2015 SR Dev Co/PSDA Amend 1AMENDMENT NO. 1 TO PURCHASE, SALE, AND
DEVELOPMENT AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE, SALE, AND DEVELOPMENT
AGREEMENT ("Amendment No. 1") is made and entered into as of
6111-P1504 Z' 2015 ("Effective Date"), 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").
RECITALS:
A. City and Developer entered into that certain Purchase, Sale, and
Development Agreement dated November 19, 2014 (the "PSDA"), pursuant to which City
agreed to sell to Developer that certain real property located at the southwest intersection
of Jefferson Street and Avenue 52, in the City of La Quinta, California (the "Property"),
and Developer agreed to purchase the Property from City and 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 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 therein.
Unless otherwise specifically defined herein, all terms used herein shall have the
meanings ascribed to such terms in the PSDA.
B. In connection with predevelopment planning activities, Developer has made
certain refinements to the Site Map attached to the PSDA as Attachment No. 2.
C. The PSDA contains, in Attachment No. 3, a detailed Schedule of
Performance that sets forth timeframes by which Developer must undertake various
predevelopment tasks. As a result of certain occurrences, including organizational
changes involving the member entities comprising Developer, certain timeframes within
the PSDA, including certain timeframes within the Schedule of Performance, need to be
revised.
D. City and Developer now wish to amend the PSDA to update (i) the
addresses designated for Developer, (ii) the Site Map, and (iii) various timeframes,
including certain timeframes within the Schedule of Performance.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by this reference, and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1
1. Extensions to Outside Closing Dates. The PSDA is hereby amended to
replace, in their entirety, the definitions for the terms "Outside Date for Phase 1 Closing"
and "Outside Date for Phase 2 Closing" in Section 100 with the following definitions:
"Outside Date for Phase 1 Closing" means the date that is seven
hundred eighty (780) days following the Effective Date.
"Outside Date for Phase 2 Closing" means the date that is the
earlier of (a) three (3) years following the Phase 1 Closing Date, or
(b) five (5) years following the Effective Date.
2. Resort Residential Village. The PSDA is hereby amended to (i) replace the
phrase "approximately 160 Resort Residential Dwelling Units" in the definition for "Resort
Residential Village" in Section 100 with the phrase "up to 160 Resort Residential Dwelling
Units," and (ii) to add the words "up to" immediately before the reference to "160
residences" in Section IIH of the Scope of Development attached to the PSDA as
Attachment No. 5.
3. Developer Addresses. The PSDA is hereby amended to replace the
addresses for Developer in Section 601 with the following addresses:
To Developer:
With a copy to:
SilverRock Development Company, LLC
c/o The Robert Green Company
3551 Fortuna Ranch Rd.
Encinitas, CA 92024
Phone: 760-634-6543
Attention: Robert Green
Clinton L. Blain, Attorney at Law
3990 Old Town Avenue, Suite B-101
San Diego, California 92110
Phone: 619-584-1600
Attention: Clinton Blain, Esq.
4. Replacement Site Map. The PSDA is hereby amended to replace the Site
Map attached to the PSDA as Attachment No. 2 with the site map attached hereto and
incorporated herein as Exhibit 1.
5. Replacement Schedule of Performance. The PSDA is hereby amended to
replace the Schedule of Performance attached to the PSDA as Attachment No. 3 with the
schedule of performance attached hereto and incorporated herein as Exhibit 2.
6. Updates to Attachment Documents. Prior to execution of any of the forms
of documents attached to the PSDA to be executed by City and/or Developer, such forms
shall be updated as follows: (i) all addresses listed for Developer shall be updated with
the addresses set forth in Section 3 of this Amendment No. 1, (ii) all signature blocks for
Developer shall be updated to reflect the signature block for Developer set forth on Page
2
4 of this Amendment No. 1, and (iii) all notarial acknowledgements shall be updated to
the then -current form in use by the County Recorder's Office of the County of Riverside.
7. Effect of Amendment. Except as otherwise expressly provided in this
Amendment No. 1, all of the terms and conditions of the PSDA shall remain in full force
and effect.
8. Attorney's Fees. In the event of any action between City and Developer
seeking enforcement of any of the terms and conditions to this Amendment No. 1, the
prevailing party in such action shall be awarded, in addition to damages, injunctive or
other relief, its reasonable costs and expenses, including without limitation its expert
witness fees and reasonable attorney's fees.
9. Interpretation. This Amendment No. 1 shall be construed according to its
fair meaning and as if prepared by both parties hereto.
10. Governing Law. This Amendment No. 1 shall be governed by the internal
laws of the State of California and any question arising hereunder shall be construed or
determined according to such law. The Superior Court of the State of California in and
for the County of Riverside, or such other appropriate court in such county, shall have
exclusive jurisdiction of any litigation between the parties concerning this Amendment No.
1. Service of process on City shall be made in accordance with California law. Service
of process on Developer shall be made in any manner permitted by California law and
shall be effective whether served inside or outside California.
11. Time is of Essence. Time is of the essence of this Amendment No. 1 and
of each and every term and provision hereof.
12. Waiver. A waiver of a provision hereof, or modification of any provision
herein contained, shall be effective only if said waiver or modification is in writing, and
signed by both City and Developer. No waiver of any breach or default by any party
hereto shall be considered to be a waiver of any breach or default unless expressly
provided herein or in the waiver.
13. Counterparts. This Amendment No. 1 may be executed in counterparts,
each of which, when this Amendment No. 1 has been signed by all of the parties hereto,
shall be deemed an original, and such counterparts shall constitute one and the same
instrument.
14. Representations. The person(s) executing this Amendment No. 1 on behalf
of each of the parties hereto represent and warrant that (i) such party is duly organized
and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1
on behalf of said party, (iii) by so executing this Amendment No. 1 such party is formally
bound to the provisions of this Amendment No. 1, and (iv) the entering into this
Amendment No. 1 does not violate any provision of any other agreement to which such
party is bound.
3
IN WITNESS WHEREOF, City and Developer have executed this Amendment No.
1 as of the date set forth above.
Date: October 2015
"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 Californi. •r•oration
Its: . ger
By:
Name: Robert S. G -en, 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 Calorporation
Its: - nager
Date: October 2015 By:
Name: Robert S. Gree , Jr.
Its: President and Chief
Executive Officer
[Signatures continued to next page]
4
ATTE
, 2015
T:
Susan Maysels, City Cler
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
Williarn H. Ihrke, City Attorney
CITY"
CITY OF LA QUINTA, a Califon municipal
corpora • n . nd cha
By:
��
!. ir
„OW"
nk p acek
Its: City nager
5
EXHIBIT 1 SITE MAP
P t
L7.,..2.'. -.1--ER. ';::,E .-:\-.2.L Ei-LtF.Z.F.'; -
!ZEF:;...,::=.1-; Ft;:..R:M=- i - =
(77 'LIFE -TITLE :-.4•.:'.
/ 7.,--
•
, ' 3140.PCTITON
44
G'UCLUSH.ZWE
PA 6
LIFESTIIE N'.!-1DED
DEYTJAL DE.,'ELCPN1C
. -
I. it1,1\110-X Biz::-..::' DED 1, -
K.E.SIDE ITL-Lor,,E.-ORNIE :T
•
1.1..NUF1'';,-,40t54-2jA
Nt.
PO; •
GZ.7LF
-
= _ ,
Aboirs..^.14Zr
-Arlf17.ACO,KPN41
' •
P.': 11
P\FU
!I.AND USE SLINIM.ARY
;t,Th 611,111-26 PC ism- 1„,:t
WO' 110131, auT w '
,.••
1 XIIIVAPAMAZAVrfr up.
Ima $gi
. i mieotik,out ' re axi .r.
6CilMil-Elli kN1101-6AMENTILreinai666N1 MA 6
1 tvOtrkaX tutli. to 1,Eaf *Stelii itsa Fo
8,,,
I66 JO
it. wit ;Vri,..,,rajligla tAll'ic a $ trx .N
', klaiL4 if, -:
ice 15,1Mat,o ,4,x ,%, 1 1-Icthk,aul am
a ruirK ta_r n.... .
; u xuA,V,Ouw e,akFrss vs..;
Tow -shy 101
FUTUF_E CZLF
COURSE
REESP-VE,TUalt
USE PAPZELE
MASTER PLAN
SILVERROCK RESORT
LA QUINTAL, CALIFORNIA
OCTOPflk L4. 2-0-1.5
1,
ROB* GliEF.N1
c r A N
7:17-1
EXHIBIT 2
SCHEDULE OF PERFORMANCE
Item of Performance
Start
Completion*
ME TRANSACTIONAL AGREEMENTS
Execution of PSDA, TOT Sharing Agreements,
and TOT Covenant Agreements
N/A
Complete
■ Open Phase 1 Escrow and Phase 2 Escrow
N/A
Complete
PRE -DEVELOPMENT
Land & Site Planning
- Prepare, submit to City for approval, and
obtain City's approval of, plans for Golf
Course Realignment
1 month following
Effective Date
14 months
following Effective
Date
- Master site design
1 month following
Effective Date
16 months
following Effective
Date
Planning & Entitlements
- Preliminary Engineering & Mapping
1 month following
Effective Date
20 months
following Effective
Date
- Site development plans
4 months
following Effective
Date
18 months
following Effective
Date for PA 2, PA
3, and PA 4; 23
months following
Effective Date for
all other PAs
- Prepare, submit to City for approval, and
obtain City's approval of, Master Site
Infrastructure Improvements
Design/Construction Development
Drawings
8 months
following Effective
Date
21 months
following Effective
Date for PA 2, PA
3, and PA 4; 24
months following
Effective Date for
all other PAs
Conditions to Closing
3 months prior to
anticipated Phase
1 Closing or
Phase 2 Closing
15 Business Days
prior to anticipated
Phase 1 Closing or
Phase 2 Closing
- Submit to City for approval and obtain
City's approval of, evidence of financing
for Phase 1 Master Site Infrastructure
Improvements or Phase 2 Master Site
Infrastructure Improvements
1
Item of Performance
Start
All of Developer's Conditions Precedent
to the Closing and City's Conditions
Precedent to the Closing have been
satisfied, or waived by the appropriate
party
CONSTRUCTION AND INSTALLATION OF
MASTER SITE IMPROVEMENTS
PHASE 1
N/A
Completion*
Phase 1 Closing (PA 2, PA 3, PA 4, PA 7, PA 8,
PA 9, and portion of PA 10A for Permanent Golf
Clubhouse, parking, and hiking, biking, and/or
walking trails)
15 Business Days
prior to anticipated
Phase 1 Closing or
Phase 2 Closing
Install construction fencing around Luxury Hotel
site.
Mass grading — Mass grade Phase 1 Property to
construct Project per SilverRock Specific Plan,
including earthwork balance areas
On or before
Outside Date for
Phase 1 Closing
1 month following
Phase 1 Closing
Date
3 months
following Phase 1
Closing Date
1 month after start,
and prior to
commencement of
mass grading
6 months after start
Construct Golf Course Realignment
Street C1 - Access from public road to Planning
Area 2 and Planning Area 3, estimated 1,060
linear feet with grading, street, storm drain,
water, sewer, dry utility, and landscape
improvements.
3 months
following Phase 1
Closing Date
12 months
following Phase 1
Closing Date
Street C2 - Access from Street C1 to Luxury
Hotel site, estimated 870 linear feet with
grading, street, storm drain, water, sewer, dry
utility, and landscape improvements.
7 months after start
14 months after
start
12 months
following Phase 1
Closing Date
Street C3 - Access from Street C1 to Luxury
Hotel spa site, estimated 540 linear feet with
grading, street, storm drain, water, sewer, dry
utility, and landscape improvements.
14 months after
start
12 months
following Phase 1
Closing Date
Emergency Vehicle Access (EVA) 1 (golf
crossing) — EVA crossing through Golf Course
to connect Plannin• Area 3 to 52nd Avenue
Emergency Vehicle Access (EVA) 2 (golf
crossing) - EVA crossing to connect Luxury
Hotel Planning Area 2 site with Permanent Golf
Clubhouse site in Planning Area 10A
14 months after
start
3 months
following Phase 1
Closing Date
months after start
3 months
following Phase 1
Closing Date
2
7 months after start
Item of Performance
Start
Improvement D3 — Access from public road to
perimeter of Planning Area 7, Planning Area 8,
and Planning Area 9, estimated 1,000 lineal feet
with grading, street, storm drain, water, sewer,
dry utility, and landscape improvements.
12 months
following Phase 1
Closing Date
Completion*
14 months after
start
Jefferson Project Entry Features — Construct
private development entry features at Jefferson
Street and SilverRock Way
PHASE 2
16 months
following Phase 1
Closing Date
10 months after
start
Phase 2 Closing (PA 5 and PA 6)
L4 Lift Station & Laterals — Remove existing
CVWD irrigation water lift station and construct
new irrigation pump station; remove estimated
1,432 linear feet of 16" RCP irrigation line,
remove 1,415 linear feet of 54" PVD irrigation
line, install 3,660 linear feet of 30" PVC irrigation
line.
Street 01 - — Access from public road to center
of Planning Area 7 and Planning Area 9,
estimated 450 linear feet with grading, street,
storm drain, water, sewer, dry utility, and
landscape improvements.
12 months
following Phase 1
Closing Date
12 months
following Phase 1
Closing Date, but
not later than
Outside Date for
Phase 2 Closing
24 months after
start
24 months
following Phase 1
Closing Date
Improvement D2 (RiverWalk Canal) — Construct
approximately 900 lineal foot water canal
connecting existing golf irrigation lake at two
locations, with grading, street, storm drain,
water, sewer, dry utility, and landscape
improvements.
Improvement D4 (Promenade Walkway) -
Access from public road to center of Planning
Area 7 and Planning Area 9, estimated 900
linear feet with grading, street, landscape, storm
drain, sewer and water improvements.
3
24 months
following Phase 1
Closing Date
24 months
following Phase 1
Closing Date
14 months after
start
14 months after
start
14 months after
start
Item of Performance
Start
Completion*
CVWD Improvements - Per requirement of
Water Agreement, as may be amended:
complete (i) water booster station / pressure
reducing system, (ii) payment for domestic
water well and pumping plants, (iii) 2 domestic
water wells and pumping plants, abandon 14"
sewer force main and lift station.
CONSTRUCTION OF PROJECT
COMPONENTS
12 months
following Phase 1
Closing Date
Prepare, submit to City for approval, and obtain
City's approval of, Project Component
Design/Construction Development Drawings
48 months after
start
6 months prior to
anticipated start of
construction of
applicable Project
Component
Prior to start of
construction of
applicable Project
Component
Developer satisfies all conditions to develop set
forth in Section 304 of Agreement
Luxury Hotel
(PA 2)
Luxury Branded Residential Development
(PA 3)
N/A
Prior to start of
construction of
applicable Project
Component
4 months
following Phase 1
Closing Date
18 months
following start of
Luxury Hotel
Conference and Shared Services Facility
(PA 4)
Lifestyle Hotel
(PA 5)
Lifestyle Hotel (phased option)
(PA 5)
Phasing to be approved by City
N/A
4
2 years after start
7 years after start.
Project
Component
considered
complete when
70% of units are
complete.
1 year after
completion of
Luxury Hotel
(If phased, phases
to be completed
pursuant to City -
approved phasing
plan)
3 years following
completion of
Luxury Hotel
Subject to City
approval of
phasing plan
2 years after start.
Subject to City
approval of
phasing plan
Item of Performance
Start
Lifestyle Branded Residential Development
(PA 6)
Promenade Mixed -Use Village
(PA 7)
18 months
following start of
Lifestyle Hotel
Resort Residential Village
(PA 8)
Permanent Golf Clubhouse
(PA 10A)
2 years following
completion of
Luxury Hotel.
Completion*
7 years after start.
Project
Component
considered
complete when
70% of units are
complete.
8 years after start.
Project
Component
considered
complete when
70% of units are
complete.
2 years following
completion of
Luxury Hotel.
N/A
8 years after start.
Project
Component
considered
complete when
70% of units are
complete.
Concurrent with
the opening of the
Luxury Hotel.
*Completion dates or timeframes listed in this table are the absolute outside dates permissible
under this Agreement.
5