2018-11-08 SRR Joint Buyer & Seller Escrow Instructions Phase 1B 11-8 Final-1-
4849-2578-0090.1
JOINT ESCROW INSTRUCTION LETTER
Dated: November 8, 2018
Via E-Mail: smaestas@fnf.com;samanthamaestasteam@fnf.com
Ms. Samantha Maestas, Commercial Escrow Officer
Fidelity National Title, National Title Services
4370 La Jolla Village Drive, Suite 240
San Diego, California, 92122
Re: Escrow No. 30019421 -005 SM1 (“Escrow”)with Fidelity National Title Insurance
Company (“Escrow Holder”)and Amendment No. 3 to Purchase, Sale, and Development
Agreement (November 7, 2018) (the “Amendment No. 3”) between the City of La Quinta, a
California charter city and municipal corporation (“City”), and SilverRock Development
Company, LLC, a Delaware limited liability company (“SRDC”).
Dear Ms. Maestas:
This letter constitutes the joint escrow instructions of City and SRDC and its affiliate,
SilverRock Phase 1 LLC, a Delaware limited liability company (“SRP”) with respect to the
Escrow and the documents and funds identified below (“Joint Instruction Letter”). Unless
otherwise indicated below, all of the documents delivered to Escrow as referenced below are
undated and are to be dated by Escrow Holder pursuant to the below instructions.
I.Closing Documents.
A.Documents Delivered to Escrow by City. City has previously deposited into
Escrow or will deposit into Escrow the following documents:
Non-Recordable Documents:
1.One (1)original Amendment No. 3 to Purchase, Sale and Development
Agreement by and between City and SRDC (the “Amendment No. 3”)
executed City.
2.One (1) original Agreement to Share Transient Occupancy Tax Revenue
(Lifestyl e)(“TOT Revenue Share Agreement”)by and between City
and SilverRock Phase I, LLC, a Delaware limited liability company
(“SRP”) executed by City.
Recordable Documents:
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3.One (1) original Declaration of Conditions and Reservation of Easements
(“Reserved Easement”) by the City executed and acknowledged by the
City.
4.One (1) original Amendment to Grant Deed (Phase 1A-PSDA
Amendment No. 2)(the “Grant Deed Amendment”)by and between
City and SRDC and executed and acknowledge by City.
5.One (1) original Amended and Restated Agreement Containing
Covenants, Conditions, And Restrictions Affecting Real Property
(Luxury Hotel) (“Amended and Restated TOT Covenant (Luxury
Hotel)” by and between City and SRDC executed and acknowledged by
City.
6.One (1) original Amendment to Memorandum of Purchase, Sale and
Development Agreement (Phase 1A Property-PSDA Amendment No. 2)
(“Amendment to Memo of PSDA”)by and between City and SRDC
executed and acknowledged by City.
7.One (1) original Grant Deed (Phase 1B)(“Grant Deed (Phase 1B)”)by
and between City and SRP executed and acknowledged by City.
8.One (1) original Memorandum of Purchase, Sale and Development
Agreement (Phase 1B Property –PSDA Amendment No 3) (“Memo of
PSDA (Phase 1B)”) by and between City and SRP executed and
acknowledged by City.
9.One (1) original Option Agreement (Phase 1A Property & Phase 1B
Property (excluding Planning Areas 7, 8, & 9))and Termination of Prior
Phase 1A Option Agreement (“Option Agreement (Phase 1A/1B)”)by
and between City and SRP executed and acknowledged by City.
10.One (1) original Option Agreement (Phase 1B Property -PA 7, 8, & 9)
(“Option Agreement (PA 7, 8, 9)”) by and between City and SRP
executed and acknowledged by City.
11.One (1) original Agreement Containing Covenants, Conditions, And
Restrictions Affecting Real Property (Lifestyle Hotel) (“TOT Covenant
(Lifestyle Hotel))” by and between City and SRP executed and
acknowledged by City.
12.One (1) original Release of Covenant Affecting Real Property (Golf
Course Use)(“Release”)by City and approved by SRP executed and
acknowledged by City.
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13.One (1) original Grant of Easement and Agreement (“Grant of
Easement”) by and between SRP and City executed and acknowledged
by City.
14.One (1) original Assignment and Assumption Agreement by and between
SRDC and SRP (“Assignment and Assumption”) with Consent signed
by City.
B.Documents Delivered to Escrow by SRDC and SRP. SRDC and SRP have
previously deposited into Escrow or will deposit into Escrow the following documents:
Non-Recordable Documents:
1.One (1) original Amendment No. 3 executed SRDC.
2.One (1) original TOT Revenue Share Agreement executed by SRP.
3.One (1) original Guaranty of Completion made by The Robert Green
Company, a California corporation, for the benefit of the City.
Recordable Documents:
4.One (1) original Grant Deed Amendment executed and acknowledge by
SRDC.
5.One (1) original Amended and Restated TOT Covenant (Luxury Hotel)
executed and acknowledged by SRDC.
6.One (1)original Amendment to Memo of PSDA executed and
acknowledged by SRDC.
7.One (1) original Assignment and Assumption executed and
acknowledged by both SDRC and SRP.
8.One (1) Grant Deed by and between SRDC and SRP (“Grant Deed
(SRDC Phase 1A)”)executed and acknowledged by both SRDC and
SRP.
9.One (1) original Grant Deed (Phase 1B) executed and acknowledged by
SRP.
10.One (1) original Memo of PSDA (Phase 1B)executed and acknowledged
by SRP.
11.One (1) original Option Agreement (Phase 1A/1B)executed and
acknowledged by SRP.
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12.One (1) original Option Agreement (PA 7, 8, 9)executed and
acknowledged by SRP.
13.One (1) original TOT Covenant (Lifestyle Hotel)executed and
acknowledged by SRP.
14.One (1) original Release executed by SRP.
15.One (1) original Grant of Easement executed and acknowledged by SRP.
II.Assembly and Dating of One Fully Executed Original of Each Document. For each of the
above identified documents (collectively, the “Closing Documents”) from the Closing Documents
deposited by or for City and the Closing Documents deposited by or for SRDC and/or SRP, other
than the Completion Guaranty, assemble one fully executed, and where applicable, acknowledged,
original for each Closing Document. When it is established that the Closing will occur, date all
Closing Documents and blank date references in any of the Closing Documents the date of the
Closing. Also, note that the Assignment and Assumption references the recording information of
prior Recordable Documents which you are instructed to add to the Assignment and Assumption
prior to its recording.
III.Closing: Conditions of Closing.
The close of Escrow (the “Closing”) shall consist of your causing the below Purchase Price
to be paid to City from Escrow via Escrow Holder’s check and the following fully executed and
acknowledged documents (the “Recordable Documents”)to be recorded in the Riverside County
Recorder’s Office (the “Recorder”) in exactly the order presented below:
1.Reserved Easement.
2.Grant Deed Amendment.
3.Amended and Restated TOT Covenant (Luxury Hotel).
4.Amendment to Memo of PSDA.
5.Assignment and Assumption Agreement.
6.Grant Deed (SRDC Phase 1A).
7.Grant Deed (Phase 1B).
8.Memo of PSDA (Phase 1B).
9.Option Agreement (Phase 1A/1B).
10.Option Agreement (PA 7, 8, 9).
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11.TOT Covenant (Lifestyle Hotel).
12.Release.
13.Grant of Easement.
Promptly following the Closing you shall deliver to SRDC and/SRP (collectively referred
to herein as “Developer”) as directed below and deliver to City as directed below a copy of each
Recordable Document with recording information noted thereon, deliver to the City as directed
below the fully executed original Amendment No, 3, and TOT Revenue Share Agreement and
Completion Guaranty and deliver to Developer as directed below one copy of the fully executed
original Amendment No, 3, and TOT Revenue Share Agreement and Completion Guaranty.
Closing Documents to be delivered to Developer should be sent to Developer c/o Dana
Schiffman, Esq., CGS3, 12750 High Bluff Drive, Suite 250, San Diego, CA 92310. Closing
Documents to be delivered to City should be sent to City c/o Monika Radeva, City Clerk, 78495
Calle Tampico, La Quinta, CA 92253.
You may accomplish the Closing only upon fulfillment of all the following conditions:
A.The deposit into Escrow by SRDC of six dollars ($6) as the “Purchase Price” for
the transfer of land pursuant to Grant Deed (Phase 1B) , in good and sufficient funds, to be paid to
City as described above.
B.All conditions to the closing of the $212,250,000 construction loan (the “Loan”)
from Mosaic SilverRock, LLC, a Delaware limited liability company (the “Lender”) to
SilverRock Phase I, LLC, a Delaware limited liability company, SilverRock Lodging, LLC, a
Delaware Limited Liability Company, SilverRock Luxury Residences, LLC, a Delaware Limited
Liability Company, and SilverRock Lifestyle Residences, LLC, a Delaware Limited Liability
Company (individually and collectively, “Borrower”)set forth in the Lender’s instructions to
Escrow Holder with respect to the Lo an and Borrower’s instructions to Escrow Holder with respect
to the Loan (collectively, the “Loan Closing Instructions”) have been satisfied with the exception
of the Closing hereunder.
C.The Lo an Closing Instructions provide for the payment from Escrow of $257,240
to Urban Habitat Environmental Landscapes, $187,540.23 to Contech and $351,069.51 to Granite
Construction.
D.Receipt from City of any other documents Escrow Holder may generally require
from City to accomplish the Closing and receipt from Developer of any other documents Escrow
Holder may generally require from Developer to accomplish the Closing.
E.You hold funds from Developer and/or Lender sufficient to pay t he costs of Escrow,
recordation of the Recordable Documents (if any)and all transfer taxes (if any).
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F.You have had the Recordable Documents pre-screened by the Recorder to confirm
they are in good form for recordation. If they are not, yo u will instruct the undersigned who will
arrange for the City and SRDC and/or SRP to correct or cure any deficiency.
G.You have dated all undated Closing Documents as directed above and completed
any other blanks pursuant to mutual instructions of Developer Representative (as defined below)
and City Representative (as defined below) and substituted all pages (if any provided)pursuant to
mutual instructions of Developer’s Representative and City’s Representative.
H.YOU HAVE RECEIVED VERBAL AUTHORIZATION BY TELEPHONE OR
EMAIL AUTHORIZATION FROM A DEVELOPER REPRESENTATIVE AND A CITY
REPRESENTATIVE TO CLOSE THE TRANSACTION.
IV.Acknowledgement.
Fidelity National Title Insurance Company acknowledges that the countersignature of this
Joint Instruction Letter by its individual representative(s), transmitted to the undersigned via any
means (including facsimile or scanned e-mail attachment), shall represent a valid and binding
obligation.
By signing and delivering a counterpart of this Joint Instruction Letter, Fidelity National
Title Insurance Company is acknowledging and agreeing as follows: (i) Fidelity National Title
Insurance Company has received all of the Closing Documents described in Section I of this Joint
Instruction Letter; and (ii) Fidelity National Title Insurance Company shall fulfill all instructions
directed to Fidelity National Title Insurance Company in this Joint Instruction Letter.
V.Amendment, Modification or Revocation and Counterparts.
This Joint Instruction Letter may be revoked, amended or modified in a writing executed
by a ll parties hereto at any time prior to the Closing. Each of the following persons is a “Developer
Representative” and each is authorized to sign any revocation, supplement, amendment or
modification to this Joint Instruction Letter on Developer’s behalf: Dana Schiffman, Joseph von
Meier or Craig Swanson (all Developer’s counsel) or Robert Green, Jr. Each of the following
persons is a “City Representative”and each is authorized to sign any revocation, supplement,
amendment or modification to this Joint Instruction Letter on City’s behalf: Frank J. Spevacek
(City Manager), William Ihrke, Esq (City Attorney) and Jon McMillen. This Joint Instruction
Letter may b e executed in counterparts, each of which shall constitute one and the same instrument.
Please acknowledge your agreement to and acceptance of these instructions by signing the
enclosed copy of this Joint Instruction Letter and returning it to Dana Schiffman, Esq., counsel for
Developer, at: dschiffman@cgs3.com and to Robert Green at
robert@therobertgreencompany.com and to Frank Spevecek at Fspevacek@laquintaca.gov. Jon
McMillen at jon@tallmangroup.net and William Ihrke, Esq. at bihrke@rutan.com. If you are
unable to comply with these instructions for any reason, please contact the representatives of the
undersigned identified above as soon as possible.
Thank you for your assistance.
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The undersigned acknowledges receipt of this Joint Instruction Letter and agrees to proceed in
strict accordance therewith. B y f acilitating the Closing as described herein, Fidelity National Title
Insurance Company shall be deemed to have accepted the terms and conditions of this Joint
Instruction Letter, whether or not a signed copy has been returned.
FIDELITY NATIONAL TITLE INSURANCE COMPANY
By:
Name:
Its:
Dated: ______________