SilverRock Phase I, LLC - Luxury Hotel CC&Rs Amend 1 DOC # 2021-0606108MEMORANDUM
DATE:
TO:
FROM:
RE:
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
___ Approved by City Council on ___________________________________________
___ City Manager’s signing authority provided under the City’s Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
___ Department Director’s or Manager’s signing authority provided under the City’s
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
___ Bid ___ RFP ___ RFQ ___ 3 written informal bids
___ Sole Source ___ Select Source ___ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
___ Agreement payment will be charged to Account No.: _____________________
___ Agreement term: Start Date ________________ End Date ________________
___ Amount of Agreement, Amendment, Change Order, etc.: $____________________
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
___ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: ______________________________ Date: _______________
___ Bonds (originals)as required by the Agreement (Performance, Payment, etc.)
___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
___ Business License No. __________________; Expires: __________________
___ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
October 12, 2021
Jon McMillen, City Manager
Monika Radeva, City Clerk
SilverRock Phase I, LLC - Amendment 1 to Amended & Restated Agreement containing
Covenants, Conditions, & Restrictions affecting real property - Luxury Hotel
✔October 5, 2021; Business Item 1
✔10/12/2021
N/A
N/A
DOC # 2021-0606108
10/13/2021 03:47 PM Fees: $0.00
Page 1 of 7
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO: **This document was electronically submitted
to the County of Riverside for recording —
City of La Quinta Receipted by: ALEJANDRA#1032
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
[SPACE ABOVE FOR RECORDER.]
EXEMPT FROM RECORDER'S FEE PER GOV. CODE §27383
AMENDMENT NO. 1 to
AMENDED AND RESTATED AGREEMENT CONTAINING COVENANTS, CONDITIONS,
AND RESTRICTIONS AFFECTING REAL PROPERTY
(Luxury Hotel)
This AMENDMENT NO. 1 to AMENDED AND RESTATED AGREEMENT CONTAINING
COVENANTS, CONDITIONS, AND RESTRICTIONS AFFECTING REAL PROPERTY (Luxury
Hotel) (referred to herein as the "Luxury Hotel TOT Covenant (First Amendment" or "Covenant
First Amendment") is entered into as of this 12 day of October , 20 21("Covenant First
Amendment Effective Date"), by and between the CITY OF LA QUINTA, a California municipal
corporation and charter city ("City"), and SILVERROCK PHASE I, LLC, a Delaware limited liability
company ("Owner") (individually a "Party" and collectively the "Parties").
RECITALS
A. Pursuant to that certain Agreement to Share Transient Occupancy Tax Revenue
(Luxury Hotel) dated on or about November 19, 2014 ("Luxury (Hotel TOT Sharing Agreement")
by and between City and Owner (defined therein as "Participant"), Owner, among other things,
was required to enter into a "Hotel Management Agreement" with a City -approved "Hotel
Manager" (as defined in the Luxury Hotel TOT Sharing Agreement) for continuous operation as
the Luxury Hotel, and in exchange the City would make periodic payments to the Owner (as
Participant) in specified amounts based on amounts of TOT collected from the Luxury Hotel, as
set forth in that certain Agreement Containing Covenants, Conditions, and Restrictions Affecting
Real Property (Luxury Hotel) dated May 3, 2017 and recorded on November 6, 2017 as
Instrument No. 2017-0463952, as amended by that certain Amended and Restated Agreement
Containing Covenants, Conditions, and Restrictions Affecting Real Property (Luxury Hotel) dated
November 28, 2018 and recorded on even date as Instrument No. 2018-0464671 (collectively,
the "Luxury Hotel TOT Covenant Agreement") in the Recorder's Office. That certain real
property subject to the Luxury Hotel TOT Covenant Agreement is located in the City of La Quinta,
County of Riverside, State of California, which is more particularly described in the legal
description attached hereto as Exhibit No. 1 and incorporated herein by this reference (the "Site").
B. City agreed to sell to Owner (or Owner's affiliated predecessor -in -interest) the Site
pursuant to that certain Purchase, Sale, and Development Agreement dated November 19, 2014
("Original PSDA"), as amended by Amendment No. 1 to Purchase, Sale, and Development
Agreement dated October 29, 2015 ("Amendment No. 1"), Amendment No. 2 to Purchase, Sale,
and Development Agreement dated April 18, 2017 ("Amendment No. 2"), Amendment No. 3 to
Purchase, Sale, and Development Agreement dated November, 28, 2018 ("Amendment No. 3"),
and Amendment No. 4 to Purchase, Sale and Development Agreement dated October 12
2021 ("Amendment No. 4" and collectively and as may be further amended, the "PSDA"). The
PSDA sets forth the terms and conditions for City to sell to Owner the Site and certain adjacent
698/015610-0065
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DOC #2021-0606108" Page 2 of 7
real property (collectively, the "Development Property"), and for Owner to thereafter develop
and operate on the Development Property a commercial project containing hotels and associated
amenities, branded residential units, a mixed use village, and a resort residential village (the
"Development Project").
C. Pursuant to the PSDA, Owner has agreed to develop on the Site a portion of the
Development Project consisting of the hotel defined in the PSDA as the Luxury Hotel (the "Hotel").
D. Pursuant to the PSDA, Participant is required to enter into a hotel management
agreement and all ancillary agreements, including, without limitation, a technical services
agreement, hotel brand licensing agreement, and use and access development agreement
(collectively, a "Hotel Management Agreement"), with a City -approved hotel operator (the "Hotel
Operator"), who shall be responsible for the management and operation of the Hotel pursuant to
the terms of the Hotel Management Agreement.
E. Owner is required to enter into and authorize for recording this Luxury Hotel TOT
Covenant First Amendment as part of the City's consideration for entering into Amendment No. 4,
which, among other terms and conditions, modified the amounts for each rebate payment by City
to Owner based on modifications to the percentages of receipts from the "Transient Occupancy
Tax" (as that term is defined in the Luxury Hotel TOT Covenant Agreement) generated by the
operation of the Hotel on the Site.
COVENANTS
Based upon the foregoing Recitals, which are incorporated herein by this reference, and
for other good and valuable consideration, the receipt and sufficiency of which is acknowledged
by both Parties, City and Owner hereby agree as follows:
1. DEFINED TERMS. Except as expressly defined in this Covenant First Amendment, all
capitalized words and terms shall have the same meaning ascribed to them in the Luxury Hotel
TOT Covenant Agreement.
2. MODIFICATION TO PERCENTAGE USED TO CALCULATE REBATE PAYMENT. The
percentage used to determine the "amount available for Rebate" by the City in Section 4.1.2(a)(vi)
of the Luxury Hotel TOT Covenant Agreement (specifically, the Amended and Restated
Agreement Containing Covenants, Conditions, and Restrictions Affecting Real Property (Luxury
Hotel) dated November 28, 2018 and recorded on even date as Instrument No. 2018-0464671)
shall be reduced by five percentage points (i.e., reduced by subtracting 5%) from the total adjusted
percentage to be applied upon the "Commencement Date" and throughout the "Operating Period"
and "Term" as those terms are defined in the Luxury Hotel TOT Covenant Agreement. In
explanation of the foregoing, the percentage used to determine the "amount available for Rebate"
by the City shall be reduced by five percentage points (i.e., by subtracting 5%) so that the
percentage applied within the first ten (10) years of the Operating Period shall be ninety percent
(90%) instead of ninety-five percent (96% - 5% = 90%), and the percentage applied within in the
last five (5) years of the Operating Period shall be seventy percent (70%) instead of seventy-five
percent (75% - 5% = 70%).
3. RECORDING OF THIS COVENANT FIRST AMENDMENT. Developer shall record or
cause to be recorded in the Recorder's Office this Covenant First Amendment prior to or
concurrently with the closing of the Revised Capitalization (as defined and as set forth in
Amendment No. 4 to the PSDA).
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DOC #2021-0606108 Page 3 of 7
4. COOPERATION OF THE PARTIES. Developer and City shall cooperate to execute (and
record, if applicable) any other documents or amendments (including but not limited to
amendments to the Luxury Hotel TOT Sharing Agreement) if necessary or convenient to
memorialize the terms and conditions in Section 8.2 of Amendment No. 4 to the PSDA relating to
the adjusted percentages to be applied to the Luxury Hotel TOT Covenant Agreement.
5. REMAINING PROVISIONS IN FULL FORCE AND EFFECT. Except as modified by this
Covenant First Amendment, the terms and conditions set forth the Luxury Hotel TOT Covenant
Agreement shall remain in full force and effect.
6. COUNTERPARTS. This Covenant First Amendment may be executed in counterparts,
each of which, when this Covenant First Amendment has been signed by all of the parties hereto,
shall be deemed an original, and each such counterpart shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties have executed this Covenant First Amendment to
be effective as of the Covenant First Amendment Effective Date.
"CITY"
-CITY -OF LA QIJINTA, a California municipal
rporation and charter city
Date: October 12 2021 By: '
McMillen, 11.nager
ATTEST':
By:
Monika Radeva, C4 Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
[continued on next page]
698/015610-0065
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DOC #2021-0606108 Page 4 of 7
"Owner"
SILVERROCK PHASE I, LLC,
a Delaware limited) liability company
By: The Robert Green Company,
a California corporation
Its: �ager
Date: d0t,0V 1( , 2011 By:
Name: Robert S. Gree , Jr.
Its: President and Chief Executive Officer
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DOC #2021-0606108 Page 5 of 7
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
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 Diego }
On October 11, 2021 before me, Katharina Clare, Notary Public ,
ere insen name and fitle of the o teen
personally appeared Robert S. Green, Jr.
who proved to me on the basis of satisfactory evidence to be the person() whose
name(&)Cis�are subscribed to the within instrument and acknowledged to me that
the/they executed the same in( Is er/their authorized c:apacity(ies), and that by
Is er/their signature(6) on the instrument the person(e), 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.
WIZ3-my hand and official seal.
N ry Public: Signature (Notary Public Seal)
ww KATHARINA CLARE
Commission No. 2333572
C
ARY PUBLIC-CALIFORNIA
SAN DIEGO COUNTY
expires September 17, 2024
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies ivith cm•rent California statutes regarding notary ,t,o, ding a„r,
DESCRIPTION OF TH E ATTACHED DOCUMENT (needed, should be conrpleled and attached to the document. Acknowledgments
from other states may be completed for documents being sent to that state so long
Amendment No. 1 to TOT Covenant Agmt. as the wording does not reguh-e the California notary to violate Califa,hia notary
taw.
(Title or description of attached document) • State and County information must be the State and County where the document
Luxury Hotel signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
(Title or description of attached document continued) must also be the same [late the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
Number of Pages 4 Document Date% !/ a� commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personalty appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
he/she/the is /are) or circling the correct forms. Failure to correctly indicate this
❑ Individual (s) information may lead to rejection of document recording.
0 Corporate Officer • The notary seal impassion must be clear and photographically reproducible.
President CEO Impression must not cover text or lines. If seal impression smudges, re -seal if a
(Title) sufficient area permits, otherwise complete a different acknowledgment form.
❑ Partner(s) • Signature of the notary public must match the signature on file: with the office of
the county clerk.
❑ Attorney -in -Fact Additional information is not required but could help to ensure this
❑ Trustee(s) acknowledgment is not misused or attached to a different document.
Other Indicate title or type of attached docurnent, number of pages and date.
❑ — Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
2015 Version vmw.NotaryClasses.com 800-873-9865 Securely attach this document to the signed document with a staple.
DOC #2021-0606108 Page 6 of 7
NOTARY ACKNOWLEDGMENT
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 Riverside )
On October 12, 2021 before me, MONIKA RADEVA, Notary, Public,
personally appeared JON McMILLEN (as City Manager for the City of La
Quinta) who proved to me on the basis of satisfactory evidence to be
the person{-} whose nameko is/afe subscribed to the within
instrument, and acknowledged to me that he/she/they executed the
same in his/#eFA-heif authorized capacity(ies-}; and that by
his/N��ei signatureko on the instrument the persons} or the
entity upon behalf of which the personkEq 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: *!t
MONIKA RADEYA
�w Notary Public - California
Riverside County
Commission N 2334260
••'� My Comm. Expires Oct 22, 2024
(notary seal)
DOCUMENT:
Amendment 1 to Amended and Restated Agreement Containing
Covenants, Conditions, and Restrictions Affecting Real Property - Luxury
Hotel
DOC #2021-0606108 Page 7 of 7
EXHIBIT NO. 1
LEGAL DESCRIPTION OF SITE
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 3 and 4 of Parcel Map 37207 per map filed 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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