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OLIVE GROVE DEVELOPMENT AGREEMENT
REGARDING COMMUNITY ENHANCEMENT CONTRIBUTIONS
This Olive Grove Development Agreement Regarding Community Enhancement Contributions (“Agreement”) is entered into as of September ___, 2023 (“Effective Date”), by and between the City of Rialto, a municipal corporation (“City”) and PRI/CHI Olive Grove, LLC, a Delaware limited liability company (“Owner”). City and Owner are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
R E C I T A L S
This Agreement is made and entered into with regard to the following facts, each of which is acknowledged as true and correct by the Parties to this Agreement:
A. On September 12 , 2023, the City Council certified a final environmental impact report (“ FEIR”) analyzing the Project’s impacts on the environment pursuant to the California Environmental Quality Act (“CEQA”) and adopted a Mitigation and Monitoring Program, Findings of Fact, and a Statement of Overriding Considerations (Environmental Assessment Report No. 2020-0003). On that same date, the City Council approved Owner’s application for a Tentative Parcel Map (TPM No. 2020-0001), Conditional Development Permit (CDP No. 2020-0002), and a Precise Plan of Design (PPD No. 2020-0003), to allow the development and use of one (1) 430,581 square foot industrial warehouse building and one (1) 249,026 square foot indust rial warehouse building (the “Project”) on 31.61 gross acres (31.09 net acres) of land (APN: 0264-213-18) located on the north side of Baseline Road approximately 350 feet east of Fitzgerald Avenue within the Airport-Related Planned Industrial Development (I-AR) land use district of the Rialto Airport Specific Plan, Assessor Parcel Number 0264-213-18.
B. As set forth in the Findings of Fact and the Statement of Overriding Considerations, the City Council finds the Project will result in substantial public benefits sufficient to outweigh its impacts on the environment.
C. The purpose of this Agreement is to memorialize additional public benefits that Owner has voluntarily committed to provide as part of the Project, which are not required by the EIR, and is intended to function as an alternative offset to the impacts on the environment.
Specifically, Owner is offering to provide: (1) conveyance at no cost to the City of a permanent storm drain easement in t he form attached hereto as Exhibit A, and incorporated herein by this reference; and (2) a lump sum community enhancement contribution of $3,000,000 to be used at the City’s sole discretion, but which may include the specific purpose of funding the construction of the storm drain to be located within the permanent storm drain easement being conveyed. This Agreement constitutes Owner’s full compliance with Condition of Approval No. 11 imposed on the City’s approval of CDP No. 2020-0002 regarding entering into a Community Benefit Agreement with the City.
D. The Agreement is in the best interests of the City, and Owner, and the public, and for good and valuable consideration, the City and Owner desire to enter into the Agreement pursuant to the following provisions.
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A G R E E M E N T
NOW, THEREFORE, based on the forgoing Recitals, which are incorporated by reference as if full set forth herein, the Parties hereto agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated herein as a substantive part of this Agreement.
2. Conveyance of Permanent Storm Drain Easement.
a. Within thirty (30) days of City Council approval of the Project entitlements and non-appealable final entitlements being obtained, Owner shall execute and deliver to the City a permanent storm drain easement in the form attached hereto as Exhibit A. b. Upon the City’s issuance of a building permit for the Project, Owner shall make a lump sum payment of three million dollars ($3,000,000) to the City.
3. Termination. This Agreement shall have no force or effect if, (i) prior to the issuance of any building permit for the Project the Project’s entitlements approved by the City are overturned or rescinded, (ii) prior to the issuance of any building permit for the Project, the Project does not successfully obtain all permits needed for its development from all applicable government agencies, or (iii) prior to the expiration of Conditional Development Permit No. 2020 -0002, including any extensions thereof, a building permit has not been issued by the City to the Owner.
4. Notices.
If to Owner:
Pedro Sanchez
PRI/CHI Olive Grove, LLC
101 California Avenue, 40th Floor
San Francisco, CA 94111
[email protected]
With copy to:
Philip Prassas – Vice President
PRI/CHI Olive Grove, LLC
527 W. 7th Street, Suite 200
Los Angeles, CA 90014
[email protected]
With copy to:
Allen Matkins Leck Gamble Mallory & Natsis LLP
Jonathan E. Shardlow
2010 Main Street, 8th Floor
Irvine, CA 92614
[email protected]
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City:
City of Rialto
Attn: City Manager
150 S Palm Avenue
Rialto, CA 92376
[email protected]
With Copy to:
Burke, Williams & Sorensen LLP
Attn: Eric S. Vail
1770 Iowa Ave., Ste. 240
Riverside, CA 92507
[email protected]
5. Integration. This Agreement represents and contains t he entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, as of the Effective Date, and supersedes any and all prior written and oral agreements and understandings.
This Agreement may be amended or modified only through a writing executed by all the Parties.
6. Governing Law and Venue. This Agreement shall be deemed executed and delivered within the State of California. The rights and obligations of the Parties hereunder shall be governed, construed and enforced in accordance with the laws of the State of California. The venue for any dispute arising from or related to this Agreement, its performance, and its interpretation shall be the Superior Court of California, City of San Bernardino.
7. Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.
8. No Presumption Against Drafting Party . This Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any Party. The Parties acknowledge that this Agreement documents a negotiated agreement and it shall not be construed or interpreted in favor of any Party due to the fact that one of the Party’s attorneys drafted this Agreement.
9. Further Assurances. From and after the Effective Date, the Parties shall cooperate in good faith with the each other in taking such actions and executing such instruments as may be reasonably necessary to effectuate the purposes of entering into this Agreement and to per fect the rights granted hereunder.
10. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which shall constitute one and the same agreement, with the same effect as if all parties had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. Duly executed signatures t o this Agreement may be delivered by
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facsimile or e-mail, and signature pages delivered by such methods shall be deemed equivalent to, and of the same force and effect as, original signature pages. [Signatures on Following Pages]
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IN WITNESS THEREOF, the Parties hereto have executed this Agreement as of the date first above written.
CITY:
City of Rialto
By: _____________________________
Henry Garcia, Interim City Manager
ATTEST:
______________________________
Barbara A. McKee, City Clerk
APPROVED AS TO FORM:
______________________________
Eric S. Vail, City Attorney
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OWNER:
PR/CHI OLIVE GROVE, LLC,
a Delaware limited liability company
By: PR/CHI Olive Grove REIT, LLC,
a Delaware limited liability company,
its sole member
By: PR/CHI Olive Grove Venture, LLC,
a Delaware limited liability company,
its sole member
By: PR Olive Grove, LLC,
a Delaware limited liability company,
its sole member
By: PRISA LHC, LLC,
a Delaware limited liability company,
its sole member
By: _______________________
_______________________
_______________________
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EXHIBIT A
Form of Permanent Storm Drain Easement
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END OF EXHIBIT A
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
State of California
County of ___________
On _______________________ before me ____________________, Notary Public_ (insert name and title of the officer)
Personally appeared ____________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.