HomeMy WebLinkAbout2024-0240100 - AMENDMENT TO DEVELOPMENT AGREEMENTRECORDING 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 92252
to
RECEIVED
SEP 16 2024
OFFICE OF THE CITY CLERK
DOC # 2024-0240100
08/12/2024 04:38 PM Fees: $0.00
Page 1 of 25
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
"This document was electronically submitted
to the County of Riverside for recording"
Receipted by: ALEJANDRA#1032
SPACE ABOVE FOR RECORDER'S USE ONLY
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED
DEVELOPMENT AGREEMENT BY AND BETWEEN
CITY OF PALM SPRINGS
AND
PS COUNTRY CLUB, LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY
AND
SERENA 386, LLC, A DELAWARE LIMITED LIABILITY
COMPANY
FOR
SERENA PARK PROJECT
CASE NO. 5.1327, PDD-366, TTM36691
THIS AREA FOR
RECORDER'S
55575.18145142385859.4
RECORDING REQUESTED BY
CITY OF PALM SPRINGS
AND WHEN RECORDED MAIL TO
CITY OF PALM SPRINGS
OFFICE OF THE CITY CLERK
3200 E. TANQUITZ CANYON WAY
PALM SPRINGS, CA 92262
SPACE ABOVE FOR RECORDER'S USE ONLY
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED
DEVELOPMENT AGREEMENT BY AND BETWEEN
CITY OF PALM SPRINGS
PS COUNTRY CLUB, LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY
SERENA 386, LLC, A DELAWARE LIMITED LIABILITY
COMPANY
FOR
SERENA PARK PROJECT
CASE NO. 5.1327, PDD-366, TTM36691
THIS AREA FOR
RECORDER'S
55575,18145V12385859A
USE ONLY
FIRST AMENDMENT TO THE
FIRST AMENDED AND
RESTATED
DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED
DEVELOPMENT AGREEMENT (this "Amendment") is entered into by and between the
City of Palm Springs, a California Charter City and municipal corporation, ("City"), PS
Country Club, LLC, a California Limited Liability Company ("PS Country Club"), and
Serena 386, LLC, a Delaware Limited'Liability Company ("Serena 386" or "Developer"),
pursuant to California Government Code § 65864 et sue.
RECITALS
A. First Amended and Restated Development Agreement. On October 14,
2021, the City approved Agreement No. A9378, the First Amended and Restated
Development Agreement between the City and PS Country Club, later executed by both
parties ("Development. Agreement"). The Development Agreement amended and
restated a previous development agreement between the Parties.
B. In 2022, the City declared PS Country Club to be in default of the
Development Agreement.
C. PS Country Club is in escrow to sell the development to SERENA
386/Developer. The Development is located on real property that is legally described in
Exhibit "3". SERENA 386/Developer will not consummate the transaction without the
City's approval of this Amendment.
D. The City's approval of this Amendment is contingent upon the,acquisition of
the project by SERENA 386/Developer. In such event:
1. City hereby approves the assignment of the Development
Agreement to SERENA 386/Developer. Upon close of escrow, SERENA 386 shall
assume all obligations of "Developer" pursuant to the Development Agreement, as
amended.
2. City and SERENA 386/Developer intend to modify and restate all
maintenance obligations concerning the Property while the Property is owned by
Developer. Any and all prior oral or written commitments by PS Country Club to maintain
the Property, including but not limited to that certain Landscape Ground Maintenance
Agreement dated December 12, 2012, and any settlement agreement between the
parties, are hereby terminated and replaced with the maintenance requirements
contained herein.
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H. Planning Commission — Council Findings. The approval of this Amendment 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 inconformity with public convenience, general welfare and good land use
practice;
d. Will not be detrimental to the health, safety and general welfare;
e. Will not adversely affect the orderly development of property or the
preservation of property values.
AMENDMENT
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. DEVELOPMENT AGREEMENT.
Section 1.01. Development Agreement. All terms and definitions contained within
the Development Agreement shall apply in this Amendment and remain in full force and
effect unless specifically amended in this Amendment.
ARTICLE 2. INCORPORATION OF RECITALS.
Section 2.01. Recitals. The Recitals set forth above, and the introductory paragraph
preceding the Recitals, are hereby incorporated into this Amendment as if set forth herein
in full.
ARTICLE 3. EFFECTIVE DATE
Section 3.01. Effective Date of this Amendment. This Amendment shall become
effective as of the date PS Country Club sells the project to Developer (i.e. the close of
escrow) (the "Amendment Effective Date').
ARTICLE 4. AMENDMENTS TO THE DEVELOPMENT AGREEMENT.
Section 4.01. Development Agreement Fee. Section 4.03 e. of the Development
Agreement is hereby deleted and replaced as follows:
"e. The Development Agreement Fee ("DA Fee") was established at
Three Million Dollars ($3,000,000) in the Development Agreement. In 2021,
Developer paid Five Hundred Thousand Dollars ($500,000) towards the DA Fee. The
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balance of the DA Fee of Two Million Five Hundred Thousand Dollars ($2,500,000)
was due no later than November 1, 2022, but was not paid by Developer. The Parties
agree to a new Development Agreement fee in the amount of Three Million Two
Hundred Thousand Dollars ($3,200,000) ("Amended DA Fee"), to be used by the City
for acquisition of open space for the purposes of Developer's compliance with the
General Land Use Policy 2.2 in generating land use density for the subject property.
The Amended DA Fee is in addition to any amount previously paid towards the DA
Fee. Unless paid sooner, the Amended DA Fee shall be paid no later than the
following dates:
i. $663,212 (80 lots) on or before June 30, 2025
ii. $505,699.76 (61 lots) on or before March 31, 2026
iii. $472,539.12 (57 lots) on or before September 30, 2026
iv. $256,994.96 (31 lots) on or before January 31, 2027
v. $522,280.08 (63 lots) on or before May 31, 2027
vi. $762,703.92 (92 lots) on or before November 30, 2027
If development lots are sold to third -party builders or building permits are
issued prior to the payment of the Amended DA Fee (or the pro rata amount of the
Amended DA Fee for such lots), the Amended DA Fee shall be paid by Developer
such that as construction of the Project occurs, and either (i) developed lots are
sold to third -party builders, or (fi) building permits are issued for construction of
residential dwelling units, the Developer shall pay to City a pro-rata portion of the
unpaid principal at the time vacant lots are sold to third -party merchant builders or
building permits are issued for construction of residential dwelling units. Each
payment to the City shall take place within ten (10) business days following any
sale of developed lots to a third -party builder, or concurrent with and as a condition
precedent to the City issuance of a building permit. The pro-rata portion of the
Amended DA Fee shall be calculated as the total Amended DA Fee divided by the
total number of residential dwelling units ($3,200,000 / 386), for a per lot fee of
$8,290.16 ("Pro -rate Per Lot Fee")."
Section 4.02. Infrastructure Financing. City acknowledges that the success of the
Project may require the establishment of a Community Facilities District ("CFD") or other
similar alternative financing mechanism (i.e. Statewide Community Infrastructure
Program ("SCIP") ("Financing District") to reimburse the Developer for public facilities
costs for infrastructure to be owned by the City or other public agencies, and associated
developer impact fees. At Developer's request, City shall cooperate with Developer in the
establishment of an assessment district(s), community facilities district(s) or other public
financing: mechanism to finance any necessary public improvements forthe Project, which
public improvements may lawfully be financed with such financing mechanism,
substantially consistent with the financing plan ("Financing Plan") set forth in Exhibit "1".
Section 4.03. Exhibit D. Exhibit "D", incorporated into the Development Agreement
in Section 7.09 c. thereof, is deleted and replaced in its entirety with a new Exhibit "D",
attached hereto as Exhibit "2" to this Amendment.
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Section 4.04. Property Maintenance Obligations. During the term of the Development
Agreement, so long as Developer owns the Property, or any portion thereof, Developer
shall be responsible to maintain the Property as set forth below.
4.04.01. Trash, Debris & Graffiti. No less than once per month,
Developer shall ensure the removal of all trash, debris and graffiti from the Property.
4.04.01.01. Initial Property Cleanup. Within 30 days following
the Amendment Effective Date, dead trees, limbs, trash and debris shall be removed from
the Property to the reasonable satisfaction of City staff.
4.04.01.02. On -Site Trees. Within 30 days following the
Amendment Effective Date, Developer shall retain an arborist to evaluate the condition of
all trees on -site. Within 120 days following the Amendment Effective Date, Developer
shall remove all trees reasonably deemed necessary for removal by the arborist.
4.04.02. Dust Control. The Parties recognize that the area surrounding
the Property is affected by blown dust and sand during wind events. The Parties also
recognize that the area is adjacent to stormwater facilities that can also be the cause of
dust and sand during wind events. So long as Developer applies a chemical soil stabilizer
or binder no less than once annually, Developer shall not be deemed the cause of wind
blown dust or sand in the area. Developer shall, within thirty (30) days of notification from
City, re -apply a chemical soil stabilizer or binder more frequently than annual re -
applications if the City notifies Developer that an area has been disturbed and the
previously applied stabilizer/binder is no longer effective.
4.04.03. Surveillance Cameras. Within 60 days following the
Amendment Effective Date, Developer shall install surveillance cameras at no less than
four on -site locations, as designated by the City, and maintain their operation until home
construction begins at each location. Each camera shall have video recording capabilities
enabled 24 hours, seven day per week. Developer shall maintain video recordings of all
four cameras for a rolling fourteen (14) day period, which recordings shall be made
available to the City, upon request. Developer shall repair any broken cameras in a timely
manner, but in no event longer than 10 business days after notification by the City. If the
Project is built in phases, City and Developer can mutually agree to reduce the number of
cameras as each phase is built.
4.04.04. Patrols. Developer shall contract with a company to provide
daily patrols of the Property to provide a deterrence to trespassers and inform Developer
of any maintenance or disturbance issues witnessed at the Property.
4.04.05. Signs. "No trespassing" signs shall be posted and maintained
by Developer at the three vehicular access point to the property (Verona/Whitewater, San
Rafael/Golden Sands and Francis terminus) and no less than four locations along easterly
boundary along the stormwater channel.
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4.04.06. Contact Person/ Neighborhood Communications. Developer
shall designate a contact person who, at any time during normal business hours, is
available to respond to calls or complaints from the City or neighbors concerning the
Property's condition. This individual is responsible for promptly and effectively
coordinating the correction of any observed violations of the Property Maintenance
Obligations in this Amendment. Developer shall make itself available for regular (i.e., no
less frequently than once per quarter) meetings (whether in person or virtual) with
neighborhood groups and their Homeowners' Associations, in order to provide updates
and maintain open communication.
4.04.07. Default of Property Maintenance Obligations. Developers hall
be in default of these Property Maintenance Obligations if a violation occurs, the City
provides written notice to Developer to correct the violation, and the violation is not
corrected by Developer within thirty (30) days for the Dust Control measure (Section
4.04.02) and seventy two (72) hours for all other property maintenance obligations. In
addition to any other remedy available to the City, in the event Developer does not correct
any such violation following notice and the opportunity to correct, City may correct any
such violation. The City shall provide the Developer with at least ten (10) days' written
notice prior to initiating any work for which it may intend to recover costs. The City shall
be entitled to collect the reasonable costs of such correction, whether as a money
judgment, or as a lien against the subject property or as a special assessment.
Section 4.05. Additional Protect Entrance, Golden Sands Road, Landscaping and
Park.
4.05.01. Additional Project Entrance. Developer shall provide a third
additional vehicular entrance to the Project, as evaluated in the Project entitlements.
4.05.02. Golden Sands Road. Developer shall rehabilitate Golden
Sands Road and replacement of the stop sign, all in accordance with standards
established by the City Engineer. Such work shall be commenced within two hundred
and seventy (270) days following the Amendment Effective Date, and shall be completed
within forty five (45) days. Landscaping along Golden Sands Road shall be rehabilitated
by Developer within one hundred and twenty (120) days following the Amendment
Effective Date.
4.05.03 Golden Sands Road Sidewalk. Developer shall install a
temporary sidewalk that is acceptable to the City Engineer along Golden Sands Road
between the end of the sidewalk east of Savanna Trail to Golden Sands Mobile Home
Park as part of the Project's first phase.
4.05.04. Park Timing. The Park shall be completed as a condition
precedent to the City's issuance of the 52nd building permit for the Project.
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Section 4.06. Miscellaneous.
Section 4.06.01. Enforceability. The Parties agree that unless this
Amendment is amended or terminated pursuant to the provisions of the Development
Agreement, as amended, this Amendment 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 as of the Amendment Effective Date, as provided by California Government
Code Section 65866.
Section 4.06.02. Severability. If any term or provision of this
Amendment, or the application of any term or provision of this Amendment 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 Amendment, or the application of this
Amendment 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 Amendment, 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 Amendment by providing written notice of such
termination to the other party.
Section 4.06.03. 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 or this Amendment and to
provide and secure to the other party the full and complete enjoyment of its rights and
privileges hereunder.
Section 4.06.04. Construction. Each reference in this Amendment to
this Amendment or any of the Project Approvals shall be deemed to refer to the
Amendment 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 Amendment has
been reviewed and revised by legal counsel for City, PS Country Club and Developer,
respectively, and no presumption or rule that ambiguities shall be construed against the
drafting party shall apply to the interpretation or enforcement of this Amendment.
Section 4.06.05. 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 Amendment, the signer
obligations are joint and several.
Section 4.06.06. Covenants Running with the Land. All of the
provisions contained in this Amendment 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 and inure to the benefit of the parties and their respective heirs,
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successors in interest, transferees and assignees, representatives, lessees, and all other
persons acquiring all or a portion of the 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 Amendment 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 4.06.07. Entire Agreement, Counterparts and Exhibits. This
Amendment is executed in duplicate, each of which is deemed to be an original. This
Amendment consists of 9 pages and three exhibits which constitute, except for the
Development Agreement, the full, final and exclusive understanding and amendment to
the Development Agreement, and supersedes all negotiations or previous agreements of
the parties with respect to all or any part of the subject matter hereof.
Section 4.06.08. Waiver. Any waivers of the provisions of this
Amendment or any breach of covenants or conditions contained in this Amendment shall
be effective only if in writing and signed by the appropriate authorities of City and
Developer. A waiver of one provision or breach shall not be considered as a continuing
waiver, shall not constitute a waiver of any other conditions or covenants and shall not
operate to bar or prevent the other party from declaring a forfeiture or exercising its rights
for any succeeding breach of either the same or other condition or covenant.
Section 4.06.09. Recordation of Development Agreement. No later
than thirty (30) days after the Amendment Effective Date, the City Clerk shall record an
executed copy of this Amendment in the Official Records of the County of Riverside.
Section 4.06.10. No Third Party Beneficiaries. No person or entity shall
be deemed to be a third party beneficiary hereof and nothing in this Agreement (either
express or implied) is intended to confer upon any person or entity, other than City, PS
Country Club, and Developer, any rights, remedies, obligations or liabilities under or by
reason of this Amendment.
Section 4.06.11. Titles of Parts and Sections. Any titles of the sections
or subsections of this Amendment are inserted for convenience of reference only and
shall be disregarded in interpreting any part of this Amendment's provisions.
Section 4.06.12. Discretion of Citv. City's execution of this Amendment
in no way limits the discretion of City in the permit or approval process in connection with
any site plan approvals, subsequent entitlements, land use decisions, construction or
improvements which are within City's jurisdiction, except to the extent expressly and
unequivocally stated herein.
Section 4.06.13. Representations of Authority. As to each person
signing this Amendment on behalf of an entity, all necessary legal prerequisites to that
party's execution of this Amendment have been satisfied and he or she has been
authorized to sign this Amendment and bind the party on whose behalf he or she signs.
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[SIGNATURES ON NEXT PAGE]
55575.18145\42385859.4
IN WITNESS WHEREOF, the City of Palm Springs California, a California Charter
City and municipal corporation, has authorized the execution of this Development
Agreement Amendment in duplicate by its City Manager and attestation by its City Clerk,
and approved by the Council of the City on the 9th day of July, 2024, and adopted by City
Council Ordinance No. 2097, and PS Country Club and Developer have caused this
Amendment to be executed by its authorized representative.
"CITY"
City of Palm Springs
Date: y By:
Scott Stiles
City Manager
APPROVED AS TO FORM
5ivo,11% CoUV twvs(\
0
Jeffrey S. Ballinger
City Attorney
APPROVED BY CITY COUNCIL:
ATTEST
By: 114
Brenda Pree, MMC
City Clerk
�a q M.z4 neM 1 • G-
Date:_'Agreement No. A,7)5 1
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.
[SIGNATURES CONTINUE ON NEXT PAGE]
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5557518145\423858594
IN WITNESS WHEREOF, the City of Palm Springs California, a California Charter
City and municipal corporation, has authorized the execution of this Development
Agreement Amendment in duplicate by its City Manager and attestation by its City Clerk,
and approved by the Council of the City on the 9th day of July, 2024, and adopted by City
Council Ordinance No. 2097, and PS Country Club and Developer have caused this
Amendment to be executed by its authorized representative.
"CITY"
City of Palm Springs
By . d \o Cppp1eVP216
colt Stiles
City Manager
APPROVED AS TO FORM: ATTEST
d m Go��tetPact
BBy: S,gne
Jeffrey S. Ballinger Brenda Pree, MMC
City Attorney City Clerk
APPROVED BY CITY COUNCIL:
Date: Agreement No.
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.
[SIGNATURES CONTINUE ON NEXT PAGE]
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CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
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 Cali(ff� mia 1
Coun/t�y of 1 XQ V(*S %de. '1 1}
On A U..'� 6-' S I a-O,,Lq before me,
Date Here Insert Name and Title of We Officer
personally appeared Cd-f "7 cam- i I e S
Name(s) of Signer(s)
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.
NEW RASI
Notary Ru61ic GlNornia
- Riverside County_
Curnmission # 23983t7
0My Comm. Expires Ner 2t, 2026
Place Notary Seal and/or Stamp Above
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
Signature of Notary Public
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached C
Title or Type of Document:
Document
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: h,,llC MGr
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
R.Other: Ci'f j A (orwe y
SiWer is Representing: Gi �aj
02019 National Notary Association
Signer's Name: &tV�4 R^Q'e,
❑ Corporate Officer - Title(s):
❑ Partner - ❑ Limited O General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
13 Other: Ci GI0041�
Sianer is Reorese ina: Gi o
"DEVELOPER"
SERENA 386, LLC,
a Delaware limited liability company
By i -By
Signature (Notarized)
N(C48(uS
Printed Narne die
"PS COUNTRY CLUB"
PS Country Club, LLC,
a California limited liability company
ab
By .01-1 By
CP-Signature (Notarized)
Printed Name/Title
11-
Signature (Notarized)
10 =M.I2 0 jlllnir,
Signature (Noted
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Printed] elTitle
55575.18145\42385859.4
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 ) Daniel Barrientos Cruz
Notary Public
On before me,
ere ee name a a o e
personally appeared Cctw
who proved to me on the basis of satisfactory vi a ce to be the person(s) whose
name(s) is/are subscribed to the within instru en 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.
P
oANIEL BARRIENTOS CRU2Comm. M 2348413
WITNESS and official al. OTARY1180c,1111FORNIAORANGE C2jNTY
rYCOMM. EXP. MAR. I tOtS''
NO ubllc I nature (Notary Public Seal)
ADDITIONAL
PION OF THE ATT HED DOCUMENT
S o F�.15 't
(Ttle or description of attached document)
V a-d Orlakj D-P'd o
Pages _ Document Date
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
de
❑ Partner(s)
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Other
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TION INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies with current California statutes regarding notary wording and.
if needed, should be completed and attached to the document, Acknowledgments
from other stares may be completed for documents being sent to that state so long
Alt q
as the wording does not require the California notary to violate California notary
law.
• State and County information must be the State and County where the document
1vtiigner(s) personally appeared before the notary public for acknowledgment. .
)ate of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
zati
no an on.
• indicate the correct singular or plural forms by crossing off incorrect fors (i.e.
ha+sheJ#wy- is lore ) or circling the correct fors. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary said impression must be clear and photographically reproducible.
Impression must not cover text or lines. If. seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature or the notary public must match the signature on file with the office of
the county clerk.
? Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
O Indicate title or type ofattached document, number ofpages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the tide (i.e. CEO, CFO, Secretary)
• Securely attach this document to the signed document with a staple.
"DEVELOPER"
SERENA 386, LLC,
a Delaware limited liability company
BY teR By
GO Signature (Notarized)
a`O
4q, Printed Name/Tide
"PS COUNTRY CLUB"
PS Country Club, LLC,
a California limited liability company
By
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55575.1814A42385859.4
Signature (Notarized)
Printed Nameffitle
op(ecK
Signature (Notarized)
Printed NameTtle
EXHIBIT "1"
FINANCING PLAN
This Financing Plan sets forth the basic terms and conditions pursuant to which
City and Developer will cooperate to establish a Community Facilities District or
Community Facilities Districts (each, a "District") pursuant to the Mello -Roos Act to
finance the acquisition or construction of certain public improvements in connection with
the Project. Capitalized terms not otherwise defined in this Financing Plan shall be
defined as provided in the Development Agreement ("Agreement").
1. Objectives. The principal objectives of this Financing Plan are to:
a. Provide City and Developer reasonable certainty that any District will
be established in accordance with the Goals and Policies, except as any specific goal or
policy may be explicitly supplemented, amended or waived as set forth herein.
b. Provide for the issuance of bonds by or for the District or Districts or
any Improvement Areas (defined below) therein in one or more series in order to minimize
carrying costs and improve overall bondholder security.
C. Implement and document certain determinations by City pursuant to
the Goals and Policies.
To the extent this Financing Plan is inconsistent with other parts of the Agreement to
which this Financing Plan is an exhibit, the provisions of this Financing Plan shall govern.
2. Formation. City shall initiate proceedings to establish a District, upon
Developer's written request and submittal of the City's standard application form and
receipt of an advance from the Developer in an amount determined by the City to pay for
the City's estimated costs to be incurred in undertaking the proceedings to establish the
District ("Formation Proceeding Costs"). City agrees that all such advanced City costs
incurred in connection with the formation of such District shall be eligible for
reimbursement out of the first available District bond proceeds and/or special taxes. The
exact terms and conditions for the advance of funds by Developer and the reimbursement
of such advances as mutually agreed upon shall be memorialized in a separate.
agreement between the City and the Developer. City agrees to use its best efforts to
complete the proceedings to form such District and record the notice of special tax lien
within two hundred ten (210) days after City's receipt of Developer's complete application
and deposit. In the event such District is not or cannot be formed by the City or bonds
cannot be issued for such District to finance the facilities as provided for in this Financing
Plan due to unforeseen changes in state or federal law or other reasons, City shall
reasonably cooperate with Developer in using the Statewide Community Infrastructure
Program ("SCIP") or other community facilities district financing program available
through the California Statewide Communities Development Authority to finance, acquire,
and/or construct the public improvements described herein.
Exhibit "1"
55575.18145\42385859.4
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 LOS ANGELES
On AUGUST 1, 2024 before me, GEOFFREY WILLIAMS, NOTARY PUBLIC
name and title of the officer)
personally appeared MATTHEW HAVERIM
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 ]i_
jv-
%•-_'� GEOFFAEy wILUaMS
: Notary Public - California
Los Angeles Caenty
F Commission a 2354834
o My Comm, EXnlrei Apr 18. 2025
(Seal)
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 LOS ANGELES
On AUGUST 1, 2024 before me, GEOFFREY WILLIAMS, NOTARY PUBLIC
(insert name and title of the officer)
personally appeared BEHROOZ HAVERIM
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/shetthey executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. .,,;,. Notary
Public
WILLIAMSa
Notary Public � California
} - - Los Angeles County_
Commission S 2354934
�A, o My Comm. Expires Apr 18, 2025
Signature _1�#-/ (Seal)
EXHIBIT "1"
FINANCING PLAN
This Financing Plan sets forth the basic terms and conditions pursuant to which
City and Developer will cooperate to establish a Community Facilities District or
Community Facilities Districts (each, a "District") pursuant to the Mello -Roos Act to
finance the acquisition or construction of certain public improvements in connection with
the Project. Capitalized terms not otherwise defined in this Financing Plan shall be
defined as provided in the Development Agreement ("Agreement").
Objectives. The principal objectives of this Financing Plan are to:
a. Provide City and Developer reasonable certainty that any District will
be established in accordance with the Goals and Policies, except as any specific goal or
policy may be explicitly supplemented, amended or waived as set forth herein.
b. Provide for the issuance of bonds by or for the District or Districts or
any Improvement Areas (defined below) therein in one or more series in order to minimize
carrying costs and improve overall bondholder security.
C. Implement and document certain determinations by City pursuant to
the Goals and Policies.
To the extent this Financing Plan is inconsistent with other parts of the Agreement to
which this Financing Plan is an exhibit, the provisions of this Financing Plan shall govern.
2. Formation. City shall initiate proceedings to establish a District, upon
Developer's written request and submittal of the City's standard application form and
receipt of an advance from the Developer in an amount determined by the City to pay for
the City's estimated costs to be incurred in undertaking the proceedings to establish the
District ("Formation Proceeding Costs"). City agrees that all such advanced City costs
incurred in connection with the formation of such District shall be eligible for
reimbursement out of the first available District bond proceeds and/or special taxes. The
exact terms and conditions for the advance of funds by Developer and the reimbursement
of such advances as mutually agreed upon shall be memorialized in a separate
agreement between the City and the Developer. City agrees to use its best efforts to
complete the proceedings to form such. District and record the notice of special tax lien
within two hundred ten (210) days after City's receipt of Developer's complete application
and deposit. In the event such District is not or cannot be formed by the City or bonds
cannot be issued for such District to finance the facilities as provided for in this Financing
Plan due to unforeseen changes in state or federal law or other reasons, City shall
reasonably cooperate with Developer in using the Statewide Community Infrastructure
Program ("SCIP") or other community facilities district financing program available
through the California Statewide Communities Development Authority to finance, acquire,
and/or construct the public improvements described herein.
Exhibit " 1"
55575.18145\42385859.4
3. Boundary. The District boundary shall encompass the Project and may
contain multiple improvement areas (each, an 'Improvement Area") based on phasing of
the Project. It is currently contemplated that the District will contain both residential and
non-residential land uses and may be subject to the levy of special taxes by the District
as set forth herein.
4. Eligible Public Facilities and Discrete Components and Fee Facilities.
Subject to the condition set forth in the following paragraph, the City will authorize the
District to finance the following types of public improvements ("Eligible Public Facilities")
and fee facilities ("Fee Facilities") which by the approval of the Agreement City has
determined are consistent with the Goals and Policies or constitute an approved
exception to the Goals and Policies for the Project may include, but is not limited to the
following Eligible Public Facilities:
way
a. Public Streets and other related improvements within public right of
b. Potable and Non -Potable Water Facilities
C. Sewer Facilities
d. Dry Utilities
e. Public Parks, Open Space and Landscaping
f. Storm Water Drainage, Retention and Detention Facilities
g. Fire Facilities, Police Facilities and other Government Facilities
The Eligible Public Facilities shall be financed with the proceeds of special taxes and/or
bonds of the District ("District Proceeds") regardless of the Improvement Area(s) from
which such District Proceeds. are derived. Costs of the Eligible Public Facilities to be
constructed by Owner that are eligible to be financed with District Proceeds are as follows:
(i) The actual hard costs for the construction or the value of an Eligible
Public Facility, including labor, materials and equipment costs;
(ii) The costs of grading related to an Eligible Public Facility;
(III) The costs incurred in designing, engineering and preparing the plans
and specifications for an Eligible Public Facility;
(iv) The costs of environmental evaluation and mitigation of or relating to
the Eligible Public Facility;
(v) Fees paid to governmental agencies for, and costs incurred in
connection with, obtaining permits, licenses or other governmental approvals, including
the Amended DA Fee (if eligible), for an Eligible Public Facility;
Exhibit "1"
55575.18145\42385859.4
(vi) Costs of construction administration and supervision up to five
percent (5.0%) of the total cost of the Eligible Public Facility;
(vii) Professional costs associated with each Eligible Public Facility, such
as engineering, legal, accounting, inspection, construction staking, materials and testing
and similar professional services;
(viii) Costs of payment, performance and/or maintenance bonds and
insurance costs directly related to the construction of an Eligible Public Facility; and
(ix) Fee Facilities includes all fees established and imposed upon the
Project by the City or any other participating agencies.
City and Developer agree that "Discrete Components" of each Eligible Public Facility may
be approved for payment from District Proceeds in an amount equal to actual cost of the
Discrete Component less a 25% retention, and that City shall not accept an Eligible Public
Facility of which a Discrete Component is a part, or pay any prior retention relating to
such Discrete Component, until the entire Eligible Public Facility has been completed.
Each Discrete Component is a component of an Eligible Public Facility that City has
agreed can be separately identified and/or inspected. City acknowledges that a Discrete
Component that consists of construction or installation work does not have to be accepted
by City as a condition precedent to the payment of acquisition thereof, but City shall not
be obligated to make such payment until such Discrete Component has been
"substantially completed," which shall mean that it is substantially complete for its
intended use in accordance with its plans and specifications, notwithstanding any final
"punch list" items still required to be completed. Master Developer shall be entitled to
make a separate payment request to City for the costs of final "punch list' items and other
eligible costs not previously reimbursed upon completion of such work.
The Eligible Public Facilities shall be bid, contracted for and constructed in
accordance with a funding and acquisition agreement ("Acquisition Agreement') to be
entered into between City and Developer at the time of formation of the District. The
Acquisition Agreement shall provide additional detail, consistent with the provisions of this
Development Agreement, with respect to the District and the acquisition and construction
of the Eligible Public Facilities with District Proceeds.
5. Financing Parameters. City agrees to levy special taxes of the District and
issue District bonds in one or more series to finance the acquisition and construction of
the Eligible Public Facilities using the parameters set forth below:
a. 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 three
(3) times the amount of the bonds and any other governmentally -imposed land -secured
debt (excluding any proceeds of the bonds to be deposited in an escrow fund); provided,
however, that City, its bond counsel, its financial advisor and the underwriter of the bonds
do not view such ratio as posing an unusual credit risk. In order to reduce issuance,
administrative and interests costs, provide certainty as to the availability of the proceeds
Exhibit "I"
55575.18145\42385859.4
of the bonds to fund the Eligible Public Facilities, and facilitate efficiency in such funding
and the construction of the Eligible Public Facilities, bonds may be issued and a portion
of the proceeds escrowed that is reasonably expected by the City to be released within
three (3) years pending increases in the value of property subject to special taxes to
achieve a 4:1 value -to -lien ratio.
b. Each series of bonds shall have a minimum term of thirty (30) years;
provided, however, the term of any individual series of bonds may be less than thirty (30)
years if the District's authority to levy the special taxes securing the payment of such
bonds or the underwriting conditions in the market for land secured bonds at the time of
the issuance of such bonds require the issuance of such bonds with a shorter term.
C. Each series of bonds may include up to eighteen (18) months of
capitalized interest or such other lesser amount as may be requested by Developer.
d. Each series of District bonds to be issued for an Improvement Area
shall be sized based upon the estimated annual special tax revenues from such
Improvement Area at build -out being equal to one hundred ten percent (110%) of (i)
annual debt service, plus (ii) priority annual administrative expenses. Priority
administrative expenses shall not exceed $50,000 for the first series of bonds issued for
an Improvement Area.
e. The total effective tax rate within each Improvement Area applicable
to any residential parcel on which a residential dwelling has or is to be constructed, taking
into account all ad valorem property taxes, voter -approved ad valorem property taxes in
excess of one percent (1%) of assessed value, the annual special taxes of existing
community facilities districts and community facilities districts under consideration and
reasonably expected to be established, the annual assessments (including any
administrative surcharge) of existing assessment districts and assessment districts under
consideration and reasonably expected to be established, and the special taxes of the
District, shall not exceed two percent (2.00%) of the projected initial sales price of the
residential dwelling unit and such parcel, as projected at the time of District formation.
f. Special taxes shall be levied on Developed Property within an
Improvement Area at the maximum assigned special tax rate prior to the issuance of
bonds to finance the Eligible Public Facilities. "Developed Property" means a parcel for
which a building permit has been issued. "Undeveloped Property" shall mean all other
taxable property. Special Taxes may be levied on Undeveloped Property within an
Improvement Area only after the issuance of bonds and only to the extent the annual debt
service on the bonds, administrative expenses, the delinquency rate for special taxes
levied in the previous fiscal year within the Improvement Area for all subsequent fiscal
years in which the special taxes are levied, and the reserve fund replenishment amount
is not able to be paid in full from Developed Property special taxes levied and collected
within the applicable Improvement Area.
g. Any affordable housing units, rental units or non-residential land
uses may, at Developer's option, be exempted from special taxes of the District.
Exhibit "1"
55575.18145\42385859.4
Full or partial prepayment of the special taxes shall be permitted.
i. As permitted by the Goals and Policies, at Developer's election at
the time of submittal of its written request, the City shall allow the special taxes within an
Improvement Area to escalate by two percent (2%) per year and debt service on the
bonds to escalate at the same rate as the special tax escalation.
Exhibit "1"
55575.18145\42385859.4
EXHIBIT "2"
REPLACES EXHIBIT "D" OF DEVELOPMENT AGREEMENT
SERENA PARK
DEVELOPMENT AGREEMENT PERFORMANCE SCHEDULE
DATE
ACTIVITY
NOTE
June 2025
Ready to record Phase IA Map 51
Lots
June 2025
Ready to Record Phase I Map 29
Park built as part of
Lots
this phase
March2026
Ready to Record Phase 2 Map 61
Lots
September 2026
Ready to Record Phase 3A Map 57
Lots
January 2027
Ready to Record Phase 36 Map 31
Lots
May 2027
Ready to Record Phase 4A Map 43
Lots
May2027
Ready to Record Phase 3C Map 20
Lots
November 2027
Ready to Record Phase 46 Map 92
Lots
Exhibit "2"
55575.18145%42385859.4
Exhibit "W
Description of Development
REAL PROPERTY DESCRIPTION
All that certain real property situated In the County of Riverside, State of California, described as follows
Parcel 1: (501-190-002, and a portion of 501-190-011)
The Northeast quarter of Section 1, Township 4 South, Range 4 East, San Bernardino Meridian, in the
City of Palm Springs, County of Riverside, State of California, according to the official plat thereof.
Except any portion lying within the following subdivisions:
A. Desert Park Estates No. 10, as per map recorded in Book 33 Page 20 of Maps, in the office of the
County Recorder of said County.
B. Ranch Country Club Estates No. 1, as per map recorded In Book 36, Page 64 of Maps, in the
office of the County Recorder of said County.
C. Tract No. 4362, as per Map recorded in Book 70, Pages 89 and 90 of Maps, in the office of the
County Recorder of said County.
D. Tract No. 4362-1, as per Map recorded in Book 81, Pages 29 and 30 of Maps, in the office of the
County Recorder of said County.
E. Tract 9317, as per Map recorded in Book 91, Pages 44 and 45 of Maps, in the office of the County
Recorder of said County.
F. Tract 14029, as per Map recorded In Book 112, Pages 61and 62 of Maps, in the office of the
County Recorder of said County.
Parcel 2: (a portion of 501-190-011)
Lot 1 of Ranch Country Estates No.1, in the City of Palm Springs, County of Riverside, State of California,
as per map recorded in Book 36, Page 64, of Maps, in the office of the County Recorder of said County.
Parcel 3: (669-480-027)
Parcel 1 of that Lot Line Adjustment No. 02-12 recorded February 26, 2004 as Instrument
No.2004-134481 of Official Records, described as follows:
A parcel of land, situated in the City of Palm Springs, County of Riverside, State of California, lying over
a portion of the Southwest Quarter of Section 36, Township 3 South, Range 4 East, San Bernardino
Base and Meridian, being more particularly described as follows:
Beginning at the South Quarter corner of said Section 36;
Thence, along the North -South centerline of said Section 36, North 0°12'43" East
420.46 feet;
Thence, leaving said North -South centerline North 89059'13" West 88.65 feet; Thence North
38°24'39" West 476.26 feet;
Thence North 47046'07" West 450.07 feet;
Thence North 61023'04" West 329.68 feet;
Thence North 28*04'13" West 200.02 feet;
Thence South 80°57'45" West 440.06 feet;
Thence South 75005'43" West 318.05 feet;
Exhibit "3"
55575.18145\42385859.4
Thence South 58000'55" West 386.18 feet;
Thence South 5014'30" East 769.65 feet to the Intersection of a line parallel to, and
554.00 feet Easterly, when measured at right angles, to the West line of said Section 36, with a line
parallel to, and 300.00 feet Northerly, when measured at right angles, to the South line of said Section
36;
Thence, along said line parallel to the West line of said Section 36, South 00015'30" West 300.00 feet,
to the South line of said Section 36;
Thence, along said South line of Section 36, South 89045'52" East 2100.33 feet to the point of beginning.
Excepting therefrom that portion of said parcel of land being more particularly described as follows:
Commencing at the Southwest corner of said Section 36;
Thence, along the South line of said Section 36, South 89°45'52" East 814.00 feet; Thence, leaving
said South line, parallel to the West line of said Section 36, ,North 0015'30" East 300.00 feet to a
line parallel to, and 300:00 feet Northerly of, said South line of Section 36 and the True Point of
Beginning;
Thence, along said line parallel to the South line of Section 36, South 8904652" East
718.85 feet;
Thence, leaving said parallel line, South 89035'48" East417.44 feet; Thence South
88010'53" East 316.61 feet;
Thence North 4902744" East 107.85 feet;
Thence North 45°2743" West 330.33 feet;
Thence North 82049028" West 18.54 feet;
Thence North 5301 T47" West 872.71 feet;
Thence South 74057'13" West 528.72 feet;
Thence South 0008'38" West 30.73 feet;
Thence South 72041'33" West 113.63 feet;
Thence South 3029'01" East 610.32 feet to the True Point of Beginning.
Parcel 4: (669590-066)
That portion of the South half of the Southeast quarter of Section 36, Township 3 South, Range 4 East,
San Bernardino Meridian, in the City of Palm Springs, County of Riverside, State of California, according
to the official plat thereof, described as follows:
Beginning at the Southwest corner of said South half of the Southeast quarter;
Thence South 89052'00" East, along the South line of said South half of the Southeast quarter, a
distance of 240.00 feet;
Thence North 70000'00" West,105.00 feet; Thence South
75012'28" West, 59.03 feet;
Thence North 31 000'00" West, a distance of 163.00 feet, to a point on the West line of said South half
of the Southeast quarter;
Thence South 0006'30" West, along said West line, a distance of 160.00 feet to the Point of .
Beginning.
Exhibit "3"
55575.18145\42385859.4