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HomeMy WebLinkAboutC33180A - Hotel El Paseo LLC - TOT PymntsCONTRACT NO. C33180A CITY OF PALM DESERT STAFF REPORT REQUEST: AUTHORIZATION TO EXECUTE THE "PLEDGE OF PAYMENTS UNDER REIMBURSEMENT AGREEMENT" ASSIGNING HOTEL El PASEO, LLC'S POSITION FOR THE TRANSIENT OCCUPANCY TAX PAYMENTS TO LAKESIDE CAPITAL, LLC SUBMITTED BY.- Ruth Ann Moore, Economic Development Manager DATE: February 11, 2016 CONTENT: Pledge of Payments Under Reimbursement Agreement Contract No. C33180A City of Palm Desert/El Paseo Hotel TOT Reimbursement Agreement Contract No. C33180 Recommendation By Minute Motion: Approve the Pledge of Payments Under Reimbursement Agreement, Contract No. C33180A assigning the Transient Occupancy Tax (TOT) payments and authorize the City Attorney to make non -substantive changes to the agreement; and 2. Authorize the Chairman to execute said agreement. Executive Summary On December 12, 2013 Contract No. C33180 City of Palm Desert/El Paseo Hotel TOT Reimbursement Agreement (TOT Agreement) was executed allowing for a reimbursement of TOT collections back to the project. The TOT Agreement stipulates that 50% of the 9% TOT generated will be reimbursed up to a maximum of $1.8 million. Under Section 7A, the TOT Agreement may be assigned as part of its project financing and capital financing. The TOT Agreement also gave the City Manager approval without further action by City Council. Upon the City Attorney's request, staff is instead bringing the agreement to City Council for approval due to requested modifications that impact portions of the original TOT Agreement. G'.Econ Ocvclopment\Rmh Ann Moore`.S FAFF REPORTS\hl Paseo Hotel Assigning Reimbursement Agreement 2-1 I -I t, doe CONTRACT NO. C33180A Staff Report El Paseo Hotel Payment Reimbursement February 11, 2016 Page 2 of 4 Discussion The Pledge of Payments Under Reimbursement Agreement (the Assignment Agreement) assigns the City's reimbursement payments to Lakeside Capital, LLC (Lakeside). Lakeside has entered into a Joint Venture Agreement with El Paseo Hotel, LLC for capital financing for a portion of the project. Approval of this agreement will allow for the City to send the reimbursement payments totaling $1.8 million directly to Lakeside. The following items within the Pledge of Payments Under Reimbursement Agreement cause modifications to the original City of Palm Desert/El Paseo Hotel TOT Reimbursement Agreement and are listed for your review: • Section 3. Third Party Beneficiary — Lakeside is requesting that The City provide Lakeside with at least 30 days prior written notice before declaring a default by Hotel El Paseo under Section 5 of the TOT Agreement, and no default by El Paseo (except to the extent such default shall result in City not receiving TOT which is the source of the TOT Payments) shall relieve City's obligation to make TOT Payments to Lakeside in accordance with Section 2 of the TOT Agreement. This section extends the default notice from 15 days to 30 days. It also eliminates any reason for other defaults within the TOT Agreement such as bankruptcy by El Paseo Hotel or sale of the property. As long as the property continues to operate as a four -star hotel (see definition below) and is accessible as a cooling station, the City will continue to reimburse Lakeside 50% of the 9% of TOT collections until $1.8 million is paid. • Section 3. Third Party Beneficiary — Notwithstanding the foregoing, the parties reaffirm that the TOT Payments remain at all times subject to the conditions to reimbursement set forth in Section 2 of the TOT Agreement, as amended below. Section 2 is hereby amended such that the date "January 31, 2016" is replaced with the date "December 31, 2017." This portion of Section 3 replaces the old completion date to the new completion date of December 31, 2017 but does not affect the reimbursement payments as long as the property continues to operate as a four -star hotel and is accessible as a cooling station. • Section 4. Estoppel — The City further acknowledges that the Marriott Autograph brand meets the definition of "Four Star Hotel" as required by Section 2 of the TOT Agreement. This is a clarification on the quality of the hotel. According to the TOT Agreement Section 213, the project must operate as a "Four -Star Hotel" as required by Development Agreement (DA) 07-02 between the City of Palm Desert and Larkspur Associates, LLC. Under the definitions in the DA (1.1.10) a Four -Star Hotel is defined as "the hotel has or will meet the requirements of a brand included within the "Luxury" or Upscale" segments G `Fcun Deg clopment\Ruth Ann Moore\S PAFF REPORT S I Pasco Hntel Assigning Reimbursement Agreement 2-11-16 doc CONTRACT NO. C33180A Staff Report El Paseo Hotel Payment Reimbursement February 11, 2016 Page 3 of 4 as defined by J.D. Power and Associates. Further investigation showed that Marriott Hotels and Resorts are within the "Upscale" segment of the report on the J.D. Power website. Staff is satisfied with the clarification. The current modifications listed above protects Lakeside from a default that is not within their control such as a bankruptcy by El Paseo Hotel, LLC or a sale of the property while still providing the city with the desired Four -Star Hotel. Strategic Plan Obiective The construction of the El Paseo Hotel contributes to both the Economic Development and Land Use and Housing & Open Space elements of the City Envision Palm Desert Strategic Plan. Specifically, facilitating a future hotel development contributes to: • Priority No. 1 of the Economic Development element — Expand Jobs and Business Creation Opportunities; and • Priority No. 4 of the Land Use, Housing & Open Space element — Create mixed use city core integrating shopping, dining, lodging and housing. Fiscal Impact The value of the project to the City is in the collection of annual TOT revenue, sales tax from the restaurant and banquet operations, and property tax. The project is projected to stabilize in the first five years. Revenue projections for 20 years are as follows: • TOT $15,412,000 • Sales Tax $ 618,000 • Property Tax $ 191,900 The benefits to the City include both the $14M (subtracting for the $1.8 million tax sharing agreement approved by City Council on 12/3/13) the project will bring into the General W.F.con Deeeloptnent Ruth Ann Moore\S"TAFF RUPORTST] Paseo Hotel Assigning Reimbursement Agreement 2-11-16 doc CONTRACT NO. C33180A Staff Report El Paseo Hotel Payment Reimbursement February 11, 2016 Page 4 of 4 Fund over the next 20 years and the secondary benefit to increase sales for the stores and restaurants along El Paseo by the guests, therefore staff recommends the above motion. Submitted By: Rib 4hn <Mo io /rq Economic Development Manager Approval: Cx—fi o n M. Wohlmuth j C' y Manager Department Head: Martin Alvarez Director of Economic Development Rudy Acosta Assistant City Manager G \F:con Development Ruth Ann Moore\STAFF RFPORTS\EI Pasco Hotel Assigning Reimbursement Agreement 7-11-10 duc CONTRACT NO. C33180A PLEDGE OF PAYMENTS UNDER REIMBURSEMENT AGREEMENT TII1S PLEDGE OF PAYMENTS UNDER REIMBURSEMENT AGREEMENT (this "Agreement") is made and entered into as of February _, 2016, by and between EL PASEO I-IOTEL, LLC, a California limited liability company ("El Paseo"), and the CITY OF PALM DESERT, a California municipal corporation ("City"), in favor of LAKESIDE CAPITAL, LLC, a Delaware limited liability company (together with its successors and/or assigns, "Lakeside"). RECITALS: A. City and El Pasco have heretofore entered into that certain CITY OF PALM DESERT/EL PASEO HOTEL TOT REIMBURSEMENT AGREEMENT, dated as of December 12, 2013 (as modified, amended and/or supplemented from time to time, the "TOT Agreement"), pursuant to which City agreed to reimburse E1 Paseo up to $1.8 million of transient occupancy taxes in connection with E1 Paseo's development of a hotel. B. L,akeside has agreed to invest in El Paseo, in exchange for the right to receive the benefit of the Transient Occupancy Tax ("TOT") reimbursement payments as set forth in Section 1 of the TOT Agreement ("TOT Payments"). C. As a condition of Lakeside's willingness to invest in El Paseo, Lakeside has requested that City approve El Paseo's pledge of the TOT Payments as permitted by Section 7A of the TOT Agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Assignment. Subject to Lakeside's investment in E1 Paseo as set forth in the Joint Venture Agreement dated January 1, 2015, El Paseo hereby assigns and pledges to Lakeside all of El Pasco's right, title and interest in, to the TOT Payments from the City. 2. Consent, TOT Pavments. City, by its execution of this Agreement, hereby (i) consents to the pledge and assignment set forth in Section 1 and the other terms hereof as required and expressly contemplated by Section 7A of the Agreement and therefore (ii) agrees to, from and after the date of this Agreement, make all TOT Payments under the TOT Agreement to Lakeside. Nothing herein shall relieve El Pasco of its obligations under the TOT Agreement, or obligate Lakeside to perform E1 Paseo's obligations thereunder. 3. Third Partv Beneficiarv. City and E1 Pasco acknowledge and agree that Lakeside shall be an express third party beneficiary of the TOT Agreement and of this Agreement. Accordingly, City and El Paseo shall not modify, amend or terminate the TOT Agreement, or waive any rights thereunder, without Lakeside's prior written consent. City shall provide Lakeside with at least 30 days prior written notice before declaring a default by E1 Paseo under Section 5 of the TOT Agreement, and no default by E1 Paseo (except to the extent such default shall result in City not receiving TOT which is the source of the TOT Payments,) shall relieve City's obligation to make TOT Payments to Lakeside in accordance with Section I of the TOT Agreement. Notwithstanding the foregoing, the parties reaffirm that the TOT Payments remain at all times CONTRACT NO. C33180A subject to the conditions to reimbursement set forth in Section 2 of' the TOT Agreement, as amended below. Section 2 is hereby amended such that the date "January 31, 2016" is replaced with the date "December 31, 2017." 4. Estoppel. El Paseo represents and warrants that (a) the TOT Agreement is in full force and effect and has not been modified, amended or assigned (other than pursuant to this Agreement); (b) neither El Pasco nor, to the best of El Paseo's knowledge, City is in default under any of the terms, covenants or provisions of the TOT Agreement. The City further acknowledges that the Marriott Autograph brand meets the definition of "Four Star I lotel" as required by Section 2 of the TOT Agreement. 5. Indemnity. E1 Paseo hereby indemnifies Lakeside for any failure to perform any of its obligations as set forth in Section 5 of the Agreement, and shall hold Lakeside and its respective managers, members, guarantors, officers, agents. employees, and representatives harmless from and against any and all losses, damages, claims, liabilities, penalties, costs and expenses (including but not limited to reasonable attorneys' fees and costs) suffered or incurred by any such indemnified person/entity arising out of or related to such failure by El Paseo. 6. Notices. All notices or other communications required or permitted to be given pursuant to the provisions of this Agreement shall be in writing and shall be considered as properly given if delivered to the appropriate party at the address set forth below (subject to change from time to time by written notice to all other parties to this Agreement). Except when otherwise required by law, any notice which a party is required or may desire to give the other shall be in writing and may be sent by e-mail (provided that a copy is simultaneously sent by one of the other permitted means of giving notice hereinafter set forth), personal delivery or by mail or overnight carrier (either (i) by United States registered or certified mail, return receipt requested, postage prepaid, or (ii) by Federal Express or similar generally recognized overnight carrier regularly providing proof of delivery). Any notice so given by e-mail shall be deemed to have been given as of the earlier of (y) the date on which the sender of such communication shall confirm receipt thereof by the appropriate parties and (z) the date of delivery of the corresponding notice that is sent by one of the methods set forth in clauses (i) and (ii) above. Any notice so given by mail shall be deemed to have been given as of the date of delivery established by U.S. Post Office return receipt or the overnight carrier's proof of delivery, as the case may be. Any such notice not so given shall be deemed given upon receipt of the same by the party to whom notice is to be given; provided, however, that non -receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the addresses of the parties shall be: El Paseo: c/o Robert Leach 3941 Park Drive, Ste 20-308 El Dorado Hills, California 95762 Fax No. (916) 933-5911 E-Mail: robert cot westriverinc.net 2 CONTRACT NO. C33180A City: Palm Desert Civic Center 473 -5 10 Fred Waring Drive Palm Desert, CA 92260 Attention: City Manager Lakeside: c/o Melvin T. Andrews 2969 Mandeville Canyon Road Los Angeles, CA 90049 (818) 973-1702 Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' notice all other parties in the manner set forth hereinabove. 7. Counterparts. This Agreement may be executed, in multiple counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Facsimile and other electronically transmitted signatures shall serve as the functional equivalent of manually executed signatures for all purposes. 3 CONTRACT NO. C33180A IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written. E1 Pasco: EL PASEO HOTEL, LLC a California limited liability company By: Name: Title: City: CITY OF PALM DESERT, a California municipal corporation By: Name: "Title: CONTRACT NO. C33180 CITY OF PALM DESERTIEL PASEO HOTEL TOT REIMBURSEMENT AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of December 12, 2013, by and between THE CITY OF PALM DESERT, a California municipal corporation, (the "City"), and El Pasco Hotel, LLC, California Limited Liability Company("El Pasco Hotel"). RECITALS A. El Pasco Hotel intends to purchase certain real property in the City of Palm Desert, as more fully described in Exhibit "A" ("Property"), on which El Pasco Hotel intends to develop and operate an approximately 154 room hotel project ("Project"). El Pasco Hotel anticipates that the Project, once occupied, will generate transient occupancy taxes ("TOT") to the City in an amount estimated by El Pasco Hotel to exceed three million dollars ($3,000,000) during the first six years of the Project's operation, in addition to increased sales taxes generated by the anticipated increased visitation to the City. B. The City wishes to provide El Pasco Hotel an incentive to operate the Project in order that increased visitation will generate additional TOT and sales tax to the City, and to provide certain emergency services to city residents. The incentive will be in the form of a City reimbursement to El Pasco Hotel of fifty percent (50%) of the TOT generated by the Project up to a maximum of $1.8 million AGREEMENT NOW, THEREFORE, THE CITY AND EL PASEO HOTEL AGREE AS FOLLOWS: Section 1. Reimbursement Commitment. In consideration for El Pasco Hotel's operating the Project on the Property and the other conditions and covenants provided for herein, if and when the El Paseo Hotel is built and operated on the Property, the City shall reimburse to El Pasco Hotel fifty percent (50%) of City's current (9%) TOT, as defined in Section 3.28,030 of the Palm Desert Municipal Code as of the date of this Agreement, collected from the Project in an amount not to exceed $1.8 million ("Reimbursement TOT"). Payment of Reimbursement TOT by City to El Pasco Hotel shall commence for the first full quarter during which commercial operation of the Project commenced and shall continue until $1.8 million has been reimbursed by the City ("Reimbursement Termination Date"). TOT collected prior to the Reimbursement Termination Date is subject to reimbursement pursuant to this Agreement; TOT collected after the Reimbursement Date is not. El Pasco Hotel shall at all times remit to City full payment of TOT as required by the City's Municipal Code. Distributions of Reimbursement TOT by City to El Pasco Hotel shall be made within sixty (60) days of the receipt by the City of the full amount of TOT from the Property for each quarter. 72 500.00552\8 368241.3 12/.).,/13 OONTRACT NO. C33180 Section 2. Conditions to Reimbursement. As a condition precedent to payment of any Reimbursement TOT, El Pasco Hotel shall: A. Commence commercial operation of the Project by January 31, 2016. If El Pasco Hotel fails to commence commercial operation prior to that date, then the City, in its sole discretion, may terminate this Agreement by delivering written notice of such termination to El Pasco Hotel. Following such termination, neither party shall have any further rights, duties or obligations hereunder, and the City shall have no obligation to pay Reimbursement TOT, provided however that if this Agreement is not so terminated and El Pasco Hotel subsequently commences operation, the terms of this Agreement shall apply and the City's right to terminate shall be void; and B. Be at all times operated as a "Four -Star Hotel" as required by Development Agreement 07-02 between the City of Palm Desert and Larkspur Associates, LLC, recorded in the Official Records of the County of Riverside, California as Document #2009-0419294. C. Allow the Project to be used as a "cooling station" for the City in the case of a power outage. Section 3. No Oblieation to Build or Operate. Both parties acknowledge that the Project is currently in the proposal stages, and El Pasco Hotel shall have no liability to City for failure to build or operate a hotel as intended by the parties herein. Section 4. Indemnification. El Pasco Hotel shall defend, assume all responsibility for and hold the City, its council members, officers and employees, harmless from all demands, claims, actions and damages, of whatever type or nature, including all costs of defense and attorneys' fees, to any person or property arising out of or caused by any of El Pasco Hotel's activities under this Agreement, whether such activities or performance thereof be by El Pasco Hotel or anyone directly or indirectly employed or contracted with by El Pasco Hotel and whether such damage shall accrue or be discovered before or after commencement of operation of the Project. Section 5. Default. A. Defaults. Any one or all of the following events shall constitute a default by El Pasco Hotel: Any misleading statement, misrepresentation or warranty of El Pasco Hotel herein or in any other writing at any time furnished by El Pasco Hotel to City that materially harms the City or materially diminishes the Benefit of the Agreement to the City; 72300.00552\8368241.3 12/2i 13 CONTRACT NO. C33180 Nonperformance when due of any of the obligations described herein, or failure to perform any obligation or covenant contained herein; The filing by or against El Pasco Hotel of a petition for relief under the Bankruptcy Reform Act of 1978 or any bankruptcy or debtor relief law; 4. A general assignment by El Pasco Hotel for the benefit of creditors or the appointment of any receiver or trustee of all or any portion of the assets of El Pasco Hotel; The transfer or assignment of this Agreement without approval by the City; B. Remedies. Upon the occurrence of a default, the City, at its option, may declare this Agreement to be in default and, in such event, the City shall have all of the rights and remedies prescribed at law or in equity. Following an event of default, the City shall have no further obligation to disburse all or any portion of Reimbursement TOT. C. No Liability of City Member. No city council member, official or employee of the City shall be personally liable to El Pasco Hotel, or any successor in interest, in the event of any default or breach by City under this Agreement or for any amount which may become due to El Pasco Hotel or any successor or on any obligations under the terms of this Agreement. Section 6. Comvliance With Governmental Regulations. El Pasco Hotel shall, at its sole cost and expense, comply with all applicable municipal, county, state and federal laws, rules, regulations and ordinances now in force, or which may hereafter be in force, pertaining to its activities contemplated under this Agreement, including, but not limited to, Development Agreement 07-02; issuance of building and use permits and compliance with all federal and state labor laws (collectively, "Laws"). Supplementing the indemnity set forth in Section 3 above, El Pasco Hotel shall defend, indemnify and hold the City, its elected officials, officers, members, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure of El Pasco Hotel to comply with such Laws relating to this Agreement Specifically, by its execution of this Agreement, El Pasco Hotel certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the project being performed is an 72500.00552\8368241.3 12R/13 CONTRACT NO. C33180 applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, El Paseo hotel agrees to fully comply with such Prevailing Wage Laws. If required, El Paseo Hotel shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the work on the project available to interested parties upon request, and shall post copies at the El Paseo Hotel's principal place of business and the project site. Section 7 Miscellaneous Provisions. A. Transfer or Assimment. El Paseo Hotel shall not transfer or assign this Agreement without prior written approval by the City. Approval of any such transfer or assignment shall be at the sole discretion of the City, provided that, as the parties acknowledge that El Paseo Hotel will likely monetize this Agreemcnt as part of its project financing City shall not unreasonably withhold, condition or delay its consent to a pledge or assignment of this Agreement (or rights under this Agreement) as part of the capital financing for the project. Such financing approval may be granted by the City Manager without further action of the City Council. B. Interest of Members of Citv. No member of the City Council of City and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the carrying out of the City's work shall have any personal interest, direct or indirect, in this Agreement, C. Governina Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, to the jurisdiction of which the parties hereto submit. D. Time of the Essence. Time is of the essence of each and every provision of this agreement. E. Notices. Notices or other communications given under this Agreement shall be in writing and shall be served personally or transmitted by first class mail, postage prepaid. Notices shall be deemed received either at the time of actual receipt or, if mailed in accordance herewith, on the third (3rd) business day after mailing, whichever occurs first. Notices shall be directed to the parties at the following addresses or at such other addresses as the parties may indicate by notice: City: The City of Palm Desert Palm Desert Civic Center 4 72500.00552\8368241 3 12/2113 tIONTRACT NO. C33180 73-510 Fred Waring Drive Palm Desert, CA 92260 Attention: City Manager El Paseo Hotel: El Paseo Hotel, LLC 74048 Alpine Lane Palm Desert, CA 92211 Attention: David Worlow F. Headings. The titles and headings of the various sections of this Agreement are intended solely for reference and are not intended to explain, modify or place any interpretation upon any provision of this Agreement. G. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such or the remaining provisions of this Agreement. H. Waiver. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executing in writing by the party making the waiver. I. Number and Gender. As used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each include the others whenever the context so indicates or requires. J. Further Assurances. The parties shall execute, acknowledge, file or record such other instruments and statements and shall take such additional action as may be necessary to carry out the purpose and intent of this Agreement. K. Bindine Effect. This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, legal representatives, successors and assigns. 5 72500.0055218368241.3 12r2/13 ['CONTRACT NO. C33180 L. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of the parties concerning the subject matter contained herein, written or oral. No change, modification, addendum or amendment to any provision of this Agreement shall be valid unless executed in writing by each party hereto. M. Attornevs' Fees. In the event of any litigation arising out of this Agreement, the prevailing party in such action, or the nondismissing party where the dismissal occurs other than by reason of a settlement, shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and costs paid or incurred in good faith. The "prevailing party," for purposes of this Agreement, shall be deemed to be that party who obtains substantially the result sought, whether by settlement, dismissal or judgment. N. Amendment. This Agreement may be amended only by a written instrument signed by both City and the El Pasco Hotel. 6 72500 00552\8368241.3 12/2J13 CONTRACT NO. C33180 IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the day and year first above written. Dated: December 12, 2013 CITY: CITY OF PALM DESERT, a California municipal corporation By: Cnr 1 Van G. Tiner, Mayor ATTEST: APPROVED AS TO LEGAL FORM: BEST BEST B-KRlEGER LLP Rac Ile D. Klassen, City Cl David J. rwi ,City Attorney EL PASEO HOTEL: 1-20* El Paseo Hotel LLC . By: --� 4i l/ Its: 7 72500.00552\8368241.3 12/2/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California f, County lI __of PVYA4 /� Jh� On Tl t9 14 before me, �'Uil-.Of GD1 AY✓l41 ftkou,&, Tfgy , �[t ��1� jj�_"� To. of Nits f7 ce, I personally appeared �L Namo(s) of 84gner(sl who proved to me on the basis of satisfactory evidence to be the person( -''whose nameKj_j)`are subscribed to the within instrument and acknowledged to me that `t Rhe/they executed the same in er/their authorized capacityjio, and that by MONICAARRIOlA1tRAKOw ti er/their signature(4 on the instrument the COMM. #19M440 + Pperson(sy or the entity upon behalf of which the trotMt PubN C"Wris El DOMDOcOW1TY ersonts� acted, executed the instrument. '' 10Mr cots+. Fxo. Ailr t s, 2aI s F 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. Si nature: L>^ (�- `� 4 u� 9 Place Notary Scat Above SigWun d flmary Puck OPTIONAL Though the information below is not required by law, It may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: O Corporate Officer — Title(s): [-.I Individual O Partner — ❑ Limited 0 General Top of thumb here i7 Attorney In Fact 11 Trustee CI Guardian or Conservator O Other: Signer Is Representing: rk..,..,� �,�✓�0.YC�d4i�4GC7ir.:..6.: , Number of Pages: Signer's Name: O Corporate Officer— Title(s): ❑ Individual D Partner — 0 Limited U General Top of of thumb * Attorney in Fact O Trustee C Guardian or Conservator O Other: Signer Is Representing: 0 2009 National Notary Association • NatlonaMtotary.otp • 1.800- S NOTARY (1-m"76-W7) ham 15907 •RNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of River ,i.dP OnF?hruary 14, 2014 before me, -_ M. G. Sanchez, Notary Public Date Here rw I Name end Title of the Oncet personally appeared ._ Van G. Tanner -------------------------------- Nomo(s) of Synor(s) M.,.SANCHEI Commission * 1906339 Z -� Notary Public California J Riverside County My Comm Expires Oct 29, 2014 who proved to me on the basis of satisfactory evidence to be the person(t) whose name(&) is/44 subscribed to the within instrument and acknowledged to me that he/ii3ljr executed the same in hiss authorized capacity^), and that by his/KKAMW signature(g) on the instrument the person(lf), or the entity upon behalf of which the person(K) 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 off i al seal. )R�fi Piaco Notary seat Above Signature wr oletent OPTIONALThough the information below is not required bylaw, it may prove 4luable topers srelyin onthe and could prevent fraudulent removal and reattachment of this form to a other ument. Description of Attached Document Title or Type ot Document: C33180 - F,.l Pared Hotel, I.LC T.O.T. Reimbursement Agreement Document Date: December 12, 2013 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Van G. Tanner U Individual I I Corporate Officer — Title(s): I 1 Partner — [A Limited U General U Attorney in Fact Noodow 1 ! Trustee Top of ttxrnb here CJ Guardian or Conservator [X Other: Mavor Signer's Na L! Individual ! j Corporate OHic — Title(s): t 1 Partner — U Limit t 1 General [J Attorney in Fact L7 Trustee t_� Guardian or Conservator I-] Other: Signer Is Representing: Signer Is Representing: City of Palm Desert Top of ttxtmb here .►V•1VWVrV.e1Y.Y VJMY �/V.UViW.YV 11ViYVJ14 irV a+v�VWVYYWW4�V�Wrl1.W4110 inVitV iiN�1VfNV�1 Vi/V•.�A+Y'V �4r1VWfr�lO riri/urrVrlviN+VV.UVaWV.1l. 02007NOWWNoleryApodelbn•g=lieSotoAve- P.O.Ba2/02•Chrworth.CAY1313.2402•www.Nelloneeroleryorp lWn•5907 Reorder:0lTO6-R"1400-076e•27