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2008 LQ Hospitality LLC - Assignment & Assumption Agrmt from CP Development LQ Parcel 4 PM 31116LQ HOSPITALITY, LLC. / L.Q. HOSPITALITY, LLC For DEVELOPMENT AGREEMENT and DISPOSITION AND DEVELOPMENT AGREEMENT referred to in these documents, including all amendments, see CP DEVELOPMENT LA QUINTA, LLC file. Recording requested by La xAmerica DeveiOPer Services Subdivision Department La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 & d'vt DOC # 2008-0101703 02/29/2008 08:00A Fee:47.00 Page 1 of 12 Recorded in Official Records County of Riverside Larry U. Yard Assessor, County Clerk & Recorder I IIIII IIIIIII IIII III Iiilllll Iilll IIIII III IIIII IIII IIII S R U PAGEJ SIZE I DA I MISC LONG1 RFD I COPY I A L 1 466 1 426 IPCORINCOR SMF NCHG EXAM IT: cry uNI MAP101 ASSIGNMENT AND ASSUMPTION AGREEMENT wnm..w.eyravuamcr�rrawie,mv�. » 5 §'`271383 '{ lf/ Fil Recording requested by LOK America Developer Services Subdivislon Department La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager to Govemment Code ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement ("Assignment") is entered into this aq day of 2008 by and between CP DEVELOPMENI`LA QUINTA, LW, a California limited liability company ("Assignor") and L.Q. HOSPITALITY, LLC, a California limited liability company ("Assignee") with reference to the following: A. WHEREAS, Assignor is the owner in fee simple of certain property located at the sobtheast comer of Miles Avenue and Washington Street in the City of La Quinta, California (the "Property"), which Property is more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference. B. WHEREAS, Assignor acquired the Property from the La Quinta Redevelopment Agency, a public body, corporate and politic ("Agency") pursuant to the terms of that certain Disposition and Development Agreement dated on or about December 18, 2003 ("Original DDA"), as amended on or about October 28, 2004, on or about December 7, 2004, on or about November 2, 2005, on or about October 20, 2006, and on or about August 23, 2007 (collectively the "DDA Amendments"). (The Original DDA, as modified by the DDA Amendments shall hereinafter be referred to as the "DDA".) C. WHEREAS, Concurrently with the execution of the Original DDA, the Agency and Assignor entered into that certain Development Agreement which was recorded in the Official Records of the County Recorder for the County of Riverside on January 5, 2004 as Instrument No. 2004-0005256, and amended by that certain Amendment No. 1 to Development Agreement executed on or about October 28, 2004 and recorded in the Official Records of the County Recorder for the County of Riverside on November 8, 2004 as Instrument No. 2004-0885063, and by that certain Amendment No. 2 to Development Agreement executed on or about November 17, 2005 and recorded in the Official Records of the County Recorder for the County of Riverside on December 19, 2005 as Instrument No. 2005-1045418 (hereinafter collectively referred to as the "Development Agreement.") D. WHEREAS, pursuant to the terms of the DDA and the Development Agreement, the Property was to be used for a mixed use development project (the "Project'), including a hotel ("Hotel") to be built on that portion of the Property described on Exhibit `B" attached hereto and incorporated herein by this reference ("Hotel Property"). E. WHEREAS, Assignor has completed the construction of the Hotel on the Hotel Property, and now desires to obtain permanent financing for the Hotel portion of the Project. F. WHEREAS, to obtain said permanent financing, Assignor is required by the lender to convey the Hotel Property to a single purpose entity. G. WHEREAS, Assignee is such a single purpose entity, Assignor now desires to transfer the Hotel Property to Assignee, and concurrently therewith, to transfer to Assignee all of Assignor's rights and responsibilities under the DDA and the Development Agreement to the extent that such rights and responsibilities relate to the Hotel Property. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignor hereby assigns to Assignee all of Assignor's rights and responsibilities under the terms of the DDA and the Development Agreement, but only to the extent that such rights and responsibilities arise from the ownership of the Hotel and/or Hotel Property from and after the "Effective Date" (as that term is defined in Section 4 below) of this Assignment (collectively, the "Assigned Rights and Obligations".) 2. Assignee hereby accepts the foregoing assignment of the Assigned Rights and Obligations, and agrees to be bound by the terms of the DDA and the Development Agreement to the extent that such terms affect or are affected by ownership of the Hotel Property. 3. The parties hereto acknowledge and agree that Assignee shall not be responsible for any of the obligations of the DDA or the Development Agreement which arise from ownership of any portion of the Property which arise prior to the Effective Date hereof, or which arise from any portion of the Property other than the Hotel Property after the Effective Date hereof. As such, a default by Assignor under either the DDA or the Development Agreement prior to the Effective Date hereof, or with respect to any portion of the Property other than the Hotel Property after the Effective Date hereof ("Assignor's Default") shall not be deemed a default by Assignee, and Assignor shall indemnify, defend and hold harmless Assignee from any and all losses, claims or liability, including without limitation reasonable attorneys' fees and costs, arising from an Assignor's Default. A default by Assignee under either the DDA or the Development Agreement with respect to the Hotel Property after the Effective Date hereof ("Assignee's Default') shall not be deemed a default by Assignor, and Assignee shall indemnify, defend and hold harmless Assignor from any and all losses, claims or liability, including without limitation reasonable attorneys' fees and costs, arising from an Assignee's Default. 4. This Assignment shall be deemed effective upon the last of the following events to occur: (a) conveyance of the Hotel Property to Assignee as evidenced by the recording of the grant deed therefor in the Official Records of the County Recorder for the County of Riverside, California, and (b) the written consent to this Assignment by the City with respect to the Assigned Obligations arising under the Development Agreement, and by the Agency with respect to the Assigned Obligations arising under the DDA (herein referred to as the "Effective Date"). 5. Except as otherwise described in paragraph 4 above, the parties hereto each warrant and represent that they have taken all necessary corporate action to authorize the execution and performance of this Assignment and that the individuals executing this document on behalf of the parties are authorized to do so, and by doing so, create binding obligations as described herein of the party represented. 6. This Assignment shall be governed by the internal laws of the State of California, without regard to conflict of law principles. [End — Signature page follows] WHEREFOR, the parties hereto have executed this Assignment on the date first written above. CP Development La Quinta, LLC A California limited liability company By: Oliphant Family Trust Its: Member _ Richard R. Oliphant Its: Trustee By: Oliphant Enterprises, Inc. Its: Manager By: Richard R. Oliphant Its: President L.Q. Hospitality, LLC A California limited liability company By: Oliphant Enterprises, Inc. a Califonr' corporation By: Richard R. Oliphant President Its: Manager By: Equity Directions, Inc. A California corporation By: — Dennis French President Its: Manager State of California ) County of RIVerSide) On I-30-z008 before me, 910dvs ��r�z� Notary Public, (here inset name and title of the officer) personally appeared -R i Gh n rd R. O 1 j' ,( T I Tr U + who proved to me on the basis of satisfactory vide ence to be the personj�df whose narne(O is/are subscribed to the within instrument, and acknowledged to me that heMm4hey executed the same in hisAwr4heir authorized capacity(ieo), and that by his4wrhheir signature(s) on the instrument the person(sj, or the entity upon behalf of which the person(e) 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 m d an fficial seal. -------------- WITNESS PEREZ CommUlon 11730979 `-� NotaryRlwnlds County Signature *CMME0M1412,2011 (Seal) State of California ) County of On I-3�-200E� before me, t51GtG�VS ��t'PZ Notary Public, g insert n e and title of the officer) �7 personally appeared tC I C:%1ar� P. d I p - ,147,e� [ f A who proved to me on the basis of satisfactory evidence to be the persoryo whose narn44 isiard�subscribed to the within instrument, and acknowledged to me that heleheAhey executed the same in his/hefAheir authorized capacity(iesr and that by hisAmftheir signaturek< on the instrument the persou(, or the entity upon behalf of which the person 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 offici 1 seal. QLAM camNSIM : 17L mV79 . e'-:�7 1 aet roft ea. O !_ Sigma ttyOtnEnllpoAbll=n (seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of QNgsagi On before me, personally appeared �►J (�(\\S l J} Here Insert Name =a i= of the Officer ' FC6M�(1 — Mfy n Cl�h Nam (s) of Signers) who proved to me on the basis of satisfactory evidence to be the personPfwhose named is/�5wsubscribed to the within instrument and acknowledged to me that helshe;Viey executed the same in hish+er/tkeir authorized capacity(iee , and that by hisRterAMir signatureo on the instrument the person, or the entity upon behalf of CANDICE R BORCENA which the person�b) acted, executed the instrument. canmtsslon i 1593776 NotclY Mft - CaDmic 1 certify under PENALTY OF PERJURY under the laws RW aldeCo rgtr 4*1MMCaron•E>0eaar+29. of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and off{�i��c.iacI-/ll���s,.��e��al. Signature 6 (Yl _lLd / I�d NJLJ % Place Notary Seal Above _ Signature of olary Pa Iic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: AS6 �Q t n J� Y)Q-d- OJ'lCi fiSSUmo+lQn Aaf1 v_w&r4 Document Date: Number of Pages: Signer(s) Other Than Named Above: R1 r Ord K' UV IDY VC Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer—Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMSPRINT -" OF SIGNER Signers Nar ❑ Individual ❑ Corporate Officer—Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUr IBPRINT '... OF SIGNER F CONSENT By execution below, the Agency and City hereby consent to the foregoing assignment. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic_ O Its: Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel CITY OF LA QUINTA, a California municipal corporation and charter city organized and existing under the laws of the State of California By: % Its: City Manager City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP City Attorney CONSENT By execution below, the Agency and City hereby consent to the foregoing assignment, LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Its: ATTEST: Agency Secretary Executive Director APPROVED AS TO FORM: RUTAN & C , A cy C nsel CITY OF LA QUINTA, a California municipal corporation and charter city organized and existing under the laws of the State of California By: Its: ATTEST: City Clerk APPROVED AS TO RUTAN & TUCK% City Manager STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LA QUINTA ► On February 28, 2008 , before me, Regenia Hensley, Notary Public, personally appeared THOMAS P. GENOVESE, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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: E IA HENSLEY Notary Public Commission # 1521423 Expiration: October 23, 2008 (Seal) ------------ EXHIBIT "A„ LEGAL DESCRIPTION OF THE PROPERTY PARCELS 1, 3 AND 4 OF PARCEL MAP NO.31116 IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 212 AT PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS AS INSTRUMENT NO.2005-0262238. 0 PARCEL B OF LOT LINE ADJUSTMENT 2006A52 BEING PARCEL 8 AND A PORTION OF PARCEL 7 OF PARCEL MAP NO. 31116 AS SHOWN BY MAP ON FILE IN BOOK 212 AT PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS RECORDED ON APRIL 19, 2006 AS INSTRUMENT NO.0280726. EXHIBIT `B„ LEGAL DESCRIPTION OF HOTEL PROPERTY PARCEL 4 OF PARCEL MAP NO.31116 IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 212 AT PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS AS INSTRUMENT NO.2005-0262238