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Home My WebLink About19379 - RESOLUTIONS - 10/7/1998RESOLUTION NO. 19379 RESOLUTION OF THE CITY OF PALM SPRINGS AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF AN AMENDMENT TO BUSINESS LEASE NO. PSL-315, ASSIGNMENT AND AMENDMENT OF SUBLEASE ' AND TERMINATION OF SUB -SUBLEASES, ASSIGNMENT OF SUBLEASE, ASSIGNMENT AND TERMINATION OF SUB -SUBLEASES, MEMORANDUM OF AMENDMENT TO SUBLEASE (HOTELS I -XI), AUTHORIZING THE REDEMPTION OF CERTAIN VARIABLE RATE DEMAND OBLIGATION BONDS, AUTHORIZING THE EXECUTION OF CERTAIN OTHER AMENDMENTS AND CERTIFICATES, AND AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS IN PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO Recitals A. The City of Palm Springs (the "City") is the current holder of the lessee's interest under that certain Business Lease No. PSL-315 dated February 28, 1984 between the 18 individuals named therein as lessor (collectively, the "Ground Lessor") and Shale Energy Corporation of America, a Texas corporation, as lessee (a memorandum of which lease was recorded on December 30, 1985 as Instrument No. 293741 in the Official Public Records of Riverside County, California), together with that certain activation letter dated May 1, 1984, executed by Shale Energy Corporation of America (as approved by the United States Department of the Interior, Bureau of Indian Affairs (the "BIA") pursuant to an approval dated July 23, 1984, which approval was modified by a Modification of Approval of Option dated August 20, 1984) and that certain Estoppel Certificate and Amendment to Lease of even date herewith (as approved by the BIA pursuant to an approval of even date herewith) (collectively, the "Master Lease"). B. A portion of the property covered by the Master Lease is subleased to the Community Redevelopment Agency of the City of Palm Springs (the "Agency") pursuant to that certain Sublease (Hotels I - XI) (the "Sublease") dated December 31, 1984, by and between the predecessor - in- interest of the City and the Agency (a memorandum of which sublease was recorded on December 30, 1985 as Instrument No. 293742 of the Official Public Records of Riverside County, California) as supplemented by the certain Supplement (For Purpose of Conforming Legal Description) to Sublease recorded on December 20, 1993 as Instrument No. 504374 of said Official Public Records, covering the real property described on Exhibit A attached thereto (the "Leased Premises"). 124/014094-0114/3204907 3 a10/02/98 1 R19379 Page 2 C. The Leased Premises have been further subleased pursuant to those 11 certain Sub -subleases (collectively, the "Sub - subleases") dated December 31, 1984, between the Agency and Crow (Memoranda of such Sub -subleases were recorded December 30, 1985 as Instrument Nos. 293744, 293753, 293762, 293771, 293780, 293789, 293798, 293807, 203816, 293825, 293834, respectively, in the Official Public Records of Riverside County, California). D. Concurrently herewith, AP/APH Palm Springs, L.P. ' ("AP/APH") is purchasing (the "Acquisition") all of the interest of the Sub -sublessee in and to, among other thing's, the leasehold estate in the Leased Premises and the hotel known as "Wyndham Palm Springs" and the other improvements (collectively, the "Improvements") located on the Leased Premises (said leasehold estate and Improvements are collectively referred to herein as the "Property"). E. The Sublease was entered into with the Agency for the purposes of facilitating the financing of construction of the Improvements through t=he issuance of Variable Rate Demand Obligation Bonds (the "Bonds"). In conjunction with the purchase of the Property by AP/APH, the Bonds are being defeased, the Agency has agreed to assign all of its right, title and interest in and to the Sublease to AP/APH and the City and AP/APH have agreed to amend certain provisions of the Sublease as hereinafter set forth. F. From and after the Acquisition and assignment of the Sublease to AP/APH, AP/APH would hold all of the interests of the sub -sublessor and the sub -sublessees under the Sub -subleases and the estates would merge; therefore, Crow, the Agency and AP/APH desire to terminate the Sub -subleases so that from and after such termination, the Agency will be the "Sublandlord." and AP/.APH will ' be the "Subtenant" under the Sublease. G. AP/APH anticipates obtaining financing (the "Financing") in the future from an institutional lender (a "Lender") to be secured by certain liens, security interests and assignments covering, among other things, the Property (collectively, a "Mortgage"). H. The Sub -sublessees have requested the Agency to provide for the redemption by payment of the Bonds by way of an authorized draw upon the Letter of Credit provided as security in relation to the Bonds. I. It is in the public interest that the City and the Agency facilitate the Acquisition in that the Acquisition will facilitate economic development and maintain continuity in the provision of hotel services to the City, its residents, and its tourist population. 1241014084-OH4/32N907 3 a10/02/98 2 R19379 Page 3 NOW, THEREFORE, the City Council of the City of Palm Springs does hereby resolve as follows: Section 1. Approval of LeQal Documents. The proposed forms of the legal documents specified on Exhibit A, which documents are currently on file with the City Clerk (the "Documents"), are hereby approved. The Mayor, Mayor Pro Tem, City ' Manager, Assistant City Manager, or Treasurer/Finance Director are hereby authorized and directed to execute and deliver, and the City Clerk is hereby authorized and directed to attest and affix a seal of the City, to the Documents in substantially the form on file with the City Clerk with such additions thereto or changes therein as are approved by the City Manager, Assistant City Manager, or Treasurer/Finance Director with the consultation of the City Attorney or Special Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the documents by the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, or Treasurer/Finance Director. Section 2. Approval of Redemption of the Bonds. The City hereby approves the redemption by way of payment of the Bonds and the execution of any and all documents approved by the City Manager, the Assistant City Manager, or the Treasurer/Finance Director in consultation with the City Attorney or Special Counsel which release, defease, or extinguish the City's and/or Agency's liens on any property, real, personal or otherwise which secured directly or indirectly, the Bonds. Section 3. Effective Date. The approvals, consents, and authorizations contained herein are binding, effective, and operative upon the issuance and release of the Final Approving ' Opinion of Rutan & Tucker, LLP as City Attorney and Special Counsel to the City and the Agency. Section 4. Official Action. The Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Treasurer/Finance Director, City Clerk, City Attorney, Special Counsel, and any and all officers of the City are hereby authorized and directed, for and in the sake 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, releases, discharges, warrants, and other documents which, in the opinion of the City Attorney or Special Counsel, may be deemed necessary or advisable in order to consummate the Acquisition and the redemption of the Bonds. 124/014084�0114/3204907.3 a10/02/98 3 R19379 Page 4 ADOPTED this 7th Day of October, 1998. AYES: Councilmembers Barnes, Hodges, Oden, Reller-Spurgin and Mayor Kleindiens NOES: None ABSENT: None ATTEST: CITY O�PPLM-S?1ZTNC$, CALIFORNIA ' City Clerk City Manager ` REVIEWED AND APPROVED 124/014084-0114/3204907.3 a10/02/98 4 EXHIBIT A APPROVAL DOCUMENTS (1) Amendment to Lease (Business Lease PSL-315) by and among the parties identified on Exhibit A attached thereto (collectively, ' "Ground Lessor"), the United States Secretary of the Interior (the "Secretary") acting by and through its duly authorized representative, the City of Palm Springs, a municipal corporation (the "City") and AP/APH Palm Springs, L.P., a Delaware limited partnership ("AP/APH"). (2) Estoppel Certificate by and among the Ground Lessor, the Secretary, the City, and AP/APH. (3) Memorandum of Amendment to Lease by and between the Secretary and the City. (4) Assignment and Amendment of Sublease and Termination of Sub -subleases, by and among the Community Redevelopment Agency of the City of Palm Springs (the "Agency"), the City, Hotel and Convention Center Partners I, Ltd., Hotel & Convention Center Partners, II, Ltd., Hotel & convention Center Partners III, Ltd., Hotel & Convention Center Partners, IV, Ltd., Hotel & Convention Center Partners V, Ltd., Hotel & convention Center Partners VI, Ltd., Hotel & Convention Center Partners, VII, Ltd., Hotel & Convention Center Partners, Viii, Ltd., Hotel & Convention Center Partners IX, Ltd., Hotel & Convention Center Partners X, Ltd., and Hotel & Convention Center Partners XI, Ltd., each a California limited partnership (collectively, "Crow") and AP/APH. (5) Guaranty of TCF Hotels, L. P. (6) Assignment of Sublease by and between the Agency and AP/APH. (7) Assignment and Termination of Sub -subleases, by and among the Agency, Crow, and AP/APH. (8) Memorandum of Amendment to Sublease (Hotels I -XI) by and between the City and AP/APH. 124/D14084-0114/3204907 3 alD/02/98 5