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HomeMy WebLinkAbout3/6/2013 - AGREEMENTSAMENDMENT NO. 9 TO PURCHASE AND SALE AGREEMENT (DREAM HOTEL) (A6329) This Amendment No. 9 to the Purchase and Sale Agreem^t (the "Amendment"), is made and entered into this day of 20'l5b^ by and between the City of Palm Springs, California, a California Charter Ctiy 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 corner of Qalle 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 cfefeult R^gyurchase 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. 9 Purchase and Sale Agreement Dream Hotel Page 1 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 di^awmgs forihe 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. Developer is completing construction of the underground parking facility and foundation of the Dream Hotel, and has requested an 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. H. 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 terrrts reliedvupon 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 Hotei: The opening date shall occur not later than twenty-six (26) months from issuance of the first building permit for construction of the underground parking facility and foundation, but notNo later than Jwe-August 30. 2020. 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: 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. Amendment No. 9 Purchase and Sale Agreement Dream Hotel Page 2 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 allov^City to secure and remove from the Project site, at City's sole cost, any existing'Ijarking 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 December 31. 2018April 1. 2019. Continuous Construction: In the event Developer does not commence with construction of the Core and Shell of the Hotel Project by Julv 1. 2019December 31, 2018, 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 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. Amendment No. 9 Purchase and Sale Agreement Dream Hotel Page 3 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: Twenty six (26) months from issuance of the first building permit for construction of the underground parking facilitv and Foundation, but notNo later than June August 30. 2020. 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. 9 and any provisions of the Purchase and Sale Agreement (A6329), the provisions of this Amendment No. 9 shall in all respects govern and control. SECTION 5. Corporate Authorltv. The persons executing this Amendment No. 9 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. 9 on behalf of said party, (iii) by so executing this Amendment No. 9, such party is formally bound to the provisions of this Amendment No. 9, and (iv) the entering into this Amendment No. 9 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. 9 Purchase and Sale Agreement Dream Hotel Page 4 IN WITNESS WHEREOF, the Parties have executed this Amendment and acknowledge December 5, 2018, as the effective date of this Amendment. "City" City of Palm Springs Date: /fi4ii APPROVED AS TO FORM ATTEST David H. City Manager By-/b. ^ A- Edward Z. Kotkin City Attorney ^\pPROVED BY CnV COUNCIL t-V Date: Date: "Developer" Selene Palm Springs, LLC, a California limited liability company By: Lauri Kibby for GDI Ventui D Managing Member Abdul Q^J^ertani for QaiseTOapitaU^LLC Manacfing Member Amendment No. 9 Purchase and Sale Agreement Dream Hotel Page 5 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 2^County of On Dec.. before me, (Here insert naitie and title of the officer) / ' f personally appeared [ lA'ihhy ^ who proved to me on the~basis of satisfact(/ry evidence to be the person(e-) whose name(s-)(Jsi)are subscribed to the within instrument and acknowledged to me that he/^h§](they executed the same in his^gejytheir authorized capacity(ies), and that by his<R^their signature(e-) 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. Public Signature (Notary Public Seal) SHAUNA MARIE WATKINS I Notary Public - California | Riverside County > Commission #2195365 My Comm. 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