HomeMy WebLinkAboutA6329 - SELENE PALM SPRINGS - AMENDMENT NO. 11 TO PURCHASE AND SALE AGREEMENTCONTRACT ABSTRACT
2 Original Amendment No. 10
Contract
Company Name: Selene Palm Springs LLC
Company Contact: Lauri Kibby for CDI Ventures, LLC, Managing Member for
Selene Palm Springs, LLC
Summary of Services: Purchase and Sale Agreement Selene/Dream
Modifying Performance Schedule
Contract Term: February 1, 2022
Contract Administration
Lead Department:
Contract Administrator:
Assistant City Manager
Marcus L. Fuller, Assistant City Manager
Contract Approvals
City Council Approvals
Original Agreement:
March 6, 2013
Amendment No. 1:
March 5, 0214
Amendment No. 2:
October 1, 2014
Amendment No. 3:
April 15, 2015
Amendment No. 4:
November 4, 2015
Amendment No. 5:
June 15, 2016
Amendment No. 6:
July 13, 2016
Amendment No. 7:
May 17, 2017
Amendment No. 8:
October 17, 2017
Amendment No. 9:
December 5, 2018
Amendment No. 10:
July 10, 2019
Agreement Number:
A6329
Contract Compliance
Exhibits.
On file
Signatures:
Attached
Insurance:
n/a
Bonds:
n/a
Contract Prepared By: Marcus L. Fuller
Submitted on: 07/11/2019 By: Tabitha Richards
sP
r
AMENDMENT NO.11 TU
K RCH SEAND SALEAGREEMENT
(DREAM HOTEL.)
{A6329)
This Amendment No. 11 to the Purohase a Sale Agreement(the "Amendment"), Is
made and entered into this" day of 2020. by and between the
-City of Palm Springs,'Califon iia, a California Charter City and municipal porporation,
,("Gity'°), and Selene_Palm 'Springs, LLC, a Califomla limited I'iabllity ,.company, the
successor in interest to.Praetor Investments, LLC, a Califomia limited liability company
("Developer').
RECITALS
A. City and Developer entered Into that certain Purchase .and:Sale
Agreement dated March•G,2013,identified as Agreement'No.6329,(the'Purchase and
Sale Agreement"), for the:purpose of developing and.maintaining the Doke Hotel
Project, (the "Hoter), a First Class Superior Hotel (Four stars), on a 1.8 acre parcel
owned by the City located at the northeast comer of Celle Alvarado and East Amado
Road (the"Propertn.
B. Delays in certain performance obligations have coctirted as a result of
changes in state law and outside of the control of the Parties, causing the Parties to
agree to previous amendments to the Purchase and Sale Agreement to reflect chan9es
to the Hotel by designating it as a Dream•Hotel branded project, changes.to the
Benchmark Schedule, and changes to the Default Repurchase Conditions..
C.. On August 26,2016, City and Developer completed the real properly
transaction eonsumrt afed,by the Purchase and Sale Agreement;and;Cftycconveyed fee
title interest in the Property to Developer pursuant to that pertain Grant Deed recorded
as Document No.'20i"367646(the'GranYDeed7:
in,acooWgncp%&the final escrow instructions and Grant Deed;_City'and
Developer coordinated an ie euv-of a plan:for.the construction af�35U 6.500', i-Mng
spaces In publkd/prkvate parking facfiifies. Including the mannef in whidi such '
pubpclprivate parking faciiitle would be financed and.maintained. britApn15;2017.,the
Cigr .(ouncmt detenrt[ned not,;o participate in:a joint putific/pl{vaterpakirg iaality;
ai(oMrinO Devefoperto finalize•t(me tleveloRmenfplans;ftir trite Hotel:to exclude_ adtlitional
'public"parldng in eXcess.nfon ire'paring othennmise r*Ired for the Hotel '. "
E. On June 7, 2017, the City Council adopted Resolution No: 24236,
approving an amendment to Final Planned Development District 333 proposed by
Developer, formally revising the original Dolee Hotel Project to a first Bass new hotel
project consisting of 169 hotel rooms and 34 multi-family residential.condominium units,
AmmndMWd No.11
Pwdmw Md Sala Agreement
Dream Hotel
Page 1
to be operated as a 'Dream Hater brand Hotel by the' Dream Hotel Group (the
aftie
F. In accordance with the Citys approval of the Dream Motel on June 7,
2017, Developer prepared.demol�ort, rough grading,and construction drawir�for the
underground parldng facility and foundation of-the' Dream Hotel, and submitted these
construction drawings to the.CUy for review and.approval for building permit on or about
November 30,2017;.and.eommencetl,with demolition of existing surface improvements
and. grading operations on.the Property on or.about.December 31,2017. 'Developer
•has also prepared construction drawings for the vertioal 'core and shelf' of the Dream
Hotel, and submitted these oonsbuctlon drawings to the City for review and approval for
building permit on or about April 30,20t
G. On December5.2016,the City Council approved Amendment No.9 to the
.Purchase and Sale Agreement to extend the time for commencement of the Core and
Shell of the Hotel by July 1,2019,and to extend the opening date of the Holm to August
30,2020.
H. On July 25.'2019,the,City Council approved Amendment No. 10 to extend
the time for commencing construction of the 'Core and Shell" of the Dream Hotel to
allow additional time for completion of related construction drawings, and an-extension
of time for the opening data of the Dream Hotel.
1. The Developer is requesting a 90-day.extension of the date that the
Developer is required to commence construction of the Core and Shell and provide
evidence of financing to build the core and sloil.
J. This Amendment. will modify the affected performance schedule In
response to the Developers request '
,.. a,.. :,.. .,
NOW, i HEREFORE, it!•considelation of the for going,It.w3tais and promises .and....
covenants contained tn:th�Agmemerrt,`the City and Developer agree as foUows:. : .
_;= ON I The:foregaing:Recitals arp.lrtte, corredt,and Incorporated bythis reference
herein as material terms relied�rpoit`by the Parties to agreeing Wand axed ttng Nils
Amendment
t
SE(7i101rk 2 Sec ion 16 of.the t�urclrase.and Sale--.-?' smart; ; eMended in
ArnendmeiltMo 10 -wamendedtrmd-suit-" toread
16: Bendbmark Scheduler
Entitlements: The Parties agree that Developer has complied with the
previously agreed benchmark schedule for completion of the Final Planned
Development Permit notlater than nine(9)months from the dose of escrow.
Amemlriwd No.11
Pundrase and Sale Agreement
Dram Hotel
Page 2
Submittal for Permit: Developer shall make the Mowing submittals to the
CiVs Building Department: (1)no later than December 31,2017,full construction
drawings for a building permit, as part and parcel of a building permit application
fcr construction of the underground parking facility and the fcundation for the
vertical construction of the Hotel (the 'Foundation"); and (2)`no later than April
30, 2018,full constuotioridrawings for a building permit, as part and parcel of a
building permit application for the complete construction of the"core and shell"of
the Hotel Project (the 'Core and Shell*). in agreeing upon these dates and
submittal requirements, the Parties agree that Developer may submit
applications for sequenfiallphased :building permits for the Hotel Project,
generally •consisting of an initial- building permit for construction of the
underground parking facility and Foundation, followed by a second building
permit for completed construction of the 'Core and Shell. These two (2)
enumerated submittals may be followed by various other building permits
required for.completion of aooessoty-structures, completion of Interior, building
improvements,.and construction of tenant Improvements.
Start of Construction(Site Mobilization):, Upon ten(10).daW written notice to
City,Developer may mobilize Its resources on the Property and doselhe existing
surface parking• facility to allow for site mobilization and demolition•prior to
Developer undertaking to 'Commence Construction" (as that tens is defined In
Section 19a herein). The Parties anticipate this mobilization as taking place not '
earlier than November 16,2017:'As a condition precedent to City`s issuance of a
rough grading permit allowing for removal of the existing surface parking faculty.
Developer agrees to allow City to secure and remove from the Project site,.at
Cityrs sole cost, any eAsting,parkkng lot lighting improvements, existing elecMc
vehicle charging stations,and existing palm trees.
Start of Construction (Hotel Project): Developer "shall proceed with
construction of_the Dream Hotel(be9gining with Uie underground paring fad V .:
and Fouodattan) not later"titan April.1, 2018. Developer.shall complete work on .
.; the underground paddng facility.and•Foundation not later-than April 1;2.09:
Continuous -ConstnfcfliWin .unless-the Parties agree otherwise by:fgrtlier..'. .:
amendment of this Purchase and Sale Agreement, in the event Developer does.
Trot-commence"with•oonst6iction ofithe-Core and Shell ofthe;Hotei Project;6y,.`.:.. ..-
I.y 1,2020;,and with7n s$dy(El)):iJay .following wfo(ten nbtioe'of the failure to dq
ly . _ .
soy Clay;Developer•Talls ttr oo�itrmence"with sucsi constriivlioti, Developer shall
` be required;at its sole cost;td complete all required site dyll work, landsoaping,
utility work, and associated kmproveinents as reasonably deemed neoessary by
City to prepare the underground,garage for public use by the City, but excluding
air conditioning systems and elevator equipment, (the 'Garage Improvements ).
In the event of such default of 'continuous construction' as specified herein,
Developer shall complete the Garage Improvements within ninety (90) days
Amendment No.I I
Pumhow and Sale Agreement
Dream Now
Page 3
following written notice thereof by City to•complete the garage improvements.
Developer hereby further'agrees to grant to City,'at no cost to the City,the right
to•malntain, operate, and use the Garage Improvements on the Property as a
public patidng facility until such time as Developer; or.geyelopdes successor in
interest,proceeds with construction of the Hotel Pro)ect.
Opentng Date: Unless the Parties agree otherwise by.further amendment.of this
se Purcha and Sate Agreement,,the opening'date musbbe no later than February
30,2022.
SECTION 3. . Full Force and EifecL AD terms, condWops, .and provisions of the
Purdhase and Sate Agreement (A6329), unless spedflcally modfied herein, shall .
continue in full force and effect In the event of any conflict or inoonslstencybetween the
provisions'of this Amendment No. 11 and any provisions of-the'
f the;Purchase and Said
Agreement (A6329), the provisions of this Amendment No.' 11 shall In all respects
govern and control:
O' 4 Coroorate Authorfty. The persons executing this Amendment No. 11 on
behalf of the Parties hereto warrant that(1)such party is.duly organized and existing, (0)
they are'duly.authorized to execute and deliver this Amendment No. 11 on behalf-of
said.paii)by so executing this Amendment No. 11,sucti party is formally bound io
the prty,(trovisions of this Amendment No. 11, and(iv)the entering into this Amendment No.
11 does not violate any provision of any otter Agreement to which the Party for which
he or she Is signing Is bound.
00NATURES ON NW AGED .
Amtendmerd Nm 11
Pumhase and Sale AgreeMerd
Dream Hotel
Page 4
IN WITNESS WHEREOF, Ilia Parties have executed this Amendment and
acknowledge January 30,2020,as the effective date of this Amendment
uL.r,,,w
City of Palm Springs
Date: 7 d By. EWH
David H. R
City Manager
APPROVED AS TO FORM ATTEST
By: By
CZ46 An ny J:M
A # City Attorney c
"Developer"
Selene Palm Springs, LLC, a 'California
limited liablilly company
Date: 3 dD By
zEautf Igbby for CDI•Vera ms, LLC
ember.'
APPhd oavcffvgourac4-
Amendment No.11
Purchase and Safe Agmemard
Dream Hotel
Page 5
AMENDMENT NO. 10 TO
PURCHASE AND SALE AGREEMENT
(DREAM HOTEL)
(A6329)
This Amendment No. 10 to the Purchase and Sale Agreement (the "Amendment"), is
made and entered into this day of , 2019, by and between the City
of Palm Springs, California, a California Charter City and municipal corporation, ("City"),
and Selene Palm Springs, LLC, a California limited liability company, the successor in
interest to Praetor Investments, LLC, a California limited liability company ("Developer').
RECITALS
A. City and Developer entered into that certain Purchase and Sale Agreement
dated March 6, 2013, identified as Agreement No. 6329, (the "Purchase and Sale
Agreement"), for the purpose of developing and maintaining the Dolce Hotel Project, (the
"Hotel"), a First Class Superior Hotel (Four stars), on a 7.8 acre parcel owned by the City
located at the northeast comer of Calle Alvarado and East Amado Road (the "Property").
B. Delays in certain performance obligations have occurred as a result of
changes in state law and outside of the control of the Parties, causing the Parties to agree
to previous amendments to the Purchase and Sale Agreement to reflect changes to the
Hotel by designating it as a Dream Hotel branded project, changes to the Benchmark
Schedule, and changes to the Default Repurchase Conditions.
C. On August 26, 2016, City and Developer completed the real property
transaction consummated by the Purchase and Sale Agreement, and City conveyed fee
title interest in the Property to Developer pursuant to that certain Grant Deed recorded as
Document No. 2016-0367646 (the "Grant Deed").
D. In accordance with the final escrow instructions and Grant Deed, City and
Developer coordinated on review of a plan for the construction of 350 to 500 parking
spaces in public/private parking facilities, including the manner in which such
public/private parking facilities would be financed and maintained. On April 5, 2017, the
City Council determined not to participate in a joint public/private parking facility, allowing
Developer to finalize the development plans for the Hotel to exclude additional public
parking in excess of on -site parking otherwise required for the Hotel.
E. On June 7, 2017, the City Council adopted Resolution No. 24236,
approving an amendment to Final Planned Development District 333 proposed by
Developer, formally revising the original Dolce Hotel Project to a first class new hotel
project consisting of 169 hotel rooms and 34 multi -family residential condominium units,
to be operated as a "Dream Hotel" brand hotel by the Dream Hotel Group (the "Project").
Amendment No. 10
Purchase and Sale Agreement
Dream Hotel
Page 170
F. In accordance with the City's approval of the Dream Hotel on June 7, 2017,
Developer prepared demolition, rough grading, and construction drawings for the
underground parking facility and foundation of the Dream Hotel, and submitted these
construction drawings to the City for review and approval for building permit on or about
November 30, 2017, and commenced with demolition of existing surface improvements
and grading operations on the Property on or about December 31, 2017. Developer has
also prepared construction drawings for the vertical "core and shell" of the Dream Hotel,
and submitted these construction drawings to the City for review and approval for building
permit on or about April 30, 2018.
G. On December 5, 2018, the City Council approved Amendment No. 9 to the
Purchase and Sale Agreement to extend the time for commencement of the Core and
Shell of the Hotel by July 1, 2019, and to extend the opening date of the Hotel to August
30, 2020.
H. Developer has completed construction of the underground parking facility
and foundation of the Dream Hotel, and has requested a further extension of time for
issuance of a building permit for the vertical "core and shell" of the Dream Hotel to allow
additional time for completion of related construction drawings, and an extension of time
for the opening date of the Dream Hotel.
I. This Amendment will modify the affected performance schedule in response
to the Developer's request.
NOW, THEREFORE, in consideration of the foregoing Recitals and promises and
covenants contained in this Agreement, the City and Developer agree as follows:
SECTION 1. The foregoing Recitals are true, correct, and incorporated by this reference
herein as material terms relied upon by the Parties in agreeing to and executing this
Amendment.
SECTION 2. Section 15 of the Purchase and Sale Agreement, last amended in
Amendment No. 8, is amended in its entirety to read:
15. Anticipated Opening Date of the Hotel:
No later than As; 2929February 28. 2022.
SECTION 3. Section 16 of the Purchase and Sale Agreement, last amended in
Amendment No. 8, is amended in its entirety to read:
16. Benchmark Schedule:
Amendment No. 10
Purchase and Sale Agreement
Dream Hotel
Page 271
Entitlements: The Parties agree that Developer has complied with the previously
agreed benchmark schedule for completion of the Final Planned Development
Permit not later than nine (9) months from the close of escrow.
Submittal for Permit: Developer shall make the following submittals to the City's
Building Department: (1) no later than December 31, 2017, full construction
drawings for a building permit, as part and parcel of a building permit application
for construction of the underground parking facility and the foundation for the
vertical construction of the Hotel (the "Foundation"); and (2) no later than April 30,
2018, full construction drawings for a building permit, as part and parcel of a
building permit application for the complete construction of the "core and shell" of
the Hotel Project (the "Core and Shell"). In agreeing upon these dates and
submittal requirements, the Parties agree that Developer may submit applications
for sequential/phased building permits for the Hotel Project, generally consisting
of an initial building permit for construction of the underground parking facility and
Foundation, followed by a second building permit for completed construction of the
"Core and Shell. These two (2) enumerated submittals may be followed by various
other building permits required for completion of accessory structures, completion
of interior building improvements, and construction of tenant improvements.
Start of Construction (Site Mobilization): Upon ten (10) days' written notice to
City, Developer may mobilize its resources on the Property and close the existing
surface parking facility to allow for site mobilization and demolition prior to
Developer undertaking to "Commence Construction" (as that term is defined in
Section 19a herein). The Parties anticipate this mobilization as taking place not
earlier than November 16, 2017. As a condition precedent to City's issuance of a
rough grading permit allowing for removal of the existing surface parking facility,
Developer agrees to allow City to secure and remove from the Project site, at City's
sole cost, any existing parking lot lighting improvements, existing electric vehicle
charging stations, and existing palm trees.
Start of Construction (Hotel Project): Developer shall proceed with construction
of the Dream Hotel (beginning with the underground parking facility and
Foundation) not later than April 1, 2018. Developer shall complete work on the
underground parking facility and Foundation not later than April 1, 2019.
Continuous Construction: In the event Developer does not commence with
construction of the Core and Shell of the Hotel Project by gul.,4,
, 2019-February 1,
2020, and within sixty (60) days following written notice of the failure to do so by
City, Developer fails to commence with such construction, Developer shall be
required, at its sole cost, to complete all required site civil work, landscaping, utility
work, and associated improvements as reasonably deemed necessary by City to
prepare the underground garage for public use by the City, but excluding air
conditioning systems and elevator equipment, (the "Garage Improvements"). In the
event of such default of "continuous construction" as specified herein, Developer
Amendment No. 10
Purchase and Sale Agreement
Dream Hotel
Page 3 72
shall complete the Garage Improvements within ninety (90) days following written
notice thereof by City to complete the garage improvements. Developer hereby
further agrees to grant to City, at no cost to the City, the right to maintain, operate,
and use the Garage Improvements on the Property as a public parking facility until
such time as Developer, or Developer's successor in interest, proceeds with
construction of the Hotel Project.
Opening Date: No later than Augg-;202OFebruary 28, 2022.
SECTION 4. Full Force and Effect. All terms, conditions, and provisions of the
Purchase and Sale Agreement (A6329), unless specifically modified herein, shall
continue in full force and effect. In the event of any conflict or inconsistency between the
provisions of this Amendment No. 10 and any provisions of the Purchase and Sale
Agreement (A6329), the provisions of this Amendment No. 10 shall in all respects govern
and control.
SECTION 5. Corporate Authority. The persons executing this Amendment No. 10 on
behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii)
they are duly authorized to execute and deliver this Amendment No. 10 on behalf of said
party, (iii) by so executing this Amendment No. 10, such party is formally bound to the
provisions of this Amendment No. 10, and (iv) the entering into this Amendment No. 10
does not violate any provision of any other Agreement to which the Party for which he or
she is signing is bound.
[SIGNATURES ON NEXT PAGE]
Amendment No. 10
Purchase and Sale Agreement
Dream Hotel
Page 4 73
IN WITNESS WHEREOF, the Parties have executed this Amendment and
acknowledge July 10, 2019, as the effective date of this Amendment.
Date:
APPROVED AS TO FORM
"City"
City of Palm Springs
ATTEST
r
B- j By:
Je a S. BaRKger,
City Attorney
Date: l
David H. eer
City Man
"Developer"
Selene Palm Springs, LLC, a California
limited liability company
By;
Lauri Kibby for CDI Ventu LLC
Managing Member
APPROVED BY CITY COUNC-It.
(0 321 t 7 L o I9
Amendment No. 10
Purchase and Sale Agreement
Dream Hotel
Page 5