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HomeMy WebLinkAbout04713 - SDC TAHQUITZ CREEK RESORT HOTEL TIMESHARE DOCUMENT TRACKING Page: 5 Report: Expired Documents Summary March 4, 2008 Condition: Oldest Date= / /, Groups=COMMUNITY&ECONOMIC,ALL Services,ALL XREFs Document# Description { UL/ Approval Date Expiration Date Closed Date A4702 Exchange Agreement Open Space 44 0,05/21/2003 05101/20c6 a Company Name; Barney Trust � Address: flJ Group: COMMUNITY& ECONOMIC IV Service: In File ehaa• xRef: COMMUNITY& ECONOMIC DEVELOPMENT Ins. Status: INACTIVE rY it A4713 Develop Tahquitz Creek Resort Hotel &Timeshares 05/04/2003 06/01/20m Company Name: S D C - Swank Development Corp, c� % (j Address: 78060 Calle Estado, La Quinta, CA 92253 ` Phone: (760) 777-1557 Group: COMMUNITY& ECONOMIC Service: In File xRef: COMMUNITY& ECONOMIC DEVELOPMENT Ins. Status: Certificate and Policies are OK A4757 H U D Grant 2003-04 C D S G Program 09/03/2003 12/01/2004 `g w G Company Name: Department Of Housing And Urban Dev, Address: u Group: COMMUNITY& ECONOMIC Service: In File IDTZ4 xRef: COMMUNITY& ECONOMIC DEVELOPMENT Ins. Status: INACTIVE F �� C r W AMENDMENT NO. 3 TO EXCLUSIVE AGREEMENT TO NEGOTIATE #A4713 WITH SDC, LLC FOR DEVELOPMENT OF THE TAHQUITZ CREEK RESORT HOTEL PROJECT THIS AMENDMENT NO. 3 TO EXCLUSIVE AGREEMENT TO NEGOTIATE #A4713 ("Amendment No. 3") is entered into this �"day of�J_, 2005 (the "Effective Date") by and between the CITY OF PALM SPRINGS ("City") and SDC, LLC ("Developer"). SDC, LLC RECITALS Develop Tahquitz Creek Resort Amend 3 The parties enter into this Amendment No. 3 on the basis of the followin' AGREEMENT #4713 and intentions: MO 7779, 11-16-05 A. On June 4, 2003, City and Developer entered into that certain Exclusive Agreement to Negotiate #A4713 ("Original Agreement") pursuant to which Developer and City agreed to negotiate the business terms and design details of hotel and timeshare facilities which will maximize the value from and of the Tahquitz Creek Golf Course ("Tahquitz Creek GC") and cause the modernization of the Tahquitz Creek GC clubhouse ("Project") within a portion of the existing Tahquitz Creek GC and the adjacent Whitewater Wash to be located upon all or a portion of the real property designated in the Original Agreement as the "Project" or the "Site' as shown in the "Site Map" attached hereto as Exhibit "A" and incorporated herein by this reference. The exact boundaries of the Site have not yet been ascertained. B. On May 19, 2004, City and Developer extended the Period of Exclusive Negotiation under the Original Agreement for one (1) year until June 3, 2005. C. On May 18, 2005, City and Developer extended the Period of Exclusive Negotiation an additional six (6) months until December 3, 2005, D. City and Developer desire, for the period set forth herein, to continue negotiating diligently and in good faith to identify the final boundaries of the Site and to develop a mutually acceptable business proposal for future inclusion in a Lease and Development Agreement ("LDA") whereby the Developer would develop the Project's various elements including but not limited to a hotel and/or timeshare units and new or remodeled clubhouse and maintenance facilities. E. City and Developer desire to further amend the terms of the Original Agreement as more particularly described herein. NOW, THEREFORE, the recitals contained above are incorporated herein by reference and the Original Agreement is hereby amended as follows: 1. Section 2.A. "Period of Exclusive Negotiation" is hereby amended to read as follows: "The City and Developer agree that the period of negotiation shall extend until June 3, 2006 unless automatically extended further per the terms and provisions of Section 2C hereof. The City and Developer agree that, for such period or extended period, the City will not enter into any agreement with any other entity for the development of the Site nor shall Developer pursue a similar project within three miles of the Project site." 2. Section 2.C. "Extension of Time" is hereby amended to read as follows: "This Agreement may be extended as follows: 1. For ninety (90) days, for the purpose of drafting a Lease and Development Agreement, if the following conditions have been met prior to June 3, 2006: ORi^G'PwAL 73iD a. City and Developer have agreed upon the boundaries of the Site upon which the Project will be located; and b. City and Developer have agreed upon the major business terms for the Project, as prepared and submitted for review by Developer to City, describing the physical components and proposed financing of all elements of the Project to include but not be limited to a hotel and/or timeshare units, new or remodeled clubhouse and maintenance facilities. 2. For an additional sixty (60) days, if a Lease and Development Agreement has been prepared by the City and executed by the Developer and has been submitted to the City but has not yet been approved by the City Council; or 3. For an additional thirty (30) days if the major business terms have been agreed to and the City Manager determines that further negotiations are likely to result in a Lease and Development Agreement; or 4. By mutual agreement of the parties, as evidenced in writing. 3. Full Force and Effect. Except as expressly stated herein, all other terms of the Original Agreement shall remain in full force and effect. IN WITNESS HEREOF the City and Developer have executed this Second Amendment as of the date first written above. "CITY" ATTEST: CITY OF PALM SPRINGS, CALIFORNIA, a municipal corporation By-j�(.�n^.ex�,C.....f"�._�C`�>e,��iLl,,;j�_.a.ByA City Clerk City Manager i APPROVED BY CITY COUNCIL /�/7;V7'AS TO FORM: Mailing Address: ��City of Palm Springs [� 1i�ttorney 3200 Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Community & Economic Development Director "DEVELOPER" I J SDC, LLC By: r/ (Notarized Sigh ur ) Print Name: Print Title: T& JiL(Z$j�, � - Sr CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Californial ss. �I County of jl I On before me,���.*��� v Oate Name The ntl of Officer(e g "Jane OOe, ary Public") fi personally appeared e\� Sc N ,a)of Signer(a) impersonally known to me ❑ proved to me on the basis of satisfactory evidence to be the person{b) whose name( is/are- subscribed to the within instrument and acknowledged to me that he/site/t" executed ARDISLYNNMAAHWG the same in his/Meqther authorized p C°mrcMNon#f 1594460 capacity(ios), and that by his/hec/theic IRSNAY Pubk•CoVamla RNemlift C signature(s� on the instrument the person(s)", or MMCanMn-EW�.W12 the entity upon behalf of which the persona) Q acted, executed the instrument. a WITNESS my hand and official seal. g Place Nolary Seal Above ckire o No[ary Public I� OPTIONAL I` Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ),I Description of Attached Document Title or Type of Document:�c.�v���w,� C Document Date. Number of Pages: �I s Signer(s) Other Than Named Above. Capacity(ies) Claimed by Signer ,I Signer's Name: :•- �I ❑ IndividualI I� Top of thumb hereI ❑ Corporate Officer—Title(s): !r�l ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact r) ❑ Trustee ❑ Guardian or Conservator ❑ Other: I� Signer Is Representing: 3 01999 Notcrol Nolary Associalion•9350 Do Solo Ave,PO Sox 2402•Chalsworih,CA91313-2402•wwwnalionainclaryorg Prod No 5907 Reortler Call Tell Ree 16006766627 CONTRACT ABSTRACT Contract- Amendment No. 3 to Exclusive Agreement to Negotiate #A4713 with SDC, LLC for the Development of the Tahquitz Creek Resort Hotel Project Company Name: SDC, LLC Company Contact: Bill Swank, Sr. - President Summary of Services: Extension of existing exclusive agreement to negotiate for an additional six months Contract Price: N/A Funding Source: N/A Contract Term: 6-Month extension to existing Exclusive Agreement (extended through June 3, 2006) Contract Administration Lead Department: Community & Economic Development Contract Administrator: Curt Watts Contract Approvals City Council Approval Date: November 16, 2005 Minute Order/ Resolution Number: To be assigned by City Clerk Contract Compliance Exhibits: N/A Signatures: Attached Insurance: N/A Bonds: N/A Contract prepared by: Curt Watts Submitted on: November 23, 2005 By: �L z , O G) 3 p a7 m � M m :3=5 SECOND AMENDMENT TO EXCLUSIVE AGREEMENT TO NEGOTIATE#A4713 N EZ m r WITH SDC, LLC FOR THE DEVELOPMENT m m =i 0 n Z . OF THE TAHQUITZ CREEK RESORT HOTEL � —I N > o � o THIS SECOND AMENDMENT TO EXCLUSIVE AGREEMENT TO NEGOTIATE w #A4713 ("Second Amendment") is entered into this day of '!4': aA 2005 (the "Effective Date") by and between the CITY OF PALM'SPRINGS ("City") and SDC, LLC o ("Developer'). U RECITALS The parties enter into this Second Amendment on the basis of the following facts, understandings, and intentions: A. On June 4, 2003, City and Developer entered into that certain Exclusive Agreement to Negotiate #A4713 ("Original Agreement") pursuant to which Developer and City agreed to negotiate the business terms and design details of hotel and timeshare facilities which will maximize the value from and of the Tahquitz Creek Golf Course ("Tahquitz Creek GC") and cause the modernization of the Tahquitz Creek GC clubhouse ("Project")within a portion of the existing Tahquitz Creek GC and the adjacent Whitewater Wash. B. On May 19, 2004, City and Developer extended the Period of Exclusive Negotiation under the Original Agreement for one (1) year until June 3, 2005. C. City and Developer desire, for the period set forth herein, to continue negotiating diligently and in good faith to prepare a Lease and Development Agreement ("LDA") whereby the Developer would develop the Project's hotel and clubhouse facilities. D. City and Developer desire to amend the terms of the Original Agreement as more particularly described herein. NOW, THEREFORE, the recitals contained above are incorporated herein by reference and the Original Agreement is hereby amended as follows: 1. Section 2.A. "Period of Exclusive Negotiation" is hereby extended by an additional six (6) months and amended to read as follows: "The City and Developer agree that the period of negotiation shall be thirty (30) months extending from June 4, 2003, the date the Original Agreement was signed by the City, until December 3, 2005. The City and Developer agree that, for such period, the City will not enter into any agreement with any other entity for the development of the Site nor shall Developer pursue a similar project within three miles of the Project site." 2. Full Force and Effect. Except as expressly stated herein, all other terms of the Original Agreement shall remain in full force and effect. IN WITNESS HEREOF the City and Developer have executed this Second Amendment as of the date first written above. "CITY' ATTEST: CITY OF PALM SPRINGS, CALIFORNIA, a municipal corporation / City Clerk City Manager APPROVED BY CRY COUNG1 APP OV..ED AS TO FORM:, Mailing Address: 71u i° 'v fv: � � City of Palm Springs �City Attorney 3200 Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Community & Economic Development Director "DEVELOPER" SDC, LLC " f <- (Ndfar'ized Si�riatukre) yy Print Name: Print Title: CALIFORNIA ALL-PURPOSE 2 QW 4"�� �Mvlmwcw ACKNOWLEDGEMENT STATE OF CALIFORNIA COUNTY OF %IIII On beforeme, DATE NAME,TITLE OF IDFFICER-E.G.,"JANE NOTARY PUBLIC" personally appeared, personally known tome (or proved to mean tl iv basis of satisfatAul y evidc noo)to be the person whose name(eef Waft- subscribed to the within instrument and acknowledged to me that heI they executed the same in his/hef/their authorized capacitykkw , and that by his/#6wJth@k signatureWon the instrumentthe personkg),or the entity upon behalf of which the persorto acted, executed the instrument. WITNESS my hand and official seal. 121145- 1 Z; ez,1MIq CIif",ia Notary PUIV 3: R d C I 01 5 L Z 4� R54� W1 Gorn='"JUI'1123,2 (SEAL) NOTAR BLIC SIGNATURE OPTIONAL INFORMATION &I TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT' NUMBER OF PAGES SIGNER(S)OTHER THAN NAMED ABOVE SDC Tahquitz-Creek Resort Hotel FIRST AMENDMENT TO EXCLUSIVE AGREEMENT TO NEGOI AGREEMENT #4713 Amend 1 SDC, LLC FOR THE DEVELOPMENT OF THE TAHQUITZ CREEI MO7487, 5-19-04 AND TIMESHARES — -THIS FIRST AMENDMENT TO EXCLUSIVE AGREEMENT TO NEGOTIATE#4713 ("First Amendment') is entered into this �4 day of11�n4i, 2004 (the "Effective Date")by and between the CITY OF PALM SPRINGS("City")and SDC, LLC("Developer"). RECITALS The parties enter into this First Amendment on the basis of the following facts, understandings, and intentions: A. On June 4, 2003, City and Developer entered into that certain Exclusive Agreement to Negotiate#4713("Original Agreement')pursuant to which Developer and City agreed to negotiate the business terms and design details of hotel and timeshare facilities which will maximize the value from and of the Tahquitz Creek Golf Course("Tahquitz Creek GC)and cause the modernization of the Tahquitz Creek GC clubhouse("Project')within a portion of the existing Tahquitz Creek GC and the adjacent Whitewater Wash. B. City and Developer desire, for the period set forth herein, to continue negotiating diligently and in good faith to prepare a Lease and Development Agreement ("LDA")whereby the Developerwould develop the Project as hotel and timeshare facilities. C. City and Developer desire to amend the terms of the Original Agreement as more particularly described herein. NOW, THEREFORE, the recitals contained above are incorporated herein by reference and the Original Agreement is hereby amended as follows: 1. Section 2.A. "Period of Exclusive Negotiation" is hereby extended by twelve (12) months and amended to read as follows: "The City and Developer agree that the period of negotiation shall be twenty-four(24) months extending from June 4, 2003, the date the Original Agreement was signed by the City, until June 3, 2005. The City agrees that,for such period, the City will not enter into any agreement with any other entity for the development of the Site nor shall Developer pursue a similar project within three miles of the Project site." 2. Full Force and Effect. Except as expressly stated herein, all other terms of the Original Agreement shall remain in ful force and effect. r, IN WITNESS HEREOF the City and Developer have executed this First Amendment as of the date first written above. "CITY" ATTES CITY OF PALM SPRINGS, CALIFORNIA, (� a municipal corporatio By: APPROVED /AS TOO FORM: Mailing Address: City of Palm Springs City-Attorney 3200 Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Community&Economic Development Director "DEVELOPER" SDC, LL _ By: aRclswniralw�,vr4lwc (Notarized Sig Mture) Commission 1314591 l4otary Public-Califomia > Print Name: Riverside Country •• MY Comm.Expires Jul 23,2095 - - , , Print Title: I� � CALIFORNIA ALL-PURPOSE State of California ss. Count of a , q t On before me, "ZNX Oate Name and Ti of Officer a( g,"Jane Doe,N public') >I personally appeared {� Name(a)at Signer(s) <. ppersonally known to me ❑ proved to me on the basis of satisfactory evidences irl � r � A to be the persons whose name( is a � � fU?p15 LYNN MANNING �1 commission €13t4&97 subscribed to the within instrument and � "a N)tery Public-California acknowledged to me that he/sloe/they executed Riverside County y the same in his/finer/their authorized (�� Myco6zm.ExpiresJu1z3,20p5 capaclty(ieO, and that by his/her/thl � �� ll signature(--#on the instrument the person(sj, or ' the entity upon behalf of which the persol acted, executed the instrument. f 0 WITNESS my hand and official seal. Place Notary Seel Above Ign lure of Note`ry Publle 1 �)I Though the information below is not required by law, it may prove valuable to persons relying on the document c� and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document n <" Document Date Number of Pages, !f� 1 Signers) Other Than Named Above: IIli c ki Capacp4y(les) Claimed by Signer fit Signer's Name, e e ❑ Individuals Top oflif here 9, ElCorporate Officer—Title(s): �i ❑ Partner—❑ Limited ❑ Generals ❑ Attorney in Fact hi ❑ Trustee3 � El Guardian or Conservator n ❑ Other. f� J) g, Signer Is Representing, i)_c=Cc,J�SJu:—Gu�O`�G- ✓:=.:W3p;L_ "N.�Giu .. <..TGG.;i �<:Z;✓ o r.=c:.�-< w✓..tf( :;�✓J4O�(�w l✓ -��, 01999 National Nolary Association•9350 De Solo Ave,PO box 2402-Cholocanth,CA 91313 2402-www natenenolar,mg Ford No 5907 Reorder Call Toll-Free 1-800-876-6827 SDC • • Tahquitz Creek Resort Hotel AGREEMENT #4713 M07316, 6-4-03 EXCLUSIVE AGREEMENT TO NEGOTIATE,_ - WITH SDC, LLC FOR THE DEVELOPMENT OF THE TAHQUITZ CREEK RESORT HOTEL AND TIMESHARES THIS EXCLUSIVE AGREEMENT TO NEGOTIATE ("Agreement") is made this 4'h day of June 2003, by and between the CITY OF PALM SPRINGS ("City") and SDC, LLC ("Developer'). RECITALS The parties enter into this Agreement on the basis of the following facts, understandings, and intentions: A. The City is a municipal corporation and charter city exercising governmental functions and powers. B. The City is the owner of the Tahquitz Creek Golf Course which is located on Golf Club Drive in the City of Palm Springs, California. C. The City desires to provide for the development of hotel and timeshare facilities which will maximize the value from and of the Tahquitz Creek Golf Course ("Tahquitz GC")and cause the modernization of the Tahquitz GC clubhouse ("Project") within a portion of the existing Tahquitz GC and the adjacent Whitewater Wash. D. The Developer is experienced in hotel and timeshare development, as well as the marketing of the hotels and timeshares in Conjunction with golf courses. The term "Developer,"as used herein, includes the principals, partners, and joint venturers of Developer. All obligations of Developer as set forth herein shall be the joint and several obligations of such principals, partners, and joint venturers. E. The City and Developer desire, for the period set forth herein, to negotiate the business terms and design details of the Project. If the parties are successful, the parties agree to diligently, and in good faith, negotiate the preparation of agreements ("Lease and Development Agreement")whereby the Developer would develop and market the Project. NOW, THEREFORE, and in consideration of the mutual covenants contained herein, parties mutually agree to the following: SECTION 1. NATURE OF NEGOTIATIONS. A. Good Faith. The City and the Developer agree that, for the period set forth in Section 2 herein, they will negotiate diligently and in good faith to prepare and enter into a Lease and Development Agreement for the development of the Project on the "Site" specified herein. The development will be subject to all rules, regulations, standards, and criteria set forth in the City's General Plan, applicable specific plans and zoning regulations, and this Agreement. The Lease and Development Agreement will generally be in the form negotiated by the City with other development entities. O)RE GIGT1 ,l'. S EiD 23040 v3 B. Site. The Project shall be located upon all or a portion of the real property designated as the "Project" or the "Site", as shown in the "Site Map," attached hereto as Exhibit "A" and incorporated herein by this reference. The exact boundaries of the Project site have not yet been ascertained. Accordingly, the parties agree that, if necessary for the construction of the Project, the City will grant the Developer a license to enter upon other City owned property during the construction of the Project. The developer will not be responsible for the cost of acquiring the fee interest in any City owned property to be developed for the Project. C. Nature of the Project. Pursuant to the Lease, the City will lease the Site to Developer on a long-term basis. Developer shall develop a hotel of at least 140 rooms and at least 50 timeshare units. The hotel shall be in the category of three star full service. A concept plan is shown in the "Concept Plan" attached as Exhibit "B" and incorporated herein by this reference. Developer shall also modernize the club house, relocate a portion of the maintenance facility, relocate the bike path, relocate the driving range, make improvements to the golf course necessitated by the Project, make utility modifications and accomplish other changes as a part of the Project. An effort shall be made to adapt the Project to the existing facilities to reduce the need to fund golf course changes. For engineering reasons the existing sewer lift station must remain in its current location. The design of the Project shall be consistent with the City's design guidelines. Developer shall also obtain architectural review for the Project from the City's Design Review Board and Planning Commission. The Developer is solely responsible for obtaining all approvals and entitlements for the Project, arranging the financing for the Project, and constructing all improvements upon the Site. D. Environmental Review. The parties intend to negotiate the terms of the financial and design aspects of the Project during the term of this Agreement. Should the parties proceed to negotiate the Lease and Development Agreement, Developer will have the sole responsibility to pursue and obtain any necessary environmental approvals for the Project. E. Utilities. The parties agree that they will investigate whether or not the relocation of the existing overhead utility lines will be feasible. F. Maintenance Facility and Driving Range. The parties agree that, as part of the Project, the existing driving range and maintenance facility for Tahquitz Creek GC may be relocated to new locations within the Tahquitz Creek GC. The new locations shall be agreed upon by the City and the Developer. G. Management Agreement. Developer acknowledges that the City and the Arnold Palmer Management Company are parties to a long-term management agreement and lease (collectively, "Palmer Agreement") relating to the daily management of the Tahquitz GC. Developer and City agree that the Palmer Agreement is beneficial and desire the continued operation of the Palmer Agreement. The parties further agree that the Lease and Development Agreement and Project shall be structured consistent with the Palmer Agreement. H. Financial Provisions. Developer shall acquire a long-term lease interest in all or a portion of the Site at a price to be agreed upon by the parties with the actual net usable square footage determined through survey. The City shall arrange for the appraisal of the Site, to be paid for by Developer, to establish the fair rental value. The City may lease the Site to Developer for less than fair rental value if this idea is adequately supported by the proforma. In the Lease and Development Agreement, the parties will delineate what each party's obligations will be with respect to financing and constructing all of the improvements, the necessary public improvements and the City's fees incurred in processing the Project. Developer shall have the 23040 0 2 04 sole obligation to finance the construction of the hotel. The City may agree to share a portion of the financial obligation for the modernization or re-construction of the clubhouse. I. Schedule. The goal will be to develop the Project for opening by Fourth Quarter of 2006, with an understanding that the opening of the Project may be phased with the hotel included in the first phase. The Development Agreement shall contain a Schedule of Performance. J. Use and Transfer Restrictions. The Lease and Development Agreement will generally be subject to restriction on use and transfer during construction and for a specified period thereafter through recorded restrictions (i) to assure that the use will be consistent with and promote the Project and the golf course, (ii) to prevent speculation, (iii) to assure that any transferee has the resources, capability and experience to successfully develop the Project and, (iv)to assure long-term maintenance of the Project in an attractive condition. K. Sewer Plant Sale. The parties acknowledge that the City is considering an offer to acquire the City's adjacent Sewer Plant. The Sewer Plant shares some facilities used by the Golf Course (ponds, drainage facilities, reclaimed water, lift station). Developer's conceptual Site Plan will accommodate all contemplated agreements between the City and the Developer. SECTION 2. PERIOD OF NEGOTIATIONS A. Period of Exclusive Negotiation. The City and Developer agree that the period of negotiation shall be twelve (12) months from the date this Agreement is signed by the City. The City agrees that, for such period, the City will not enter into any agreement with any other entity for the development of the Site nor shall the Developer pursue a similar project within three miles of the Project site. B. Early Termination. Within one hundred twenty (120) days from the date hereof, the parties shall meet and review the status of performance under this Agreement ("Review Meeting"). Within such period, Developer should have done the following: 1. Prepared a financial proforma for the construction of the Project which identifies the total number of square feet for the Project and the cost per square foot for the construction thereof. 2. Prepared a "Conceptual Site Plan" identifying the hotel and timeshare facilities as well as the other pads to be constructed on the Site, specifying the various uses of each pad as well as relocation sites for all existing faculties including the driving range, maintenance facility, etc. If the parties determine that the Project is not economically feasible, or if City finds Developer's progress with respect to the foregoing unsatisfactory, City may terminate this Agreement. C. Extension of Time. This Agreement may be extended as follows: 1. For sixty (60) days, if a Lease and Development Agreement has been prepared by the City and executed by the Developer and has been submitted to the City but has not yet been approved by the City Council; or 23040 v3 3Ppp ��V 2. For thirty (30) days if the major business terms have been agreed to and City determines that further negotiations are likely to result in a Lease and Development Agreement; or 3. By mutual agreement of the parties, as evidenced in writing. D. City Approval. Developer understands and acknowledges that if negotiations culminate in a Lease and Development Agreement, such Lease and Development Agreement shall be effective only after and if the Project and Lease and Development Agreement have been considered and approved by the Planning Commission and City Council after public hearing thereon as required by law. SECTION 3. DEVELOPER'S RESPONSIBILITIES. During the period of negotiation, Developer will prepare such studies, reports, and analysis as shall be necessary to permit City and Developer to determine the feasibility of the Project. During the period of negotiation, and as requested by the City, the Developer shall submit to the City the following: A. All information necessary for the design of the Project to meet the City's reasonable requirements. This information shall be sufficient to allow City to evaluate site configuration, architectural design and similar issues. B. All information necessary to conduct the Review Meeting required under Section 2. C. A financial proforma for the Project. The Developer shall negotiate exclusively with the City's negotiating team and with no other persons unless expressly-authorized to do so by the City's negotiating team. During the period of negotiations, no statements will be made by the Developer or City to the media without the approval of the City's negotiating team. No prepared statements shall be released to the media without the mutual consent of the respective negotiating teams. SECTION 4. CITY'S RESPONSIBILITIES. A. City Assistance. The City shall cooperate fully in providing Developer with appropriate information and assistance. B. Preparation of Agreement. If an agreement is reached on the design of the Project and the business terms for inclusion in the Lease and Development Agreement, the City shall prepare such Lease and Development Agreement for consideration by the Developer. City's expenses incurred in connection with the preparation of the Lease and Development Agreement shall be reimbursed by Developer. C. Environmental Quality Act. The City will assist Developer in preparing an EIR and any such additional environmental documentation that may be necessary for the Project. D. Zoning. The City will undertake all acts necessary, if any, to rezone such portions of the Site as may be necessary to permit the Project to be constructed on the Site. 23040 v3 4 li �I SECTION 5. LEASE AND DEVELOPMENT DEPOSIT. If the negotiations contemplated by this Agreement result in the execution of a Lease and Development Agreement, the Lease and Development Agreement will require that Developer submit to the City a deposit in the form of a cash deposit, cashier's check, irrevocable letter of credit, or other form of security acceptable to the City to insure that the Developer will proceed diligently and in good faith to perform all of the Developer's obligations under the Lease and Development Agreement ("Deposit"). The amount and terms of the Deposit shall be outlined in the Lease and Development Agreement. SECTION 6. MISCELLANEOUS. A. Brokerage Commissions. The City shall not be liable for any real estate commission or any broker's fees which may arise in relation to the Project. The City represents that it has engaged no broker, agent, or finder in connection with this transaction, and the Developer agrees to hold the City harmless from any claim by any broker, agent, or finder retained by the Developer. B. Ownership of Documents. If the negotiations contemplated by this Agreement do not result in the execution of an agreement, Developer shall transfer to City copies of any reports, studies, analysis, site plan layouts, engineering studies, memorandums, or similar documents regarding the proposed development which were prepared during the period of negotiations, which documents shall become the property of City. Such transfer shall be made without any representation or warranty by the Developer as to the accuracy or sufficiency of the contents of such documents and shall be made subject to the rights of the preparers of such documents including, without limitation, the copyrights (if any) associated with such documents. C. Purpose of Contract. It is expressly understood and agreed by the parties that this is an Agreement regarding the conduct of contract negotiations only and does not convey any interest in the Site whatsoever. It is further agreed and understood that this Agreement does not imply any obligation on the part of the City to enter into any agreement that may result from negotiations contemplated herein. D. Corporate Authority. The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. E. Amendment. This Agreement may only be amended by a document in writing signed by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first above written. 23040 v3 5 U Gd( "CITY" City Manager ATTES City Clerk z,063 APPROVED AS TO FORM: City AfUrn4 Mailing Address: City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, CA 92263 Attn: [SIGNATURES CONTINUED ON NEXT PAGE] ui-a.8'➢''u'L' J� 10 br ff 23040 v3 6 i "DEVELOPER" SDC, LLC Signature Y,` t ( 1 { '� 'r l"r rJ Print Name; �— Print Title: Mailing Address: 78060 Calle Estado La Quinta, California 92253 (760) 777-1557 Attn: William E. Swank, Sr. (ALL SIGNATURES MUST BE NOTARIZED.) 23040 V3 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT -_5�'�.��r ,:�^- t;cc'-^ �-.:_^-.^crti.�'�A,^i�'•Gl'-c:'�4C-cl'.c<:crcr�'S�'�;�n�crrrr State of California I�I ss. Il County of ��uQr�j,� Onvm�'a v��W3 before me, �f�,s �y1nv. �Ahr..+�s g• T date Name and Title Officer g h,"Jane Doe,Notary P ") personally appeared �A SW ANY Y ' I if Nam9(o)of Slgner(e) 2� Ifi L>personally known to me ' ❑ proved to me on the basis of satisfactory I� evidence to be the person{sj whose narl is/are- subscribed to the within instrument and I ARDIS LYNN MANNING acknowledged to me that he/she/tka-y executed � Commission i1314691 the same in his/h"Albei- authorized NotaryPublic-California f capacity,i*, and that by his/heil : Riverside County signaturekae on the instrument the person(sj; or MyCarm.BVires Jul 23.2005 the entity upon behalf of which the persorgs) acted, executed the instrument. i CWITNESS my hand and official seal. Its Place Notary Seal Above �Y M Sign e d glary Publl f OPTIONAL 3 `c Though the information below is not required by law, it may prove valuable to persons relying on the docu ant �I and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document. I r Document Date Number of Pages. �I Signer(s) Other Than Named Above: I Capacity(ies) Claimed by Signer �I Signer's Name. _-- I Ilfi ❑ Individual - �?I Top of thumb here ❑ CorporateOfficer—Titl s) I� ❑ Partner—❑ Llmite - General 31 Ifi ❑ Attorney in Fact ❑ TruZ I ' I< ❑ Guanservator ❑ OthI gner Is Representing: I� �I <',�c��c;�-r,'w�-<.-w�.:.w�-<,uv-v�.�;=<z::,=4ww'u��=�,�vw�,�,�,'�cx-.c,c-c��zz.,���,���.�4c���:;��-<;w��c3•. 01999 Nallonal Notary Assoolallon•9350 Do Solo Ave,PO Box 2402•Chatsmah,CA 913132402•wwwnallonalnotaryo,g Prod No 5907 Fe.00r Call Toll Free 1-800 8766627 ONSTR NO 2 601-23 70 5 6, II IIFI REC OAY 20.2001, OR 10 Pff� .r io C t NO 6Akep M NRVEY PfDAMMR pnD C S Y SRf N N 0 M' l Untle9 nd Serv,,e Alert ' ORPLOi1FD 0r FEhW00Ara PKv em EasE1NI5 FC5:IRGxN C L TOLL MEE urC smyev Fmnrrco er G M, ��✓ 2 600 a i, r PEMSIOP �BENCR- PP ome�t soP[an10I1 0 . • Mrt _ _ a .wn uv m.�rc W�p e P 21TY OF 'PALM SPRINGS, CALIFORNL4 11 rq g� " 3ae . �Y & f ' fiU•.4 -� �111 I ^ILer,1 i.0 l yfbF A - Y� tlwyi �1da � g} a•� > � �� �Flyp"j ', 1 >�hd � a' ��-- Sfy�- r �.Sr� �' ' �.1lN 't"f' � �1$,� .�i►.p�,},�•$�,' `fi ?{${ �� Y� 9 ^' � i - {4 � tRi.•,♦l' ' f, _ ,P^ �(�,� d�s�t�` � _. �jlc�`tYa �? - �•'V l�� � 1 ',�p�1�[yil � 4�y�s.� �f =e r '� tt11k ib, �' .... ram",_... ., ._i'_a,,,4r.�. �.::LKuiWF', �, V. off'•' - R xry �_ yak' p• n.fS( P.atxT ©Y � � �ayC y�'�µ iyc±��4.�'.ys���3��� R 'i` °a a5 � t,•uL .�i� � .�1\ �'���.,'�a�;l P i� 1 ��'�a a����:�tJ . 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