HomeMy WebLinkAboutA9021 - DAP ExpansionRECORDING REQUESTED BY:
CITY OF PALM SPRINGS
AND WHEN RECORDED MAIL TO:
CITY OF PALM SPRINGS
OFFICE OF THE CITY CLERK
3200 E. TAHQUITZ CANYON WAY
PALM SPRINGS, CA 92262
2022-0175467
04/23/2022 11:48 AM Fee: $ 0.00
Page 1 of 29
DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF PALM SPRINGS
AND
DESERT AIDS PROJECT
A CALIFORNIA NON-PROFIT PUBLIC BENEFIT COMPANY
FOR
DESERT AIDS PROJECT CAMPUS
18,000 SQUARE FOOT EXPANSION OF COMMUNITY HEALTH FACILITIES
CASE # 5.0934 AMENDED PLANNED DEVELOPMENT DISTRICT 281
CASE # 3.1047 MAJOR ARCHITECTURAL REVIEW
Title of Document
THIS AREA FOR RECORDER'S USE ONLY
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Agreement" or "Development
Agreement") is entered into by and between the City of Palm Springs, a California Charter
City and municipal corporation, ("City"), and Desert AIDS Project, a California non-profit
public benefit company, ("DAP or "Developer'), pursuant to California Government Code
§ 65864 et seq.
RECITALS
A. Development Agreement Statute. To eliminate uncertainty in planning,
strengthen the public planning process, encourage private participation in comprehensive
planning, provide for the orderly development of projects, and reduce the economic risk
of development, the Legislature of the State of California has enacted California
Government Code § 65864 et seq. (the "Development Agreement Statute"), which
authorizes City to enter into an agreement with any person having a legal or equitable
interest in real property regarding the development of such property. The purpose of the
Development Agreement Statute is to authorize municipalities, in their discretion, to
establish certain development rights in real property for a period of years regardless of
intervening changes in land use regulations, to vest certain rights in the Developer, and
to meet certain public purposes of the municipality. This Development Agreement has
been processed, considered, and executed in accordance with the procedures and
requirements as set forth in the Development Agreement Statute.
•B. City Ordinance. Pursuant to Government Code section 65865(c), the City has
adopted Palm Springs Municipal Code (PSMC) § 94.08.00 that sets forth local rules and
regulations establishing procedures and requirements for consideration of development
agreements. The parties acknowledge:
a. This Agreement will assure adequate public facilities at the time of
development.
b. This Agreement will assure development in accordance with City's land use
policies and goals.
c. This Agreement will provide for orderly growth consistent with the City's
General Plan, and other public policies.
d. This Agreement is intended to provide certainty in the development approval
process by vesting the permitted uses, densities and intensity of use with
respect to the Expansion Project (as defined herein).
e. The execution of this Agreement furthers the public health, safety and general
welfare of the community.
f. This Agreement will allow development of and expanded community health
facilities for the City's residents, as described herein.
C. Binding Effect of Development Agreement. By electing to enter into this
Development Agreement, the City shall bind future City Councils of the City by the
obligations specified herein and limit the future exercise of certain government and
proprietary powers of the City.
D. Description of the Expansion Project, Housing Project and Project Site.
Developer represents and warrants that it is the owner of certain real property as legally
described in Exhibit A attached hereto (the "Project Site"). Developer intends to construct
an 18,000 square foot pavilion to connect two existing medical buildings owned and
operated by Developer, in order to expand Developer's community health facilities on the
Project Site (the "Expansion Project"). Adjacent to the Expansion Project, the Coachella
Valley Housing Coalition, a non-profit public benefit corporation (the "Coalition'), intends
to develop a 61-unit special needs housing project on the Project Site, along with all
related public and private improvements and obligations. The Housing Project is subject
to a separate development agreement approved by City Council Ordinance No. 2037 on
January 14, 2021 (the "Housing Project'). The Housing Project and the Coalition are
expressly excluded from and not a part of this Development Agreement. The Expansion
Project and Housing Project are, from time to time, referred to collectively herein as the
"Project".
E. Entitlements. Concurrent with the approval of the development agreement for
the Housing Project, the City approved the following land use entitlements for the Housing
Project, the Expansion Project and the Project Site, which Entitlements remain in effect
and are subject to this Agreement:
a. General Plan Amendment: From "Public/Quasi-Public" to "Mixed Use/Multi-
Use" for Assessor's Parcel Nos. 507-100-042 and 507-100-044; and from
"Medium Density Residential" to "Mixed Use/Multi-Use" for Assessor's Parcel
Nos. 507-100-045 and 570-100-041.
b. Planned Development District 281 Amendment as follows:
1. In lieu of Change of Zone from Limited Multiple -Family Residential (R-2)
and Professional Office (P) to Planned Development District 281 (PDD).
2. Modification of the PDD boundary to include Assessor's Parcel Nos. 570-
100-026, 570-100-041, 570-100-042, 570-100-044 and 570-100-045, for a
total land area of 12.7± acres.
c. Major Architectural Approval:
1. Approval of architectural and landscape plans for a 18,500 square foot
pavilion and associated improvements on Assessor's Parcel No. 570-100-
042 and 570-100-044, (the "Expansion Project"); and
2. Approval of architectural and landscape plans for a 61-unit special needs
affordable housing project on the Project Site identified by Assessor's
Parcel No. 570-100-041, (the "Housing Project").
The Entitlements applicable to the Expansion Project are the subject of this Development
Agreement. The Entitlements applicable to the Housing Project are subject to a separate
development agreement and are expressly excluded from this Development Agreement.
The above Entitlements have been approved subject to various conditions and
requirements with which Developer will be required to comply in order to develop the
Expansion Project, (the "Conditions of Approval"). The approvals described above,
including without limitation the Conditions of Approval as referenced in this Recital and
this Agreement, applicable to the Expansion Project are referred to herein as the
"Entitlements" and have been reviewed and approved in accordance with the Municipal
Code, California Environmental Quality Act, California Public Resources Code Section
21000 et seq. ("CEQA"), and all other applicable local, state, and federal laws and
regulations. The Entitlements and Conditions of Approval applicable to the Expansion
Project, and this Agreement, shall be collectively referred to as "the Project Approvals."
F. Substantial Costs to Developer. Developer will incur substantial costs in order
to comply with the Project Approvals and to construct the infrastructure improvements
requested by the City to assure development of the Expansion Project in accordance with
the terms of this Agreement.
G. Vesting of Rights. In exchange for the benefits to City described in the
preceding Recitals, together with the other public benefits that will result from the
development of the Expansion Project, Developer will receive by this Agreement
assurance that it may proceed with the Expansion Project in accordance with the
"Applicable Lave" (defined below) and therefore desires to enter into this Agreement.
H. Planning Commission - Council Findings. The approval of this Agreement is
made pursuant to findings by the Planning Commission and the Council that this
Development Agreement:
a. Is consistent with the objectives, policies, general land uses and programs
specified in the general plan and any applicable specific plan;
b. Is compatible with the uses authorized in, and the regulations prescribed for,
the land use district in which the real property is located;
c. Is in conformity with public convenience, general welfare and good land use
practice;
d. Will not be detrimental to the health, safety and general welfare; and
e. Will not adversely affect the orderly development of property or the preservation
of property values.
I. City Council Actions. City Council, after giving due notice of intention,
conducting required public hearings, considering the recommendations of the Planning
Commission, conducting extensive environmental analysis, approved the following
Entitlements applicable to the Expansion Project and the Project Site:
a. By Resolution No. 24836, dated December 10, 2020, amended City's General
Plan Land Use Designation for the subject property from Public/Quasi-Public
and Medium Density Residential to Mixed Use/Multi-Use.
b. By Ordinance No. 2036, effective January 14, 2021, conditionally amended the
Planned Development District in lieu of Change of Zone, changing the zoning
from R-2 and Professional Office to Planned Development District 281 (PDD-
281); and modified the PDD-281 boundary to include Assessor's Parcel Nos.
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570-100-026, 570-100-041, 570-100-042, 570-100-044 and 570-100-045, for a
total land area of 12.7± acres.
c. By Resolution No. 24837, dated December 10, 2020, conditionally approved
Major Architectural Approval: Conceptual architectural and landscape plans.
d. Approved an Initial Study/Mitigated Negative Declaration document, which
outlines the significant environmental impacts of the Project and any applicable
mitigation measures thereby satisfying the requirements of CEQA.
J. Ordinance. On January 13, 2022, Council adopted Ordinance No. 2054
approving this Agreement and authorizing the City Manager to execute the Agreement.
The Ordinance was effective on February 12, 2022; a copy of the Ordinance is attached
hereto as Exhibit B.
AGREEMENT
NOW, THEREFORE, in consideration of the promises, covenants, and provisions
set forth herein, the receipt and adequacy of which is hereby acknowledged, the parties
agree as follows:
ARTICLE 1. DEFINITIONS
o "Agreement' shall mean this Development Agreement by and between Developer
and City, dated January 13, 2022.
o "Applicable Law" shall have that meaning set forth in Section 7.03 of this Agreement.
o "Changes in the Law" shall have that meaning set forth in Section 7.08 of this
Agreement.
o "City" is the City of Palm Springs, a California Charter City and municipal corporation.
o "Coalition" is Coachella Valley Housing Coalition, a nonprofit public benefit
corporation.
o "Conditions of Approval' shall have that meaning set forth in Section 4.04 of this
Agreement.
o "Default' shall have that meaning set forth in Section 11.01 of this Agreement.
o "Default Notice" shall have that meaning set forth in Section 11.01 of this Agreement.
o "Development Agreement Statute" shall have that meaning set forth in Recital A of
this Agreement.
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o "Developer' is Desert AIDS Project, a California non-profit public benefit company.
All references throughout this Agreement to "Developer' shall be deemed to refer to
Desert AIDS Project.
o "Entitlements" shall have that meaning set forth in Recital E of this Agreement.
o "Effective Date" shall have that meaning set forth in Section 3.01 of this Agreement.
o "Excusable Delay' shall have that meaning set forth in Section 11.04 of this
Agreement..
o "Expansion Project" shall mean the construction of a 18,500 square feet Pavilion to
connect the two existing medical buildings owned and operated by Developer as
more particularly set forth in Recital D, the submitted site plans and Entitlements
applicable thereto.
o "Force Majeure" shall have that meaning set forth in Section 11.04 of this
Agreement.
o "Housing Project" shall have that meaning set forth in Recital D of this Agreement.
o "Project Approvals" shall have that meaning set forth in Recital E of this Agreement.
o "Project Site" shall have that meaning set forth in Recital D of this Agreement.
o "Prompt Review" means review of all plans, specifications, and applications by
Developer in accordance with Section 7.11, below.
o "Reasonable Progress" shall mean commercially reasonable efforts by Developer to
achieve full build -out and completion of all executory obligations herein within ten
(10) years in accordance with Section 7.10, below, subject to any Force Majeure or
Excusable Delay.
o "Term" shall have that meaning set forth in Section 3.02 of this Agreement.
ARTICLE 2. INCORPORATION OF RECITALS.
Section 2.01. Recitals. The Recitals set forth above, the introductory paragraph
preceding the Recitals, and all defined terms set forth in both, are hereby incorporated
into this Agreement as if set forth herein in full.
ARTICLE 3. EFFECTIVE DATE AND TERM
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Section 3.01. Effective Date. This Agreement became effective as of the effective
date of Ordinance No. 2054 approving this Agreement and authorizing the City Manager
to execute this Agreement (the "Effective Date").
Section 3.02. Term. The term of this Agreement (the "Term") shall commence upon
the Effective Date and continue for a period of ten (10) years unless the Term is
terminated or modified as set forth in this Agreement or by mutual consent of the parties
hereto. The Developer has provided a final schedule identifying milestone dates for
obtaining local permits and approvals, securing financing, and the start and completion
of construction of the Expansion Project, identified on and attached hereto as Exhibit C.
ARTICLE 4. OBLIGATIONS OF DEVELOPER
Section 4.01. Obligations of Developer Generally. In consideration of City entering
into this Agreement, Developer agrees that, in developing the Expansion Project, it will
comply with this Agreement and with all Project Approvals. The Expansion Project is
hereby made subject to this Agreement. Development of the Expansion Project is hereby
authorized and shall be carried out only in accordance with the terms of this Agreement.
The parties acknowledge and agree that City's agreement to perform and abide by the
covenants and obligations of City set forth in this Agreement is a material consideration
for Developer's agreement to perform and abide by its long term covenants and
obligations, as set forth herein. The Parties further acknowledge that this agreement only
applies to the Expansion Project and not the Housing Project or any other approved
development not related to the Expansion Project, including but not limited to, the Housing
Project.
Section 4.02. Fee Reduction. [Reserved]
Section 4.03. Public Benefits Provided by Developer. In developing the
Expansion Project, Developer is expanding community health services to a significant
portion of the City's current population, including the provision of medical, dental and
mental health services, food pantry, and social services.
Section 4.04. Compliance with Project Conditions. In addition to any and all
obligations contained in this Agreement, Developer shall comply with and fulfill any and
all Conditions of Approval applicable to the Expansion Project. The development of the
Expansion Project on the Project Site shall be governed by the terms of the Conditions of
Approval and this Agreement. The Conditions of Approval and this Agreement shall, to
the fullest extent possible, be read and considered as fully integrated documents, and
shall be interpreted so as to avoid inconsistencies, comply with all applicable federal and
state laws and City Law, and ensure that the objectives of the parties will be fully realized.
Nothing in this Agreement is intended to supersede, terminate, modify or otherwise
affect any provision of the Conditions of Approval, except to the extent that a provision of
this Agreement is in direct conflict with a provision of such Condition of Approval. Then,
and only in that event, the provisions of this Agreement shall prevail overthe contradictory
provisions of any such Condition of Approval. The execution of this Agreement by the
parties hereto shall in no way otherwise affect the validity of any or all of the provisions of
the Conditions of Approval.
ARTICLE 5. OBLIGATIONS OF CITY
Section 5.01.Obligations of City Generally. In consideration of Developer entering into
this Agreement, City agrees that it will comply with the terms and conditions of this.
Agreement. The parties acknowledge and agree that Developer's agreement to perform
and abide by its covenants and obligations set forth in this Agreement is a material
consideration for the City's agreement to perform and abide by the long term covenants
and obligations of the City, as set forth herein.
Section 5.02. Sunrise Way Street Improvements. The City shall, to the extent
provided herein, construct the improvements to Sunrise Way required in the Conditions
of Approval, for the entire frontage of the Developer's portion of the Project, including
crosswalk improvements (both striping and mechanical/lighting improvements, if required
(the "Street Improvements"). The Street Improvements are graphically depicted in the
attached Exhibit "D" and will include, but not be limited to, the removal of existing asphalt
and base, median curb and landscaping, and removal of existing traffic signage; and the
installation of asphalt and base, concrete curbs, curb and gutter, median pavers, driveway
approach, manhole adjustments, and landscaping. Developer remains obligated to and
shall furnish complete street improvement and landscaping plans acceptable to and
approved by the City Engineer for City's use in constructing the Street Improvements.
The Street Improvements shall be completed by the City on a mutually agreed upon
schedule established prior to the issuance of grading permits,_ The City's financial
obligation to construct the Street Improvements is limited to and shall not exceed the sum
of Eighty Thousand Dollars ($80,000.00). Developer shall be responsible to furnish: such
additional sums necessary for the City to complete the Street Improvements.
ARTICLE 6. COOPERATION - IMPLEMENTATION
The parties agree to cooperate in good faith to implement this Agreement.
ARTICLE 7. STANDARDS, LAWS AND PROCEDURES GOVERNING THE PROJECT
Section 7.01. Vested Right to Develop. Subject to the terms of this Agreement,
Developer shall have a vested right to build out the Expansion Project through the Term
on the Project Site in accordance with, and to the extent of, the terms and conditions of
the Project Approvals. This vested right is limited to the Expansion Project, and shall not
apply to the Housing Project or any other development not related to the Expansion
Project.
Section 7.02. Permitted Uses Vested by This Agreement. Except as otherwise
provided in this Agreement, the permitted uses of the Expansion Project, the density and
intensity of use of the Expansion Project, the maximum height, bulk and size of proposed
buildings, provisions for reservation or dedication of land for public purposes and the
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location of public improvements, the general location of public utilities, and other terms
and conditions of development applicable to the Expansion Project are set forth in the
Project Approvals, including applicable Conditions of Approval.
- Section 7.03. Applicable Law. Except as otherwise provided in this Agreement, the
rules, regulations, official policies, standards and specifications applicable to the
Expansion Project (the "Applicable Law") shall be those set forth in the Project Approvals,
and, with respect to matters not addressed by the Project Approvals, those rules,
regulations, official policies, standards and specifications (including City ordinances and
resolutions) governing permitted uses, building locations, timing of construction,
densities, design, and heights in force and effect on the Effective Date of this Agreement.
Section 7.04. Uniform Codes. Subject to Section 7.05 below, City may apply to the
Expansion Project, at any time during the Term, the then current Uniform building
construction, fire or other codes, as the same may be adopted or amended from time to
time by City, and City's then current design and construction standards for public
improvements, as the same may be adopted or amended from time to time, provided any
such uniform code or standard has been adopted and uniformly applied by City on a
citywide basis, and provided that no such code or standard is adopted for the purpose of
preventing or otherwise limiting construction of all or any part of the Expansion Project.
Section 7.05. No Conflicting Subsequent Enactments. City shall not impose on the
Expansion Project (whether by action of the City Council or by initiative, referendum or
other means) any ordinance, resolution, rule, regulation, standard, directive, condition or
other measure or any amendment or revision to any of the foregoing (each individually, a
"City Law") that is in conflict with Applicable Law, or the Project Approvals, or that reduces
the development rights or assurances provided by this Agreement with respect to the
Expansion Project, except where such City Law is enacted to address a significant public
health or safety issue. Any City Law shall be deemed to conflict with Applicable Law, or
the Project Approvals, or reduce the development rights provided hereby if it would
accomplish any of the following results, either by specific reference to the Expansion
Project or as part of a general enactment which applies to or affects the Project Approvals
applicable to the Expansion Project.
Approvals:
a. Change any land use designation or permitted use of the Expansion Project
existing as of the Effective Date of this Agreement;
Limit or control the availability of public utilities, services or facilities or any
privileges or rights to public utilities, services, or facilities (for example, water
rights, water connections or sewage capacity rights, sewer connections, etc.)
for the Expansion Project;
c. Limit or control the location of buildings, structures, grading, or other
improvements of the Expansion Project in a manner that is inconsistent with
or more restrictive than the limitations included in the Project Approvals;
d. Limit or control the rate, timing, phasing or sequencing of the approval,
development or construction of all or any part of the Expansion Project in any
manner inconsistent with the Project Approvals;
e. Apply to the Expansion Project any City Law otherwise allowed by this
Agreement that is not uniformly applied on a citywide basis to all substantially
similar types of development projects and project sites;
f. Result in Developer having to substantially delay construction of the
Expansion Project or require the issuance of additional permits or approvals
by the City other than those required by the Project Approvals or Applicable
Law;
g. Substantially increase the cost of constructing or developing the Expansion
Project or any portion thereof;
h. Establish, enact, increase, or impose against the Expansion Project or Project
Site any fees, taxes (including without limitation general, special and excise
taxes), assessments, liens or other monetary obligations other than those
specifically permitted by this Agreement;
Impose against the Expansion Project any condition, dedication or other
exaction not specifically authorized by the Project Approvals or Applicable
Law;
j. Grant any development right, entitlement or approval for any portion of the
Expansion Project on the Project Site that will reduce, limit or encumber
Developer's rights hereunder, or
k. Unreasonably limit the timing, processing or procuring of applications and
approvals for the Expansion Project.
If City attempts to apply to the Expansion Project a City Law that Developer
believes to conflict with Applicable Law or the Project Approvals, Developer shall provide
to City in writing a notice describing the legal and factual basis for Developer's position.
The parties shall meet and confer within thirty (30) days after the date of such written
notice with the objective of attempting to arrive at a mutually acceptable solution to this
disagreement. If no mutually acceptable solution can be reached, either party may take
such action as may be permitted under Section 11.07, below.
Section 7.06. Initiatives and Referenda.
a. To the maximum extent permitted by law, if any City Law is enacted or imposed
by initiative or referendum, or by the City Council directly or indirectly in
connection with any proposed initiative or referendum, which City Law would
conflict with Applicable Law, or the Project Approvals or reduce the
development rights provided by this Agreement, such City Law shall not apply
to the Expansion Project.
b. Without limiting the generality of any of the foregoing and to the maximum
extent permitted by law, no moratorium or other limitation (whether relating to
the rate, timing, phasing or sequencing of development) affecting building
permits or other entitlements to which Developer is entitled pursuant to the
Project Approvals shall apply to the Expansion Project.
c. To the maximum extent permitted by law, City shall take reasonable actions to
prevent any City Law from invalidating or prevailing over all or any part of this
Agreement, and City shall cooperate with Developer and shall undertake such
reasonable actions as may be necessary to ensure this Agreement remains in
full force and effect.
d. Except as required by State or Federal law, City shall not adopt or enact any
City Law, or take any other action which would violate the express provisions
or spirit and intent of this Agreement.
e. Developer reserves the right to challenge in court any City Law that is enacted
after the Effective Date of this Agreement that would conflict with Applicable
Law or this Agreement or reduce the development rights provided by this
Agreement.
Section 7.07. Environmental Determination. The parties understand that (i) all
procedures of CEQA have been satisfied, (ii) an initial study evaluating the environmental
impacts of the Housing Project, Expansion Project and all other Entitlements has been
completed, and (iii) as a result, the City has made certain findings determining that this
Agreement and the development approved by the Entitlements will not have a significant
impact on the environment with the implementation of the mitigation measures included,
and therefore, an Initial Study/Mitigated Negative Declaration was adopted by the City
pursuant to CEQA the California Environmental Quality Act as part of the Project
Approvals.
Section 7.08. State and Federal Law. As provided in California Government Code §
65869.5, this Agreement shall not preclude the application to the Expansion Project of
changes in laws, regulations, plans or policies, to the extent that such changes are
specifically mandated and required by changes in state or federal laws or regulations, or
by any regional governmental agency that, due to the operation of state law, has binding
legal authority on City ("Changes in the Law"). In the event Changes in the Law prevent
or preclude compliance with one or more provisions of this Agreement, such provisions
of the Agreement shall be modified or suspended, or performance thereof delayed, as
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may be necessary to comply with Changes in the Law, and City and Developer shall take
such action as may be required pursuant to this Agreement including, without limitation,
Article 10 (Cooperation -Implementation) and Section 11.04 (Force Majeure and
Excusable Delays; Extension of Time of Performance). Nothing in this Agreement shall
preclude City from imposing on Developer any fee specifically mandated and required by
state or federal laws and regulations, provided that nothing shall limit Developers ability
to challenge such laws and the imposition of such fees.
Section 7.09. Timing of Proiect Construction and Completion. The parties
acknowledge that neither City nor Developer can predict the timing, rate, order or actual
timing of development of the Expansion Project with certainty. The parties further
acknowledge that the construction of the Expansion Project is dependent on numerous
factors outside the Developer's control, including securing donations, grants, loans and
other funds from third parties, and that funding sources include State and federal
programs with timelines and award schedules that are outside of Developers control.
Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo,
37 Cal.3d 465 (1984), that the failure of the parties therein to provide for the timing of
development resulted in a later adopted initiative restricting the timing of development to
prevail over such parties' agreement, it is the parties' intent to cure that deficiency by
acknowledging and providing that, subject to the terms of this Agreement, Developer shall
have the right to develop the Expansion Project in such order and at such rate and at
such times as Developer deems appropriate within the exercise of its subjective business
judgment, subject only to any timing or phasing requirements set forth in the Project
Approvals or this Agreement.
Section 7.10. Annual Review. City shall, at least every twelve (12) months during
the Term of this Agreement, and, prior to issuance of building permits for the Expansion
Project, review the extent of good faith substantial compliance by Developer with the
terms of this Agreement. The review may specifically include a review of whether
Developer is making Reasonable Progress. To assess such progress, the Development
Services Director may require at any time subsequent to the execution of this Agreement,
and as frequently as annually thereafter, an update to the Developers final schedule
identified on and attached hereto as Exhibit C. Reasonable Progress shall take into
account market conditions, State and federal funding sources and prudent construction
practices. Reasonable Progress is expressly subject to City's obligation of Prompt Review
specified in Section 7.11, below. Such periodic review shall be limited in scope to good
faith compliance with the terms of this Agreement pursuant to California Government
Code Section 65865.1 and PSMC § 94.08.00. Said review shall be diligently completed
according to PSMC § 94.08.00. Notice of such annual review shall include the statement
that any review may result in amendment or termination of this Agreement. A finding by
City of good faith compliance by Developer with the terms of the Agreement shall
conclusively determine said issue up to and including the date of said review. However,
if a finding is made by City that there is not good faith compliance by Developer, the City
shall follow those procedures set forth in PSMC § 94.08.00. City shall mail to Developer
a copy of all staff reports concerning contract performance at least seven (7) calendar
days prior to such periodic review. Developer shall be permitted an opportunity to be
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heard orally or in writing regarding its performance under this. Agreement before the City
Council and, if the matter is referred to a City Planning Commission, before said
Commission.
Section 7.11 Prompt Review by the City. City and Developer shall cooperate and
use reasonable efforts to timely review and approve the development design review
process, building plan review process, improvement plan review process, and if
necessary, the entitlement review process for the Expansion Project. Review of any
application provided by this subparagraph shall not be deemed to waive any of the
Applicable Law pertaining to review or approval of such application, including, but not
limited to, a public hearing, if any, required therefore. In the event the Parties agree to
use an expedited process to perform any review pursuant to this subparagraph,
Developer authorizes the imposition of City Fees paid to the City sufficient to cover City's
estimated costs of utilizing City staff, retaining an outside consultant or any combination
thereof in order to expedite the review process. Any such process shall terminate upon
the expiration or termination of this Agreement or the issuance of the final certificate of
occupancy for development within the Project, whichever occurs first.
Section 7.12. [Reserved]
Section 7.13. Prevailing Wage Laws. Developer covenants that, if applicable, it
shall comply with California's prevailing wage laws codified at California Labor Code
§1770 et seq. ("Prevailing Wage Laws") in the development of the Expansion Project at
the Project Site, and shall contractually require its contractors to do the same. City shall
provide Developer with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates
of per diem wages for each craft, classification or type of worker needed to construct the
Expansion Project available to interested parties upon request, and shall post copies at
the Developer's principal place of business and at the Project Site. Developer shall
defend, indemnify and hold the City, its elected officials, officers, employees and agents
free and harmless from any claim or liability arising out of any failure or alleged failure to
comply with the Prevailing Wage Laws.
Section 7.14. Covenant Re: Non -Discrimination. In connection with its performance
under this Agreement, including without limitation performance under the Agreement,
Developer shall not discriminate against any employee or applicant for employment
because of actual or perceived race, religion, color, sex, age, marital status, ancestry,
national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics,
or ethnicity), sexual orientation, gender identity, gender expression, physical or mental
disability, or medical condition (each a "prohibited basis'). Developer shall ensure that
applicants are employed, and that employees are treated during their employment,
without regard to any prohibited basis. As a condition precedent to City's lawful capacity
to enter this Agreement, and in executing this Agreement, Developer certifies that its
actions and omissions hereunder shall not incorporate any discrimination arising from or
related to any prohibited basis in any Developer activity, including but not limited to the
following: employment, upgrading, demotion or transfer; recruitment or recruitment
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advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship; and further, that Developer is in full
compliance with the provisions of PSMC § 7.09.040, including without limitation the
provision of benefits, relating to non-discrimination in city contracting.
ARTICLE 8. AMENDMENT
This Agreement may be amended from time to time, in whole or in part, by mutual
written consent of the parties hereto or their successors in interest, in accordance with
the Development Agreement Statute.
ARTICLE 9. ASSIGNMENT, TRANSFER AND NOTICE
Section 9.01. Assignment of Interests, Rights and Obligations. Developer may only
transfer or assign all or any portion of its interests, rights or obligations under this
Agreement to another person or entity acquiring an interest or estate in the Expansion
Project or any portion thereof including, without limitation, purchasers or ground lessees
of lots, parcels or facilities that accepts all of the then -applicable responsibilities of the
Developer.
Section 9.02. Limits of Liability. To the extent the Developer's responsibilities are
transferred in good faith to another person or entity, Developer shall be free from any and
all liabilities accruing on or after the date of any assignment or transfer with respect to
those obligations assumed by a transferee pursuant to a Transfer Agreement. No breach
or default hereunder by any person succeeding to any portion of Developer's obligations
under this Agreement shall be attributed to Developer, nor may Developer's rights
hereunder be canceled or diminished in any way by any breach or default by any such
person.
ARTICLE 10. COOPERATION IN THE EVENT OF LEGAL CHALLENGE
Section 10.01. Cooperation.
a. In the event of any administrative, legal or equitable action or other proceeding
instituted by any person not a party to this Agreement challenging the validity of
any provision of the Agreement or any Project Approval, the parties shall
cooperate in defending such action or proceeding. The parties shall use best
efforts to select mutually agreeable legal counsel to defend such action, and
Developer shall pay compensation for such legal counsel; provided, however,
that such compensation shall include only compensation paid to counsel not
otherwise employed as City staff and shall exclude, without limitation, City
Attorney time and overhead costs and other City staff overhead costs and
normal day-to-day business expenses 'incurred by City. In the event City and
Developer are unable to select mutually agreeable legal counsel to defend such
action or proceeding, each party may select its own legal counsel.
13
b. The parties agree that this Section 10.01 shall constitute a separate agreement
entered into concurrently, and that if any other provision of this Agreement, or
the Agreement as a whole, is invalidated, rendered null, or set aside by a court
of competent jurisdiction, the parties agree to be bound by the terms of this
section, which shall survive such invalidation, nullification or setting aside.
Section 10.02. Waiver of Challenges to Project Approvals.
As a condition precedent to receiving the benefits of this Agreement, Developer,
its successors in interest, transferees, assignees, etc., expressly waive any legal
or equitable right to challenge any Project Approvals or other act, entitlement,
fee, or approval expressly set forth in this Agreement, including without limitation,
all acts of protest pursuant to California Government Code Sections 66008 and
66009 as to any fee against which Developer has vested in accordance with this
Agreement.
The parties agree that this Section 10.02 shall constitute a separate agreement
entered into concurrently, and that if any other provision of this Agreement, or
the Agreement as a whole, is invalidated, rendered null, or set aside by a court
of competent jurisdiction, the parties agree to be bound by the terms of this
section, which shall survive such invalidation, nullification or setting aside.
ARTICLE 11. DEFAULT; REMEDIES; TERMINATION
Section 11.01. Defaults. Any failure by either party to perform any term or provision
of this Agreement, which failure continues uncured for a period of thirty (30) days following
written notice of such failure from the other party (unless such period is extended by
mutual written consent), shall constitute a default under this Agreement ("Default'). Any
written notice ("Default Notice") shall specify the nature of the alleged failure and, where
appropriate, the manner in which said failure may be cured. If the nature of the alleged
failure is such that it cannot reasonably be cured within such 30-day period, then the
commencement of the cure within such time period, and the diligent prosecution to
completion of the cure thereafter, shall be deemed to be a cure within such 30- day period.
Upon the occurrence of a Default under this Agreement, the non -defaulting party may
institute legal proceedings to enforce the terms of this Agreement or, in the event of a
material Default, terminate this Agreement. If the Default is cured, then no Default shall
exist and the noticing party shall take no further action. Notwithstanding the foregoing, no
Default with respect to the Housing Project or any other development on the Project Site
not related to the Expansion Project shall cause a Default as to the Expansion Project.
Section 11.02. Termination. If City elects to consider terminating this Agreement
due to a material Default of Developer, then City shall give a notice of intent to terminate
this Agreement. City shall give written notice of termination of this Agreement to
Developer by certified mail and this Agreement shall thereby be terminated sixty (60) days
thereafter. Notwithstanding the foregoing, City shall have no right to terminate this
14
Agreement due to a Default with respect to the Housing Project or any other development
on the Project Site not related to the Expansion Project.
Section 11.03. Default by City or Developer. In the event that City or Developer
defaults under the terms of this Agreement, the City or Developer shall have all rights and
remedies provided herein or under law.
Section 11.04. Force Maieure and Excusable Delay: Extension of Time of
Performance. In addition to specific provisions of this Agreement, neither party shall be
deemed to be in Default where delays in performance or failures to perform are due to,
and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-
outs, riots, floods, earthquakes, fires, casualties, acts of God, pandemics, restrictions
imposed or mandated by other governmental entities (including new or supplemental
environmental regulations, stay at home orders and shelter in place orders), enactment
of conflicting state or federal laws or regulations, judicial decisions, or similar basis for
excusable performance which is not within the reasonable control of the party to be
excused (collectively "Force Majeure"). Litigation attacking the validity of this Agreement
or any of the Project Approvals, or any permit, ordinance, entitlement or other action of a
governmental agency other than City necessary for the development of the Expansion
Project pursuant to this Agreement, shall also be deemed to create an excusable delay
as to Developer (collectively "Excusable Delay"). The party whose performance is
prevented or delayed by such event of Force Majeure or Excusable Delay shall give
prompt written notice thereof to the othel party and both parties shall have agreed that
performance is appropriately excused or delayed pursuant to this Section 11.04. In the
event of Force Majeure or Excusable Delay, the parties shall memorialize in writing the
extension of time for the performance of any obligation whose performance has been so
prevented or delayed. The term of any such extension shall be equal to the period of the
Excusable Delay or Force Majeure or such other period as may be mutually agreed upon
by both parties.
Section 11.05. Legal Action. Either party may, in addition to any other rights or
remedies, institute legal action to cure, correct, or remedy any default, enforce any
covenant or agreement herein, enjoin any threatened or attempted violation thereof,
recover damages for any default, enforce by specific performance the obligations and
rights of the parties hereto, or to obtain any remedies consistent with the purpose of this
Agreement.
Section 11.06. California Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of California. Venue for any action shall be in
Riverside County, California.
Section 11.07. Resolution of Disputes. With regard to any dispute involving
development of the Project, the resolution of which is not provided for by this Agreement
or Applicable Law, Developer and City shall, at the request of the party, meet and shall
attempt in good faith to resolve any such disputes. Nothing in this Section 11.07 shall in
any way be interpreted as requiring that Developer and City and/or City's designee reach
15
an agreement with regard to those matters being addressed, nor shall the outcome of
these meetings be binding in any way on City or Developer unless expressly agreed to
by the parties to such meetings.
Section 11.08. Attorneys' Fees. In any legal action or other proceeding brought by
either party to enforce or interpret a provision of this Agreement, each party shall bear its
own costs and expenses, including attomeys' fees.
Section 11.09. Hold Harmless. Developer shall, at its sole expense, defend and
hold City and its elected and appointed officers, agents, employees, and representatives
harmless from all claims, costs, and liabilities for any personal injury, death, or property
damage which arises directly or indirectly as a result of the construction of the Expansion
Project, or of operations performed under this Agreement by Developer or by Developer's
contractors, subcontractors, agents or employees, whether such operations were
performed by Developer or any of Developer's contractors, subcontractors, agents, or by
any one or more persons directly or indirectly employed by or acting as agent for
Developer or any of Developer's contractors or subcontractors. Nothing in this section
shall be construed to mean that Developer shall hold City or its elected and appointed
officers, agents, employees, or representatives harmless from any claims of personal
injury, death or property damage arising from, or alleged to arise solely from, any
negligent or intentional act, or failure to act, on the part of City, its elected and appointed
representatives, officers, agents, employees or representatives.
This hold harmless agreement applies to all damages or claims for damages
suffered or alleged to have been suffered by reason of the operations referred to in this
section regardless of whether or not City prepared, supplied or approved plans or
specifications, or both, for the Project and/or Project Site.
The parties agree that this Section 11.09 shall constitute a separate agreement
entered into concurrently, and that if any other provision of this Agreement, or the
Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent
jurisdiction, the parties agree to be bound by the terms of this section, which shall survive
such invalidation, nullification or setting aside.
ARTICLE 12. NO AGENCY, JOINT VENTURE OR PARTNERSHIP
It is specifically understood and agreed to by and between the parties hereto that:
(i) the subject development is a private development; (ii) City has no interest or
responsibilities for, or duty to, third parties concerning any improvements until such time
that City accepts the same pursuant to the provisions of this Agreement or in connection
with the various Project Approvals; (iii) Developer shall have full power over and exclusive
control of the Expansion Project herein described, subject only to the limitations and
obligations of Developer under this Agreement, the Project Approvals and Applicable
Law; and (iv) City and Developer hereby renounce the existence of any form of agency
relationship, joint venture or partnership between City and Developer and agree that
16
nothing contained herein or in any document executed in connection herewith shall be
construed as creating any such relationship between City and Developer.
ARTICLE 13. MISCELLANEOUS
Section 13.01. Enforceability. City and Developer agree that unless this Agreement
is amended or terminated pursuant to the provisions of this Agreement, this Agreement
shall be enforceable by any party hereto, notwithstanding any change hereafter enacted
or adopted (whether by ordinance, resolution, initiative, or any other means) in any
applicable general plan, specific plan, zoning ordinance, subdivision ordinance, or any
other land use ordinance or building ordinance, resolution or other rule, regulation or
policy adopted by City that changes, alters or amends the rules, regulations and policies
applicable to the development of the Project Site at the time of the approval of this
Agreement as provided by California Government Code Section 65866.
Section 13.02. Severability. If any term or provision of this Agreement, or the
application of any term or provision of this Agreement to a particular situation, is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms
and provisions of this Agreement, or the application of this Agreement to other situations,
shall continue in full force and effect unless amended or modified by mutual consent of
the parties. Notwithstanding the foregoing, if any material provision of this Agreement, or
the application of such provision to a particular situation, is held to be invalid, void' or
unenforceable, either City or Developer may (in their sole and absolute discretion)
terminate this Agreement by providing written notice of such termination to the other party.
Section 13.03. Other Necessary Acts. Each party shall execute and deliver to the
other all such other further instruments and documents as may be reasonably necessary
to carry out the Project Approvals and to provide and secure to the other party the full
and complete enjoyment of its rights and privileges hereunder.
Section 13.04. Construction. Each reference in this Agreement to this Agreement or
any of the Project Approvals shall be deemed to refer to the Agreement or the Project
Approvals as they may be amended from time to time, whether or not the particular
reference refers to such possible amendment. This Agreement has been reviewed and
revised by legal counsel for both City and Developer, and no presumption or rule that
ambiguities shall be construed against the drafting party shall apply to the interpretation
or enforcement of this Agreement.
Section 13.05. Other Miscellaneous Terms. The singular shall include the plural; the
masculine gender shall include the feminine; "shall' is mandatory; "may' is permissive. If
there is more than one signer of this Agreement, the signer obligations are joint and
several.
Section 13.06. Covenants Running with the Land. All of the provisions contained in
this Agreement shall constitute covenants or servitudes which shall run with the land
comprising the Project Site and the burdens and benefits hereof shall be binding upon
17
and inure to the benefit of the parties and their respective heirs, successors in interest,
transferees and assignees, representatives, lessees, and all other persons acquiring all
or a portion of the Expansion Project or the Project Site, or any interest therein, whether
by operation of law or in any manner whatsoever. All of the provisions contained in this
Agreement shall be enforceable as equitable servitudes and shall constitute covenants
running with the land pursuant to California law including, without limitation, Civil Code
Section 1468.
Section 13.07. Notices. Any notice or communication required hereunder between
City or Developer must be in writing, and may be given either personally, by facsimile or
electronic mail (with original forwarded by regular U.S. Mail) by registered or certified mail
(return receipt requested), or by Federal Express or other similar courier promising
overnight delivery. If personally delivered, a notice shall be deemed to have been given
when delivered to the party to whom it is addressed. If given by facsimile transmission, a
notice or communication shall be deemed to have been given, and received upon actual
physical receipt of the entire document by the receiving party's facsimile machine. Notices
transmitted by facsimile after 5:00 p.m. on a normal business day or on a Saturday,
Sunday or holiday shall be deemed to have been given and received on the next normal
business day. If given by registered or certified mail, such notice or communication shall
be deemed to have been given and received on the first to occur of (i) actual receipt by
any of the addressees designated below as the party to whom notices are to be sent, or
(ii) five (5) days after a registered or certified letter containing such notice, properly
addressed, with postage prepaid, is deposited in the United States mail. If given by
Federal Express or similar courier, a notice or communication shall be deemed to have
been given and received on the date delivered as shown on a receipt issued by the
courier. Any party hereto may at any time, by giving ten (10) days written notice to the
other party hereto, designate any other address in substitution of the address to which
such notice or communication shall be given. Such notices or communications shall be
given to the parties at their addresses set forth below:
If to the City, to:
Justin Clifton
City Manager
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Fax: (760) 322-8362
Justin.Clifton@palmsprings-ca.gov
With Copies to:
City Attorney
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Fax: (760) 323-8299
18
and inure to the benefit of the parties and their respective heirs, successors in interest,
transferees and assignees, representatives, lessees, and all other persons acquiring all
or a portion of the Expansion Project or the Project Site, or any interest therein, whether
by operation of law or in any manner whatsoever. All of the provisions contained in this
Agreement shall be enforceable as equitable servitudes and shall constitute covenants
running with the land pursuant to California law including, without limitation, Civil Code
Section 1468.
Section 13.07. Notices. Any notice or communication required hereunder between
City or Developer must be in writing, and may be given either personally, by facsimile or
electronic mail (with original forwarded by regular U.S. Mail) by registered or certified mail
(return receipt requested), or by Federal Express or other similar courier promising
overnight delivery. If personally delivered, a notice shall be deemed to have been given
when delivered to the party to whom it is addressed. If given by facsimile transmission, a
notice or communication shall be deemed to have been given and received upon actual
physical receipt of the entire document by the receiving party's facsimile machine. Notices
transmitted by facsimile after 5:00 p.m. on a normal business day or on a Saturday,
Sunday or holiday shall be deemed to have been given and received on the next normal
business day. If given by registered or certified mail, such notice or communication shall
be deemed to have been given and received on the first to occur of (i) actual receipt by
any of the addressees designated below as the party to whom notices are to be sent, or
(ii) five (5) days after a registered or certified letter containing such notice, properly
addressed, with postage prepaid, is deposited in the United States mail. If given by
Federal Express or similar courier, a notice or communication shall be deemed to have
been given and received on the date delivered as shown on a receipt issued by the
courier. Any party hereto may at any time, by giving ten (10) days written notice to the
other party hereto, designate any other address in substitution of the address to which
such notice or communication shall be given. Such notices or communications shall be
given to the parties at their addresses set forth below:
If to the City, to:
Justin Clifton
City Manager
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Fax: (760) 322-8362
Justin.Clifton@palmsprings-ca.gov
With Copies to:
City Attorney
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Fax: (760) 323-8299
18
execution of this Agreement have been satisfied and he or she has been authorized to
sign this Agreement and bind the party on whose behalf he or she signs.
[SIGNATURES ON NEXT PAGE]
20
IN WITNESS WHEREOF, the City of Palm Springs California, a California Charter City
and municipal corporation, has authorized the execution of this Development Agreement
in duplicate by its City Manager and attestation by its City Clerk, and approved by the
Council of the City on the 13th day of January, 2022, and Developer has caused this
Agreement to be executed by its authorized representatives.
"CITY"
CITY OF PALM SPRINGS
Date: � / Q By: � • �,..
J tin Clifton
City Manager
APPROVED AS TO FORM:
By:
Q a
Jeff allinger
City Attorney
APPROVED BY CITY COUNCIL:
Date: 1 /13/2022
Ordinance # 2054
APPROVED BY CITY COUNCIL
A 10M 'Tiew L E oN-zz
/_Ai1*31
By: 6,,Olr�x�
F,.
Anthony J. Mejia, MMC
City Clerk
21
Corporations require two notarized signatures. One signature must be from Chairman of
Board, President, or any Vice President. The second signature must be from the
Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial officer.
"DEVELOPER"
Desert AIDS Project, a California nonprofit public be it company
By: By:
Signature (Notarized) Signature ( ota ' ed)
Printed Name / Title
iQ-i(-1 .- Nrdun i cha,,
Printed Name / Title
22
EXHIBIT A
REAL PROPERTY DESCRIPTION
In the City of Palm Springs, County of Riverside, State of California, that portion of the Northeast quarter of the Northeast quarter of
Section 11, Township 4 South, Range 4, East, San Bernardino Meridian, more particularly described as follows:
Commencing at the Northeast comer of said Section 11;
Thence South 00' 21' 49" West along the Easterly line of said Northeast quarter of Section 11, a distance of 620.69 feet to a point of
intersection with a line parallel with and 168.00 feet Northerly of the Northerly line of that certain parcel of land conveyed to Travis
T. Rogers by deed recorded October 8, 1938 in book 390, page(s) 595, Official Records.
Thence North 89° 44' 50" West along said parallel line, a distance of 50.00 feet to the Westerly right of way line of Sunrise Way and
the true point of beginning.
Thence continuing North 890 44' 50" West along said parallel line, a distance of 295.00 feet;
Thence North 00' 21' 49" East and parallel with said Easterly line of the Northeast quarter, a distance of 571.12 feet to the Southerly
right of way line of Vista Chino Road;
Thence South 890 40' 34" East, a distance of 274.99 feet to the beginning of a tangent curve, concave Southwesterly and having a
radius of 20.00 feet;
Thence Southeasterly along the arc of said curve through a central angle of 90' 02' 23" an are distance of 31.43 feet to a point on said
Westerly right of way line of Sunrise Way;
Thence South 000 21' 49" West along said Westerly right of way line, a distance of 550.74 feet to the true point of beginning.
Said legal description is shown as Parcel 1 on that certain approved Lot Line Adjustment No. 01-01, as evidenced by document
recorded April 20, 2001 as Instrument No. 2001-168548, records of said County.
Except therefrom all oil, gas, minerals, other hydrocarbon substances and underground water lying below a depth of 500 feet, but
with no right of surface entry as provided in deeds of record.
Except therefrom all oil, gas, minerals and other hydrocarbon substances lying below the surface of said land, but with no right of
surface entry, as provided in deed recorded April 28, 1964 as Instrument No. 52476, Official Records.
Exhibit A
EXHIBIT B
ORDINANCE NO. 2054
Exhibit B
EXHIBIT C
FINAL SCHEDULE
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ACKNOWLEDGMENT
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.
State of California
County of Riverside )
OnJ(knucry I1,d0c)a before me,
Shelia Barnett, Notary
�f� , L(insert name and title of the officer)
personally appeared 'Y t ��t nd,) to r d rz o
who proved to me on the basis of satisfactory evidence to be the person("hose namef&) is/are
subscribed to the within instrument and acknowledged to me that he/sWthey executed the same in
his/4arAI;t65r authorized capacity(j"), and that by his/haf tbeir signature(S) on the instrument the
person(s); or the entity upon behalf of which the persons) 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 y6y hand and official seal. - BArr
Notary Public - California
Riverside County
Commhsion # 2342594
Siana all My Comm. Eg4res Jan 20, 2025
RECEIVED MAR 14 2022
ACKNOWLEDGMENT
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.
State of California
County of Riverside
On g "1 0 oaa before me, Shelia Barnett, Notary
(]
(insert name and title of the officer)
personally appeared �C VX Qrl n h rr)a n
who proved to me on the basis of satisfactory evidence to be the persoi) .s whose name* is/are
subscribed to the within instrument and acknowledged to me that he/sbaekhey executed the same in
his/herltheir authorized capacity(tegj and that by his/berftWir signature4ae on the instrument the
person,(sj, or the entity upon behalf of which the persogW 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 h d anq official seal. SHELIA WHIM
Notary Public - California
Riverside County
Commission P 2142594
My Comm. Expires Jan 20, 2025
innnfi It
RECEIVED MAR 14 2022