2012 LQ Retirement Residence LP - Assignment & Assumption Agrmt from CP Development LQRECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of La Quinta
P.O. Box 1504
La Quinta, CA 92247
Attn: City Manager
DOC # 2012-0564809
11/21/2012 02:48P Fee:NC
Page 1 of 12
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
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(Exempt From Recording Fee per Gov't Code § 27383)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment') is
entered into this jq_�Iday of QC/fd BE2 , 2012, by and between
CP DEVELOPMENT LA QUINTA, LLC, a California limited liability company
("Assignor") and LA QUINTA RETIREMENT RESIDENCE LIMITED PARTNER-
SHIP, a Washington limited liability company ("Assignee") with reference to the
following:
A. Assignee is the owner in fee simple of certain property located at the
southeast corner of Miles Avenue and Washington Street in the City of La Quinta,
California (Parcel B"). Parcel B is more particularly described on Exhibit "A" attached
hereto and incorporated herein by this reference.
B. Assignee acquired Parcel B from Assignor, on or about July 1, 2011, for
the purpose of constructing thereon (i) a one hundred thirty-two (132) suite retirement
community, (ii) four (4) single -story duplex cottages, (iii) a seventy-two (72) suite
assisted living community, and (iv) a thirty-two (32) bed memory care facility
(collectively, the "Senior Living Facility.")
C. Assignor originally acquired Parcel B, along with certain adjacent real
property (collectively, the "Center Pointe Property"), from the former La Quinta
Redevelopment Agency ("Agency") pursuant to the terms of that certain Disposition and
Development Agreement dated on or about December 18, 2003 ("Original DDA"), as
amended on or about October 28, 2004, on or about December 7, 2004, on or about
November 2, 2005, on or about October 20, 2006, on or about August 23, 2007, and on or
about March 19, 2008 (collectively the "DDA Amendments"). The Original DDA, as
modified by the DDA Amendments, is hereinafter referred to as the "DDA".
D. Concurrently with the execution of the Original DDA, the Agency and
Assignor entered into that certain Development Agreement, which was recorded in the
Official Records of the County Recorder for the County of Riverside ("Official Records")
on January 5, 2004 as Instrument No. 2004-0005256, and amended by that certain
Amendment No. 1 to Development Agreement executed on or about October 28, 2004
and recorded in the Official Records on November 8, 2004 as Instrument No. 2004-
0885063, that certain Amendment No. 2 to Development Agreement executed on or
about November 17, 2005 and recorded in the Official Records on December 19, 2005 as
882/015610-0061
3112529.2 a09/21/12 '1-
Instrument No. 2005-1045418, and that certain Amendment No. 3 to Development
Agreement executed on or about May 6, 2008 and recorded in the Official Records on
June 4, 2008 as Instrument No. 2008-0303530 (as amended, the "Development
Agreement.")
E. Pursuant to the terms of the DDA and the Development Agreement, the
Center Pointe Property is to be used for a mixed use development project (the "Project"),
with Parcel B designated for a residential development that includes an affordable
housing component (the "Original Residential Component").
F. On June 28, 2011, the Governor signed Assembly Bill 26 ("ABxI 26")
and Assembly Bill 27 ("ABxI 27") from the 2011-12 First Extraordinary Session of the
California Legislature. .ABxI 26 immediately suspended all redevelopment agency
activities, except continued performance of "enforceable obligations," and set forth a
process to dissolve redevelopment agencies and end redevelopment in California. ABxI
27 provided a "voluntary alternative redevelopment program," which would have
allowed redevelopment agencies to remain in existence and continue redevelopment, if
remittance payments were made to cover the State of California's budget shortfall for
fiscal year 2011-12 and were made in subsequent fiscal years to cover State costs.
A lawsuit was filed, challenging the constitutionality of both ABxI 26 and 27. The
California Supreme Court upheld the constitutionality of ABxl 26, revising the effective
dates of certain provisions, and struck down as unconstitutional ABxI 27. (California
Redevelopment Assn. v. Matosantos (2011) 53 CalAth 231 ("CRA Case"). ABxI 26 is
chapter 5, Statutes 2011, First Extraordinary Session, which added Part 1.8 (suspension
provisions) and Part 1.85 (dissolution provisions) of Division 24 of the Health and Safety
Code. Under the CRA Case, all redevelopment agencies dissolved February 1, 2012.
Pursuant to Health and Safety Code section 341710), added by Part 1.85 of Division 24,
and City Council Resolution No. 2012-002, the City of La Quinta ("City") is the
"successor agency" to the former La Quinta Redevelopment Agency.
G. On June 27, 2012, the Governor signed Assembly Bill 1484 from the
2011-2012 Regular Session of the California Legislature ("AB 1484"), which established
that successor agencies are separate legal entities from the entities that provide for their
governance. As a result of AB 1484, the successor agency to the former Agency is now
formally the "City as Successor Agency to the La Quinta Redevelopment Agency" (the
"Successor Agency").
H. Concurrently with the execution of this Assignment, (i) the Successor
Agency and Assignee are entering into that certain Amendment No. 7 to Disposition and
Development Agreement ("DDA Amendment"), and (ii) the City and Assignee are
entering into that certain Amendment No. 4 to Development Agreement (the "DA
Amendment"). Pursuant to the DDA Amendment and DA Amendment (collectively, the
"DDA/DA Amendments"), each of the DDA and Development Agreement will be
modified to omit the Original Residential Component and add the Senior Living Facility.
The effectiveness of the DDA/DA Amendments is conditioned on the execution and
recordation of this Assignment.
882/015610-0061 -2-
3112529.2 a09/21/12
I. Assignor now desires to transfer to Assignee all of Assignor's rights and
responsibilities under the DDA and the Development Agreement to the extent that such
rights and responsibilities relate to Parcel B and to the development of the Senior Living
Facility.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns to Assignee all of Assignor's rights and
responsibilities under the terms of the DDA and the Development Agreement with
respect to Parcel B and the Senior Living Facility from 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 DDA and the Development
Agreement with respect to Parcel B and the Senior Living Facility.
3. The parties hereto acknowledge and agree that Assignee shall not be
responsible for any of the obligations of the DDA or the Development Agreement which
arise from ownership of any portion of the Center Pointe Property which arise prior to the
Effective Date hereof, or which arise from any portion of the Center Pointe Property
other than Parcel B after the Effective Date hereof. As such, a default by Assignor under
either the DDA or the Development Agreement prior to the Effective Date hereof, or with
respect to any portion of the Center Pointe Property other than Parcel B 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 either the DDA
or the Development Agreement with respect to Parcel B 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 written consent to
this Assignment by the City and the Successor Agency (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.
182/015610-0061
31125292 a09/2 V 12
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 executed in counterparts, each of which, when
this Assignment has been signed by all the parties hereto, shall be deemed an original,
and such counterparts shall constitute one and the same instrument.
[End — Signature page follows]
882/015610-0061
31125292.09/21/12
WHEREFORE, the parties hereto have executed this Assignment on the date first
written above.
"Assignor"
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
By: Q- . �, L
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
r
By: — ( 4��
Richard R. Oliphant
Its: President
"Assignee"
LA QUINTA RETIREMENT
RESIDENCE LIMITED PARTNERSHIP,
a Washington limited partnership
By: La Quints GP LLC, a Washington
limited liability company
Its: General Partner
By: Hawthorn. Management Services
Corp., a Washington corporation
Its: Mans er
By:
Barton G. Colson
Its: President
882(015610-0061
31125291 109AII12
WHEREFORE, the parties hereto have executed this Assignment on the date first
written above.
"Assignor"
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
SIGNED IN COUNTERPART
Un
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
SIGNED IN COUNTERPART
By:
Richard R. Oliphant
Its: President
"Assignee"
LA QUINTA RETIREMENT
RESIDENCE LIMITED PARTNERSHIP,
a Washington limited partnership
By: La Quinta GP LLC, a Washington
limited liability company
Its: General Partner
By: Hawthorn Management Services
Corp., a Washington corporation
Its: Mane
By:
Barton G. Colson
Its: President
882/015610-0061 _
3112529.2 a0921/12 -�
State of California )
County of IC VVSidtl
On /0_ /,:;I— _ before me, I�I�GGIS �GI'�Z Notary
Public,
ere in name and title of the officer=_
personally appeared tC r� V/'Qi7al1f'
who proved to me on the basis of satisfactory evidence fo be the personf,a'f°whose nam5"
Xa�re subscribed to the within instrument, and acknowledged to me that he/shelthey
executed the same in his/herhiteir authorized capacity(ies), and that by his/hw4dwir
signature(s) on the instrument the person , or the entity upon behalf of which the
perso5Wacted, 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 h official seal. GLAOIS PERE2
Commission N 1943564 =
Notary Public - California
Signature
Riverside County
g hl Comm. Expires Jul 9. 2015
S o,�k, Jdy, ' �� (seal)
County
ofo
County of CA&
On D�/ ,, I,
1�/I" 161 before me, �D d; n Notary
Public,
// n -(here insert came and title of the officer)
personally appeared �LP/}� MJ7 C��S�� 1
who proved to me on the basis of satisfactory evidence to be the persotl,�whose names
is/are subscribed to the within instrument, and acknowledged to me that he/shekw5,
executed the same in his/kepUeir authorized capacity(ies), and that by hi "n,,,oriicr-
signatu 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.
WITNESS my hand and official seal
Signature
BBVD15610-0061
31125291 e09121112
NOTARY PUBLIC
STATE OF WASHINGTON
ROBIN R. GOINS
Commission Expires September26, 2015
(seal)
State of California )
County of RA01S LD & )
On QG'io UM i9. 2 of Y before me, SgSM M AY56-S , Notary
Public,
f^ + (herg insert name and title of the officer)
personally appeared t' A 1� �C d • SSE 4A GE k
who proved to me on the basis of satisfactory evidence to be the person(#) whose name(4)
iskap subscribed to the within instrument, and acknowledged to me that hehohak Ay
executed the same in his/knt< h& authorized capacity(tilw), and that by hlsAwr4bek
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.
WITNESS my hand and official seal. st'w SUSAN MAYSELS
COMht. Itt8W79
NOT PLIBLIC 1
Signature `� l R eptE sAPNM 2013
WasGt; 4-In
(seal)
State of C-
of
)
County �)
4 On Q1�6y I5�� 2017-, before me, D 6; n Q- GO; " 9 ,Notary
Public,
( _ „ (here insert name and title of the officer)
personally appeared 1. 0A 1-0Y1 LZ L04"V h
who proved to me on the basis of satisfactory evidence to be the person,(g)"whose names
is/are subscribed to the within instrument, and acknowledged to me that he/she/hey-
executed the same in his/kep4heir authorized capacity(ies), and that by his,/"4ff4h ir-
signaturefs�on the instrument the perso*)� or the entity upon behalf of which the
person�cted, 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 hand and official seal
4LSignature rt'
882/015610,0061
3112529 2 a09/21/12 -�'
NOTARY PUBLIC
STATE OF WASHINGTON
ROBIN R. GOINS
Commission Expires September 26, 2015
(seal)
CONSENT
By execution below, the City hereby (i) consents to the foregoing Assignment,
and (ii) releases CP from any further obligations under the DA with respect to Parcel B
and the Senior Living Facility.
CITY OF LA QUINTA, a California
municipal corporation and charter city
organized and existing u der the laws of
the Statq of Calif 5a
Manager
A T:
Susan Maysels, City Cler
APPROVED AS TO FORM:
RUT AN TUCKER, LP
By:
. Kath rive Jenso ity Attorney
By execution below, the Successor Agency hereby (i) consents to the foregoing
Assignment, and (ii) releases CP from any further obligations under the DDA with
respect to Parcel B and the Senior Living Facility.
CITY AS SUCCESSOR AGENCY TO
THE LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
AT
Susan Maysels, Successor gency
Secretary
APPROVED AS TO FORM:
RUT TU LLP
By:
the ine Jenson, cessor
Agency Counsel
882/015610-0061 _7-
31125292 a09/21/12
EXHIBIT "A"
LEGAL DESCRIPTION OF PARCEL B
Real property in the City of La Quinta, County of Riverside, State of California, described as
follows:
PARCEL B AS SHOWN ON LOT LINE ADJUSTMENT NO.2006-452 AS EVIDENCED BY D�XUMENT
RECORDED APRIL 19, 2006 AS INSTRUMENT N0.20D6.0280726 OF OFFICIAL RECORDS, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, PARCEL 8
TOGETHER WITH THAT PORTION OF PARCEL 7 OF PARCEL MAP NO. 31116, AS SHOWN BY MAP
ON FILE IN BOOK 212, AT PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS, RIVERSIDE
COUNTY RECORDS, BEING IN THE SOUTH HALF OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE
7 EAST, S.B.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 8;
THENCE ALONG THE SOUTHEASTERLY, EASTERLY AND NORTHERLY BOUNDARY LINES OF SAID
PARCEL 8 THROUGH THE FOLLOWING FIVE (5) COURSES:
(1) NORTH 430 56' 44" EAST, A DISTANCE OF 152.65 FEET;
(2) THENCE NORTH 00° 12' 13" WEST, A DISTANCE OF 790.73 FEET;
(3) THENCE SOUTH 890 47' 47" WEST, A DISTANCE OF 239.56 FEET TO THE BEGINNING OF A
TANGENT CURVE, CONCAVE NORTHEASTERLY, HAVING.A RADIUS OF 80.00 FEET;
(4) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE
OF 450 27 41", AN ARC DISTANCE OF 63.48 FEET;
(5) THENCE TANGENT TO SAID CURVE NORTH 440 44' 32" WEST, A DISTANCE OF 91.61 FEET
TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A
RADIUS OF 440.OD FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 490
06' 37" EAST;
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND CONTINUING ALONG SAID
NORTHERLY LINE OF PARCEL 8 AND ALONG THE NORTHERLY LINE OF SAID PARCEL 7,
THROUGH A CENTRAL ANGLE OF 230 54' 45", AN ARC DISTANCE OF 183.63 FEET TO THE
BEGINNING OF A COMPOUND CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF
840.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 250 11' 52" EAST;
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND CONTINUING ALONG SAID
NORTHERLY LINE OF PARCEL 7, THROUGH A CENTRAL ANGLE OF 04° 02' 08", AN ARC
DISTANCE OF 59.16 FEET TO THE MOST NORTHERLY NORTHWEST CORNER OF SAID PARCEL
7;
THENCE ALONG THE WESTERLY LINES OF SAID PARCEL 7 THROUGH THE FOLLOWING THREE
(3) COURSES:
(1) SOUTH 16° 39' 14" EAST AND NON -TANGENT TO LAST SAID CURVE, AS DISTANCE OF 55.97
FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF
250.00 FEET;
(2) THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF
200 41' 22", AN ARC DISTANCE OF 90.27 FEET;
(3) THENCE TANGENT TO SAID CURVE SOUTH 040 02' 08° WEST, A DISTANCE OF 333.46 FEET
TO THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID PARCEL 8;
THENCE LEAVING SAID WESTERLY LINES OF PARCEL 7 AND ALONG SAID PROLONGATION AND
SAID SOUTHWESTERLY LINE OF PARCEL 8, SOUTH 50010' 13" EAST, A DISTANCE 0f 592.88
FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM AGENCY EXCEPTS AND RESERVES FROM TfiE CONVEYANCE, HEREIN
DESCRIBED ALL INTEREST OF THE AGENCY IN OIL, GAS, HYDROCARBON SUBSTANCES AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET
BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE
AND OCCUPY ALL PARTS OF THE PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET
BELOW THE SURFACE THEROF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR
MINERALS FROM SAID PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT
TO USE EITHER THE SURFACE OF THE PROPERTY OR ANY PORTION THEROF WITHIN FIVE
HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR
TO USE THE PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR
ENJOYMENT OF THE PROPERTY, AS RESERVED IN THE DEED FROM LA QUINTA
REDEVELOPMENT AGENCY, RECORDED DECEMBER 09, 2004 AS INSTRUMENT NO, 04.979137
OF OFFICIAL RECORDS.
APN: 604-630.027-6
882/015610-0061
3112529.2 a09/21/12 -2-
SEE SHEET 2 FOR
ANN[STATIAN TABLES
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PARCEL 9
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ACCESS
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9.451 AC.
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CONSULTING, INC.
LEGEND
MADHEM Sams & ASSOCIATES. INC�
EXISTING LOT LINE TO
BE DELETED
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P,weemm ■ Ctm B•om®wo • LA Sunv
EXISTING LOT LINE TO
REMAIN
34200 BOB Hors Dove • RANM hf A • CA 92270
NEW ADJUSTED LOT LINE
11m.ar m M 320M • F" (76M 323403
RESTRICTED ACCESS
SHEEP i of 2 - J.N. 1612
PER PMD 212/60-66
88210l5610-0061
31125292.09/21/12
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