”) shall be withheld
from distribution to Seller at the Closing, and shall instead be held in escrow by the Escrow Holder
following the Closing. The parties shall execute such documents as reasonably required by Escrow
for the holding escrow and Escrow’s fees for the holding escrow shall be paid by Seller. If Seller
does not perform or complete the Seller Maintenance Work by the date that is ninety (90) days
following the Closing Date (subject to extension on a day for day basis for each day of delay
caused by force majeure events) (“Work Completion Date”), then the Escrow Holder shall be
authorized to deliver the Seller Maintenance Holdback Amount to Buyers, which Buyers may use
to perform the Seller Maintenance Work to Buyers’ satisfaction in Buyers’ sole discretion to put
the Property in condition for Buyers’ intended purposes. If Seller does perform and complete the
Seller Maintenance Work by the Work Completion Date, then the Escrow Holder shall deliver the
Seller Maintenance Holdback Amount to Seller. The parties shall execute such documents as
required by Escrow for the release of the Seller Maintenance Holdback Amount pursuant to the
foregoing.
Effective as of the Closing Date, Buyers hereby grant Seller a non-exclusive license to
access all portions of the Property in order to complete the work contemplated by this Section.
Seller may enter upon the Property at reasonable times after giving Buyers at least twenty-four
24) hours’ advance notice for the purpose of conducting such Seller Maintenance Work provided
that Seller provides evidence of liability insurance reasonably satisfactory to City. After
performing the Seller Maintenance Work, Seller shall, at Seller’s sole cost, restore the Property to
substantially the same condition as prior to performing such Seller Maintenance Work. Seller shall
indemnify, defend and hold Buyers harmless from any and all losses, damages, costs, liabilities
and expenses, including reasonable attorneys’ fees (and those fees incurred upon any appeals) and
court costs incurred or suffered by Buyers, whether directly or proximately, by the negligent acts
or omissions of Seller or Seller’s representatives during its performance of the Seller Maintenance
Work on the Property. The terms of this Section 14.6 shall survive the Closing.
Seller may, but is not required to, perform the Seller Maintenance Work prior to Closing
but Seller is aware that the Title Company may require Seller to provide an indemnity agreement
to it regarding any potential mechanic liens which may result from such work.
14.7 Withdrawal of Applications. No later than fourteen (14) days after the
Closing Date, Seller will permanently withdraw all applications for development on the Property,
with prejudice, including applications for subdivision and for environmental review. The terms of
this Section 14.7 shall survive the Closing and, if Seller fails to comply with this provision, City
may execute any and all documents to effect such withdrawal as attorney-in-fact for Seller.
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15.Broker’s Commission. Seller represents and warrants to Buyers and Buyers
represent and warrant to Seller that no broker or finder has been engaged by Seller or Buyers,
respectively, in connection with the transactions contemplated by this Agreement, and that no
broker or finder is in any way connected with such transactions. In the event any claim for broker’s
or finder’s fees or commissions is made in connection with the negotiation, execution or
consummation of the transactions contemplated hereby, Buyers shall indemnify, hold harmless
and defend Seller from and against such claim if it shall be based upon any statement or
representation or agreement made by Buyers, and Seller shall indemnify, hold harmless and defend
Buyers from and against such claim if it shall be based upon any statement, representation or
agreement made by Seller.
16.Waiver, Consent and Remedies. Each provision of this Agreement to be
performed by Buyers and/or Seller shall be deemed both a covenant and a condition and shall be
a material consideration for the other party’s performance hereunder, and any breach hereof by
Buyers and/or Seller shall be deemed a material default hereunder. Buyers and/or Seller may waive
any portion of this Agreement or any breach hereof, but no such waiver shall constitute a further
or continuing waiver of any preceding or succeeding breach of the same or any other provision. A
waiving party may at any time thereafter require further compliance by the other party with any
breach or provision so waived. The consent by one party to any act by the other for which such
consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining
such consent for the same or any similar acts in the future. No waiver or consent shall be implied
from silence or any failure of a party to act, except as otherwise specified in this Agreement. All
rights, remedies, undertakings, obligations, options, covenants, conditions and agreements
contained in this Agreement shall be cumulative and no one of them shall be exclusive of any
other. Except as otherwise specified herein, Buyers and/or Seller may pursue any one or more of
its rights, options or remedies hereunder or may seek damages in the event of the other party’s
breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this
Agreement.
17.Attorneys’ Fees. Should any action be brought to enforce this Agreement or
otherwise resolve any dispute hereunder, the prevailing party in such action shall be entitled to
recover all costs, expenses and reasonable attorneys’ fees incurred thereby in connection with such
action from any non-prevailing party. In addition to the foregoing award of costs, expenses and
fees, the prevailing party shall be entitled to recover all costs, expenses and reasonable attorneys’
fees incurred thereby in connection with any post-judgment proceedings to collect or enforce any
judgment from any non-prevailing party. This provision is separate and shall survive the merger
of this provision into any judgment on this Agreement.
18.Notices. Any notice, consent or approval required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery;
ii) one (1) business day after being deposited with Federal Express or another reliable overnight
courier service for next day delivery providing for “tracking” of delivery; (iii) successful
transmission by electronic mail or email to the applicable email address(es) below (except that if
the date of such transmission is not a business day or if such transmission is made after 5:00 p.m.
local time at the Property on a business day, then such notice shall be deemed to be given on the
first business day following such transmission) but also followed up with a physical mailing of
same in US Mail; or (iv) two (2) business days after being deposited in the United States mail,
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registered or certified mail, postage prepaid, return receipt required, and addressed as follows:
If to City: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
Attn: Ara Michael Mihranian, City Manager
Email: aram@rpvca.gov
With a copy to: William Wynder, Esq
ALESHIRE & WYNDER LLP
2361 Rosecrans Ave. Suite 475
El Segundo, CA 90245
Attn: William Wynder
Email: wwynder@awattorneys.com
If to Conservancy: Palos Verdes Peninsula Land Conservancy
916 Silver Spur Road, Suite 207
Rolling Hills Estates, California 90274
Attn: Ms. Adrienne Mohan, Executive Director
Email: info@pvplc.org
With a copy to: Law Office of Martin N. Burton
2026 Hilldale Drive
La Canada Flintridge, California 91011
Attn: Martin N. Burton, Esq.
Email: mburton@mburtonlaw.com
If to Escrow Holder: Ticor Title
1500 Quail St., 3rd Floor
Newport Beach, California 92660
Attn: Kim Hernandez
Email: kdhernandez@ticortitle.com
If to Seller: York Point View Properties, LLC
c/o York Capital Group, Inc.
P.O. Box 2649
Palos Verdes Peninsula, California 90274
Attn: James York
Email: theyorkproperties@gmail.com
With a copy to: Cox, Castle & Nicholson LLP
2029 Century Park East, 21st Floor
Los Angeles, California 90067
Attn: Scott L. Grossfeld, Esq.
Email: SGrossfeld@coxcastle.com
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19.Entire Agreement. This Agreement and its exhibits constitute the entire
agreement between Buyers and Seller hereto pertaining to the subject matter hereof, and the final,
complete and exclusive expression of the terms and conditions thereof. All prior agreements,
representations, negotiations and understandings of the parties hereto, oral or written, express or
implied, are superseded by this Agreement.
20.Interpretation. As used in this Agreement, (a) the words “include,” “includes”
and “including” shall be construed as if followed by the words “without limitation;” (b) the words
hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; and (c) pronouns shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural and vice versa. Except as provided herein to the contrary, references to
any “Section” or “Exhibit” herein are to the sections and exhibits of this Agreement. References
to any agreement or other document defined herein are to such agreement or document as amended,
restated, supplemented or otherwise modified. References to any statutory section or act herein
are to such section or act as amended and/or recodified as well as to any successor statues thereto.
The titles and headings of the sections and exhibits of this Agreement are intended for the
convenience of reference only and shall not limit or otherwise affect the meaning of any provision
of this Agreement. The preamble of, and the exhibits attached to, this Agreement are incorporated
into, and made a part of, this Agreement.
21.Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, without giving effect to conflict of laws
principles.
22.Invalidity of Provision. If any provision of this Agreement as applied to any party
hereto or circumstance shall be adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible
by law) any other provision of this Agreement, the application of any such provision under
circumstances different from those adjudicated by the court, or the validity or enforceability of this
Agreement as a whole.
23.Amendments. No addition to, or modification of, any provision contained in this
Agreement shall be effective unless set forth in writing and signed by Buyers and Seller.
24.Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, and all of which, together, shall constitute one and the same
instrument. This Agreement, and any document executed in connection with this Agreement
except for any document to be recorded), shall be deemed executed and delivered upon each
party’s delivery of executed signature pages of this Agreement or such other document, which
signature pages may be executed by electronic signature and transmitted by facsimile, .pdf or .tif
digital file format, in which case the facsimile, .pdf or .tif copy and the signature set forth thereon
electronic or otherwise) shall be deemed to be an original, and shall have the same legal force as
an original. The parties further consent and agree that (1) to the extent a party signs this Agreement
using electronic signature technology, by clicking “SIGN”, such party is signing this Agreement
electronically, and (2) the electronic signatures appearing on this Agreement shall be treated, for
purposes of validity, enforceability and admissibility, the same as handwritten signatures.
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Notwithstanding the foregoing, “wet signature” originals shall be provided to either party upon
request by such other party.
25.Binding Agreement. Subject to the restrictions on assignment set forth herein, this
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
26.Construction. The parties hereto acknowledge that each party and its counsel have
reviewed and approved this Agreement and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.
27.No Recording. Except as provided to the contrary herein, Buyers shall not record
this Agreement, or a short form or memorandum hereof, or take any other action that would
materially and adversely affect the marketability of Seller’s title to the Property.
28.Joint and Several. City and Conservancy shall be jointly and severally liable for
all obligations of Buyers hereunder.
29.Exchange Cooperation. Seller may convey the Property as a part of an IRC
Section 1031 delayed (non-simultaneous) tax deferred exchange. If Seller elects to effect such a
tax deferred exchange of the Property, Buyers agrees to reasonably cooperate (but not act as
accommodator or qualified intermediary) with the other in any such exchange, provided that
a) such cooperation and the effecting of the exchange shall be at no additional cost or liability to
Buyer; (b) the exchange shall not prevent, delay or be a condition to the Closing; (c) Buyer shall
not be required to take title to another property as part of cooperating in connection with any such
IRC Section 1031 delayed (non-simultaneous) tax deferred exchange; and (d) Seller agrees to
indemnify, defend and hold Buyers harmless from all costs, damages or liability, including but not
limited to reasonable attorneys’ fees, arising from third party claims due to Seller’s efforts to effect
a tax deferred exchange involving the Property. To the extent that Buyers reasonably incur any
out-of-pocket costs in connection with any exchange completed for Seller including reasonable
attorney’s fees, Seller shall reimburse such amounts to Buyers within ten (10) days of written
demand therefor. Notwithstanding any contrary provision of this Agreement (but subject to the
foregoing), Seller shall have the right to assign this Agreement and its rights hereunder to a
qualified intermediary or exchange accommodation title holder selected and designated by Seller,
without the consent of Buyers and without such assignment constituting a default under this
Agreement, provided that no such assignment to a qualified intermediary or exchange
accommodation title holder shall relieve Seller of its obligations hereunder. The provisions of this
Section 29 shall survive the Closing.
30.Severability. Should any part, term, portion or provision of this Agreement, or the
application thereof to any person or circumstances be held to be illegal or in conflict with any
governmental restrictions, or otherwise be rendered unenforceable or ineffectual, the validity of
the remaining parts, terms, or circumstances, shall be deemed severable and the same shall remain
enforceable and valid to the fullest extent permitted by law.
31.Confidentiality. City is a public entity which is subject to certain laws regarding
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the availability of public information by public entities and, therefore, this confidentiality
provision shall not apply to any information which constitutes public information, is in any way
otherwise available to a third party or is required to be disclosed by law. Buyers and Seller each
represent and warrant to the other that each shall keep all key terms of this Agreement
Confidential Information”), including expressly without limitation the financial terms
regarding funding, deposits, return of or nonrefundability of deposits, payments (including without
limitation extension payments) and timing and conditions of payments, and any other terms related
to payment of the Purchase Price, confidential and will not disclose any such information to third
parties (other than to Buyers’ or Seller’s, as applicable, financial and legal consultants and to
investors, lenders, consultants, accountants and assignees, or to the extent that disclosure is
mandated by court order or applicable laws) without obtaining the prior written consent of the
other, which consent may be withheld in the other's sole and absolute discretion. Each of Buyers
and Seller hereby acknowledges and agrees that in the event of any breach of this Confidentiality
provision by either Buyers or Seller, including without limitation, the actual or threatened disclosure
or unauthorized use of Confidential Information without the prior express written consent of the
other party, the other party will suffer an irreparable injury, such that no remedy at law will afford it
adequate protection against, or appropriate compensation for, such injury. Accordingly, each of
Buyers and Seller hereby agrees that the other may be entitled to specific performance of each of
Buyers’ and Seller’s obligations, respectively, under this Confidentiality provision, as well as such
further relief as may be granted by a court of competent jurisdiction. The provisions of this Section
shall survive the Closing or other termination of this Agreement.
32.Qualification and Authority. Each individual executing this Agreement on behalf
of Seller represents, warrants and covenants to Buyers that (a) such person is duly authorized to
execute and deliver this Agreement on behalf of Seller in accordance with authority granted under
the organizational documents of such entity, and (b) Seller is bound under the terms of this
Agreement.
33.No Third-Party Beneficiaries. This Agreement is only between Buyers and
Seller, and is not intended to be nor shall it be construed as being for the benefit of any third party,
including, without limitation, the California Wildlife Conservation Board or the US Fish &
Wildlife Service.
SIGNATURES ON FOLLOWING PAGE]
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NOTE: Section 12.1 must also be initialed by Seller and the Buyers.
IN WITNESS WHEREOF, Buyers and Seller have executed this Purchase and Sale
Agreement and Joint Escrow Instructions as of the Effective Date.
BUYERS:
CITY:
CITY OF RANCHO PALOS VERDES,
a municipal corporation
By: ___________________
David L. Bradley, Mayor
ATTEST:
Teri Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: ___________________
William W. Wynder, City Attorney
CONSERVANCY:
PALOS VERDES PENINSULA LAND
CONSERVANCY,
a California non-profit corporation
By: _____________________
Rob Kautz, President
Approved as to form and content by the Board
of Directors:
By: _________________________
Rob Kautz, President
Approved as to form and content:
Law Office of Martin N. Burton, counsel for
Conservancy
By: ____________________
Martin N. Burton
SELLER:
YORK POINT VIEW PROPERTIES, LLC,
a limited liability company
By: ________________________
James York, Managing Member
CONTINUED ON THE FOLLOWING PAGE]
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ACCEPTANCE BY ESCROW HOLDER:
TICOR TITLE INSURANCE COMPANY
By: _____________________
Kim Hernandez,
Commercial Escrow Officer, AVP
Dated: ____________, 2022
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EXHIBITS
Exhibit A – Legal Description of the Master Property
Exhibit B – Depiction of Property and Lots
Exhibit C – General Escrow Provisions
Exhibit D – Form of Deed
Exhibit E – Conservation Easement
Exhibit F – Temporary Access Easement Agreement
Exhibit G – Limited Mutual Release Agreement
Exhibit H – Depiction of Improvements to be Removed
Exhibit I – Depiction of Fencing to be Removed
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Exhibit A - 1
EXHIBIT A
LEGAL DESCRIPTION OF MASTER PROPERTY
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
PARCEL A:
PARCEL 1, AS SHOWN ON LOT LINE ADJUSTMENT NO. SUB2003-00025, AS
EVIDENCED BY A CERTIFICATE OF COMPLIANCE NO. SUB2004-00004, RECORDED
AUGUST 9, 2004 AS INSTRUMENT NO. 04-2035438 OF OFFICIAL RECORDS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1 AS DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MAY 4,
1999 AS INSTRUMENT NO. 99-0792964 AND PARCEL 2 AS 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 PARCEL 2 LYING NORTHERLY
AND EASTERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE MOST WESTERLY CORNER OF LOT 16 IN BLOCK 4 OF TRACT
14195, AS SHOWN BY MAP 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" WEST 165.00 FEET, THENCE NORTH 09° 54' 54" WEST 990.00
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 AND BRIDLE TRAILS ONLY, OVER AND
ALONG THAT PORTION OF LOT 1 OF TRACT NO. 13836, IN THE CITY OF RANCHO
PALOS VERDES, INCLUDED WITHIN A STRIP OF LAND 5.00 FEET WIDE,
EXTENDING FROM THE NORTHWESTERLY TO THE SOUTHEASTERLY
BOUNDARY OF SAID LOT, THE NORTHEASTERLY LINE OF WHICH IS THE
SOUTHWESTERLY LINE OF THE 25.00 FOOT PRIVATE ROAD SHOWN ON SAID
MAP.
EXCEPT THEREFROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE
LAND DESCRIBED IN PARCEL 2 ABOVE.
PARCEL C:
THAT CERTAIN REAL PROPERTY IN THE CITY OF RANCHO PALOS VERDES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
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Exhibit A - 2
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 FOLLOWING 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” W. 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 105.45 FEET; THENCE 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 A.
APNs: 7573-003-016; 7572-012-028; 7572-012-029; 7581-023-035; 7581-023-037
Containing an area of 95.9 acres, more or less
DEPICTION OF PROPERTY IS ON EXHIBIT B
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Exhibit B - 1
EXHIBIT B
DEPICTION OF PROPERTY AND LOTS
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Exhibit C - 1
EXHIBIT C
GENERAL ESCROW PROVISIONS
The parties understand and acknowledge:
1. Deposit of Funds & Disbursements. Unless directed in writing to establish a
separate, interest bearing account together with all necessary taxpayer reporting information, all
funds shall be deposited in general escrow accounts in a federally insured financial institution
including those affiliated with Escrow Holder (“depositories”). All disbursements shall be made
by Escrow Holder’s check or by wire transfer unless otherwise instructed in writing. The Good
Funds Law requires that Escrow Holder have confirmation of receipt of funds prior to
disbursement.
2. Disclosure of Possible Benefits to Escrow Holder. As a result of Escrow Holder
maintaining its general escrow accounts with the depositories, Escrow Holder may receive certain
financial benefits such as an array of bank services, accommodations, loans or other business
transactions from the depositories (“collateral benefits”). All collateral benefits shall accrue to the
sole benefit of Escrow Holder and Escrow Holder shall have no obligation to account to the parties
to this escrow for the value of any such collateral benefits.
3. Miscellaneous Fees. Escrow Holder may incur certain additional costs on behalf
of the parties for services performed by third party providers. The fees charged by Escrow Holder
for such services may include a markup over the direct cost of such services to reflect the averaging
of direct, administrative and overhead charges of Escrow Holder for such services.
4. Prorations & Adjustments. The term “close of escrow” means the date on which
documents are recorded. All prorations and/or adjustments shall be made to the close of escrow
based on a 30-day month, unless otherwise instructed in writing.
5. Contingency Periods. Escrow Holder shall not be responsible for monitoring
contingency time periods between the parties. The parties shall execute such documents as may
be requested by Escrow Holder to confirm the status of any such periods.
6. Reports. As an accommodation, Escrow Holder may agree to transmit orders for
inspection, termite, disclosure and other reports if requested, in writing or orally, by the parties or
their agents. Escrow Holder shall deliver copies of any such reports as directed. Escrow Holder
is not responsible for reviewing such reports or advising the parties of the content of same.
7. Information from Affiliated Companies. Escrow Holder may provide the
parties’ information to and from its affiliates in connection with the offering of products and
services from these affiliates.
8. Recordation of Documents. Escrow Holder is authorized to record documents
delivered through escrow which are necessary or proper for the issuance of the requested title
insurance policy(ies). Buyers will provide a completed Preliminary Change of Ownership Report
form (“PCOR”). If Buyers fail to provide the PCOR, Escrow Holder shall close escrow and charge
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Exhibit C - 2
Buyers any additional fee incurred for recording the documents without the PCOR. Escrow Holder
is released from any liability in connection with the same.
9. Personal Property Taxes. No examination, UCC search, insurance as to personal
property and/or the payment of personal property taxes is required unless otherwise instructed in
writing.
10. Real Property Taxes. Supplemental taxes may be assessed as a result of a change
in ownership or completion of construction. Adjustments due either party based on a supplemental
tax bill will be made by the parties outside of escrow and Escrow Holder is released of any liability
in connection with same. The first installment of real property taxes is due November 1st
delinquent December 10th) and the second installment is due February 1st (delinquent April 10th).
If a tax bill is not received from the County at least 30 days prior to the due date, Buyers should
contact the County Tax Collector’s office and request one. Escrow Holder is not responsible for
the same.
11. Cancellation of Escrow. Any party desiring to cancel this escrow shall deliver
written notice of cancellation to Escrow Holder. Within a reasonable time after receipt of such
notice, Escrow Holder shall send by regular mail to the address on the escrow instructions, one
copy of said notice to the other party(ies). Unless written objection to cancellation is delivered to
Escrow Holder by a party within 10 days after date of mailing, Escrow Holder is authorized, at its
option, to comply with the notice and terminate the escrow. If a written objection is received by
Escrow Holder, Escrow Holder is authorized, at its option, to hold all funds and documents in
escrow (subject to the funds held fee) and to take no other action until otherwise directed by either
the parties’ mutual written instructions or a final order of a court of competent jurisdiction. If no
action is taken on this escrow within 6 months after the closing date specified in the escrow
instructions, Escrow Holder’s obligations shall, at its option, terminate. Upon termination of this
escrow, the parties shall pay all fees, charges and reimbursements due to Escrow Holder and all
documents and remaining funds held in escrow shall be returned to the parties depositing same.
12. Conflicting Instructions & Disputes. If Escrow Holder becomes aware of any
conflicting demands or claims concerning this escrow, Escrow Holder shall have the right to
discontinue all further acts on Escrow Holder’s part until the conflict is resolved to Escrow
Holder’s satisfaction. Escrow Holder has the right at its option to file an action in interpleader
requiring the parties to litigate their claims/rights. If such an action is filed, the parties jointly and
severally agree (a) to pay Escrow Holder’s cancellation charges, costs (including the funds held
fees) and reasonable attorneys’ fees, and (b) that Escrow Holder is fully released and discharged
from all further obligations under the escrow. If an action is brought involving this escrow and/or
Escrow Holder, the parties agree to indemnify and hold the Escrow Holder harmless against
liabilities, damages and costs incurred by Escrow Holder (including reasonable attorneys’ fees and
costs) except to the extent that such liabilities, damages and costs were caused by the gross
negligence or willful misconduct of Escrow Holder.
13. Usury. Escrow Holder is not to be concerned with usury as to any loans or
encumbrances in this escrow and is hereby released of any responsibility and/or liability therefor.
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Exhibit C - 3
14. Amendments to Escrow Instructions. Any amendment to the escrow instructions
must be in writing, executed by all parties and accepted by Escrow Holder. Escrow Holder may,
at its sole option, elect to accept and act upon oral instructions from the parties. If requested by
Escrow Holder the parties agree to confirm said instructions in writing as soon as practicable. The
escrow instructions as amended shall constitute the entire escrow agreement between the Escrow
Holder and the parties hereto with respect to the subject matter of the escrow.
15. Insurance Policies. In all matters relating to insurance, Escrow Holder may
assume that each policy is in force and that the necessary premium has been paid. Escrow Holder
is not responsible for obtaining fire, hazard or liability insurance, unless Escrow Holder has
received specific written instructions to obtain such insurance prior to close of escrow from the
parties or their respective lenders.
16. Copies of Documents; Authorization to Release. Escrow Holder is authorized to
rely upon copies of documents, which include facsimile, electronic, NCR, or photocopies as if they
were an originally executed document. If requested by Escrow Holder, the originals of such
documents shall be delivered to Escrow Holder. Escrow Holder may withhold documents and/or
funds due to the party until such originals are delivered. Documents to be recorded MUST contain
original signatures. Escrow Holder may furnish copies of any and all documents to the lender(s),
real estate broker(s), attorney(s) and/or accountant(s) involved in this transaction upon their
request. Delivery of documents by escrow to a real estate broker or agent who is so designated in
the purchase agreement shall be deemed delivery to the principal.
17. Execution in Counterpart. The escrow instructions and any amendments may be
executed in one or more counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute the same instruction.
18. Tax Reporting, Withholding & Disclosure. The parties are advised to seek
independent advice concerning the tax consequences of this transaction, including but not limited
to, their withholding, reporting and disclosure obligations. Escrow Holder does not provide tax or
legal advice and the parties agree to hold Escrow Holder harmless from any loss or damage that
the parties may incur as a result of their failure to comply with federal and/or state tax laws.
WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE
PARTIES. ESCROW HOLDER IS NOT RESPONSIBLE TO PERFORM THESE
OBLIGATIONS UNLESS ESCROW HOLDER AGREES IN WRITING.
18.1 Taxpayer Identification Number Reporting. Federal law requires
Escrow Holder to report seller’s social security number and/or tax identification number,
forwarding address, and the gross sales price to the Internal Revenue Service (“IRS”). To comply
with the USA PATRIOT Act, certain taxpayer identification information may be required by
Escrow Holder from certain persons or entities involved (directly or indirectly) in the transaction
prior to closing. Escrow cannot be closed nor any documents recorded until the information is
provided and certified as to its accuracy to Escrow Holder. The parties agree to promptly obtain
and provide such information as reasonably requested by Escrow Holder.
18.2 State Withholding & Reporting. Under California law (Rev & Tax Code
Section 18662), Buyers may be required to withhold and deliver to the Franchise Tax Board
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Exhibit C - 4
FTB”) an amount equal to 3.33% of the sales price in the case of disposition of California real
property interest (“Real Property”) by either: (a) a seller who is an individual or when the
disbursement instructions authorize the proceeds to be sent to a financial intermediary of seller;
OR (b) a corporate seller that has no permanent place of business in California. Buyers may be
subject to a penalty (equal to the greater of 10% of the amount required to be withheld or $500)
for failing to withhold and transmit the funds to FTB in the time required by law. Buyers are not
required to withhold any amount and will not be subject to penalty for failure to withhold if: (i) the
sales price of the Real Property does not exceed $100,000; (ii) the seller executes a written
certificate under penalty of perjury certifying that the seller is a corporation with a permanent place
of business in California; OR (iii) the seller, who is an individual, executes a written certificate
under penalty of perjury certifying one of the following: (1) the Real Property was the seller’s
principal residence (as defined in IRC Section 121); (2) the Real Property is or will be exchanged
for property of like-kind (as defined in IRC Section 1031) and that the seller intends to acquire
property similar or related in service or use so as to be eligible for nonrecognition of gain for
California income tax purposes under IRC Section 031; (3) the Real Property has been
compulsorily or involuntarily converted (as defined in IRC Section 1033) and the seller intends to
acquire property similar or related in service or use so as to be eligible for nonrecognition of gain
for California income tax purposes under IRC Section 1033; or (4) the Real Property sale will
result in a loss for California income tax purposes. Seller is subject to penalties for knowingly
filing a fraudulent certificate for the purpose of avoiding the withholding laws. FTB may grant
reduced withholding and waivers from withholding on a case-by-case basis for corporations or
other entities. For additional information regarding California withholding, contact the Franchise
Tax Board at (toll free) 888-792-4900), by e-mail nrws@ftb.ca.gov; or visit their website at
www.ftb.ca.gov.
18.3 Federal Withholding & Reporting. Certain federal reporting and withholding
requirements exist for real estate transactions where the seller (transferor) is a non-resident alien,
a non-domestic corporation or partnership, a domestic corporation or partnership controlled by
non-residents or non-resident corporations or partnerships.
18.4 Taxpayer Identification Disclosure. Parties to a residential real estate transaction
involving seller-provided financing are required to furnish, disclose, and include taxpayer
identification numbers in their tax returns. Escrow Holder is not required to transmit the taxpayer
I.D. numbers to the IRS or the parties. Escrow Holder is authorized to release any party’s taxpayer
I.D. numbers to any other party upon receipt of a written request. The parties waive all rights of
confidentiality regarding their taxpayer I.D. numbers and agree to hold Escrow Holder harmless
against any fees, costs, or judgments incurred and/or awarded because of the release of taxpayer
I.D. numbers.
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Exhibit D - 1
EXHIBIT D
FORM OF DEED
RECORDING REQUESTED BY AND:
WHEN RECORDED RETURN THIS DEED
AND MAIL TAX STATEMENTS TO:
City of Rancho Palos Verdes
Planning Department
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
APNS. _________________________[Space Above For Recorder’s Use Only]
Exempt from Documentary Transfer Tax pursuant to CA
R&T 11922
Exempt pursuant to CA Govt Code Section 27383
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
YORK POINT VIEW PROPERTIES, LLC, a California limited liability company (“Grantor”),
hereby GRANTS to the CITY OF RANCHO PALOS VERDES, a California municipal
corporation (“City”), the real property in the County of Los Angeles, State of California, more
particularly described on Exhibit A attached hereto and incorporated herein by this reference
Property”).
As material consideration for this Deed, City agrees and covenants in perpetuity that it shall
use commercially reasonable efforts to maintain the maximum practical distance between any
trails on the Property and the adjacent property retained by Grantor as legally described on Exhibit
B (“Retained Property”) to minimize potential trespassing and unauthorized public use of the
Retained Property, as well as to facilitate the wildlife corridor; provided, however, that in no event
shall City be responsible or liable to Grantor for the actions of third parties in trespassing or
damaging the Retained Property or other property.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date and year
first set forth above.
GRANTOR:YORK POINT VIEW PROPERTIES, LLC,
a California limited liability company
By:
James York,
Managing Member
NOT TO BE EXECUTED UNTIL CLOSING
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Exhibit D - 2
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On __________ ___, 2022, before me, ______________________________________, a
Notary Public, personally appeared _____________________ _________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy or validity of that document.
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Exhibit D - 1
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION OF PROPERTY
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
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Exhibit D - 1
EXHIBIT B TO GRANT DEED
LEGAL DESCRIPTION OF RETAINED PROPERTY
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
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Exhibit D - 2
CERTIFICATE OF ACCEPTANCE
California Government Code Section 27281)
This is to certify that the interest in real property conveyed by that certain Grant Deed dated
as of __________ ___, 2022, executed by York Point View Properties, LLC, a California limited
liability company as Grantor, in favor of the City of Rancho Palos Verdes is accepted by the
undersigned officer on behalf of the City of Rancho Palos Verdes pursuant to the authority
conferred by Resolution No. __________ of the City Council of the City of Rancho Palos Verdes
adopted on __________ ___, 2022, and the grantee consents to the recordation thereof by its duly
authorized officer.
Dated as of: __________ ___, 2022.
CITY OF RANCHO PALOS VERDES
By:_________________________________
Ara Mihranian, City Manager
ATTEST:
City Clerk
NOT TO BE EXECUTED UNTIL CLOSING
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Exhibit D - 3
STATE OF CALIFORNIA )
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On __________ ___, 2022, before me, ______________________________________, a
Notary Public, personally appeared _____________________ _________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy or validity of that document.
DocuSign Envelope ID: 463B44DB-C425-4C23-A72E-9E1A64BFEA84
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EXHIBIT E
1
EXHIBIT E
FORM OF CONSERVATION EASEMENT
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Palos Verdes Peninsula Land Conservancy
916 Silver Spur Road, Suite 207
Rolling Hills Estates, California 90274
Attn: Ms. Adrienne Mohan
APNS. _________________________ [Space Above For Recorder’s Use Only]
Exempt pursuant to CA Govt Code Section 27383
CONSERVATION EASEMENT DEED
Including Third-Party Beneficiaries)
TO EXTENT APPLICABLE THIS PROVISION SHALL BE INCLUDED: THIS
CONSERVATION EASEMENT DEED REPLACES AND SUPERSEDES IN ITS ENTIRETY
THAT CERTAIN [CONSERVATION EASEMENT DEED] RECORDED AS INSTRUMENT
NO. ____________ IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY]
THIS CONSERVATION EASEMENT DEED (“Conservation Easement”) is made this
day of ______________, 2022, by the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City” or “Grantor”), in favor of THE PALOS VERDES
PENINSULA LAND CONSERVANCY, a California nonprofit public benefit corporation
Conservancy” or “Grantee”), hereinafter collectively referred to as the “Parties,” with
reference to the following facts:
R E C I T A L S
A. City is the owner in fee simple of certain real property located in the City of Rancho Palos
Verdes, County of Los Angeles, State of California, and more particularly described in
Exhibit 1, which is attached hereto and incorporated herein by this reference (“Property”).
B. The Property possesses wildlife and habitat values of great importance to Grantor, Grantee,
the State of California, Department of Fish and Wildlife (“CDFW”), the United States Fish
and Wildlife Service (“USFWS”), the people of the State of California and the people of
the United States. The Property provides high quality habitat for the California Gnatcatcher,
the Coastal Cactus Wren, the El Segundo Blue Butterfly and the Palos Verdes Blue
Butterfly and contains Coastal Sage Scrub (“CSS”) - habitat. Individually and collectively
these wildlife and habitat values comprise the “Conservation Values” of the Property.
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2
C. The Property is part of the Habitat Reserve required to be preserved and managed in
perpetuity by Federal Endangered Species Act Incidental Take Permit TE-____ and State
of California _____ permit ____ (“collectively “Permits”) according to the Natural
Community Conservation Plan and Habitat Conservation Plan dated ________, 2018
NCCP/HCP”) and the [NCCP/HCP Implementation Agreement] (“IA”) dated
the terms of which are incorporated by reference in this Conservation
Easement. Grantor, Grantee, CDFW and USFWS each has a copy of the NCCP/HCP, the
IA and the Permits.
D. Grantee is authorized to hold conservation easements pursuant to Civil Code Section 815.3.
Specifically, Grantee is a tax-exempt nonprofit organization qualified under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, and qualified to do business
in California, which has as its primary purpose the preservation of land in its natural, scenic,
and open space condition.
E. CDFW has jurisdiction, pursuant to Fish and Game Code Section 1802, over the
conservation, protection, and management of fish, wildlife, native plants and the habitat
necessary for biologically sustainable populations of those species, and CDFW is
authorized to hold conservation easements for these purposes pursuant to Civil Code
Section 815.3, Fish and Game Code Section 1348, and other provisions of California law.
F. USFWS, an agency within the United States Department of the Interior, has jurisdiction
over the conservation, protection, restoration and management of fish, wildlife, native
plants, and the habitat necessary for biologically sustainable populations of these species
within the United States pursuant to the federal Endangered Species Act, 16 U.S.C. Section
1531, et seq., the Fish and Wildlife Coordination Act, 16 U.S.C. Sections 661-666c, the
Fish and Wildlife Act of 1956, 16 U.S.C. Section 742(f), et seq., and other provisions of
federal law.
COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and pursuant to California law, including Civil Code Section 815, et seq., Grantor
hereby voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the
Property.
1. Purposes. The purposes of this Conservation Easement are to ensure the Property
will be retained forever in its natural, restored or enhanced condition consistent with the habitat
protection requirements of the NCCP/HCP, IA and Permits and to prevent any use of the Property
that will impair or interfere with the Conservation Values of the Property. Grantor intends that
this Conservation Easement will confine the use of the Property to activities that are consistent
with such purposes, including, without limitation, activities involving the preservation, restoration
and enhancement of native species and their habitats.
2. Grantee’s Rights. To accomplish the purposes of this Conservation Easement,
Grantor hereby grants and conveys the following rights to Grantee and to CDFW and USFWS,
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EXHIBIT E
3
each as a third party beneficiary of this Conservation Easement:
a) To preserve and protect the Conservation Values of the Property;
b) To enter the Property at any reasonable time in order to monitor compliance
with and otherwise enforce the terms of this Conservation Easement, and for scientific research
and interpretive purposes by Grantee or its designees and CDFW or its designees, provided that
neither Grantee nor CDFW shall unreasonably interfere with Grantor’s authorized use and quiet
enjoyment of the Property;
c) To prevent any activity on or use of the Property that is inconsistent with
the purposes of this Conservation Easement and to require the restoration of such areas or features
of the Property that may be damaged by any act, failure to act, or any use or activity that is
inconsistent with the purposes of this Conservation Easement;
d) To require that all mineral, air and water rights as Grantee deems necessary
to preserve, protect and sustain the biological resources and Conservation Values of the Property
shall remain a part of and be put to beneficial use on the Property consistent with the purposes of
this Conservation Easement; and
e) All present and future development rights appurtenant to, allocated,
implied, reserved or inherent in the Property; such rights are hereby terminated and extinguished,
and may not be used on or transferred to any portion of the Property, nor any other property
adjacent or otherwise.
3. All Inconsistent Rights Extinguished. All present and future development rights
appurtenant to, allocated, implied, reserve or inherent in the Property are hereby terminated and
extinguished, and may not be used on or transferred to any portion of the Property, nor any other
property adjacent or otherwise.
4. Prohibited Uses. Except (and only to the extent) the use or activity is a Reserved
Right under Section 5, any activity on or use of the Property not authorized in this Conservation
Easement is prohibited if that activity or use is inconsistent with the purposes of this Conservation
Easement. Without limiting the generality of the foregoing, the following uses and activities by
Grantor, Grantor’s agents, and third parties, are expressly prohibited:
a) Unseasonable watering; use of fertilizers, pesticides, biocides, herbicides or
other agricultural chemicals; weed abatement activities; incompatible fire protection activities; and
any and all other activities and uses which may adversely affect the purposes of this Conservation
Easement.
b) Use of off-road vehicles and use of any other motorized vehicles except on
existing roadways;
c) Agricultural activity of any kind, except that grazing for vegetation
management is permitted if done in accordance with a CDFW-approved grazing or management
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plan for the Property;
d) Recreational activities except such passive recreational activities as are
consistent with the purposes of this Conservation Easement and the NCCP/HCP (e.g., horse riding,
hiking, bicycling, wildlife viewing);
e) Commercial, industrial, residential or institutional uses;
f) Any legal or de facto division, subdivision or partitioning of the Property;
g) Construction, reconstruction or placement of any building, billboard or sign,
or any other structure or improvement of any kind, except signs for access control or education
that will not impair or interfere with the Conservation Values and are consistent with the purposes
of this Conservation Easement;
h) Depositing or accumulation of soil, trash, ashes, refuse, waste, bio-solids or
any other materials;
i) Planting, introduction or dispersal of non-native or exotic plant or animal
species;
j) Filling, dumping, excavating, draining, dredging, mining, drilling,
removing or exploring for or extracting minerals, loam, soil, sand, gravel, rock or other material
on or below the surface of the Property;
k) Altering the surface or general topography of the Property, including
building of new roads, paving or otherwise covering the Property with concrete, asphalt or any
other impervious material;
l) Removing, destroying, or cutting of native trees, shrubs or other vegetation,
except as required by law for: (1) fire breaks, (2) maintenance of recreational trails or roads that
are otherwise permitted under this Conservation Easement, or (3) prevention or treatment of
disease;
m) Manipulating, impounding or altering any natural water course, body of
water or water circulation on the Property, and activities or uses detrimental to water quality,
including but not limited to degradation or pollution of any surface or sub-surface waters;
n) Without the prior written consent of Grantee, which Grantee may withhold
for any reason, transferring, encumbering, selling, leasing or otherwise separating the mineral, air
or water rights for the Property; changing the place or purpose of use of the water rights;
abandoning or allowing abandonment of, by action or inaction, any water or water rights, ditch or
ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in
and to the use of water historically used on or otherwise appurtenant to the Property, including but
not limited to: (1) riparian water rights; (2) appropriative water rights; (3) rights to waters which
are secured under contract with any irrigation or water district, to the extent such waters are
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EXHIBIT E
5
customarily applied to the Property; and (4) any water from wells that are in existence or may be
constructed in the future on the Property.
In addition to the foregoing prohibited uses, Grantee’s use of the Property shall be subject to all
documents of record affecting the Property.
5. Grantor’s Duties. Grantor shall undertake all reasonable actions to prevent the
unlawful entry and trespass by persons whose activities may degrade or harm the Conservation
Values of the Property or that are otherwise inconsistent with this Conservation Easement. In
addition, Grantor shall undertake all necessary actions to perfect the rights of Grantee, CDFW and
USFWS under Section 2 of this Conservation Easement.
6. Reserved Rights. Grantor reserves to itself, and to its personal representatives,
heirs, successors, and assigns, all rights accruing from its ownership of the Property, including the
right to engage in or to permit or invite others to engage in all uses of the Property that are not
expressly prohibited or limited by, and are consistent with the purposes of this Conservation
Easement. Grantor specifically reserves the right to conduct the following activities and uses on
the Property:
a) The Covered City Projects proposed to take place on the Property, as
described in Sections 5.1 and 5.2 (including its subsections) and Table 5-1 of the NCCP/HCP, and
Other Covered Projects/Activities on the Property described in Sections 5.1 and 5.4 (including its
subsections) of the NCCP/HCP are permitted by this Conservation Easement during the term of
the NCCP/HCP, so long as such activities and any restoration required in connection with the
activities is carried out in accordance with all applicable requirements of the NCCP/HCP. No
additional Covered Projects/Activities will be permitted or undertaken on the Property which are
not now described in Sections 5.1, 5.2 and 5.4 (including their subsections)
b) Following the expiration of the NCCP/HCP, all of the Projects and
Activities Covered by the NCCP/HCP that are expected to occur beyond the life of the NCCP/HCP
are listed in attached Exhibit 2. The Covered Projects and Activities listed in Exhibit 2 will be
allowed so long as such activities are carried out in accordance with the long-term management
and monitoring plan described in Section 8.2 of the NCCP/HCP, or if the Covered Projects and
Activities will result in take, in accordance with incidental take permits issued by the Wildlife
Agencies. No additional projects are permitted without the express consent of the Wildlife
Agencies and the Conservancy, such consent not to be unreasonably withheld where the proposed
project is determined by the Wildlife Agencies and the Conservancy to be both necessary for public
safety and is designed reasonably to avoid impacts upon habitat and species, and following
compliance with all applicable Federal and state laws, including the Federal and state endangered
species acts and California Natural Community Conservation Planning Act.
7. Adaptive Management. The NCCP/HCP allows for adaptive management of the
Property, recognizing that adaptive management is a key element of implementing effective
conservation programs. "‘Adaptive management’ means to use the results of new information
gathered through the monitoring program of the plan and from other sources to adjust management
strategies and practices to assist in providing for the conservation of covered species.” Fish &
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Game Code, § 2805, subd. (a). Adaptive management combines data from monitoring species and
natural systems with new information from management and targeted studies to continually assess
the effectiveness and adjust conservation actions. Adaptive management may include re-
prioritizing monitoring efforts as well as corrective actions where (a) resources are threatened by
land uses in and adjacent to the Property, (b) current management activities are not adequate or
effective, or (c) enforcement needs are identified. Actions that are part of adaptive management
of the Property in accordance with the NCCP/HCP, including but not limited to monitoring and
corrective actions, are consistent with the purposes of, and expressly permitted by, this
Conservation Easement.
8. Grantee’s Remedies. CDFW and USFWS, as third party beneficiaries of this
Conservation Easement, shall each have the same rights as Grantee under this section to enforce
the terms of this Conservation Easement. If Grantee determines that a violation of the terms of
this Conservation Easement has occurred or is threatened, Grantee shall give written notice to
Grantor of such violation and demand in writing the cure of such violation. At the time of giving
any such notice, Grantee shall also give a copy of the notice to CDFW and to USFWS. If Grantor
fails to cure the violation within fifteen (15) days after receipt of written notice and demand from
Grantee, or if the cure reasonably requires more than fifteen (15) days to complete and Grantor
fails to begin the cure within the fifteen (15)-day period or fails to continue diligently to complete
the cure, Grantee may bring an action at law or in equity in a court of competent jurisdiction to
enforce the terms of this Conservation Easement for any or all of the following: to recover any
damages to which Grantee may be entitled for violation of the terms of this Conservation Easement
or for any injury to the Conservation Values of the Property; to enjoin the violation, ex parte as
necessary, by temporary or permanent injunction without the necessity of proving either actual
damages or the inadequacy of otherwise available legal remedies; for other legal or equitable relief,
including, but not limited to, the restoration of the Property to the condition in which it existed
prior to any such violation or injury; or to otherwise enforce this Conservation Easement. Without
limiting Grantor’s liability therefor, Grantee may apply any damages recovered to the cost of
undertaking any corrective action on the Property.
If Grantee, in its sole discretion, determines that circumstances require immediate action
to prevent or mitigate damage to the Conservation Values of the Property, Grantee may pursue its
remedies under this Section 7 without prior notice to Grantor or without waiting for the period
provided for cure to expire. Grantee’s rights under this section apply equally to actual or threatened
violations of the terms of this Conservation Easement. Grantor agrees that Grantee’s remedies at
law for any violation of the terms of this Conservation Easement are inadequate and that Grantee
shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory,
in addition to such other relief to which Grantee may be entitled, including specific performance
of the terms of this Conservation Easement, without the necessity of proving either actual damages
or the inadequacy of otherwise available legal remedies. Grantee’s remedies described in this
section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law
or in equity, including but not limited to, the remedies set forth in Civil Code Section 815, et seq.,
inclusive. The failure of Grantee to discover a violation or to take immediate legal action shall not
bar Grantee from taking such action at a later time.
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If at any time in the future Grantor or any subsequent transferee uses or threatens to use
the Property for purposes inconsistent with this Conservation Easement then, notwithstanding
Civil Code Section 815.7, the California Attorney General, any person and any entity with a
justiciable interest in the preservation of this Conservation Easement each has standing as an
interested party in any proceeding affecting this Conservation Easement.
8.1. Fees and Costs; Damages. All costs incurred by Grantee, CDFW or
USFWS, where it is the prevailing party, in enforcing the terms of this Conservation Easement
against Grantor, including, but not limited to, costs of suit and attorneys’ and experts’ fees, and
any costs of restoration necessitated by Grantor’s negligence or breach of this Conservation
Easement shall be borne by Grantor. Pursuant to Civil Code Section 815.7, subdivision (d), the
court may award to the prevailing party in any action authorized by that section, the costs of
litigation, including reasonable attorney’s fees.
8.2. Discretion of Grantee and Third Party Beneficiaries. Enforcement of
the terms of this Conservation Easement by Grantee, CDFW or USFWS shall be at the discretion
of the enforcing party, and any forbearance by Grantee, CDFW or USFWS to exercise its rights
under this Conservation Easement in the event of any breach of any term of this Conservation
Easement shall not be deemed or construed to be a waiver of such term or of any subsequent breach
of the same or any other term of this Conservation Easement or of any of Grantee’s rights (or any
rights of CDFW or USFWS as a third party beneficiary) under this Conservation Easement. No
delay or omission by Grantee, CDFW or USFWS in the exercise of any right or remedy shall
impair such right or remedy or be construed as a waiver.
8.3. Acts Beyond Grantor’s Control. Nothing contained in this Conservation
Easement shall be construed to entitle Grantee, CDFW or USFWS to bring any action against
Grantor for any injury to or change in the Property resulting from any natural cause beyond
Grantor’s control, including, without limitation, fire not caused by Grantor, flood, storm, and earth
movement, or any prudent action taken by Grantor under emergency conditions to prevent, abate,
or mitigate significant injury to persons or the Property resulting from such causes.
8.4. Rights of Enforcement. All rights and remedies conveyed to Grantee
under this Conservation Easement shall extend to and are enforceable by CDFW and USFWS.
These rights are in addition to, and do not limit, the rights of enforcement under the NCCP/HCP
and IA.
9. Fence Installation and Maintenance. Grantor may install and maintain fencing
that is reasonably satisfactory to Grantee, CDFW and USFWS to protect the Conservation Values
of the Property, including but not limited to wildlife corridors.
10. Access. Public access to the Property for passive recreational purposes and to
promote understanding and appreciation of natural resources in accordance with Section 5.4.2 of
the NCCP/HCP and a Public Use Management Plan approved in writing by Grantee, CDFW and
USFWS, is permitted.
11. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs
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and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the
Property. Grantor agrees that neither CDFW nor USFWS shall have any duty or responsibility for
the operation, upkeep or maintenance of the Property, the monitoring of hazardous conditions
thereon, or the protection of Grantor, the public or any third parties from risks relating to conditions
on the Property. Grantor and Grantee each remains solely responsible for obtaining any applicable
governmental permits and approvals required of it for any activity or use permitted by this
Conservation Easement, including those from CDFW and USFWS each acting in its regulatory
capacity, and any activity or use shall be undertaken in accordance with all applicable federal,
state, local and administrative agency statutes, ordinances, rules, regulations, orders and
requirements.
11.1. Taxes; No Liens. Grantor shall pay before delinquency all taxes,
assessments (general and special), fees, and charges of whatever description levied on or assessed
against the Property by competent authority (collectively “Taxes”), including any taxes imposed
upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee, CDFW and
USFWS with satisfactory evidence of payment upon request. Grantor and Grantee each shall keep
the Property free from any liens, including those arising out of any obligations incurred for any
labor or materials furnished or alleged to have been furnished to or for it at or for use on the
Property.
11.2. Hold Harmless.
a) Grantor shall hold harmless, protect and indemnify Grantee and its directors,
officers, employees, agents, contractors, and representatives and the heirs, personal
representatives, successors and assigns of each of them (individually or collectively, “Grantee
Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages,
expenses (including, without limitation, reasonable attorneys’ fees and experts’ fees), causes of
action, claims, demands, orders, liens or judgments (“Claim(s)” arising from or in any way
connected with: (1) injury to or the death of any person, or physical dama ge to any property,
resulting from any act, omission, condition, or other matter related to or occurring on or about the
Property, regardless of cause, except that this indemnification shall be inapplicable to Grantee’s
Indemnified Parties with respect to any Claim due solely to the negligence or willful misconduct
of Grantee or any Grantee Indemnified Parties; and (2) the obligations specified in Sections 5, 11,
and 11.1.
b) Grantor shall hold harmless, protect and indemnify CDFW and USFWS (“Third-
Party Beneficiaries”) and their respective directors, officers, employees, agents, contractors, and
representatives and the heirs, personal representatives, successors and assigns of each of them
individually or collectively, “Third-Party Beneficiary Indemnified Parties”) from and against
any and all Claims arising from or in any way connected with: (1) injury to or the death of any
person, or physical damage to any property, resulting from any act, omission, condition, or other
matter related to or occurring on or about the Property, regardless of cause, and (ii) the existence
or administration of this Conservation Easement. Provided, however, that this indemnification
shall be inapplicable to a Third-Party Beneficiary Indemnified Party with respect to any Claim due
solely to the negligence or willful misconduct of that Third-Party Beneficiary Indemnified Party
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or any of its employees. If any action or proceeding is brought against any of the Third-Party
Beneficiary Indemnified Parties by reason of any Claim to which the indemnification in this
Section 10.2 (b) applies then, at the election of and upon written notice from the Third-Party
Beneficiary Indemnified Party, Grantor shall defend such action or proceeding by counsel
reasonably acceptable to the applicable Third-Party Beneficiary Indemnified Party or reimburse
the Third-Party Beneficiary Indemnified Party for all charges of the California Attorney General
or the U.S. Department of Justice in defending the action or proceeding.
11.3. Extinguishment. If circumstances arise in the future that render the
purposes of this Conservation Easement impossible to accomplish, this Conservation Easement
can only be terminated or extinguished, in whole or in part, by judicial proceedings in a court of
competent jurisdiction. Grantor and Grantee shall notify CDFW and USFWS in writing at least
ninety (90) days prior to the initiation of proceedings to extinguish the Conservation Easement.
11.4. Condemnation. This Conservation Easement is a “conservation easement”
as defined in Code of Civil Procedure Section 1240.055 (a) (1) and constitutes “property
appropriated to public use” as defined in Code of Civil Procedure Section 1240.055 (a) (3). CDFW
and USFWS is each a public entity that imposed conditions on approval or permitting of a project
that were satisfied by this Conservation Easement, as described in Code of Civil Procedure Section
1240.055 (a) (3). A person authorized to acquire property for public use by eminent domain shall
exercise the power of eminent domain to acquire the Property only as provided in Code of Civil
Procedure Section 1240.055. The purposes of this Conservation Easement are presumed to be the
best and most necessary public use as defined at Code of Civil Procedure Section 1240.680,
notwithstanding Code of Civil Procedure Sections 1240.690 and 1240.700.
12. Transfer of Conservation Easement. This Conservation Easement may be
assigned or transferred by Grantee only to CDFW or another entity or organization approved by
Grantor, CDFW and USFWS that is authorized to acquire and hold conservation easements
pursuant to Civil Code Section 815.3 and Government Code Section 65967 (and any successor or
other provisions then applicable) or the laws of the United States. Grantee shall require the
transferee to record the assignment in the county where the Property is located.
13. Transfer of Property. Grantor agrees to incorporate the terms of this Conservation
Easement by reference in any deed or other legal instrument by which Grantor divests itself of any
interest in all or any portion of the Property, including, without limitation, a leasehold interest.
Grantor further agrees to give written notice to Grantee, CDFW and USFWS of the intent to
transfer any interest at least sixty (60) days prior to the date of such transfer. Grantee, CDFW or
USFWS shall have the right to prevent any transfer in which prospective subsequent claimants or
transferees are not given notice of the covenants, terms, conditions and restrictions of this
Conservation Easement. The failure of Grantor, Grantee, CDFW or USFWS to perform any act
provided in this section shall not impair the validity of this Conservation Easement or limit its
enforceability in any way.
14. Notices. Any notice, demand, request, consent, approval, or other communication
that any party desires or is required to give to the other parties shall be in writing, with a copy to
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CDFW and USFWS, and be served personally or sent by recognized overnight courier that
guarantees next-day delivery or by first class mail, postage fully prepaid, addressed as follows:
To Grantor: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
Attn: City Manager
Fax. (310) 377-9868
With a copy to: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
Attn: City Attorney
To Grantee: Palos Verdes Land Conservancy
916 Silver Spur Road, Suite 207
Rolling Hills Estates, California 90274
Attn: Executive Director
To CDFW: California Department of Fish and Wildlife
South Coast Region
3883 Ruffin Road
San Diego, California 92123
Attn: Regional Manager
With a copy to: California Department of Fish and Wildlife
Office of the General Counsel
1416 Ninth Street, 12th Floor
Sacramento, California 95814-2090
Attn: General Counsel
To USFWS: Carlsbad Fish and Wildlife Office
2177 Salk Avenue Suite 250
Carlsbad, California 92008
Attn: Field Supervisor
Fax: (760) 431-5901
or to such other address as Grantor, Grantee, CDFW or USFWS may designate by written notice
to the other parties. Notice shall be deemed effective upon delivery in the case of personal delivery
or delivery by overnight courier or, in the case of delivery by first class mail, three (3) business
days after deposit into the United States mail.
15. Amendment. This Conservation Easement may be amended by Grantor and
Grantee only by mutual written agreement and subject to the prior written approval of CDFW and
USFWS. Any such amendment shall be consistent with the purposes of this Conservation
Easement and California law governing conservation easements and shall not affect its perpetual
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EXHIBIT E
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duration. Any such amendment shall be recorded in the official records of Los Angeles County,
State of California, and Grantee shall promptly provide a conformed copy of the recorded
amendment to Grantor, CDFW and USFWS.
16. Additional Provisions.
a) Controlling Law. The interpretation and performance of this Conservation
Easement shall be governed by the laws of the State of California, disregarding the conflicts of
law principles of such state.
b) Liberal Construction. Despite any general rule of construction to the contrary,
this Conservation Easement shall be liberally construed to carry out the purposes of this
Conservation Easement and the policy and purpose of Civil Code Section 815, et seq. If any
provision in this instrument is found to be ambiguous, an interpretation consistent with the
purposes of this Conservation Easement that would render the provision valid shall be favored
over any interpretation that would render it invalid.
c) Severability. If a court of competent jurisdiction voids or invalidates on its face
any provision of this Conservation Easement, such action shall not affect the remainder of this
Conservation Easement. If a court of competent jurisdiction voids or invalidates the application
of any provision of this Conservation Easement to a person or circumstance, such action shall not
affect the application of the provision to any other persons or circumstances.
d) Entire Agreement. This instrument, including the documents incorporated by
reference in it, sets forth the entire agreement of the parties with respect to the Conservation
Easement and supersedes all prior discussions, negotiations, understandings, or agreements
relating to the Conservation Easement. No alteration or variation of this instrument shall be valid
or binding unless contained in an amendment in accordance with Section 15.
e) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of
Grantor’s title in any respect.
f) Successors. The covenants, terms, conditions, and restrictions of this Conservation
Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective
personal representatives, heirs, successors, and assigns and shall constitute a servitude running in
perpetuity with the Property.
g) Termination of Rights and Obligations. A party’s rights and obligations under
this Conservation Easement terminate upon transfer of the party’s interest in the Conservation
Easement or Property, except that liability for acts or omissions occurring prior to transfer shall
survive transfer.
h) Captions. The captions in this instrument have been inserted solely for
convenience of reference and are not a part of this instrument and shall have no effect upon its
construction or interpretation.
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12
i) No Hazardous Materials Liability. Grantor represents and warrants that it has no
knowledge or notice of any Hazardous Materials (defined below) or underground storage tanks
existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on,
under, or from the Property, or transported to or from or affecting the Property.
Without limiting the obligations of Grantor under Section 11.2, Grantor hereby releases and agrees
to indemnify, protect and hold harmless the Grantee Indemnified Parties (as defined in Section
11.2) from and against any and all Claims (as defined in Section 11.2) arising from or connected
with any Hazardous Materials or underground storage tanks present, alleged to be present, released
in, from or about, or otherwise associated with the Property at any time, except that this release
and indemnification shall be inapplicable to the Grantee Indemnified Parties with respect to any
Hazardous Materials placed, disposed or released by Grantee, its employees or agents. This release
and indemnification includes, without limitation, Claims for (i) injury to or death of any person or
physical damage to any property; and (ii) the violation or alleged violation of, or other failure to
comply with, any Environmental Laws (defined below).
Without limiting the obligations of Grantor under Section 11.2, Grantor hereby releases and agrees
to indemnify, protect and hold harmless the Third-Party Beneficiary Indemnified Parties (as
defined in Section 11.2) from and against any and all Claims arising from or connected with any
Hazardous Materials or underground storage tanks present, alleged to be present, released in, from
or about, or otherwise associated with the Property at any time, except that this release and
indemnification shall be inapplicable to a Third-Party Beneficiary Indemnified Party with respect
to any Hazardous Materials placed, disposed or released by that Third-Party Beneficiary
Indemnified Party or any of its employees. This release and indemnification includes, without
limitation, Claims for (i) injury to or death of any person or physical damage to any property; and
ii) the violation or alleged violation of, or other failure to comply with, any Environmental Laws
defined below). If any action or proceeding is brought against any of the Third-Party Beneficiary
Indemnified Parties by reason of any such Claim then, at the election of and upon written notice
from the Third-Party Beneficiary Indemnified Party, Grantor shall defend such action or
proceeding by counsel reasonably acceptable to the applicable Third-Party Beneficiary
Indemnified Party or reimburse the Third-Party Beneficiary Indemnified Party for all charges of
the California Attorney General or the U.S. Department of Justice in defending the action or
proceeding.
Despite any contrary provision of this Conservation Easement, the parties do not intend this
Conservation Easement to be, and this Conservation Easement shall not be, construed such that it
creates in or gives to CDFW or USFWS any of the following:
1) The obligations or liability of an “owner” or “operator,” as those
terms are defined and used in Environmental Laws (defined below), including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. Section 9601 et seq.; hereinafter, “CERCLA”); or
2) The obligations or liabilities of a person described in 42 U.S.C.
Section 9607(a)(3) or (4); or
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13
3) The obligations of a responsible person under any applicable
Environmental Laws; or
4) The right or duty to investigate and remediate any Hazardous
Materials associated with the Property; or
5) Any control over Grantor’s or Grantee’s ability to investigate,
remove, remediate or otherwise clean up any Hazardous Materials associated with the Property.
The term “Hazardous Materials” includes, without limitation, (a) material
that is flammable, explosive or radioactive; (b) petroleum products, including by-products and
fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or
related materials defined in CERCLA, the Resource Conservation and Recovery Act of 1976 (42
U.S.C. Section 6901 et seq.; hereinafter “RCRA”); the Hazardous Materials Transportation Act
49 U.S.C. Section 5101 et seq.; hereinafter “HTA”); the Hazardous Waste Control Law
California Health & Safety Code Section 25100 et seq.; hereinafter “HCL”); the Carpenter-
Presley-Tanner Hazardous Substance Account Act (California Health & Safety Code Section
25300 et seq.; hereinafter “HSA”), and in the regulations adopted and publications promulgated
pursuant to them, or any other applicable Environmental Laws now in effect or enacted after the
date of this Conservation Easement.
The term “Environmental Laws” includes, without limitation, CERCLA,
RCRA, HTA, HCL, HSA, and any other federal, state, local or administrative agency statute,
ordinance, rule, regulation, order or requirement relating to pollution, protection of human health
or safety, the environment or Hazardous Materials. Grantor represents, warrants and covenants to
Grantee, CDFW and USFWS that activities upon and use of the Property by Grantor, its agents,
employees, invitees and contractors will comply with all Environmental Laws. Grantee represents,
warrants and covenants to Grantor, CDFW and USFWS that activities upon and use of the Property
by Grantee, its agents, employees, invitees and contractors will comply with all Environmental
Laws.
j) Warranty. Grantor represents and warrants that there are no outstanding
mortgages, liens, encumbrances or other interests in the Property (including, without limitation,
water and mineral interests) that may conflict or are otherwise inconsistent with this Conservation
Easement and which have not been expressly subordinated to this Conservation Easement by a
written, recorded Subordination Agreement approved by Grantee, CDFW and USFWS.
k) Additional Easements. Grantor shall not grant any additional easements, rights of
way or other interests in the Property (other than a security interest that is subordinate to this
Conservation Easement), or grant, transfer, abandon or relinquish (each a “Transfer”) any mineral,
air or water right, or any water associated with the Property, without first obtaining the written
consent of Grantee, CDFW and USFWS. Grantee, CDFW or USFWS may withhold such consent
if it determines that the proposed interest or Transfer is inconsistent with the purposes of this
Conservation Easement or will impair or interfere with the Conservation Values of the Property.
This Section 15(k) shall not limit the provisions of Section 2(d) or 3(n), nor prohibit transfer of a
fee or leasehold interest in the Property that is subject to this Conservation Easement and complies
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EXHIBIT E
14
with Section 12. Grantor shall provide a certified copy of any recorded or unrecorded grant or
Transfer document to Grantee, CDFW and USFWS.
l) Recording. Grantee shall record this Conservation Easement in the Official
Records of Los Angeles County, California, and may re-record it at any time as Grantee deems
necessary to preserve its rights in this Conservation Easement.
m) Third-Party Beneficiaries. Grantor and Grantee acknowledge that CDFW and
USFWS (each a “Third-Party Beneficiary” and together, the “Third-Party Beneficiaries”) are
third party beneficiaries of this Conservation Easement with the right of access to the Property and
the right to enforce all obligations of Grantor and all other rights and remedies of Grantee under
this Conservation Easement.
n) No Merger. The doctrine of merger is not intended, and shall not operate to
extinguish this Conservation Easement if the Conservation Easement and the Property become
vested in the same party. If, despite this intent, the doctrine of merger applies to extinguish the
Conservation Easement then, unless Grantor, Grantee, CDFW and USFWS otherwise agree in
writing, a replacement conservation easement or restrictive covenant containing the same
protections embodied in this Conservation Easement shall promptly be recorded against the
Property by Grantee, or its successor in interest, in favor of a third party approved in writing CDFW
and FWS to ensure that the mitigation obligations required under the agency approvals and permits
identified in Recital C which include conservation of the Property in perpetuity through execution
and recordation of a conservation easement or equivalent legal mechanism, and the purposes of
Cal. Civil Code Section 815, are fulfilled. Until such replacement conservation easement or
equivalent legal mechanism is executed and recorded, Grantee or its successor in interest shall
continue to protect the Property in accordance with the terms of the original Conservation
Easement. Any and all terms and conditions of this Conservation Easement shall be deemed
covenants and restrictions upon the Easement Area, which shall run with the land according to
California law and otherwise exist in perpetuity.
SIGNATURES ON FOLLOWING PAGE]
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1
IN WITNESS WHEREOF, the Parties have executed this Conservation Easement as of the
day and year first set forth above.
GRANTOR: GRANTEE:
CITY OF RANCHO PALOS VERDES,
a municipal corporation
By: ___________________
David L. Bradley, Mayor
ATTEST:
Teri Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: ___________________
William W. Wynder, City Attorney
PALOS VERDES PENINSULA LAND
CONSERVANCY,
a California non-profit corporation
By: _____________________
Rob Kautz, President
Approved as to form and content by the Board
of Directors:
By: _________________________
Rob Kautz, President
Approved as to form and content:
Law Office of Martin N. Burton, counsel for
Conservancy
By: ____________________
Martin N. Burton
NOT TO BE EXECUTED UNTIL CLOSING
NOT TO BE EXECUTED UNTIL CLOSING
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STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On _______________________, 2022, before me, ______________________________, a
Notary Public in and for the State of California, personally appeared _________________
personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
SEAL)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy or validity of that document.
A-51
Exhibit E
1
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On _______________________, 2022, before me, ______________________________, a
Notary Public in and for the State of California, personally appeared ___________________
personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
SEAL)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy or validity of that document.
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Exhibit E
1
EXHIBIT 1 TO CONSERVATION EASEMENT
LEGAL DESCRIPTION
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
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Exhibit E
1
EXHIBIT 2 TO CONSERVATION EASEMENT
COVERED PROJECTS AND ACTIVITIES SPECIFIED IN SECTION 6(B)
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089662\13807006v15
EXHIBIT F
1
EXHIBIT F
TEMPORARY ACCESS EASEMENT AGREEMENT
RECORDING REQUESTED BY &
WHEN RECORDED MAIL TO:
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
rancho Palos Verdes, CA 90275
Attn: City Clerk
APNs: _______________ [SPACE ABOVE FOR RECORDER’S USE ONLY]
Exempt from filing/recording fees per Govt. Code §27383
TEMPORARY ACCESS EASEMENT AGREEMENT
THIS TEMPORARY ACCESS EASEMENT AGREEMENT (“Agreement”) is made and
entered into this ____ day of ________, 2022 (“Agreement Date”) by and between YORK POINT
PROPERTIES LLC, a California limited liability company (“Owner”) and the CITY OF
RANCHO PALOS VERDES, a municipal corporation (“City”). City and Owner are sometimes
individually referred to hereinafter as “Party” and collectively as “Parties.”
RECITALS
A.Owner is owner of that certain real property in the City of Rancho Palos Verdes,
County of Los Angeles, State of California legally described on Exhibit A. (“Servient
Tenement”).
B.City is the owner of that certain real property in the City of Rancho Palos Verdes,
County of Los Angeles, State of California legally described on Exhibit B (“Dominant
Tenement”) which City acquired from Owner.
C.Pursuant to this Agreement, Owner grants City a temporary, non-exclusive
permanent easement for access over and across the Servient Tenement as specifically legally set
forth on Exhibit C and depicted on Exhibit C-1 (“Easement”) for the benefit of the Dominant
Tenement.
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the Parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and incorporated herein.
2. Effective Date. This Agreement shall be effective upon recordation in the Official Records
of Los Angeles County (“Effective Date”).
DocuSign Envelope ID: 463B44DB-C425-4C23-A72E-9E1A64BFEA84
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089662\13807006v15
2
3. Encumbrances on Servient Tenement. Owner represents and warrants to City that, as of
the Effective Date, the Servient Tenement is not encumbered with any trust deeds, mortgages or
liens not already disclosed to City in writing.
4. Term. This Agreement shall commence as of the Effective Date and shall expire on the
day immediately preceding the first anniversary of the Effective Date (“Term”), unless this
Agreement is amended, modified or terminated by an agreement executed, acknowledged and
recorded by Owner and City. Upon Seller’s written request, City shall execute and acknowledge a
document acknowledging the termination of this Agreement to be recorded in the Official Records
of Los Angeles County.
5. Runs with the Land. During the Term, the obligations of Owner under this Agreement
are irrevocable which shall run with the land binding the Servient Tenement and all future owners,
tenants, and occupants of the Servient Tenement and benefiting the Dominant Tenement. The term
Owner” shall mean the owner of the Servient Tenement from time to time.
6. Maintenance; No Blocking. City shall be responsible and shall, at its sole cost and
expense, maintain the Easement and promptly repair any damage to the Easement. The Easement
shall be kept open, clear and free from buildings, structures, trees and obstructions of any kind.
7. Indemnification. City shall defend, indemnify, and hold Owner, including its elected
officials, employees, and agents, harmless from and against all claims, causes of action, liability,
loss, damage, costs, or expenses (including reasonable attorneys’ fees and court costs), whether
imposed by a court of law or by administrative action of any federal, state, or local governmental
agency, arising directly from City’s use of the Easement.
8. Modification, Amendment or Termination. This Agreement may only be amended,
modified or terminated in writing executed by Owner and City and recorded in the Official Records
of Los Angeles County.
9. Notice. Any notice, demand, request, consent, approval, or communication that either
party desires or is required to give to the other shall in writing and be served personally, sent
overnight by a national overnight delivery service or sent by first class mail, postage prepaid,
addressed as follows:
If to City: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
Attn: Ara Michael Mihranian, City Manager
Email: aram@rpvca.gov
With a copy to: William Wynder, Esq
ALESHIRE & WYNDER LLP
2361 Rosecrans Ave. Suite 475
El Segundo, CA 90245
Attn: William Wynder
Email: wwynder@awattorneys.com
DocuSign Envelope ID: 463B44DB-C425-4C23-A72E-9E1A64BFEA84
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089662\13807006v15
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With a copy to: Palos Verdes Peninsula Land Conservancy
916 Silver Spur Road, Suite 207
Rolling Hills Estates, California 90274
Attn: Ms. Adrienne Mohan, Executive Director
Email: info@pvplc.org
With a copy to: Law Office of Martin N. Burton
2026 Hilldale Drive
La Canada Flintridge, California 91011
Attn: Martin N. Burton, Esq.
Email: mburton@mburtonlaw.com
If to Owner: York Point View Properties, LLC
c/o York Capital Group, Inc.
P.O. Box 2649
Palos Verdes Peninsula, California 90274
Attn: James York
Email: theyorkproperties@gmail.com
With a copy to: Cox, Castle & Nicholson LLP
2029 Century Park East, 21st Floor
Los Angeles, California 90067
Attn: Scott L. Grossfeld, Esq.
Email: SGrossfeld@coxcastle.com
or to such other address as either party shall designate by written notice to the other. Notice shall
be deemed effective (i) upon delivery in the case of personal delivery; (ii) upon the day following
deposit with the overnight delivery service; or, (iii) three (3) business days after deposit in the
United States mail.
10. Entire Agreement. This Agreement together with the exhibits hereto, each of which are
incorporated herein by this reference, constitutes the entire agreement of the Parties with respect
to the subject matter hereof and supersedes all prior oral or written agreements with respect to
same.
11. Governing Law; Venue. This Agreement shall be construed in accordance with the laws
of the State of California in effect at the time it is recorded, and the jurisdiction for any action shall
be in Los Angeles County.
12. No Third Party Beneficiaries. This Agreement is only for the benefit of the Parties hereto
and their successors and assigns. No other person or entity or property shall be entitled to rely
hereon, receive any benefit or enforce any provision hereof against any party hereto (or their
respective successors assigns).
13. Attorney’s Fees. In the event of any litigation or other legal proceeding including, but not
limited to, arbitration or mediation between the Parties arising from this Agreement, the prevailing
Party will be entitled to recover, in addition to any other relief awarded or granted, its reasonable
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4
costs and expenses (including attorney’s fees) incurred in the proceeding.
14. Construction. This Agreement shall be construed according to its fair meaning as if
prepared by all Parties to this Agreement. Headings used in this Agreement are provided for
convenience only and shall not be used to construe meaning or intent.
15. No Waiver. The failure of either party to enforce any term, covenant, or condition of this
Agreement on the date it is to be performed shall not be construed as a waiver of that Party’s right
to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or as
a waiver of any term, covenant, or condition of this Agreement.
16. Binding Effect. Each and all of the covenants and conditions shall be binding on and shall
inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns.
17. Counterparts. This Agreement may be executed in one or more identical counterparts
and all such counterparts together shall constitute a single instrument for the purpose of the
effectiveness of this Agreement.
18. Authority. Each Party warrants that the individuals who have signed this Agreement have
the legal power, right, and authority make this Agreement and bind each respective Party.
19. Exhibits. Exhibits A, B, C and C-1 attached hereto are incorporated herein by reference.
NOW, THEREFORE, the Parties have executed this Agreement as of the Agreement Date.
CITY:OWNER:
CITY OF RANCHO PALOS VERDES,
a municipal corporation
By: ___________________
David L. Bradley, Mayor
ATTEST:
Teri Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: ___________________
William W. Wynder, City Attorney
YORK POINT VIEW PROPERTIES, LLC,
a limited liability company
By: ________________________
James York, Managing Member
NOT TO BE EXECUTED UNTILCLOSINGNOTTOBEEXECUTEDUNTILCLOSING
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EXHIBIT F
1
EXHIBIT A
LEGAL DESCRIPTION OF SERVIENT TENEMENT
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
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EXHIBIT F
1
EXHIBIT B
LEGAL DESCRIPTION OF DOMINANT TENEMENT
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
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EXHIBIT F
1
EXHIBIT C
LEGAL DESCRIPTION OF EASEMENT
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
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EXHIBIT F
1
EXHIBIT C-1
DEPICTION OF EASEMENT
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1
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On _________________, 2022 before me, ___________________________, a notary public,
personally appeared _______________________________________________ who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL:
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy or
validity of that document.
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Exhibit F - 1
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On _________________, 2022 before me, ___________________________, a notary public,
personally appeared _______________________________________________ who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL:
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy or
validity of that document.
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Exhibit G - 1
EXHIBIT G
FORM OF RELEASE
LIMITED MUTUAL RELEASE AGREEMENT
THIS LIMITED MUTUAL RELEASE AGREEMENT (this “Release”) is made as of
2022, by and between YORK POINT VIEW PROPERTIES, LLC, a California
limited liability company (“Seller”), and the CITY OF RANCHO PALOS VERDES, a California
municipal corporation (“City”), with respect to the following:
R E C I T A L S
A. City, Seller and the Palos Verdes Peninsula Land Conservancy, a California
non-profit corporation (“Conservancy”), executed that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated as of ____________, 2022 (“Agreement”), with respect to
approximately 95.9 acres of land more particularly described on Exhibit A attached hereto and
incorporated herein by reference (“Property”) within City.
B. Pursuant to the terms and conditions of the Agreement, Seller agreed to convey fee
title to the Property to City together with a temporary access easement which is recorded
concurrently with the Grant Deed conveying title to the Property to City (“Easement
Agreement”).
C. The execution of this Release by City and Seller is material consideration as part of
the Closing under the Agreement.
D. City and Seller are currently involved with litigation in that certain California
Superior Court Case No. BS 174116 and Second Appellate District Case No. B310192 (“Existing
Litigation”).
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual promises
and agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, it is agreed as follows:
1. Effective Date. This Agreement shall be effective upon recordation of the Grant
Deed under the Agreement conveying title of the Property to City (“Effective Date”).
2. Release by City. With the exception of (i) any claims arising out of this Release,
ii) any obligations under the Agreement that survive Closing, (iii) the Easement Agreement, and
iv) the Existing Litigation, as of the Effective Date, City, on behalf of itself and its officers,
employees, agencies, successors and assignees (collectively, the “City Releasing Parties”),
releases and discharges Seller and its officers, members, managers, employees, partners, attorneys,
successors and assignees (collectively, the “Seller Released Parties”), from any and all claims,
demands, liabilities, obligations, losses, acts, omissions, misfeasance, malfeasance, causes of
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Exhibit G - 2
action, damages, expenses (including attorney’s fees and court costs), judgments and controversies
that the City Releasing Parties, or any of them, have against the Seller Released Parties, or any of
them, with respect to the Property, including those due to any violation of any law, regulation,
ordinance or other legal requirement or any other potential claims or causes of action relating to
Seller’s actions or inactions during Seller’s ownership of the Property (“City Release”).
3. Release by Seller. With the exception of (i) any claims arising out of this Release,
ii) any obligations under the Agreement that survive Closing, (iii) the Easement Agreement, and
iv) the Existing Litigation, as of the Effective Date, Seller, on behalf of itself and its officers,
employees, partners, successors and assigns (collectively, the “Seller Releasing Parties”),
releases and discharges City and its officers, employees, agencies, attorneys, successors and
assignees (collectively, the “City Released Parties”), from any and all claims, demands,
liabilities, obligations, losses, acts, omissions, misfeasance, malfeasance, causes of action,
damages, expenses (including attorney’s fees and court costs), judgments and controversies that
the Seller Releasing Parties, or any of them, have against the City Released Parties, or any of them,
with respect to the Property, including those (a) due to any alleged action or inaction on the part
of the City Released Parties, or any of them, in failing to process applications to allow the Property
to be developed, or (b) for inverse condemnation, eminent domain, denial of substantive due
process, and any similar legal theories (“Seller Release”).
4. Waiver of California Civil Code Section 1542. City, on behalf of the City
Releasing Parties, and Seller, on behalf of the Seller Releasing Parties, agree, with respect to the
City Release and the Seller Release, respectively, that they waive and relinquish, to the fullest
extent permitted by law, the provisions, rights and benefits of California Civil Code Section 1542,
which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
5. Dismissal of Existing Litigation. Within five (5) court days after the Closing, City
and Seller shall each dismiss their respective appeals in the Existing Litigation. City and Seller
shall each bear their own attorneys’ fees and costs in connection with the Existing Litigation.
Further, the City and Seller shall cooperate in providing the superior court with a joint further
return to the Writ of Mandate reporting on the successful Closing and affirming to the superior
court that the City consents to the application to the Property of the Natural Communities
Conservation Plan/Habitat Conservation Plan adopted by the City on November 19, 2019.
6. Termination. For the avoidance of doubt, City and Seller acknowledge and agree
that if, for any reason, the Closing of the Property does not occur, then the releases contained in
this Release shall never become effective and the City Releasing Parties and the Seller Releasing
Parties, and each of them, shall retain any and all claims, demands, liabilities, obligations, losses,
acts, omissions, misfeasance, malfeasance, causes of action, damages, expenses (including
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Exhibit G - 3
attorney’s fees and court costs), judgments and controversies that would have otherwise been
released pursuant to this Release upon the Closing of the Property.
7. Entire Agreement. This Release constitutes the entire agreement between the
parties hereto pertaining to the releases provided for herein, and is the final, complete and exclusive
expression of the parties’ agreement concerning such release. All prior agreements,
representations, negotiations and understandings of the parties hereto, oral or written, express or
implied, pertaining so such release, are superseded and merged herein.
8. No Oral Modification or Waiver. No modification or waiver of any of the terms
hereof shall be valid or effective unless made in writing and executed by the duly authorized
representative of both parties, or their respective successors or permitted assigns. No waiver of
any breach hereof or default hereunder shall be deemed a waiver of any subsequent breach or
default of the same or similar nature.
9. Enforcement of Agreement. The parties agree that, if any action or dispute arises
regarding enforcement of this Release, or any of its terms, the prevailing party shall be reimbursed
for all reasonable expenses incurred in resolving such dispute, including attorneys’ fees.
10. Counterparts. This Release may be executed in any number of counterparts, each
of which shall constitute a duplicate original hereof.
11. Applicable Law and Venue. This Release shall be construed under the substantive
laws of the State of California. Any action that is brought to enforce this Release shall be filed in
the County of Los Angeles, State of California.
12. Authority. The persons executing this Release on behalf of City and Seller
represent and warrant that they are duly authorized to do so as to fully and legally bind City and
Seller, respectively.
13. Interpretation. The parties agree that they have had the opportunity to consult
with counsel in connection with this Release. This Release shall be construed as if the parties
jointly prepared it and any uncertainty or ambiguity shall not be interpreted against any one party.
IN WITNESS WHEREOF, City and Seller have executed this Limited Mutual Release
Agreement as of the date and year first set forth above.
CITY:
CITY OF RANCHO PALOS VERDES,
a municipal corporation
By: ___________________
David L. Bradley, Mayor
ATTEST:
SELLER:
YORK POINT VIEW PROPERTIES, LLC,
a limited liability company
By: ________________________
James York, Managing Member
NOT TO BE EXECUTED UNTIL CLOSING NOT TO BE EXECUTED UNTIL CLOSING
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Exhibit G - 4
Teri Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: ___________________
William W. Wynder, City Attorney
EXHIBIT A
TO
LIMITED MUTUAL RELEASE AGREEMENT
LEGAL DESCRIPTION
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of
California legally described as follows:
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Exhibit H - 1
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Exhibit J - 1
DocuSign Envelope ID: 463B44DB-C425-4C23-A72E-9E1A64BFEA84
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RESOLUTION NO. 2022-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF RANCHO PALOS VERDES AUTHORIZING THE
CITY TO ENTER INTO A GRANT AND SUBGRANT
AGREEMENT WITH THE CALIFORNIA WILDLIFE
CONSERVATION BOARD TO ACCEPT A GRANT AND
SUBGRANT AUTHORIZING THE ACQUISITION OF
ALL OR A PORTION OF ASSESSOR’S PARCEL
NUMBERS 7573-003-016; 7572-012—028; 7572-012-
029; 7581-023-035; AND 7581-023-037 (PORTIONS
THEREOF) TOTALING APPROXIMATELY 96 ACRES IN
THE CITY OF RANCHO PALOS VERDES, LOS
ANGELES COUNTY.
WHEREAS, Assessor Parcel Nos. 7573-003-016, 7572-012-028, 7572-
012-029, and 7581-023-035 are commonly referred to as the Lower Filiorum
property; and Assessor Parcel No. 7581-023-037 is commonly referred to as the
Plumtree property, and all parcels consist largely of undeveloped open space in
the southern part of the City of Rancho Palos Verdes (“City”) directly across Palos
Verdes Drive South from Abalone Cove Park and Reserve; and
WHEREAS, in November 2019, the City Council adopted the Rancho Palos
Verdes Natural Communities Conservation Plan /Habitat Conservation Plan
(NCCP/HCP), which establishes a habitat preserve by the City that serves as
mitigation for certain City projects (and certain private projects) that will impact
protected habitat in the City over a period of 50 years. Since that time, through the
dedication of unimproved properties owned by the City and the Palos Verdes
Peninsula Land Conservancy (PVPLC), along with major open space land
acquisitions in 2005, 2009, and 2013 the creation of a 1400-acre NCCP/HCP
Preserve was completed; and
WHEREAS, coastal sage scrub habitat, which provides habitat for
threatened species that reside on the Palos Verdes Peninsula is located within the
Lower Filiorum and Plumtree properties; and
WHEREAS, York Point View Properties, LLC., the owner of the properties
described in Exhibit " A" hereto, is willing to sell said properties to the City and the
PVPLC, as co-buyers, so that additional habitat and open space can be provided
to serve as a wildlife corridor as identified in the Council-adopted NCCP/HCP;
/ / /
/ / /
B-1
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO
PALOS VERDES HEREBY FINDS, ORDERS AND RESOLVES AS FOLLOWS:
1. The acquisition of Assessor' s Parcel Numbers: 7573-003-016, 7572-
012-028, 7572-012-029, and 7581-023-035, which are commonly referred to as
the Lower Filiorum property; and parcel number 7581-023-037, which is commonly
referred to as the Plumtree property, are more particularly described in Exhibit " A"
hereto (Identified Property) is intended for the preservation of habitat and open
space
2. The acquisition of the Identified Property is exempt pursuant to
Section 15325 (Transfers of Ownership of Interest in Land to Preserve Existing
Natural Conditions And Historical Resources) from the provisions of the California
Environmental Quality Act and a Notice of Exemption has been or will be filed with
the Los Angeles County Recorder’s Office;
3. The Identified Property possesses high ecological and habitat value
and will provide habitat for threatened or endangered species that inhabit the Palos
Verdes Peninsula;
4. The use of the grant funds referenced herein for acquisition of the
Identified Property is an appropriate expenditure;
5. The staff report and recommendations therein, include a) Approving
the Purchase and Sale Agreement and Join Escrow Instructions (PSA) b y and
between the City and the PVPLC, and York Point View Properties to be effective
as of March 29, 2022; b) Authorizing the Mayor to execute the same following
approval as to form by the City Attorney; and c) Adopting herein, Resolution No.
2022-___, authorizing the City to enter into a grant and subgrant agreement with
the California Wildlife Conservation Board to accept a grant and subgrant
authorizing the acquisition of all or a portion of assessor’s parcel numbers 7573-
003-016, 7572-012-028, 7572-012-029, and 7581-023-035 (commonly referred to
as the Lower Filiorum property); and Assessor Parcel No. 7581-023-037
(commonly referred to as the Plumtree property) totaling approximately 96 acres;
and have been prepared regarding this item are hereby adopted and incorporated
herein by this reference;
6. The Mayor is hereby authorized to execute the California Wildlife
Conservation Board Grant Agreements for Acquisition of Fee Interest and the
acceptance of grant funds from the appropriate agencies for the purpose of
acquisition of the Identified Property;
7. The City Manager is hereby authorized to accept fee title to the
identified property on behalf of the City; and
B-2
8. The City Manager is hereby authorized to do any and all acts
necessary to carry out this resolution and any recommendations made to and
approved by the City Council.
PASSED, APPROVED and ADOPTED this 13th day of April 2022.
______________________
David L. Bradley, Mayor
Attest:
__________________
City Clerk
State of California )
County of Los Angeles ) ss
City of Rancho Palos Verdes )
I, Teresa Takaoka, City Clerk of the City of Rancho Palos Verdes, hereby certify
that the above Resolution No. 2022-__, was duly and regularly passed and
adopted by the said City Council at a regular meeting thereof held on April 13,
2022.
_________________________
City Clerk
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CALIFORNIA WILDLIFE CONSERVATION BOARD
GRANT AGREEMENT
FOR
ACQUISITION OF FEE INTEREST
Grantee: Name: City of Rancho Palos Verdes
Address: 30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: Ara Michael Mihranian, City Manager
Phone: 310-544-5202
Email: aram@rpvca.gov
Federal Employers ID No.:/Taxpayer ID No.: 95-2867872
Project Name: 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)
WCB Grant Agreement Number: WC- TBD by WCB ACCOUNTING
WCB Project ID: 2020074
Grant Agreement Amount: Not to exceed $ 4,800,000.00
Notices to be addressed to:
For Grantee: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: City Manager
For Grantor: Wildlife Conservation Board
P.O. Box 944209
Sacramento, CA 94244-2090
Attn: Executive Director
With a copy to: Department of Fish and Wildlife
P.O. Box 944209
Sacramento, CA 94244-2090
Attn: Director
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1.SCOPE OF AGREEMENT
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), the Wildlife
Conservation Board (“Grantor”) hereby grants to the City of Rancho Palos Verdes,
(“Grantee”), a sum not to exceed Four Million Eight Hundred Thousand Dollars
($4,800,000.00) (“Grant Funds”), upon and subject to the terms and conditions of this Grant
Agreement for Acquisition of Fee Interest (“Agreement”).
2.PURPOSES OF GRANT
Grantor is entering into this Agreement, and the Grant Funds shall be used, only for
the purpose of the project (the “Project”) described as: Grantee’s acquisition 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.
Grantee covenants and agrees that if Grantor deposits the Grant Funds into escrow
and Grantee acquires the Property, the Property shall be held, used, operated, managed
and maintained only for the purposes of wildlife habitat preservation, protection of threatened
and endangered species, and for compatible public or private uses, all as may be consistent
with wildlife habitat preservation and protection of sensitive biological resources (individually
and collectively, the “Purposes of Grant”).
3.CONDITIONS OF GRANT
Grantor’s obligation to disburse Grant Funds under this Agreement is conditioned
upon and subject to the satisfaction of all of the following conditions precedent:
3.1. Grantor shall have reviewed and approved all documents pertaining to
Grantee’s acquisition of the Property, including, without limitation, appraisals,
preliminary title reports and items referenced therein, options, agreements for
purchase and sale, escrow instructions, and instruments of conveyance. Such review
and approval by Grantor shall not be unreasonably withheld or delayed. Grantee
shall have removed or caused to be removed, or otherwise addressed to the
satisfaction of Grantor, any encumbrances or defects of title that Grantor determines
are inconsistent, or could interfere, with the Purposes of Grant. Any outstanding
security interests or monetary encumbrances affect ing the Property shall have been
terminated.
3.2. Grantee shall acquire the Property from a willing seller for a purchase price
that does not exceed the fair market value of the Property, as established by an
appraisal that is conducted by an appraiser wh o is licensed pursuant to Part 3
(commencing with Section 11300) of Division 4 of the Business and Professions
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Code. The appraisal shall be prepared pursuant to the Uniform Standards of
Professional Appraisal Practice (USPAP) and approved by the Departmen t of
General Services. The appraisal shall become part of the project file maintained by
Grantor and shall be retained for no less than three years from the date of value.
3.3. Grantor shall have reviewed and approved a certified resolution or other
appropriate action of the governing board or governing body of Grantee, authorizing
the execution and performance of this Agreement and the acquisition of the Property
by Grantee. Upon approval by Grantor, the authorizing resolution or other action
shall be attached to this Agreement as Exhibit B.
3.4. Grantee shall have deposited, or caused to be deposited, into escrow all funds
beyond those granted under this Agreement that are needed for Grantee to complete
the Project.
3.5. Concurrently with this Agreement, WCB and Grantee have entered into
Subgrant Agreement No. SG-TBD by WCB Accounting, pursuant to which WCB
agrees to subgrant to Grantee the entire federal share of funding to facilitate
Grantee’s acquisition of the Property.
4.DISBURSEMENT PROCEDURE
Except as provided in Section 17, upon satisfaction of all of the above Conditions of
Grant, and subject to approval of the Project by the Wildlife Conservation Board at a duly
noticed public meeting, Grantor shall disburse the Grant Funds directly into an escrow
account established for the Project according to the following procedure:
4.1. Grantee shall request disbursement of the Grant Funds by sending a letter to
the Grantor (“Disbursement Request”). The Disbursement Request shall be signed
by an authorized representative of Grantee and shall contain all of the following:
a.Name and address of Grantee;
b.Project Name and Number of Grant Agreement;
c.Dollar amount and purpose of disbursement;
d.Name, address and telephone number of the title company or escrow
holder, name of the escrow officer, and the escrow account number to which
the Grant Funds will be disbursed; and
e.A certification by Grantee that all funds (exclusive of the Grant Fund s
to be provided under this Agreement) needed to complete the Project have
been secured and have been or will be deposited to escrow prior to or at the
same time as the requested Grant Funds.
4.2. After receipt of the Disbursement Request, Grantor will promptly and timely
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(estimated to be 45 working days from the date Grantor receives the Disbursement
Request) disburse an amount not to exceed Four Million Eight Hundred Thousand
Dollars ($4,800,000.00) into the designated escrow account.
5.GRANTEE’S COVENANTS
In consideration of Grantor’s disbursement of the Grant Funds, Grantee hereby
covenants and agrees as follows:
5.1. The Grant 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.
5.2. The Property shall be held, used, operated, managed and maintained only in
a manner that is consistent with this Agreement, including the “Purposes of Grant”
set forth in Section 2.
5.3. Grantee shall recognize the cooperative nature of the Project and shall provide
credit to the Grantor, the California Department of Fish and Wildlife (“CDFW”) and
any other contributor on signs, demonstrations, promotional materials,
advertisements, publications or exhibits prepared or approved by Grantee
referencing the Project. Subject to the mutual agreement of Grantor and Grantee
regarding text, design and location, Grantee shall post sign(s) on the Property to
indicate the participation of Grantor and CDFW in Grantee’s purchase of the Property;
provided however, that the sign(s) shall display Grantor’s logo, as shown on
Exhibit C.
5.4 Grantee shall pay before delinquency all taxes, assessments (general and
special), fees, an charges of whatever description levied on or assessed against the
Property by competent authority (collectively “Taxes”), and shall furnish Grantor with
satisfactory evidence of payment upon request. Grantee shall keep the Property free
from any liens including, without limitation, those arising out of any obligations
incurred by Grantee for any labor or materials furnished or alleged to have been
furnished to or for Grantee at or for use on the Property.
5.5. 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, acting through the Executive Director of the Wildlife Conservation
Board (“WCB”), or its successor. Such approval shall not be unreasonably withheld
as long as the Property shall continue to be held and used only in a manner consistent
with this Agreement, including the Purposes of Grant set forth in Section 2, and each
successor-in-interest assumes and agrees in writing to be bound by the terms,
covenants and conditions of this Agreement.
5.6. “Mitigation” as used in this Agreement means to satisfy any requirement or
condition imposed by any permit, agreement, authorization or entitlement for use,
including but not limited to any requirement to compensate for or otherwise offset
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impacts of any activity. The Property may not be used for Mitigation without the
prior written approval of the State of California, acting through the Executive
Director of WCB or its successor. Provided, however, that under no circumstances
shall the Property be used for any Mitigation that is: (a) inconsistent with this
Agreement, or (b) based upon (i) the protection of the Property resulting from its
acquisition or ownership by Grantee, or (ii) any activity on the Property (including
but not limited to restoration) to cure, correct or otherwise remedy any breach or
default of this Agreement. If the State approves any Mitigation under this section,
such approval shall be for the purposes of this Agreement only. Actual Mitigation
requirements and conditions will be established and enforced by the authorities
imposing them.
5.7. 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 of California, acting
through the Executive Director of WCB, or its successor.
5.8. Grantee shall record or cause to be recorded, concurrently with close of
escrow for the purchase of the Property, a Notice of Unrecorded Grant Agreement
(the “Notice”), incorporating by reference this Agreement and giving public notice that
Grantee received funds under this Agreement in order to assist Grantee in acquiring
the Property and that, in consideration for the receipt of the Grant Funds, Grantee
has agreed to the terms of this Agreement. The Notice shall be in the form of
Exhibit D.
5.9. Grantee shall provide to Grantor, promptly following the close of escrow, a
conformed copy of the recorded deed(s) and Notice, with all recording information,
as well as a copy of the final closing or settlement statement and the title insurance
policy insuring Grantee as the owner of fee simple title to the Property subject only to
those matters approved by Grantor under Section 3.1 of this Agreement. Grantee
shall also provide copies of such other documents related to the closing of the above
transaction as requested by Grantor. These documents shall become part of the
project file maintained by Grantor.
5.10. At the request of Grantor, not less than once in any period of three calendar
years, Grantee shall allow designated staff of Grantor to access the Property to
assess compliance with the terms, covenants and conditions of this Agreement.
5.11. Grantee agrees to ensure that the terms and conditions of this Grant
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. Grantee
agrees to notify Grantor prior to any such proposed establishment.
6.BREACH AND DEFAULT
6.1. In the event of a breach of any of the terms, covenants or conditions of this
Agreement, Grantor shall give written notice to Grantee describing the breach. Notice
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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 Grantee at
Grantee’s address for notices set forth at the beginning of this Agreement.
6.2. If Grantee 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, Grantee
does not commence the cure within the 90-day period and diligently pursue it to
completion, then Grantee shall be in default (“Default”) under this Agreement.
6.3. Grantee shall also be in Default under this Agreement upon the discovery that
information given to Grantor by or on behalf of Grantee under or in connection with
obtaining this Agreement was materially false, incomplete or misleading. Notice of a
Default under this Section 6.3 shall be given in accordance with Section 6.1.
7.REMEDIES
In the event of a Default under this Agreement, in addition to any and all remedies
available at law or in equity, Grantor shall have the following remedies:
7.1. Grantor may seek specific performance of this Agreement. Grantee agrees
that payment by Grantee to Grantor of an amount equal to the Grant Funds disbursed
under this Agreement would be inadequate compensation to Grantor for any Default
because the benefit to be derived by Grantor from full compliance by Grantee with
the terms of this Agreement is wildlife habitat preservation, protection of threatened
and endangered species, and for compatible public or private 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 Grantor by way of Grant
Funds under this Agreement.
7.2. Grantor may require Grantee to convey a conservation easement over the
Property in favor of Grantor (or, at the election of Grantor, another entity or
organization authorized by California law to acquire and hold conservation
easements and that is willing and financially able to assume all of the obligations of
Grantee), and to pay a sum to Grantor which, when combined with the fair market
value of the conservation easement, equals the sum granted to Grantee pursuant to
this Agreement, together with interest compounded sem i-annually starting from the
date of this Agreement to and including the date of payment, at a rate equivalent to
that which is being earned at the time of Default on deposits in the State of California’s
Pooled Money Investment Account. The conservation easement shall be for the
purposes of wildlife habitat preservation, protection of threatened and endangered
species, and for compatible public or private 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 a fair market value
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
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and acceptable to Grantor. The appraisal shall be prepared pursuant to USPAP and,
if required by law, approved by the Department of General Services.
7.3. Despite the contrary provisions of Article 6 of this Agreement, if Grantor
determines that circumstances require immediate action to prevent or mitigate
interference with the Purposes of Grant arising from a breach of this Agreement, then
Grantor may pursue its remedies without waiting for the period provided for cure to
expire.
8.NONPROFIT ORGANIZATION GRANTEE
If Grantee is a nonprofit organization and the existence of Grantee is terminated for
any reason, title to all interest in real property acquired with state funds shall immediately
vest in the State of California. However, prior to that termination, upon approval of Grantor,
another public agency or nonprofit organization may receive title to all or a portion of that
interest in real property by recording its acceptance of title in writing. Any deed or other
instrument of conveyance whereby real property is being acquired by a nonprofit
organization pursuant to this Section 8 shall be recorded and shall set forth the executory
interest or right of entry on the part of the State of California.
9.TERM
9.1. This Agreement shall be deemed executed and effective when signed by an
authorized representative of each party and received in the respective offices of
Grantee and Grantor, together with the resolution described in Section 3.3 . Grantee
and Grantor shall each sign two original Agreements. Grantee shall receive one
completely executed original and Grantor shall receive one completely executed
original.
9.2. The term of this Agreement will commence on the date authorized by the
Wildlife Conservation Board, as set forth in Section 16 and, unless previously
terminated as provided in Section 9.3, will expire on May 25, 2023, if escrow has not
closed by that date.
9.3. Prior to Grantee’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. If this Agreement
is terminated after Grantor’s deposit of the Grant Funds into escrow but before close
of escrow for Grantee’s acquisition of the Property, Grantee shall cause the escrow
holder to immediately return all Grant Funds to Grantor and Grantee shall bear all
costs and expenses of such termination.
9.4. The provisions of this Agreement that are not fully performed as of the close
of escrow, including but not limited to Section 2 (Purposes of Grant) and Section 5
(Grantee’s Covenants), shall survive the close of escrow for Grantee’s acquisition of
the Property and remain in full force and effect.
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10.LIABILITY; MODIFICATIONS; INTERPRETATION
10.1. Grantee shall indemnify, protect and hold harmless Grantor, 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, ownership, use, management, operation or maintenance of the
Property, except that Grantee shall have no obligation to indemnify or hold harmless
an Indemnified Party for Claims caused by t he negligent or wrongful act of that
Indemnified Party.
10.2. This Agreement may be modified only by written amendment signed by
Grantor and Grantee. No prior or contemporaneous oral understanding or agreement
not incorporated in this Agreement shall be binding on either of the parties.
10.3. All references herein to “Grantee” are intended to refer to Grantee or its
designee, successor or assignee as may be approved by Grantor.
10.4. 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 provis ions of this
Agreement are severable.
10.5. Grantee, 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, office r, agent, employee or representative of
Grantor.
10.6. This Agreement is not assignable or transferable by Grantee, either in whole
or in part, except in connection with a transfer of the Property approved by Grantor
under Section 5.4 of this Agreement.
10.7. Any costs incurred by Grantor, where Grantor is the prevailing party, in
enforcing the terms of this Agreement against Grantee, 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 Grantee.
10.8. Enforcement of the terms of this Agreement by Grantor shall be at the
discretion of Grantor, and any forbearance by Grantor 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 Grantor under it.
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10.9. Grantor will notify Grantee as promptly as possible following Grantor’s receipt
of any request for information related to the Project under the California Public
Records Act (Government Code Section 6250 et seq.).
11.CONDEMNATION
If the Property is, or is under threat of being, taken by exercise of eminent domain,
Grantee shall promptly notify Grantor in writing. 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,
Grantor and Grantee 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. Grantor shall be entitled to the share of the Award (as defined below) which
equals the ratio of the Grant Funds provided by Grantor to the purchase price Grantee paid
to acquire the Property (e.g., if Grantor provided $50,000.00 of Grant Funds and the
purchase price was $75,000.00, then Grantor would be entitled to two-thirds 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 Grantee in connection with the taking or purchase.
12.AUDIT
Grantee 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 final disbursement by Grantor. During such time,
Grantee 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 th is Agreement or otherwise
authorized in writing by Grantor shall be borne by Grantee. The audit shall be confined to
those matters connected with this Agreement, including but not limited to administration and
overhead costs.
13.UNION ORGANIZING
By signing this Agreement, Grantee hereby acknowledges the applicability of
Government Code Sections 16645 through 16649 to this Agreement and certifies that:
13.1. No state funds disbursed by this grant will be used to assist, promote or deter
union organizing;
13.2. Grantee shall account for state funds disbursed for a specific expenditure by
this grant, to show those funds were allocated to that expenditure;
13.3. Grantee shall, where state funds are not designated as described in
Section 13.2 above, allocate, on a pro-rata basis, all disbursements that support the
grant program; and
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13.4. If Grantee makes expenditures to assist, promote or deter union organizing,
Grantee will maintain records sufficient to show that no state funds were used for
those expenditures, and that Grantee shall provide those records to the Attorney
General upon request.
14.NON-DISCRIMINATION
During the performance of this Agreement, Grantee 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 (incl uding HIV
and AIDS), mental disability, medical condition, marital status, military and veteran status,
age (over 40), sex, sexual orientation, gender identity, gender expression, or use of family-
care leave, medical-care leave, or pregnancy-disability leave. Grantee 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. Grantee shall comply with the provisions of 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.).
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) are incorporated by reference into this Agreement. Grantee shall give
written notice of its obligations under this non -discrimination clause to labor organizations
with which Grantee 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. Grantee shall also include the nondiscrimination and
compliance provisions of this Agreement in all contracts related to the Project.
15.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
Exhibit B – Certified Resolution or Other Action of Governing Body of Grantee
Exhibit C – Grantor’s Logo
Exhibit D – Form of Notice of Unrecorded Grant Agreement
Exhibit D – Public Access Trails
16.AUTHORIZATION
The signature of the Executive Director certifies that at the Wildlife Conservation
Board meeting held on May 26, 2022, the Board authorized the award of an acquisition grant
to Grantee as provided in this Agreement.
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17.NON-AVAILABILITY OF FUNDS
Grantor shall not be obligated to disburse any Grant Funds under this Agreement
unless and until the bond cash proceeds identified for allocation to the Project (as further
specified in the Funding Certification attached to this Agreement) are released by the State
Treasurer’s Office to Grantor for expenditure for this grant. Despite any contrary provision
of this Agreement, no request for disbursement submitted prior to the release of such bond
cash proceeds to Grantor shall be effective.
18.COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one, and the same instrument.
19.ELECTRONIC SIGNATURES
The Parties agree to accept electronic signatures (as defined in Section 1633.2 of the
California Civil Code), faxed versions of an original signature, or electronically scanned and
transmitted versions (e.g., via pdf) of an original signature.
IN WITNESS WHEREOF, this 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 hereby agrees to the terms and
conditions referenced on pages 1 through 11, along with Exhibits A through E, of this
Agreement.
STATE OF CALIFORNIA GRANTEE:
WILDLIFE CONSERVATION BOARD THE CITY OF RANCHO PALOS VERDES
By: By:
John P. Donnelly David L. Bradley
Title: Executive Director Title: City Mayor
Date: Date:
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Project Name:
County:
Project ID:
FUNDING CERTIFICATION:
I hereby certify that (a) the following funds will be encumbered on behalf of Grantor; and
(b) Grant Funds shall not be disbursed unless and until sufficient proceeds from the source
identified below become available to Grantor to disburse.
Fiscal Officer Date
Grantee: Organization name
Mailing Address
City, State Zip
Contact Name
Contact Telephone No.
Contact Facsimile No.
WCB Grant Agreement #: WC–
Agreement Term: to
WCB Grant Amount:
Fund Source:
Appropriation Item: Chapter ______________, Statutes of __________
Item ______________
Expenditure Code:
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EXHIBIT A
(Legal Description)
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 1, AS SHOWN ON LOT LINE ADJUSTMENT NO. SUB2003-00025, AS
EVIDENCED BY A CERTIFICATE OF COMPLIANCE NO. SUB2004-00004,
RECORDED AUGUST 9, 2004 AS INSTRUMENT NO. 04-2035438 OF OFFICIAL
RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1 AS DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MAY
4, 1999 AS INSTRUMENT NO. 99-0792964 AND PARCEL 2 AS 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 PARCEL 2 LYING
NORTHERLY AND EASTERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE MOST WESTERLY CORNER OF LOT 16 IN BLOCK 4 OF
TRACT 14195, AS SHOWN BY MAP 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" WEST 165.00 FEET, THENCE NORTH 09°
54' 54" WEST 990.00 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 AND BRIDLE TRAILS ONLY, OVER AND
ALONG THAT PORTION OF LOT 1 OF TRACT NO. 13836, IN THE CITY OF
RANCHO PALOS VERDES, INCLUDED WITHIN A STRIP OF LAND 5.00 FEET
WIDE, EXTENDING FROM THE NORTHWESTERLY TO THE SOUTHEASTERLY
BOUNDARY OF SAID LOT, THE NORTHEASTERLY LINE OF WHICH IS THE
SOUTHWESTERLY LINE OF THE 25.00 FOOT PRIVATE ROAD SHOWN ON SAID
MAP.
EXCEPT THEREFROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE
LAND DESCRIBED IN PARCEL 2 ABOVE.
PARCEL C:
THAT CERTAIN REAL PROPERTY IN THE CITY OF RANCHO PALOS VERDES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS
FOLLOWS:
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BEING A PORTION OF PARCEL “A” OF LOT LINE ADJUSTMENT NO. SUB2004-
00001, RECORDED JANUARY 27, 2005, AS INSTRUMENT NO. 05 0200143 OF
EXHIBIT A
(Continued)
OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY LYING SOUTHERLY OF THE FOLLOWING 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” W. 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 105.45
FEET; THENCE 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 A.
APN: 7573-003-016,7572-012-028, 7572-012-029, 7581-023-035, 7581-023-037
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EXHIBIT B
(Resolution)
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EXHIBIT C
(WCB Logo)
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EXHIBIT D
(Notice of Unrecorded Grant Agreement)
RECORDING REQUESTED BY:
)
[Insert Grantee Name and Address] )
)
)
)
)
WHEN RECORDED, RETURN TO:
State of California )
Wildlife Conservation Board )
Attn: Executive Director )
Mailing address: P.O. Box 944209 )
Sacramento, California 94244-2090 )
Project Name:________________ Space above line for Recorder’s use
County:_____________________
NOTICE OF UNRECORDED GRANT AGREEMENT
(WITH COVENANTS AFFECTING REAL PROPERTY)
This Notice of Unrecorded Grant Agreement (“Notice”), dated as of
_________________, 20____, is made by ___________________________ (“Grantee”)
and recorded concurrently with the Deed described below, to provide notice of an
agreement between Grantee and the Wildlife Conservation Board (“Grantor” or “WCB”), a
subdivision of the State of California, affecting the real property described below .
1. WCB and Grantee have entered into the California Wildlife Conservation
Board Grant Agreement for Acquisition of Fee Interest, Grant Agreement No. WC-
____________ (“Grant” or “Agreement”), pursuant to which WCB grants to Grantee certain
funds for Grantee’s acquisition of fee title to approximately ________ acres of real property
located in the County of ________________, Califo rnia (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 Grant.
2. Grantee agrees under the terms of the Grant to execute this Notice to give
notice that Grantee received funds under the Agreement to assist Grantee in acquiring the
Property and that, in consideration of the Grant Funds, Grantee has agreed to the terms of
the Grant. The Grant is incorporated by reference into this Notic e.
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3. Grantee covenants and agrees in Section 5 of the Agreement as follows:
3.1. The Property shall be held, used, operated, managed and maintained
only in a manner that is consistent with the Agreement, including the following
“Purposes of Grant” set forth in Section 2 of the Agreement:
The Property shall be held and used for the purposes of match
Purposes of Grant in Section 2 of Grant Agreement (individually
and collectively, the “Purposes of Grant”).
3.2 Grantee shall pay before delinquency all taxes, assessments (general and
special), fees, an charges of whatever description levied on or assessed
against the Property by competent authority (collectively “Taxes”), and shall
furnish Grantor with satisfactory evidence of payment upon request. Grantee
shall keep the Property free from any liens including, without limitation, those
arising out of any obligations incurred by Grantee for any labor or materials
furnished or alleged to have been furnished to or for Grantee at or for use on
the Property.
3.3. 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, acting through the Executive Director of the
Wildlife Conservation Board (“WCB”) or its successor. .
3.4. The Property may not be used to satisfy any requirement or condition
imposed by any permit, agreement, authorization or entitlement for use
(“Mitigation”), including but not limited to any requirement to compensate for
or otherwise offset impacts of an activity, without the written approval of the
State acting through the Executive Director of WCB or its successor.
3.5. 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 of
California, acting through the Executive Director of WCB or its successor.
3.6. At the request of Grantor, not less than once in any period of three
calendar years, Grantee shall allow designated staff of Grantor to access the
Property to assess compliance with the terms, covenants and conditions of
this Agreement.
3.7. Grantee 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.
Grantee agrees to notify WCB prior to any such proposed establishment.
4. Pursuant to Section 7 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, Grantor may
seek specific performance of the Grant and may require Grantee to convey a conservation
easement over the Property in favor of Grantor (or, at the election of Grantor, another
entity or organization authorized by California law to acquire and hold conservation
easements and that is willing and financially able to assume all of the obligations and
responsibilities of Grantee), and to pay a sum to Grantor which, when combined with the
fair market value of the conservation easement, equals the sum granted to Grantee
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pursuant to the Agreement, together with interest thereon as provided in the Agreement.
5. Pursuant to Section 8 of the Agreement, if Grantee is a nonprofit organization
and the existence of Grantee is terminated for any reason, title to all interest in real
property acquired with state funds shall immediately vest in the State of California.
However, prior to that termination, upon approval of Grantor, another public agency or
nonprofit organization may receive title to all or a portion of that interest in real property by
recording its acceptance of title in writing. Any deed or other instrument of conveyance
whereby real property is being acquired by a nonprofit organization pursuant to this section
shall be recorded and shall set forth the executory interest and right of entry on the part of
the State of California.
6. Pursuant to Section 9 of the Agreement, the Grant shall remain in full force
and effect from and after the close of escrow for the acquisition of the Property.
7. Pursuant to Section 10 of the Agreement, the Grant shall be binding upon
Grantee and all designees, successors and assigns of Grantee.
8. Pursuant to Section 11 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, Grantor and Grantee 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. Grantor shall be entitled to the share of the Award which
equals the ratio of the Grant Funds provided by Grantor to the purchase price Grantee
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. Grantee 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 b e
made to the California Wildlife Conservation Board Grant Agreement for Acquisition of Fee
Interest by and between WCB and Grantee that commenced _______________, 20____,
and is on file with the Wildlife Conservation Board, 1700 9th Street, 4th Floor, Sacramento,
California 95811; mailing address: Wildlife Conservation Board, c/o Department of Fish
and Wildlife, P. O. Box 944209, Sacramento, CA 94244-2090.
GRANTEE:
_______________________________
By:_____________________________
Print Name:______________________
Title:____________________________
[Notary Acknowledgment]
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EXHIBIT D
(Public Access Trails)
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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.
Rancho Palos Verdes, CA 90275
Attn: Ara Michael Mihranian, City Manager
Phone: 310-544-5202
E-mail: aram@rpvca.gov
Federal Employer ID No./Taxpayer ID No.: 95-2867872
Project Name: 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-TBD WCB Accounting
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
Attn: Grant Coordinator
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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 Sp ecies 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 inc orporated 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. WC-TBD by WCB Accounting, 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 publ ic 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”).
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.
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.
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
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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 [or
in-kind match] 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
deposit, WCB will promptly and timely request payment of the same amount from the
State Treasury for deposit into Escrow.
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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 t he
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
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
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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 c losing 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.
l. 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.
m. Subgrantee shall not allow public access on the Property unless
CDFW and USFWS determine in writing that public access is compatible with the
Purpose of Subgrant and the associated project narrative. If public access is
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determined to be compatible by CDFW and USFWS, a public access plan will be
developed for the Property by the Subgrantee which shall be reviewed and
approved by both CDFW and USFWS 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 acco rdance 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:
8.1. 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 or private 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
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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 public or private 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 Agreemen t, 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
9.1. 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 s hall 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.
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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,
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 Agree ment 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,
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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
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
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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
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
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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) Any available drug counseling, rehabilitation, and employee
assistance programs; and
(iv) The penalties that may be imposed upon employees for drug
abuse violations.
c. Requiring that every employee engaged in the performance of this
Agreement :
(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 carr y
out the requirements set forth above.
D-13
14
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 – Approved 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 pa ges 1 through 14, along with
Exhibits A – H, of this Agreement.
STATE OF CALIFORNIA GRANTEE:
WILDLIFE CONSERVATION BOARD THE CITY OF RANCHO PALOS
VERDES
By: By:
John P. Donnelly David L. Bradley
Title: Executive Director Title: City Mayor
Date: Date:
D-14
EXHIBIT A
(Legal Description and APNs of Property)
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 1, AS SHOWN ON LOT LINE ADJUSTMENT NO. SUB2003-00025, AS
EVIDENCED BY A CERTIFICATE OF COMPLIANCE NO. SUB2004-00004,
RECORDED AUGUST 9, 2004 AS INSTRUMENT NO. 04-2035438 OF OFFICIAL
RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1 AS DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED MAY 4,
1999 AS INSTRUMENT NO. 99-0792964 AND PARCEL 2 AS 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 PARCEL 2 LYING
NORTHERLY AND EASTERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE MOST WESTERLY CORNER OF LOT 16 IN BLOCK 4 OF
TRACT 14195, AS SHOWN BY MAP 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" WEST 165.00 FEET, THENCE NORTH 09°
54' 54" WEST 990.00 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 AND BRIDLE TRAILS ONLY, OVER AND
ALONG THAT PORTION OF LOT 1 OF TRACT NO. 13836, IN THE CITY OF
RANCHO PALOS VERDES, INCLUDED WITHIN A STRIP OF LAND 5.00 FEET WIDE,
EXTENDING FROM THE NORTHWESTERLY TO THE SOUTHEASTERLY
BOUNDARY OF SAID LOT, THE NORTHEASTERLY LINE OF WHICH IS THE
SOUTHWESTERLY LINE OF THE 25.00 FOOT PRIVATE ROAD SHOWN ON SAID
MAP.
EXCEPT THEREFROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE
LAND DESCRIBED IN PARCEL 2 ABOVE.
PARCEL C:
THAT CERTAIN REAL PROPERTY IN THE CITY OF RANCHO PALOS VERDES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
D-15
16
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 FOLLOWING 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” W. 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 105.45
FEET; THENCE 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 A.
APN: 7573-003-016,7572-012-028, 7572-012-029, 7581-023-035, 7581-023-037
D-16
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 sha ll 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
D-17
EXHIBIT C
(Commitment to Management Funding)
D-18
OMB Number: 4040-0009
Expiration Date: 02/28/2022
ASSURANCES - CONSTRUCTION PROGRAMS
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND
BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY.
Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0042), Washington, DC 20503.
Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the
Awarding Agency. Further, certain Federal assistance awarding agencies may require applicants to certify to additional
assurances. If such is the case, you will be notified.
As the duly authorized representative of the applicant:, I certify that the applicant:
NOTE:
1.Has the legal authority to apply for Federal assistance,
and the institutional, managerial and financial capability
(including funds sufficient to pay the non-Federal share
of project costs) to ensure proper planning,
management and completion of project described in
this application.
2.Will give the awarding agency, the Comptroller General
of the United States and, if appropriate, the State,
the right to examine all records, books, papers, or
documents related to the assistance; and will establish
a proper accounting system in accordance with
generally accepted accounting standards or agency
directives.
3.Will not dispose of, modify the use of, or change the
terms of the real property title or other interest in the
site and facilities without permission and instructions
from the awarding agency. Will record the Federal
awarding agency directives and will include a covenant
in the title of real property acquired in whole or in part
with Federal assistance funds to assure non-
discrimination during the useful life of the project.
4.Will comply with the requirements of the assistance
awarding agency with regard to the drafting, review and
approval of construction plans and specifications.
5.Will provide and maintain competent and adequate
engineering supervision at the construction site to
ensure that the complete work conforms with the
approved plans and specifications and will furnish
progressive reports and such other information as may be
required by the assistance awarding agency or State.
6.Will initiate and complete the work within the applicable
time frame after receipt of approval of the awarding agency.
7.Will establish safeguards to prohibit employees from
using their positions for a purpose that constitutes or
presents the appearance of personal or organizational
conflict of interest, or personal gain.
8.Will comply with the Intergovernmental Personnel Act
of 1970 (42 U.S.C. §§4728-4763) relating to prescribed
standards of merit systems for programs funded
under one of the 19 statutes or regulations specified in
Appendix A of OPM's Standards for a Merit System of
Personnel Administration (5 C.F.R. 900, Subpart F).
9.Will comply with the Lead-Based Paint Poisoning
Prevention Act (42 U.S.C. §§4801 et seq.) which
prohibits the use of lead-based paint in construction or
rehabilitation of residence structures.
10.Will comply with all Federal statutes relating to non-
discrimination. These include but are not limited to: (a)
Title VI of the Civil Rights Act of 1964 (P.L. 88-352)
which prohibits discrimination on the basis of race,
color or national origin; (b) Title IX of the Education
Amendments of 1972, as amended (20 U.S.C. §§1681
1683, and 1685-1686), which prohibits discrimination
on the basis of sex; (c) Section 504 of the
Rehabilitation Act of 1973, as amended (29) U.S.C.
§794), which prohibits discrimination on the basis of
handicaps; (d) the Age Discrimination Act of 1975, as
amended (42 U.S.C. §§6101-6107), which prohibits
discrimination on the basis of age; (e) the Drug Abuse
Office and Treatment Act of 1972 (P.L. 92-255), as
amended relating to nondiscrimination on the basis of
drug abuse; (f) the Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (P.L. 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or
alcoholism; (g) §§523 and 527 of the Public Health
Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee
3), as amended, relating to confidentiality of alcohol
and drug abuse patient records; (h) Title VIII of the
Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as
amended, relating to nondiscrimination in the sale,
rental or financing of housing; (i) any other
nondiscrimination provisions in the specific statue(s)
under which application for Federal assistance is being
made; and (j) the requirements of any other
nondiscrimination statue(s) which may apply to the
application.
Previous Edition Usable Authorized for Local Reproduction Standard Form 424D (Rev. 7-97)
Prescribed by OMB Circular A-102
EXHIBIT D
D-19
11.Will comply, or has already complied, with the
requirements of Titles II and III of the Uniform Relocation
Assistance and Real Property Acquisition Policies Act of
1970 (P.L. 91-646) which provide for fair and equitable
treatment of persons displaced or whose property is
acquired as a result of Federal and federally-assisted
programs. These requirements apply to all interests in real
property acquired for project purposes regardless of
Federal participation in purchases.
12.Will comply with the provisions of the Hatch Act (5 U.S.C. §
§1501-1508 and 7324-7328) which limit the political
activities of employees whose principal employment
activities are funded in whole or in part with Federal funds.
13.Will comply, as applicable, with the provisions of the Davis-
Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act
(40 U.S.C. §276c and 18 U.S.C. §874), and the Contract
Work Hours and Safety Standards Act (40 U.S.C. §§327-
333) regarding labor standards for federally-assisted
construction subagreements.
14.Will comply with flood insurance purchase requirements of
Section 102(a) of the Flood Disaster Protection Act of 1973
(P.L. 93-234) which requires recipients in a special flood
hazard area to participate in the program and to purchase
flood insurance if the total cost of insurable construction
and acquisition is $10,000 or more.
15.Will comply with environmental standards which may be
prescribed pursuant to the following: (a) institution of
environmental quality control measures under the National
Environmental Policy Act of 1969 (P.L. 91-
190) and Executive Order (EO) 11514; (b) notification
of violating facilities pursuant to EO 11738; (c)
protection of wetlands pursuant to EO 11990; (d)
evaluation of flood hazards in floodplains in accordance
with EO 11988; (e) assurance of project consistency
with the approved State management program
developed under the Coastal Zone Management Act of
1972 (16 U.S.C. §§1451 et seq.); (f) conformity of
Federal actions to State (Clean Air) implementation
Plans under Section 176(c) of the Clean Air Act of
1955, as amended (42 U.S.C. §§7401 et seq.); (g)
protection of underground sources of drinking water
under the Safe Drinking Water Act of 1974, as
amended (P.L. 93-523); and, (h) protection of
endangered species under the Endangered Species Act
of 1973, as amended (P.L. 93-205).
16.Will comply with the Wild and Scenic Rivers Act of
1968 (16 U.S.C. §§1271 et seq.) related to protecting
components or potential components of the national
wild and scenic rivers system.
17.Will assist the awarding agency in assuring compliance
with Section 106 of the National Historic Preservation
Act of 1966, as amended (16 U.S.C. §470), EO 11593
(identification and protection of historic properties), and
the Archaeological and Historic Preservation Act of
1974 (16 U.S.C. §§469a-1 et seq).
18.Will cause to be performed the required financial and
compliance audits in accordance with the Single Audit
Act Amendments of 1996 and OMB Circular No. A-133,
"Audits of States, Local Governments, and Non-Profit
Organizations."
19.Will comply with all applicable requirements of all other
Federal laws, executive orders, regulations, and policies
governing this program.
SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE
SF-424D (Rev. 7-97) Back
APPLICANT ORGANIZATION
DATE SUBMITTED
20.Will comply with the requirements of Section 106(g) of
the Trafficking Victims Protection Act (TVPA) of 2000, as
amended (22 U.S.C. 7104) which prohibits grant award
recipients or a sub-recipient from (1) Engaging in severe
forms of trafficking in persons during the period of time
that the award is in effect (2) Procuring a commercial sex
act during the period of time that the award is in effect or
(3) Using forced labor in the performance of the award or
subawards under the award.
D-20
EXHIBIT E
(Certified Resolution or Other Action of Governing Body of Subgrantee)
D-21
EXHIBIT F
(WCB Logo)
D-22
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: ________________ Space above line for Recorder’s use
County:_____________________
APN:
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.
D-23
3. Subgrantee covenants and agrees in Section 6.1 of the Agreement as
follows:
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 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. Subrantee 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
D-24
applicable federal requirements (including, but not limited to, 50 C.F.R.
Section 81.13) then Subgrantee shall allow des ignated 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.
D-25
4. 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 cond emning
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 purc hase 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.
D-26
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. O. Box 944209, Sacramento, CA 94244-
2090.
SUBGRANTEE:
_______________________________
By:_____________________________
Print Name:______________________
Title:____________________________
[Notary Acknowledgment]
D-27
EXHIBIT H
(Public Access Trails)
D-28
EXHIBIT C
Commitment for Management and Funding
The undersigned is the City Manager of the City of Rancho Palos Verdes, Ara
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:
Explain the management experience and/or policies that have been adopted by
your organization that qualify you to manage this property.
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 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 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:
(PURPOSE FROM SECTION 3.2 OF THE SUBGRANT
AGREEMENT)
D-29
Specify what you anticipate will be involved in managing the property and the
associated costs. For example, cost of inspections/monitoring, manpower,
fencing, etc. What is your estimate of the annual management costs?
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:
• Biological monitoring including Habitat Tracking and Covered Species
monitoring
• NCCP/HCP required reporting on habitat conservation goals
• Habitat restoration
• Invasive plant removal
• Regular coordination with Wildlife Agencies and Preserve Habitat Manager
(PVPLC)
• Public Safety and Enforcement services (City Park Ranger Program, LA
County Fire Department, and LA County Sheriff’s Office)
• Trail and road maintenance
• Litter/Sanitation control
• Fuel Modification
• Signage
• Access control
• Spur/social trail closures
• Public 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/H CP
required annual reporting. Per the NCCP/HCP, during the 50-year permit term,
the City is required to dedicate $1,535,419 annually toward Preserve management
and the PVPLC is required to dedicate $250,019 annually toward Preserve
management. Additionally, the City maintains a dedicated Habitat Restoration
Fund as part of the approved City budget, with at least $50,000, adjusted annually
for inflation 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 minimum thresholds are being met.
Because the City’s financial 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 amenities) to the Lower Filiorum and Plumtree
properties, the City anticipates absorbing the management costs within its existing
NCCP/HCP financial requirements. Capital Improvement Projects may be
considered by the City Council to improve two public social access trails, or to
make modifications to existing fire roads for utility/public safety access. However,
a large portion of the City’s trail system is maintained through the Volunteer Trail
D-30
Crew at low cost. Additionally, there will be new costs associated with fuel
modification to be performed on the acquired property.
In furtherance of the commitment set forth above, and in order to manage the
property consistent with the Purposes of this Subgrant. Specify the endowment is
for this project and shall be available to manage the property in perpetuity. What
factors did you consider when making the determination the endowment is
sufficient to manage the property?. How will the endowment be invested to ensure
there will be sufficient funds in the future for management? What will you do if the
endowment runs out?
To assure maintenance of the Preserve once the 50-year NCCP/HCP Permits
expire, beginning in 2006, the City began providing an annual payment to the
PVPLC with a minimum of $10,000, adjusted annually using Consumer Price Index
(CPI-U) for a separate non-wasting endowment fund. The PVPLC manages the
endowment to cover its costs for post-Permit conservation management. The City
will continue to fulfill its funding responsibilities identified in the NCCP/HCP, in the
amount of at least $1,381,119 annually post-Permit Term. Additionally, a minimum
payment of $10,000 will be provided to the PVPLC by the City every year and
continuing for the Permit Term. Principal, interest, dividends and/earnings will
remain in the fund until 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 will assure sufficient funding for the
perpetual 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 conservation
easement requirements, reviewing permitted rights and approvals for acti vities,
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 Wildlife Agencies have coordinated to assure that the
endowment and PVPLC’s investment strategy will provide sufficient funding for
perpetual 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, Wildlife Agencies, and PVPLC;
the City is confident that the resources within the endowmen t will not run out.
Provide additional relevant information, e.g., The Subgrant Agreement anticipates
that Subgrantee may transfer the Property to [specify transferee] subject to the
conditions set forth in the Subgrant Agreement. Upon any such transfer
D-31
Subgrantee shall transfer the Endowment to the transferee. Will the endowment
be transferred with the property? If not, how will the transferee provide for
management?
The City does not intend to transfer the property to another party.
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: April 13, 2022
Subgrantee: Ara Mihranian
By:______________________________
Print Name: Ara Mihranian
Title: City Manager
D-32
ASSIGNMENT AND ASSUMPTION
OF
GRANT AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF GRANT AGREEMENT (Assignment),
dated for reference purposes only as of April 13, 2022 is made by and among the LOS
ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (District), a
California Special District; the Palos Verdes Peninsula Land Conservancy (PVPLC) (A),
a non-profit organization; and the City of Rancho Palos Verdes (City) (B), a municipality.
RECITALS
A. On ______________, _____, the PVPLC and the District entered into Grant
Agreement [XXXX-XX-XXXX] (Grant Agreement), for the acquisition of a certain 96-acre
Wildlife Corridor Assessor Parcel Numbers 7573-003-016; 7572-012-028; 7572-012-
029; 7581-023-035; and 7581-023-037 (portions thereof) (Property) in the southern part
of the City of Rancho Palos Verdes.
B. Immediately following the acquisition of the Property by PVPLC, PVPLC shall
convey a fee title of the Property to the City.
C. Concurrently with the conveyance of the Property to the City, the PVPLC wishes
to assign its rights and obligations as Grantee under the Grant Agreement to the City.
The City has agreed to accept the assignment and assume the obligations of the
PVPLC as Grantee under the Grant Agreement. The District is willing to consent to this
assignment and assumption subject to the terms and conditions of this Assignmen t.
D. The City has agreed to execute, and submit to the District for recording, a
Memorandum of Unrecorded Grant Agreement concurrently with this Assignment to
provide constructive notice of the obligations of the City as Grantee under the Grant
Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
by reference into this Assignment, the PVPLC, the City, and the District hereby agree to
the following:
1. Fee Title Ownership. The PVPLC hereby agrees to convey a fee type
ownership, executed _______________, ______, to the City pursuant to escrow
instructions in Escrow No. 00876927-021-BLA, Ticor Title Company, 1500 Quail Street,
3rd Floor, Newport Beach, CA 92660.
2. Assignment and Assumption. The PVPLC hereby assigns, conveys and
transfers to the City all right, title, interest, and obligations of the PVPLC as Grantee
under the Grant Agreement. The City hereby accepts such assignment and assumes
E-1
and agrees to be bound by all of the terms and provisions of the Agreement and
assumes all obligations of Grantee arising under the Grant Agreement.
3. Consent to Assignment, Assumption and Release. District consents to the
assignment by the PVPLC to the City, and to the assumption by the City of all rights,
title, interest and obligations of the PVPLC as Grantee under the Grant Agreement.
4. Deed Restriction. The City agrees to execute, and submit to the District for
recording, an original Deed Restriction concurrently with this Assignment.
5. Use and Transfer of Real Property. It is the intent of the parties that the
Property shall be held, used, operated, maintained and managed in accordance with the
Grant Agreement. The City shall not sell, transfer, exchange or otherwise convey the
Property (including any portion of it or any interest in it) (each, a “Transfer”) ex cept in
compliance with Section D.9 and D.10 of the Grant Agreement. Without limiting the
requirements of the Agreement, if the PVPLC desires or is required to sell, transfer,
exchange or otherwise convey the Property, in whole or in part, then District may
withhold its approval of such Transfer unless the PVPLC provides District with
satisfactory evidence that the transferee, its successors and assigns, shall have valid
and insurable permanent legal access to the Property, through the Property or
otherwise, under a recorded easement or similar interest that is appurtenant to the
Property.
6. Effectiveness of Assignment. This Assignment shall be deemed effective as of
the date executed by the last of the parties to do so (the effective date), and shall be
binding upon and inure to the benefit of the permitted successors and assigns of the
respective parties. Except as otherwise specifically provided in this Assignment, the
rights and obligations of the PVPLC, the City, and the District shall be those set forth in
the Grant Agreement.
7. Counterparts. The Parties may execute this Agreement in two or more
counterparts, which shall, in the aggregate, be si gned by all the Parties; each
counterpart shall be deemed an original instrument as against any party who has signed
it. In the event of any disparity between the counterparts produced, the recorded
counterpart shall be controlling.
E-2
IN WITNESS WHEREOF, District, the PVPLC, and the City have executed this
Assignment and Assumption of Grant Agreement as set forth below.
Dated: , 201_
Dated: , 201_
Dated: , 201_
LOS ANGELES COUNTY REGIONAL PARK
AND OPEN SPACE DISTRICT, a California
Special District
By:
Christina Angeles
District Administrator
Palos Verdes Peninsula Land Conservancy, a
non-profit organization
By:
[Name]
[Title]
The City of Rancho Palos Verdes, a municipality
By:
[Name]
[Title]
APPROVED AS TO FORM:
DAWYN HARRISON
Acting County Counsel
By:
Parjack Ghaderi
Principal Deputy County Counsel
E-3
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 1 of 17 Revised 11/17/2020
Grant Number:
Project Title:
Grant Award Amount:
Project Summary:
PARTIES TO AGREEMENT
Grantor ______
Los Angeles County
Regional Park and Open Space District
1000 South Fremont Avenue, Unit #40
Building A-9 East, Ground Floor
Grantee_____________________________
Alhambra, CA 91803
RECITALS
The Grantee listed below (“Grantee”) and the Los Angeles County Regional Park and Open Space
District (“RPOSD”) do hereby enter into this Grant Agreement (“Agreement”), and under the
terms and conditions of this Agreement, Grantee agrees to complete the project as described in
the Project Summary and RPOSD, acting through the Director of the County of Los Angeles
Department of Parks and Recreation and pursuant to Measure A, agrees to fund the project up
to the grant award amount indicated.
SPECIAL PROVISIONS:
F-1
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 2 of 17 Revised 11/17/2020
INTERPRETATION
In construing terms of this Agreement, the following rules shall apply:
Unless otherwise expressly noted, references in this base Agreement to paragraphs and
subparagraphs are to paragraphs and subparagraphs of this Agreement.
Singular nouns and phrases incorporating them (e.g., referring to objects, persons, events or
otherwise) shall be construed to also include the plural except where reference to a single item
is implied or necessary pursuant to the context of the word or phrase in question. Plural nouns
and phrases incorporating them shall be construed to also include the singular except where
reference to multiple items is implied or necessary pursuant to the context of the word or phrase
in question.
Reference in this Agreement to Federal, State, and/or other governmental statutes, codes, rules,
regulations, ordinance, guidelines, directives and/or policies, including those copies of which are
attached to this Agreement, shall mean and shall be to such statutes, codes, rules, regulations,
ordinances, guidelines, directives and/or polices as amended from time to time.
Unless expressly stated otherwise, all approvals, consents, or determinations by or on behalf of
RPOSD under this Agreement, will be in writing, and may be given or withheld in the sole
discretion or judgment of the person or entity authorized to provide or make such approval,
consent, or determination.
WORK
Pursuant to the provisions of this Agreement, the Grantee shall fully perform, complete and
deliver on time, all tasks, deliverables, services and other work as set forth in herein.
If the Grantee provides any tasks, deliverables, goods, services, or other work, other than as
specified in this agreement, the same shall be deemed to be a gratuitous effort on the part of the
Grantee, and the Grantee shall have no claim whatsoever against RPOSD.
GOOD STANDING POLICY
Good Standing describes a Grantee who is in compliance with all requirements stated in the Grant
Agreement, guidelines, policies, and procedures of RPOSD for both Proposition A and Measure
A. Good Standing is required of Grantees to receive any grant funds and processing from RPOSD.
F-2
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 3 of 17 Revised 11/17/2020
DEED RESTRICTION
To the maximum extent feasible, the Grantee shall cause to be recorded on the title of any real
property acquired and/or developed with funds from the Measure, a deed restriction requiring
compliance with the Measure A and the Grant Agreement, in perpetuity.
COMMUNITY ENGAGEMENT
The Grantee must conduct community outreach and engagement that meets the minimum
requirements, as defined in the Grant Administration Manual with the intent to ensure that
communities throughout Los Angeles County are aware of and can help determine spending
priorities for their projects and to facilitate a transparent process by which agencies report use
of Measure A funds.
BONDING POLICY
Bond funded projects must be completed within three (3) years from time the bond proceeds
are made available to the local jurisdiction by Los Angeles County. The time to complete projects
may be changed to reflect changes in federal law, regulations, and the interpretations of bond
counsel and the Los Angeles County agencies involved in the issuance of bonds. The application
materials submitted by jurisdictions intending to use bond funds to finance eligible projects shall
demonstrate the ability to meet this requirement. Failure to complete project within specified
time frame will result in loss of the Grantee’s Good Standing.
A. Definitions
1. Grantee: the party described as Grantee of this Contract and any future successor(s).
2. Application: the individual application, and its required attachments, for the grant
identified in this Agreement.
3. Board of RPOSD: The County of Los Angeles Board of Supervisors, acting in its capacity as
the governing body of the RPOSD.
4. RPOSD: The Los Angeles County Regional Park and Open Space District. Unless otherwise
specified herein, the Director of RPOSD, or designee, shall administer this agreement on
behalf of the RPOSD.
5. Grant Administration Manual: The document that details the policies and procedures for
administering grants awarded by RPOSD. It shall also include any subsequent
amendments or changes issued by the RPOSD and as described in this contract.
F-3
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 4 of 17 Revised 11/17/2020
6. Project Description: A one to three paragraph description of the project to be funded and
the resultant administrative work to be completed. The summary includes the following:
a) Identification of the applicant organization and a sentence or two about its credibility
to provide park projects; b) a sentence or two explaining the issue, problem or need for
the project; c) a brief statement of the expected measurable outcome(s) that the project
will produce; d) one or two sentences describing the methods to be utilized to achieve
the outcome(s).
7. Project Summary: 2 to 3 sentences summarizing the project. The sentences should be
concise and allow for a clear understanding of the proposed project.
8. Project Timeline: The period of time starting on the date of agreement execution and
ending on the grant closeout date. Only project costs incurred during the Project Timeline
are eligible for reimbursement.
9. Measure A/Measure: The Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers
Protection, and Water Conservation Measure, which voters approved on November 8,
2016.
B. Conditions
1. The Application and its required attachments, and any subsequent change or addition
approved by RPOSD, is hereby incorporated in this Agreement as though set forth in full.
2. The Grant Administration Manual, and any subsequent changes or additions thereto, and
Measure A also are hereby incorporated in this Agreement as though set forth in full.
3. As per the information on Page 1 of this contract, RPOSD grants the Grantee a sum of
money not to exceed the Grant Amount, in consideration and on the condition that the
sum be solely expended for the purposes set forth in the Project Description and under
the terms and conditions set forth in this Agreement.
4. Grantee agrees to furnish any additional funds necessary to complete the Project.
5. Grantee agrees to budget and appropriate annually, until completion of the Project, an
amount equal to the total estimated cost of the Project less the grant amount stated on
Page 1 of this Contract.
6. Any non-recreational use of the Project must be preapproved in writing by RPOSD, and if
approved, the Grantee agrees that any gross income earned from such non-recreational
uses of a Project shall be used for recreation development, additional acquisition,
operation or maintenance at the Project site, unless RPOSD approves otherwise in
writing.
F-4
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 5 of 17 Revised 11/17/2020
7. Grantee agrees that any gross income that accrues to a grant-assisted development
Project during and/or as part of the construction, from sources other than the intended
recreational uses, also shall be used for further development of that particular Project,
unless RPOSD approves otherwise in writing.
C. No Joint Venture
This Agreement is by and between RPOSD and the Grantee and is not intended, and shall not be
construed, to create the relationship of agent, servant, employee, partnership, joint venture or
association between RPOSD and the Grantee.
D. Liability and Indemnification
1. The Grantee shall indemnify, defend and hold RPOSD harmless from and against any and
all liability to any third party for or from loss, damage or injury to persons or property in
any manner arising out of, or incident to, the performance of this Agreement or the
planning, arranging, implementing, sponsoring or conducting of the Project or any other
operation, maintenance or activity by the Grantee.
2. The Grantee agrees to defend and indemnify RPOSD from all costs and expenses,
including attorney’s fees, in any action or liability arising under this Agreement or the
planning, arranging, implementing, sponsoring or conducting of the Project or any other
operation, maintenance or activity by the Grantee.
3. RPOSD shall have no liability for any debts, liabilities, deficits or cost overruns of the
Grantee.
4. The Grantee and RPOSD agree that the liability of RPOSD hereunder shall be limited to
the payment of the grant monies pursuant to the terms and conditions of this Agreement
and the Grants Administration Manual.
Any contracts entered into, or other obligations or liabilities incurred by the Grantee in
connection with the Project or otherwise relating to this Agreement shall be the sole
responsibility of the Grantee, and RPOSD shall have no obligation or liability whatsoever
thereunder or with respect thereto.
E. Regulatory Requirements
1. (Tax Exempt Bonds) The Grantee will not enter into any contract, agreement, lease or
similar arrangement, or to agree to any amendment or modification to an existing
contract, agreement, lease or similar arrangement, that, in RPOSD’s opinion, violates
federal regulations restricting the use of funds from tax-exempt bonds. Any proposed
operating Contracts, leases, concession Contracts, management contracts or similar
arrangements with non-governmental entities that restrict the public use of the project
site for (30) thirty consecutive days or more, must be reviewed by RPOSD prior to
F-5
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 6 of 17 Revised 11/17/2020
awarding as they relate to the project or project site in perpetuity. Any such Contracts
in existence must be disclosed prior to construction.
2. The Grantee (or their representative) shall comply as lead agency with the California
Environmental Quality Act (CEQA), Public Resources Code, Section 21000, et. seq. CEQA
documents must be recorded with and stamped by the Los Angeles County Registrar
Recorder.
i) The Grantee shall add RPOSD to the notification list for CEQA requirements as stated
in the Grant Administration Manual.
3. (Public Records Act) The Grantee and RPOSD will conform to the requirements of
Government Code Section 6250, et seq. in making all documents relating to this Contract,
the grant obtained and all other related matters available for public review during regular
business hours. If the Grant involves acquisition of property, however, both RPOSD and
the Grantee may withhold from public review any and all documents exempted under
Section 6254, subsection (h), prior to completion of said acquisition.
4. (Public Records Act) In the event that RPOSD is required to defend an action on a Public
Records Act request for any of the contents of a Grantee’s submission under the terms
and conditions of the Agreement, the Grantee agrees to defend and indemnify RPOSD
from all costs and expenses, including attorneys’ fees, in any action or liability arising
under, or related to, the Public Records Act.
5. (Internal Revenue Code of 1986, as amended) In order to maintain the exclusion from
gross income for federal income tax purposes of the interest on any bonds, notes or other
evidences of indebtedness issued for the purpose of providing the grant monies made
available in this Agreement, the Grantee covenants to comply with each applicable
requirement of Section 103 and Sections 141 through 150, inclusive, of the Internal
Revenue Code of 1986, as amended. In furtherance of the foregoing covenant, the
Grantee hereby agrees that it will not, without the prior written consent of RPOSD, (a)
permit the use of any portion of the Project by any private person or entity, other than
on such terms as may apply to the public generally; or (b) enter into any contract for the
management or operation of the Project or any portion thereof, except with a
governmental agency or a nonprofit corporation that is exempt from federal income
taxation pursuant to Section 501(c)(3) of the Internal Revenue Code.
6. (County Lobbyist Ordinance) The Grantee and each County lobbyist or County lobbying
firm, as defined in Los Angeles County Code Section 2.160.010, retained by the Grantee,
shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code Chapter
2.160. Failure on the part of the Grantee or any County lobbyist or County lobbying firm
to fully comply with the County Lobbyist Ordinance shall constitute a material breach of
this Agreement, upon which RPOSD may terminate or suspend this Agreement.
F-6
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 7 of 17 Revised 11/17/2020
7. If the Project includes acquisition of real property, the Grantee agrees to comply with
Chapter 16 (commencing with Section 7260) of Division 7 of Title 1 of the Government
Code and any applicable federal, state, or local laws or ordinances.
F. Time is of the Essence
1. RPOSD expects the Grantee to remain in Good Standing and make appropriate requests
for the amount of time needed to complete the project. Failure to complete a project by
the original due date, or by any extended due dates authorized by staff or RPOSD Review
Committee, may result in the loss of Good Standing.
2. The Grantee agrees to complete the Project within the Project Timeline. The Project
Timeline starts on the date of agreement execution and ends on the grant closeout date
as specified in RPOSD’s Grants Management System, or its equivalent, and under the
terms and conditions of this Agreement and the Grants Administration Manual. The
requirements of Measure A and of this Agreement last in perpetuity and may be enforced
by RPOSD at any time.
3. The Grantee agrees to promptly submit any requests for changes to the Project’s
information, including but not limited, to Project Title and Project Summary. These
changes are considered administrative changes, and subject to RPOSD’s approval.
Submission of documents with Project information inconsistent within this Agreement
and RPOSD’s Grants Management System, or its equivalent, will cause delay in the grant
process.
4. (Term) The term of this Grant Agreement commences on the date of Agreement
Execution as noted on the last page of this agreement, and lasts in perpetuity.
G. Performance and Development
1. The Grantee agrees to promptly submit any reports that RPOSD may request.
2. If the Project includes development, the Grantee shall use sustainable elements, including
but not limited to: energy-efficient buildings, long-lasting materials, conserved and
restored natural areas, easy-to-maintain or drought tolerant plants and landscaping,
organic mulch, fertilizers and compost, storm water capturing, wetlands for increased
flood control, recycling bins for park patrons, on-site composting, and ADA access, unless
the Grantee can show, to RPOSD’s satisfaction, that it is infeasible to do so.
3. If the Project includes acquisition of real property, the Grantee agrees to furnish RPOSD
with evidence of title, such as preliminary title reports. RPOSD, at its sole discretion, shall
determine whether the evidence is acceptable under this Agreement. The Grantee agrees
in negotiated purchases to correct, prior to or at the close of escrow, any defects of title
F-7
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 8 of 17 Revised 11/17/2020
that in the opinion of RPOSD might interfere with the operation of the Project. In
condemnation actions, such title defects must be eliminated by the final judgment.
H. Signage and Branding
The Grantee shall erect and maintain a sign at a prominent location on the project site
acknowledging the assistance of RPOSD. The cost of permanent signage development is
reimbursable through the grant. RPOSD will provide electronic samples of its graphics for the
grantee to use in signage development. Please refer to the Grants Administration Manual for
additional information on this requirement.
I. Modification
Any modification or alteration in the Project, plans or specifications must be submitted, in
writing, to RPOSD for prior approval. No modification shall be effective until and unless the
modification is executed by both the Grantee and RPOSD.
J. Publicity of Project Information
1. The Grantee shall cooperate with RPOSD in advance when preparing electronic media and
public information pieces related to the Project.
2. The Grantee shall acknowledge RPOSD funding in all publicity issued by it concerning the
Project.
3. The Grantee shall give the RPOSD the right and opportunity to use information gained
from the Project.
4. The Grantee shall give a minimum of 30 days’ notice of the Project grand openings,
inauguration, dedications, significance, and completion to RPOSD staff and to the County
Supervisor’s Office in which the Project is located, as well as to other appropriate public
officials.
5. The Grantee shall provide quality digital photographs of the pre-construction site and
completed project to RPOSD. If unable to provide digital photographs (collectively,
“Photographs”) then the Grantee shall provide quality printed photographs of the
completed Project.
K. Disbursements
Prior to incurring actual development and/or acquisition costs, the Grantee will submit all
requested development and/or acquisition documents to RPOSD for prior review and approval.
Project costs must be incurred within the Project Timeline to be eligible for reimbursement.
F-8
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 9 of 17 Revised 11/17/2020
1. The Grantee must submit requests for payment electronically in accordance with their
reimbursement schedule. Refer to RPOSD Grant Administration Manual for Payment
Reimbursement Schedule and Procedures.
i) The Grantee will supply RPOSD any copies of executed contracts where the Grantee
expects reimbursement from grant funds.
ii) Upon entering into any contract for the construction, maintenance, operation or
similar activity related to the Project, the Grantee agrees it will require said contractor
to carry adequate insurance required by RPOSD and naming RPOSD as an additional
insured party. In addition, said insurance must require that the Grantee and RPOSD
be given thirty (30) days advance written notice of any modification or cancellation of
said insurance. The Grantee agrees to submit proof of such insurance to RPOSD for
its prior approval.
2. RPOSD may disburse to the Grantee the grant funding as follows:
Acquisition
i) When acquisition is by negotiated purchase, RPOSD may disburse the amount of
RPOSD-approved purchase price together with RPOSD-approved costs of acquisition.
ii) RPOSD-approved purchase price shall not exceed the value contained in a valid
appraisal report.
iii) When acquisition is allowed pursuant to Measure A through eminent domain
proceedings, RPOSD may disburse the amount of the total award, as provided for in
the final order of condemnation, together with RPOSD-approved costs of acquisition.
The Grantee shall bear all costs and make all advances associated with obtaining an
order of immediate possession in an eminent domain proceeding.
iv) In the event the Grantee abandons such eminent domain proceedings, the Grantee
agrees that it shall bear all costs in connection therewith and that no grant monies
shall be disbursed for such costs.
Development
i) RPOSD will disburse funds to the Grantee only after RPOSD has reviewed and
approved all requested development documents including the payment request with
incurred, paid project costs and supporting documentation in accordance with their
reimbursement schedule.
ii) RPOSD may withhold a portion of the amount of the payment request if an
expenditure is not eligible under the terms and conditions of this Agreement,
Measure A, or the Application or the Grant Administration Manual.
F-9
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 10 of 17 Revised 11/17/2020
iii) The Grantee shall submit a request(s) for payment in accordance with an approved
budget.
iv) The payment requests shall set forth in detail the incurred costs of work performed
on development of the Project and whether performance was by construction bid
contract, job order contract, sole-source contract, force account or other methods.
v) RPOSD will not make final payment until it has received all closing documents from
the Grantee and RPOSD has made a final Project inspection.
vi) The Grantee is required to follow RPOSD procedures to close grant upon completion
of the project. Failure to properly close a grant may affect the Grantee's Good
Standing and prevent Grantee from applying for future grants or receive
reimbursements from existing RPOSD Grants.
L. Advancing Funds
i) The Grantee, if in Good Standing has provided the Grantee’s need for an advance, may
request an advance of grant funds for an amount equaling up to 50% of the grant
amount. Please refer to the Grant Administration Manual for eligibility and
qualification requirements to receive advances.
ii) Any unused portion of the advanced funding must be returned to the District within
30 days of the completion of the grant.
M. Final Disbursement
1. The Grantee must submit final project documents within 180 days after the date of
completion of all tasks identified in the budget, timeline and project description for the
grant.
2. RPOSD may withhold Final Payment pending evidence of placement of permanent
signage.
3. Once the Grant is completed, the Grantee shall submit a final report to RPOSD detailing
the accomplishment of and expenditures related to the Project (the “Final Report”)
including the final Grant Cost. The Grantee will provide a report that identifies all
additional funding and all additional aspects of the project completed.
4. The Grant is “complete when all facilities, trails or other improvements included in the
Project have been built and are ready for their intended use”. Final payment may not be
made until the Project conforms substantially with this Agreement and the Grants
Administration Manual.
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LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 11 of 17 Revised 11/17/2020
5. RPOSD shall pay the outstanding balance of the Grant (the “Final Payment”), subject to
any reduction contemplated by any provision of this Agreement.
N. Long Term Obligations
1. With the written consent of RPOSD, the Grantee may transfer property acquired with
funds granted under this Agreement to another public agency; to a nonprofit organization
authorized to acquire real property for park, wildlife, recreation, community, open space,
or gang prevention and intervention purposes; or to the California Department of Parks
and Recreation, National Park Service, or the US Forest Service, provided that approval
by the District is obtained prior to the change and any such successor to the recipient
assumes the obligations imposed under the Measure and to accept assignment of this
Agreement. Under these conditions, the Grantee shall not be required to reimburse
RPOSD. Any such transfer must require the nonprofit or public entity acquiring the
property to enter into a written Contract with the RPOSD and agreed to comply with the
terms of Measure A and this Agreement. (See Grant Administration Manual for details.)
2. The Grantee agrees to provide for reasonable public access to lands acquired in fee with
grant monies, including the provision of parking and public restrooms, except that access
may interfere with resource protection.
3. (Change of Use) The Grantee agrees to use the property acquired or developed with grant
monies under this Agreement only for the purpose for which it requested RPOSD grant
funding and will not permit any other use of the area, except as allowed by prior specific
act of the Board of RPOSD and consistent with the terms and conditions of Measure A
and this Agreement.
4. All facilities shall be open to members of the public generally, except as noted under the
special provisions of the Agreement.
5. The Grantee agrees that property and facilities acquired or developed with Measure A
funds as per this Agreement shall be available for inspection upon RPOSD’s request in
perpetuity.
6. The Grantee agrees to maintain and operate in perpetuity the property acquired,
developed, rehabilitated or restored with grant monies, subject to the provisions of
Measure A. With RPOSD’s prior written approval, the Grantee, or its successors in interest
in the property, may transfer the responsibility to maintain and operate the property to
a nonprofit or government entity, in accordance with this Agreement and the Grants
Administration Manual.
7. The Grantee agrees to take all reasonable measures to actively oppose, at its sole
expense, any proposal or attempt to act upon, exercise, or assert claims as to reserved
rights to the grant funded property that are contrary to the purposes of the Measure,
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LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 12 of 17 Revised 11/17/2020
Grant Administration Manual and or this Agreement, including but not limited to oil, gas,
and other hydrocarbon substances; minerals; water; and/or riparian resources. The
above notwithstanding, the Grantee has no obligation hereunder to initiate litigation
challenging any project or proposal based on a reserved right lawfully recorded against
the grant funded property in real property records maintained by the Los Angeles County
Recorder’s Office.
8. The Grantee shall not discriminate against any person on the basis of race, color, sex,
sexual orientation, age, religious belief, national origin, marital status, physical or mental
handicap, medical condition, or place of residence in the use of any property or facility
acquired or developed pursuant to this Agreement.
O. Disposal
1. If the Grantee receives the prior permission of RPOSD, with the approval of its Board, to
sell or otherwise disposes of property acquired or developed with grant monies provided
under this Agreement, the Grantee shall reimburse RPOSD in an amount to the greater
of:
i) the amount of grant monies provided under this Contract;
ii) the fair market value of the real property determined by an independent appraisal; or
iii) the proceeds from the portion of the property acquired, developed, improved,
rehabilitated or restored with grant monies.
The Grantee must provide documentation to RPOSD detailing the benefits that the
disposal of property will provide to the taxpayers of Los Angeles County.
2. If the property is sold or otherwise disposed of with the prior permission of the RPOSD,
acting through the Board of Supervisors, is less than the value of the property originally
acquired, developed, improved, rehabilitated or restored with the grant monies, then the
Grantee shall reimburse the RPOSD an amount to the greater of:
i) the amount of the proceeds; or
ii) the fair market value of the real property determined by an independent appraisal.
P. Audit
1. In order for allowable costs to be substantiated, the Grantee agrees to use an accounting
system that complies with generally accepted accounting principles.
2. Notwithstanding Government Code Section 907, in the event that the Grantee fails to
repay RPOSD in full for the amount of excepted expenditures, RPOSD may offset an
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LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 13 of 17 Revised 11/17/2020
amount equal to the excepted expenditures from any monies that may be due to the
Grantee under the terms and conditions of Measure A. Through the execution of this
Agreement, the Grantee waives its rights under Government Code Section 907.
3. The Grantee agrees that during regular office hours, RPOSD or their duly authorized
representatives shall have the right to audit, inspect and make copies of any books,
records or reports of the other party pertaining to this Agreement or matters related
thereto.
4. Within thirty (30) days of notification that an audit has resulted in the exception of
expenditures, the Grantee may dispute the audit findings in writing and will provide
RPOSD with records and/or documentation to support the expenditure claims. RPOSD
shall review this documentation and make a final determination as to the validity of the
expenditures.
5. If the Grantee has received all grant monies prior to the audit, or if remaining grant
monies are insufficient, and if said audit reveals expenditures that cannot be verified or
that were paid in violation of the terms of this Agreement, the Measure, or the Grant
Administration Manual, the Grantee shall pay RPOSD an amount equal to these
expenditures within sixty (60) days after receiving written notification of the expenditures
disallowed and the reason for the disallowance.
6. The Grantee agrees to maintain satisfactory financial accounts, required documents and
accurate records for the Project.
7. The Grantee must keep all original project records for a period of ten (10) years from the
project completion or termination date. If said audit reveals expenditures that cannot be
verified or that were paid in violation of the terms of this Agreement, the Measure or the
Grant Administration Manual, RPOSD may, at its discretion, reduce the grant amount by
an amount equal to these expenditures.
8. At RPOSD’s discretion, an audit of the Grantee’s Project expenditures before final
payment is made may be performed. Nothing in this section precludes RPOSD from
performing an audit of Project expenditures at a later date.
Q. Failure to Comply
1. Failure by the Grantee to comply with the terms of this Agreement, or any other Contract
established pursuant to Measure A, may be cause for loss of Good Standing, suspension
or termination of all obligations of RPOSD hereunder.
2. Failure of the Grantee to comply with the terms of this Agreement shall not be cause for
the suspension of all obligations of RPOSD hereunder if, in the judgment of the RPOSD,
such failure was beyond the reasonable control of the Grantee. In such case, any amount
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LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 14 of 17 Revised 11/17/2020
required to settle, at minimum cost, any irrevocable obligations properly incurred shall
be eligible for reimbursement under this Agreement.
R. Severability
1. The Grantee may unilaterally rescind this Agreement at any time prior to the
commencement of the Project.
2. If any provision of this Agreement is held invalid, that portion shall not affect other
provisions of the Agreement that can be given effect without the invalid provision, and to
this end the provisions of this Agreement are severable.
3. No provision of this Agreement is waived by the failure of RPOSD to enforce said
provision.
S. Termination
1. Anything else in this Agreement or otherwise to the contrary notwithstanding, RPOSD
may withdraw, in whole or in part, the Grant and/or terminate this Agreement, and/or
seek a refund of payments already made if RPOSD determines in its discretion that:
i) facts have arisen, or situations have occurred that fundamentally alter the
expectations of the parties or make the purposes for the Grant as contemplated
infeasible or impractical;
ii) any material modifications in the scope or nature of the Project have occurred from
that which was presented in the Grant Application and such material modifications
have not received the prior written approval of RPOSD;
iii) any statement or representation made by the Grantee in the Grant Application, this
Agreement, the Grant Status Update, back up documents, or otherwise is untrue,
inaccurate or incomplete in any material respect;
iv) the results of RPOSD’s review of the Grant Status Update are not acceptable to
RPOSD;
v) the Project will not or cannot be completed by the Completion Date or any extensions
granted thereto or delays in the implementation of the Project have occurred which,
in RPOSD’s judgment, make the Project impracticable;
vi) the Project will not or cannot be completed within the Budget or any approved
modifications, or the total Project cost and/or the Grantee’s matching funding are
reduced;
F-14
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 15 of 17 Revised 11/17/2020
vii) title to or encumbrances against the Property are or become such that the Grantee is
unable to complete the Project, or the Project and/or the Property are or become
unavailable for public use.
T. Breach
The Grantee agrees that compliance with the terms of this Agreement will have significant
benefits to Los Angeles County and its constituents. Because such benefits exceed the amount
of grant monies furnished under these provisions, the Grantee agrees that any breach would
result in incalculable loss, and therefore, any payment by the Grantee to RPOSD of an amount
equal to the amount of the grant would be inadequate compensation. In the event that the
Grantee breaches any of the terms, covenants, representations, or conditions of this Agreement,
RPOSD may elect to enforce any and all remedies available at law or in equity, including without
limitation, any of the following:
1. Prior to payment of Grant:
a. Withdraw the Grant and terminate this Agreement; and,
b. Deny the Grantee eligibility for participation in future grant program opportunities.
2. After payment (partial or full) of Grant:
a. Deny the Grantee eligibility for participation in future grant program opportunities;
b. Seek specific performance of the Grantee’s obligations under this Agreement;
c. Receive reimbursement in full of disbursement made under this Agreement.
If RPOSD brings an action to enforce the terms of this Agreement, the Grantee shall be
responsible to pay RPOSD’s attorney’s fees and costs, including expert witness costs, if
RPOSD prevails in said action.
The foregoing remedies are cumulative and may be exercised independently or in
combination and are not exclusive to one another or to any other remedies available at law
or in equity. In the event RPOSD must pursue any remedy hereunder and is the substantially
prevailing party, RPOSD shall be awarded its costs and reasonable legal fees, including costs
of collection.
U. Counterparts
This Agreement may be executed in two or more counterparts, which shall, in the aggregate, be
signed by all the Parties; each counterpart shall be deemed an original instrument against any
party who has signed it. In the event of any disparity between the counterparts produced, the
recorded counterpart shall be controlling.
F-15
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 16 of 17 Revised 11/17/2020
V. Electronic Signature
The Electronic Signatures in Global and National Commerce (ESIGN) Act is a federal law passed
in 2000. The Grantee and RPOSD agree that this Grant Agreement may be electronically signed.
The parties agree that the electronic signatures appearing on this agreement are the same as
handwritten signatures for the purposes of validity, enforceability, and admissibility. If Grantee
elects to opt-out of signing the grant agreement electronically, the Grantee must inform RPOSD
prior to grant agreement execution.
F-16
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation
Measure (Measure A), approved by voters on November 8, 2016
GRANT AGREEMENT
Page 17 of 17 Revised 11/17/2020
IN WITNESS WHEREOF, the Grantee, RPOSD and County Counsel have caused this Agreement to
be executed by their duly authorized representatives as of the latter day, month and year written
below.
GRANTEE:
By: __________________________ Signature of Authorized Representative
Name: __________________________ Print Name
Title: __________________________
Date: __________________________
APPROVED AS TO FORM:
ROD CASTRO-SILVA
ACTING COUNTY COUNSEL
By: ______________________________
Parjack Ghaderi
Principal Deputy County Counsel
Date: _____________________________
LOS ANGELES COUNTY
REGIONAL PARK AND OPEN SPACE DISTRICT:
By: ______________________________ Director / Administrator
Date: ______________________________
Grant No.:____________________
F-17