Griffin Ranch-Artwork/Assign & Assumption 13ASSIGNMENT, ASSUMPTION, AND MODIFICATION AGREEMENT
This ASSIGNMENT, ASSUMPTION, AND MODIFICATION AGREEMENT
("Agreement") is entered into this tL day of MAY 2013 (the
"Effective Date"), by and among (i) CITY OF LA QUINTA, a California municipal
corporation ("City"), (ii) GRIFFIN RANCH, LLC, a California limited liability company;
MCCOMIC GRIFFIN, LLC, a California limited liability company; and GRIFFIN
CASTILLA, LLC, a California limited liability company, by its Managing Member
TRANS WEST HOUSING, INC., a California corporation (collectively, "Assignor"),
(iii) IOTA GRIFFIN, LLC, a California limited liability company ("Assignee"), and (iv)
DAVID L. SPELLERBERG DBA NATIONAL HERITAGE COLLECTORS SOCIETY (the
"Artist") with reference to the following:
A. City, Assignor, and Artist entered into that certain Art Purchase
Agreement dated November 15, 2007 (the "Art Agreement"), pursuant to which
Artist agreed to fabricate and install certain artwork, comprised of two (2) bronze
sculptures (collectively, the "Artwork"), within the Griffin Ranch subdivision,
identified in the City as Tract No. 32879.
B. Pursuant to the Agreement, (i) Artist completed fabrication of and
installed the first bronze sculpture comprising the Artwork, which sculpture is
referred to in the Art Agreement as "Freedom," and (ii) Artist completed fabrication
of the second bronze sculpture comprising the Artwork, which sculpture is referred
to in the Art Agreement as "Romance." Artist has not installed the "Romance"
sculpture, because the location designated in the Art Agreement for said
installation has not yet been completed.
C. Assignee has foreclosed on, and is now the sole owner of, a
substantial portion of the Griffin Ranch subdivision.
D. By execution of this Agreement, (i) Assignor desires to transfer to
Assignee all of Assignor's rights and responsibilities under the Art Agreement, (ii)
Assignee desires to assume all of Assignor's rights and responsibilities under the
Art Agreement, and (iii) City, Artist, and Assignee desire to revise certain terms of
the Art Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, and for other 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 Art Agreement (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 Art Agreement.
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3. Within sixty (60) days after the Effective Date, Developer shall remove
the "Romance" sculpture from its temporary location within the Griffin Ranch
subdivision, and install the "Romance" sculpture at the following location: 87.5
feet north of the northerly curb at the entrance to the Griffin Ranch development
on Madison Street, and 34.7 feet east of the easterly curb of Madison Street, as
designated in Exhibit "A", which is attached hereto and incorporated herein by this
reference. Developer shall effect such removal and installation in consultation with
City's Community Services Director ("City CSD"), and shall comply with any
reasonable recommendations of the City CSD to avoid damaging, and to provide for
the effective permanent installation of, said sculpture.
4. Article V of the Art Agreement (Additional Developer's Obligations) is
hereby replaced, in its entirety, with the following:
4.1 Maintenance of the Artwork. Developer, its successors,
assigns, and any successor in interest to the Griffin Ranch subdivision,
identified in the City as Tract No. 32879, covenants and agrees to maintain
the Artwork in accordance with the "Reasonable Standards," as hereinafter
defined. Said Artwork includes, but is not limited to, adjacent sidewalks,
pedestrian lighting, and landscaping which is part of the Artwork. To
accomplish the maintenance, the Developer shall either staff or contract with
qualified and if required by law, licensed personnel to perform the
maintenance work, including the provision of labor, equipment, materials,
support facilities, and any and all other items necessary to comply with the
requirements of this Agreement. The obligations of Developer regarding
maintenance of the Artwork in accordance with this paragraph 1 are referred
to herein as the "Developer Obligations."
4.2 Reasonable Standards. The following standards ("Reasonable
Standards") shall be complied with by the Developer and its maintenance
staff, contractors or subcontractors:
(a) Maintenance shall include, but not be limited to:
maintenance of all sidewalks, paths and other paved areas in
clean and weed -free condition; maintenance of all such areas
clear of dirt, mud, trash, debris or other matter which is unsafe
or unsightly; removal of all trash, litter and other debris from the
Artwork and immediately surrounding areas and removal of all
graffiti.
(b) Landscape maintenance shall include, but not be limited
to: watering/irrigation; fertilization; mowing; edging; weeding;
removal and replacement of dead landscaping material; trimming
of grass; tree and shrub pruning.
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5159146.2 05/02/13a05"V3
(c) The Artwork shall be maintained in accordance with the
custom and practice generally applicable to comparable high
quality commercial properties located within the City, including
but not limited to, periodic cleaning and waxing of all artwork.
4.3 Failure to Maintain Artwork. In the event the Developer does
not maintain the Artwork in the manner set forth herein and in accordance
with Reasonable Standards, the City shall have the right to maintain the
Artwork, or to contract for the correction of such deficiencies, after written
notice to the Developer. The Developer agrees to pay the City such charges
and costs incurred by the City in curing such maintenance deficiency.
However, prior to taking any such action, the City agrees to notify the
Developer in writing if the condition of the Artwork does not meet with
Reasonable Standards and to specify the deficiencies and the actions
required to be taken by the Developer to cure the deficiencies. Upon
notification of any maintenance deficiency, the Developer shall have thirty
(30) days within which to commence, and thereafter diligently correct,
remedy or cure the deficiency. If the written notification states the problem
is urgent and relates to public health and safety, the Developer shall have
forty-eight (48) hours to commence to rectify the problem.
5. Except as expressly provided in this Agreement, all of the terms,
conditions, and provisions set forth in the Art Agreement shall remain in full force
and effect.
6. 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.
7. This Agreement shall be governed by the internal laws of the State of
California, without regard to conflict of law principles.
8. This Agreement may be executed in counterparts, each of which,
when this Agreement has been signed by all the parties hereto, shall be deemed an
original, and such counterparts shall constitute one and the same instrument.
[End — Signature page follows)
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WHEREFORE, the parties hereto have executed this Assignment on the date
first written above.
Date: 2013
ATTEST:
Susan Maysels, Citylerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
SIGNED IN COUNTERPART
By:
Allison LaMoine-Bui
Deputy City Attorney
La Quinta, California
"City"
CITY OF LA QUINTA,
a California munigipaf
nk ,d. SR4vacek, City Manager
"Assignor"
GRIFFIN RANCH, LLC
a California limited ' bility company
By:
Its: o
MCCOMIC GRIFFIN, LLC,
a California li . e iability company
By:
Its: o
GRIFFIN CASTILLA, LLC,
a California limited liability company
By: TRANS WEST HOUSING, INC.,
a California c oration
Its: Mana g1116mber
By:
Its: G
[signatures continued on next page]
882/015610-0002
c, so, a6 �nanen -4-
WHEREFORE, the parties hereto have executed this Assignment on the date
first written above.
Date:_
ATTEST:
2013
SIGNED IN COUNTERPART
'Susan Maysels, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP 1�
Allison LaMoine-Bui
Deputy City Attorney
La Quinta, California
"City"
CITY OF LA QUINTA,
a California municipal corporation
0
SIGNED IN COUNTERPART
Frank J. Spevacek, City Manager
"Assignor"
GRIFFIN RANCH, LLC
a California limited ' bility company
By:
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Its: o h'5'�
MCCOMIC GRIFFIN, LLC,
a California li ' e iability company
By:
Its: a
GRIFFIN CASTILLA, LLC,
a California limited liability company
By: TRANS WEST HOUSING, INC.,
a California c oration
Its: 77z
'ber
By:
Its: G
[signatures continued on next page]
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11541 AA 1 .61114114
"Assignee"
IOTA GRIFFIN, LLC,
a Californi ited li b' ' y company
By:
Its: r
"Artist"
DAVID L. SPELLERBERG DBA
NATIONAL-KEWAGE COLLECTORS
By: 1.
Its:
882/015610-0002
Sl SQldfi ananam -5-
EXHIBIT "A"
Location for Installation of "Romance" Sculpture
[See following map]
882/015610-0002
515V1469 eMMA/11 Exhibit A
Exhibit A
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