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2018-11-29 (14) SRR Assign & Assump Agrmt (SDC to SRR Phase I, LLC) DOC # 2018-0465379:3ba72,10 s0) Re,cor 9 ROC Ucst6 GD^o I REQUESTED BY AND WHEN RECORDED MAIL TO: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2018-0465379 11/29/2018 08:00 AM Fees: $199.00 Page 1 of 8 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder "This document was electronically submitted to the County of Riverside for recording— Receipted by: MARY #420 Exempt From Recording Fee Pursuant to Government Code§ 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and 'Assumption Agreement ("Assignment") is entered into this 7� day of /�Ut7 e?rvl� , 2018 by and between SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company ("Assignor") and SILVERROCK PHASE I, LLC a Delaware limited liability company ("Assignee") with reference to the following: RECITALS A. By that certain Grant Deed (Phase — 1A Property — PSDA Amendment No. 2), recorded November 6, 2017 as Instrument No. 2017-0463950 (the "Grant Deed"), Assignor is the owner in fee simple of certain real property located at the southwest intersection of Jefferson Street and Avenue 52 in the City of La Quinta, California, defined as the "Phase 1A Property" in the PSDA (the "Site"). The Site is more particularly described on Exhibit "A", which is attached hereto and incorporated herein by this reference. B. Assignor acquired the Site from the City of La Quinta, a California municipal corporation and charter city ("City") pursuant to the terms of that certain Purchase, Sale, and Development Agreement dated on or about November 19, 2014 (the "Original PSDA") as amended by Amendment No. 1 to Purchase, Sale, and Development Agreement dated October 29, 2015 ("Amendment No. 1"), Amendment No. 2 to Purchase, Sale, and Development Agreement dated April 18, 2017 ("Amendment No. 2"), and Amendment No. 3 to Purchase, Sale, and Development Agreement dated -lVod f:"�Raf �, 2018 ("Amendment No. 3") (collectively and as may be further amended, the "PSDA"). A Memorandum of Purchase, Sale, and Development Agreement (Phase 1A Property — PSDA Amendment No. 2) was recorded in the Official Records of the County of Riverside on November 6, 2017, as Instrument No. 2017- 0463953 ("Memo of PSDA (Phase 1A)") to provide notice of the PSDA. C. On or about the same date as the City and Assignor executed the PSDA, the City and Assignor entered into that certain Development Agreement, which was recorded against the Site and certain other adjacent real property (collectively with the Site, the "Development Property") in the Official Records of the County of Riverside on December 18, 2014, as Instrument No. 2014-0484106 (the "Development Agreement"). D. Pursuant to the terms of the PSDA and the Development Agreement, the Site was to be used for a commercial development with one luxury hotel with associated branded luxury residential units, a conference and shared service facility, and related amenities as more particularly described in the PSDA (the "Project Component"). E. Pursuant to the terms of the PSDA, the City and Assignor entered into that certain: 4829-8303-2698.3 • Phase 1A Option Agreement recorded November 6, 2017, as Instrument No. 2017- 0463951 ("Phase 1A Option Agreement"); • Agreement to Share Transient Occupancy Tax Revenue dated November 19, 2014 ("TOT Sharing Agreement (Luxury Hotel)"); • Agreement Containing Covenants, Conditions, and Restrictions Affecting Real Property (Luxury Hotel) recorded November 6, 2017 as Instrument No. 2017- 0463952 (the "TOT Covenant (Luxury Hotel"); ■ Covenant Affecting Real Property (Golf Course Use), recorded May 11, 2017, as Instrument No. 2017-0189004 ("Golf Course Covenant"); • Covenant Affecting Real Property (Perimeter Landscaping and Trails), recorded May 11, 2017, as Instrument No. 2017-0189226 ("Landscape Covenant"); • Covenant Affecting Real Property (Ahmanson Ranch House), recorded May 11, 2017, as Instrument No. 2017-0189769 ("Ranch House Covenant"); • Amendment to Grant Deed (Phase 1A), recorded 2018, as Instrument No. ("Amendment to Grant Deed") • Amended and Restated Agreement Containing Covenants, Restrictions Affecting Real Property (Luxury Hotel) recorded 2018, as Instrument No. (the "Amended and Covenant (Luxury Hotel)"); Conditions, and Restated TOT • Amendment to Memorandum of Purchase, Sale, and Development Agreement (Phase 1A Property — PSDA Amendment No. 2) recorded , 2018, as Instrument No. (the "Amendment to Memo of PSDA (Phase 1A)"); All recorded instruments recorded in the Official Records of the County of Riverside, California. F. The PSDA, Development Agreement, Memo of PSDA (Phase 1A), Phase 1A Option Agreement, TOT Sharing Agreement (Luxury Hotel), TOT Covenant (Luxury Hotel), Golf Course Covenant, Landscape Covenant, Ranch House Covenant, Amendment to Grant Deed, Amended and Restated TOT Covenant (Luxury Hotel), Amendment to Memo of PSDA (Phase 1A) are collectively referred to hereinafter as the "Project Agreements". G. Assignor now desires to transfer the Site to Assignee, and concurrently therewith, to transfer to Assignee all of Assignor's rights and responsibilities under the Project Agreements to the extent that such rights and responsibilities relate to the Site. NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Assignor hereby assigns to Assignee all of Assignor's rights and responsibilities under the terms of the Project Agreements, but only to the extent that such rights and responsibilities arise from the ownership of the Project Component and/or Site from -2- 4829-8303-2698.3 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 Project Agreements to the extent that such terms affect or are affected by ownership of the Site. 3. The parties hereto acknowledge and agree that Assignee shall not be responsible for any of the obligations of the Project Agreements which arise from ownership of any portion of the Site and which arise prior to the Effective Date hereof, or which arise from any portion of the Development Property other than the Site after the Effective Date hereof. As such, a default by Assignor under any of the Project Agreements prior to the Effective Date hereof, or with respect to any portion of the Development Property other than the Site 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 any of the Project Agreements with respect to the Site 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 Site to Assignee as evidenced by the recording of the grant deed therefor in the Official Records of 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 Project Agreements (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. 7. This Assignment may be signed in counterparts which, when signed by both parties hereto, shall constitute a binding agreement. [End - Signature page follows] -3- 4829-8303-2698 3 WHEREFORE, the parties hereto have executed this Assignment on the date first written above. Date: NOL) , Z , 2018 "Assignor" SILVERROCK DEVELOPMENT COMPANY, LLC a Delaware limited liability company By: The Robert Green Company a California corporation Its: Manage By: Name: Robert S. GrpJr. Its: President and atlief Executive Officer "Assignee" SILVERROCK PHASE I, LLC a Delaware limited liability company Date: '7�� , 2018 By: The Robert Green Company, a California corporation Its: Manager _ By: Name: Robert S. Green, Jr. Its: President and Chief Executive Officer -4- 4829-8303-2698.3 CONSENT By execution below, the City hereby consents to the foregoing assignment. ATTEST: MONIKA RADEVA, City Clerk City of La Quinta, California APPROVED AS TO FORM: RUTAN & TUCKER, LLP FORWARWAN. WILLIAM H. IHRKE, City Attorney City of La Quinta, California CITY OF LA QUINTA, iaCa*11iforiaunicipal co ration and charter city FRANK J. SP A K, i€y Manager City of La int alifornia -5- 4829-8303-2698.3 NOTARY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) } County of Riverside } On November 7, 2018 before me, MONIKA RADEVA, Notary Public, personally appeared FRANK J. SPEVACEK who proved to me on the basis of satisfactory evidence to be the persons} whose nameks} iskwe subscribed to the within instrument, and acknowledged to me that he/fey executed the same in his/he t4& authorized capacity{[es-, and that by his/he4t4l r signature{&} on the instrument the person{s}, or the entity upon behalf of which the persons) 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. MONIKA RADEVA WITNESS my hand and of Icial seal. ,,,4 Notary Public - California x . Riverside County i ' Commission # 2168979 r My Comm. Expires Oct 22. 2020 Signature: (notary sea[) DOCUMENT: Assignment and Assumption Agreement by and between SilverRock Development Company, LLC, a Delaware limited liability company ("Assignor") and SilverRock Phase I, LLC, a Delaware limited liability company ("Assignee") regarding PSDA Amendment No. 3. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Couny of On V �� � before me, ?�XALEjTe �Q,_ ANOtary Public Date Here Insert Name and Title of the Officer personally appeared dtC, � � {_Qcc-LV -T _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. PAULE17EFARQUHAR Notary Public - California z z San Diego County Commission # 226541j!22.1 My Comm. Expires Nov 2, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS mad and offi 1 seal. Signature Signature of Notary Publ► Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE PHASE 1 A PROPERTY: 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, 3, 4, 5, and 6 of Parcel Map No. 37207 in the City of La Quinta, County of Riverside, State of California, per map filed May 3, 2017 in Book 242, Pages 72 through 87, inclusive, of Parcel Maps, in the office of the County Recorder of Riverside County, State of California. -6- 4829-8303-2698.3