2018 SR Dev Co - Golf Course Realignment Funds Disbursement Agreement
X
2
698/015610-0065
10927522.2 a05/18/17 -1-
GOLF COURSE REALIGNMENT
FUNDS DISBURSEMENT AGREEMENT
Phase 1A Property
Amendment No. 2 to
Purchase, Sale, and Development Agreement
TABLE OF CONTENTS
Page
698/015610-0065
10927522.2 a05/18/17 -i-
ARTICLE 1BUDGET AND CONSTRUCTION OF GOLF COURSE
REALIGNMENT .................................................................................................. 3
1.1Contracts for Construction of Golf Course Realignment .............................. 3
1.2Golf Course Realignment Budget .................................................................... 3
ARTICLE 2DISBURSEMENT OF FUNDS ......................................................................... 4
2.1Developer’s Payment Obligation to Contractor(s) ........................................ 4
2.2Developer Deposit into Phase 1A Escrow ..................................................... 4
2.3City Review and Approval of Costs Prior to Disbursement;
Developer/ Contractor Obligations; Notices Regarding Decisions;
Administrative Appeals ...................................................................................... 4
2.4Escrow Agent to Facilitate Approved Disbursements .................................. 5
2.5Escrow Agent to Notify City and Developer of Fund Balance ..................... 6
2.6Developer/Contractor Acknowledgement of Receipt .................................... 6
ARTICLE 3DEFAULT AND REMEDIES ............................................................................. 6
3.1City Rights ........................................................................................................... 6
3.2Notice and Cure of Default ............................................................................... 6
ARTICLE 4GENERAL PROVISIONS ................................................................................. 7
4.1SilverRock Resort Area/Golf Course To Be Free of Mechanic’s
Liens ..................................................................................................................... 7
4.2Force Majeure ..................................................................................................... 7
4.3Amendments and Waivers ................................................................................ 7
4.4Assignment .......................................................................................................... 8
4.5Non-liability of City Officers and Employees .................................................. 8
4.6Attorney’s Fees and Costs for Prevailing Party ............................................. 8
4.7Severability .......................................................................................................... 8
4.8Authority to Execute; Representations and Warranties ............................... 8
4.9Governing Law .................................................................................................... 9
4.10Exhibits................................................................................................................. 9
4.11No Third Party Beneficiaries ............................................................................. 9
4.12Counterparts ....................................................................................................... 9
698/015610-0065
10927522.2 a05/18/17 - 2 -
GOLF COURSE REALIGNMENT
FUNDS DISBURSEMENT AGREEMENT
Phase 1A Property
Amendment No. 2 to
Purchase, Sale, and Development Agreement
THIS GOLF COURSE REALIGNMENT FUNDS DISBURSEMENT AGREEMENT
(“Fund Disbursement Agreement”), dated for reference purposes as of May ___, 2017
(the “Effective Date”), is made by CITY OF LA QUINTA, a California municipal
corporation and charter city (the “City”), and SILVERROCK DEVELOPMENT
COMPANY, LLC, a Delaware limited liability company (“Developer”), with reference to
the following:
RECITALS
A. City owns fee title to that certain real property located at the southwest
intersection of Jefferson Street and Avenue 52, in the City of La Quinta, California, a
general depiction of which is the Site Map attached as Exhibit “A” and more particularly
described in the legal description, attached thereto, incorporated herein by reference (the
“SilverRock Resort Area”). City and Developer entered into that certain Purchase, Sale,
and Development Agreement dated November 19, 2014 (the “Original PSDA”), pursuant
to which City agreed to sell to Developer specified “Planning Areas” (as that term is
defined in the PSDA) in the SilverRock Resort Area, and Developer agreed to purchase
from City those specified “Planning Areas” to thereafter construct, complete, and operate
thereon a commercial project containing a luxury resort hotel and spa and associated
branded luxury residential units, a lifestyle hotel and associated lifestyle branded
residential units, a conference and shared service facility, a temporary and permanent
clubhouse for the SilverRock Resort’s Arnold Palmer Classic Course, a mixed use village,
a resort residential village, and associated amenities, all as further described in the PSDA
as the “Project Components.”
B. City and Developer entered into that certain Amendment No. 1 to Purchase,
Sale, and Development Agreement dated October 29, 2015 (“PSDA Amendment No. 1”)
and Amendment No. 2 to Purchase, Sale, and Development Agreement dated April 18,
2017 (“PSDA Amendment No. 2”), to, among other things, update the Site Map and
various timeframes within the Original PSDA, including certain timeframes within the
Schedule of Performance. The Original PSDA, as modified by PSDA Amendment No. 1
and No. 2, and any other amendments thereto, is hereinafter referred to as the “PSDA.”
C. The PSDA and SilverRock Resort Specific Plan (“Specific Plan”), among
other land use governing documents, permits, and entitlements, are centered around the
existing use and enjoyment, by residents, guests of the City, and members of the public,
of the SilverRock Resort’s Arnold Palmer Classic Course (the “Golf Course”).
18
698/015610-0065
10927522.2 a05/18/17 - 3 -
D. Pursuant to the PSDA and other City permits and entitlements, Developer
is required to complete a realignment of the Golf Course so that the construction,
development, use, and operation of all “Project Components” (as that term is defined in
the PSDA) may be realized (the “Golf Course Realignment”). For purposes of this
Funds Disbursement Agreement, and consistent with the PSDA, “Golf Course
Realignment” includes the “Temporary Golf Clubhouse” and “Temporary Driving
Range,” as defined in the Original PSDA and PSDA Amendment No. 2.
E. Pursuant to Section 10.1(b) of PSDA Amendment No. 2, City and Developer
have opened “Phase 1A Escrow” for the conveyance from City to Developer of the
“Phase 1A Property” as more particularly described in therein and PSDA generally.
PSDA Amendment No. 2 requires City, Developer, and Escrow Agent to enter into this
Funds Disbursement Agreement for the following reasons: (1) Ensure timely payment to
contractor(s) for work completed as part of the Golf Course Realignment; (2) Ensure the
City may verify the work completed or to be completed in connection with the
disbursements from the “Golf Course Realignment Fund” (as identified in PSDA
Amendment No. 2), and (3) Provide supplemental instructions to the Escrow Agent for
disbursement of funds at the direction of the City and Developer as the Golf Course
Realignment work proceeds.
F. Unless otherwise defined in this Funds Disbursement Agreement,
capitalized words and terms shall have the same meaning ascribed to them in the PSDA.
NOW, THEREFORE, in consideration of the above Recitals, which are a
substantive part of this Funds Disbursement Agreement, and the mutual covenants set
forth herein, and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Owners hereby agree as follows:
ARTICLE 1
BUDGET AND CONSTRUCTION OF GOLF COURSE REALIGNMENT
1.1 Contracts for Construction of Golf Course Realignment.
Developer represents and warrants to City as follows: (i) Developer has entered
into construction contract(s), pursuant to the PSDA for the construction of the Golf Course
Realignment, prior to the Effective Date of this Agreement; (ii) Developer has submitted
and affirms the proposed “Golf Course Realignment Budget” (as referenced in PSDA
Amendment No. 2) in the amounts identified in this Funds Disbursement Agreement; and
(iii) Developer shall complete and cause the completion of the work for the Golf Course
Realignment pursuant to the PSDA and any and all plans, permits and entitlements
issued by the City and other governmental agencies for the Golf Course Realignment.
1.2 Golf Course Realignment Budget.
The Golf Course Realignment Budget shall be as follows:
x General Golf Course realignment work, including realignment and
improvements for cart paths, pedestrian paths, bunkers, fairways, greens,
698/015610-0065
10927522.2 a05/18/17 - 4 -
tees, and accompanying sod, sand, and grading, for identified holes of the
Golf Course pursuant to the Golf Course Realignment Depiction/Description
(as defined in Section 2.1 below): $1,550,000
x Bridge design and construction for crossing water features/lakes: $350,000
x Five percent (5%) contingency: $95,0000
x Total Budget: $1,995,000
The five percent (5%) contingency, and any other remaining funds, may be
returned to Developer if funds remain after Developer has received from the City a
Release of Construction Covenants (as defined in the Original PSDA) for all Golf Course
Realignment work. The above-reference budget and amounts identified for the
associated work may be modified by mutual agreement, memorialized in writing, between
Developer and the City. If Developer and City mutually agree, in writing, to a modified
budget, Escrow Agent shall accept the mutually agreed upon budget adjustment without
need for signature.
ARTICLE 2
DISBURSEMENT OF FUNDS
2.1 Developer’s Payment Obligation to Contractor(s).
Developer has paid or shall pay, in a timely manner and prior to delinquency, any
and all costs and expenses associated with the construction of the Golf Course
Realignment in accordance with the PSDA, any and all construction contracts for the Golf
Course Realignment work entered into pursuant to the PSDA, and this Funds
Disbursement Agreement. A general depiction/description of the work and construction
associated with the Golf Course Realignment (generally identified as, for instance, “new
path” or “new tee”) is attached hereto as Exhibit “B” and incorporated herein by reference
(“Golf Course Realignment Depiction/Description”).
2.2 Developer Deposit into Phase 1A Escrow.
No later than one (1) business day after the Effective Date of this Funds
Disbursement Agreement, Developer shall deposit Two Million Dollars ($2,000,000)
(“Initial Deposit Amount”) into the Phase 1A Escrow. The Initial Deposit Amount, along
with any additional amounts deposited for increased costs and expenses, change orders,
or any other reason that may increase the costs and expenses to complete the Golf
Course Realignment, constitute “Golf Course Realignment Funds” as described in
PSDA Amendment No. 2.
2.3 City Review and Approval of Costs Prior to Disbursement; Developer/
Contractor Obligations; Notices Regarding Decisions; Administrative Appeals.
Prior to the disbursement of any Golf Course Realignment Funds from the Phase
1A Escrow, City shall have the right to review and approve the following: (a) Any
698/015610-0065
10927522.2 a05/18/17 - 5 -
contractor or subcontractor seeking disbursement of work alleged to be completed as part
of the Golf Course Realignment has been approved by the City and Developer for such
work; (b) Any amounts sought by any contractor or subcontractor shall be supported by
invoices or other documentation for work completed or to be completed; (c) Any payment
requests shall be submitted with associated conditional releases for completed work or
unconditional releases from prior payments received for work accepted by the City, with
such conditions in a form approved by the City; (d) Any payment request from any
contractor or subcontractor shall not be for prior work that has already been completed
and approved for disbursement; and (e) Any work or portion of work that is part of the
Golf Course Realignment, which any contractor or subcontractor notifies either Developer
or City, or both, as being complete, must be inspected and accepted by the City.
Developer shall deliver or cause to be delivered any and all documents required
by the City for the review of any request for a disbursement of Golf Course Realignment
Funds. Developer may direct any contractor or subcontractor to deliver such documents
directly to the City and/or Escrow Agent that the City requires required for review.
Unless otherwise directed by the City Council or City Manager, all documents
required for the review and approval by the City for a disbursement of Golf Course
Realignment Funds shall be delivered and reviewed by the City’s Facilities Director.
Notices and disbursement requests for the City’s Facilities Director shall be delivered to:
Steve Howlett
Facilities Director, City of La Quinta
78495 Calle Tampico ƕ La Quinta, CA 92253
showlett@la-quinta.org
No later than five (5) “business days” (which shall mean days when City Hall is
open to the general public) after the City receives a disbursement request pursuant to this
Funds Disbursement Agreement, the City’s Facilities Director shall approve, approve with
modification of amount and/or with or without conditions, or deny a fund disbursement
request and any denial or modification shall itemize each reason for denial or modification
and be supported by distinct evidence as to why payment is not due in full.
2.4 Escrow Agent to Facilitate Approved Disbursements.
The Escrow Agent shall not disburse any Golf Course Realignment Funds unless
specifically authorized in writing by the City to make a disbursement.
After reviewing and approving any disbursement request pursuant to this Funds
Disbursement Agreement, the City shall notify the Escrow Agent in writing of the amount
and payee approved for a disbursement of Golf Course Realignment Funds. Upon written
notification from the City of approved disbursements, the Escrow Agent shall disburse the
approved amount to the approved payee within five (5) business days of receipt of the
authorization from the City.
698/015610-0065
10927522.2 a05/18/17 - 6 -
Disbursement of Golf Course Realignment Funds shall be made in more than one
draw. Developer shall require that any contractor or subcontractor seeking a
disbursement shall be limited solely to the work completed and accepted by the City.
2.5 Escrow Agent to Notify City and Developer of Fund Balance.
For each disbursement of Golf Course Realignment Funds, the Escrow Agent shall
deliver to the City and Developer the remaining balance. If the Escrow Agent determines
an approved disbursement would result in a requirement to use the contingency amount
set forth in the Golf Course Realignment Budget (set forth above), Developer shall have
the obligation to deposit additional funds into the Phase 1A Escrow to ensure no less than
the contingency amount always remains available in the Phase 1A Escrow until such time
as the City issues the final Release of Construction Covenants for the Golf Course
Realignment.
2.6 Developer/Contractor Acknowledgement of Receipt.
Developer shall require any contractor or subcontractor that has received a City-
approved disbursement of Golf Course Realignment Funds to complete and deliver to the
City’s Facilities Director a certificate memorializing receipt of said payment in the form of
Exhibit “C” attached hereto.
ARTICLE 3
DEFAULT AND REMEDIES
3.1 City Rights.
In the event of failure by Developer or any successor in interest that has any
interest in the SilverRock Resort Area (or portion thereof) to perform any material term or
provision of the Golf Course Realignment, the City shall have those rights and remedies
provided in the PSDA and shall have any and all rights and remedies available at law or
in equity, including but not limited to immediate and permanent injunctive relief.
3.2 Notice and Cure of Default.
Upon the receipt of the notice of default by the City, the defaulting party shall
promptly commence to cure, correct, or remedy the identified default at the earliest
reasonable time after receipt of the notice of default and shall complete the cure,
correction or remedy of such default not later than ten (10) days after receipt of the notice
of default, or, for such defaults that cannot reasonably be cured, corrected or remedied
within ten (10) days, such party shall commence to cure, correct, or remedy such default
within such ten (10) day period, and shall continuously and diligently prosecute such cure,
correction or remedy to completion, provided that such cure, correction or remedy is
completed with sixty (60) days of the notice of default.
698/015610-0065
10927522.2 a05/18/17 - 7 -
ARTICLE 4
GENERAL PROVISIONS
4.1 SilverRock Resort Area/Golf Course To Be Free of Mechanic’s Liens.
Developer shall pay when due all claims for labor performed and materials
furnished in connection with the Golf Course Realignment. No mechanics’, materialmen’s
or other professional services liens (as contrasted with consensual monetary liens such
as construction and/or permanent financing approved by the City and in accordance with
the PSDA) shall be permitted against the SilverRock Resort Area (or any portion thereof,
including the Phase 1A Property) for any work done or materials furnished in connection
with the performance of any contractor or construction work to be completed on the
SilverRock Resort Area or as part of the Golf Course Realignment; provided, however,
that Developer may contest the validity of any such lien, but upon a final determination of
the validity thereof, Developer shall cause the lien to be satisfied and released of record.
Developer shall, within thirty (30) days after receipt of written notice of any encumbrance
by any such lien or claim of lien, (i) cause any such outstanding lien or claim of lien to be
released of record or transferred to bond in accordance with applicable law, or (ii) give
such assurance as would enable a title insurance company to insure over such lien or
claim of lien.
4.2 Force Majeure.
Performance by the City or Developer, or any permitted successor in interest, shall
not be deemed to be in default, and all performance and other dates specified in this
Funds Disbursement Agreement shall be extended, where delays or defaults are due to
causes beyond the control or without the fault of the party claiming an extension of time
to perform, which may include the following (each, a “Force Majeure”): war; insurrection;
acts of terrorism; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of
God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack
of transportation; governmental restrictions prohibiting the use of the SilverRock Resort
Area (or portion thereof, including the Phase 1A Property); unusually severe weather;
inability to secure labor, materials or tools necessary for the operation of the uses
specified in this Funds Disbursement Agreement; and delays of any contractor,
subcontractor or supplier that are not attributable to the Developer or City, or both.
Notwithstanding anything to the contrary in this Funds Disbursement Agreement, an
extension of time for any such cause shall only be for the period of the enforced delay
and shall commence to run from the time of the commencement of the cause, if notice by
the party claiming such extension is sent to the other party within thirty (30) days of the
commencement of the cause.
4.3 Amendments and Waivers.
This Fuds Disbursement Agreement may be amended or terminated only by a
written instrument executed by the City or Developer, or its authorized successor or
assignee. No waiver of any rights hereunder shall be effective unless set forth in a written
698/015610-0065
10927522.2 a05/18/17 - 8 -
instrument executed by the party to be charged, and no waiver of one right by a party
shall constitute a waiver of any similar or successive right.
4.4 Assignment.
The Developer’s rights and obligations hereunder shall not be assigned to any third
party or parties (including contractors or subcontractors) without the express written
consent of the City, which consent may be withheld in City’s reasonable discretion.
4.5 Non-liability of City Officers and Employees.
No official, officer, employee, agent or representative of City, acting in his/her
official capacity, shall be personally liable for any loss, costs, damage, claim, liability, or
judgment, arising out of or connection to this Funds Disbursement Agreement, or for any
act or omission on the part of City.
4.6 Attorney’s Fees and Costs for Prevailing Party.
If there is an action against one party by reason of the default of any term or
condition in this Funds Disbursement Agreement, or otherwise arising out of this Funds
Disbursement Agreement, the unsuccessful party shall pay to the prevailing party its
attorney’s fees and costs, which shall be payable whether or not such action is prosecuted
to judgment, and shall include fees and costs of appeal, if any. The term "prevailing party"
shall include, without limitation, a party who obtains substantially the relief sought whether
by compromise, settlement or judgment.
4.7 Severability.
If any term or condition of this Funds Disbursement Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Funds Disbursement Agreement shall continue in full force and effect, to the extent
that the invalidity or unenforceability does not impair the application of this Funds
Disbursement Agreement to condition the use of the Golf Course Parcels for a golf course
and the Golf Course Access/Operations Parcels to provide access and operations for use
as a golf course.
4.8 Authority to Execute; Representations and Warranties.
Developer warrants and represents that (i) it is duly organized and existing, (ii) it is
duly authorized to execute and deliver this Funds Disbursement Agreement, (iii) by so
executing this Funds Disbursement Agreement, Developer is formally bound to the
provisions of this Funds Disbursement Agreement, (iv) Developer’s entering into and
performance of its obligations set forth in this Funds Disbursement Agreement do not
violate any provision of any other agreement to which Developer is bound, and (v) there
is no existing or threatened litigation or legal proceeding of which Developer is aware
which could prevent Developer from entering into or performing its obligations set forth in
this Funds Disbursement Agreement.
698/015610-0065
10927522.2 a05/18/17 - 9 -
4.9 Governing Law.
The internal laws of the State of California shall govern the interpretation and
enforcement of this Funds Disbursement Agreement without regard to conflicts of law
principles. Any action at law or in equity brought by for the purpose of enforcing,
construing, or interpreting the validity of this Funds Disbursement Agreement or any
provision hereof shall be brought in the Superior Court of the State of California in and for
the County of Riverside, or such other appropriate court in said county.
4.10 Exhibits.
All exhibits referred to herein are attached hereto and incorporated herein by
reference.
4.11 No Third Party Beneficiaries.
Except for any contractor or subcontractor authorized for a disbursement of Golf
Course Realignment Funds by the City, Developer and City expressly disclaim any
intention to create any third party beneficiaries of their respective rights and obligations
set forth in this Agreement.
4.12 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which shall constitute one agreement after each City and
Developer has executed, and Escrow Agent has acknowledged, such a counterpart.
[signatures on next page]
698/015610-0065
10927522.2 a05/18/17 - 10 -
IN WITNESS WHEREOF, the parties have executed this Funds Disbursement
Agreement as of the date set forth above.
Date: ____________, 2017
Date: ____________, 2017
"DEVELOPER"
SILVERROCK DEVELOPMENT COMPANY,
LLC, a Delaware limited liability company
By: RGC La Quinta II, LLC,
a Delaware limited liability company
Its: Co-Manager
By: The Robert Green Company,
a California corporation
Its: Manager
By:
Name: Robert S. Green, Jr.
Its: President and Chief
Executive Officer
By: RGC La Quinta, LLC,
a Delaware limited liability company
Its: Co-Manager
By: The Robert Green Company,
a California corporation
Its: Manager
By:
Name: Robert S. Green, Jr.
Its: President and Chief
Executive Officer
[signatures continued on next page]
ͳͲ
ͳͲ
r
Robert S Green Jr
er
Robert S. Green, Jr.rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr
698/015610-0065
10927522.2 a05/18/17 - 11 -
Date: ____________, 2017
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
By:
Frank J. Spevacek
Its: City Manager
ATTEST:
Susan Maysels, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
William H. Ihrke, City Attorney
ACKNOWLEDGED:
Date: ____________, 2017
"ESCROW AGENT"
FIDELITY NATIONAL TITLE COMPANY,
service for “Phase 1A Escrow”
By:
Samantha Maestas
Its: Escrow Officer
[end of signatures]
Willi H Ih k Cit Att
Digitally signed by Frank J. Spevacek
DN: cn=Frank J. Spevacek, o=City of La Quinta, ou=City
Manager, email=fspevacek@la-quinta.org, c=US
Date: 2017.05.18 17:29:07 -07'00'
Digitally signed by Susan Maysels
DN: cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office,
email=smaysels@la-quinta.org, c=US
Date: 2017.05.19 08:20:51 -07'00'
698/015610-0065
10927522.2 a05/18/17 - 12 -
LIST OF EXHIBITS
A SilverRock Resort Area – Site Map and Legal Description
B Depiction/Description of Golf Course Realignment
C Payment Receipt Certificate
698/015610-0065
10927522.2 a05/18/17 EXHIBIT A
EXHIBIT “A”
SITE MAP
[See following page]
698/015610-0065
10927522.2 a05/18/17 EXHIBIT A
EXHIBIT A
SITE MAP
698/015610-0065
10927522.2 a05/18/17 EXHIBIT A
EXHIBIT “A” (CONTINUED)
LEGAL DESCRIPTION OF SILVERROCK RESORT AREA
Those portions of Sections 5, 6 and 8 Township 6 South, Range 7 East, San Bernardino
Meridian, in the City of La Quinta, County of Riverside, State of California, described as follows:
Parcels 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20, and Parcels A, B, C, D,
E, F and G, of Parcel Map No. 37207 per map filed in Book 242, Pages 72 through 87, inclusive, of
Parcel Maps, in the office of the County Recorder of Riverside County, State of California.
698/015610-0065
10927522.2 a05/18/17 EXHIBIT B
EXHIBIT B
DEPICTION/DESCRIPTION OF GOLF COURSE REALIGNMENT
[attached]
698/015610-0065
10927522.2 a05/18/17 EXHIBIT B
EXHIBIT B
DEPICTION/DESCRIPTION OF GOLF COURSE REALIGNMENT
698/015610-0065
10927522.2 a05/18/17 EXHIBIT C
EXHIBIT C
PAYMENT RECEIPT CERTIFICATE
This Payment Certificate is executed pursuant to that certain GOLF COURSE
REALIGNMENT FUNDS DISBURSEMENT AGREEMENT (“Funds Disbursement
Agreement”) dated on or about May ___, 2017, and entered into by and between the
CITY OF LA QUINTA, a California municipal corporation and charter city (the “City”), and
SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company
(“Developer”). Pursuant to Section 2.6 of the Funds Disbursement Agreement,
Developer, OR, the undersigned, if approved by the City and Developer as an approved
contractor or subcontractor, hereby certifies that the following disbursement of Golf
Course Realignment Funds has been received:
Amount of Payment: $_____________________
Date of Payment Receipt: ___________________
Alleged Remaining Unpaid Amount of Payment Request (if any): $___________
The undersigned hereby certifies that the foregoing information is true and correct
and may be relied upon by the City and any third party with any current or future right,
title, or interest in and to any portion of the SilverRock Resort Area referred to in the Funds
Disbursement Agreement.
DATED:__________________
[INSERT APPROVED PAYEE NAME]
____________________________,
____________________________
By:
Name:
Title:
By:
Name:
Title: