2019-03-29 (23) Assignment & Assumption (Edward J. Himmerlberg Equity Investor) DOC # 2019-0120800DOC # 2019-0120800
FNTG 6u"ider CtVIOU's
300 nzo 1-u5
REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
04/10/2019 01:11 PM Fees: $196.00
Page 1 of 7
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
is Assi ment and Assumption Agreement ("Assignment") is entered into this A�day
of 2019 by and between SILVERROCK PHASE I, LLC, a Delaware limited
liability cofnpany ("Assignor") and SILVERROCK LAND, LLC a Delaware limited liability company
("Assignee") with reference to the following:
RECITALS
A. Reference is made to that certain Assignment and Assumption Agreement entered
into as of November 28, 2018 (the "First Assignment and Assumption Agreement") by and
between SilverRock Development Company, LLC, a Delaware limited liability company, as
assignor, and SilverRock Phase I, LLC, a Delaware limited liability company, as assignee,
recorded in the Official Records of County of Riverside on November 29, 2018 as Document
Number 2018-0465379. The recitals set forth in the First Assignment are incorporated herein by
this reference.
B. Assignor now desires to transfer the portion of the Site described in Exhibit "A"
attached hereto (the "Transferred Property") 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 Transferred Property.
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 Transferred Property 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 Transferred Property.
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 Transferred Property and which arise prior to the Effective Date hereof,
or which arise from any portion of the Development Property other than the Transferred
4830-9739-2522.1
DOC #2019-0120800 Page 2 of 7
Property 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 Transferred 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 any of the Project
Agreements with respect to the Transferred 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 Transferred Property 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 Rights and 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]
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4830-9739-2522.1
DOC #2019-0120800 Page 3 of 7
WHEREFORE, the parties hereto have executed this Assignment on the date first written
above.
Date: Pin , to, , 2019
Date: W l D , , 2019
"Assignor"
SILVERROCK PHASE I, LLC
a Delaware limited liability company
By: The Robert Green Company
a California corporation
Its: Man
By:
Name: Robert S. Great, Jr.
Its: President and Chief Executive Officer
"Assignee"
SILVERROCK LAND, LLC
a Delaware limited liability company
By: The Robert Green Company,
a California corporation
Its: Man r
By.
Name: Robert S. Green, Jr.
Its: President and Chief Executive Officer
4830-9739-2522.1
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DOC #2019-0120800 Page 4 of 7
CONSENT
By execution below, the City hereby consents to the foregoing assignment.
CITY OF LA QUINTA,
a Califo is municipaia,yof
ation and charter city
ag J. SPEVACEK, City Manager
ATTEST: La Quinta, California
Monika Radeva, City Clerk
APPROVED AS TO FORM:
RRUT]AN & TUCKER, LLP
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
-4-
4B3o-9739-2522.2
DOC #2019-0120800 Page 5 of 7
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 SAN��D�I]]EGO t�
On N\ Uk.Ct/►'t )—�. R 01 ', before me,
�v
,� ` (] • �1A]LLLr I (Insert name and title of the officer)
�'U
personal) ppearedRN 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/she executed the same in his/her authorized capacity, and that
by his/her 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.
ESS my hand and official seal.
f + PAULETTE FARQUHAR
` 1! Notary Public - California
San Diego County
Signature Commission N 2265411
My Comm. Expires Nov 2, 2022 (Seal)
-5-
4830-9739-2522.1
DOC #2019-0120800 Page 6 of 7
Eary public or other officer completing this certificate verifies only the identity of the individual
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
ty of that document.
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On �'\Q d�� �� before me, OV1nl1�'�
(Insert name and title of the officer)
personaily appeared „ a� �` 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 hels.Ke executed the same in his/hdr authorized capacity, and that
by his/ht�r signature an 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 Ana4d,�iai seal.
Signature
MONIKA RADEVA
Notary Public • California
Riverside County n
x Commission # 2168979
My Comm. Expires Oct 22, 2020 y (Seal)
1A
483a9739-2522.2
DOC #2019-0120800 Page 7 of 7
EXHIBIT "A"
LEGAL DESCRIPTION OF THE TRANSFERRED 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 10 and 11 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.
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4830-9739-2522.1
1
Monika Radeva
From:Dana Schiffman <dschiffman@cgs3.com>
Sent:Friday, March 29, 2019 1:05 PM
To:Ihrke, Bill; Monika Radeva
Cc:Joseph E. von Meier; jon@tallmangroup.net; Frank Spevacek; Fred Schuster;
'robert@therobertgreencompany.com'
Subject:RE: SilverRock
Follow Up Flag:Follow up
Flag Status:Flagged
Yes, please send to me at my address below. In addition, this email will serve as
acknowledgement and acceptance of the conditions/instructions in your email below.
Dana Schiffman
Crosbie Gliner Schiffman Southard & Swanson LLP
12750 High Bluff Drive, Suite 250
San Diego, California 92130
858.367.7694
dschiffman@cgs3.com
LinkedIn | Twitter | Google+
Visit our new website: www.cgs3.com
From: Ihrke, Bill <bihrke@rutan.com>
Sent: Friday, March 29, 2019 12:43 PM
To: Dana Schiffman <dschiffman@cgs3.com>; Monika Radeva <mradeva@laquintaca.gov>
Cc: Joseph E. von Meier <jvonmeier@cgs3.com>; jon@tallmangroup.net; Frank Spevacek <Fspevacek@laquintaca.gov>
Subject: RE: SilverRock
Importance: High
Hi Dana – Please confirm that you would like the original Assignment/Assumption sent to your attention at the address
below. FYI, a PDF copy executed by the City is attached.
Upon receipt of the original executed Assignment/Assumption, you are instructed to:
(1) Date, or cause to be dated, the original to coincide with the closing and recording date effectuating the
assignment and assumption;
(2) Cased to be signed by Assignor and Assignee, with date of signature, the Assignment/Assumption;
(3) Record, or cause to be recorded, the Assignment/Assumption only if the Assignee is Silverrock Land, LLC, an
approved affiliate and transferee under the Third Amendment to the Purchase Sale and Development
2
Agreement by and between the City of La Quinta and Silverrock Development Company, and assignee in
accordance with the transaction described in your email (below) dated, Thursday, February 21, 2019 5:20 PM;
(4) The Assignment/Assumption is to facilitate the transaction in which Edward J. Himmelberg will be the equity
investor;
(5) Prior to recording or causing to record the Assignment/Assumption, you contact the La Quinta City Manager
(Frank Spevacek), City’s Economist/Consultant (Jon McMillen), or me to authorize recording.
(6) Return a conformed copy of the recorded Assignment/Assumption to the City Clerk, Monika Radeva, within 10
days of recording (or such longer time to allow for unforeseen delays).
Thanks Dana. Do not hesitate to contact me if you have any questions.
Bill
William H. Ihrke
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
(714) 338-1863 (direct)
bihrke@rutan.com
www.rutan.com
RUTAN
_____________________________________________________
Privileged And Confidential Communication.
This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic Communications Privacy Act
(18 USC §§ 2510‐2521), (b) may contain confidential and/or legally privileged information, and (c) are for the sole use of the
intended recipient named above. If you have received this electronic message in error, please notify the sender and delete the
electronic message. Any disclosure, copying, distribution, or use of the contents of the information received in error is strictly
prohibited.
From: Dana Schiffman [mailto:dschiffman@cgs3.com]
Sent: Wednesday, March 27, 2019 3:14 PM
To: Ihrke, Bill <bihrke@rutan.com>; jon@tallmangroup.net
Cc: Joseph E. von Meier <jvonmeier@cgs3.com>
Subject: RE: SilverRock
Ok. Thank you. Attached is a revised word copy of the Assignment and Assumption marked to
show changes and a pdf clean execution copy.
Dana Schiffman
Crosbie Gliner Schiffman Southard & Swanson LLP
12750 High Bluff Drive, Suite 250
San Diego, California 92130
858.367.7694
dschiffman@cgs3.com
3
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From: Ihrke, Bill <bihrke@rutan.com>
Sent: Wednesday, March 27, 2019 2:07 PM
To: Dana Schiffman <dschiffman@cgs3.com>; jon@tallmangroup.net
Cc: Joseph E. von Meier <jvonmeier@cgs3.com>
Subject: FW: SilverRock
Dana – I look forward to our call at 3:30 to discuss the CVWD Agreement.
With respect to the Assignment/Assumption Agreement, Jon and I are OK with it, and I’m fine the form EXCEPT please
modify the last sentence of the first recital (Recital A) as follows:
Reference is made to that certain Assignment and Assumption Agreement entered into as of November 28, 2018 (the
“First Assignment and Assumption Agreement”) by and between SilverRock Development Company, LLC, a Delaware
limited liability company, as assignor, and SilverRock Phase I, LLC, a Delaware limited liability company, as assignee,
recorded in the Official Records of County of Riverside on November 29, 2018 as Document Number 2018‐0465379. The
recitals set forth in the First Assignment are a substantive part of this Assignment, incorporated herein by this reference,
and any capitalized terms not otherwise defined in this Assignment shall have the same meaning ascribed to them in the
First Assignment.
Also, please send me a PDF copy of Instrument 2018‐0465379 if you have a digital copy handy. I don’t have a hard copy
of it in front of me. Finally, please confirm the name of the equity investor so I have it for my files.
With this revision, please re‐send the Assignment and Assumption Agreement, and we can get it signed later today. (I’ve
attached the clean and redline you sent previously for convenience.) Many thanks.
Bill
William H. Ihrke
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
(714) 338-1863 (direct)
bihrke@rutan.com
www.rutan.com
RUTAN
_____________________________________________________
Privileged And Confidential Communication.
This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic Communications Privacy Act
(18 USC §§ 2510‐2521), (b) may contain confidential and/or legally privileged information, and (c) are for the sole use of the
intended recipient named above. If you have received this electronic message in error, please notify the sender and delete the
electronic message. Any disclosure, copying, distribution, or use of the contents of the information received in error is strictly
prohibited.
From: Dana Schiffman [mailto:dschiffman@cgs3.com]
Sent: Monday, March 11, 2019 3:54 PM
To: Ihrke, Bill <bihrke@rutan.com>
Cc: Joseph E. von Meier <jvonmeier@cgs3.com>; Jon ? McMillen <jon@tallmangroup.net>; Fred Schuster
4
<fred@therobertgreencompany.com>; 'robert@therobertgreencompany.com' <robert@therobertgreencompany.com>
Subject: RE: SilverRock
Bill, attached is a clean and marked copy of the proposed Assignment and Assumption
Agreement relating to the PSDA and Parcels 10 and 11. The marked copy shows changes from
the executed Assignment and Assumption Agreement entered into in connection with
Amendment No. 3 to the PSDA. We are planning on recording this Assignment and then a
Quitclaim deed of Parcels 10 and 11 from SilverRock Phase I, LLC to SilverRock Land, LLC. The
thought is to ask Fidelity to record the Assignment and Quitclaim, in that order, on an
accommodation basis.
Let me know if you have any questions or comments. Also, let me know the timing for
delivery to me of the Consent (attached to and part of the Assignment) by the City in a manner
that would allow me to combine that with the Assignor and Assignee signature page and
forward the same on to Fidelity for recording.
hold in an escrow capacity
Dana Schiffman
Crosbie Gliner Schiffman Southard & Swanson LLP
12750 High Bluff Drive, Suite 250
San Diego, California 92130
858.367.7694
dschiffman@cgs3.com
LinkedIn | Twitter | Google+
Visit our new website: www.cgs3.com
From: Dana Schiffman
Sent: Friday, March 8, 2019 11:25 AM
To: 'Ihrke, Bill' <bihrke@rutan.com>
Cc: Joseph E. von Meier <jvonmeier@cgs3.com>; Jon ? McMillen <jon@tallmangroup.net>; 'Fred Schuster'
<fred@therobertgreencompany.com>; 'robert@therobertgreencompany.com' <robert@therobertgreencompany.com>
Subject: RE: SilverRock
Bill, the investment transaction timing has been delayed but is proceeding. I prefer
including an Assignment and Assumption of the PSDA as to the conveyance of parcels 10 and
11. My only concern was timing in terms of the process of obtaining the City consent to the
5
same. Please let me know about process/timing but in the meantime, I will go ahead and
prepare the PSDA Assignment and Assumption. I just left you a voice mail along the same
lines.
Dana Schiffman
Crosbie Gliner Schiffman Southard & Swanson LLP
12750 High Bluff Drive, Suite 250
San Diego, California 92130
858.367.7694
dschiffman@cgs3.com
LinkedIn | Twitter | Google+
Visit our new website: www.cgs3.com
From: Ihrke, Bill <bihrke@rutan.com>
Sent: Tuesday, March 5, 2019 5:22 PM
To: Dana Schiffman <dschiffman@cgs3.com>
Cc: Joseph E. von Meier <jvonmeier@cgs3.com>; Jon ? McMillen <jon@tallmangroup.net>
Subject: RE: SilverRock
Dana – I received this email and voice mail but didn’t receive a proposed assignment/assumption. I apologize if I missed
it. However, it sounds like there wasn’t a need at this point to address the new entity for purposes of the land transfer,
but let me and Jon know if you like to discuss further at this time if escrow hasn’t closed.
Thanks.
Bill
William H. Ihrke
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
(714) 338-1863 (direct)
bihrke@rutan.com
www.rutan.com
RUTAN
_____________________________________________________
Privileged And Confidential Communication.
This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic Communications Privacy Act
(18 USC §§ 2510‐2521), (b) may contain confidential and/or legally privileged information, and (c) are for the sole use of the
intended recipient named above. If you have received this electronic message in error, please notify the sender and delete the
electronic message. Any disclosure, copying, distribution, or use of the contents of the information received in error is strictly
prohibited.
6
From: Dana Schiffman [mailto:dschiffman@cgs3.com]
Sent: Thursday, February 21, 2019 5:20 PM
To: Ihrke, Bill <bihrke@rutan.com>
Cc: fred@therobertgreencompany.com; 'robert@therobertgreencompany.com'
<robert@therobertgreencompany.com>; Joseph E. von Meier <jvonmeier@cgs3.com>; Jon McMillen
<jon@tallmangroup.net>
Subject: SilverRock
Bill, I left you a voice mail earlier this afternoon. We are completing the admission of an
equity investor into SilverRock Phase I, LLC and related to that transaction
SilverRock Phase I, LLC will be transferring Parcels 10 and 11 to a newly formed SilverRock
Land, LLC.
SilverRock Land, LLC will initially be owned by SilverRock Phase I, LLC and will be managed by
The Robert Green Company (RGC). Shortly thereafter, the third party investor will become the
indirect owner of SilverRock Land, LLC but at all times, SilverRock Land, LLC will be both
directly and indirectly controlled by RGC and RGC will be the development manager as to the
land held by SilverRock Land, LLC (although, as you may recall, no development is
contemplated on these (and also Parcel 12) for quite some time).
Before any development or sale of this land (which is about a year out), SilverRock Phase I will
again become the owner of SilverRock Land LLC and therefore the indirect owner of Parcels 10
and 11.
Prior to, during and after these steps, RGC will have sole control and development
management responsibility over Parcels 10 and 11.
This transaction does not trigger a City consent or approval. However, consistent with the
how we documented the transfer of the Phase 1A property from SRDC to SilverRock Phase I
wherein we entered into an Assignment and Assumption of PSDA as to which the City is a
signatory, we propose to include the same Assignment and Assumption of PSDA with the
Parcels 10 and 11 transfer to SilverRock Land, LLC.
The request and question I have is this: if we were to prepare the Assignment and Assumption
of PSDA per the above and deliver it to you early next week, would it be possible to have the
City sign it and for it to be returned to me in escrow of use in connection with the above
described transfer of Parcels 10 and 11. We are looking to admit the investor as early as 2/28
or within just a matter of days thereafter and would need the Assignment and Assumption of
PSDA back from the City before then.
Dana Schiffman
Crosbie Gliner Schiffman Southard & Swanson LLP
7
12750 High Bluff Drive, Suite 250
San Diego, California 92130
858.367.7694
dschiffman@cgs3.com
LinkedIn | Twitter | Google+
Visit our new website: www.cgs3.com