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HomeMy WebLinkAbout17448 - RESOLUTIONS - 3/3/1991 RESOLUTION NO. 17448 •' A RESOLUTION OF THE CITY OF PALM SPRINGS APPROVING AND AUTHOiRIZING AND DIRECTING EXECUTION OF SUPPLEMENTS (FOR THE PURPOSE ; OF CONFORMING LEGAL DESCRIPTION) TO AMENDED AND RESTATED FIRST INSTALLMENT SALE AGREEMENTS, ' SUPPLEMENT (FOR PURPOSE OF CONFORMING LEGAL DESCRIPTION) TO SUBLEASE, SUPPLEMENT TO AMENDED ,AND RESTATED TRUST" AGREEMENT AND AMENDMENT TO CONDOMINIUM PLAN TRACT MAP NO. 20485 WHEREAS, The Community Redevelopment Agency of the City of Palm Springs ( "Agency" ) and SENCA Palm Springs, Inc. , a California corporation ( "SENCA" ) , entered into a Sublease dated as of December 31, 1.984 ( "Sublease") whereby the Agency subleased from SENCA certain land located in the Tahquitz Andreas Redevelopment Project Area of the Agency ( "Site" ) ; ' WHEREAS, the Agency and SENCA entered into that certain Amended and Restated First; Installment Sale Agreement (Project I) , that certain Amended and Restated First Installment Sale Agreement: (Project II) , that certain Amended and Restated First Installment Sale Agreement (Project III ) , that certain Amended and Restated First Installment Sale Agreement (Project IV) , that certain Amended and Restated First Installment Sale Agreement (Project V) , that certain Amended and Restated First Installment Sale Agreement (Project VI) , that certain Amended and Restated First Installment Sale Agreement (Project VII) , that certain Amended and Restated First Installment Sale Agreement (Project VIII) , that certain Amended and Restated First Installment Sale Agreement (Project IX) , that certain Amended and Restated First Installment Sale Agreement: (Project X) , and that certain Amended and Restated First Installment Sale Agreement (Project XI) , all of which are dated as of December 1, 1984 whereby SENCA agreed to build hotel facilities and appurtenant facilities and property (collectively, the "Projects" ) which Projects collectively comprise the Palm Springs Headquarters Hotel, now called the Wyndham Palm Springs Hotel ( "Hotel" ) ; WHEREAS, the Agency entered into that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners I , Ltd. , a California limited partnership ( "Hotel Partners I" ) , as amended by that Supplement- and Amendment to Amended and ; Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale ' Agreement I" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners II, Ltd,. , a California limited partnership ( "Hotel Partners II" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement II" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners III, Ltd. , a California limited partnership ( "Hotel Partners III" ) , as amended by that Supplement and Amendment to Amended and ]Restated Second ' Installment Sale Agreement dated as of December 1„ 1988 (collectively, "Second Installment Sale Agreement III" ) , that 2/383/014084-0006/16 Page 2 certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners IV, Ltd. , a California limited partnership ( "Hotel Partners IV" ) , as amended by that Supplement and Amendment to Amended and Restated Second " Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement IV" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners V, Ltd. , a California limited partnership ( "Hotel Partners V" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement V" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners VI, Ltd. , a California limited partnership ( "Hotel Partners VI" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement VI" ) , that certain Amended and Restated Second Installment Sale Y Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners VII , Ltd. , a California limited partnership ( "Hotel Partners VII" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement VII" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners VIII , Ltd. , a California limited partnership ( "Hotel Partners VIII" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement VIII" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners IX, Ltd. , a California limited partnership ( "Hotel Partners IX" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement IX" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners X, Ltd. , a California limited partnership ( "Hotel Partners X" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement X" ) , that certain Amended and Restated Second Installment Sale Agreement dated as of December 1, 1984 with Hotel and Convention Center Partners XI, Ltd. , a California limited partnership ( "Hotel Partners XI" ) , as amended by that Supplement and Amendment to Amended and Restated Second Installment Sale Agreement dated as of December 1, 1988 (collectively, "Second Installment Sale Agreement XI" ) whereby the Agency agreed to sell and convey to each of the partnerships set forth above (the "Partnerships" ) one of the eleven Projects which comprise the Hotel; and WHEREAS, the Agency entered into that certain Sub- sublease (Hotel I ) with Hotel Partners I ( "Hotel I Sub- sublease) , that certain Sub-sublease (Hotel II ) with Hotel Partners II ( "Hotel II Sub-sublease) , that certain Sub- -2- K1/448 Page 3 sublease (Hotel III) with Hotel Partners III ( "Hotel III Sub-sublease) , that certain Sub-sublease (Hotel IV) with Hotel Partners IV ( "Hotel IV Sub-sublease) , that certain Sub-sublease (Hotel V) with Hotel Partners V ( "Hotel V Sub- sublease) , that certain Sub-sublease (Hotel VI) with Hotel r Partners VI ( "Hotel VI Sub-sublease) , that certain Sub- sublease (Hotel VII) with Hotel Partners V:f.I ( "Hotel VII Sub-sublease) , that certain Sub-sublease (Hotel VIII) with Hotel Partners VIII ( "Hotel VIII Sub-sublease) , that certain Sub-sublease (Hotel IX) with Hotel Partners IX ( "Hotel IX Sub-sublease) , that certain Sub-sublease (Hotel X) with Hotel Partners X ( "Hotel X Sub-sublease) , that certain Sub-sublease (Hotel XI ) with Hotel Partners XI ( "Hotel XI Sub-sublease) , a1L of which are dated December 31, 1984 whereby the Agency agreed to Sub-sublease a one-eleventh interest of the Site to each of the Partnerships; and, ' WHEREAS, the Site is subject to a Condominium Plan recorded on December 27 , 1984 in the official Records of Riverside County, California ( "Official Records" ) as Instrument No. 275326 and a Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Palm Springs Headquarters Hotel dated as of December 30 , 1984 and recorded on December 30 , 3.985 as Instrument No. 293739 of the Official Records ( "CC&Rs" ) . The Condominium Plan and the CC&Rs provide for the construction and ownership of the Hotel in certain Condominium Units ( "Condominium Units" ) ; and WHEREAS, the Agency, SENCA and First Interstate Bank of California, Trustee, a California banking corporation ( "Bond Trustee" ) entered into than certain Amended and Restated ' Trust Agreement dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1988 (collectively, "Project I Trust Agreement" ) , that certain Amended and Restated Trust Agreement; dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1988 (collectively, "Project II Trust Agreement." ) , that certain Amended and Restated Trust Agreement: dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1981ii (collectively, "Project III Trust Agreement" ) , that certain Amended and Restated Trust Agreement dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1983 (collectively, "Project IV Trust Agreement" ) , that certain Amended and , Restated Trust Agreement dated as of December 1, 1984 , as amended by a Supplement and Amendment to Amended and Restated ' Trust Agreement dated as of December 1, 19813 (collectively, "Project V Trust Agreement" ) , that certain Amended and Restated Trust Agreement dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated , Trust Agreement dated as of December 1, 19813 (collectively, "Project VI Trust Agreement" ) , that certain Amended and Restated Trust Agreement dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1988 (collectively, "Project VII Trust Agreement" ) , that certain Amended and Restated Trust Agreement dated as of December 1, 1984 , as amended by a Supplement and Amendment: to Amended and Restated Trust Agreement dated as of` December 1, 1988 (collectively, "Project VIII Trust Agreement" ) , that certain Amended and Restated Trust Agreement dated as of December 1, 1984, as -3- R17448 Page 4 amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1988 (collectively, "Project IX Trust Agreement" ) , that certain Amended and + Restated Trust Agreement dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1988 (collectively, "Project X Trust Agreement" ) , that certain Amended and Restated Trust Agreement dated as of December 1, 1984, as amended by a Supplement and Amendment to Amended and Restated Trust Agreement dated as of December 1, 1988 (collectively, "Project XI Trust Agreement" ) , which Trust Agreements provided for the payment of certificates of participation issued to pay for the construction of the Hotel; and WHEREAS, SENCA assigned its interest under the Master Lease, the Sublease, each of the First Installment Sale Agreements, each of the Second Installment Sale Agreements and each of the Trust Agreements to the City of Palm Springs ( "City" ) ; and a WHEREAS, the Condominium Plan needs to be amended to reflect the Hotel as built and to identify the actual Condominium Units constructed; and WHEREAS, in order to more accurately identify the legal descriptions of the Properties subject to the above referenced documents, the Agency desires to amend the Sublease, each of the First installment Sale Agreements, the Condominium Plan and each of the Trust Agreements; NOW, THEREFORE, BE IT RESOLVED by the Community Redevelopment Agency of the City of Palm Springs, as follows : Section 1. Supplement (For Purposes of Conforming Legal Description) To Sublease. The City hereby approves the amendment to the Sublease in substantially the form of the Supplement (For Purposes of Conforming Legal Description) To Sublease on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Attorney. The City Manager is hereby authorized to execute and deliver the Supplement (For Purposes of Conforming Legal Description) To Sublease for and in the name and on behalf of the City. The City hereby authorizes the delivery and performance of the Supplement (For Purposes of Conforming Legal Description) To Sublease; provided that the provisions set forth in Sections 5 and 6 are satisfied. Section 2 . Supplement (For Purposes of Conforming Legal Description) to First Installment Sale Agreements . The City hereby approves the amendment of the First Installment Sale Agreement I, First Installment Sale Agreement II , First Installment Sale Agreement III , First Installment Sale Agreement IV, First Installment Sale Agreement V, First Installment Sale Agreement VI , First Installment Sale Agreement VII, First installment Sale Agreement VIII, First Installment Sale Agreement IX, First Installment Sale Agreement X, and First Installment Sale Agreement XI, in substantially the form of the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project I) , the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project II) , the Supplement (For Purpose of Conforming Legal Description) to -4- R17488 page 5 Amended and Restated First Installment Sale Agreement (Project III) , the Supplement: (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project IV) , the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project V) , the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project VI) , the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First; :Installment Sale Agreement (Project VII) , the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project V:I:II) „ the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project IX) , the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (P-roject X) , and the Supplement (For Purpose of Conforming Legal Description) to Amended and Restated First Installment Sale Agreement (Project XI) (collectively "First Installment Sale Agreements Supplements" ) in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Attorney. The City Manager is hereby authorized to execute and deliver the First Installment Sale Agreement Supplements for and in the name and on behalf of the City. The City hereby authorizes the delivery and performance of the First Installment Sale Agreement Supplements; provided that the conditions set forth in Sections 5 and 6 are satisfied. Section 3 . Amended Condominium Plan. The City hereby approves the amendment'. of the Condominium Plan in substantially the form of the Amended Condominium Plan for Tract Map No. 20485 ( "Condominium Plan Amendment" ) on. file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Attorney. The City Manager is hereby authorized to execute and deliver the Condominium Plan Amendment for and in the name and on behalf of the City. The City hereby authorizes the delivery and performance of the Condominium Plan Amendment; provided that the conditions set forth in Sections 5 and 6 are satisfied. Section 4 . Trust_ AgI_eei_gnt . The City hereby approves the amendment of the Project I Trust Agreement, the Project II Trust Agreement , the Project III. Trust Agreement, the Project IV Trust Agreement, the Project V Trust Agreement, the Project VI Trust Agreement, the Project VII Trust Agreement, the Project VIII Trust Agreement, the Project IX Trust Agreement, the Project X Trust Agreement, and the Project XI Trust Agreement, is substantially the form of the Supplement to Amended and Restated Trust Agreement For Project I , Supplement to Amended. and Restated Trust Agreement For Project II , Supplement to Amended and Restated Trust Agreement For Project III'., Supplement to Amended and Restated Trust Agreement For Project IV, Supplement to Amended and Restated Trust Agreement For Project V, Supplement to Amended and Restated Trust Agreement For Project VI , Supplement to Amended and Restated Trust Agreement For Project VII , Supplement to Amended and Restated Trust Agreement For Project VIII , Supplement to Amended and Restated Trust Agreement For Project IX, Supplement to Amended and Restated Trust Agreement For Project X, and Supplement. to Amended and Restated Trust Agreement For Project XI , (collectively, .-5-- R17448 Page 6 > "Trust Agreement Supplements" ) on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Attorney. The City Manager is authorized to execute and deliver the Trust Agreement Amendments in the name and on behalf of the City. The City hereby authorizes the delivery and performance of the Trust Agreement Amendments; provided that the conditions set forth in Sections 5 and 6 are satisfied. Section 5 . Title Insurance. The effectiveness of the Supplement (For Purposes of Conforming the Legal Description) to Sublease, the First Installment Sale Agreement Supplements, the Second Installment Sale Agreement and Sub- sublease Supplements, the Condominium Plan Amendment and the Trust Agreement Supplements shall be conditioned upon the Partnerships obtaining title insurance policies satisfactory to the City Attorney, if required by the City Attorney, assuring that the City ' s interest under the Master Lease and the Agency' s interest under the Sublease are not affected by the execution of said documents . Section 6. Attorney ' s Fees . The effectiveness of the Supplement (For Purposes of Conforming the Legal Description) to Sublease, the First Installment Sale Agreement Supplements, the Second Installment Sale Agreement and Sub- sublease Supplements, the Condominium Plan Amendment and the Trust Agreement Supplements shall be conditioned upon the payment by the Partnerships of the City Attorneys ' reasonable attorney' s fees for services rendered in the review and approval of said documents . Section 7 . Prior Resolutions . Any resolutions of the Agency adopted prior to this Resolution are, to the extent they are inconsistent or conflict with this Resolution, hereby repealed and rescinded. Section 8. Effective Date. This Resolution shall take effect and be in force immediately upon its adoption. Section 10 . Official Action. All actions heretofore taken by the officers and agents of the City with respect to the Amendment of the above agreements are hereby approved, confirmed and ratified. The City Manager, City Attorney and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, ' to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the amendment of the above referenced documents to reflect the correct legal description of the Hotel . ADOPTED THIS 3rd day of March, 1991. AYES: Councilmembers Broich, Hodges, Murawski , Neel and Mayor Bono NOES: None ABSENT: None ATTEST: ITY OF PAL SP I'll, CALIFORNIA City Clerk y Manager REVIEWED & APPROVED -6-