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HomeMy WebLinkAbout00114C - PA3B11 PALM CANYON PLAZA CROWE HOTEL OPA Palm Canyon Plaza 1-7, Ltd. Amend #1, Time Extension Crowe Hotel , PA3B11 AGR 113-119 COMMUNITY REDEVELOPMENT AGENCY R670, 12-21-89 CITY OF PALM SPRINGS, CALIFORNIA AMENDMENT /1 13 -/0 TO OWNER PARTICIPATION AGREEMENT 1123 WIT14 PALM CANYON PLAZA 1-7, LTD. AS APPROVED BY RESOLUTION NO. 283-q THIS AMENDMENT, made and entered into this day of 14'.'�a�' 1989, by and between the Community Redevelopment Agency of the City of Palm Springs (hereinafter referred to as the "Agency") and Palm Canyon Plaza 1-7 , Ltd. (hereinafter referred to as the "Participant")is an amendment to the Owner Participation Agreement entered into by the same parties on the 31st day of December, 1984. NOW THEREFORE, the Agency and the Participant for the consideration and under the conditions herein set forth and for the benefit of themselves, do understand and agree for themselves and their assigns, successors and future owners of said real property as follows: Evidence of Financing On or before December 31, 1989, the Participant shall provide the Agency with an executed unconditional commitment for a Letter of Credit sufficient to allow the release of the Certificates of Participation issued for the Project. Schedule of Construction On or before June 30, 1990, the Participant shall furnish satisfactory evidence to the Agency that they have obtained control of the Site by way of appropriate leases, deeds, options or other means, sufficient to permit the Redeveloper(s) to construct said Projects. On or before December 31, 1990, the Redeveloper(s) shall obtain approval of plans and specifications for the Projects, clear the Site suitably for construction, and shall evidence commencement of construction by obtaining building permits and/or construction financing. Agency Assistance to the Project Subsequent to the completion of construction of the Projects, the Redeveloper(s) shall submit to the Agency certified costs for the development of the Projects. To the extent that such costs exceed $50,000,000, the Agency shall provide a loan to the Redeveloper(s) to cover such excess. In no case, though, shall such loan exceed $1,000,000. Any such loan would be interest-free for the first three years. Thereafter, interest would accrue at eight percent (8%) per annum. Interest-only payments would commence at the beginning of the seventh year. Full interest and principal payments would commence at the beginning of the ninth year. Interest and principal I Balm Canyon Plaza 2, Ltd. - 25 room condo hotel , aka Crowe Hotel , PA3Bll OWNER PARTICIPATION AGREI AGR 114 (orig 12-31-84) Res 281, 12-19-84 PALM CANYON PLAZA ----- - -- --This Agreement is entered into this 2, 15Tdav of O&C-4,M6b4/t. , 1984 by and between the Community Redevelop- ment Agency of the City of Palm Springs ("Agency") and Palm Canyon Plaza 2 , Ltd. , a California limited partnership ( "Redeveloper") . The parties hereto do hereby agree as follows: I . SUBJECT OF AGREEMENT (100) Purpose of the Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan for the South Palm Canyon Redevelopment Project of the Agency ( "Redevelopment Plan") by making provision for the construction of a hotel on certain property within the boundaries of the Redevelopment Plan by the Redeveloper. The development of the Project pursuant to this Agree- ment is in the public interest of the Agency, will be of benefit to the Agency' s Redevelopment Project area, will promote the health, safety, and welfare of the residents of the community, will eliminate blighted conditions within the Redevelopment Project Area, and will be in accord with the -1- • public purposes and provisions of applicable federal, state and local laws and requirements. (101) The Redevelopment Plan This Agreement is subject to the provisions of the Redevelopment Plan for the South Palm Canyon Redevelopment Project Area which was approved and adopted by the City Council of the City of Palm Springs ( "City") , pursuant to Ordinance No. 1203 of said City on November 30 , 1983 . The Redevelopment Plan as it now exists, and as it may be subsequently amended, is incorporated herein by reference and made a part hereof. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Site (as defined below) or otherwise change the restrictions or controls which apply to the Site , shall require the written consent of the Redeveloper . Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Redeveloper. (102) The Project Area The Project Area is all of the real property described in the aforementioned Ordinance No. 1203 as being included within the Redevelopment Plan referred to above. -2- 0 • (103) The Site The "Site" of the hotel project which is the subject matter of this Agreement is described in Exhibit "A" attached hereto and by this reference made a part hereof consisting of a legal description and a map of the Site . (104) Parties to the Agreement A. The Agency The Agency is a public body, corporate and politic, duly created, established and authorized to transact busi- ness and exercise its powers , all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 , commenc- ing with Section 33000) of the Health and Safety Code of the State of California. The principal office of the Agency is 3200 East Tahquitz- McCallum way, Palm Springs, California 92262 . B . The Redeveloper The Redeveloper is Palm Canyon Plaza 1 , Ltd. , a California limited partnership, the general partner of which is Steven D. Crowe, an individual. -3- • • The qualifications and identities of the Redeveloper are of particular concern to the Agency. It is because of these qualifications and identities that the Agency has entered into this Agreement with Redeveloper. No voluntary or involuntary successor in interest of Redeveloper shall acquire any rights or powers under this Agreement except as expressly set forth herein. It is contemplated that Rede- veloper shall be one of seven similar limited partnerships, each of which will construct a portion of the hotel project. Prior to the issuance of a certificate or certificates of completion for the Site by the Agency, Redeveloper shall not assign all or any part of its interest in this Agreement, unless otherwise provided herein, without the prior written approval of the Agency, except for the purpose of obtaining financing directly related to the construction of the improvements contemplated herein, which may include pledging its interest in this Agreement to secure such financing, if required. No permitted assignment will release Redeveloper from its obligations hereunder without prior written approval by Agency. The principal office of the Redeveloper is Palm Canyon Plaza, Ltd. 1-7, 3121 Alma Avenue , Manhattan Beach, California 90266 . -4- 0 0 II . ACQUISITION OF THE SITE (200) Development of the Site by the Redeveloper A. Preliminary Recitals Redeveloper, together with six other limited partner- ships, will jointly cause a hotel project, consisting of seven separate condominium partnership interests , to be constructed on Palm Canyon Drive in the City of Palm Springs , located within the boundaries of the South Palm Canyon Redevelopment Project Area of Agency and more particularly described in Exhibit "A" hereto. To assist Redeveloper in carrying out this project, Agency has agreed to issue Certificates of Participation to provide financing for the acquisition and development of the seven condominium hotel projects (the "Projects") . The terms and provisions of the financing and of the Certificates of Participation are as more particularly set forth in the Resolution authorizing the delivery of said Certificates , being Resolution No. 284 of the Agency adopted on the 19th day of December, 1984, and the other documents referred to in said Resolution. In consideration of the Agency providing such financing and entering into this Agreement, Redeveloper and the six redevelopers of the other Projects ( "Redeveloper (s) " ) agree to construct a hotel of approximately 290 rooms on the Site in accordance with the plan therefor previously submitted to -5- r • and approved by the Planning Commission of the City of Palm Springs , on June 13 , 1984 and by the City Council of the City of Palm Springs on July 10, 1984 by Resolution No. 15156 . B. Construction of the Hotel It shall be the responsibility of the Redeveloper (s) to develop plans and specifications for the Projects , subject to approval by City and Agency of said plans and specifica- tions which approval shall not be unreasonably withheld. Redeveloper (s) shall furnish satisfactory evidence to Agency within five (5) months of the date of this Agreement that they have obtained control of the Site either through themselves or through the Agency, by way of appropriate leases , deeds, options or other means, sufficient to permit Redeveloper (s) to construct said Projects . Redeveloper (s) shall also obtain approval of plans and specifications for the Projects, clear the Site suitably for construction, and shall evidence commencement of construction by obtaining building permits and/or construction financing within twelve (12) months of the date of this Agreement. The Agency may, in its sole discretion , upon a showing of good cause therefor, extend any of the above time periods provided for performance by Redeveloper (s) . In the event Redeveloper (s) fail to furnish satisfactory evidence to the Agency that it has control of the Site , as -6- s i set forth above, Agency shall have the option to commence negotiations with other potential developers to acquire and develop the Site . In the event Redeveloper (s) fail to meet any of the other aforementioned performance deadlines , and fail to obtain from Agency an extension thereof, Agency shall have the option to purchase the Site from Redeveloper (s) together with all of Redeveloper (s) rights to the Certificate of Participation financing. Redeveloper (s) shall take such actions and execute such documents as may be necessary to transfer to Agency, or assignee of Agency, if the Agency so desires , the Partnership (s) , their names, their equity in the property, the plans and specifications for the Projects prepared to that date, their interest in the Dunfey Hotel Management Contract, their position in the Real Estate Purchase Agreement, their position in the "Harris Leasehold" Agreement, and their right to the Certificate of Participation financing, subject to any outstanding loans of record with respect to any of the parcels , which Agency will assume, for a sum equal to the actual cost to Redeveloper (s) , or any of them, of the acquisition of the Site or any of its component parts , together with the actual expenditures by Redeveloper (s) or any of them for plans , drawings, professional services, or costs of clearance expended to the date on which Agency exercises its option to purchase . Such costs and expendi- tures shall include the costs and expenditures of any predecessor entity to the seven Redeveloper limited -7- partnerships referred to herein. Said purchase price shall not, in any event, exceed the sum of Three Million Two Hundred Fifty Thousand Four Hundred Dollars ($3, 250 , 400 . 00) for all of the interests being purchased and for all of the costs and expenditures referred to herein. If Palm Canyon Plaza, Ltd. fails to perform its obligations under the terms of the loan agreement with the Bank of America and loses possession of the land, and if the Agency or its assignee is able to assume Redeveloper ' s loan and obtain possession of the property, and if the parties cannot agree on the fair market value of the property at the time of the exercise of the option or the assumption of the loan, and Agency contends that said fair market value is less than Three Million Two Hundred Fifty Thousand Four Hundred Dollars ($3, 250 , 400 . 00) , the parties shall select a qualified real estate appraiser who shall determine the fair market value for the purpose of determining the price to be paid by Agency to Redeveloper. In the event the parties cannot agree upon such an appraiser, each party shall select its own appraiser and those two appraisers shall select a third appraiser who shall perform the appraisal. The fair market value as determined by said third appraiser shall determine the price to be paid by Agency to Redeveloper. In addition to the option amount referred to above, in the event Agency exercises the option, it shall additionally reimburse Redeveloper (s) , for additional similar expenditures made after the date of execution hereof and prior to the exercise of said option by Agency, provided said expenditures have -8- 0 been approved in advance by Agency. All expenditures which are reimbursed pursuant to this paragraph shall be supported by evidence acceptable to Agency, in the form of invoices , checks and similar documentation. C. Performance Bond Redeveloper (s) shall provide Agency with a Performance Bond from the entity which is to construct the Project prior to the commencement of said construction, in an amount necessary to assure completion of the Project. Said Bond shall be in an amount not less than the total estimated construction cost of the Project. One Performance Bond shall be sufficient to meet the requirements of such Bond imposed upon each of the Redevelopers. Agency shall be named as an additional insured on any such Performance Bond. Additionally, Redeveloper shall provide Agency, at the time of execution of this Agreement, with a written statement to the effect that it intends to construct the Project (together with the other Redevelopers) within a three (3) year period from the date of execution of this Agreement and that it will use its best efforts to complete said construc- tion within said three (3) year period. D . Financing of Project The proceeds of the Certificates of Participation are -9- • r to be placed into a trust and invested during the anticipated three (3) year construction period of the Project. Redevel- oper (s) may use conventional construction financing for the construction phase of the Project and utilize the proceeds of the Certificates for permanent financing. It is antic- ipated that during the three (3) year construction period the "non-asset certificates" will be amortized by the earnings on the investment of the proceeds . In the event Redeveloper (s) desire to withdraw all or a portion of said proceeds prior to the conclusion of the three (3) year escrow period and utilize the same for construction financ- ing purposes , they may do so consistent with the Resolution authorizing issuance of the Certificates , and the financing documents referred to therein, provided they pay to the trustee an amount sufficient to cover that portion of the non-asset certificates which will, as a consequence of said withdrawal, not be amortized by the earnings of the invested funds . E. City and Governmental Agency Permits Before commencement of construction or development of any buildings , structures, or other work of improvement upon the Site the Redeveloper shall at its own expense secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency shall provide all proper assistance to the Redeveloper in securing -10- 0 these permits . F . Rights of Access Representatives of the Agency and the City shall have the reasonable right of access to the Site without charges or fees, at normal construction hours during the period of construction for purposes of this Agreement, including but not limited to the inspection of the work being performed in construction the improvements . Such representatives of the Agency or the City shall be those who are so identified in writing by the Executive Director of the Agency. G. Local, State and Federal Laws The Redeveloper shall carry out the construction of its improvements in conformity with all applicable laws , includ- ing all applicable federal and state labor standards . H. Antidiscrimination During Construction The Redeveloper for itself and its successors and assigns , agrees that in the construction of its improvements provided for in this Agreement, the Redeveloper will not discriminate against any employee or applicant for employ- ment because of race , color, religion, sex or national origin . -11- I . Certificate of Completion Promptly after completion of all construction and development to be accomplished by the Redeveloper upon the Site, or any portion thereof, the Agency shall furnish the Redeveloper with a Certificate of Completion upon written request by the Redeveloper. Agency shall not unreasonably withhold any such Certificate. A Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion required by this Agreement upon the Site, and full compliance with the terms hereof with respect to the Site. Such Certificate may also be obtained by Redeveloper for portions of the improvements upon the Site as they are properly completed and ready for use, if Rede- veloper is not in default under this Agreement. After issuance of such Certificate, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or acquisition) , incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the deed, lease , mortgage, deed of trust, contract or other instrument of transfer in accordance with the provisions of Sections 301 and 302 of this Agreement. Neither the Agency nor any other person, after issuance of such Certificate, shall have any rights, remedies or controls that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement. -12- A Certificate of Completion of construction for the entire improvement and development of the Site shall be in such form as to permit it to be recorded in the Recorder ' s Office of Riverside County. Certificates of Completion of construction for less than the complete improvement and development of the Site shall not be recorded. If such Certificates of Completion are not furnished with respect to any portion of the Project after written request from the Redeveloper, Agency shall, within ten (10) days of the written request, provide the Redeveloper with a written statement of the reasons for refusal or failure to furnish such Certificate . The statement shall also contain a statement of the action which Redeveloper must take to obtain the Certificate. If refusal by the Agency is confined to the immediate availability of specific items of materials for landscaping or fine arts, the Agency will issue its Certificate upon the posting of a bond by the Redeveloper with the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said 10-day period, the Redeveloper shall be deemed entitled to the Certificate of Completion. Such Certificate shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, -13- or any part thereof. Such Certificate shall not constitute notice of completion as referred to in the California Civil Code, Section 3093 . III. USE OF THE SITE (300) Uses The Redeveloper covenants and agrees for itself, its successors, its assigns and every successor in interest that during construction and thereafter, such successors and such assignees shall devote the Site to the uses specified in the Redevelopment Plan and this Agreement. (301) Obligation to Refrain from Discrimination There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, creed, religion, marital status , national origin or ancestry in the sale , lease sublease , transfer, use , occu- pancy, tenure or enjoyment of the site, nor shall the Redeveloper himself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selec- tion, location, number, use or occupancy of tenants , lessees, subtenants, sublessees , or vendees of the Site . -14- (302) Form of Nondiscrimination and Nonse regation Clauses The Redeveloper shall refrain from restricting the rental, sale or lease of the Site on the basis of sex, race, color, creed, ancestry or national origin of any person. All such deeds , leases, or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses : 1 . In deeds : "The grantee herein covenants by and for himself, his heirs , executors , administrators and assigns , and all persons claiming under or through them, that there shall be no discrimina- tion against or segregation of, any person or group of persons on account of sex, race, color, creed, religion, marital status, national origin or ancestry in the sale , lease, sublease, transfer, use , occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or practices or nondiscrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees , subtenants , sublessees or vendees in the land herein conveyed. The forego- ing covenants shall run with the land. " -15- • 0 2 . In leases : "The lessee herein covenants by and for himself, his heirs , executors, administrators and assigns , and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions : "That there shall be no discrimination against or segregation of, any person or group of persons on account of sex, race, color, creed, religion, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants , lessees , sublessees , subtenants , or vendees in the land herein leased. " 3 . In contracts : "There shall be no discrimination against or segregation of, any person or group of persons on account of sex, race, color, creed, religion, marital status, national origin or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him establish or permit any such practice or practices of discrimination -16- or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees , sublessees , subtenants, or vendees of the land. " (303) Effect and Duration of Covenants Except as otherwise provided, the covenants contained in this Agreement and the deeds shall remain in effect during the life of the Redevelopment Plan referred to above . The covenants against discrimination, however, shall remain in effect in perpetuity. IV. DEFAULTS , REMEDIES AND TERMINATION (400) Institution of Legal Actions In addition to any other rights or remedies , either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate Municipal Court in that County, or in the appropriate Federal District Court serving Riverside County. -17- (401) Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. (402) Acceptance of Service of Process In the event that any legal action is commenced by the Redeveloper against the City or the Agency, service of process upon the Agency shall be made by personal service upon the Chairman or Secretary of the Agency and service of process upon the City shall be made by personal service upon the City Clerk, or in such other manner as may be provided by law. In the event that any legal action is commenced by the City or the Agency against the Redeveloper, service of process on the Redeveloper shall be made by personal service upon the General Partner of the Redeveloper or the designated agent for service of process , or in such other manner as may be provided by law, whether made within or without the State of California. (403) Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights -18- ! w or remedies shall not preclude the exercise by it, at the same time or different times , of any other rights or rem- edies for the same default or any other default by the other party. (404) Damages If either the Redeveloper or the City or Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party or parties shall serve written notice of such default upon the defaulting party. Except with respect to the defaults set forth in Section 200 above, if any other default is not cured or commenced to be cured by the default- ing party within thirty (30) days after service of the notice of default, or if, after commencing to cure the default, the defaulting party fails to prosecute the work diligently, the defaulting party shall be liable to the other party for any damages caused by such default. (405) Specific Performance If either the Redeveloper or the City or Agency defaults under any of the provisions of this Agreement, the nondefault- ing party shall serve written notice of such default upon the defaulting party. Except with respect to the defaults set forth in Section 200 above, if any other default is not commenced to be cured by the defaulting party within thirty (30) days of service of the notice of default, or if, after -19- 0 0 commencing to cure the default, the defaulting party fails to prosecute the work diligently, the nondefaulting party at its option may institute an action for specific performance of the terms of this Agreement. (406) Other Events of Default It is contemplated that the parties hereto will enter into other agreements relative to the financing of the project and the management of the Convention Center. Any provisions or remedies relative to default under such agreements shall be governed by the terms and conditions of those specific agreements , and any remedies provided therein shall be in addition to rights and remedies provided for herein. V. GENERAL PROVISIONS (500) Notices , Demands, and Communications Between the Parties Formal notices , demands , and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper, and one additional representa- tive of the Redeveloper to be designated by the Redeveloper in writing. Such written notices , demands and communications -20- r may be sent in the same manner to such other addresses as either party may from time-to-time designate by mail as provided in this Section. (501) Conflict of Interest The Redeveloper warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. (502) Nonliability of Agency Officials and Employees No member, official or employee of the Agency shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of this Agreement. (503) Enforced Delay: Extension of Times of Performance In addition to specific provisions of this Agreement, and except with respect to defaults set forth in Section 200 above, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes ; lock-outs; riots ; floods; earth- quakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes ; -21- Tahquitz Channel • 50B'17z oo� ex • AIR. 35' T55 3Z• _ Wade Property 00/ %� t f a Palm Canyon Plaza ltd. Property ❑ c 508 " { 10 ❑ lco ❑ Ien55' 10e4 21,z1 EXHIBIT "qrl .aB nZ' b n" jG.1$ Hauls Laoaae''b byh h 528' f roan Mega�tte P ti 2' P EXHIBIT SITE DESCRIPTION Block "C" hf Tahquitz River Estates No. 2, in the City of Palm Springs, County of k,iverside, State of California, as per map recorded in Book 22, Pages 76 and 77 of Maps, in the Office of the County Recorder of said County. EXCEPT that portion described in deed to Riverside County Flood Control and Water Conservation District by deed recorded March 1 , 1984 as Instrument No. 50357. EXHIBIT "All' lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of subcontractor or supplier; acts of the other party; acts or failure to act of any public or governmental agency or entity (except that acts of the Agency, or failure of the Agency to act, shall not excuse performance by the Agency) or any other causes beyond the control or without the fault of the party claim- ing an extension of time to perform. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than 30 days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Times of performance under this Agreement may also be extended by mutual agreement in writing by the Agency and Redeveloper. (504) Approval by the Agency Whenever this Agreement requires the Agency to approve any contract, document, plan, specification, drawing or other matter, such approval shall not be unreasonably withheld. COMMUNITY REDEVELOPMENT PALM CANYON PLAZA 2, AGENCY OF THE CITY LIMITED, a California OF PALM SPRINGS Limitq'i�'Partne':s,hip �'�' :�a 4l� By; �� iP,..�' d /��i .��/ By_��� �, , e 'J /L oyd Maryanov Steven D. Crowe Vice Chairman General Partner -22- PALM CANYON PLAZA 2 , LTD. Subdivision and Property Description The real property referred to herein is situated in the County of Riverside, State of California, and is described as follows : THAT PORTION OF Block "C" of Tahquitz River Estates No. 2 , in the City of Palm Springs, County of Riverside, State of California, as per map recorded in Book 22 , Pages 76 and 77 , in the Office of the County Recorder of Riverside County. EXCEPT that portion described in deed to Riverside County Flood Control and Water Conservation District by deed recorded March 1, 1984 as Instrument No. 50357 . INCLUDING All the real and personal property contained within, attached to, or appurtenant to the exterior face of the exterior walls, roofs, ceilings, doors, windows, balconies, ground floor patios, and perimeter walls up to and including the exterior edge or face of the below designated building structure (s) , parking area(s) , driveway area(s) , landscaped area (s) , water feature area (s) , or recreational land or amenity area(s) contained within the dark shaded area described and drawn on the subdivision and condominium plan map attached hereto, and incorporated herein by reference, INCLUDING all land and, if available, mineral rights contained below said structures or areas. DESCRIBED SPECIFICALLY IN THE ATTACHED CONDOMINIUM PLAN AS : BUILDING "D" including 25 guestrooms, the entertainment lounge, health club, racquetball court, retail shop spaces, and corridors, THE ENTRY DRIVE AND PERIMETER WALL touching the entry drive up to and including the end of the enriched paving area, except the enriched paving area below the portocochere, THE VALET PARKING LOT AREA at the entry of the hotel, THE TENNIS COURTS and walkways around them up to the northern property line, and THE LANDSCAPED AND DRIVEWAY AREA BETWEEN THE TENNIS COURTS AND BUILDING "E" easterly to the beginning of the rear parking lot area designated by a line across the western curbs of the rear parking lot area. r - ROAD- U1II:rIIi � ii ! 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