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Home My WebLink AboutOB-127RESOLUTION 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 Califomia 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 First Amendment to the Disposition Agreement with El Paseo Hotel. 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 First Amendment to the Disposition Agreement and 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 1st day of June, 2015. AYES: BUCK, CARVER, KINNAMON, LARSON, RODRIGUEZ, and SPIEGEL NOES: NONE ABSENT: JONATHAN ABSTAIN: NONE ATTEST: R ` HELLE D. KLASSE , SECRETARY OVERSIGHT BOARD OF THE SUCCESS S AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY -3- RESOLUTION NO. OB-127 [THIS PAGE LEFT INTENTIONALLY BLANK.] RESOLUTION NO. OB-127 CONTRACT NO. SA33850 FIRST AMENDMENT TO DISPOSITION AGREEMENT This 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. SA33850 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\9775724.1 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 72500.00758\9775724.1 RESOLUTION NO. OB-127 [THIS PAGE LEFT INTENTIONALLY BLANK.]