Loading...
2017 SR Dev Co - Escrow Opening DocsFidelity National Title Company 4370 La Jolla Village Dr., Suite 240, San Diego, CA 92122 Phone: (858) 597-2090 • Fax: (858) 597-2097 Seller(s): CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY AND Buyer(s): SILVERROCK DEVELOPMENT COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATE: April 28, 2017 RE: CONDITIONS OF ACCEPTANCE OF ESCROW AGENCY ESCROW NO: 25006562-005-SM1 ESCROW OFFICER: Samantha Maestas TO ALL PARTIES: Fidelity National Title Company is in receipt of that certain Purchase, Sale and Development Agreement (hereinafter referred to as "Agreement"), dated November 19, 2014 by and between City of La Quinta, a California municipal corporation and charter city (hereinafter referred to as "Seller") and SilverRock Development Company, LLC, a Delaware limited liability company (hereinafter referred to as "Buyer") and hereby agrees to: A. Accept the herein above -referenced Agreement under our Escrow No. 25006562-005-SM1 and be Escrow Holder under said instructions; and B. Be bound by said instructions in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under any amendment to said instructions unless and until the same be executed by all parties. C. THIS ACCEPTANCE OF ANY AGENCY AS ESCROW HOLDER IS FURTHER CONDITIONED ON THE FOLLOWING: 1. Escrow Holder's General Provisions and Additional Provisions are attached hereto and made a part hereof by this reference; 2. Escrow Holder shall not be required to determine default of any party and reserves the right to require mutual disbursement instructions in the event such disbursement is to be made pursuant to termination of escrow or liquidated damage provision contained in said Agreement; 3. Escrow Holder reserves the right to require the parties to deliver written approval, satisfaction or waiver of all conditions precedent to (a) any release of funds and/or (b) close of this escrow; 4. Any provisions for release (payment) of funds prior to the close of this escrow is made with knowledge of the condition(s) of escrow and title to the property that is the subject of this escrow. The Escrow Holder shall have no responsibility or liability except compliance with any such release (payment) instruction and any payment so made is without recourse upon Fidelity National Title Company; 5. All parties understand that Fidelity National Title Company may not be able to provide underwriting approval with regard to issuance of policy(ies) of title insurance requested herein without a reasonable period of time to review all requirements and documentation supporting same. This review will require a minimum of three working days. Copies of draft documentation will be accepted to commence underwriting approval process; 6. Buyer shall furnish Escrow Holder with a completed Preliminary Change of Ownership report required by the County Assessor, to be attached to the Grant Deed recording herein. If Escrow Holder is not in receipt of said form prior to the close of this escrow, or if said form is not completed or acceptable to the County Recorder, buyer agrees to pay an additional recording fee of $20.00 through, and, at the closing of this escrow. 7. Chapter 598, Statutes of 1989, effective January 1, 1990 mandates certain hold periods for any type of check (including Cashiers Checks) being deposited in this escrow prior to disbursement being able to Wrap Escrow Instructions Printed: 1/1/0001 12:00 AM by SM1 WRAPEILTR (DSI Rev. 03/22/17) Page 1 Escrow No.: 25006562-005-SM1 take place. Delays in closing and/or delays in release of funds prior to closing will occur if funds by other than a bank wire. Our wire instructions are as follows: CIT Bank, N.A. 2450 Broadway Avenue, Santa Monica, CA 90404 ABA: 322270288 ACCT: 1852010163 CREDIT: Fidelity National Title Company ESCROW NO.: 25006562-005-SM1 In the event Escrow Holder is requested to transmit funds by wire transfer, provided that funds are wired in accordance with written instructions, Fidelity National Title Company shall not be liable for any act or omission of any financial institution or any other person, nor shall Fidelity National Title Company have any liability for loss of funds or interest thereon. Should Fidelity National Title Company fail to follow said written instructions then, in no event will damages exceed interest at a rate equal to Fed Funds rate, adjusted daily, for the number of days that such funds are unavailable. Fidelity National Title Company SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT WHETHER THE LIKELIHOOD OF SUCH DAMAGE WAS KNOWN TO Fidelity National Title Company. The undersigned shall indemnify and hold harmless Fidelity National Title Company, its successors or assigns, from any loss, liability and costs incurred as a result of any incorrect information supplied. 8. Facsimile/Electronic Signature: Escrow Holder is hereby authorized and instructed that, in the event any party utilizes electronic or "facsimile" transmitted signed documents or instructions to Escrow Holder, you are to rely on the same for all escrow instruction purposes and the closing of escrow as if they bore original signatures. 9. Parties to this transaction are aware and understand that as a result of the passage of the Tax Reform Act of 1986, which added section 6045(e) to the Internal Revenue Code, the closing of this transaction will be delayed in the event Seller(s) to this escrow should refuse to remit to Escrow Agent/Holder, prior to the close of escrow, "Seller's Certification of Compliance with Real Estate Reporting Requirements," with all necessary information fully completed and duly executed. 10. Parties to this transaction understand that in accordance with Sections 18662 of the Revenue and Taxation Code, Escrow Holder will be providing the Parties with the required NOTICE OF TAX WITHHOLDING REQUIREMENTS, and the closing of this transaction will be delayed in the event any party to this escrow should refuse to remit to Escrow Holder, prior to closing, their written acknowledgement of receipt of said Notice. 11. Escrow Holder shall not be concerned with, or liable for payment, adjustment or proration of, supplemental taxes assessed pursuant to Chapter 498, Statutes of 1983, State of California, unless specifically reflected on the Tax Assessor's rolls. All assessments not shown on the tax rolls are to be adjusted outside of escrow. The title policy will contain an exception for the lien of any assessment of Supplemental Taxes assessed pursuant to Chapter 498, Statutes of 1983. 12. For your information, Fidelity National Title Company is licensed by the California Department of Insurance. 13. In the event Escrow Holder is to deposit any funds into an interest bearing account at Bank of America, at the rate offered at time of investment (s), depositing party will place into escrow a completed W-9 form to meet bank's investment requirements prior to deposit of funds, and parties are further aware that a charge of $50.00 will be assessed for the opening of said account. 14. For clarification purposes only, items stated below in agreement are of no concern to escrow holder, and escrow is released of any further liability and/or responsibility with same: 1. Property reports and disclosures shall not be required to pass through escrow. If it is deemed necessary by Escrow Holder, Sellers and Buyers herein authorize and instruct Escrow Holder to release funds from Buyers deposit to cover the costs of appraisal, credit report, demands, association documents, Wrap Escrow Instructions Printed: 1/1/0001 12:00 AM by SM1 WRAPEILTR (DSI Rev. 03/22/17) Page 2 Escrow No.: 25006562-005-SM1 overnight delivery or any other charge to complete the closing of this escrow. Buyer and Seller are aware that funds may be released prior to the close of this escrow and are nonrefundable. The Escrow Fee payable upon close of this escrow is to be divided between the parties as provided in the Agreement. We appreciate this opportunity to serve you. Please notify us immediately in the event there are changes in terms, documentation or time periods set forth. The signatures of the Buyers and Sellers below will constitute their acceptance of these conditions. Wrap Escrow Instructions Printed: 1/1/0001 12:00 AM by SM1 WRAPEILTR (DSI Rev. 03/22/17) Page 3 Escrow No.: 25006562-005-SM1 GENERAL PROVISIONS 1. DEPOSIT OF FUNDS The law dealing with the disbursement of funds requires that all funds be available for withdrawal as a matter of right by the title entity's escrow and/or sub escrow account prior to disbursement of any funds. Only wire -transferred funds can be given immediate availability upon deposit. Cashier's checks, teller's checks and Certified checks may be available one business day after deposit. All other funds such as personal, corporate or partnership checks and drafts are subject to mandatory holding periods which may cause material delays in disbursement of funds in this escrow. In order to avoid delays, all fundings should be wire transferred. Outgoing wire transfers will not be authorized until confirmation of the respective incoming wire transfer or of availability of deposited checks. Deposit of funds into general escrow trust account unless instructed otherwise. You may instruct Escrow Holder to deposit your funds into an interest bearing account by signing and returning the "Escrow Instructions - Interest Bearing Account", which has been provided to you. If you do not so instruct us, then all funds received in this escrow shall be deposited with other escrow funds in one or more general escrow trust accounts, which include both non-interest bearing demand accounts and other depository accounts of Escrow Holder, in any state or national bank or savings and loan association insured by the Federal Deposit Insurance Corporation (the "depository institutions") and may be transferred to any other such escrow trust accounts of Escrow Holder or one of its affiliates, either within or outside the State of California. A general escrow trust account is restricted and protected against claims by third parties and creditors of Escrow Holder and its affiliates. Receipt of benefits by Escrow Holder and affiliates. The parties to this escrow acknowledge that the maintenance of such general escrow trust accounts with some depository institutions may result in Escrow Holder or its affiliates being provided with an array of bank services, accommodations or other benefits by the depository institution. Some or all of these benefits may be considered interest due you under California Insurance Code Section 12413.5. Escrow Holder or its affiliates also may elect to enter into other business transactions with or obtain loans for investment or other purposes from the depository institution. All such services, accommodations, and other benefits shall accrue to Escrow Holder or its affiliates and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of such services, accommodations, interest or other benefits. Said funds will not earn interest unless the instructions otherwise specifically state that funds shall be deposited in an interest-bearing account. All disbursements shall be made by check of Fidelity National Title Company. The principals to this escrow are hereby notified that the funds deposited herein are insured only to the limit provided by the Federal Deposit Insurance Corporation. Any instruction for bank wire will provide reasonable time or notice for Escrow Holder's compliance with such instruction. Escrow Holder's sole duty and responsibility shall be to place said wire transfer instructions with its wiring bank upon confirmation of (1) satisfaction of conditions precedent or (2) document recordation at close of escrow. Escrow Holder will NOT be held responsible for lost interest due to wire delays caused by any bank or the Federal Reserve System, and recommends that all parties make themselves aware of banking regulations with regard to placement of wires. In the event there is insufficient time to place a wire upon any such confirmation or the wires have closed for the day, the parties agree to provide written instructions for an alternative method of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION, FUNDS WILL BE HELD IN TRUST IN A NON-INTEREST BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE PLACEMENT. 2. PRORATIONS AND ADJUSTMENTS All prorations and/or adjustments called for in this escrow are to be made on the basis of a thirty (30) day month unless otherwise instructed in writing. You are to use information contained on last available tax statement, rental statement as provided by the Seller, beneficiary's statement and fire insurance policy delivered into escrow for the prorations provided for herein. 3. SUPPLEMENTAL TAXES The within described property may be subject to supplemental real property taxes due to the change of ownership taking place through this or a previous escrow transaction. Any supplemental real property taxes arising as a result of the transfer of the property to Buyer shall be the sole responsibility of Buyer and any supplemental real property taxes arising prior to the closing date shall be the sole responsibility of the Seller. TAX BILLS OR REFUNDS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. 4. UTILITIES/POSSESSION Transfer of utilities and possession of the premises are to be settled by the parties directly and outside escrow. 5. PREPARATION AND RECORDATION OF INSTRUMENTS Escrow Holder is authorized to prepare, obtain, record and deliver the necessary instruments to carry out the terms and conditions of this escrow and to order the policy of title insurance to be issued at close of escrow as called for in these instructions. Close of escrow shall mean the date instruments are recorded. 6. AUTHORIZATION TO FURNISH COPIES You are authorized to furnish copies of these instructions, supplements, amendments, notices of cancellation and closing statements, to the Real Estate Broker(s) and Lender(s) named in this escrow. 7. RIGHT OF CANCELLATION Any principal instructing you to cancel this escrow shall file notice of cancellation in your office in writing. You shall, within two (2) working days thereafter, deliver, one copy of such notice to each of the other principals at the addresses stated in this escrow. UNLESS General Provisions Printed: 1/1/0001 12:00 AM by SM1 E1000076 (DSI Rev. 1/6/17) Page 4 Escrow No.: 25006562-005-SM1 WRITTEN OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A PRINCIPAL WITHIN TEN (10) DAYS AFTER DATE OF SUCH DELIVERY, YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION CHARGES. If written objection is filed, you are authorized to hold all money and instruments in this escrow and take no further action until otherwise directed, either by the principals' mutual written instructions, or by final order of a court of competent jurisdiction. 8. PERSONAL PROPERTY No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. By signing these General Provisions, the parties to the escrow hereby acknowledge that they are indemnifying the Escrow Holder against any and all matters relating to any "Bulk Sales" requirements, and instruct Escrow Agent to proceed with the closing of escrow without any consideration of matter of any nature whatsoever regarding "Bulk Sales" being handled through escrow. 9. RIGHT OF RESIGNATION Escrow Holder has the right to resign upon ten (10) days written notice delivered to the principals herein. If such right is exercised, all funds and documents shall be returned to the party who deposited them and Escrow Holder shall have no liability hereunder. 10. AUTHORIZATION TO EXECUTE ASSIGNMENT OF HAZARD INSURANCE POLICIES Either Buyer, Seller and/or Lender may hand you the insurance agent's name and insurance policy information, and you are to execute, on behalf of the principals hereto, form assignments of interest in any insurance policy (other than title insurance) called for in this escrow, forward assignment and policy to the insurance agent, requesting that the insurer consent to such transfer and/or attach a loss payable clause and/or such other endorsements as may be required, and forward such policy(s) to the principals entitled thereto. It is not your responsibility to verify the information handed you or the assignability of said insurance. Your sole duty is to forward said request to insurance agent at close of escrow. Further, there shall be no responsibility upon the part of Escrow Holder to renew hazard insurance policy(s) upon expiration or otherwise keep it in force either during or subsequent to the close of escrow. Cancellation of any existing hazard insurance policies is to be handled directly by the principals, and outside of escrow. 11. ACTION IN INTERPLEADER The principals hereto expressly agree that you, as Escrow Holder, have the absolute right at your election to file an action in interpleader requiring the principals to answer and litigate their several claims and rights among themselves and you are authorized to deposit with the clerk of the court all documents and funds held in this escrow. In the event such action is filed, the principals jointly and severally agree to pay your cancellation charges and costs, expenses and reasonable attorney's fees which you are required to expend or incur in such interpleader action, the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of such action, you shall thereupon be fully released and discharged from all obligations imposed by the terms of this escrow or otherwise. 12. TERMINATION OF AGENCY OBLIGATION If there is no action taken on this escrow within six (6) months after the "time limit date" as set forth in the escrow instructions or written extension thereof, your agency obligation shall terminate at your option and all documents, monies or other items held by you shall be returned to the parties depositing same. In the event of cancellation of this escrow, whether it be at the request of any of the principals or otherwise, the fees and charges due Fidelity National Title Company, including expenditures incurred and/or authorized shall be borne equally by the parties hereto (unless otherwise agreed to specifically). 13. CONFLICTING INSTRUCTIONS Upon receipt of any conflicting instructions, you are to take no action in connection with this escrow until non -conflicting instructions are received from all of the principals to this escrow (subject to sections 7, 9, 11 and 12 above). 14. DELIVERY/RECEIPT Delivery to principals as used in these instructions unless otherwise stated herein is to be by hand in person to the principal, regular mail, email or fax to any of the contact information provided in these instructions. If delivered by regular mail receipt is determined to be 72 hours after such mailing. All documents, balances and statements due to the undersigned may be delivered to the contact information shown herein. All notices, change of instructions, communications and documents are to be delivered in writing to the office of Fidelity National Title Company as set forth herein. 15. STATE/FEDERAL CODE NOTIFICATIONS According to Federal Law, the Seller, when applicable, will be required to complete a sales activity report that will be utilized to generate a 1099 statement to the Internal Revenue Service. Pursuant to State Law, prior to the close of escrow, Buyer will provide Escrow Holder with a Preliminary Change of Ownership Report. In the event said report is not handed to Escrow Holder for submission to the County in which subject property is located, upon recording of the Grant Deed, Buyers acknowledge that the applicable fee will be assessed by said County and Escrow Holder shall debit the account of Buyer for same at close of escrow. 16. NON-RESIDENT ALIEN The Foreign Investment in Real Property Tax Act (FIRPTA), Title 26 U.S.C., Section 1445, and the regulations there under, provide in part, that a transferee (buyer) of a U.S. real property interest from a foreign person must withhold a statutory percentage of the amount realized on the disposition, report the transaction and remit the withholding to the Internal Revenue Service (IRS) within twenty (20) days after the transfer. Fidelity National Title Company will not determine nor aid in the determination of whether the FIRPTA General Provisions Printed: 1/1/0001 12:00 AM by SM1 E1000076 (DSI Rev. 1/6/17) Page 5 Escrow No.: 25006562-005-SM1 withholding provisions are applicable to the subject transaction, nor act as a Qualified Substitute under state or federal law, nor furnish tax advice to any party to the transaction. Fidelity National Title Company will not determine nor aid in the determination of whether the transaction will qualify for an exception or an exemption and is not responsible for the filing of any tax forms with the IRS as they relate to FIRPTA, nor responsible for collecting and holding of any documentation from the buyer or seller on the buyer's behalf for the purpose of supporting a claim of an exception or exemption. Fidelity National Title Company is not an agent for the buyer for the purposes of receiving and analyzing any evidence or documentation that the seller in the subject transaction is a U.S. citizen or resident alien. Fidelity National Title Company is not responsible for the payment of this tax and/or penalty and/or interest incurred in connection therewith and such taxes are not a matter covered by the Owner's Policy of Title Insurance to be issued to the buyer. Fidelity National Title Company is not responsible for the completion of any IRS documents or related forms related to the referenced statute. The buyer is advised: they must independently make a determination of whether the contemplated transaction is subject to the withholding requirement; bear full responsibility for compliance with the withholding requirement if applicable and/or for payment of any tax, interest, penalties and/or other expenses that may be due on the subject transaction; and they are responsible for the completion of any and all forms, including but not limited to applicable IRS documentation, and the mailing of those forms. The Buyer is advised any forms, documents, or information received from Fidelity National Title Company is not tax or legal advice and should not be construed as such nor treated as a complete representation of FIRPTA requirements. Buyer should seek outside counsel from a qualified individual to determine any and all implications of the referenced statute. 17. ENCUMBRANCES Escrow Holder is to act upon any statements furnished by a lienholder or his agent without liability or responsibility for the accuracy of such statements. Any adjustments necessary because of a discrepancy between the information furnished Escrow Holder and any amount later determined to be correct shall be settled between the parties direct and outside of escrow. You are authorized, without the need for further approval, to debit my account for any fees and charges that I have agreed to pay in connection with this escrow, and for any amounts that I am obligated to pay to the holder of any lien or encumbrance to establish the title as insured by the policy of title insurance called for in these Instructions. If for any reason my account is not debited for such amounts at the time of closing, I agree to pay them immediately upon demand, or to reimburse any other person or entity who has paid them. 18. ENVIRONMENTAL ISSUES Fidelity National Title Company has made no investigation concerning said property as to environmental/toxic waste issues. Any due diligence required or needed to determine environmental impact as to forms of toxification, if applicable, will be done directly and by principals outside of escrow. Fidelity National Title Company Is released of any responsibility and/or liability in connection therewith. 19. USURY Escrow Holder is not to be concerned with any questions of usury in any loan or encumbrance involved in the processing of this escrow and is hereby released of any responsibility or liability therefore. 20. DISCLOSURE Escrow Holder's knowledge of matters affecting the property, provided such facts do not prevent compliance with these instructions, does not create any liability or duty in addition to these instructions. 21. FACSIMILE/ELECTRONIC SIGNATURE Escrow Holder is hereby authorized and instructed that, in the event any party utilizes electronic or "facsimile" transmitted signed documents or instructions to Escrow Holder, you are to rely on the same for all escrow instruction purposes and the closing of escrow as if they bore original signatures. "Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. 22. CLARIFICATION OF DUTIES Fidelity National Title Company serves ONLY as an Escrow Holder in connection with these instructions and cannot give legal advice to any party hereto. Escrow Holder is not to be held accountable or liable for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority or rights of any person executing the same. Escrow Holder's duties hereunder shall be limited to the proper handling of such money and the proper safekeeping of such instruments, or other documents received by Escrow Holder, and for the disposition of same in accordance with the written instructions accepted by Escrow Holder. The agency and duties of Escrow Holder commence only upon receipt of copies of these Escrow Instructions executed by all parties. 23. FUNDS HELD IN ESCROW When the company has funds remaining in escrow over 90 days after close of escrow or estimated close of escrow, the Company shall impose a monthly holding fee of $25.00 that is to be charged against the funds held by the Company. General Provisions Printed: 1/1/0001 12:00 AM by SM1 E1000076 (DSI Rev. 1/6/17) Page 6 Escrow No.: 25006562-005-SM1 THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL PARTIES HERETO, THEIR HEIRS, LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO REQUIRES THE MASCULINE GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR NUMBER INCLUDES THE PLURAL. THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH. MY SIGNATURE HERETO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS AND CONDITIONS CONTAINED IN THIS AND ALL PRECEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS. Fidelity National Title Company conducts escrow business under a Certificate of Authority No. 305350 issued by the California Department of Insurance. BUYER: SilverRock Development Company, LLC, a Delaware limited liability company By: MC SilverRock, LLC, a Colorado limited liability company Its: Co -Manager By: Graham Culp, Manager By: RGC La Quinta, LLC, a Delaware limited liability company Its: Co -Manager By: The Robert Green Company, a California corporation Its: Manager signature not needed By: Robert S. Green, Jr. Date President and CEO Current Mailing Address: Forwarding Mailing Address Home Phone Number: Cell Phone Number: SELLER: City of La Quinta, a California municipal ogporation and i city Speval Manager General Provisions Signature Page E10000102 (DSI Rev. 12/09/16) Fax Number: E-mail Address: Printed: 1/1/0001 12:00 AM by SM1 Page 7 Escrow No.: 25006562-005-SM1 Current Mailing Address: 78495 Calle Tampico, La Quinta, CA 92253 Forwarding Mailing Address: NA xWenae:Phone Number: 760-777-7030 Fax Number: Cell Phone Number: NA General Provisions Signature Page NA E-mail Address: FSpevacek@La—Quinta . org Printed: 1/1/0001 12:00 AM by SM1 E10000102 (DSI Rev. 12/09/16) Page 8 Escrow No.: 25006562-005-SM1 ADDENDUM TO APRIL 28, 2017 ESCROW INSTRUCTIONS Escrow Number: 25006562-005-SM1 ("Escrow Instructions") Submitted by City of La Quinta TO ESCROW HOLDER: The City of La Quinta submits this Addendum to the Escrow Instructions, with the attached Amendment No. 1 to Purchase, Sale, and Development Agreement dated October 29, 2015 ("Amendment No. 1") and Amendment No. 2 to Purchase, Sale, and Development Agreement dated on or about April 18, 2017 ("Amendment No. 2"). The preamble to the Escrow Instructions should reference the following documents: that certain Purchase, Sale, and Development Agreement dated November 19, 2014 ("Original PSDA"), as amended by Amendment No. 1 and Amendment No. 2, and collectively, the Original PSDA, Amendment No. 1, and Amendment No. 2, shall be referred to as the "Agreement" under the Escrow Instructions. Additionally, the City of La Quinta does not require the signature of MC SilverRock, LLC, or Graham Culp for the Escrow 1 structions. Signe LIRR C. r _ J. . ev• k, City Manager City of a Quinta CA AGREED AND ACCEPTED: Samantha Maestas Escrow Officer 698/015610-0065 10915548.2 a05/10/17 page 9 Date: { FIDELITY NATIONAL FINANCIAL PRIVACY NOTICE At Fidelity National Financial, Inc., we respect and believe it is important to protect the privacy of consumers and our customers. This Privacy Notice explains how we collect, use, and protect any information that we collect from you, when and to whom we disclose such information, and the choices you have about the use of that information. A summary of the Privacy Notice is below, and we encourage you to review the entirety of the Privacy Notice following this summary. You can opt -out of certain disclosures by following our opt -out procedure set forth at the end of this Privacy Notice. Types of Information Collected. You may provide us with certain personal information about you, like your contact information, address demographic information, social security number (SSN), driver's license, passport, other government ID numbers and/or financial information. We may also receive browsing information from your Internet browser, computer and/or mobile device if you visit or use our websites or applications. How Information is Collected. We may collect personal information from you via applications, forms, and correspondence we receive from you and others related to our transactions with you. When you visit our websites from your computer or mobile device, we automatically collect and store certain information available to us through your Internet browser or computer equipment to optimize your website experience. Use of Collected Information. We request and use your personal information to provide products and services to you, to improve our products and services, and to communicate with you about these products and services. We may also share your contact information with our affiliates for marketing purposes. When Information Is Disclosed. We may disclose your information to our affiliates and/or nonaffiliated parties providing services for you or us, to law enforcement agencies or governmental authorities, as required by law, and to parties whose interest in title must be determined. Choices With Your Information. Your decision to submit information to us is entirely up to you. You can opt -out of certain disclosure or use of your information or choose to not provide any personal information to us. Information From Children. We do not knowingly collect information from children who are under the age of 13, and our website is not intended to attract children. Privacy Outside the Website. We are not responsible for the privacy practices of third parties, even if our website links to those parties' websites. International Users. By providing us with you information, you consent to its transfer, processing and storage outside of your country of residence, as well as the fact that we will handle such information consistent with this Privacy Notice. The California Online Privacy Protection Act. Some FNF companies provide services to mortgage loan servicers and, in some cases, their websites collect information on behalf of mortgage loan servicers. The mortgage loan servicer is responsible for taking action or making changes to any consumer information submitted through those websites. Your Consent To This Privacy Notice. By submitting information to us or by using our website, you are accepting and agreeing to the terms of this Privacy Notice. Access and Correction; Contact Us. If you desire to contact us regarding this notice or your information, please contact us at privacy@fnf.com or as directed at the end of this Privacy Notice. FNF Privacy Statement (Eff. 5/1/2015) Last updated March 1, 2017 Copyright © 2017. Fidelity National Financial, Inc. All Rights Reserved. MISCO218 (DSI Rev. 3/2/17) Escrow No.: 25006562-005-SM1 FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Fidelity National Financial, Inc. and its majority-owned subsidiary companies providing title insurance, real estate- and loan -related services (collectively, "FNF", "our" or "we") respect and are committed to protecting your privacy. We will take reasonable steps to ensure that your Personal Information and Browsing Information will only be used in compliance with this Privacy Notice and applicable laws. This Privacy Notice is only in effect for Personal Information and Browsing Information collected and/or owned by or on behalf of FNF, including Personal Information and Browsing Information collected through any FNF website, online service or application (collectively, the "Website"). Types of Information Collected We may collect two types of information from you: Personal Information and Browsing Information. Personal Information. FNF may collect the following categories of Personal Information: • contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • social security number (SSN), driver's license, passport, and other government ID numbers; • financial account information; and • other personal information needed from you to provide title insurance, real estate- and loan -related services to you. Browsing Information. FNF may collect the following categories of Browsing Information: • Internet Protocol (or IP) address or device ID/UDID, protocol and sequence information; • browser language and type; • domain name system requests; • browsing history, such as time spent at a domain, time and date of your visit and number of clicks; • http headers, application client and server banners; and • operating system and fingerprinting data. How Information is Collected In the course of our business, we may collect Personal Information about you from the following sources: • applications or other forms we receive from you or your authorized representative; • the correspondence you and others send to us; • information we receive through the Website; • information about your transactions with, or services performed by, us, our affiliates or nonaffiliated third parties; and • information from consumer or other reporting agencies and public records maintained by governmental entities that we obtain directly from those entities, our affiliates or others. If you visit or use our Website, we may collect Browsing Information from you as follows: • Browser Log Files. Our servers automatically log each visitor to the Website and collect and record certain browsing information about each visitor. The Browsing Information includes generic information and reveals nothing personal about the user. • Cookies. When you visit our Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. When you visit a website again, the cookie allows the website to recognize your computer. Cookies may store user preferences and other information. You can choose whether or not to accept cookies by changing your Internet browser settings, which may impair or limit some functionality of the Website. Use of Collected Information Information collected by FNF is used for three main purposes: • To provide products and services to you or any affiliate or third party who is obtaining services on your behalf or in connection with a transaction involving you. • To improve our products and services. • To communicate with you and to inform you about our, our affiliates' and third parties' products and services, jointly or independently. When Information Is Disclosed We may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) and Browsing Information to various individuals and companies, as permitted by law, without obtaining your prior authorization. Such laws do not allow consumers to restrict these disclosures. Please see the section "Choices With Your Personal Information" to learn how to limit the discretionary disclosure of your Personal Information and Browsing Information. Disclosures of your Personal Information may be made to the following categories of affiliates and nonaffiliated third parties: • to third parties to provide you with services you have requested, and to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to our affiliate financial service providers for their use to market their products or services to you; • to nonaffiliated third party service providers who provide or perform services on our behalf and use the disclosed information only in connection with such services; • to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to market financial products or services to you; FNF Privacy Statement (Eff. 5/1/2015) Last updated March 1, 2017 Copyright © 2017. Fidelity National Financial, Inc. All Rights Reserved. MISCO218 (DSI Rev. 3/2/17) Escrow No.: 25006562-005-SM1 We • to law enforcement or other governmental authority in connection with an investigation, or civil or criminal subpoena or court order; • to lenders, lien holders, judgment creditors, or other parties claiming an interest in title whose claim or interest must be determined, settled, paid, or released prior to closing; and • other third parties for whom you have given us written authorization to disclose your Personal Information. may disclose Personal Information and/or Browsing Information when required by law or in the good -faith belief that • such disclosure is necessary to: • comply with a legal process or applicable laws; • enforce this Privacy Notice; • investigate or respond to claims that any material, document, image, graphic, logo, design, audio, video or any other information provided by you violates the rights of a third party; or • protect the rights, property or personal safety of FNF, its users or the public. We maintain reasonable safeguards to keep your Personal Information secure. When we provide Personal Information to our affiliates or third party service providers as discussed in this Privacy Notice, we expect that these parties process such information in compliance with our Privacy Notice or in a manner that is in compliance with applicable privacy laws. The use of your information by a business partner may be subject to that party's own Privacy Notice. Unless permitted by taw, we do not disclose information we collect from consumer or credit reporting agencies with our affiliates or others without your consent. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of our bankruptcy, reorganization, insolvency, receivership or an assignment for the benefit of creditors. You expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. We cannot and will not be responsible for any breach of security by a third party or for any actions of any third party that receives any of the information that is disclosed to us. Choices With Your Information Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. The uses of your Personal Information and/or Browsing Information that, by law, you cannot limit, include: • for our everyday business purposes — to process your transactions, maintain your account(s), to respond to law • enforcement or other governmental authority in connection with an investigation, or civil or criminal subpoenas or court • orders, or report to credit bureaus; • for our own marketing purposes; • for joint marketing with financial companies; and • for our affiliates' everyday business purposes — information about your transactions and experiences. You may choose to prevent FNF from disclosing or using your Personal Information and/or Browsing Information under the following circumstances ("opt -out"): • for our affiliates' everyday business purposes — information about your creditworthiness; and • for our affiliates to market to you. To the extent permitted above, you may opt -out of disclosure or use of your Personal Information and Browsing Information by notifying us by one of the methods at the end of this Privacy Notice. We do not share your personal information with non -affiliates for their direct marketing purposes. For California Residents: We will not share your Personal Information and Browsing Information with nonaffiliated third parties, except as permitted by California law. Currently, our policy is that we do not recognize "do not track" requests from Internet browsers and similar devices. For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 934-3354 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: BCPINFO@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information and Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For Vermont Residents: We will not share your Personal Information and Browsing Information with nonaffiliated third parties, except as permitted by Vermont law, such as to process your transactions or to maintain your account. In addition, we will not share information about your creditworthiness with our affiliates except with your authorization. For joint marketing in Vermont, we will only disclose your name, contact information and information about your transactions. Information From Children The Website is meant for adults and is not intended or designed to attract children under the age of thirteen (13).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. By using the Website, you affirm that you are over the age of 13 and will abide by the terms of this Privacy Notice. Privacy Outside the Website The Website may contain links to other websites. FNF is not and cannot be responsible for the privacy practices or the content of any of those other websites. FNF Privacy Statement (Eff. 5/1/2015) Last updated March 1, 2017 Copyright © 2017. Fidelity National Financial, Inc. All Rights Reserved. MISCO218 (DSI Rev. 3/2/17) Escrow No.: 25005562-005-SM1 International Users FNF's headquarters is located within the United States. If you reside outside the United States or are a citizen of the European Union, please note that we may transfer your Personal Information and/or Browsing Information outside of your country of residence or the European Union for any of the purposes described in this Privacy Notice. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection and transfer of such information in accordance with this Privacy Notice. The California Online Privacy Protection Act For some FNF websites, such as the Customer CareNet ("CCN"), FNF is acting as a third party service provider to a mortgage loan servicer. In those instances, we may collect certain information on behalf of that mortgage loan servicer via the website. The information which we may collect on behalf of the mortgage loan servicer is as follows: • first and last name; • property address; • user name and password; • loan number; • social security number - masked upon entry; • email address; • three security questions and answers; and • IP address. The information you submit through the website is then transferred to your mortgage loan servicer by way of CCN. The mortgage loan servicer is responsible for taking action or making changes to any consumer information submitted through thls website. For example, if you believe that your payment or user information is Incorrect, you must contact your mortgage Loan servicer. CCN does not share consumer information with third parties, other than (1) those with which the mortgage Loan servicer has contracted to interface with the CCN application, or (2) law enforcement or other governmental authority in connection with an investigation, or civil or criminal subpoenas or court orders. All sections of this Privacy Notice apply to your interaction with CCN, except for the sections titled "Choices with Your Information" and "Access and Correction." If you have questions regarding the choices you have with regard to your personal information or how to access or correct your personal information, you should contact your mortgage loan servicer. Your Consent To This Privacy Notice By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information by us in compliance with this Privacy Notice. Amendments to the Privacy Notice will be posted on the Website. Each time you provide information to us, or we receive information about you, following any amendment of this Privacy Notice will signify your assent to and acceptance of its revised terms for all previously collected information and information collected from you in the future. We may use comments, information or feedback that you submit to us in any manner that we may choose without notice or compensation to you. Accessing and Correcting Information; Contact Us If you have questions, would like to access or correct your Personal Information, or want to opt -out of information sharing with our affiliates for their marketing purposes, please send your requests to privacy@fnf.com or by mail or phone to: Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: Chief Privacy Officer (888) 934-3354 FNF Privacy Statement (Eff. 5/1/2015) Last updated March 1, 2017 Copyright © 2017. Fidelity National Financial, Inc. All Rights Reserved. MISCO218 (DSI Rev. 3/2/17) Escrow No.: 25006562-005-SM1 Fidelity National Title Company 4370 La Jolla Village Dr., Suite 240, San Diego, CA 92122 Phone: (858) 597-2090 • Fax: (858) 597-2097 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one -to -four family residential dwelling. Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount. FNF Underwritten Title Companies CTC — Chicago Title company CLTC — Commonwealth Land Title Company FNTC — Fidelity National Title Company FNTCCA - Fidelity National Title Company of California TICOR — Ticor Title Company of California LTC — Lawyer's Title Company Underwritten by FNF Underwriters CTIC — Chicago Title Insurance Company CLTIC - Commonwealth Land Title Insurance Company FNTIC — Fidelity National Title Insurance Company FNTIC - Fidelity National Title Insurance Company CTIC — Chicago Title Insurance Company CLTIC — Commonwealth Land Title Insurance Company Available Discounts DISASTER LOANS 5CTIC, CLTIC. FNTIC) The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be fifty percent (50%) of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be thirty-two percent (32%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected. Notice of Available Discounts Printed: 1/1/0001 12:00 AM by SM1 MISC0164 (DSI Rev. 12/09/16) Escrow No.: 25006562-005-SM1