HomeMy WebLinkAboutRes OB-127 (2)OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: AUTHORIZATION TO EXECUTE A FIRST AMENDMENT TO THE
DISPOSITION AGREEMENT FOR THE PROPERTY AT THE
NORTHEAST CORNER OF SHADOW MOUNTAIN AND LARKSPUR
LANE, PALM DESERT, CALIFORNIA (APN 627-262-008 AND APN 627-
262-011, PROPERTIES 7a AND 7b OF THE LONG RANGE PROPERTY
MANAGEMENT PLAN) WITH EL PASEO HOTEL, LLC.
SUBMITTED BY: Ruth Ann Moore, Economic Development Manager
PROPERTY El Paseo Hotel, LLC
BUYER: 3941 Park Drive Suite 20-308
El Dorado Hills, CA 95762
DATE: June 1, 2015
CONTENT: Resolution No. OB- 127
First Amendment to the Disposition Agreement
Disposition Agreement
Notice of Proposed Adoption of First Amendment to Disposition Agreement
Recommendation
Waive further reading and adopt Resolution No. 0B-127:
1. Approve the First Amendment to the Disposition Agreement for the property
located at the northeast corner of Shadow Mountain Drive and Larkspur Lane,
Palm Desert, California with El Paseo Hotel, LLC, extending the close of escrow to
the Outside Date of December 31, 2015.
Discussion
The existing Disposition Agreement with El Paseo Hotel, LLC (The Developer) was
executed on November 14, 2014 and will expire on June 1, 2015. The Developer has
continued to perform with the design of plans and is in the midst of receiving approval
from the Architectural Review Committee prior to the completion of construction drawings.
The First Amendment to the Disposition Agreement will only extend the close of escrow
from June 1, 2015 to December 31, 2015. All other requirements within the Agreement
are in place and include:
• Developer shall pay the full purchase price of $2,200,000.
• Developer shall have (i) a copy of an executed commitment letter from a lender,
pursuant to which the lender has committed to finance the construction of the
Improvements on the Property, (ii) evidence satisfactory to SAPDRDA and the City
that all conditions to the Developer's obtaining such financing have been satisfied,
G \!•.con Oesclopment\.arkspur-LI Pasco LLC\Osersight Board [I Paseo Hotel first amendment 6-1-I5 doc
Staff Report — Oversight Board
Sale of Property- Larkspur Land
June 1 2015
Page 2 of 2
(iii) evidence satisfactory to SAPDRDA and the City that said financing will close
concurrently with the Closing, and (iv) evidence satisfactory to SAPDRDA and the
City that the Developer has an amount of equity which, in addition to the loan
proceeds to be available pursuant to such financing, is sufficient to complete the
Project.
• Developer has received final approved Plans and Specifications for the Project,
has received all other governmental approvals as may be necessary for the
construction of the Project, and all conditions to the issuance of building permits for
the construction of the Project have been satisfied, excepting only the payment of
any permit fees.
• Developer has furnished to SAPDRDA and the City a copy of a hotel operating
agreement with a hotel operator which shall obligate the operator to operate the
hotel as a Four -Star Hotel, and which agreement and hotel operator are reasonably
acceptable to the SAPDRDA and the City.
A projected timeline for the development of the El Paseo Hotel estimates the property will
close escrow in August and to immediately begin construction. This timeline will allow for
the property to open at the beginning of 2017.
Fiscal Impact
The subject properties were listed on the LRPMP to be sold for fair market value. The
LRPMP requires that all proceeds of the sale be distributed as property taxes to the
affected taxing entities, in accordance with the terms of the California Health and Safety
Code, Section 34191.5 (c)(2)(B). Each taxing entity including the City will receive a
portion of the proceeds based on their respective tax rate.
Submitted By:
uth Ann Moore
Economic Development Manager
Paul Gibson'
Director of Finance
royal:
M. Wohlmuth, City Manager
Department Head:
V*-/
7
rtin Alvarez
Director of Economic Development
c
Rudy Acosta
Assistant City Manager
Phil (cVE- (Co -o, 3 Ac kd,,, A6 6c.T)
ItaAne-x411-4... BY OVERSIGHT BOARD
ON C_I_gc:7t5
VERIFIED
Original on file with City Clerk's Office
G \Econ Development\Larkspur-EI Paseo LLC\Oversight Board El Paseo Hotel first amendment 6-1-15 doc
NOTICE OF REGULAR MEETING
OF THE OVERSIGHT BOARD OF
THE SUCCESSOR AGENCY TO
THE PALM DESERT REDEVELOPMENT AGENCY
Proposed Adoption of:
A Resolution Directing
the Execution of a First Amendment with El Paseo Hotel, LLC for Property Located at the Northeast Corner of
Shadow Mountain and Larkspur Lane, known as APN's 627-262-008 and 627-262-011, Properties 7(a) and 7(b)
Pursuant to the Long Range Property Management Plan
Date: June 1, 2015
Time: 1:30 P.M. or as soon thereafter as the matter may be heard
Place: Administrative Conference Room, located at Palm Desert City Hall, 73-510 Fred Waring
Drive, Palm Desert, California
NOTICE IS HEREBY GIVEN that at the meeting of the Oversight Board (the "Oversight Board") of the
Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") to be held on June 1, 2015,
at 1:30 P.M., or as soon thereafter as possible, the Oversight Board will consider the adoption of a resolution
directing the Execution of a First Amendment with El Paseo Hotel, LLC for Property Located at the Northeast
Corner of Shadow Mountain and Larkspur Lane, known as APN's 627-262-008 and 627-262-011, Properties 7(a)
and 7(b) Pursuant to the Successor Agency's Long Range Property Management Plan. Such Long Range Property
Management Plan has been approved previously by the Oversight Board and the California State Department of
Finance.
Interested persons are invited to attend this meeting and be heard regarding this matter. An individual who
challenges any decision regarding the proposed action in court may be limited to raising only those issues such
individual or someone else raised at the meeting described in this notice or in written correspondence delivered to
the Oversight Board at, or prior to, the meeting. Due to the time constraints and the number of persons wishing to
give oral testimony, time restrictions may be placed on oral testimony at the meeting regarding the proposal. Any
interested person may wish to make comments in writing to assure that the relevant views are expressed adequately.
Written comments may be submitted to the Oversight Board prior to the time set for the meeting, to the attention of'
the Secretary of the Oversight Board at 73-510 Fred Waring Drive, Palm Desert.
Further information may be obtained by contacting Martin Alvarez, Dir. of Economic Development, at 73-510 Fred
Waring Drive, Palm Desert, or by telephone at (760) 346-0611, Ext 467 or by email at
malvarez, � cityofpalmdesert.org.
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in an Oversight
Board meeting, please contact the Office of the City Clerk of the City of Palm desert at (760) 346-0611.
Notification at least 48 hours prior to the meeting or time when services are needed will assist the Oversight Board
staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.
Assisted hearing devices will be available at this hearing without prior notification
Dated this -t day , 2015
Ra elle D. Klassen, J
Secretary to the Successor Agency to the Palm sert
Redevelopment Agency
RESOLUTION NO. OB-127
A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR
AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY
AUTHORIZING THE EXECUTION OF A FIRST AMENDMENT TO THE
DISPOSITION AGREEMENT FOR PROPERTY LOCATED AT
NORTHEAST CORNER OF SHADOW MOUNTAIN AND LARKSPUR
LANE, PALM DESERT, CA (APN 627-262-008 AND 627-262-011,
PROPERTIES 7a and 7b OF THE LONG RANGE PROPERTY
MANAGEMENT PLAN) WITH EL PASEO HOTEL, LLC
RECITALS:
A. Pursuant to AB X1 26 (enacted in June 2011), as modified by the
California Supreme Court's decision in California Redevelopment Association, et al. v.
Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Palm Desert Redevelopment
Agency (the "Former Agency") was dissolved as of February 1, 2012 and the Successor
Agency was established, and the Oversight Board to the Successor Agency (the
"Oversight Board") was constituted.
B. AB 1484 (enacted June 2012) amended and supplemented AB X1 26 (AB
X1 26 and AB 1484, together, being referred to below as the "Dissolution Act").
C. Pursuant to the Dissolution Act, the Successor Agency is tasked with
winding down the affairs of the Former Agency.
D. Pursuant to Section 34175(b) of the California Health and Safety Code
("HSC"), all real properties of the Former Agency transferred to the control of the
Successor Agency by operation of law.
E. On May 5, 2014, the Oversight Board adopted Resolution No. OB-073,
approving a long-range property management plan (the "LRPMP") which addresses the
disposition of the real properties owned by the Successor Agency.
F. As indicated in the DOF's letter dated June 2, 2014, the DOF has
approved the LRPMP.
G. Pursuant to HSC Section 34191.3, the DOF-approved LRPMP shall
govern, and supersede all other provisions of the Dissolution Act relating to, the
disposition and use of the real property assets of the Former Agency.
H. Pursuant to the approved LRPMP, the Oversight Board authorizes the
execution of a First Amendment to the Disposition Agreement with El Paseo Hotel, Inc.
for Properties 7a and 7b of the LRPMP (APN 627-262-008 and 627-262-011) extending
the Outside Date to Close Escrow from June 1, 2015 to December 31, 2015.
-1-
RESOLUTION NO. OB-127
I. In accordance with the terms of California Health and Safety Code Section
34191.5(c)(2)(B), the proceeds of this property sale will distributed as property taxes to
the affected taxing entities.
J. The Oversight Board is adopting this Resolution to direct the execution of
a First Amendment to the Disposition Agreement with El Paseo Hotel, LLC as directed
by the approved LRPMP.
K. Notice of the proposed action presented in this Resolution was posted on
the Successor Agency's website (being a page on the City's website) and at three
public places: beginning on May 21 , 2015.
NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR
AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY
RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. The above recitals, and each of them, are true and correct.
Section 2. The Oversight Board hereby authorizes and directs the Successor
Agency to complete the execution of the Disposition Agreement with El Paseo Hotel,
LLC for fair market value as directed by the approved LRPMP. The Chair (or in the
Chair's absence, the Vice Chair) of the Board of Directors of the Successor Agency is
hereby authorized to execute the Disposition Agreement to complete the disposition of
the properties.
Section 3. The members of the Oversight Board and officers and staff of the
Successor Agency are hereby authorized and directed, jointly and severally, to do any
and all things which they may deem necessary or advisable to effectuate this
Resolution.
-2-
RESOLUTION NO. OB-127
Section 4. This Resolution shall become effective in accordance with HSC
Section 34181(f).
APPROVED and ADOPTED this day of , 2015.
AYES:
NOES:
ABSENT:
ABSTAIN:
ROBERT A. SPIEGEL, CHAIR
ATTEST:
RACHELLE D. KLASSEN, SECRETARY
OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
-3-
RESOLUTION NO. OB-127 CONTRACT NO. SA33850
FIRST AMENDMENT TO
DISPOSITION AGREEMENT
`Phis FIRST AMENDMENT TO DISPOSITION AGREEMENT (the "Amendment") is
entered into effective as of , 2015 (the "Effective Date") by and between
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a
public entity (the "SARDA") and EL PASEO HOTEL, LLC, a California limited liability
company (the "Developer").
RECITALS
A. SARDA and Developer have previously entered into that certain Disposition
Agreement dated as of November 14, 2014 (the "Agreement").
B. The Agreement provided for the purchase of certain real property located at the
northeast corner of Shadow Mountain Drive and Larkspur Lane, Palm Desert,
California, as further described in the Agreement (the "Property").
C. SARDA and Developer desire to amend certain terms of the Agreement as
provided herein.
For valuable consideration, the parties hereto agree as follows:
ARTICLE I
AMENDMENT
1. Amendment to Agreement - Close of Escrow. Section 2.3.2 of the Agreement is
hereby amended to read in its entirety as follows:
"2.3.2 Close of Escrow. "Close of Escrow" or "Closing" means the
date Escrow Holder causes the Grant Deed (as hereinafter defined) to be recorded
in the Official Records of the County of Riverside and delivers the Purchase Price
(less any escrow or other costs payable by SARDA) to SARDA. Close of Escrow
shall occur on or before December 31, 2015 (the "Outside Date"). If for any
reason other than a default by SARDA or Developer the Closing does not occur
on or before the Outside Date, as it may be extended as herein provided, this
Agreement shall automatically terminate and all documents and monies
previously deposited into the Escrow shall be promptly returned to the appropriate
Party and each Party shall pay its portion of any Escrow charges and fees in
connection with such termination. Possession of the Property shall be delivered to
the Developer on the Close of Escrow."
2. Entire Agreement. This Amendment constitutes the entire agreement between the
parties pertaining to the subject matter hereof, supersedes all prior and contemporaneous
agreements and understandings of the parties in connection therewith and may only be amended
in writing signed by SARDA and Developer.
3. Construction and Survival. Except as amended by this Amendment all of the
terms and provisions of the Agreement shall remain in full force and effect. All of the terms of
this Amendment shall survive the Closing. Capitalized terms used in this Amendment not
72500.00758\9775724.1
RESOLUTION NO. OB-127 CONTRACT NO. SA3385O
otherwise defined shall have the meanings given to them in the Agreement. The Recitals in this
Amendment shall be deemed part of the Agreement.
4. Execution in Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same instrument.
5. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws (without giving effect to the conflicts of laws principles thereof) of the
State of California.
[Signatures on Following Page]
Page 2
72500.00758\9775724. I
RESOLUTION NO. OB-127 CONTRACT NO. SA33850
EXECUTED as of the date first set forth above.
DEVELOPER:
EL PASEO HOTEL, LLC, a California limited
liability company
By:
Name:
Title:
SARDA:
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY
By:
Name:
Title:
Page 3
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CONTRACT NO. SA33850
DISPOSITION AGREEMENT
THIS DISPOSITION AGREEMENT ("Agreement"), dated as of
November 14, 2014 , 2014 (the "Effective Date") is entered into by and among the
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a
public entity ("SARDA"), and EL PASEO HOTEL, LLC, a California limited liability
company (the "Developer").
RECITALS
This Agreement is entered into with reference to the following facts:
A. The Successor Agency to thc Palm Desert Redevelopment Agency ("SARDA")
owns that certain real property located at the northeast corner of Shadow Mountain Drive and
Larkspur Lane, Palm Desert, California, which is more particularly described in Exhibit A
attached to this Agreement and incorporated herein by this reference ("Property"). The City of
Palm Desert, a California municipal corporation (the "City") desires to have SARDA sell the
Property to either the City (for transfer to a developer) or directly to a developer for the
development of a boutique hotel project. In January 2012, City issued a Request for Proposals
("RFP") for development of a boutique hotel on the Property.
B. Developer responded to the RFP with a proposal to develop and construct a 154
room hotel project, as more particularly described on Exhibit B (the "Project").
C. On February 28, 2013, the City entered into an Exclusive Right to Negotiate
Agreement (the "ENA") for the purchase of the Property and development of the Project by the
Developer.
D. Pursuant to the ENA, Developer desires to acquire the Property and develop,
construct and operate thereon the Project.
E. SARDA desires to sell the Property to the Developer on thc terms and conditions
set forth herein.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
Section 1.1 Definitions. The following terms as used in this Agreement shall have the
meanings given unless expressly provided to the contrary:
1.1.1 Agreement means this Disposition Agreement.
1.1.2 Approved Exceptions has the meaning defined in Section 2.5.1.
1.1.3 City means the City of Palm Desert, a municipal corporation, exercising
governmental functions and powers, and organized and existing under thc laws of the State of
CONTRACT NO. SA33850
California. The principal office of the City is located at 73-510 Fred Waring Drive, Palm Desert.
California 92260.
1.1.4 Closing has thc meaning defined in Section 2.3.2.
1.1.5 Closing Date means the date upon which SARDA by grant deed shall
convey title to the Property to the Developer and such grant deed is recorded in the Official
Records of the County of Riverside.
1.1.6 Developer means El Paseo Hotel, LLC, a California limited liability
company. The principal office for Developer is 3941 Park Drive, Suite 20-308, El Dorado Hills,
CA 95762.
1.1.7 Development Agreement means that certain Development Agreement
dated July 10, 2008, between the City and Larkspur Associates, LLC, a California limited
liability company ("Larkspur"), and recorded as Document No. 2008-0419294 in the Official
Records of Riverside County, California, as amended by that certain [First Amendment to
Development Agreement] dated as of , 2015, between the City and the Developer,
as assignee of Larkspur.
1.1.8 Escrow has the meaning defined in Section 2.3.1.
1.1.9 Escrow Holder means First American Title Co. The principal office for
the Escrow Holder for purposes of this Agreement is Located at 1610 Arden Way, Sacramento,
CA 95815.
1.1.10 Four -Star Hotel means a hotel where either of the following shall apply:
(1) the hotel has or will meet the requirements of a brand included within the "Luxury" or
"Upscale" segments as defined by J.D. Power and Associates; or (2) the hotel satisfies or will
satisfy the published requirements sufficient for a ranking of no less than four (4) stars in the
most recent annual awards list published by AAA or Mobil Travel Guides.
1.1.11 Grant Deed has the meaning defined in Section 2.5.2.
1.1.12 Hazardous Materials means any chemical, material or substance now or
hereafter defined as or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "pollutant or contaminant," "imminently hazardous chemical substance or mixture,"
"hazardous air pollutant," "toxic pollutant," or words of similar import under any local, state or
federal law or under the regulations adopted or publications promulgated pursuant thereto
applicable to the Property, including, without limitation: the Comprehensive Environmental
Response. Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq. ("CERCLA"); the
Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; and the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq. The term "Hazardous
Materials" shall also include any of thc following: any and all toxic or hazardous substances,
materials or wastes listed in the United States Department of Transportation Table (49 CFR
172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302)
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CONTRACT NO. SA33850
and in any and all amendments thereto in effect as of the date of the close of any escrow; oil,
petroleum, petroleum products (including, without limitation, crude oil or any fraction thereo#),
natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not
otherwise designated as a hazardous substance under CERCLA; any substance which is toxic,
explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special
nuclear or by-product material as defined at 42 U.S.C. § 2011, et seg.), carcinogenic, mutagenic,
or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in
any form; urea formaldehyde foam insulation; transformers or other equipment which contain
dielectric fluid containing levels of polychlorinated biphenyl's; radon gas; or any other chemical,
material or substance (i) which poses a hazard to the Property, to adjacent properties, or to
persons on or about the Property, (ii) which causes the Property to be in violation of any of the
aforementioned laws or regulations, or (iii) the presence of which on or in the Property requires
investigation, reporting or remediation under any such laws or regulations.
1.1.13 Improvements means the improvements to be constructed on the
Property in accordance with the Plans and Specifications.
1.1.14 Outside Date has the meaning defined in Section 2.3.2.
1.1.15 Party means any party to this Agreement. The "Parties" shall be all
parties to this Agreement.
1.1.16 Permits means any and all permits required by any governmental agency
for the construction of the Improvements on the Property, including without limitation, any
building permit. demolition permit, site work permit, landscaping permit and/or underground
utility permit.
1.1.17 Plans and Specifications means the plans and specifications approved (or
deemed approved) by the City for construction of the Improvements.
1.1.18 Project means the development and construction of a 154 room hotel on
the Property, as more particularly described on Exhibit B hereto.
1.1.19 Property has the meaning defined in Exhibit A.
1.1.20 Purchase Price has the meaning defined in Section 2.1.
1.1.21 Released Parties has the meaning defined in Section 2.8.
1.1.22 SARDA means the Successor Agency of the Palm Desert
Redevelopment Agency, a public entity.
1.1.23 Title Company has the meaning defined in Section 2.5.3.
1.1.24 Title Report has the meaning defined in Section 2.5.1.
1.1.25 Transaction Costs means all attomey's fees, staff time, appraisal costs,
and costs of financial advisors and other consultants incurred by either Party.
3
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CONTRACT NO. SA33850
ARTICLE 2. PURCHASE AND SALE OF THE PROPERTY
Section 2.1 Purchase and Sale. SARDA agrees to sell the Property to the Developer, and the
Developer agrees to purchase the Property from SARDA, for the sum of Two Million, Two
Hundred Thousand Dollars ($2,200,000) (the "Purchase Price"). The Purchase Price shall be
paid in cash on the Closing Date.
Section 2.2 Payment of Purchase Price. Prior to the Close of Escrow, Developer shall deposit
or cause to be deposited with Escrow Holder, by a certified or bank cashier's check made
payable to Escrow Holder or a confirmed federal wire transfer of funds, the Purchase Price, plus
an amount sufficient to pay all other fees and expenses payable by Developer hereunder.
Section 2.3 Escrow.
2.3.1 Opening of Escrow. Within five (5) days after the Parties' full execution
hereof, the Developer and SARDA shall open an escrow (the "Escrow") with the Escrow Holder
for the transfer of the Property to the Developer. The Parties shall deposit with the Escrow
Holder a fully executed duplicate original of this Agreement, which shall serve as the escrow
instructions (which may be supplemented in writing by mutual agreement of the Parties) for the
Escrow. The Escrow Holder is authorized to act under this Agreement, and to carry out its duties
as the Escrow Holder hereunder.
2.3.2 Close of Escrow. "Close of Escrow" or "Closing" means the date
Escrow Holder causes the Grant Deed (as hereinafter defined) to be recorded in the Official
Records of the County of Riverside and delivers the Purchase Price (less any escrow or other
costs payable by SARDA) to SARDA. Close of Escrow shall occur before the date that is June
1, 2015 (Litl days after the Effective Date (the "Outside Date"). If for any reason other than a
default by SARDA or Developer the Closing does not occur on or before the Outside Date, as it
may be extended as herein provided, this Agreement shall automatically terminate and all
documents and monies previously deposited into the Escrow shall be promptly returned to the
appropriate Party and each Party shall pay its portion of any Escrow charges and fees in
connection with such termination. Possession of the Property shall be delivered to the Developer
on the Close of Escrow.
2.3.3 Delivery of Closing Documents. SARDA and Developer agree to
deliver to Escrow Holder, at least two (2) days prior to the Close of Escrow, the following
instruments and documents, the delivery of each of which shall be a condition precedent to the
Close of Escrow:
2.3.3.1 The Grant Deed, duly executed and acknowledged by SARDA,
conveying a fee simple interest in the Property to Developer, subject only to the Approved
Exceptions (as defined in Section 2.5.1);
2.3.3.2 SARDA's affidavit as contemplated by California Revenue and
Taxation Code § 18662;
2.3.3.3 A Certification of Non -Foreign Status signed by SARDA in
accordance with Internal Revenue Code Section 1445; and
4
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CONTRACT NO. SA33850
2.3.3.4 Such proof of SARDA's and Developer's authority and
authorization to enter into this transaction as the Title Company may reasonably require in order
to issue the Fee Title Policy (as hereinafter defined).
SARDA and the Developer further agree to execute such reasonable and
customary additional documents, and such additional escrow instructions, as may be reasonably
required to close the transaction which are the subject of this Agreement pursuant to thc terms of
this Agreement.
Section 2.4 Conditions to Close of Escrow. The obligations of SARDA and Developer to
close the transactions which are the subject of this Agreement shall be subject to the satisfaction
or waiver in writing of each of the following conditions:
2.4.1 For the benefit of SARDA, the Developer shall have deposited the
balance of the Purchase Price, together with such funds as are necessary to pay for costs,
expenses and fees payable by Developer hereunder.
2.4.2 For the benefit of SARDA and the City, the Developer shall have
delivered to SARDA and thc City (i) a copy of an executed commitment letter from a lender,
pursuant to which the lender has committed to finance the construction of the Improvements on
the Property, (ii) evidence satisfactory to SARDA and the City that all conditions to the
Developer's obtaining such financing have been satisfied, (iii) evidence satisfactory to SARDA
and the City that said financing will close concurrently with the Closing, and (iv) evidence
satisfactory to SARDA and the City that the Developer has an amount of equity which, in
addition to the loan proceeds to be available pursuant to such financing, is sufficient to complete
the Project.
2.4.3 For the benefit of SARDA and the City, the Developer has received final
approved Plans and Specifications for the Project, has received all other governmental approvals
as may be necessary for the construction of the Project, and all conditions to the issuance of
building permits for the construction of the Project have been satisfied, excepting only the
payment of any permit fees.
2.4.4 For the benefit of SARDA and the City, the Developer has furnished to
SARDA a copy of a hotel operating agreement with a hotel operator which shall obligate the
operator to operate the hotel as a Four -Star Hotel. and which agreement and hotel operator are
reasonably acceptable to the SARDA and the City.
2.4.5 For the benefit of the Developer, all actions and deliveries to be
undertaken or made by SARDA on or prior to the Closing Date shall have occurred, as
reasonably determined by the Developer.
2.4.6 For the benefit of SARDA and the Developer, the Parties shall have
executed and delivered to Escrow Holder all documents and funds required to be delivered to
Escrow Holder under the terms of this Agreement.
2.4.7 The representations and warranties of SARDA and Developer contained
in this Agreement shall he true and correct in all materials respects as of the Closing Date.
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CONTRACT NO. SA33850
2.4.8 Title Company shall be irrevocably committed to issuing in favor of the
Developer the Fee Title Policy, in form and substance, and with endorsements, reasonably
acceptable to the Developer, all as provided in Section 2.5.3.
2.4.9 For the benefit of the SARDA and the City, the City and Developer shall
have executed and recorded the [First Amendment to Development Agreement]. or
simultaneously with the Close of Escrow will execute and record the [First Amendment to
Development Agreement], which shall permit the development and construction of the
Improvements as contemplated by this Agreement.
2.4.10 For the benefit of SARDA, no event of default by the Developer under the
Development Agreement, or default by the Developer under this Agreement, shall have occurred
and be continuing.
Section 2.5 Condition of Title: Title Insurance.
2.5.1 Prior to Effective Date of this Agreement, Developer was provided a
copy of the Preliminary Title Report dated May 13, 2014 (Order No.614681255) prepared by
Lawyers Title Company (the "Title Report"). All of the exceptions set forth in the Title Report
are deemed to be approved by the Buyer (the "Approved Exceptions").
2.5.2 At the Close of Escrow, the Developer shall receive title to the Property
by grant deed substantially in the form attached hereto as Exhibit C and incorporated herein by
this reference (the "Grant Deed").
2.5.3 At Closing, the Developer shall receive a CLTA Owner's Standard
Coverage Policy of Title Insurance, or, if the Developer so elects, an ALTA Owner's Extended
Coverage Policy of Title Insurance (whichever the Developer so elects, the "Fee Title Policy"),
together with all endorsements requested by the Developer, issued by Lawyers Title Company
("Title Company") in the amount of the Purchase Price, insuring that title to the Property is free
and clear of all liens, easements, covenants, conditions, restrictions, and other encumbrances of
record except (a) current taxes and assessments of record, but not any overdue or delinquent
taxes or assessments, (b) the matters set forth or referenced in the Grant Deed, and (c) the
Approved Exceptions.
Section 2.6 Escrow and Title Charges: Prorations.
2.6.1 The Developer shall pay all documentary transfer taxes, all title
insurance coverage and endorsements premiums, all costs of any survey, and any and all other
usual and customary costs, expense and charges relating to the escrow and conveyance of title to
the Property, including without limitation, recording fees, document preparation charges and
escrow fees. Each party shall be responsible for its own staff and legal Transaction Costs.
2.6.2 All non -delinquent and current installments of real estate and personal
property taxes and any other governmental charges, regular assessments, or impositions against
the Property on the basis of the current fiscal year or calendar year shall be pro -rated as of the
Close of Escrow based on the actual current tax bill. If the Close of Escrow shall occur before
the tax rate is fixed, the apportionment of taxes on the Close of Escrow shall be based on the tax
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rate for the next preceding year applied to the latest assessed valuation after the tax rate is fixed,
which assessed valuation shall be based on the Property's assessed value prior to the Close of
Escrow and SARDA and Developer shall, when the tax rate is fixed, make any necessary
adjustment. All prorations shall he determined on the basis of a 365-day year. Developer will be
liable for all real property taxes and assessments (including any supplemental assessments)
allocable to the Property after the Close of Escrow.
Section 2.7 Due Diligence Period; Access.
2.7.1 Inspections. Prior to the Effective Date of this Agreement, Developer has
been given an opportunity to inspect the Property.
Section 2.8 Condition of the Property. The Property shall be conveyed from SARDA to the
Developer on an "AS IS" condition and basis with all faults and Developer agrees that SARDA
has no obligation to make repairs, replacements or improvements thereto. Except as expressly
and specifically provided in this Agreement, the Developer and anyone claiming by, through or
under the Developer hereby waives its right to recover from and fully and irrevocably releases
SARDA and the SARDA's employees, representatives, agents, advisors, servants, attomeys,
successors and assigns, and all persons, firms, corporations and organizations acting on the
SARDA's behalf (the "Released Parties") from any and all claims, responsibility and/or liability
that thc Developer may now have or hereafter acquire against any of the Released Partics for any
costs, Toss, liability, damage, expenses, demand, action or cause of action arising from or related
to the matters pertaining to the Property described in this Section 2.8. This release includes
claims of which the Developer is presently unaware or which the Developer does not presently
suspect to exist which, if known by the Developer, would materially affect the Developer's
release of the Released Parties. If the Property is not in a condition suitable for the intended use
or uses, then it is the sole responsibility and obligation of the Developer to take such action as
may be necessary to place thc Property in a condition suitable for development of the Project
thereon. Except as specifically provided in this Agreement and without limiting the generality of
the foregoing, SARDA MAKES NO REPRESENTATION OR WARRANTY AS TO (i)
VALUE OF THE PROPERTY; (ii) THE INCOME TO BE DERIVED FROM THE
PROPERTY; (iii) THE HABITABILITY, MARKETABILITY, PROFITABILITY,
MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OF THE PROPERTY; (iv)
THE MANNER, QUALITY, STATE OF REPAIR OR CONDITION OF THE PROPERTY; (v)
THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITII ANY LAWS,
RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY; (vi) COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION OR POLLUTION LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS; (vii) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS
AT, ON, UNDER OR ADJACENT TO THE PROPERTY; (viii) THE FACT THAT ALL OR A
PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE
FAULT LINE; OR (ix) WITH RESPECT TO ANY OTHER MATTER, DEVELOPER
FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND
DOCUMENTATION AFFECTING THE PROPERTY, DEVELOPER IS RELYING SOLELY
ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW OF SUCH
INFORMATION AND DOCUMENTATION AND NOT ON ANY INFORMATION
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PROVIDED OR TO BE PROVIDED BY SARDA. The Developer acknowledges that SARDA
has made all disclosures and provided all notices to the Developer in accordance with Health and
Safety Code Section 25359.7.
DEVELOPER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR
WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION
1542"), WHICH IS SET FORTH BELOW:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR."
BY INITIALING BELOW, DEVELOPER HEREBY WAIVES THE PROVISIONS OF
SECTION 1 542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE
SUBJECT OF THE FOREGOING WAIVERS AND RELEASES.
Developer's Initials
The waivers and releases by Developer herein contained shall survive the Close of Escrow and
the recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon its
recordation.
Section 2.9 Escrow Holder.
2.9.1 Escrow Holder is authorized to:
(a) Pay and charge the Developer for all fees, charges and costs
payable by the Developer under this Article. Before such payments are made, the Escrow
Holder shall notify SARDA and the Developer of the fees, charges, and costs necessary to close
the Escrow;
(b) Pay and charge SARDA for any amounts required to he paid by
SARDA pursuant to Section 2.6 above. Before such payments are made, the Escrow Holder
shall notify SARDA and the Developer of the foes, charges, and costs necessary to close the
Escrow;
(c) Disburse funds and deliver the Grant Deed and other documents to
the Parties entitled thereto when the conditions of the Escrow and this Agreement have been
fulfilled by SARDA and the Developer; and
(d) Record the Grant Deed and any other instruments delivered
through the Escrow, if necessary or proper, to vest title in the Developer in accordance with the
terms and provisions of this Agreement.
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2.9.2 Any amendment of these escrow instructions shall be in writing and
signed by both SARDA and the Developer. At the time of any amendment, Escrow Holder shall
agree to carry out its duties as escrow holder under such amendment.
2.9.3 All communications from the Escrow Holder to SARDA or the
Developer shall be directed to the addresses and in the manner established in Section 4.2 of this
Agreement for notices, demands and communications between SARDA and the Developer.
2.9.4 The liability of the Escrow Holder under this Agreement is limited to
performance of the obligations imposed upon it under this Article, and any amendments hereto
agreed upon by Escrow Holder.
Section 2.10 Additional Instructions. The Parties shall execute appropriate supplemental
escrow instructions, prepared by the Escrow Holder, which are not inconsistent herewith. If
there is any inconsistency between the terms hereof and the terms of the escrow instructions, the
terms hereof shall control unless an intent to amend the terms hereof is expressly stated in such
instructions.
ARTICLE 3. EVENTS OF DEFAULT, REMEDIES AND TERMINATION.
Section 3.1 Default: Remedies.
3.1.1 Generally. In the event of a breach or default under this Agreement by
either Developer or SARDA, prior to the Close of Escrow, the non -defaulting Party shall have
the right to terminate this Agreement by providing thirty (30) days written notice thereof to the
defaulting Party. If such breach or default is not cured within such thirty (30) day period (other
than a failure by SARDA to convey the Property at the Close of Escrow, for which there shall be
no cure period), this Agreement and the Escrow for the purchase and sale of the Property shall
terminate. Such termination of the Escrow by a non -defaulting Party shall be without prejudice
to the non -defaulting Party's rights and remedies against the defaulting Party at law or equity:
provided, however, any action for damages by the Developer shall be limited to the Developer's
out -of pocket costs and expenses hereunder, and shall not include any consequential or special
damages it may suffer including without limitation those related to profits relating to the Project.
In the event of a default under this Agreement after the Close of Escrow, the non -
defaulting Party may seek against the defaulting Party any available remedies at law or equity,
including but not limited to the right to pursue an action for specific performance, but in no event
shall such non -defaulting Party be entitled to receive any consequential or special damages.
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Section 3.2 No Personal Liability. No representative, employee, attorney, agent or consultant
of SARDA shall personally be liable to the Developer, or any successor in interest of the
Developer, in the event of any default or breach by SARDA, or for any amount which may
become due to the Developer, or any successor in interest, on any obligation under the terms of
this Agreement.
Section 3.3 Legal Actions.
3.3.1 Institution of Legal Actions. Any legal actions brought pursuant to this
Agreement must be instituted in either the Superior Court of the County of Riverside, State of
California, or in an appropriate municipal court in that County.
3.3.2 Annlicable Law. The laws of thc State of California shall govern thc
interpretation and enforcement of this Agreement.
Section 3.4 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 or remedies shall not preclude the exercise by it, at the same time
or different times, of any other rights or remedies for the same default or any other default by the
other party.
Section 3.5lnaction Not a Waiver of Default. Except as expressly provided in this Agreement to
the contrary, any failure or delay by either Party in asserting any of its rights and remedies as to
any default shall not operate as a waiver of any default or of any such rights or remedies, or
deprive either such party of its rights to institute and maintain any actions or proceedings which
it may deem necessary to protect, assert or enforce any such rights or remedies.
ARTICLE 4. GENERAL PROVISIONS
Section 4.1 Indemnity.
4.1.1 The Developer shall indemnify, defend, protect, and hold harmless
SARDA and the City and any and all agents, employees, attorneys and representatives of
SARDA and the City, from and against all losses, liabilities, claims, damages (including
consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable
out-of-pocket litigation costs and reasonable attorney's fees) and demands of any nature
whatsoever, related directly or indirectly to. or arising out of or in connection with:
(i)
possession of the Property,
Developer's use, ownership, management, occupancy, or
(ii) any breach or default of the Developer hereunder,
(iii) any of the Developer's activities on the Property (or the activities
of the Developer's agents, employees, lessees, representatives, licensees, guests, invitees,
contractors, subcontractors, or independent contractors on the Property), including without
limitation the construction of any Improvements on the Property,
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(iv) the presence or clean-up of Hazardous Substances on, in or under
the Property to the extent the same was caused by Developer or Developer's affiliates, or,
(v) any other fact, circumstance or event related to the Developer's
performance hereunder, or which may otherwise arise from the Developer's ownership, use,
possession, improvement, operation or disposition of the Property, regardless of whether such
damages, losses and liabilities shall accrue or are discovered before or after termination or
expiration of this Agreement, or before or after the conveyance of the Property.
Developer's indemnity obligations set forth in this section shall not extend to any
damages, losses, or liabilities incurred by SARDA or the City to the extent such losses or
liabilities are caused by or contributed to by the negligent or intentionally wrongful act of
SARDA or the City, as finally determined by a court of competent jurisdiction.
4.1.2 The indemnity obligations described in this Section 4.1 shall survive the
recordation of the Grant Deed and the termination of this Agreement.
Section 4.2 Notices. All notices and demands shall be given in writing by certified mail,
postage prepaid, and return receipt requested, by nationally recognized overnight courier or by
personal delivery. Notices shall be considered given upon the earlier of (a) personal delivery,
(b) three (3) business days following deposit in the United States mail, postage prepaid, certified
or registered, return receipt requested or (c) the next business day after deposit with a nationally
reorganized overnight courier, in each instance addressed to the recipient as set forth below.
Notices shall be addressed as provided below for the respective party; provided that if any party
gives notice in writing of a change of name or address, notices to such party shall thereafter be
given as demanded in that notice:
SARDA:
Developer:
Successor Agency to the Palm Desert Redevelopment
Agency
c/o City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Executive Director
El Paseo Hotel, LLC
3941 Park Drive Suite 20-308
El Dorado Hills, CA 95762
Attention: Robert Leach
Section 4.3 Construction. The Parties agree that each Party and its counsel have reviewed and
revised this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting Party shall not apply in the interpretation of this Agreement or any
amendments or exhibits thereto.
Section 4.4 Developer's Warranties. The Developer warrants and represents to SARDA as
follows:
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4.4.1 The Developer has full power and authority to execute and enter into
this Agreement and to consummate the transactions contemplated hereunder. This Agreement
constitutes the valid and binding agreement of the Developer, enforceable in accordance with its
terms. Neither the execution nor delivery of this Agreement, nor the consummation of the
transactions covered hereby, nor compliance with the terms and provisions hereof, shall conflict
with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under.
any agreement or instrument to which the Developer is a party.
4.4.2 As of the Close of Escrow, the Developer will have inspected the
Property and will be familiar with all aspects of the Property and its condition, and will accept
such condition.
4.4.3 The Developer has not paid or given, and will not pay or give, to any
third person, any money or other consideration for obtaining this Agreement, other than normal
costs of conducting business and costs of professional services such as architects, engineers and
attorneys.
Section 4.5 Interpretation. In this Agreement the neuter gender includes the feminine and
masculine, and singular number includes the plural, and the words "person" and "party" include
corporation, partnership, firm, trust, or association where ever the context so requires.
Section 4.6 Time of the Essence. Time is of the essence of this Agreement.
Section 4.7 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or
declare its rights hereunder, the prevailing Party in any such action shall be entitled to its
reasonable attorneys' fees to be paid by the losing Party as fixed by the court. If SARDA, or the
Developer, without fault, is made a party to any litigation instituted by or against the other Party,
such other Party shall defend it against and save it harmless from all costs and expenses
including reasonable attorney's fees incurred in connection with such litigation.
Section 4.8 Extension of Times of Performance. Nonperformance hereunder by the
Developer shall be excused when performance is prevented or delayed by reason of any of the
following forces reasonably beyond the control of such party: (i) war, insurrection, riot. flood,
severe weather, earthquake, fire, casualty, acts of public enemy, governmental restriction,
litigation, acts or failures to act of any governmental or quasi -governmental agency or entity,
including SARDA, or public utility, or any declarant under any applicable conditions, covenants,
and restrictions affecting the Property, or (ii) inability to secure necessary labor, materials or
tools, strikes, lockouts, delays of any contractor, subcontractor or supplier. In the event of an
occurrence described in clauses (i) and (ii) above, such nonperformance shall be excused and the
time of performance shall be extended by the number of days the matters described in clauses (i)
and (ii) above prevent or delay performance.
Section 4.9Annrovals by SARDA and the Developer. Unless otherwise specifically provided
herein, wherever this Agreement requires SARDA or the Developer to approve any contract,
document, plan, proposal, specification, drawing or other matter, such approval shall not
unreasonably be withheld, conditioned or delayed.
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Section 4.10 Entire Agreement. Waivers and Amendments. This Agreement, together with all
attachments and exhibits hereto, constitutes the entire understanding and agreement of the
Parties. Except as otherwise provided herein, this Agreement integrates all of the terms and
conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous
agreements between the Parties with respect to the subject matter hereof. No subsequent
agreement, representation or promise made by either Party hereto, or by or to any employee,
officer, agent or representative of either Party, shall be of any effect unless it is in writing and
executed by the Party to be bound thereby. No person is authorized to make, and by execution
hereof the Developer and SARDA acknowledge that no person has made, any representation,
warranty, guaranty or promise except as set forth herein; and no agreement, statement,
representation or promise made by any such person which is not contained herein shall be valid
or binding on the Developer or SARDA.
Section 4.11 Severability. Each and every provision of this Agreement is, and shall be
construed to be, a separate and independent covenant and agreement. If any term or provision of
this Agreement or the application thereof shall to any extent be held to be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision to
circumstances other than those to which it is invalid or unenforceable, shall not be affected
hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the
extent permitted by law.
Section 4.12 Survival. Except as otherwise expressly provided herein, the provisions hereof
shall not terminate but rather shall survive any conveyance hereunder and the delivery of all
consideration.
Section 4.13 Representations of SARDA. SARDA warrants and represents to the Developer as
follows:
(a) SARDA has full power and authority to execute and enter into this
Agreement and to consummate the transactions contemplated hereunder. This Agreement
constitutes the valid and binding agreement of SARDA, enforceable in accordance with its
terms. Neither the execution nor delivery of this Agreement, nor the consummation of the
transactions covered hereby, nor compliance with the terms and provisions hereof, shall conflict
with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under,
any agreement or instrument to which SARDA is a party.
(b) The Property is not presently the subject of any condemnation or similar
proceeding, and to SARDA's knowledge, no such condemnation or similar proceeding is
currently threatened or pending.
(c) To SARDA's knowledge, there are no management, service, supply or
maintenance contracts affecting the Property which shall affect the Property on or following the
Close of Escrow.
(e) To SARDA's knowledge, there are no leases affecting the Property.
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(1) SARDA has not received any written notice from any governmental entity
regarding the violation of any law or governmental regulation with respect to the Property except
as may have been disclosed to the Developer.
Section 4.14 Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and all of such counterparts together shall constitute one and
the same instrument.
Section 4.15 Joint and Several Obliization. If the Developer is comprised of more than one
individual or entity, the obligations and liabilities of such individuals or entities under this
Agreement shall be joint and several.
Section 4.16 Third Party Beneficiary. The City is hereby made an express third party
beneficiary of this Agreement.
Section 4.17 Broker's Commission. Developer represents and warrants to SARDA that it has
entered into an agreement under which a brokerage commission is being paid to Worlow &
Associates and due or payable upon close of escrow with respect to the transaction contemplated
hereby. The commission to Worlow & Associates is the sole responsibility of the Developer.
Developer represents no other commissions, finder's fees or other compensation is being paid
regarding the land sale. SARDA represents and warrants to Developer that it has not entered into
any agreement under which a brokerage commission, finder's fee or other compensation would
be due and payable with respect to the transaction contemplated hereby. Each Party hereby
agrees to indemnify, defend, and hold the other harmless from any and all costs (including
reasonable attorney's fees), liabilities and damages incurred by such Party by reason of any
breach or inaccuracy of the representations and warranties contained in this Section 4.17. The
provisions of this Section 4.17 shall survive the Closing.
[Signature Page is Next Page]
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IN WITNESS WHEREOF, the Parties hereto have entered into this agreement as
of the day and year first above written.
"Developer"
EL PASEO HOTEL, LLC, a California limited liability company
By:
Name: / % :- /
Title: — — v /--44d ,e_
"SARDA":
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY
By:
Name: VAN Ci. 1ANNt✓K
Its: CHAIRMAN
15
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STATE OF CALIFORNI
COUNTY OF I 'cc.
On (NAi ' j ) ci befor
}ss.
}
a
notary public, personally appeared A. 4U• who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the
person(s) acted, executed the instrument.
am.
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.
STATE OF CALIFORNIA
COUNTY OF Pt vers,d
}ss.
}
wu►rnhIw HENDERSON
COMM. 120836%
Notary Public • California
El Dorado County
Conn Eaokis Sao U. 20U
(This area for official notarial seal)
On A/6 Z t')1IIFi /`/, oRi , before me, in . 6. Sal )Cht'L
a notary public, personally appeared J?n (- ! f/),)f/- -----
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(') is/ale subscribed to the within instrument and acknowledged to me that
he/sple/t ey executed the same in his/her/tlir authorized capacity(i94), and that by
his/h0r/t eir signature(%) on the instrument the person(O or the entity upon behalf of
which the person(%) acted, executed the instrument.
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.
Signature
1
M. G. SANCHEZ
Commission • 2084254
Notary Public - California
Riverside County
My Comm. Expires Oct 29. 20181
(This area for official notarial seal)
CONTRACT NO. SA33850
Exhibit A
Exhibit B
Exhibit C
LIST OF EXHIBITS
Legal Description of the Property
Project Description
Form of Grant Deed
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
[LEGAL DESCRIPTION TO BE CONFIRMED]
ALL OF LOTS 6 AND 7, A PORTION OF LOT 1 AND A PORTION OF LOT 5 IN BLOCK Q
OF PALM DESERT UNIT NO. 1, AS PER MAP RECORDED IN BOOK 21, PAGES 50 TO 54
INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 7; THENCE ON THE
EASTERLY LINE OF SAID LOT 7 AND ITS SOUTHERLY PROLONGATION, SOUTH
0°08'35" EAST, 400.00 FEET TO THE NORTHERLY LINE OF SHADOW MOUNTAIN
DRIVE, 60.00 FEET WIDE; THENCE ON SAID NORTHERLY LINE, 500 SOUTH 89°44'35"
WEST, 199.96 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET; THENCE
NORTHWESTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 90°06'50", A
DISTANCE OF 31.46 FEET TO THE EASTERLY LINE OF LARKSPUR LANE, 60 FEET
WIDE; THENCE TANGENT TO SAID CURVE AND ON THE EASTERLY LINE, NORTH
00°08'35" WEST, 379.96 FEET TO THE NORTHWEST CORNER OF SAID LOT 7;
THENCE ON THE NORTHERLY LINE OF SAID LOT 7, NORTH 8944'35" EASTER, 62.11
FEET; THENCE LEAVING SAID NORTHERLY LINE, NORTH 66°04'55" EAST, 96.85
FEET; THENCE NORTH 73°15'25" EAST, 36.83 FEET; THENCE SOUTH 13°49'41" EAST,
19.88 FEET; THENCE SOUTH 12°31'53" WEST, 30.76 FEET TO THE AFOREMENTIONED
NORTHERLY LINE OF LOT 7; THENCE ON SAID NORTHERLY LINE, NORTH
89°44'35" EAST, 36.01 FEE TO THE POINT OF BEGINNING.
A-1
CONTRACT NO. SA33850
EXHIBIT B
PROJECT DESCRIPTION
The hotel will consist of the following:
• 154 room boutique hotel with a 4-Star rating
• Restaurant and lounge that serves three daily meals and room service
• Pool and spa
• Ballroom
• Underground parking garage
B- I
CONTRACT NO. SA33850
EXHIBIT C
RECORDING REQUESTED BY:
SUCCESSOR AGENCY OF THE PAI,M
DESERT REDEVELOPMENT AGENCY
Co CITY OF PALM DESERT
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn: City Manager
AND WHEN RECORDED RETURN TO:
El Paseo Hotel, LLC
3941 Park Drive, Suite 20-308
El Dorado Hills, CA 95762
Attention: Robert Leach
(The undersigned Grantor declares that this document is exempt
from Recording Fees pursuant to California Government Code Section 610.?1
APN. 627-262-008
627-262-011
GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES:
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the SUCCESSOR
AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a public entity ("Grantor"),
hereby grants to EL PASEO HOTEL, LLC, a California limited liability company ("Grantee"), that
certain real property described in Exhibit A attached hereto (the "Site") and incorporated herein by this
reference, together with all of Grantor's right, title and interest in and to all easements, privileges and
rights appurtenant to the Site, excepting therefrom any public rights of way or easements.
The Site is conveyed further subject to all easements, rights of way, covenants, conditions,
restrictions, reservations and all other matters of record.
IN WITNESS WIIEREOF, Grantor has caused this Grant Deed to be executed, as of this
day of . 2015.
DATED:
.2015 GRANTOR:
SUCCESSOR AGENCY OF THE PALM
DESERT REDEVELOPMENT AGENCY
By:
Name:
Its:
State of California
County of Riverside
}
}
CONTRACT NO. SA33850
On , before me,
a notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
CONTRACT NO. SA33850
Exhibit A
LEGAL DESCRIPTION
[LEGAL DESCRIPTION TO BE CONFIRMED)
ALL OF LOTS 6 AND 7, A PORTION OF LOT I AND A PORTION OF LOT 5 IN BLOCK Q
OF PALM DESERT UNIT NO. 1, AS PER MAP RECORDED 1N BOOK 21, PAGES 50 TO 54
INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 7; THENCE ON THE
EASTERLY LINE OF SAID LOT 7 AND ITS SOUTHERLY PROLONGATION, SOUTH
0°08'35" EAST, 400.00 FEET TO THE NORTHERLY LINE OF SHADOW MOUNTAIN
DRIVE, 60.00 FEET WIDE; THENCE ON SAID NORTHERLY LINE, 500 SOUTH 89°44'35"
WEST, 199.96 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET; THENCE
NORTHWESTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 90°06'50", A
DISTANCE OF 31.46 FEET TO THE EASTERLY LINE OF LARKSPUR LANE, 60 FEET
WIDE; THENCE TANGENT TO SAID CURVE AND ON THE EASTERLY LINE, NORTH
00°08'35" WEST, 379.96 FEET TO THE NORTHWEST CORNER OF SAID LOT 7;
THENCE ON THE NORTHERLY LINE OF SAID LOT 7, NORTH 8944'35" EASTER, 62.11
FEET; THENCE LEAVING SAID NORTHERLY LINE, NORTH 66°04'55" EAST, 96.85
FEET; THENCE NORTH 73°15'25" EAST, 36.83 FEET; THENCE SOUTH 13°49'41" EAST,
19.88 FEET; THENCE SOUTH 12°31'53" WEST, 30.76 FEET TO THE AFOREMENTIONED
NORTHERLY LINE OF LOT 7; THENCE ON SAID NORTHERLY LINE, NORTH
89°44'35" EAST, 36.01 FEE TO THE POINT OF BEGINNING.