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HomeMy WebLinkAboutContract 1718-2PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: City of Cathedral City AND WHEN RECORDED MAIL TO: City of Cathedral City Attn: City Clerk 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 2018-0287991 07/17/2018 02:24 PM Fee: $ 0.00 Page 1 of 10 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder 1 !16, 11),11,1t011 I C -P -1 S R U PAGE SIZE DA MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF NCHG exam T: CTY UNI Space above this line for recorder's use only EXEMPT FROM RECORDER FEES PURSUANT TO GOV. CODE § 27383 Second Amendment to Purchase and Performance Agreement RIV #4827-7401-1237 v3 SECOND AMENDMENT TO PURCHASE AND PERFORMANCE AGREEMENT by and between VERANO RECOVERY, LLC and CITY OF CATHEDRAL CITY Dated July 11, 2018 RN #4827-7401-1237 v3 SECOND AMENDMENT TO PURCHASE AND PERFORMANCE AGREEMENT [VERANO, Rio Vista Village Specific Plan] This Second Amendment to Purchase and Performance Agreement ("Second Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into by and between Verano Recovery, LLC, a California limited liability corporation ("Developer") and City of Cathedral City, a California general law city and municipal corporation ("City"), on the following terms and conditions. Developer and City are sometimes individually referred to as "Party" or collectively as "Parties". RECITALS A. City and Verano entered into that certain Purchase and Performance Agreement dated June 2, 2015, and recorded in the official records of the County of Riverside as Instrument No. 2015-0422082 ("Purchase Agreement"). The Purchase Agreement relates to the development of a residential community commonly known as Verano, located within the boundary of Rio Vista Village Specific Plan. B City and Verano entered into that certain First Amendment to Purchase and Performance Agreement dated September 28, 2016 and recorded in the official records of the County of Riverside as Instrument 2016-0455427 ("First Amendment") to inter alia adjust the time for performance of certain Developer obligations. C. The Parties have agreed that satisfaction of the conditions of the Purchase Agreement will best be facilitated by amending certain of the terms and conditions of the Purchase Agreement, as provided in this Second Amendment. All terms in this Second Amendment have the meaning ascribed in the Purchase Agreement, unless expressly defined herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this Second Amendment which modifies and amends the Agreement as follows: 1. AMENDMENTS. The Purchase Agreement is hereby modified and amended as follows: 1.1 Rectial M. The last sentence of Recital M of the Purchase Agreement is hereby amended to read as follows: "M. The Developer shall cause the construction of the improvements contemplated to be covered by the HOA agreement, as generally described in Recital M hereto, with or without successfully obtaining the HOA Agreement with the Homeowners Association prior to the first occupancy for each construction phase undertaken therein." RIV #4827-7401-1237 v3 -1- 1.2 Section 2.26 RVVA Properties. Section 2.26 of the Purchase Agreement is hereby amended to read as followed: "2.26 RVVA Properties. The term "RVVA Properties" are those properties commonly known as Tots QQ, 279, 280, 282, 283, 284 and 285 owned by the entity Rio Vista Villas Associates, LLC ("RVVA") at the time of the Purchase Agreement, but which are now owned by Developer." 1.3 Section 3.1 Phase 1: Actions to be Taken by End of First Year. Section 3.1 of the Purchase Agreement, as amended by the First Amendment, is hereby amended to read as follows: "3.1. Phase 1: Actions to be Taken by December 31, 2018. The Developer shall cause all of the following actions to be taken by December 31, 2018, unless the action expressly states a different deadline for the action:" 1.4 Section 3.1.1. Monuments. Section 3.1.1. of the Purchase Agreement is hereby amended to read as follows: "3.1.1. Monuments. Developer shall verify existing monuments, remove and correctly reinstall erroneous monuments, and shall install missing monuments in all areas of completed construction of Tract 28639-1 by December 31, 2018. Developer shall install monuments in the remaining portion of Tract 28639-1, and for Tentative Map 32559, Tentative Map 32858 and Tentative Parcel Map 34148, upon the first Certificate of Occupancy for each construction phase undertaken therein." 1.5 Section 3.1.2. Public Streets Improvements. Section 3.1.2.c., as added to the Purchase Agreement by the First Amendment, is hereby amended to read as follows: "3.1.2.c. Developer shall complete Rio Vista Drive and all other street improvements in areas of completed construction of Tract 28639-1 by December 31, 2018. Developer shall complete street improvements in the remaining portion of Tract 28639-1, and for Tentative Map 32559 and Tentative Parcel Map 34148, on a block by block basis corresponding to the construction of residential units for the block. However, Developer shall have up to, but not in excess of, one (1) calendar year to complete street improvements to the standards established in Section 3.1.2 above after issuance of the first Certificate of Occupancy for each block." 1.6 Section 3.1.3. Alley Improvements. Section 3.1.3 of the Purchase Agreement, as amended by the First Amendment, is hereby amended to read as follows: "3.1.3 Alley Improvement. All constructed and completed alleys on Lots AA through EE, inclusive, Lots LL through PP, inclusive, and Lot GG, and RIV #4827-7401-1237 v3 -2- a portion of Lot FF in the Project shall be deeded to and maintained as noted in Section 3.1.2 above. Developer shall complete all alley improvements in areas of completed construction of Tract 28639-1 by December 31, 2018. Developer shall complete alley improvements in the remaining portion of Tract 28639-1, and for Tentative Map 32559 and Tentative Parcel Map 34148, on a block by block basis corresponding to the construction of residential units for the block. However, Developer shall have up to, but not in excess of, one (1) calendar year to complete alley improvements to the standards established in Section 3.1.2 above after issuance of the first Certificate of Occupancy for each block." 1.7 Section 3.1.4 Construction Improvements for the Completed Construction Area. Section 3.1.4 of the Purchase Agreement, as amended by the First Amendment, is hereby amended as follows: The clause "... to be completed by December 31, 2017 ..." is hereby deleted and the following clause inserted in its place — "... to be completed by December 31, 2018, with the exception of improvements fronting lots 275 and 276 of Tract 28639-1 which are to be completed concurrently with development of lots 275 and 276, ... ". 1.8 Section 3.1.5. Sand Removal. Section 3.15 of the Agreement, as amended, is hereby amended to read as follows: "3.1.5" Within the first anniversary year (Phase A), the Developer shall cause the blown sand that has accumulated in the public spaces within the Project Area boundaries, as of the Effective Date, to be removed and disposed of in accordance with all applicable laws. Developer shall remove and properly dispose of the blown sand that is within the public spaces of the Project Property for the Term of the Agreement, with the exception of the area along Rio Silverado which is to be completed as part of Phase 4 construction as shown on Exhibit "F" to the Agreement. In addition, in order to deter the formation of sand dunes, the Developer shall cause all existing chain link green fabrics and wooden snow fences in the Project Area to be removed and replaced with a sand deterrent acceptable to the City. 1.9 Section 3.1.7. Club House Improvements. Section 3.1.7.a, as added to the Agreement by the First Amendment, is hereby amended to read as follows: "3.1.7.a. Developer and City agree that the Phase 1 Remodeling has been substantially completed and that the required exterior landscaping and completion of Phase One pool and spa (collectively "Remaining Remodel Items") remain to be completed. Developer shall complete the Remaining Remodel Items, and open the Club House, pool and spa for residents by the earlier of the issuance of the 300th Certificate of Occupancy (inclusive of the one hundred thirty-seven (137) existing RIV #4827-7401-1237 v3 -3- residences) for the Project or March 31, 2019, whichever is the first to occur." 1.10 Section 3.1.7. Circle Park. Section 3.1.7.b added to the Purchase Agreement by the First Amendment is hereby amended to read as follows: "3.1.7.b. Developer and City agree that the Circle Park has been substantially completed; however the level of improvements and landscape refurbishment is subject to a landscape and irrigation plan ("Improvement Plan") approved per the City approval process. The Parties will mutually agree on a punch -list of remaining items to be completed ("Park Punch List Items") in conjunction with the Improvement Plan and approvals. Developer shall complete the Park Punch List Items by the earlier of the issuance of the 300th Certificate of Occupancy (inclusive of the one hundred thirty-seven (137) existing residences) for the Project or March 31, 2019, whichever is the first to occur." 1.11 Section 3.2. Phase 2: Actions to be Taken by End of Fifth Year. Section 3.2 of the Purchase Agreement, as amended by the First Amendment, is hereby amended to read as follows: "Section 3.2. Phase 2: Action to be Taken by End of Fifth Year. Unless another deadline is expressly provided for below, the Developer shall cause the following actions to be taken prior to June 30, 2021:" 1.12 Section 3.2.1. Remaining Club House Improvements. Section 3.2.1.a added to the Purchase Agreement by the First Amendment is hereby amended to read as follows: "3.2.1.a" Developer shall complete the Phase 2 Remainder Improvements to the Club House by June 20, 2021." 2. DEVELOPER'S PAYMENT OF OUTSTANDING DEBT TO CITY. 2.1 Developer must pay its outstanding debt to Community Facilities District No. 2000-01 by delivery of $179,831 in available and good and sufficient funds to City. City will prepare and record the necessary reconveyances of the Deeds of Trust securing this debt within five (5) days of receiving payment. 2.2 Developer must satisfy these obligation in Section 2.1 above, on or before the first to occur of the following events: (i) The Phase 2 Closing Date as described in that certain Purchase and Sale Agreement between Developer and D.R. Horton dated April 24, 2018; or (ii) a date not under any circumstances later than July 15, 2019. 3. GENERAL PROVISIONS. RIV #4827-7401-1237 v3 -4- 3.1 Remainder Unchanged. Except as specifically modified and amended in this Second Amendment, the Purchase Agreement, as amended by the First Amendment, remains in full force and effect and binding upon the parties. 3.2 Integration. This Second Amendment consists of pages 1 through 6 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment. 3.3 Effective Date / Conditions Precedent. This Second Amendment shall not become effective and binding upon the Parties unless and until the following conditions precedent have occurred: 3.3.1 The Parties have approved and duly executed the Second Amendment; and 3.3.2 This Second Amendment has been recorded in the official records of the Office of the Riverside County Recorder. 3.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 3.5 References. All references to the Purchase Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Purchase Agreement or First Amendment as the case may be, unless expressly stated to the contrary in this Second Amendment. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Purchase Agreement on the date and year first written above. ATTEST: -1,Gary F. F -V well, RIV #4827-7401-1237 v3 r, j ity Clerk CITY OF CATHEDRAL CITY Charles P. McClendon City Manager Cl K1 C lei/1L -5- APPROVED AS TO FORM Eric S. Vai , City Attorney RIV #4827-7401-1237 v3 DEVELOPER Verano Recovery, LLC By: Name: In\CA CCM,mu,n;-kes Cc fp Title: ijoit,tie.c By: ..."-------0 -, Name:_ tclAm_ IS,. I PAN Title: -?c 4evt' -6- 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. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF On 3 tme. , 20 k before me, (\\,. �� t( , personally appe red 4 yvi 4\1ipwi4{, proved to me on the basis of satisfactory evidence to be the persons) whose names are subscribed to the within instrument and acknowledged to me that Oshelthcy executed the same inhis authorized capacity4ies), and that by his heir heir signature(al on the instrument the person(s)', or the entity upon behalf of which the person*, acted, ecuted 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 ha Signature: cial seal. N. SIEBER Commission No.2083637 g NOTARY PUBLIC -CALIFORNIA LOS ANGELES COUNTY My Comm. Expires OCTOBER 25, 2018 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL • CORPORATE OFFICER ?t, L a -n -t" TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) a tvk &MP VIAVIAC -41") --gc/VOS' affa" .+- TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE RIV #4827-7401-1237 v3 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. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF �1tA Cry • ttiztetiAl 0. CzOdti D Po PO, t^,i On aid 11 ,2o)d' before me, , personally appeared Ntactes P. Itic_Cleitekroved to me on the basis of satisfactory evidence to be the person(s) whose names(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:, JL _ Q.:A.4.21(4Aac:a- ANN MANE J. OUtNTANILLA-GARCIA Commission * 2109761 Notary Public - Califomia r 'r►% Riverside County My Comm. Expires May 29, 2019 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT C-Cc1-+4.e_o6ca Ix) TITLE OR TYPE OF DOC at,r-4 NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE RN #4827-7401-1237 v3 41114411baik.lerlib.-4, 4 PAP NI MAq. ri i;r1rti• 2 .62*. 1withIC ISIC'' L. 4011t. .710K . . er..1•3 ihnta3 (N* .....w-romprger.liroir•urimor•W-0P.