Loading...
HomeMy WebLinkAbout3/6/2013 - AGREEMENTS (3)AMENDMENT NO. 3 TO SERVICES AGREEMENT (SELENE) (A6329) This Amendment No. 3 to the Services Agreement (the "Amendment"), is made and entered into this 16''^ day of '^YxOajr^ 20{kr, 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, and CDI Ventures, LLC, a California limited liability company, ("Developer"). RECITALS A. City and Developer entered into that certain Services Agreement dated March 6, 2013, identified as Agreement No. 6329, (the "Services Agreement"), for the purpose of providing for the assemblage and acquisition of certain property and to provide funding for replacement parking within a parking structure and/or parking facilities on the City's Convention Center Parking Lot in conjunction with 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 Calle Alvarado and East Amado Road (the "City Property"). B. City and Developer also entered into that certain related Purchase and Sale Agreement dated March 6, 2013, also identified as Agreement No. 6329, (the "Purchase and Sale Agreement"), to accommodate the conveyance of the City Property to Developer for purposes of constructing the Hotel. C. Pursuant to Amendment No. 1 to the Services Agreement approved by City on November 4, 2015, Developer agreed to pay City the amount of $2,675,000 for the unamortized parking improvements necessary or desirable for the construction of at least 350 public parking spaces to replace existing public parking spaces on the City Property that will be lost as a result of the sale of the City Property to the Developer and the construction of the Hotel (the "Parking Fee"). D. Pursuant to Amendment No. 1 to the Services Agreement approved by City on November 4, 2015, City and Developer acknowledged a desire to replace the existing public parking spaces within a public/private parking structure and related parking facilities ("Parking Facilities") that Developer will construct and maintain in conjunction with the Hotel. E. Pursuant to Amendment No. 1 to the Services Agreement approved by City on November 4, 2015, City and Developer anticipated that the Parking Facilities would be funded through the Statewide Community Infrastructure Program ("SCIP"), and that prior to or upon the issuance of a building permit. Developer will deposited the Parking Fee in an escrow account designated and approved by the City to be held by the City Amendment No. 3 Services Agreement Dream Hotel Page 1 until such time as the funds are required to fund all or a portion of contributions necessary for the SCIP and the construction of the Parking Facilities, and to be used solely for funding replacement public parking. F. 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 City Property to Developer pursuant to that certain Grant Deed recorded as Document No. 2016-0367646 (the "Grant Deed"). G. In accordance with the final escrow instructions and the restriction noted on the Grant Deed, City and Developer coordinated on review of a plan for the Parking Facilities, including the manner in which such public/private Parking Facilities would be financed and maintained. Further, the final escrow instructions and the restriction noted on the Grant Deed modified the provisions of Section 3 of the Services Agreement amended by Amendment No. 1 thereto, and requires Developer's payment of the Parking Fee to the City in one lump sum to the City prior to the issuance of any building permit on the City Property, which the City may use for any city purpose. H. On April 5, 2017, the City Council determined not to participate in a joint public/private Parking Facility, thereby eliminating the need for the Parking Fee to be paid into an escrow account designated and approved by the City to be held by the City until such time as the funds are required to fund all or a portion of contributions necessary for the SCIP and the construction of the Parking Facilities. I. On October 18, 2017, the City Council approved Amendment No. 2 to the Services Agreement to reflect the City's decision not to participate in a joint public/private Parking Facility, and to allow for payment of the Parking Fee subsequent to the City's issuance of building permits. J. On May 2, 2018, the City Council adopted Resolution No. 24407, declaring its intention to reimburse project expenditures, inclusive of the Parking Fee, with bond proceeds through a Community Facilities District formed specific to the Dream Hotel property through the SCIP, coordinated by the California Statewide Communities Development Authority ("CSCDA"). K. On June 20, 2018, the City Council adopted Resolution No. 24454 authorizing the CSCDA to form a Community Facilities District to finance certain public improvements and development fees, inclusive of the Parking Fee, specific to the Dream Hotel property. L. On March 9, 2018, pursuant to the Services Agreement, as amended, the City submitted a request for payment of $500,000 of the Parking Fee, which was subsequently paid by the Developer. Amendment No. 3 Services Agreement Dream Hotel Page 2 M. On May 18, 2018, pursuant to the Services Agreement, as amended, the City submitted a request for payment of an additional $75,000 of the Parking Fee, which was subsequently paid by the Developer, leaving a balance of $2,100,000 plus accrued interest. N. 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, and a corresponding extension of time for payment of the remaining balance of the Parking Fee. O. City intends to submit its final request for payment of the balance of the Parking Fee owed to the City on or before April 1, 2019. P. This Amendment will extend the date by which the Parking Fee is due and payable in response to the Developer's request, with Developer's full knowledge and understanding that the City intends to submit its request for full payment of the remaining balance of the Parking Fee owed to the City on or before April 1, 2019. NOW, THEREFORE, in consideration of the foregoing Recitals and promises and covenants contained in this Amendment, the City and Developer agree as follows: SECTION 1. The foregoing Recitals are true and correct, and incorporated herein by this reference as a material inducement upon which the parties relied in their decision to agree upon and execute this Amendment. SECTION 2. Paragraph d of Section 3 of the Service Agreement, last amended in Amendment No. 2, is amended in its entirety to read: d. In accordance with the provisions of the Purchase and Sale Agreement, as amended and executed by the Parties, Developer is obligated to commence with construction of the Dream Hotel Project, and continue with continuous construction by dates certain. In the event Developer does not commence with construction of the "core and shell" of the Dream Hotel Project by December 31. 2018Julv 1. 2019. as stipulated in the Purchase and Sale Agreement, payment of the Parking Fee shall be due and payable to City in the full amount otherwise owing, inclusive of applicable interest, less any prior payments of portions of the Parking Fee made to City. In the event Developer does not otherwise pay the Parking Fee to City within thirty (30) days written notice thereof, the amount owed to the City shall constitute a lien payable to the City, and City reserves its rights to recover the Parking Fee in accordance with applicable law. SECTION 3. Full Force and Effect. All terms, conditions, and provisions of the Services 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. 3 and any provisions of the Services Agreement (A6329), the provisions of this Amendment No. 3 shall in all respects govern and control. Amendment No. 3 Services Agreement Dream Hotel Page 3 SECTION 4. Corporate Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 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: Lhh David H. Remy City Manager APPROVED AS TO FORM ATTEST f Edward Z. Kotkin City Attorney ^^APPROVED BY CITY COUNCIL Date: l7Q\)i City Clerk "Deveioper" Selene Palm Springs, LLC, a California limited liabiiity company Lauri Kibby for CDI Ventures, LLC Managing Member ) Date:By: Abdul Q. Lalanrfor QaiSe^Qapital, LLC M^agtng^Member Amendment No. 3 Services Agreement Dream Hotel Page 4 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 County of ?) w-f,rrs i rJg- } On I^bcL. before me, ' (Here insert name and title of the officerf ' f personally appeared H/'hhy . who proved to me on the basis of satisfactory ^idence to be the person(s-) whose name(-s-)(is}are subscribed to the within instrument and acknowledged to me that he/|^they executed the same in hi9(|5iJ5^their authorized capacity(ies), and that by his^ReJ^their signature(s-) on the instrument the person(-s-), or the entity upon behalf of which the person(3-) acted, executed the instrument. I certify under PENALPif OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. nd official seal. (Notary Public Seal) ESS my hand SHAUNA MARIE WATKINS Notary Public-California Riverside County Commission e 2)95365 My Comm. Expires May 4,2021 Tary Public Signature ADDITIONAL OPTIONAL INFORMAT ON DESCRIPTION OF THE AnACHED DOCUMENT KIo. ^ 4o (Title or description of attached document) . -v (Title or description of attacn^ document continued) Number of Pages ^ Document Date^^^SQ^^ CAPACITY CLAIMED BY THE SIGNER □ Individual (s) X^orporate Officer. , Partner(s) ^ Attorney-in-Fact Trustee(s) Other □ □ □ □ 2015 Version www.NotaryClasses.coin 800-873-9865 INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and. if needed, should be completed and attached to the document. Acknolwedgents from other states may be completedfor doaiments being sent to that state so long as the wording does not require the California notary to violate California notary law. » State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. » Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. > The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). ► Print the name(s) of document signer(s) who personally appear at the time of notarization. » Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/theyr is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. * The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. » Signature of the notary public must match the signature on file with the ofUlce of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate otTicer, indicate the title (i.e. CEO. CFO, Secretary). • Securely attach this document to the signed document with a staple.