CC SR 20240220 C - Williams Donation
CITY COUNCIL MEETING DATE: 02/20/2024
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to accept a donation of real property located on Cherry
Hill Lane at APN 7572-004-015
RECOMMENDED COUNCIL ACTION:
(1) Adopt Resolution No. 2024-__, A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF RANCHO PALOS VERDES, CALIFORNIA, APPROVING THE REAL
PROPERTY DONATION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
BETWEEN THE ROBERT E. WILLIAMS AND ZAHRAH L. WILLIAMS FAMILY
TRUST AND THE CITY OF RANCHO PALOS VERDES, AND ACCEPTING THE
DONATION OF REAL PROPERTY, TO BE USED FOR PUBLIC PURPOSES, ON
CHERRY HILL LANE AT APN 7572-004-015
FISCAL IMPACT: If the recommended Council action is approved, the escrow cost is
approximately $1,000. This amount will be funded from the Fiscal
Year 2023-24 Non-Departmental budget allocated for real property
transactions VR.
Amount Budgeted: $25,000
Additional Appropriation: N/A
Account Number(s): 101-400-2999-8803
(General Fund – Non-Departmental – Land)
ORIGINATED BY: Elena Q. Gerli, City Attorney
REVIEWED BY: Same as below
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Resolution No. 2024-__ (page A-1)
B. Real Property Donation Agreement and Joint Escrow Instructions (page B-
1)
C. Broker valuation by Chris Beck dated January 17, 2024 (page C-1)
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RANCHO PALOS VERDES
BACKGROUND AND DISCUSSION:
In October 2023, John Williams and Donald Williams offered to donate unimproved real
property owned by their family trust in the landslide area to the City, contingent upon the
City’s payment of the initial escrow deposit. The property is located in the Cherry Hill Lane
area above Palos Verdes Drive South (APN 7572-004-015) which is located in Zone 6 of
the Landslide Moratorium Area per Chapter 15.20 of the Rancho Palos Verdes Municipal
Code.
The property is valued at $30,000, as determined by a broker’s opinion issued on January
17, 2024 (Attachment C).
The property is in an active area of the Portuguese Bend Landslide and is in close
proximity to the proposed Portuguese Bend Landslide Remediation project boundary
limits and may benefit the project by serving as a staging area. Thus, Staff proposes
acceptance of the unimproved property donation.
CONCLUSION:
Staff recommends the City Council adopt the attached resolution approving the Real
Property Donation and Escrow Instructions for APN 7572-004-015 and accepting
donation of the property.
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ALTERNATIVES:
If the City Council decides not to accept the Williams’ offer of donation, there is no need
to take action on this item, other than to receive and file.
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RESOLUTION NO. 2024-__
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF RANCHO PALOS VERDES, CALIFORNIA,
APPROVING THE REAL PROPERTY DONATION
AGREEMENT AND JOINT ESCROW
INSTRUCTIONS BETWEEN THE ROBERT E.
WILLIAMS AND ZAHRAH L. WILLIAMS FAMILY
TRUST AND THE CITY OF RANCHO PALOS
VERDES, AND ACCEPTING THE DONATION OF
REAL PROPERTY, TO BE USED FOR PUBLIC
PURPOSES, ON PROPERTY LOCATED ON
CHERRY HILL LANE AT APN 7572-004-015
WHEREAS, John C. Williams and Donald C. Williams, Co-Successor Trustees of
the Survivor’s Trust of the Robert E. Williams and Zahrah L. Williams Family Trust dated
May 21, 1994 (“Donor”), own that certain unimproved real property located at APN 7572-
004-015, in the City of Rancho Palos Verdes (“City”), Los Angeles County, State of
California (“Property”).
WHEREAS, Donor has offered to donate the Property to City and City wishes to
accept donation of the Property for public purposes and pursuant to the terms and
conditions stated in the Real Property Donation Agreement and Joint Escrow Instructions
dated February 20, 2024, between Donor and the City of Rancho Palos Verdes .
NOW, THEREFORE, the City Council of the City of Rancho Palos Verdes,
California, does hereby resolve as follows:
Section 1. All of the above-stated recitals are true and correct and incorporated
herein by reference.
Section 2. The City Council hereby accepts the donation of real property from
the Williams.
Section 3. The City Council hereby approves the Real Property Donation
Agreement and Joint Escrow Instructions.
Section 4. The City Manager, or his designee, is hereby authorized and directed
to do any and all necessary to carry out, perform, implement, and consummate the Real
Property Donation Agreement and Joint Escrow Instructions.
Section 5. The provision of this Resolution shall become effective February 20,
2024.
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PASSED, APPROVED and ADOPTED this 20th day of February 2024.
___________________________
John Cruikshank, Mayor
Attest:
___________________________
Teresa Takaoka, 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. 2024-__ was duly and regularly passed and adopted by the said
City Council at a regular meeting thereof held on February 20, 2024.
____________________________
Teresa Takaoka, City Clerk
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REAL PROPERTY DONATION AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This REAL PROPERTY DONATION AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (“Agreement”), dated February 20, 2024 (”Agreement Date”), is made by
and between the CITY OF RANCHO PALOS VERDES, a municipal corporation (“City”), and
JOHN C. WILLIAMS AND DONALD C. WILLIAMS, Co-Successor Trustees of the Survivor’s
Trust of the Robert E. Williams and Zahrah L. Williams Family Trust dated May 21, 1994
(“Donor”). Fidelity National Title Insurance Company shall serve as the “Escrow Holder”
and “Title Company”.
RECITALS
A. Donor owns that certain unimproved real property located at APN 7572-004-
015, in the City of Rancho Palos Verdes, Los Angeles County, State of California, legally
described on Exhibit A attached hereto (“Property”).
B. Donor has offered to donate the Property to the City and City wishes to accept
donation of the Property for public purposes and pursuant to the terms and conditions stated
in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is acknowledged, the parties mutually agree as follows:
AGREEMENT
1. DONATION OF LAND.
1.1 Donation. Donor agrees to donate the Property to the City and City
accepts the Property for public purposes and on the terms and conditions set forth in this
Agreement.
1.2 Valuation. The parties agree that the value of the Property is Thirty
Thousand Dollars ($30,000), as determined by that certain broker opinion issued by
Christopher Beck dated as of January 17, 2024 (“Donated Land Value”).
2. EFFECTIVE DATE.
2.1 Effective Date. This Agreement shall be effective upon execution of
this Agreement by City after its approval by the City Council (“Effective Date”).
2.2 Opening of Escrow. Within five (5) days of the Effective Date, the
parties shall open an escrow with Escrow Holder by causing an executed copy of this
Agreement to be deposited with escrow officer Mary Lou Adame at 3237 East Guasti Road
Suite 105 Ontario, CA 91761 at Fidelity National Title Insurance Company as “Escrow
Holder” who shall sign and accept the Agreement and provide executed copies thereof to
each party. Escrow shall be deemed opened upon Escrow Holder’s (a) receipt and
acceptance of an executed copy of this Agreement; and (ii) receipt of the Initial Deposit (as
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defined in Section 3.1) (“Opening of Escrow”).
3. DEPOSIT; FEES AND COSTS.
3.1 Initial Deposit. As the Opening of Escrow, the sum of One Thousand
Dollars ($1,000) shall be deposited by City into Escrow (“Initial Deposit”). The Initial Deposit
shall be utilized to pay all costs payable by the City under this Agreement.
3.2 Good Funds. All funds deposited in Escrow shall be in “Good Funds”
which means a wire transfer of funds, cashier's or certified check drawn on or issued by the
offices of a financial institution located in the State of California.
4. FUNDS AND DOCUMENTS REQUIRED FROM CITY AND DONOR.
4.1 Donor. Donor agrees that on or before 12:00 noon at least one (1)
business day prior to the Closing Date, Donor will deposit with Escrow Holder such items
and instruments (executed and acknowledged, if appropriate) as may be necessary in order
for the Escrow Holder to comply with this Agreement, including without limitation:
a. A grant deed in the form attached hereto as Exhibit B (“Grant
Deed”) executed and acknowledged by Donor.
b. Any other documents as reasonably required by Title Company
to remove any non-approved exceptions and any other documents it reasonably requires to
issue the Title Policy (pursuant to Section 6.1).
c. A Non-Foreign Affidavit as required by federal law.
d. Such other items and instruments as may be necessary in order
for Escrow Holder to comply with this Agreement.
4.2 City. City agrees that on or before 12:00 noon at least one (1) business
day prior to the Closing Date, City will deposit with Escrow Holder all funds and/or documents
(executed and acknowledged, if appropriate) which are necessary to comply with the terms
of this Agreement, including without limitation:
a. The Certificate of Acceptance in the form attached to the Grant
Deed shall be executed and attached to the Grant Deed prior to recordation (“Certificate of
Acceptance”).
b. A Preliminary Change of Ownership Statement completed in the
manner required by Los Angeles County (“PCOR”).
c. Such funds and other items and instruments as may be
necessary in order for Escrow Holder to comply with this Agreement.
5. CLOSING DATE; TIME IS OF ESSENCE.
5.1 Closing Date. Escrow shall close on or before five (5) days after the
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Due Diligence Expiration Date provided City has not provided a Disapproval and Termination
Notice pursuant to Section 7.2 ("Closing Date”). The terms “Close of Escrow” and/or
“Closing” are used herein to mean the date that the Grant Deed (with the Certificate of
Acceptance) is recorded in the Office of the County Recorder of Los Angeles County,
California.
5.2 Possession. Upon the Close of Escrow, Donor shall deliver possession
of the Property to City free of all tenants or occupants.
5.3 Time is of Essence. City and Donor specifically agree that time is of
the essence under this Agreement. The parties agree that the specified dates under this
Agreement are specifically enforceable and shall not be subject to substantial compliance
arguments.
5.4 City Manager Authority. The City Manager or his designee (who has
been designated in writing by the City Manager) shall, in his sole and exclusive discretion,
on behalf of City, have the authority to (i) extend any dates under this Agreement, (ii) execute
documents required to effect this transaction, and (iii) agree to any non -material
modifications of this Agreement.
6. TITLE POLICY; NHD REPORT.
6.1 Title Policy. At the Close of Escrow, Escrow Holder shall furnish City
with an ALTA owner’s standard (non-extended) coverage policy of title insurance issued by
the Title Company insuring title to the Property vested in City with coverage in the amount
of the Donated Land Value with such endorsements as specified by City (“Title Policy”)
containing only non-delinquent real estate taxes and exceptions 2 through 16, inclusive, as
shown in that certain preliminary report No. 995-30110155-2AA dated as of November 29,
2023 (“Title Report”). Donor is aware and will resolve Requirements Section (page 8)
including items 1 and 2, specified in the Title Report which must be satisfied as a condition
to Closing and the issuance of the Title Policy.
6.2 NHD Report. Within two (2) days of Opening of Escrow, Escrow shall
order and deliver to City a Natural Hazards Disclosure report for the Property issued by
Disclosure Source (“NHD Report”) for City’s review and approval.
7. DUE DILIGENCE.
7.1 Due Diligence. Donor has provided City with any and all documents
and information in Donor’s possession and control concerning the Property including
contracts, leases, and reports. Commencing with the Effective Date, City shall have the right
to obtain at its cost to conduct such engineering, feasibility studies, soils tests, environmental
studies and other investigations as City in its sole discretion may desire, to permit City to
determine the suitability of the Property for City’s contemplated uses and to conduct such
other review and investigation which City deems appropriate to satisfy itself to acquire the
Property, including City securing financing and necessary entitlements for City’s proposed
project.
7.2 Disapproval of Due Diligence Matters. No later than twenty-five (25)
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days from the Opening of Escrow (“Due Diligence Expiration Date”), City may, in its sole
discretion, notify Donor in writing (with a copy to Escrow Holder) of (I) its disapproval of the
due diligence matters (excluding title matters which are to be approved or disapproved
pursuant to Section 6) in its sole discretion; and (ii) its election to terminate this Agreement
and Escrow (“Disapproval and Termination Notice”). If City sends the Disapproval and
Termination Notice in the time and manner specified above, the parties shall execu te any
documents required by Escrow Holder and upon receipt of said documents executed by the
parties, Escrow Holder shall return the Deposit (less any cancellation charges) to City. If City
does not deliver the Disapproval and Termination Notice in the time and manner specified
above, City shall conclusively be deemed to have approved due diligence matters.
7.3 Right to Enter the Property. Commencing with the Effective Date,
Donor grants City, its agents and employees a limited license to enter upon the Property for
the purpose of conducting engineering surveys, soil tests, investigations or other studies
reasonably necessary to evaluate the condition of the Property, which studies, surveys,
reports, investigations and tests shall be done at City’s sole cost and expense.
City agrees to indemnify, and hold Donor free and harmless from and against any
and all losses, damages (whether general, punitive or otherwise), liabilities, claims, causes
of action (whether legal, equitable or administrative), judgments, court costs and legal or
other expenses (including reasonable attorneys’ fees) which Donor may suffer or incur as a
consequence of City’s exercise of the license granted pursuant to this Section 7.3 or any act
or omission by City, any contractor, subcontractor or material supplier, engineer, architect
or other person or entity acting by or under City (except Donor and its agents) with respect
to the Property during the term of this Agreement, excepting any and all losses, damages
(whether general, punitive or otherwise), liabilities, claims, causes of action (whether legal,
equitable or administrative), judgments, court costs and legal or other expenses (including
reasonable attorneys’ fees) arising from the mere discovery by City of any hazardous
materials or conditions and excepting to the extent such claims arise out of the negligence
or misconduct of Donor. City’s obligations under this Section 7.3 shall survive termination of
this Agreement for any reason.
8. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.
8.1 Conditions to City’s Obligations. The obligations of City under this
Agreement are subject to the satisfaction or written waiver, in whole or in part, by City of
each of the following conditions precedent (“City’s Conditions Precedent”):
a. Title Company will issue the Title Policy as specified in Section 6.1.
b. City has not issued a Due Diligence Disapproval and Termination Notice.
c. Escrow Holder holds and will deliver to City the instruments and funds, if
any, accruing to City pursuant to this Agreement.
d. Donor is not in default of its obligations under this Agreement.
8.2 Conditions to Donor’s Obligations. The obligations of Donor under
this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Donor
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of the following conditions precedent:
a. Escrow Holder holds and will deliver to Donor the instruments and funds, if
any, accruing to Donor pursuant to this Agreement.
b. City is not in default of its obligations under this Agreement.
9. CONDITION OF THE PROPERTY. City shall acquire the Property in its “AS-
IS” condition and City shall be responsible for any defects in the Property, whether patent or
latent, including, without limitation, the physical, environmental and geotechnical condition
of the Property, and the existence of any contamination, hazardous materials, vaults, debris,
pipelines, or other structures located on, under or about the Property, and , except as set
forth in Section 10, Donor makes no representation or warranty concerning the physical,
environmental, geotechnical or other condition of the Property.
10. LIMITED REPRESENTATIONS, WARRANTIES AND COVENANTS. The
Property is sold as-is, where-is with all faults, defects and encumbrances and subject only
to the following limited representations made to Donor’s actual knowledge each of which is
true in all respects as of the Effective Date and shall be true in all respects on the date of
Close of Escrow on the Property:
10.1 Donor has delivered to City copies of any and all reports in its
possession or control with respect to the condition of the Property.
10.2 Donor has received no notice and/or has no knowledge that any
governmental authority or any employee or agent thereof considers the present or proposed
operation, use or ownership of the Property to violate or have violated any ordinance, rule,
law, regulation or order of any government or agency, body or subdivision thereof, or that
any investigation has been commenced or is contemplated respecting such possible
violations.
10.3 There are no pending or threatened lawsuits or claims which would
affect the Property.
10.4 Donor has received no written notice from any third parties, prior owners
of the Property, or any federal, state or local governmental agency indicating that any
hazardous waste remedial or clean-up work will be required on the Property.
10.5 No construction or repair work has been done on the Property within six
(6) months.
10.6 There are no leases, licenses or other agreements affecting the
Property.
10.7 Until the Closing, Donor shall not do anything which would impair
Donor’s title to any of the Property and if Donor learns of any fact or condition which would
cause their actual knowledge to change such that they learn of facts that would cause the
representations in this Section not to be true as of the Closing, Donor shall immediately give
written notice of such fact or condition to City.
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11. ESCROW PROVISIONS.
11.1 Escrow Instructions. Sections 1 through 7, inclusive, and 11 through
13, inclusive, constitute the escrow instructions to Escrow Holder. If required by Escrow
Holder, City and Donor agree to execute Escrow Holder’s standard escrow instructions,
provided that the same are consistent with and do not conflict with the provisions of this
Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail.
The terms and conditions in sections of this Agreement not specifically referenced above
are additional matters for information of Escrow Holder, but about which Escrow Holder need
not be concerned. City and Donor will receive Escrow Holder’s general provisions directly
from Escrow Holder and will execute such provision upon Escrow Holder’s request. To the
extent that the general provisions are inconsistent or conflict with this Agreement, the
general provisions will control as to the duties and obligations of Escrow Holder only. City
and Donor agree to execute additional instructions, documents and forms provide by Escrow
Holder that are reasonably necessary to close Escrow.
11.2 General Escrow Provisions. Escrow Holder shall deliver the Title
Policy to the City and instruct the Los Angeles County Recorder to mail the Grant Deed to
City at the address set forth in Section 12 after recordation. All funds received in this Escrow
shall be deposited in one or more general escrow accounts of the Escrow Holder with any
bank doing business in Los Angeles County, California, and may be disbursed to any other
general escrow account or accounts. All disbursements shall be according to that party ’s
instructions.
11.3 Real Property Taxes. Real property taxes shall not be delinquent at
Closing. Donor may file with the County for a refund of any applicable real property taxes
and City shall cooperate with such filing. Donor shall be responsible to pay directly to the
County any amounts which accrued prior to the Closing.
11.4 Payment of Costs. Donor shall not pay any costs of this transaction
unless the failure to close is caused by Donor or any costs necessary for Donor to transfer
the Property in accordance with the title insurance requirements . At Closing, City shall pay
all costs and expenses including, but not limited to, costs for the Title Policy and escrow
fees. (“City’s Charges”).
NOTE TO ESCROW HOLDER: NO documentary transfer taxes shall be due pursuant to
R&T Code §11922. Also no recording fees shall be due as the City is exempt under Govt
Code §6103.
11.5 Closing Statement. At least two (2) business days prior to the Closing
Date, Escrow Holder shall furnish City and Donor with a preliminary Escrow closing
statement showing all costs. The preliminary closing statement shall be approved in writing
by the parties. As soon as reasonably possible following the Close of Escrow, Escrow Holder
shall deliver a copy of the final Escrow closing statement to the parties.
11.6 Termination and Cancellation of Escrow. If Escrow fails to close due
to a failure of a condition precedent, then the party in whose favor the condition precedent
runs may elect to cancel this Escrow upon written notice to the other party and Escrow
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Holder. Upon cancellation, Escrow Holder is instructed to return all documents then in
Escrow to the respective depositor of same and disburse the Initial Deposit (less cancellation
charges). Cancellation of Escrow, as provided herein, shall be without prejudice to whatever
legal rights City or Donor may have against each other arising from the Escrow or this
Agreement.
11.7 Documents. Upon recordation of the Grant Deed, Escrow Holder will
deliver a conformed copy of the Grant Deed to each party.
11.8 Information Report. Escrow Holder shall file and City and Donor agree
to cooperate with Escrow Holder and with each other in completing any report (“Information
Report”) and/or other information required to be delivered to the Internal Revenue Service
pursuant to Internal Revenue Code Section 6045I regarding the real estate sales transaction
contemplated by this Agreement, including without limitation, Internal Revenue Service
Form 1099-B. City and Donor also agree that City and Donor, their respective employees
and attorneys, and Escrow Holder and its employees, may disclose to the Internal Revenue
Service, whether pursuant to such Information Report or otherwise, any information
regarding this Agreement or the transactions contemplated herein as such party reasonably
deems to be required to be disclosed to the Internal Revenue Service by such party pursuant
to Internal Revenue Code Section 6045I, and further agree that neither City nor Donor shall
seek to hold any such party liable for the disclosure to the Internal Revenue Service of any
such information.
11.9 No Withholding as Foreign Seller. Donor represents and warrants to
City that Donor is not, and as of the Close of Escrow will not be, a foreign person within the
meaning of Internal Revenue Code Section 1445 or an out-of-state seller under California
Revenue and Tax Code Section 18805 and that it will deliver to City on or before the Close
of Escrow a non-foreign affidavit on Escrow Holder’s standard form pursuant to Internal
Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a
California Form 590-RE.
11.10 Brokerage Commissions. City and Donor each represent and warrant
to the other that no third party is entitled to a broker's commission and/or finder's fee with
respect to the transaction contemplated by this Agreement. City and Donor each agree to
indemnify and hold the other parties harmless from and against all liabilities, costs, damages
and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees
or commissions, based upon agreements by it, if any, to pay a broker's commission and/or
finder's fee.
12. NOTICES. Any notice which either party may desire to give to the other party
or to the Escrow Holder must be in writing and may be given (i) by personal delivery
(including reputable overnight courier (such as Federal Express, UPS or DHL) which will be
deemed received the following day, or (ii) by mailing the same by registered or certified mail,
return receipt requested which will be deemed delivered three (3) days after depositing same
in the mail, addressed to the party to whom the notice is directed as set forth below, or such
other address and to such other persons as the parties may hereafter designate:
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To City: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attention: Ara Mihranian, City Manager
With a Copy to: Aleshire & Wynder, LLP
3701 Wilshire Blvd, Suite 725
Los Angeles, CA 90010
Attn: Elena Gerli, City Attorney
To Donor: John C. Williams, Successor Co-Trustee
Donald C. Williams, Successor Co-Trustee
28939 Moody Drive
Modjeska Canyon, CA 92676
To Escrow Holder: Fidelity National Title Company
3237 East Guasti Road Suite 105
Ontario, CA 91761
Attn: Mary Lou Adame, Escrow Officer
13. GENERAL PROVISIONS.
13.1 Assignment. Neither party may assign this Agreement without the
written consent of the other party. This Agreement shall be binding upon and shall inure to
the benefit of City and Donor and their respective heirs, personal representatives,
successors and assigns.
13.2 Attorney’s Fees. In any action between the parties hereto, seeking
enforcement of any of the terms and provisions of this Agreement or the Escrow, or in
connection with the Property, including any defense of any such action, the prevailing party
in such action shall be entitled, to have and to recover from the other party its reasonable
attorneys’ fees and other reasonable expenses in connection with such action or proceeding,
in addition to its recoverable court costs.
13.3 Interpretation; Governing Law; Venue. This Agreement shall be
construed according to its fair meaning and as if prepared by both parties hereto. This
Agreement shall be construed in accordance with the laws of the State of California in effect
at the time of the execution of this Agreement. Titles and captions are for convenience only
and shall not constitute a portion of this Agreement. As used in this Agreement, masculine,
feminine or neuter gender and the singular or plural number shall each be deemed to include
the others wherever and whenever the context so dictates. The venue for any dispute shall
be Los Angeles County.
13.4 No Waiver. No delay or omission by either party in exercising any right
or power accruing upon the compliance or failure of performance by the other party under
the provisions of this Agreement shall impair any such right or power or be construed to be
a waiver thereof. A waiver by either party of a breach of any of the covenants, conditions or
agreements hereof to be performed by the other party shall not be construed as a waiver of
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any succeeding breach of the same or other covenants, agreements, restrictions or
conditions hereof.
13.5 Amendments and Modifications. Any amendment or modification of
this Agreement must be in writing executed by each party.
13.6 Severability. If any term, provision, condition or covenant of this
Agreement or the application thereof to any party or circumstances shall, to any extent, be
held invalid or unenforceable, the remainder of this instrument, or the application of such
term, provisions, condition or covenant to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the fu llest extent
permitted by law.
13.7 Merger. This Agreement and other documents incorporated herein by
reference contain the entire understanding between the parties relating to the transaction
contemplated hereby and all prior to contemporaneous agreements, understandings,
representations and statements, oral or written are merged herein and shall be of no further
force or effect.
13.8 Construction. In determining the meaning of, or resolving any
ambiguity with respect to, any word, phrase or provision of this Agreement, no uncertainty
or ambiguity shall be construed or resolved against a party under any rule of construction,
including the party primarily responsible for the drafting and preparation of this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent. As used in this Agreement, masculine, feminine or neu ter
gender and the singular or plural number shall each be deemed to include the others
wherever and whenever the context so dictates.
13.9 Qualification and Authority. Each individual executing this Agreement
on behalf of a Donor which is an entity represents, warrants and covenants to the City that
(a) such person is duly authorized to execute and deliver this Agreement on behalf of Donor
in accordance with authority granted under the organizational documents of such entity, and
(b) Donor is bound under the terms of this Agreement.
13.10 No Third-Party Beneficiaries. This Agreement is only between the
parties and is not intended to be nor shall it be construed as being for the benefit of any third
party.
13.11 Execution in Counterparts. This Agreement may be executed in
several counterparts, and all so executed shall constitute one agreement binding on all
parties hereto, notwithstanding that all parties are not signatories to the original or the same
counterpart.
13.12 Exhibits. Exhibits A & B attached hereto and incorporated herein by
reference.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Real Property
Donation Agreement as of the Effective Date.
DONOR: CITY:
_____________________________
JOHN C. WILLIAMS, Co-Successor
Trustee of the Survivor’s Trust of the
Robert E. Williams and Zahrah L.
Williams Family Trust dated May 21,
1994
_______________________________
DONALD C. WILLIAMS, Co-Successor
Trustee of the Survivor’s Trust of the
Robert E. Williams and Zahrah L.
Williams Family Trust dated May 21,
1994
CITY OF RANCHO PALOS VERDES, a
municipal corporation
By: ____________________________
Ara Mihranian, City Manager
February 20, 2024
ATTEST:
____________________________
Teri Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: _____________________________
Elena Gerli, City Attorney
ACCEPTED BY ESCROW HOLDER:
FIDELITY NATIONAL TITLE
COMPANY, a California corporation
By: _________________________
Mary Lou Adame, Escrow Officer
Dated: ________________, 2024
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EXHIBIT A
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:
PARCEL 1:
LOT NO. 36, BLOCK 1, OF TRACT NO. 14118, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 306, AT PAGES 34 AND 35 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL NO. 2:
EASEMENTS FOR ROAD OR STREET PURPOSES OVER THE PRIVATE ROADS AND STREETS
INDICATED ON SAID MAP OF SAID TRACT NO. 14118.
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EXHIBIT B
GRANT DEED
Recording requested by and
When Recorded Return to:
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attention: City Clerk
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged and
subject to the covenants set forth below JOHN C. WILLIAMS AND DONALD C. WILLIAMS,
Co-Successor Trustees of the Survivor’s Trust of the Robert E. Williams and Zahrah L.
Williams Family Trust dated May 21, 1994 (“Grantor”) grants to the CITY OF RANCHO
PALOS VERDES, a municipal corporation (“Grantee”), all of its rights, title, and interest in
that certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State
of California, as more particularly described in Exhibit A attached hereto and incorporated
by this reference (“Property”) for the public purposes or any other allowable use that is in
the best interests of the residents of the City of Rancho Palos Verdes as determined by the
City Council of the City of Rancho Palos Verdes in its sole discretion.
IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed on its
behalf as __________, 2024.
GRANTOR:
_____________________________
JOHN C. WILLIAMS, Co-Successor Trustee of
the Survivor’s Trust of the Robert E. Williams
and Zahrah L. Williams Family Trust dated May
21, 1994
_______________________________
DONALD C. WILLIAMS, Co-Successor Trustee
of the Survivor’s Trust of the Robert E. Williams
and Zahrah L. Williams Family Trust dated May
21, 1994
APN. 7572-004-015 (Space Above This Line for Recorder’s Office Use Only)
Exempt from recording fees per Govt Code § 6103
THE UNDERSIGNED GRANTOR DECLARES that the
documentary transfer tax is $-0- per R&T Code 11922
NOT TO BE EXECUTED UNTIL
THE CLOSING
NOT TO BE EXECUTED UNTIL
THE CLOSING
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by JOHN C. WILLIAMS
AND DONALD C. WILLIAMS, Co-Successor Trustees of the Survivor’s Trust of the Robert
E. Williams and Zahrah L. Williams Family Trust dated May 21, 1994 (“Grantor”) to the CITY
OF RANCHO PALOS VERDES (“City”), is hereby accepted by the undersigned officer and
agent of City and the City consents to the recording of the Grant Deed.
Executed on _____________, 2024, at City of Rancho Palos Verdes, California.
GRANTEE
CITY OF RANCHO PALOS VERDES, a
municipal corporation
By: _____________________
Ara Mihranian, City Manager
NOT TO BE EXECUTED UNTIL
THE CLOSING
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State
of California, legally described as follows:
PARCEL 1:
LOT NO. 36, BLOCK 1, OF TRACT NO. 14118, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 306, AT PAGES 34 AND 35 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL NO. 2:
EASEMENTS FOR ROAD OR STREET PURPOSES OVER THE PRIVATE ROADS AND STREETS
INDICATED ON SAID MAP OF SAID TRACT NO. 14118.
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STATE OF CALIFORNIA )
) ss.
COUNTY OF ____________ )
On _________________, 2024, 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 capaDonor(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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Christopher Beck
Senior Managing Director
555 S. Flower Street, #3550
Los Angeles, CA 90071
CA RE Lic. #01407175
213.596.2225
christopher.beck@nmrk.com
January 17, 2024
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
Attn: Assistant City Attorney
To Whom It May Concern,
Pursuant to your request, below is a brief overview pertaining to the irregular shaped hillside parcel
of land located in Rancho Palos Verdes, California (APN# 7572-004-015).
The subject property is well situated within the marketplace but is significantly challenged by its
irregular configuration in addition to the steep hillside location and lack of existing site infrastructure
making it functionally obsolete for most of the contemplated uses. The submarket for similarly zoned
assets that are square or rectangular in configuration, have recently sold for between approximately
+/-$60 PSF to +/-$65 PSF depending on the location within the submarket, topography, existing site
infrastructure, and the overall functionality of the property in terms of configuration as stated above.
As such, the subject site given its challenges referenced above is worth approximately +/-$30,000
($1.76psf) based upon the total subject sites land square footage of +/-17,022sf (+/-0.39 Acres) while
factoring in the positive and challenging aspects of the subject property as stated above.
On behalf of our firm, I greatly appreciate the opportunity to provide the above valuation and if needed
can make myself available to further discuss.
Sincerely
Christopher Beck
Senior Managing Director
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NEWMARK