HomeMy WebLinkAboutORD. No. 1135 ORDINANCE NO. 1135
A ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT,
CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT AMENDING
DEVELOPMENT AGREEMENT 96-1 AS IT RELATES TO A 280 TIMESHARE
DEVELOPMENT, 215 CURRENTLY ENTITLED UNDER THE EXISTING DA.
CASE NO. DA 06-03 AS IT RELATES TO CASE NOS. PP/CUP 06-17 AND
1T 35426:
WHEREAS, the Planning Commission by its Resolution No. 2435 has recommended
approval of Case No. DA 06-03; and
WHEREAS, at said public hearings, said City Council heard and considered all
testimony and arguments of all interested persons.
WHEREAS, the City Council of the City of Palm Desert, California, DOES HEREBY
ORDAIN, AS FOLLOWS:
SECTION 1: That the Development Agreement 06-03 by Ordinance No. is
hereby approved.
SECTION 2: The City Clerk of the City of Palm Desert, California, shall certify to the
passage adoption of this Ordinance and shall cause the same to be published once in the
Desert Sun, a newspaper of general circulation, circulated within the City of Palm Desert, and
the same be in full force and effect thirty (30) days after its adoption.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Palm Desert
City Council, held on this 22"d day of March, 2007, by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
RICHARD KELLY, Mayor
ATTEST:
RACHELLE KLASSEN, City Clerk
City of Palm Desert, California
AMENDMENT TO DEVF,LOPMENT AGREEMENT
THIS AMENDMENT TO DEVELOPMENT AGREEMENT ("Amendment"),
dated as of , 2007 ("Effective Date") is entered into by and between the CITY
OF PALM DESERT, a municipal corporation (the "City") and WVC RANCHO
MIRAGE, INC., a Delaware corporation ("Starwood").
RECITALS
This Amendment is entercd into with reference to the following facts:
A. City and Intrawest Resort Ownership Corporation, a corporation organized
and existing under the laws of the Province of British Columbia, Canada ("IROC"),
entered into a Development Agreement dated February 27, 1997 (the "DA"), which DA
was recorded on August 29, 1997 as instrument number 315819 in the official records of
the County Recorder for the County of Riverside, California;
B. The DA provided IROC with a vcsted right to develop certain real property in
the City of Palm Desert ("1ROC Property") as a resort club and time shares (the
"Intrawest Project");
C. On or about October 12, 1998, IROC assigned and conveyed to Resort
Ventures, L.P., a California limited partnership ("RV") all of IROC's rights, title, interest
and obligations under and to the DA and all related project documents.
D. On or about June 26, 2006, RV sold to Starwood all of its rights, title and
interest in and to that portion of IROC Property described on Exhibit "A" attached hereto
and incorporated herein by this refcrence (the "Starwood Property"), and the City gave its
consent to the transfer from RV to Starwood of any and all rights and obligations under
the tcnns of the DA to the extent tha� such rights and/or obligations arise from ownership
of tllc Starwood Property.
E. On or about June 2G, 200G, Starwood applied for and the City approved a
conceptual master plan (hereinafter the "Starwood Master Plan") which provides for the
develo�ment of 280 two-bedroom lockoff time share units in 18 two, and three buildings
and a one-story sales/clubhouse facility of approximately 38,000 square feet, along with
recreational amenities (hereinafter collectively referred to as the "Starwood Project").
F. City and Starwood now desire to amend to DA as it relates to the
Starwood Property only, in the manner provided herein.
G. City has given notice of its intention to adopt this proposed Amendment,
has conducted public hearings thereon pursuant to Government Code Section 65867 and
Palm Desert Municipal Code Ordinances Nos. 341 and 589, has taken action in
accordance with the California Environmental Quality Act, and has found that the
provisions of this Amendment and its purposes are consistent with the objectives,
policies, general land uses and programs specified in the City's General Plan and any
applicable specific plan.
H The City, by electing to enter into this Amendment acknowledges that the
obligations of the City hereunder shall survivc beyond the terms of thc present City
Council members of the City, and that such action will serve to bind City and future
Councils to the obligations thercby undertaken.
1 This Amendinent and the consent of Starwood to each of its terms and
conditions will eliminate uncertainty in planning a�id provide for the orderly development
of the Starwood Property, eliminate uncertainty about the validity of exactions imposed
by the City, and generally serve the public interest.
AGRFEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual
covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. As they relate to the Stan��ood Property, all references in the DA to the
"Developer" shall be references to WVC Rancho Mirage, inc., a Delaware corporation .
2. As they relate to tlle Starwood Property, all references in the DA to the
"Dcvelopment Plan" shall mean the Current Developmcnt Approvals and the Current
Laiid Use Regulations which control development of the Starwood Property and the
description of ihe Siarwood Project as set forth in the Starwood Conceptual Master Plan.
3. As they relate to the Star�vood Property, all refercnces in thc DA to the
"Project" shall mean the Starwood Project as described herein and in the Starwood
Conceptual Master Plan.
4. T11e fifteen-year Tern� of DA 96-] dated 27 February 1997 as described in
section 5 thereof, as it relates to the Starwood Property only, is hereby extended for an
additional four(4) years bcyond the term set forth in said section 5 of DA 96-1.
5. Subject to ihe ierms, conditions and covenants of the DA, as amended
hereby, and for the term of the DA as amended hereby, Starwood has a vested right to
dcvelop the Starwood Property in accordance with the Current Land Use Regulations and
the Starwood Conceptual Master Plan.
6. "T'he Starwood Project implements a land use plan for which a
was prepared and certified as City of Palm Desert Resolution
on , and therefore, the provisions of the California
Environmental Quality Act have been met and satisficd.
7. Except as specifically amcnded by this Amendment, the DA shall remain
in fi�ll force and effect in accordance �vith its original tern�s and conditions, which are
t�ereby restated and incorporated herein by reference. The foregoing notwithstanding,
Staitivood's obligations under the terms of the DA, as amended hereby shall be limited to
those obligations whicll arise from or are related to the ownership and/or development of
the Starwood Property only, and Starwood shall have no responsibility or liability for
obligations arising under the DA which arise from or relate to any portion of the IROC
Property not contained within the boundaries of the Starwood Property. Nothing
containcd herein shall be deemed to make RV and Starwood jointly and severally liable
for their respective obligations under the DA as amended by this Amendment, but rather,
RV and Starwood shall be liable for their respective and/or proportionate share of the
liabilities and obligations as set forth hercin, and a brcach of this DA by one of said
parties shall noi constitute a breach hercof by the other said party.
8. Miscellaneous.
8.1 Noticcs. For purposc of giving noticcs and demands to Starwood in
the manner provided in Section 20 of the DA, all such notices shall be addressed to
Stai��ood as provided bclow:
WVC Rancho Mirage, Inc.
8803 Vistana Center Drivc
Orlando, FL 32821
ATTN: General Counsel & Jorgc Boonc
8.2 Bindin� Effect. This Amendment shall bind and benefit the hcirs,
successors, and assigns of Starwood and the City, respectively.
8.3 No Waiver. Nonc of the tenns or provisions of this Amendment ►nay
be waivcd, altered, modified, limited, or ame�lded except by an agreement expressly
re(erring hereto and to which the parties to be bound consent in writing.
8.4 Governin� Law. T11is Amendment shail be governed by the laws of
thc State of California.
8.5 Reliance on Counsel/Entire A,�reement. ln executing tllis
Amendment, no Party has relied on any inducements, promises, or representations by any
other Party or its attorney, other than those set out in this Amendment. This instrument
constitutcs the entire, integrated understanding of the Parties with respect to the subject
matter contained herein, and there are no oiher prior or contemporaneous oral or written
a�reements or understandings except as expressly set forth herein.
8.G Severabilitv. Each ai�d every provision of this Amendment is and
shall be construed as a separate and independent covenant and agreement. If any term or
provision of this Amendment or the applicatio�l thereor shall to any extent be held to bc
invalid or unenforceable, the remainder of this Amendment, or the application of such
tern� or provision to circumstances other than tliosc to which it is invalid or
tmenforceable, shall not be affected hereby, and each term and provision of this
�mendment shall be valid and shall be cnforced to the extent pern�itted by law.
8.7 No Default/Waiver of Default. City acknowledges and agrees that as
of the date hereof (i) they hereby waive any default under the DA which could affcct
Stanuood, the Starwood Property or any of the obligations assumed hereunder by
Starwood, and (ii) except as referenced in (i) above the City is presently not in default
wlder the DA in any manner that would affect Starwood, the Starwood Property or any of
the obligations assumed hereunder by Starwood, nor does any circumstance exist as of
the date hereof which, with the giving of notice and/or the passage of time, would
constitute such a default.
8.8 Execution in Countemarts. This Amendment may be executed in two
or more counterparts, each of which shall be an original, but all of which shall constitute
one and the same instrument.
lN WITNE5S WHEREOF, the parties hereto have entered into this Amendment
as of the day and year first written above.
"STARWOOD"
WVC RANCHO MIRAGE, INC.,
A Delaware corporation
By:
Its:
By:
[ts:
"CITY"
CIY OF PALM DESERT, a municipal corporation
By:
Mayor
ATTEST:
City Clerk
S'Cn"I'[:OF C:ALIFORNIA )
)ss
COUN"I�Y OF RIVERSIDE )
Oii _ , before me, the undersigned, a '.�otary Public in and for said State, personally
appeared (known to me or proved to me on the basis of satisfactory evidence)to
be the person(s) whose name(s) is/are subscribed to the �vithin instrument and acknowledged that
helsheithey executed the same in his/her/their autliorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s) or the entity upon beha]f of which the person(s) acted, executed ihe
instrument.
VdIT\ESS my hand and official seal.
S'1'A"I'E OF C1lLIFORNIA )
)ss
C'OL;NTY OF RIVERSIDE )
(>n , before me, the undersi�ned, a Notary Yublic in and for said State, personally
appcared__ _(known to ine or 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 that
he/sheithey 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 thc
instrument.
�VITI�LSS my hand and of�cial seal.
EXHIBIT A
LEGAL DESCRIPTION OF STARWOOD PROPERTY