2011 LQ Retirement Residence LP - Assignment & Assumption Agrmt from CP Development LQIV
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
NCS 4-7424S Exei
DOC # 2011-0293772
07/01/2011 03:22P Fee:63.00
RecordedPineOfficial Records
County of Riverside
Larry Ii, Ward
County Clark & Recorder
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ASSIGNMENT AND ASSUMPTION AGREEMENT r
This Assignment and Assumption Agreement ( "Assignment") is entered into this
day of June, 2011 by and between CP DEVELOPMENT LA QUINTA, LLC, a LITCalifornia limited liability company (" CP") and LA QUINTA RETIREMENT�.
RESIDENCE LIMITED PARTNERSHIP, a Washington Limited partnership (%QRR")
with reference to the following:
A. WHEREAS, CP is the owner in fee simple of certain real property located
at the southeast corner of Miles Avenue and Washington Street in the City of La Quinta,
California, as more particularly described on Exhibit "A" attached hereto and
incorporated herein by this reference (the "Subject Property").
B. WHEREAS, CP acquired the Subject Property and certain other adjacent
real property from the La Quinta Redevelopment Agency, a public body, corporate and
politic ("Agency") pursuant to the terms of that certain Disposition and Development
Agreement dated on or about December 18, 2003, and as further amended over time
through a series of six amendments on or about the following dates: October 28, 2004;
December 7, 2004; November 2, 2005; October 20, 2006; August 23, 2007; and March
19, 2008 (hereinafter collectively referred to as the "DDA").
C. WHEREAS, concurrently with the execution of the DDA, the City of La
Quinta ("City") and CP entered into that certain Development Agreement, which was
recorded in the Official Records of the County Recorder for the County of Riverside (the
"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. 2004-0885063by 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 Instrument No. 2005-1045418, and by 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
(hereinafter collectively referred to as the "DA").
D. WHEREAS, LQRR and CP have entered into that certain Offer and
Contract to Purchase Real Property dated January 18, 2011, as amended by that certain
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First Amendment to Offer and Contract to Purchase Real Estate dated June 9, 2011,
wherein LQRR agreed to purchase and CP agreed to sell the Subject Property, and CP
agreed, concurrently with such sale, to transfer and assign to LQRR all of CP's rights and
responsibilities under the DDA and the DA with respect to the Subject Property.
E. WHEREAS, prior to CP effecting any such sale or assignment, the
Agency and the City require that LQRR and CP execute this Assignment to memorialize
the acknowledgement by LQRR of the rights and development obligations of the Subject
Property as further detailed in the DDA and DA and to provide for the assumption of
such obligations.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. CP Transfer to LORR.
a. CP hereby assigns to LQRR all of CP's rights and responsibilities under
the terms of the DDA and the DA with respect to the Subject Property
from and after the Effective Date of this Assignment.
b. LQRR hereby accepts the foregoing assignment and agrees to be bound by
the terms of the DDA and the DA with respect to the Subject Property
from and after the Effective Date.
c. The parties hereto acknowledge and agree that LQRR shall not be
responsible for any of the obligations of the DDA or the DA which arise
from ownership of the Subject Property existing prior to the Effective
Date hereof. As such, a default by CP under either the DDA or the DA
with respect to the Subject Property prior to the Effective Date hereof shall
not be deemed a default by LQRR. A default by LQRR under either the
DDA or the DA with respect to the Subject Property on or after the
Effective Date hereof shall not be deemed a default by CP, and LQRR
shall indemnify, defend and hold harmless CP from any and all losses,
claims or liability, including without limitation reasonable attorneys' fees
and costs, arising from any such default by LQRR.
2. Requirement for Amendments to DDA. DA and Center Point Specific Plan.
LQRR intends to construct on the Subject Property a senior congregate care
residential facility including both independent living and assisted living units.
LQRR acknowledges and agrees that (i) prior to LQRR commencing such
development on the Subject Property, LQRR shall be required to process through
the City amendments to the DDA, DA, and Center Point Specific Plan (SP2001-
055) that permit the development contemplated on the Subject Property by LQRR
(collectively, the "Proposed Amendments"); (ii) the Agency, City, and Planning
Commission (as applicable) will review and consider all of the Proposed
Amendments in their sole and absolute discretion; and (iii) the Agency's and
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City's consent to this Assignment does not constitute any approval or
precommitment to approve of any of the Proposed Amendments.
3. Effective Date. This Assignment shall be deemed effective (the "Effective
Date") upon the last of the following events to occur: (a) the written consent to
this Assignment by the City with respect to the assigned rights and obligations
arising under the DA, (b) the written consent to this Assignment by the Agency
with respect to the assigned rights and obligations arising under the DDA, (c) or
conveyance of the Subject Property to LQRR, as evidenced by the recording of
the grant deed therefor in the Official Records.
4. Recording of Documents. This Assignment is to be recorded in the Official
Records.
5. Corporate Authority. 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. Governing Law. This Assignment shall be governed by the internal laws of the
State of California, without regard to conflict of law principles.
Counterparts. This Assignment may be executed in counterparts, and counterpart
signature pages may be combined into one or more fully executed original for
recording purposes.
[Signature pages follow]
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WHEREFOR, the parties hereto have executed this Assignment on the date first written
above.
«CP„
CP DEVELOPMENT LA QUINTA, LLC
a California limited liability company
By: Oliphant Family Trust
Its: Member n
By: !�.
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager " L�
By;
Richard R. Oliphant
Its: President
«LQW'
LA QUNITA 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: Manager U NW IJ COLWTMART
By:
Barton G. Colson, President
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WHEREFOR, the parties hereto have executed this Assignment on the date first written
above.
"CP'>
CP DEVELOPMENT LA QUINTA, LLC
a California limited liability company
By: Oliphant Family Trust
Its: Member
SIGNED IN COUNTERPART
By:
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager SIGNED W COUNTERPART
By:
Richard R. Oliphant
Its: President
"LQW'
LA QUNITA 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: Manager
By:
Barton G. Colson, President
W02-WEST:3DPCI\44400R0?3-219 JIOaO� 53 -4-
A ._
State of California )
County of l e ;l
On I/nE' before me, /i% i�%c1� Notary
Public,
� 7 here insertnam and title of the officer)
personally appeared /Y I P?i7Gt ayp Je /- 62,4ll4477
who proved to me on the basis of satisfactory evidence to be the person(4 whose named
is/are subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(iA, and that by his/ljei/tlyeir
signature(a) on the instrument the person(s), 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.
SUSAN M. MALEK
Commission 0 1924669
Signatur` Notary Public - California
is Riverside County
State of California )
County of .Z ✓ . �
OII\-TVn P l y )611 , before me,zu— S� /b/ - / "l4-IP.0 , Notary
Public,
pJ' (here i sort name and qq'tle of the officer)
personally appeared I/}�12T// �. 07124q
who proved to me on the basis of satisfactory evidence to be the person(4 whose name(B)
is/are subscribed to the within instrument, and" acknowledged to me that he/she/the
executed the same in his/her/their authorized capacity(io, and that by hisaxlrAir
signatures) on the instrument the person(a), or the entity upon behalf of which the
persons) 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.
PfflSUSAN M. MALEK
Signs t �slslQ� /�/ //r/201J
Commission 0 1924669
Notary Public • California
Riverside County
ME Comm. Exoires Mar 2. 2015+
S
W02•WEST:3DPCl -5-
State of California )
County of )
On before me,
Public,
Notary
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) 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.
1N&t. �On® (seal)
State of )
Countyof Qjg%k a ,
On iky-g. ID, 20 I t before me, P.0 i r-, �. bii� S Notary
Public, 4t;y WOL!a .0 vrN,
� /1 �n (here insert name and title of the officer)
t. personally appeared 6-4, C�. l,O�
who proved to me on the basis of satisfactory evidence to be the persort(a whose namc(s)r
is/are subscribed to the within instrument, and acknowledged to me that he/sheAhey
executed the same in his/her#hek authorized capacity(ies), and that by his/kefAheir
signatureX on the instrument the perso*y ,, or the entity upon behalf of which the
personKacted, 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 and and official seal.
Signature Jct ed
W02-WEST:3DPCIkt01909M—.1401008055.3 -5-
NOTARY PUBLIC
STATE OF WASHINGTON
ROBIN R. GOINS
Commission Expires September 26, 2011
(seal)
State of California )
County of9jig Rs t Or, )
On J14dP, Zq� Zell before me, SLtSA14 MAYSELS Notary
Public,
personally appeared - I How1AS C. <9fS�
who proved to me on the basis of satisfactory evi
is/=w subscribed to the within instrument, an
Insert name end title of the offioar)
d
I certify under PENALTY OF PER.NRY under the laws of the State of California that the
foregoing paragraph is true and correct.
SUSAN MAYSELS
WITNESS my hand and official seal, co W A1E44479 ><
' NOTARY PUBLIC • CAUFORNIA3
Signature s� Cola 2813
YJa (seal)
State of�alife )
County` of Cim,
On-\Aki,. ID,I aD l t before me, To6i r-b Q. r nin.S Notary
Public, -ftx r-N,
@ere Insert name and tlUe of the officer)
personally appeared ta� G7 IAlSDn
who proved to me on the basis of satisfactory evidence to be the person�<whose name,W
ishm subscribed to the within instrument, and acknowledged to me that be/sh&Wwy
executed the same in hia/hez4hoit authorized eapacity(ies), and that by his/h Ahoir
signature,Es'f on the instrument the perso;K, or the entity upon behalf of which the
personKacted, 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 and and official seal. NOTARY PUBLIC
STATE OF WASHINGTON
ROBIN R. GOINS
Signatnre Commission Expires September 26, 2011
... .... .. .. .....___....... ... ... .. ... .._._.... _ .. _.. ......... ....... __.. ....._..._ _..... .. .......... ... ...... ..
(seal)
WM-WEST:3DPCI\4GM&835,24bt2aen553 '5—
CONSENT
By execution below, the Agency and City hereby (i) consent to the foregoing
Assignment; and (ii) release CP from any further obligations under the DA or DDA
with respect to the Subject Property.
LA QUINTA REDEVELOPMENT
AGENCY, a public body, cor
porate and
Its: Executive Director
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
SIGNED IN COUNT to
Agency Counsel
CITY OF LA QUINTA, a California
municipal corporation and charter city .
organized and existing under the Is 7
of
Bv�te California
l
Its` City Manager
APPROVED AS TO FORM:
RUTAN & TUCKE LLP
SIGNED W MUNrERPAW
City Attorney
W02-WEST3DPC1144IM0V5*242Jffi ss3
CONSENT
By execution below, the Agency and City hereby (i) consent to the foregoing
Assignment; and (ii) release CP from any further obligations under the DA or DDA
with respect to the Subject Property.
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
SIGNED IN COUNTERPART
By:
Its: Executive Director
ATTEST:
SIGNED IN COUNTERPART
Agency Secretary
AS TO FORM:
CITY OF LA QUINTA, a California
municipal corporation and charter city
organized and existing under the laws of
the State of California
SIGNED IN COUNTERPAH i
By:
Its: City Manager
ATTEST:
SIGNED IN COUNTERPART
City Clerk
WNW• 01AMM1••
W02-WEST;3M1\4918000- o100a0ss3 _ __
EXHIBIT A
Subject Property Legal Description
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 DOCUMENT
RECORDED APRIL 19, 2006 AS INSTRUMENT NO.2006-0280726 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 000 ITI3" 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
440.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 490 0637" 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 I1' 52" EAST;
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND CONTINUING ALONG SAID
NORTHERLY LINE OF PARCEL 7, THROUGH A CENTRAL ANGLE OF 040 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)-SOU-TH-16° 39-I4-''-EAST AND -NON -TANGENT TO-L-AST-SA-ID-GUR-VF AS-DIS-T-ANCE-OF-55,87 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 250.00
FEET;
DM US 2782%61.10.046314.0074
(2) THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 20"
41' 22", AN ARC DISTANCE OF 90.27 FEET;
(3) THENCE TANGENT TO SAID CURVE SOUTH 04° 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 50" 1 Y 13" EAST, A DISTANCE OF 592,88 FEET TO
THE POINT OF BEGINNING.
EXCEPTING THEREFROM AGENCY EXCEPTS AND RESERVES FROM THE 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 THEREOF 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 THEREOF 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
DM US 27829661.10.046314.0074