NO FEE DOCUMENT
RECORDING REQUESTED BY:
WHEN RECORDED, MAIL TO:
City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
AMENDED AND RESTATED PURCHASE AND PERFORMANCE AGREEMENT This Amended and Restated Purchase and Performance Agreement (the "Agreement") is entered into effective this _day of June 2022 (the "Effective Date"), by and between the CITY OF CATHEDRAL CITY, a municipal corporation organized and existing under the laws of the State of California (the "City"), and VERANO RECOVERY, LLC, a California limited liability company (the "Developer"). Any reference hereafter to "Developer" shall also be deemed to include any successors to or assigns of Verano Recovery, LLC. The City and the Developer are sometimes individually referred to herein as a "Party" or jointly referred to herein as the "Parties." This Agreement bears, for record purposes only, the date of June 2, 2015 (the "Record Date").
RECITALS
City and Developer previously entered into the Purchase and Performance Agreement ("Original Agreement") dated June 2, 2015, and recorded September 23, City sold to Developer and Developer purchased from the City the City Property, all as defined below. The City Property and the Developer Property were combined to form the Project Property as defined in Exhibit A. Developer commenced and diligently pursued development of the Project Property in accordance with the Original Agreement.
The City sold to the Developer, and the Developer purchased from the City, the City Property to develop residential single-family homes (the "Project"), with the necessary infrastructure and amenities, in accordance with the Project approvals and amended plans. The City would not have sold the City Property without all of the obligations of Developer under this Agreement. Together, the Developer Property and the City Property shall be combined for the development of the Project and be known as the Project Property (the "Project Property").
D. The Project Property will be developed with necessary infrastructure and amenities such that the lots may be legally developed by Developer, or by merchant 1 builders who purchase lots from Developer, for the Project.
E. On January 14, 1998, the City adopted Ordinance No. 471 approving Specific Plan 97-55, dated December 5, 1997, establishing land use and development standards for approximately 303 acres in the Rio Vista Village, Environmental Assessment 97-558, a Negative Declaration and a Notice of Determination filed on January 22, 1998, Tentative Tract Map 28639 ('TTM 28639""), and related conditions of approval affecting the Project Property. On that same date, the City adopted Resolution 98-3 which approved General Plan Amendment 97-67, and the City approved Resolution 98-4, approving TTM 28639. Ordinance 471 was subsequently amended by action of the City by Ordinance No. 556, in November of 2001 (collectively, the "Prior Approvals").
F. In conjunction with the Prior Approvals, the City Council approved the Negative Declaration and a Notice of Determination filed on January 22, 1998, and adopted applicable legally required findings. The Mayor and City Council certified that the Negative Declaration was legally adequate, and that it satisfied the requirements of the California Environmental Quality Act ("CEQA;" California Public Resources Code Section 21000 et seq.), the CEQA Guidelines (California Code of Regulations Section 15000 et seq.), and applicable ordinances and regulations of the City.
G. On June 20, 2002, articles of incorporation for the Rio Vista Village Community Association ("Homeowners Association" or "HOA") were filed with the Secretary of State of California.
H. On August 29, 2002, a Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Rio Vista Village Community Association was recorded as Document No. 2002-482548 in the Official Records of the County of Riverside, California ("Master Declaration").
1. The Specific Plan, the tentative map for TTM 28639, and the boundary map for Community Facilities District (CFD) 2000-1 include 303 acres as generally depicted Exhibit "B" "Project Property", attached hereto and incorporated by this reference. Tract 28639-1 was the first increment of TTM 28639 to be recorded. Subsequent maps were intended to subdivide the remainder parcel as well as several of the larger lots in TTM 28639.
J. Although certain streets and other improvements were completed in Rio Vista Village, many improvements contemplated by the Specific Plan and the TTM 28639 have not been completed (and not by way of limitation, include the Club House, streets, alleys, curbs, gutters, ADA ramps, sidewalks, streetlights, backbone infrastructure, water and drainage improvements, and "dry utilities"); repairs on certain streets are necessary; the fence along the perimeter of the Specific Plan is in a state of disrepair; and blown sand has accumulated on the Project Property located in the Specific Plan.
K. In 2014, 2015 and 2022, the Developer held several meetings with the City Manager and members of City Staff, as well as outside consultants representing both the City and the Developer, and outlined a proposal wherein Developer, or its successors or 2 assigns, would complete the development of the Project, which is a portion of the Project Property covered by the Specific Plan, in a manner substantially consistent with the terms of the Specific Plan and related entitlements.
L. The Specific Plan and any other discretionary land use approvals relating to the Project (including the Prior Approvals, to the extent not expired and not inconsistent) are incorporated herein by this reference, and collectively comprise the "Project Approvals." Any and all Maps and other future discretionary land use approvals relating to the Project shall become part of the Project Approvals upon receiving approval from the City.
M. In conjunction with this Agreement, the Developer may (in the Developer's sole and absolute discretion) negotiate one or more agreements with the Homeowners Association (collectively the "HOA Agreement"), that provide for joint cooperation on the development and maintenance of certain landscape parkways and detention basins, parks, streets and alleyways, and adjoining landscaped areas, joint cooperation on the Letter of Map Revision (commonly referred to as a "LOMR") for the entire Project issued by the Federal Emergency Management Agency (commonly known as "FEMA"), architectural review and annexation of future phases, and processing of matters under the jurisdiction of the California Bureau of Real Estate, and, upon the occurrence of specified events, the Developer's conveyance to the Homeowners Association of certain real property (e.g., commonly known as the alleys, retention basins, and the Club House).
However, nothing in this Agreement obligates the Developer to enter into an HOA Agreement with the Homeowners Association. The Developer shall cause the construction of the improvements contemplated to be covered by the HOA agreement, as generally described in Recital M hereto, with or without successfully obtaining the HOA Agreement with the Homeowners Association prior to the first occupancy for each construction phase undertaken therein.
The market did not develop for the product of the Project Property as expected by the Developer and the City. Developer did enter into an agreement with DR Horton ("Horton") to sell certain of the lots to Horton. Disputes arose between the City and Developer in regard to the payment of the CFD 2000-1 special taxes and various taxes and other obligations, leading to a lawsuit filed by the City against Developer.
Developer's ability to perform certain obligations was made commercially impracticable by the effects of the Covid-19 pandemic. A lender to Developer secured by the property claimed a default and sued on its obligation. Developer filed for reorganization under the Bankruptcy Laws of the United States (the "Bankruptcy") NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and mutual obligations contained in this Agreement, and in reliance on the representations and warranties set forth herein, the City and the Developer agree as follows:
RECITALS
The recitals are true and correct and are hereby incorporated herein. 3 DEFINITIONS
The following terms and their derivatives have the meanings set forth below wherever used in this Agreement, attached exhibits, or documents incorporated into this Agreement by reference:
Approved Plans. The term "Approved Plans" means the grading, street, building, plumbing, electrical, and other improvement plans already approved or to be approved by the City for the residences and other improvements to be constructed on the Project Property, as the same may be amended from time to time with the City's approval.
2.1.1 Prior Approvals. The term "Prior Approvals" means Specific Plan 97- 55, General Plan Amendment 97-67, a Negative Declaration and a Notice of Determination filed on January 22, 1998, Tentative Tract Map 28639, and related conditions of approval affecting the Project Property that were adopted by City Ordinance No. 471 on January 14, 1998.
2.1.2 Project Approvals. The term "Project Approvals" means the approvals identified in Recitals E and F, inclusive, of this Agreement, and any Maps and other discretionary land use approvals relating to the Project to the extent not expired and not inconsistent, and any and all maps and other discretionary land use approvals relating to the Project already approved or approved in the future by the City.
2.2 CFD 2000-1. The term "CFD 2000-1" means Community Facilities District No. 2000-1 of the City. CFD 2000-1 and the Specific Plan are coextensive, having the same boundaries.
2.3 City. The term "City" means the City of Cathedral City, a municipal corporation organized and existing under the laws of the State of California. Any reference hereafter to "City" shall also be deemed to include any departments, successors or assigns of the City of Cathedral City.
2.4 City Laws. The term "City Laws" means all City resolutions, codes, rules, regulations, and official policies, including but not limited to the City's General Plan, ordinances, resolutions, codes, rules, regulations, and official policies governing all aspects of this Agreement, including those governing land use, density, development standards, construction, and the like.
2.5 City Property. The term "City Property" means that certain real property, together with any improvements thereon, located in the City described and/or depicted on Exhibit "H" — "City Acquired Properties" attached hereto.
2.6 Club House. The term "Club House" means the club house related improvements as shown as Phase 2 on Exhibit "C" - "Club House Phasing", attached hereto and incorporated by this reference, on the Club House Parcel. 4 2.7 Club House Parcel. The term "Club House Parcel" means Parcel 2 of Parcel Map No37792.
2.8 CVWD. The term "CVWD" means the Coachella Valley Water District. Any reference hereafter to "CVWD" shall also be deemed to include any successors or assigns of the Coachella Valley Water District.
2.9 CVWVD Development Agreement. The term "CVWD Development Agreement" means the Domestic Water and Sanitation System Installation Special Agreement, dated November 12, 2002, and recorded as Document No. 2003-014704 of the Riverside County Records, between Rio Vista Land, LP, and the Coachella Valley Water District, as the same may be amended from time to time.
2.10 Days. The term "days" shall mean calendar days. Unless otherwise indicated, all time frames for performance of an act required or permitted by this Agreement shall be calendar days. Time frames measured in months shall be calculated with reference to the actual number of days in the relevant months. Annual time frames shall mean a period of 365 days.
2.11 Dedicated Streets. The term "Dedicated Streets" shall mean those streets and alleys dedicated to the City, located within TTM 28639, whether or not completed.
2.12 Design Guidelines. The term "Design Guidelines" shall mean the Rio Vista Village Community Character Guidelines approved on April 18, 2001.
2.13 Development Impact Fees. The term "Development Impact Fee" means any fees or other monetary exactions which are established or contemplated under City ordinances or resolutions which are intended to defray the costs of public facilities or other amenities related to the Project. The Development Impact Fees do not include fees charged by the City for processing applications for City actions or approvals.
2.14 Developer. The term "Developer" means Verano Recovery, LLC, a California limited liability company. Any reference hereafter to "Developer" shall also be deemed to include any successors to or assigns of Verano Recovery, LLC.
2.15 Developer Property. The term "Developer Property" means that certain real property, together with any Improvements thereon, located in the City described and/or depicted on Exhibit "A"- "Developer Property Description" attached hereto.
2.16 Effective Date. The term "Effective Date" of this Agreement is the date as first written above.
2.17 HOA Agreement. The term "HOA Agreement," as herein referenced in Recital M of this Agreement, means the one or more homeowners association agreements) the Developer (in the Developer's sole and absolute discretion) may negotiate and enter into with the current Homeowners Association, Rio Vista Village Community Association, concerning the development of the Project. 5 2.18 Homeowners Association. The term "Homeowners Association" or "HOA" means the Rio Vista Village Community Association, a California nonprofit corporation formed pursuant to the Nonprofit Mutual Benefit Corporation Law. Any reference hereafter to "Homeowners Association" shall also be deemed to include any successors or assigns of the Rio Vista Village Community Association.
2.19 Map; Map Act. The terms "map" or "maps," "tentative map" or "tentative maps," whether capitalized or lower case, shall, unless specifically designated to the contrary, mean and refer to tentative subdivision maps, final subdivision maps, and tentative parcel maps and final parcel maps, all as defined in, and regulated by, California Government Code Sections 66410 et seq. (collectively, the "Subdivision Map Act" or the "Map Ad").
2.20 Master Declaration. The term "Master Declaration" means the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Rio Vista Village recorded on August 29, 2002, as Document No. 2002-482548, in the Official Records of the County of Riverside, California, as the same may be amended from time to time in accordance with the provisions of such declaration and applicable law.
2.21 Phase. The term "Phase" or "Phases" shall refer to the phase or phases of development proposed by the Developer and set forth in Exhibit "F" — " Proposed Construction Phasing", attached hereto and incorporated by this reference; provided, however, that the Club House Phasing described in Exhibit "C" — "Club House Phasing" shall be referred to as "Clubhouse Phasing."
2.22 Project. The term "Project" means the residential community to be constructed on the 303 acres generally depicted on Exhibit "B"- "Project Property" attached hereto, which includes the Project Property.
2.23 Project Property. The term "Project Property" means that certain real property, together with any improvements thereon, located in the City described and/or depicted on Exhibit "B"- "Project Property" attached hereto.
2.24 PSRV Properties. The term "PSRV Properties" means the properties foreclosed upon by the City, and acquired by the City, located in TTM 28639 and Tract 28639-1, and inside the Specific Plan, which have been transferred to the Developer. The PSRV Properties are also referred to as the "City Property" and are legally described in Exhibit "H"- "City Acquired Properties" attached hereto.
2.25 Public Streets. The term "Public Street?' shall mean the streets and alleys dedicated to the City by TTM 28639 or Tract 28639-1, or to be dedicated to the City, which are or will be, once constructed, located in the Tracts, together with the streets and alleys to be constructed in the balance of the Project.
2.26 RVA Properties. The term "RVA Properties" are those properties commonly known as lots QQ, 279, 280, 282, 283, 284 and 285 owned by the entity Rio Vista Villas Associates, LLC ("RVA") at the time of the Purchase Agreement, but which are now owned by Developer."
6 2.27 Specific Plan. The term "Specific Plan" means Specific Plan 97-55 which was approved by Ordinance No. 471 adopted by the City on January 14, 1998, as the same may be amended from time to time. The Specific Plan and CFD 2000-1 are coextensive, having the same boundaries.
2.28 Tract; Tracts; Tract No. 28639-1;; Tract Property. The terms shall mean Tract No. 28639-1, comprised of 193.6 subdivided acres excluding the remainder parcel, in the City of Cathedral City, California, as recorded in Book 300, Pages 53 through 66, inclusive.
2.29 Vested Provisions. The term "Vested Provisions" means the provisions of the Specific Plan, the terms and provisions in the other Project Approvals, and the City Laws, all as in effect as of the Effective Date.
3. DEVELOPER'S OBLIGATIONS
3.1 Phase 1: Actions To Be Taken One year after the
Effective Date. The Developer shall cause all of the following actions to be taken by one year after the Effective Date, unless the action expressly states a different deadline for the action:
3.1.1 Monuments. Developer shall verify existing monuments, remove and correctly reinstall erroneous monuments, and shall install missing monuments in all areas of completed construction of Tract 28639-1. Developer shall install monuments in the remaining portion of Tract 28639-1, and for Parcel Map 34148, upon the first Certificate of Occupancy for each construction phase undertaken therein.
3.1.2 Public Streets Improvements. Prior to the City's acceptance of the public streets, the Developer shall cause the public streets on Lots A through Z, inclusive, and Lots Al through A5, inclusive, of Tract No. 28639-1 (as generally described in Exhibit "D" — "Streets to be Dedicated to the City" and Exhibit "E"- "Depiction Of Streets To Be Dedicated To City With Maintenance Obligations", attached hereto and incorporated by this reference), to be reconstructed and/or crack and slurry sealed to City approved standards, cause all damage to the constructed public street curbs in excess of normal wear-and-tear damage to be repaired, cause all cracks in the constructed public street sidewalks that present safety concerns to be repaired, cause all damage to the constructed public street cross-gutters and spandrels in excess of normal wear-and-tear damage to be repaired, cause all ADA ramps on the constructed public streets to be modified to comply with current ADA/City standards, cause all erected regulatory and directional signage for the public streets to be upgraded to meet the City's current standards for heights and locations of such signage and cause all traffic circles to be upgraded with directional traffic control signage, medians and/or curbing to ensure one way traffic around the traffic circles.
7 3.1.2.a. Upon completion of the improvements as identified herein and the City's acceptance of said improvements, the Developer shall deed to the City in fee simple title the public streets and alleys in the Project. The City shall then convey the maintenance responsibilities including, but not limited to, the alleys, raised landscape medians, sidewalks, pedestrian and ADA ramps, parkways, streetlights, and in-pavement trees and tree wells, to the Developer or City-approved designee by appropriate document. If said designee is the Homeowners Association, then conveyance of maintenance responsibilities will be through an amendment to the Master Declaration or other appropriate document.
3.1.2.b. The above-noted maintenance responsibilities are notwithstanding City Municipal Code Section 14.12.010, Duty to Maintain, regarding adjacent property owners' responsibility for repairing and maintaining public improvements.
3.1.3 Alley Improvements. All constructed and completed alleys on Lots CC through EE, inclusive, Lots LL through PP, inclusive, and Lot GG, and a portion of Lot FF in the Project have been deeded to and being maintained as noted in Section 3.1.2.a above. Developer shall complete all alley improvements in areas of completed construction of Tract 28639-1.
Developer shall complete alley improvements in the remaining portion of Tract 28639-1, and Parcel Map 34148, on a block-by-block basis corresponding to the construction of residential units for the block.
However, Developer shall have up to, but not in excess of, one (1) calendar year to complete alley improvements to the standards established in Section 3.1.2 above after issuance of the first Certificate of Occupancy for each block.
3.1.4 Construction Improvements for the Completed Construction Area. The Developer shall cause the following missing improvements within the completed construction area as depicted on Exhibit "F" — "Proposed Construction Phasing", attached hereto, with the exception of improvements fronting lots 275 and 276 of Tract 28639-1 which are to be completed concurrently with development of lots 275 and 276 in accordance with the Approved Plans and City standards:
Signage and striping (including adjustment to current existing signs to meet current codes and standards, including ADA standards).
3.1.5 Sand Removal. By the first (1st) anniversary of the Effective Date (Phase 1A), the Developer shall cause the blown sand that has accumulated in the public spaces within the Project Area boundaries, as of the Effective Date, to be removed and disposed of in accordance with all applicable laws. Developer shall remove and properly dispose of the blown sand that is within the public spaces of the Project Property for the Term of the Agreement, with the exception of the area along Rio Silverado which is to be completed as part of Phase 4 construction as shown on Exhibit "F" to the Agreement. In addition, in order to deter the formation 8 of sand dunes, the Developer shall cause all existing chain link green fabrics and wooden snow fences in the Project Area to be removed and replaced with a sand deterrent acceptable to the City.
3.1.5.a. In areas of completed construction of Tract 28639-1, Phase One Construction and Phase Two Construction Developer shall complete the repair and/or replacement of all sand deterrents mitigation improvements as required in Section 3.1.5 above.. These same removal and deterrence actions shall become an ongoing obligation of the HOA after Developer completes and City accepts improvements within each separate Phase of the Project.
3.1.6 Perimeter Fence. In order to deter trespassing and the illegal dumping of trash and other debris on the Project Property, the Developer shall cause the chain link fence around the perimeter of the Project Property to be repaired and maintained to the satisfaction of the City for the term of this Agreement.
3.1.7 Club House Improvements. The Developer has completed the repair and renovation to the Club House, including, without limitation, repair and renovation to the exterior walls of all three buildings; the hardscape and walkway improvements; the landscaping and irrigation improvements; and Pool No. 1. The Developer has completed the remodel and restoration and/or completed in accordance with the Approved Plans to a condition acceptable to the City, the interiors of the restroom shower facilities and the middle office building in "Phase 1 Remodeling" as depicted on Exhibit "C" — "Club House Phasing" attached hereto. Such remodeling and restoration activities included, without limitation, electrical work to the Club House buildings and facilities and re-painting the exterior of the Club House buildings. The North and South interiors of Community Rooms have also been completed. The Club House Improvements have been completed to the satisfaction of the City, and the City has issued the Developer a Certificate of Occupancy.
3.2. Phase 2: Actions To Be Taken By End Of Fifth Year. Unless another deadline is expressly provided for below, the Developer shall cause the following actions to be taken prior to the fifth year after the Effective Date:
3.2.1 Remaining Club House Improvements. The Developer shall cause the remainder of the Club House remaining improvements in "Phase 2 Remainder" as depicted in Exhibit "C"-"Clubhouse Phasing" attached hereto, to be completed in accordance with the Approved Plans to a condition reasonably acceptable to the City
3.2.1.a. Developer shall complete the Phase 2 Remainder Improvements to the Club House at the earlier of i) 750 completed homes, ii) prior acceptance for maintenance by the HOA, or ill) the issuance of the final Certificate of Occupancy on the last house in TTM 37124 (Lot 293) .
9 3.2.2 Backbone Street Infrastructure. The Developer shall cause the sidewalks, pavement and tog seal, curbs and gutters, ater and sewer improvements, drainage improvements, signage and striping, streetlights, parkway landscaping and irrigation systems, and other backbone street infrastructure for the PSRV parcels to be completed and maintained in accordance with the public streets and alleys, as depicted on Exhibit "F"-"Proposed Construction Phasing" attached hereto.
Notwithstanding the foregoing, in the event the Developer is unable to complete the backbone street infrastructure improvements for Phases 3 and 4, as depicted on Exhibit "F"- "Proposed Construction Phasing" attached hereto, by the fifth (5th) anniversary of the Effective Date, the date by which such improvements shall be completed and the term of this Agreement shall be extended for three (3) additional years, as described below, without any modification of the other terms and provisions of this Agreement. During the three (3) year extension, the Development Impact Fees will be those normally charged by the City as of the commencement of the three (3) year extension.
3.2.3CVWD Improvements. The Developer shall cause all CVWD water improvements for the Project Property to be completed in accordance with the timeline and milestones set forth in the CVWD Development Agreement.
It is expressly agreed herein that no Certificate of Occupancy or Certificate of Completion will be issued for any residence or unit for which CVWD Will not issue a "will serve" letter.
3.3 Taxes and Assessments. Ad valorem taxes and assessments, if any, on the Project Property and taxes upon this Agreement or any rights hereunder levied, assessed or imposed, whether delinquent or prospective, as to any following the Close of Escrow, shall be borne by Developer.
3.4 Developer's General Obligations. The Parties agree that the intent of this Agreement is to allow and require the Developer to improve the Project to a condition such that subdivided property within the Project can be transferred to merchant builders, all to the end goal of permitting the completion of the development originally contemplated by the Prior Approvals. The Developer believes that the tasks assumed by it, when taken with the City's Obligations as described in Section 4. below, will be sufficient to accomplish the general obligations identified herein. The Developer agrees that to the extent that issues arise which were not contemplated by this Agreement, but which are required to enable the Developer to meet its general obligation, it will be solely responsible for resolving said issues at its sole cost and expense. Other than as to such actions as are heretofore described, this Agreement does not obligate the Developer, or its successor(s) or assign(s) to take any further obligations with respect to the Project or the Project Property, other than those which are necessary to complete the Developer's express obligations and meet its general obligations.
4. CITY'S OBLIGATIONS
4.1 Obligations of City Generally. The Parties acknowledge and agree that Developer's agreement to perform and abide by its covenants and obligations in this 10 Agreement is a material consideration for City's agreement to perform and abide by the covenants and obligations of City and for City's agreement to sell Developer the City Property, as set forth herein.
4.2 Protection of Vested Rights. To the maximum extent permitted by law, City shall take any and all actions as may be necessary or appropriate to ensure that the rights provided by this Agreement are vested, applicable to the Project, and may be exercised by the Developer and/or its successors in interest and binding on the City. Any city laws on other actions will not apply to the Project to the extent provided herein. The City agrees to make best efforts to preserve the provisions and intent of the Project Approvals and this Agreement, including: (i) to preserve current entitlement per the approved Specific Plan; (ii) to guarantee density to a maximum of 1,362 units; (ii) to not be subject to any moratorium declared under the City's discretion; and (iii) to not be subject to CFD 2006- 1 (Improvement Districts for Police, Fire, Paramedics and Parks).
4.3 Development Impact Fees. The Developer shall be obligated to pay to the City, Development Impact Fees at the rates and in the amounts in effect at the time of issuance of a building permit. For reference purposes only, the rates in effect as of June 8, 2022, are set forth on Exhibit "G" - "Schedule of Development Impact Fees," attached hereto and incorporated by this reference. The applicable pro rata share of any Development Impact Fees shall be paid by the Developer, or if applicable, by the merchant builder, to the City at the time of the issuance of a building permit for the construction of a structure within the Project. In computing the amount of any Development Impact Fees due under the Quimby Act or any other law requiring the payment of Development Impact Fees for parkland or recreational facilities, the City shall credit the Developer for the parks and recreational improvements in the Project in accordance with Section 9.106.120 of the Cathedral City Municipal Code.
4.4 Financing Plan; Acquisition of PSRV Properties. Prepayment of CFD No. 2000-1 Special Taxes: Financing Plan. Developer agrees to prepay the CFD No. 2000-1 special tax obligation of the Project Property owned by the Developer in the amount of $7,701,277.00, if received by the City prior to June 1, 2022, or the amount of $7,733,037.08, if received by the City prior to July 13, 2022 (such payment, the "CFD No. 2000-1 Prepayment"). Upon the City's receipt of the CFD No. 2000-1 Prepayment, it shall record against such Project Property a notice of cessation and extinguishment of the special tax lien of CFD No. 2000-1 with respect to all such Project Property. Subject to the City's receipt of the CFD No. 2000-1 Prepayment, the City shall support the Developer's efforts to finance the additional infrastructure improvements needed for the balance of the build-out of the Project through the formation of one or more new financing districts in accordance with the Public Facilities Financing Plan attached hereto as Exhibit "1" (the "Financing Plan"). The City's obligations in this regard shall be subject to and consistent with the City's ordinances and policies, regarding use of public financing, as well as any applicable provisions of state or federal law.
4.5 Maintenance of Properties. The City will use its best efforts to have the RWA Properties maintained per City Municipal Code as described in Section 2.26 included herein.
11 4.6 Flood Hazard Map Revisions. The City shall generally cooperate with and support the Developer's efforts in filing a Letter of Map Revision ("LOMR") to obtain modifications to the flood hazard maps maintained by the Federal Emergency Management Agency (FEMA) that are applicable to the Project Property.
4.7 CVWD Development Agreement. The City shall, to the extent not in violation of any existing City obligation, generally cooperate with and support the Developer's efforts to: (i) obtain modifications to the CVWD Development Agreement; (ii) use CFD Bond proceeds to support the offsite infrastructure in accordance with the Financing Plan; i.e. Reservoir, pipelines, access road easements, etc.; (iii) negotiate the Domestic Water and Sanitation System Installation Special Agreement, dated November 12, 2002, if necessary, between CVWD and Rio Vista Land Company, and the revision of the Domestic Water and Sanitation System Installation Special Agreement, dated October 27, 2003, from Steve Robbins of CVWD to Lynn Burnett with a revised "Appendix A."
4.8 Road Easement to Offsite Reservoir Site. The City shall make its best effort to assist the Developer in the perfection of the existing Road Easements over the real properties as described in the Easement Documents, Instrument Nos. 20498, 20499, 20500 and 20501 recorded February 3, 1982 (copies of which are included in Exhibit "L" - "Road Easement to Offsite Reservoir Site" attached hereto and incorporated by this reference) and to cooperate with the Developer with the construction of said road to a standard that satisfies both CVWD and City requirements. Developer shall guarantee performance of its obligation to construct said road by furnishing to City, and maintaining, good and sufficient security on forms approved by City and in the amounts determined by the City Engineer to be reasonably required to secure Developer's obligation. Subject to Developer's performance of the preceding obligations of this Section 4.8, City will accept the following dedications for public road purposes and license Developer to enter onto the affected properties together with the public road dedications previously accepted by the City for the purpose of constructing road improvements: (a) Declaration of Dedication recorded February 3, 1982 at O.R. 20498 (APNs 660-390-012, 660-390-006 (Smaldino)); (b) Declaration of Dedication recorded February 3, 1982 at O.R. 20500 (APN 660-390- 007 (Weinstein)), and (c) Dedication of Lot "F" of Parcel Map No. 30726, as set forth in the Parcel Map recorded December 5, 2017 as Instrument No. 2017-0509449, Bk. 243, Pgs. 96-98 (former Declarations of Dedication recorded February 3, 1982 at O.R. 20499 and O.R. 204501 for APNs 659-230-039, 660-390-013 and 660-390-016 (Cheney/Neiford)). The Parties hereby agree that the City shall not be responsible for maintenance of said roadway until the public roadway is fully improved, curb to curb, after it is inspected and accepted by the City.
4.9 Acceptance of Subsequent Subdivisions. Notwithstanding any language in this Agreement to the contrary, all future subdivisions within the Specific Plan will require the submission of tentative maps, will go through the normal subdivision process in order to subdivide property within the Specific Plan, and nothing herein shall preclude or inhibit the City's requirement of subdivision improvement agreements with each map, and the ability to require standard improvement securities to guarantee completion of improvements within specified time periods. However, future subdivision projects shall 12 receive expedited processing if requested and available. Property Owner shall be responsible for any cost associated with expedited processing.
4.10 Indemnity Agreement. The City agrees to indemnify First American Title Insurance in accordance to the terms and provisions set forth in Exhibit "K"- "Indemnity Agreement" ', attached hereto and incorporated by this reference.
5. PROJECT DEVELOPMENT REQUIREMENTS
5.1 Standard of Development. The Project shall be developed in accordance with the Project Approvals and this Agreement. Except as specifically provided herein, during the Term of this Agreement (see Sections 6.1. and 6.2.), the permitted uses within the Proiect, the density and intensity of use, maximum height and size of buildings, other zoning standards, the requirements for reservation or dedication of land for public purposes, the mitigation requirements and all other terms and conditions of development of the Project shall be those set forth in the Project Approvals.
5.2 New City Laws. City Laws which are enacted, adopted, or imposed by initiative or referendum after the Effective Date may be applicable to the Project and the Project Property, but only to the extent that: (a) such new City Laws are not inconsistent with and do not conflict with the Applicable City Laws and the Project Approvals; (b) do not diminish any of the Developer's rights under this Agreement or increase any of the Developer's obligations under this Agreement; and (c) are not inconsistent with and do not conflict with any of the terms of conditions of this Agreement. Developer reserves the right to challenge in court any City Laws that would conflict with the Applicable City Laws or any portion of this Agreement or adversely impact the development rights provided in this Agreement.
Tentative Maps, Permits and Other Approvals. In accordance with the provisions of Government Code Section 66452.6, all tentative maps, and all permits and other approvals, shall be extended, from time to time in accordance with state and local law, pursuant to application by the Developer, consistent with the term of this Agreement.
The number of phased final maps that may be filed shall be determined by the City's Subdivision Map Act, is subject to appeal to the Mayor and City Council, at the time of approval or conditional approval of a tentative map. Such tentative and final maps shall comply with State and Federal laws. The Vested Provisions may be modified only by the City as it determines to address a compelling public necessity regarding health and safety that cannot reasonably be addressed by other means, or as otherwise provided in this Agreement. The life of the Tentative Tract Map shall follow State allowances. A substantial conformance process would allow changes to comply with current design standards, water quality issues or similar changes, or modifications to the Project to transfer density may be made by staff determination, appealable to the Planning Commission at a public hearing.
5.4 Timing of Development. The Parties acknowledge that development of the Project will be affected by numerous factors outside the control of the Developer (e.g., general economic conditions, interest rates and market demand, etc.). Developer agrees 13 to use best efforts to develop the Project in such order and at such rate and times as stated herein. Nevertheless, the Parties hereby acknowledge and agree that the Developer may develop the Project in such order and at such rate and times as are appropriate within the Developer's business judgment, subject to compliance by the Developer with the Project Approvals and such other conditions and requirements imposed by the City and not in conflict with this Agreement.
6. TERM OF AGREEMENT
6.1 Initial Term. The initial term of this Agreement shall be five (5) years, commencing on the Effective Date of this Agreement, and shall be subject to the extensions set forth in Section 6.2. below.
6.2 Extensions of Initial Term. As set forth in Section 3.2.2. of this Agreement, in the event the Developer is unable to complete the backbone street infrastructure improvements, as depicted on Exhibit "F"- "Proposed Construction Phasing" attached hereto, by the fifth (5th) anniversary of the Effective Date, the date by which such improvements shall be completed and the term of this Agreement shall be extended for three (3) additional years, without any modification of the other terms and provisions of this Agreement (excluding the provisions relating to Development Impact Fees as set forth in Section 4.3.). The City and the Developer may, but are not obligated to, agree in writing to further extensions of the term of this Agreement that may be appropriate in connection with the development and construction of improvements on the Project Property and are permitted by law.
6.3 Reimbursement for Oversize Public Improvements. Public facility improvements that are currently considered are offsite-roads and water infrastructure.
This includes oversizing of improvements to provide more capacity than the Project's needs require. Such improvements would be subject to reimbursement per Section 14.32 of the Cathedral City Municipal Code unless reimbursement is provided by another jurisdiction for that portion that is oversized. Only land outside the ownership of the Project Property shall pay the reimbursement as part of improvements subject to this provision.
6.4 Compliance with Laws. The Project will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies having jurisdiction over either the Developer or the Project Property and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency. All permits, consents, permissions and licenses required by any federal, state or local government or agency to which the Developer or the Project Property is subject, which may be necessary in relation to this Agreement or the acquisition, development, construction, or ownership of the Project, at, or prior to, the commencement of construction have been obtained, and none of such consents, permissions and licenses are subject to appeal or to conditions which have not been met.
6.5 Amendment of Agreement.
14 6.5.1 Formal Amendment. This Agreement, including the term hereof, may be amended from time to time by mutual consent of the Parties. Consent by the City shall mean an affirmative vote of the City Council.
6.5.2 Clarification. The foregoing notwithstanding, the Parties acknowledge that refinements and further development of the Project may demonstrate that changes are appropriate with respect to the details and performance of the Parties under this Agreement. If and when the Parties find that changes or adjustments are necessary or appropriate, which changes do not necessitate a formal amendment of the Agreement as determined by City in the exercise of its discretion, they shall, unless otherwise required herein or by law, effectuate the changes or adjustments as follows:
6.5.2.a. Community Development Director Authority. Subject to appeal permitted by the Municipal Code, the Community Development Director shall have the authority over the following requests for change or modification:
(i) Approval of minor site plan revisions;
(ii) Changes in Project infrastructures;
(iii) Product types;
(iv) Annual review and approval of the Mitigation Monitoring and Reporting Program;
(v) Minor revisions to Design Guidelines;
(vi) Density transfer between Planning Areas without exceeding to top number of units allowed by the approved Specific Plan.
6.5.2.b. Planning Commission Authority. Subject to appeal permitted by the Municipal Code, the Planning Commission shall have the authority over following requests for change or modification:
(i) Change in total number of proposed Units;
(ii) Approval of major site plan revisions;
(iii) Major revisions to Design Guidelines; and
(iv) Minor revisions to land use when uses could be considered accessory to approved uses; and
(v) Increase/decrease in number of lots.
15 6.5.2.c. City Council Authority. Subject to appeal permitted by the Municipal Code, the City Council shall have the authority over the following requests for change or modification:
(i) Alteration of the permitted uses of the Project Property; (ii) Increase in the intensity of use or the number of lots; (iii) Deletion of a requirement for the reservation or dedication of land for public purposes except for minor boundary adjustments approved by the Community Development Director; and
(iv) Extension of the Term
PURCHASE PRICE; TERMS OF PAYMENT
7.1 Purchase Price. The City acknowledges that the full purchase price of $2,107,761 has been paid.
8. RESERVED
9. GENERAL PROVISIONS
9.1 Conflicts of interest. The Developer and City each warrants and represents, to the best of its present knowledge, that no public official of the City who has been involved in the making of this Agreement, or who is a member of a City board or commission which has been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement or the Project in violation of the rules contained in California Government Code Section 1090, et seq., pertaining to conflicts of interest in public contracting. The Developer and the City shall each exercise due diligence to ensure that no such official will receive such an interest.
The Developer and City each further warrants and represents, to the best of its present knowledge and excepting any written disclosures as to these matters already made to the other Party, that (1) no public official of the City who has participated in decision-making concerning this Agreement or the Project or has used his or her official position to influence decisions regarding this Agreement or the Project, has an economic interest in the Developer or the Project, and (2) neither the Project nor this Agreement will have a direct or indirect financial effect on said official, the official's spouse or dependent children, or any of the official's economic interests. The Developer and City each agree to promptly disclose to the other Party in writing any information it may receive concerning any such potential conflict of interest. The Developer's attention is directed to the conflict- of-interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100, et seq.) and its implementing regulations (California Code of Regulations, Title 2, Section 18700, et seq.).
9.2 Nonliability. No member, official, employee, or agent of the City or the City shall be personally liable to the Developer, or any successor in interest, in the event of 16 any default or breach by the City or for any amount which may become due to the Developer or successor under the terms of this Agreement.
9.3 Developer's Warranties and Representations. The Developer represents and warrants to the City that: (a) the Developer is duly organized, validly existing and in good standing under the laws of the State of California; (b) the Developer is the true and correct owner of the Developer Property described on Exhibit "A"- "Property Legal Description" attached hereto; (c) subject to US Bankruptcy Court approval the Developer has full right, power and lawful authority to enter into and perform the obligations of the Developer under this Agreement; and (d) the execution, performance and delivery of this Agreement by the Developer has been fully authorized by all requisite actions on the part of the Developer.
9.4 City's Warranties and Representations. The City warrants and represents to the Developer that: (a) the City is a municipal corporation organized and existing under the laws of the State of California; (b) the City has full right, power and lawful authority to enter into and perform the obligations of the City under this Agreement, and (c) the execution, performance and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of the City.
9.5 Amendments. Any amendment to this Agreement must be in writing, approved by a majority vote of the City Council, and must be executed by both the City and the Developer or the Developer's successor in interest.
9.6 Time. Time is of the essence in the performance of this Agreement.
9.7 Delay. Performance by either Party under this Agreement shall not be deemed to be in default where delays or default are due to war, acts of terrorism, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, unusually severe weather, acts or failure to act of any public or governmental agency or entity with respect to Project permitting (provided that acts or failure to act of the City shall not extend the time for the City to act hereunder), or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform; provided, however, that a Party's lack of funds or financing shall not be deemed to be a cause beyond the control of such Party. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the City and the Developer.
9.8 Notices, demands and communications. Notices, demands and communications under this Agreement shall be given in writing by any commercially accepted means to the principal offices of a party as follows, or if any such office is relocated, to the new address specified by the relocated Party:
17 City: City of Cathedral City
Attn: City Manager
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
With a copy to: Burke, Williams & Sorensen, LLP
Attn: Eric Vail, City Attorney
1770 lowa Avenue, Suite 240
Riverside, California 92507-2479
Facsimile: (951) 788-5785
To Developer: Verano Recovery, LLC
Atti Jim Coad, President.
690 East Gren Street, Suite 200
Pasadena, CA 91101
Facsimile: (323) 874-8800
With a copy to:
Bruce R. Corbett, Esq.
Corbett,
3051 Al, Say Avenue Suite 4-1
Costa Mesa, CA 92626
Main: (949) 553-9266 ext. 244
Cell: (949) 701-0132
E-mail: [email protected]
And
Marc C. Forsythe, Esq.
GOE FORSYTHE & HODGES LLP
18101 Von Karman, Suite 1200
Irvine, CA 92612
Phone (949) 798-2460
If mailed, the written notice shall be deemed received and shall be effective three (3) business days after deposit in the United States mail in the State of California or upon actual receipt by the addressee if earlier.
9.9 Covenants Run With The Land. All of the terms, provisions, covenants, and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors and assigns, and all other persons or entities acquiring all or any portion of the Project Property, or any interest therein, whether by operation of law or in any manner whatsoever, and the rights thereof shall inure to the benefit of such Parties and their respective heirs, successors and assigns.
The Parties intend that the covenants contained in this Agreement shall constitute 18 covenants running with the land and shall bind the Project Property and every person having an interest in the Project Property during the term of this Agreement. The Developer agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Project Property.
9.10 No Damages Relief Against City. The Parties acknowledge that City would not have entered into this Agreement had City been exposed to damage claims from the Developer for any breach of this Agreement. As such, the Parties agree that in no event shall the Developer be entitled to recover damages against City for the breach of this Agreement.
9.11 Violations.
9.11.1 Violation by the Developer. The Developer shall be deemed in violation of the terms of this Agreement if a finding and determination is made by the City Manager, upon the basis of substantial evidence, however received, that the Developer has not complied with one or more of the material terms or conditions of this Agreement, or if, at the end of the Term, as extended, if applicable, the Developer has not met its general obligations as set forth in Section
3. hereof. A default on the part of an assignee after an assignment pursuant to Section 9.15., below, of this Agreement shall not constitute a violation of this Agreement by the Developer.
9.11.2 Violation by City.
9.11.2.a. The City shall be deemed in violation of the terms of this Agreement upon failure of the City to carry out any of its obligations hereunder, except that, notwithstanding any language or provision to the contrary in this Agreement, the City shall not be required to take any action or omit to take any action which is illegal and/or outside its powers and jurisdiction, and a refusal to take such action or to omit to take such action cannot constitute a breach of this Agreement by the City.
9.11.2.b. If the Developer believes the City to be in violation of this Agreement, the Developer promptly shall notify the City, in writing, through its City Manager, with a copy to the City Attorney, to that effect, setting forth the grounds upon which a violation is claimed, facts in support of such grounds, and the means through which such violation may be cured. The City shall have thirty (30) calendar days following the date of receipt of the notice within which to take action to deny the claim, cure the violation or undertake substantial action toward the cure. If the City fails to cure the noticed alleged violation within the time provided, the Developer may pursue such remedies which are legally afforded to it which are not in violation of this Agreement.
19 9.11.2.c. If the action of the City is unsatisfactory to the Developer, the Developer may make an appeal to the City Council, provided that, within ten (10) days following the date of receipt of the notice of denial of the claim, or within ten (10) days following the date of expiration of the cure period described in the preceding paragraph, whichever occurs first, the Developer files with the City Clerk a notice of appeal to the City Council. The City Council thereafter shall consider this matter on the agenda of its next regularly scheduled meeting, which shall be an open meeting but not a public hearing, at which the Developer and City staff may present information regarding the alleged violation. Based upon the information presented by the Developer and/or City staff, the City Council shall make a determination as to whether the City is in violation of this Agreement, as alleged by the Developer.
9.11.3 Enforcement of Agreement. Subject to the prior exhaustion of all administrative remedies set forth in Sections 9.11.1 and 9.11.2 above, each party hereby waives all rights save for the right of specific performance or other equitable remedy against the other hereunder and otherwise specifically set forth herein.
This specifically constitutes an expression of the intent of the Developer, its heirs, successors and assigns, joint venturers and all others bound hereby, and the City to be a waiver of any alleged Constitutional violations that may be waived by the Parties and, as specified in Section 9.14., below, a waiver of any and all contractual damages of whatever source or type. Any such equitable action or proceeding shall be brought in the Superior Court of Riverside County, State of California, or in an appropriate federal court.
9.12 Attorneys' fees. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement as a result of any breach of this Agreement, the party prevailing in any such action shall be entitled to recover against the party not prevailing all reasonable attorneys' fees and costs incurred in the action.
9.13 Developer Default. No building permit shall be issued or building permit application accepted for any structure on the Project Property with the exception of any structure to be constructed by a merchant builder who acquired the Project Property on which such structure is located from Developer, and who is otherwise in compliance with all requirements for the issuance of said permit, after the Developer is determined by City to be in default of the terms and conditions of this Agreement in accordance with Section
9.11.1., above, of this Agreement, and until such default thereafter is cured by the Developer or is waived by the City.
9.14 Waiver. All waivers of any rights, duties or obligations under this Agreement must be in writing to be effective or binding upon the waiving party, and no waiver shall be implied from any omission by a Party to take any action with respect to any event of default. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party shall not constitute waiver of such party's right to demand strict compliance by such other Party in the future. No express written waiver of 20 any event of default shall affect any other event of default or cover any other period of time specified in such express waiver.
9.15 Developer's Right to Assign or Transfer. The Developer may not assign or transfer any of its rights or interests under this Agreement without the express written consent of the City. The City hereby expressly consents that the Developer may assign its rights and obligations under this Agreement to any other person or entity ("Assignee"), at any time during the term of this Agreement, on the terms and conditions set forth in this Section (including all subsections hereof). City expressly consents to the assignment to Northlight Capital Partners LLC a Delaware limited liability company or its affiliate.
9.15.1 Restrictions. Any assignment of the Developer's rights or obligations under this Agreement must meet the following requirements: (i) The assignment (a) must occur in connection with sale, hypothecation or other transfer of a legal or equitable interest in the Project Property or a portion thereof, including any foreclosure of a mortgage or deed of trust or a deed in lieu of foreclosure, or in connection with formation of a new entity which is the assignee and in which the Developer is a partner, member or other form of co-owner, or (b) must result from the formation, by the Developer, of a new legal entity, in which the Developer has an interest, which will own all or a portion of the Project Property; and (ii) the assignee must demonstrate the following, to the reasonable satisfaction of the City Manager: (a) the ability to perform or secure any public improvement obligations required by the City in connection with the Project phase or other interest being transferred, as identified in the conditions of approval of the applicable subdivision map or elsewhere in the Project Approvals; (b) the financial capabilities to meet the obligations of this Agreement as they relate to that portion of the Project assigned to Assignee; and (c) its expertise in managing projects similar in size to the Project phase or other interest being assigned. The City shall give the Developer written notice of its satisfaction or dissatisfaction with the proposed Assignee within thirty (30) calendar days of receipt by the City of the information the City requires pursuant to this Section. If it fails to do so, the Developer may give written notice to the City of its failure to respond, indicating that the City must do so within thirty (30) days of the receipt by the City of the Developer's notice or the City's approval will be deemed to have been given. The City's failure to timely communicate to the Developer its approval or disapproval within said ten (10) days period shall result in City being deemed to have approved the proposed assignment. The City shall, to the extent permitted by law, treat all such information as confidential and proprietary, to be made available solely to City officials and staff required to review it in order to carry out the purposes of this paragraph. If the Developer assigns less than its full interest in the Project or the Project Property, this Agreement shall be binding on the Assignee and on the Developer, to the extent of the interest of each.
9.15.2 Notice Requirement. The Developer shall give the City prior written notice of any such assignment, including a copy of all documents executed by the Developer and the Assignee in connection with the assignment, and the Assignee shall provide the City with notice acknowledging its acceptance of its obligations 21 hereunder as a successor in interest to the Developer. Upon such assignment, the acceptance thereof by the Assignee and provision of the required notices to the City by both the Developer and the Assignee, the Developer shall be relieved of its rights and obligations hereunder to the extent that such rights and obligations have been specifically transferred to and accepted by the Assignee.
9.15.3 Compliance With Project Approvals. Each Assignee acquiring all or any portion of the Project Property, and thus becoming an Assignee of the rights and obligations in this Agreement to the extent of such property acquisition, shall be entitled to each and all of the rights, and be subject to each and all of the conditions and obligations, set forth in, and established by, the Project Approvals.
The Assignee takes any such rights, obligations, entitlements or approvals as it finds them as of the date of the Assignment, and the Assignment in and of itself shall not cure any default, or any condition which with notice and an opportunity to cure might become a default, nor shall it act to extend any time for compliance by the Developer or Assignee. Subsequent to an Assignment under this Section, all references in this Agreement to the "Developer" shall mean and refer, instead, to the Assignee as such references pertain to a portion of the Project acquired by the Assignee.
9.15.4 Effect of Assignment. Upon Assignment and approval of that Assignment as provided in Section 9.15, such Assignee shall, with the prior consent of the City, either (a) be entitled to all of the rights and be subject to all of the obligations as set forth in this Agreement, as such rights and obligations apply specifically, either wholly or pro-rata, to that portion of the Project to which Assignee has acquired an interest as the result of such Assignment; or (b) be entitled to such of the rights and be subject to such of the obligations set forth in this Agreement as are expressly identified in the Assignment and related to that portion of the Project to which Assignee has acquired an interest as a result of such Assignment.
9.15.5. Effect of Default. Any default by the Developer in the terms or conditions of this Agreement or in the Project Approvals, existing at the time of assignment of any of its rights and obligations hereunder, shall remain the obligation of the Developer, unless the Assignee expressly accepts such obligation, and the City expressly approves the assignment of such obligation. Any default by the Assignee in the terms or conditions of this Agreement or in the Project Approvals, occurring after the time of assignment of any rights and obligations of the Developer to the Assignee, shall be solely the responsibility of that Assignee, and shall not be deemed to be a default by either the Developer or any other Assignee and shall not affect the rights occurring to any other portion of the Project Property pursuant to this Agreement or the Project Approvals.
9.16 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California.
22 9.17 Cooperation In The Event Of Legal Challenge. In the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision of this Agreement or any potential subsequent development approvals, should any be obtained, the parties hereby agree to cooperate in defending such action or proceeding.
9.18 Hold Harmless Agreement. The Developer hereby agrees to and shall defend, save and hold City and its elected and appointed boards, commissions, officers, agents and employees harmless from any and all claims, costs and liability for any damages, personal injury or death, which may arise, directly or indirectly, from the Developer's or the Developer's contractors' subcontractors', agents' or employees' operations under this Agreement, whether such operations be by the Developer or by any of the Developer's contractors, subcontractors, agents or employees.
9.19 Indemnification. The Developer shall defend, indemnify and hold harmless City and its agents, officers and employees against and from any and all liabilities, demands, claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (a) this Agreement; (b) any environmental impact report prepared in connection with the City's adoption of the Project that is the subject of this Agreement; and (c) the proceedings undertaken in connection with the City's adoption or approval of any of the above.
9.20 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as so invalidated would be unreasonable or grossly inequitable under the circumstances or would frustrate the purposes of this Agreement.
9.21฿ Mortgagee Protection. The Parties hereto agree that this Agreement shall not prevent or limit the Developer, in any manner, at the Developer's sole discretion, from encumbering the Project Property or any portion thereof or any improvements thereon by any mortgage, deed of trust or other security device. The City acknowledges that the lender(s) providing such financing may require certain Agreement interpretations and modifications and agrees, upon request, from time to time, to meet with the Developer and representatives of such lender(s) to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or non-judicial foreclosure sale or a person or entity who obtains title by deed-in-lieu of foreclosure ("Mortgagee") on the Project Property shall be entitled to the following rights and privileges.
9.21.1 Mortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, 23 or impair the lien of any mortgage or deed of trust on the Project Property made in good faith and for value. No Mortgagee shall have an obligation or duty under this Agreement to perform the Developer's obligations, or to guarantee such performance, prior to taking title to all or a portion of the Project Property; provided, however that a Mortgagee shall not be entitled to a building permit unless the Mortgagee satisfies all of the requirements under this Agreement, the Applicable Rules and any future Project Approvals granted by the City. The above notwithstanding, the Mortgagee shall be on notice of and shall act in compliance with the requirement for a Homeowners Association and Master Declaration described herein.
9.21.2 Request for Notice to Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Project Property, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive a copy of any Notice of Default delivered to the Developer. Failure of the City to provide notice to the Mortgagee as provided here shall not constitute a limitation on the City's ability to proceed against the Developer for a cure.
9.21.3 Mortgagee's Time to Cure. The City shall provide a copy of any Notice of Default to the Mortgagee within ten (10) calendar days of sending the Notice of Default to the Developer. The Mortgagee shall have the right, but not the obligation, to cure the default for a period of thirty (30) days after receipt of such Notice of Default. Notwithstanding the foregoing, if such default shall be a default which can only be remedied by such Mortgagee obtaining possession of the Project Property, or any portion thereof, and such Mortgagee actively seeks to obtain possession, and continues that effort in a diligent and continuous manner, such Mortgagee shall have until thirty (30) days after the date of obtaining such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, and thereafter diligently prosecute such cure to completion.
9.21.4 Cure Rights. Any Mortgagee who takes title to all of the Project Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, shall succeed to the rights and obligations of the Developer under this Agreement as to the Project Property or portion thereof so acquired. Such Mortgagee shall not be liable for defaults or monetary obligations of the Developer arising prior to acquisition of title to the Project Property by such Mortgagee, except that, any such Mortgagee shall not be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary obligations due under this Agreement for the Project Property, or portion thereof acquired by such Mortgagee, have been paid to City and until all conditions, including installation of infrastructure and other improvements, have been complied with. Notwithstanding the foregoing, the Parties acknowledge that the City has duties to the bond holders under the bond documents which funded the assessment district and nothing contained in this Agreement shall require the City to violates its contractual responsibilities under the bond documents. 24 9.22 Relationship of Parties. The relationship of the Developer and the City for this Project is that of independent contractors and shall not be construed as a joint venture, equity venture, partnership, or any other relationship.
9.23 City approvals. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City Manager or his or her designee is authorized to act on behalf of the City and/or to sign on his/her own authority amendments to this Agreement which are of routine or technical nature, unless specifically provided otherwise or unless the rules and regulations of the City or other applicable law, rule or regulation, prohibit the City Manager from acting unilaterally in such matters. The approval of a party of any documentation or submissions herein called for shall not be unreasonably withheld, delayed or conditioned. Notwithstanding any language in this Agreement to the contrary, the City Council must approve any extension of the term of this Agreement, any determination of a breach by the Developer or an assignee of the Developer.
9.24 Execution of other documentation. The City and the Developer agree to execute any further documentation that may be necessary to carry out the intent and obligations under this Agreement, provided said documentation does not conflict with this Agreement.
9.25 Estoppel certificates. Either Party to this Agreement shall provide an estoppel certificate to the other as requested from time to time stating, if factually correct, that this Agreement has not been modified, or, if modified, stating the nature of such modification, and certifying that this Agreement, as modified, is in full force and effect.
This estoppel certificate may be executed and approved by the City Manager; and approved as to form by the City Attorney.
9.26 Integration. This Agreement constitutes the entire understanding and agreement of the parties with respect to the transaction contemplated by this Agreement.
9.27 Execution and counterparts. This Agreement is executed in duplicate originals, each of which is deemed to be an original. This Agreement may be signed in multiple counterparts, which, when signed by all parties, shall constitute a binding agreement.
9.28 Waiver. No waiver of any right by itself or failure to declare a default when one exists shall constitute a waiver of such right or such default.
9.29 Exhibits. The following Exhibits are attached to this Agreement and are hereby incorporated into this Agreement by reference:
Exhibit A: Developer Property Description
Exhibit B: Project Property
Exhibit C: Club House Phasing
Exhibit D: Streets To Be Dedicated To City
Exhibit E: Depiction Of Streets To Be Dedicated To City With Maintenance Obligations
25 Exhibit F: Proposed Construction Phasing
Exhibit G: Schedule of Development Impact Fees
Exhibit H: City Acquired Properties
Exhibit I: Public Facilities Financing Plan
Exhibit J: RESERVED
Exhibit K: Indemnity Agreement
Exhibit L: Road Easement to Offsite Reservoir Site
9.30 Recordation of Agreement. The City Clerk shall record a copy of this Agreement with the County Recorder's Office for Riverside County, California. [SIGNATURE BLOCKS ON NEXT PAGE]
26 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date first above written. "DEVELOPER" "CITY"
VERANO RECOVERY, LLC CITY OF CATHEDRAL CITY
a California limited liability company a Municipal corporation By: INLAND COMMUNITIES CORP.
a California corporation,
its Managing Member
By: By:
Jamal A. Ahmad Charles P. McClendon,
President City Manager
APPROVED AS TO FORM.
Eric Vail, City Attorney
ATTEST:
Tracey R.Hermosillo,
City Clerk
27 PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBITS "A" THROUGH "L"
(to be attached)
28 PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "A"
DEVELOPER PROPERTY DESCRIPTION
(to be attached)
29 EXHIBIT "A"
PROPERTY DESCRIPTION
That certain real property, together with the improvements thereon, located in the City of Cathedral City, County of Riverside, State of California, more particularly described as follows:
Lots 273, 275 through 277, inclusive, 293, 299, Lettered Lots A through Z, inclusive, AA, BB, Portion of FF, HH through KK, inclusive, A1, A2, A4 and A5 of Tract No. 28639-1 in the City of Cathedral City, California, as shown by Map on file in Book 300, Pages 53 through 66, inclusive, of Maps, Records of Riverside County California.
Parcel 2 of Parcel Map 37792 in the City of Cathedral City, California, as shown by Map on file in Book 248, Pages 72 and 73, inclusive, of Maps, Records of Riverside County California.
Parcels1 through 4, inclusive, of Parcel Map 34148 in the City of Cathedral City, California, as shown by Map on file in Book 220, Pages 8 through 10, inclusive, of Maps, Records of Riverside County California.
PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "B"
PROJECT PROPERTY
(located on file in the City Clerk's Office of the City of Cathedral City, California)
PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "C"
CLUB HOUSE PHASING
(To Be Attached)
32 BHASEY N.A.P
PHASE 2
REMAINDER
Re Vista B
EXHIBIT "C" - CLUB HOUSE PHASING
PARCEL 2 OF PARCEL MAP 37792
PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "D"
STREETS TO BE DEDICATED TO CITY
(to be attached)
33 EXHIBIT "D"
STREETS TO BE DEDICATED TO CITY
Lots A through Z and Al, A2, A4, A5, AA, BB, Portion of FF, HH through KK, inclusive of Tract No. 28639-1, AS SHOWN BY MAP ON FILE IN BOOK 300, PAGE 53 THROUGH 66 OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CAUFORNIA
Said streets and limits of maintenance responsibilities are shown on the attached Exhibit "E" - Depiction of Streets to Be Dedicated and Maintenance Obligations, pages 1 through 4 of 4 which is made a part of this exhibit "D".
PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "E"
DEPICTION OF STREETS TO BE DEDICATED
WITH MAINTENANCE OBLIGATIONS
(located on file in the City Clerk's Office of the City of Cathedral City, California) 35 EXHIBIT "E"
DEPICTION OF STREETS TO BE DEDICATED
AND MAINTENANCE OBLIGATIONS
- PHASE 1 DEDICATION LOT A4
- PHASE 2 DEDICATION LOTAL
LOT A:
STREETS TO BE DEDICATED TO * 3
THE CITY IN FEE TITLE
EXHIBIT "E"
DEPICTION OF STREETS TO BE DEDICATED
AND MAINTENANCE OBLIGATIONS
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EXHIBIT "E"
DEPICTION OF STREETS TO BE DEDICATED
AND MAINTENANCE OBLIGATIONS
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EXHIBIT "E"
DEPICTION OF STREETS TO BE DEDICATED
AND MAINTENANCE OBLIGATIONS
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PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "F"
PROPOSED CONSTRUCTION PHASING
(To Be Attached)
36 PHASE FOUR
CONSTRUCTION
PHASE ONE
CONSTRUCTION"
PHASE FIVE
CONSTRUCTION
COMPLETED
CONSTRUCTION
PHASE TWO
CONSTRUCTION
PHASE THREE
CONSTRUCTION
EXHIBIT "P" _ "PROPOSED
CONSTRUCTION PHASING
PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "G"
SCHEDULE OF DEVELOPMENT IMPACT FEES
(to be attached)
37 EXHIBIT "G"
SCHEDULE OF DEVELOPMENT IMPACT FEES
1 Fire and Police Facilities and Equipment Fund and Traffic Signalization Fund: As per fee schedule in Section 3.17.020 of the Cathedral City Municipal Code, as adopted by City Ordinance 21, as it existed at the effective date of this Agreement. -sicipal Code and City Council Resolo 202 aprople of March 10 2021 car they existed at the effective date of this Agreement.
Development Impact fee: As per City Council Resolution 2006-1, adopted January 25, 2006, as it existed at the effective date of this Agreement. 38 PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "H"
CITY ACQUIRED PROPERTIES
(located on file in the City Clerk's Office of the City of Cathedral City, California) 39 EXHIBIT "H"
CITY ACQUIRED PROPERTIES
Real property in the City of Cathedral City, County of Riverside, State of California, described as follows:
PARCELS 1 THROUGH 4, INCLUSIVE, OF PARCEL MAP 34148, IN THE CITY OF
CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 220, PAGES 8 THROUGH 10,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 677-050-031-9, 677-050-032-0, 677-050-033-1, 677-050-034-2
PARCEL A OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 2006-434; RECORDED SEPTEMBER 29, 2006 AS INSTRUMENT NO. 2006- 0720930 OF OFFICIAL RECORDS, BEING A PORTION OF LOT 273 OF TRACT 28639, IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP RECORDED IN BOOK 300, PAGES 53 THROUGH 66, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPT THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID LOT 273
WITH THE CENTERLINE OF RIO GUADALUPE ROAD, AS SHOWN ON SAID TRACT NO. 28639-1; THENCE NORTHERLY ALONG THE WEST LINE OF SAID LOT 273, NORTH 00° 08' 10" EAST, 148.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE CENTERLINE OF RIO ROSALIA DRIVE AS SHOWN ON SAID TRACT NO. 28639-1, SOUTH 89° 51' 50" EAST, 1,356.00 FEET: THENCE ALONG THE EASTERLY LINE OF SAID LOT 273, NORTH 00° 08' 10" EAST, 139.53 FEET; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 273, SOUTH 89° 46' 13" WEST, 1.356.03 FEET; THENCE ALONG SAID WEST LINE OF LOT 273, SOUTH 00° 08' 10" WEST, 130.87 FEET TO THE TRUE POINT OF BEGINNING.
APN: 677-050-027-6
ALL THAT PORTION OF THE WEST ONE-HALF OF THE NORTH ONE-HALF OF FRACTIONAL SECTION 5, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN
BERNARDINO BASE AND MERIDIAN, IN THE CITY OF CATHEDRAL CITY,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, SHOWN AND DESIGNATED AS "REMAINDER PARCEL" ON PARCEL MAP NO. 34148 RECORDED IN BOOK 220, PAGES 8 THROUGH 10 INCLUSIVE OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
APN: 677-050-029-8
LOT 65 OF TRACT NO. 28639-1, IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 300, PAGES 53 THROUGH 66, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH THE WESTERLY 4.50 FEET OF LOT 66 OF SAID TRACT NO. 28639-1.
SAID DESCRIPTION IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-400 RECORDED MARCH 11, 2005 AS INSTRUMENT NO. 2005- 197072 AND RE-RECORDED APRIL 15, 2005 AS INSTRUMENT NO. 2005-297757 BOTH OF OFFICIAL RECORDS.
APN: 667-551-027-4
LOT 2 OF TRACT NO. 28639-1, IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 300, PAGES 53 THROUGH 66 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE WESTERLY 19.38 FEET OF LOT 2 OF SAID TRACT NO. 28639-1. TOGETHER WITH THE WESTERLY 19.38 FEET OF LOT 1 OF SAID TRACT NO. 28639-1.
SAID DESCRIPTION IS PURSUANT TO PARCEL B OF CERTIFICATE OF COMPLIANCE RECORDED MARCH 11, 2005 AS INSTRUMENT NO. 2005- 197073 OF OFFICIAL RECORDS.
APN: 677-551-020-7
LOT 8 OF TRACT NO. 28639-1, IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 300, PAGES 53 THROUGH 66 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH THE WESTERLY 11.38 FEET OF PARCEL "G" AS
DESCRIBED IN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 04-402, RECORDED MARCH 11, 2005 AS INSTRUMENT NO. 2005-197074
OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
SAID DESCRIPTION IS PURSUANT TO PARCEL 1 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 2004-409, RECORDED MARCH 11, 2005 AS INSTRUMENT NO. 2005- 0197075 OF OFFICIAL RECORDS.
APN: 677-551-025-2
LOT 66 OF TRACT NO. 28639-1, IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 300, PAGES 53 THROUGH 66, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE WESTERLY 4.50 FEET OF LOT 66 OF SAID TRACT NO. 28639-1. TOGETHER WITH THE WESTERLY 21.25 FEET OF LOT 67 OF SAID TRACT NO. 28639-1.
SAID DESCRIPTION IS PURSUANT TO PARCEL B OF CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT. NO. 2004-400 RECORDED MARCH 11, 2005 AS INSTRUMENT NO. 2005-197072 AND RE-RECORDED APRIL 15, 2005 AS INSTRUMENT NO. 2005-297757 BOTH OF OFFICIAL RECORDS.
APN: 677-551-028-5
LOTS 67 AND 68 OF TRACT NO. 28639-1, IN THE CITY OF CATHEDRAL CITY,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 300, PAGES 53 TO 66, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE WESTERLY 21.25 FEET OF LOT 67 OF SAID TRACT NO. 28639-1.
SAID DESCRIPTION IS PURSUANT TO PARCEL A OF CERTIFICATE OF COMPLIANCE, LOT LINE ADJUSTMENT NO. 2004-400 RECORDED MARCH 11, 2005 AS INSTRUMENT NO. 2005-0197072 AND RE-RECORDED APRIL 15, 2005 AS INSTRUMENT NO. 2005-0297757, BOTH OF OFFICIAL RECORDS.
APN: 677-551-029-6
PARCEL E, IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, AS DESCRIBED IN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 04-402 RECORDED ON MARCH 11. 2005 AS DOCUMENT NO. 2005-0197074 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE EASTERLY 6.50 FEET OF PARCEL E AS DESCRIBED IN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 04-402 RECORDED ON MARCH 11, 2005 AS INSTRUMENT NO. 2005-0197074 OF
OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH THE EASTERLY 13.00 FEET OF PARCEL F AS
DESCRIBED IN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 04-402, RECORDED MARCH 11, 2005 AS INSTRUMENT NO. 2005- 0197074, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
SAID DESCRIPTION IS PURSUANT TO PARCEL 2 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 2005-431 RECORDED AUGUST 03, 2006 AS INSTRUMENT NO. 2006-0569754 OF OFFICIAL RECORDS.
APN: 677-551-031-7
PARCEL H, IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, AS DESCRIBED IN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 04-409 RECORDED ON MARCH 11, 2005 AS INSTRUMENT NO. 2005-0197075 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THE EASTERLY 6.50 FEET OF PARCEL H AS
DESCRIBED IN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 04-409 RECORDED ON MARCH 11, 2005 AS INSTRUMENT NO. 2005- 0197075 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
SAID DESCRIPTION IS PURSUANT TO PARCEL 4 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 2005-431 RECORDED AUGUST 03, 2006 AS INSTRUMENT NO. 2006-0569754 OF OFFICIAL RECORDS.
APN: 677-551-033-9
LOT 299 TRACT 28639-1, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 300, PAGE 53 THROUGH 66 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 677-050-016-6
PARCELS OWNED BY
PSRV / CITY
PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
EXHIBIT "'"
PUBLIC FACILITIES FINANCING PLAN
This Rio Vista Village Public Facilities Financing Plan ("Financing Plan") outlines the basic terms and conditions pursuant to which the City and Developer will cooperate to reestablish a new community facilities district ("CFD" to fund the acquisition and/or • establish a plan so that the Developer has reasonable certainty as to how the CFD will be implemented to fund remaining public improvements of the Project and development impact fees of the City, CVWD and/or other public agencies applicable to the Project;
• establish a plan that is consistent with the City's Goals and Policies for Land Secured Financings; and
• provide for the issuance of bonds in series in order to minimize carrying costs and improve overall bondholder security.
Developer acknowledges that by its entering into this Financing Plan, the City is making no representation or warranty whatsoever that any third parties to this Financing Plan will accept or agree to its terms.
Capitalized terms not otherwise defined in this Financing Plan shall be defined as provided in the Purchase and Performance Agreement to which this Financing Plan is an exhibit.
1. The Developer anticipates the CFD will either be established by:
(i) The City as the lead agency;
(i) The Coachella Valley Water District ("CVWD") as the lead agency; or (iii) a State-joint powers authority (such as the California Statewide Communities Development Authority ("CSDA"), California Enterprise Development Authority ("CEDA") or California Municipal Finance Authority ("CMFA") as the lead agency).
The level of the City involvement in the CFD will depend upon which of the three options above are utilized. If CVWD is the lead agency, the City would only be required to enter into a joint community facilities agreement ("JCFA") with CVWD and the Developer in order to authorize the CFD to finance City improvements and development impact fees. If a State joint powers authority is the lead agency for 40 the CFD, the City would be required to join the joint powers authority, unless it is already a member, enter into a JCFA with the authority and enter into an acquisition agreement with the authority and the Developer in order to authorize the CFD to finance City improvements and development impact fees. Any JCFA that the City enters into shall be in form and substance acceptable to the City and shall include provisions similar to an acquisition agreement regarding City acceptance of improvements.
2. The CFD shall be authorized to finance all or a portion of the City, CVWD or other public agency on-site and off-site public improvements ("Facilities" or "Facility"), city capital improvement fees and other Developer cash contributions for City improvements required by the Project's conditions of approval or the Agreement ("Contributions"). Costs of the Facilities to be constructed by the Developer that are eligible to be financed in the CFD are as follows:
a. The actual hard costs for the construction of a Facility, including labor, materials and equipment costs;
b. The costs incurred in designing and preparing the plans and specifications for a Facility;
c. The costs of environmental evaluation of or relating to the Facility; d. Fees paid to governmental agencies for obtaining permits, licenses or other governmental approvals for a Facility;
e. Reasonable costs of construction management and supervision relating to the Facility;
f. Professional costs associated with the Facility, such as engineering, legal, accounting, inspection, construction staking, materials and testing and similar professional services;
g. Costs directly related to the construction of a Facility, such as costs of payment, performance and/or maintenance bonds and insurance costs, and h. The appraised value of any real property or interests therein that is required for the construction, maintenance or operation of a Facility provided such real property is not required to be dedicated pursuant to the Agreement.
Discrete components of the Facilities consisting of usable segments and various cost categories relating to such segments may be funded by the CFD. Examples of cost categories consisting of discrete components are as follows:
Streets
41 • Planning, design, engineering and permitting;
Grading;
• Paving (other than final asphalt cap, curb, gutter, lighting and dry utilities); Sidewalks;
• Real property costs; and
• Final lift, asphalt cap and other final completion items and remaining soft costs.
Wet Utilities (Sewer, Water, Reclaimed Water, Storm Drain) • Planning, design, engineer and permitting;
• Grading and trenching;
• Installation of channels, pipes, basins, rip rap and other structures; • Real property costs; and
• Final completion items and remaining soft costs.
Parks and Trails
• Planning, design, engineering and permitting;
• Grading;
• Installation of irrigation, landscaping, parking facilities, play and recreation equipment, bathrooms and other structures;
• Real property costs; and
• Final completion items and remaining soft costs.
Facilities and Contributions may be financed as payment requests are submitted based on actual cost without prioritization. Facilities and Contributions may be authorized to be financed with the CFD bond proceeds and special taxes of more than one Improvement Area (defined below). If Developer or its designee serves as construction manager on Facilities and/or Contributions, such entity shall be paid a management fee of 5% of the contract prices of all contracts managed by such entity.
3. Receiving Agencies. The City agrees to assume responsibility for the ownership, operation and maintenance of the completed City public improvements that are financed with the CFD special tax and bond proceeds, provided that such improvements are reflective of the type of improvements which are typically owned, operated and maintained by the City. Furthermore, if the City is the lead agency for the CFD, the City agrees to cooperate and pursue JCFAs with other public agencies whose Facilities are financed through the CFD. Alternatively, if CVWD or a State authority is the lead agency in the formation of the CFD, the City agrees to cooperate in securing a JCFA with the lead agency so that City public improvements and development impact fees can be financed by such CFD.
4. Structure of CFD. The CFD may consist of two or more improvement areas (each, an "Improvement Area"). Special taxes of the CFD may be levied within each 42 Improvement Area pursuant to a rate and method of apportionment. The special tax rates may escalate by up to 2% per year.
5. Additional Financing Criteria. CFD bonds may be issued in one or more series, per each individual Improvement Area, to acquire or construct the Facilities and Contributions using the following parameters: (i) a precondition to the issuance of bonds shall be that the value of the real property subject to special taxes required to repay the bonds shall be at least 3 times the amount of the bonds and any other land-secured debt (excluding any proceeds of the bonds to be deposited in an escrow fund), (i) total effective annual tax rates paid by the ultimate users of residential property shall not exceed 2% of the estimated sales prices at the time of CFD formation and/or estimated sales price of homes at the time of bond issuance as provided by Developer, (iii) special taxes and bond debt service may escalate up to 2% per year, (iv) the amount of each CFD bond issue shall be determined by using $25,000 in priority administrative costs per Improvement Area and 110% debt service coverage, (V) the backup special tax shall apply to the ultimate users of residential property, (vi) full or partial prepayment of the special taxes shall be permitted, (vil) special taxes shall be levied at 100% of the assigned special tax rate on each parcel of developed property beginning in the first fiscal year in which the parcel is classified as developed property, until the earlier of (A) maturity of all outstanding CFD bonds or (B) payment of all approved payment requests, acceptance of all Facilities and submittal and approval of payment requests for all Facilities.
6. Bond Release and Fee Credits. The City agrees to relieve Developer or its designee of any improvement security or performance bond requirements relating to and otherwise applicable to the Facilities and Contributions to be funded with the CFD bonds which have been issued and sold.
7. Other Funding Sources. The City agrees to exercise best efforts in accordance with applicable law to apply for and diligently pursue regional, state, and federal funds that may be available to supplement funding of some or all of the cost of Facilities or Contributions.
8. Administrative Modifications. The provisions of this Financing Plan may be nodified with the consent of both the City Manager and Developer in order t address economic circumstances, Project revisions, bond underwriting criteria or other factors consistent with the Development Plan and City and Developer's objectives with respect to the Project, the Facilities, and Contributions. 43 PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
Exhibit "K"
INDEMNITY AGREEMENT
(To Be Attached)
44 PURCHASE AND PERFORMANCE AGREEMENT
(Verano Recovery, LLC - Cathedral City)
Exhibit "L"
ROAD EASEMENT TO OFFSITE RESERVOIR SITE
(located on file in the City Clerk's Office of the City of Cathedral City, California) 45 660-39 TRA 019-087 EXHIBIT "L" - ROAD EASEMENTS
5? SEC. 33, 7.35., R.5E. TO OFFSITE RESERVOIR SITE
BE 18: 336. for 2
19 pU ®EX
134 20 VA ROAD
Por 2
7X2 50E MS. 55-106A
59.87.$ Ao.
1210 280
First American Title - 610 880 - 610"
JINST NO. 2020-0122922
-
VAL
INST. No. 0136841 DATE
INST. Nos. 20498 INST. No. 0160014 10A01 INST. No. 20499 Page Number: 11
INST. No. 20250 Order Number: NHSC-4983927 (50)
40' Public Road Decication Per
Recorded PM 30726
ASSESIDES NOPE. 39
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