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2021 WPG LQ, LLC & Flagstar Bank, FSB (RREF II Refi) 1 - Estoppel Certificate & AgreementQB\66763172.1 ESTOPPEL CERTIFICATE AND AGREEMENT PGA West at La Quinta To: WPG LA QUINTA, LLC, a California WPG , and FLAGSTAR BANK, FSB, a federally chartered savings bank ("Bank"). RE: Development Agreement dated August 18, 2008 (as amended, supplemented and/or assigned from time to time, the "Development Agreement") recorded on September 18, 2008 as Instrument No. 2008-509913, Official Records of Riverside County, California by and between City of La Quinta ("City") and WPG, as successor by partial assignment from RREF II-CWC LaQ, LLC, with respect to the real property described on Exhibit A (the Property ; Declaration of Covenants, Conditions and Restrictions dated March 26, 2015 recorded on March 30, 2015 as Instrument No. 2015-0126316, Official Records of Riverside County, California ("CC&Rs"). February 17, 2021 Ladies and Gentlemen: The Bank is making certain credit facilities available to WPG (as increased, extended, amended or restated from time to time, collectively, the "Loan") in order to construct certain improvements on the Property, in accordance with the terms of the Development Agreement. The Loan will be evidenced in part by that certain Loan Agreement dated as of even date herewith (as amended, restated, replaced or supplemented from time to time, the "Loan Agreement") and will be secured by a Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of even date herewith which will encumber the Property (as amended, restated, replaced or supplemented from time to time, the "Security Instrument", and together with the Loan Agreement and all other documents and instruments evidencing or securing the Loan, collectively, the "Loan Documents"). As a condition precedent to making the Loan, Bank requires that the City execute and deliver this Estoppel Certificate and Agreement with respect to the Development Agreement and CC&Rs. The undersigned hereby confirms and certifies to WPG and Bank as of the date hereof, that to the actual knowledge of the undersigned, all information contained in this certificate is true and correct as of the date hereof. The following statements are made with the knowledge that WPG and Bank are relying on them: 1. CC&Rs. Except as provided in this paragraph, all assessments and fees assessed against the Property pursuant to the CC&Rs are paid and current as of the date of this letter. Individual homeowners (not WPG or any of its predecessor-in-interests) have failed to pay transient occupancy tax (TOT) mitigation fees the CC&Rs) for sales or resales of individual homes; pursuant to Section 1.2 of the CC&Rs, the Developer had the obligation to record the CC&Rs against Tract No. 36537-1 and Tract No. 36537-2; the individual homes for which the TOT mitigation fees/Transfer Payments were not paid are all in Tract No. 36537-2. Except for any liens for unpaid or delinquent TOT mitigation fees/Transfer Payments against individual homeowners in Tract No. 36537-2, there are currently no liens in place against the Property for past due assessments and fees pursuant to the CC&Rs. QB\66763172.1 Page 2 2. Development Agreement. The rights and obligations of "Developer" under the Development Agreement were assigned by Crowne Pointe Partners, LLC to RREF II-CWC LaQ, LLC pursuant to that certain Assignment and Assumption Agreement dated March 24, 2014, recorded as Document No. 2014-0115107, Official Records of Riverside County, and further partially assigned by RREF II-CWC LaQ, LLC to WPG, with respect to the Property, pursuant to that certain Partial Assignment and Assumption Agreement dated August 17, 2020, recorded as Instrument No. 2020-0382321, Official Records of Riverside County. Except as set forth above, the Development Agreement has not been amended, modified or assigned. The Development Agreement remains in full force and effect and applies to the development of the Property by WPG. 3. No Default. There is currently no payment or performance due and owing by WPG under the Development Agreement (which has not been paid and/or performed in accordance with the terms of the Development Agreement). Except for a Developer obligation to perfect the recording of the CC&Rs against Tract No. 36537-2 pursuant to Section 3.2.1 of the Development Agreement, no default or event of default by the City, WPG or any other Developer exists under the Development Agreement, nor do any circumstances exist which, with the delivery of notice and the passage of time, would constitute a default or event of default by any such party under the Development Agreement. 4. Mortgagee Protections. The City acknowledges and agrees that Bank shall be a "Mortgagee" under the Development Agreement and, without needing to provide any additional or separate notices to the City, the City shall deliver notices to Bank in accordance with the terms of Section 6.4 of the Development Agreement, at the addresses set forth below. Further, the City acknowledges and agrees that Bank shall be entitled to all rights, protections and limitations of liability afforded to a "Mortgagee" under the Development Agreement, but not limited to, those set forth in Section 6 thereof. Bank is hereby deemed to be an intended third-party beneficiary of such mortgagee protections set forth in the Development Agreement. Upon the request by Bank from time to time, in accordance with the terms of Section 8.13 of the Development Agreement, the City will provide an estoppel certificate directly to Bank as to the matters set forth therein. Without limiting the foregoing, or anything set forth in the Development Agreement: a. The City acknowledges that pursuant to the Security Instrument, WPG has granted a security interest to Bank in all of its right, title and interest in and to the Development Agreement as collateral security for its obligations to Bank under the Loan Documents, and the City hereby consents to WPG's grant of such security interest to Bank; b. The City agrees that Bank has the right (but not the obligation), in the place of WPG, to enforce performance by the City of City's obligations, if any, under the Development Agreement, and that Bank, in the place of WPG, shall have all of the rights and benefits granted to WPG under the Development Agreement, provided that all obligations of WPG under the Development Agreement have been or will be fully performed by WPG or Bank; and QB\66763172.1 Page 3 c. The City agrees that none of the following shall constitute (as between the City and Bank) a default by WPG under the Development Agreement, shall result in termination of the Development Agreement or shall require the prior written consent of the City: (i) assignment of the Development Agreement by WPG to Bank; (ii) foreclosure or other enforcement of any rights or remedies of Bank in respect of such assignment; (iii) acquisition of the rights of WPG under the Development Agreement by either Bank or its successor or assign (including, without limitation, a purchaser at or after foreclosure) as a result of such foreclosure or enforcement; or (iv) the insolvency or bankruptcy of WPG, or any rejection, discharge or cancellation of the Development Agreement, or any of them, in any insolvency or bankruptcy proceeding by or against WPG. 5. Transfer of Property. The City acknowledges and agrees that, notwithstanding anything in the Development Agreement to the contrary, any transfer of the Property by Bank to a bona fide purchaser after the foreclosure of the lien of the Security Instrument, or deed in lieu thereof or otherwise, shall be permitted without the consent of the City (provided that any such transferee shall execute and deliver an assignment and assumption agreement substantially in accordance with the terms of Section 7.1 of the Development Agreement). 6. Notices. The City acknowledges that notices to Bank shall be sent to the following addresses, in accordance with the terms of the Development Agreement: If to Bank: Flagstar Bank, FSB 5151 Corporate Dr., Mail Stop E-203-4 Troy, MI 48098 Loan Operations with a copy to: Quarles & Brady, LLP 2 North Central Avenue Phoenix, Arizona 85004 Attention: Kathryn M. Moore, Esq. 12. Successors and Assigns. This Estoppel and Agreement shall inure to the benefit of Bank, and its respective successors and assigns (including, without limitation, a purchaser at or after foreclosure), and shall be binding upon the City and its successors and permitted assigns. 13. Power and Authority. Each individual executing this Estoppel and Agreement has the power and authority to execute the same on behalf of the City. [Signature page follows] QB\66763172.1 Page 4 The person signing this letter on behalf of the City is a duly authorized agent of the City. CITY OF LA QUINTA, a California municipal corporation By:_____________________________ Name: Jon McMillen Title: City Manager ATTEST: _____________________________________ Name: Monika Radeva Title: City Clerk APPROVED AS TO FORM: _____________________________________ Name: William H. Ihrke Title: City Attorney ST: _________________________________________________________________ Monika Radeveveeeeveveevveveeeeeeeeeeeeeeevvvveeeeeevveva 02/19/2021 QB\66763172.1 Page 6 EXHIBIT A PROPERTY LEGAL DESCRIPTION Real property in the City of La Quinta, County of Riverside, State of California, described as follows: LOTS 21 THROUGH 28, 38 THROUGH 44, 65 THROUGH 72 AND 82 THROUGH 88 OF TRACT NO. 36537- 1, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN BOOK 442, PAGES 55 THROUGH 63 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.