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FIRST AMENDMENT TO THE
SETTLEMENT AND DEVELOPMENT AGREEMENT
by and between
THE CITY OF PALM SPRINGS
and
SELENE PALM SPRINGS, LLC
Dated _____________, 2026
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1 FIRST AMENDMENT TO THE
SETTLEMENT AND DEVELOPMENT AGREEMENT
This First Amendment to the Settlement and Development Agreement (“Agreement”), dated as of ____2026, is entered into by and between the City of Palm Springs (“City”) and Selene Palm Springs, LLC, a California limited liability company (“Developer”). City and Developer may be referred to herein individually as a “Party” or collectively as the “Parties.”
RECITALS
A. Developer acquired that certain approximately 7.8 acre parcel located at the northeast corner of Calle Alvarado and East Amado Road (“Property”), more fully described in Attachment A, from the City under that certain Grant Deed recorded as Document No. 2016- 0367646 (“Grant Deed”) pursuant to the previously entered Purchase and Sale Agreement (A6329), as amended by eleven amendments dated between March of 2014 and April of 2020 (“PSA”); the related Services Agreement, as amended by three amendments dated between March of 2014 and December of 2018 (“SA”); and the Amended and Restated Operations Covenant Agreement No. 6642, recorded as Document No. 2017-0544662 (“Covenants”, together with the PSA and SA, the “Original Development Agreement”) between the City and Developer for the purpose of developing and maintaining a hotel project (“Original Project”) located on the Property.
B.
In 2022, Developer submitted a revised project to the City for entitlement. The Revised Project (“Project”) included the following and is described in greater detail in Scope of Development, Attachment C attached to the Original Settlement Agreement, as defined below, and the Dream Hotel and Condominium Application as approved by the City Council on May 11, 2023:
Between 150-160 Transit Occupancy Tax (“TOT”)
generating hotel rooms.
No less than 28 residential units in the hotel tower which will be short term rental eligible.
These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.
No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.
No less than 24 residential units in the South Villas which will not be short term rental eligible.
C. On May 1, 2023 Parties entered into the Settlement and Development Agreement (“Original Settlement Agreement”) to settle all previous disputes between the Parties and provide a path forward for the development of the Project.
D. Developer has now proposed a revised project (“Revised Project”) of the site which is described in detail in Exhibit “B” and generally includes:
Between 150 – 160 Transit Occupancy Tax (“TOT”) generating hotel rooms. 55575.10036\44644106.3
2 No less than 40 residential units in the hotel tower which will be short term rental eligible. These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.
No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.
No less than 24 residential units in the South Villas which will not be short term rental eligible.
E. Developer has also requested modifications to certain obligations and timing in the Original Settlement Agreement including the Schedule of Performance. The revised Schedule of Performance is attached hereto as Exhibit “C”.
F. In exchange for agreeing to these Project modifications the City requires additional assurances regarding the financing of the Revised Project and other minor modifications to the Original Settlement Agreement.
G. The Parties desire to enter into this First Amendment to the Settlement and Development Agreement to reflect these changes to the Schedule of Performance and obligations of the Parties.
TERMS
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this First Amendment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Section 1. Recitals. The foregoing Recitals are incorporated into and are hereby made a part of this Agreement.
Section 2. Article III, Project Financing, of the Original Settlement Agreement is modified as follows:
Section 3.1 is deleted in its entirety and replaced with:
3.1 Developer shall submit evidence of a finalized financing partnership within 60 days of the Effective Date of this First Amendment. It is acknowledged that Developer has provided confirmation of an engagement with its Financing Advisor who has been engaged to source financing for Project. Developer shall provide written updates to the City every 90 days which shall include, but are limited to 1) status of financing and 2) updated schedule of financing closing; and 3) all relevant information necessary to demonstrate that the financing for the Project is on track to ensure each aspect of the Project will have sufficient funds to satisfy the development Schedule of Performance. Developer shall notify City of the loss of financing or delay in financing that will result in the Schedule of Performance not being attained. Loss of financing or delay in financing that will result in the Schedule of Performance not being attained shall be a Default under this Agreement.
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3 Section 3.3.1, Entitlements, is modified as follows:
3.3.1. Developer presented to City staff and the City Council for review and entitlement the Project (collectively, the “Plans and Specifications”) , approved May 11, 2023. Subsequently, Developer submitted the Revised Project and staff approved that on January 14, 2026. Any further amendments of the Plans and Specifications shall require approval of City Council or relevant City decision-making body. The administrative minor amendment approved by staff in January 2026 was consistent with the previously approved Mitigated Negative Declaration and no additional review under the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. was required. The Developer obtains no right to develop the Project on the Property or any portion of the Property by virtue of this Agreement alone. If any revisions of the Scope of Development are required by a Governmental Agency (other than the City) having jurisdic tion over the Property or the Project, the Developer shall promptly make any such r evisions that are generally consistent with the Scope of Development. Developer will construct the Project in one Phase as described in detail in the Scope of Development.
Section 3.4.3, A, Maintenance Condition of the Property is hereby revised to read::
The Developer for itself, its successors, and assigns, as to all or any part or portion of the Property and/or the Project, covenants, and agrees that:
A. The areas of the Property that are subject to public view (including all existing and future improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean, and orderly condition, ordin ary wear and tear excepted. To that end, Developer is committed to do the following, among other things:
(1) maintenance of the perimeter fence; (2) maintenance of a decorative fence cover throughout the term of preconstruction. Thereafter the maintenance of the fence will be maintained as appropriate for an active construction site consistent with City requirements . ; (3) installation of temporary sensor lighting upon completion of the site work and installation of electricity to the site; (4) installation of CCTV cameras and monitoring on the site, completion of the site work and installation of electricity on the site; (5) explore the feasibility and constructability of landscaping the area immediately in front of the fence on East Amado Road; and (6) operate and maintain a website with informative updates regarding the status of the project including email contact for submitting questions or concerns if there are security or other issues associated with the development which will be staffed during normal business hours. If there is an occurrence of an adverse condition on any area of the exterior of the Property including the fence that is subject to public view in contravention of the general maintenance standard described above, such as graffiti removal, fence covering maintenance, landscape clean -up, and repair of fencing materials (a “Maintenance Deficiency”), then the City shall notify the Developer in writing of such Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within twenty three (23) days of Developer’s receipt of notice of the Maintenance 55575.10036\44644106.3
4 Deficiency, the City shall provide seven (7) day notice of their intent to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency on the Property pursuant to this Section shall become a lien on the Property, as applicable. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the City to the Developer, the City shall have the right to enforce the lien in the manner provided in Section 3.5.3.
Section 3. Effective Date: This First Amendment is dated as first written above for reference purposes only. This First Amendment shall not become effective until the date on which all of the following are true (“Effective Date”): (i) this First Amendment is approved and executed by the appropriate authorities of Developer and delivered to City; (ii) Developer has delivered to City a certified copy of the official action taken by all of the managers or members of the Developer approving this First Amendment, in a form satisfactory to City; (iii) following all legally required notices and hearings, this First Amendment is approved by the City Council; and (iv) this First Amendment is executed by the authorized representatives of City.
Section 4. All other provisions of the Original Settlement Agreement shall remain in full force and effect.
[Signatures on following page]
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S-1
IN WITNESS WHEREOF, each Party has executed this First Amendment to the Settlement and Development Agreement on the date which appears next to the corresponding signature.
I have read the foregoing First Amendment to the Settlement and Development Agreement, understand it, and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences and to be bound by its terms.
Date
SELENE PALM SPRINGS, LLC
By: Calsprings Properties, LLC, Managing
Member
By: Rabinder Pal Singh, Manager
Date
CITY OF PALM SPRINGS
__________________, City Manager
Approved as to form:
Date:
__________________, City Attorney
[Signature Page to Settlement and Development Agreement] 3/2/26
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A-1
ATTACHMENT A
LEGAL DESCRIPTION
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A-2
ATTACHMENT B
REVISED SCOPE OF DEVELOPMENT
The Revised Project (“Project”) includes the following and is described in greater detail in the Dream Hotel and Condominium Application as approved by the City Council on May 11, 2023 and amended by the Director of Planning Services on January 14, 2026:
Between 150-160 Transit Occupancy Tax (“TOT”) generating hotel rooms.
No less than 40 residential units in the hotel tower which will be short term rental eligible. These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.
No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.
No less than 24 residential units in the South Villas which will not be short term rental eligible.
Once constructed, the site will operate as a 4 star or better hotel and shall include the following amenities at a minimum:
Staffed front desk with multiple guest service capability Concierge services
Valet service
Bell services (luggage service)
Provide for breakfast/lunch/dinner service as between 3-4 restaurants. Provide for a bar/lounge (separate or adjoining restaurant)
Room service
Gift shop or sundries available for purchase
Swimming pool and separate whirlpool/hot tub
Food and beverage service available poolside
Desk or similar worktable in each guest room
Multiple electrical outlets and USB ports as appropriate to room design Superior internet speed and capacity available throughout the property (multiple routers with consistent signal strength).
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A-3
Safe in each guest room.
Laundry/dry cleaning service available to guests
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A-4
ATTACHMENT C SCHEDULE OF PERFORMANCE [summarized below and attached] Action Date Action to be Completed By Site monitoring1 Daily until start of construction Complete Value Engineering COMPLETE First Community Meeting & Webpage23 COMPLETE Financing Partnership Notification to City COMPLETE Site clean up4 ONGOING Tree Removal COMPLETE Fence improvements Daily until start of construction Construction Drawings Submitted to City at 80% March 31, 2026 Site Investigative Work Begins March 30, 2026 Complete Model Room April 30, 20265 Site Remediation Start April 30, 2026 1 Ongoing site oversight and monitoring; fence repairs and site landscape maintenance to occur perpetually and with seven days of notification or awareness. 2 Developer shall host neighborhood in-person meeting starting November 13 and thereafter once every month until start of construction at the Developer’s sole expense. 3 Developer shall create project webpage that links to a project webpage that provides periodic updates and includes community notification of the next community meeting as well as an email for use in future communications including a project newsletter. 4 Developer commits to continued ongoing cooperation with the City in adding community mitigation efforts as mutually agreed upon prior to construction 5 The Model Room will be offsite in a warehouse. 55575.10036\44644106.3
A-5
GMP Guaranteed Maximum Price July 30, 2026 Financing Complete September 30, 2026 Construction Start October 1, 2026 Construction Complete December 30, 2028 Opening December 31, 2028