01 SDC, SRR Phase I, SRR Land - PSDA Amend 5 (2023-11-16)AMENDMENT NO. 5 TO PURCHASE, SALE, AND
DEVELOPMENT AGREEMENT
THIS AMENDMENT NO. 5 TO PURCHASE, SALE, AND DEVELOPMENT AGREEMENT
("Amendment No. 5" or "Agreement") is dated as of November` , 2023 ("Agreement Date"),
by and between the CITY OF LA QUINTA, a California municipal corporation and charter city
(the "City"), SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability
company ("Developer"), SILVERROCK PHASE I, LLC, a Delaware limited liability company
("SRPI"), and SILVERROCK LAND II, LLC, a Delaware limited liability company ("SRL").
RECITALS:
A. The SilverRock Resort Area and Original PSDA. Except for portions of land
transferred to Developer, SRPI, and SRL, as described in the Recitals F and G of this Amendment
No. 5, City owns fee title to that certain real property of approximately 525 acres located at the
southwest intersection of Jefferson Street and Avenue 52, in the City of La Quinta, California, a
general depiction of which is the Site Map attached as Exhibit "A" to Amendment No. 3 (as defined
below) and defined in the Original PSDA as the "SilverRock Resort Area." City and Developer
entered into that certain Purchase, Sale, and Development Agreement dated November 19, 2014
(the "Original PSDA"), pursuant to which City agreed to sell to Developer specified "Planning Areas"
that are part of approximately 145 acres comprising what was then defined as the "Phase 1 Property"
(approximately 125 acres) and the "Phase 2 Property" (approximately 20 acres) and collectively
defined as the "Property" (as those terms are defined in the PSDA) in the SilverRock Resort Area,
and Developer agreed to purchase from City specified "Planning Areas (PAs)" 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 temporary and 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 in the Original PSDA as the "Project
Components." As provided in the Original PSDA, the Phase 1 Property included the Planning Areas
(among other PAs) for the "Luxury Hotel" and "Luxury Branded Residential Development," and
the Phase 2 Property included the Planning Areas for the "Lifestyle Hotel" and "Lifestyle Branded
Residential Development" (as defined in the Original PSDA). Additionally, pursuant to the Original
PSDA, the "Parcel Map" was to be recorded (and has been recorded) against the Property, and
applicable Parcel Map is attached as Exhibit "B" to Amendment No. 3 (as defined below).
Additionally, the Original PSDA set forth a "Schedule of Performance" under which Developer was
required to commence and complete the development of the Project Components on the Property,
as more particularly described therein.
B. Amendment No. 1. City and Developer entered into that certain Amendment No. 1 to
Purchase, Sale, and Development Agreement dated October 29, 2015 ("Amendment No. 1") to,
among other things, to update the Site Map and various timeframes within the Original PSDA,
including certain timeframes within the Schedule of Performance.
C. Amendment No. 2. City and Developer entered into that certain Amendment No. 2 to
Purchase, Sale, and Development Agreement dated April 18, 2017 ("Amendment No. 2") to, among
other things: (i) Modify the Phase 1 Property and Phase 2 Property in the Original PSDA and
corresponding phased development obligations to the "Phase 1A Property" and "Phase 1B
Property" (as defined in Amendment No. 2), with corresponding phased development obligations
for the Project Components, Planning Areas (PAs), and "Parcels" (as defined in the Original PSDA
and Amendment No. 2), including but not limited to the modification of the development phasing for
the Luxury Hotel, Luxury Branded Residential Development, Lifestyle Hotel, and Lifestyle Branded
Residential Development; (ii) Establish the "Phase 1C (Golf Course) Property," "Phase 1D
(Ahmanson Ranch House) Property," and "Phase 1E (Perimeter Landscaping and Trails)
Property" (as defined in Amendment No. 2) with corresponding phased development obligations for
certain Project Components, Planning Areas, and Parcels identified therein; (iii) Modify the Schedule
of Performance; (iv) Specify the terms and conditions for the "Golf Course Realignment" (as
defined in the Original PSDA); and (v) Grant to Developer a contingent option to purchase the
"Future Resort Property" according to "Developer's Future Resort Option" (as defined in
Amendment No. 2) upon Developer meeting certain terms and conditions, as more particularly
described therein.
D. The Phase 1A Property. Pursuant to the PSDA, Developer acquired from the City the
Phase 1A Property (approximately 44.6 acres of the SilverRock Resort Area) by Grant Deed dated
May 3, 2017 and recorded on November 6, 2017 as Instrument No. 2017-0463950 in the Official
Records of the County of Riverside, California ("Recorder's Office"), as amended by that certain
Amendment to Grant Deed (Phase — 1A Property — PSDA Amendment No. 2), recorded on
November 28, 2018 as Instrument No. 2018-0464670 in the Recorder's Office. Thereafter,
Developer assigned to SRPI (a Developer entity and permitted transferee pursuant to
Section 603.1(d) of the Original PSDA), and SRPI assumed from Developer, all of Developer's right,
title, and interest in the Phase 1A Property and the "Project Agreements" (which include the PSDA)
as they pertain to the Phase 1A Property by that certain Assignment and Assumption Agreement,
recorded on November 28, 2018 as Instrument No. 2018-0465379 in the Recorder's Office, and
Developer transferred to SRPI the Phase 1A Property by Grant Deed recorded on November 28,
2018 as Instrument No. 2018-0464673 in the Recorder's Office.
E. Amendment No. 3. City and Developer entered into that certain Amendment No. 3 to
Purchase, Sale, and Development Agreement dated November 28, 2018 ("Amendment No. 3") to,
among other things: (i) Set forth amended and restated modifications for the development of the
Phase 1A Property and set forth the terms and conditions for the purchase and sale of the Phase 1B
Property; (ii) Modify the "Master Site Infrastructure Improvements (MSII)" (as defined in the
Original PSDA) Phasing Plan; (iii) Modify the Schedule of Performance; (iv) Specify assignment and
assumptions of interests from Developer; and (v) Incorporate provisions allowing for the closing of
the construction loan for the Phase 1A Property and Phase 1B Property, as more particularly
described therein.
F. Amendment No. 4. City and Developer entered into that certain Amendment No. 4 to
Purchase, Sale, and Development Agreement dated October 12, 2021 ("Amendment No. 4") to,
among other things: (i) Set forth terms and conditions for the "Revised Capitalization" (as defined
therein) to cover the then -projected remaining costs to develop the Phase 1A Property and Phase
1B Property and all Project Components thereon (excluding the Promenade Mixed -Use Village and
Resort Residential Village); (ii) Modify the MSII Phasing Plan; (iii) Modify the Schedule of
Performance; (iv) Specify the operation by a single hotel operator of short-term vacation rentals at
the Luxury Branded Residential Development and Lifestyle Branded Residential Development, as
set forth therein; (v) Modify the rebate reduction based on TOT receipts; (vi) Identify "Project
Milestones" (as defined therein) of which failing to meet would result in increases to the purchase
price for the "Future Resort Property Phase" if and when there is a valid exercise by Developer of
the option to purchase the Future Resort Property (as set forth therein); (vii) If and when a valid
exercise by Developer of the option to purchase the Future Resort Property occurs, clarify allowable
uses on the Future Resort Property; and (viii) Incorporate provisions allowing for the closing of the
construction loan for the Phase 1A Property and Phase 1B Property, as more particularly described
therein. The Original PSDA, as modified by Amendment No. 1, Amendment No. 2 Amendment
No. 3, and Amendment No. 4, is hereinafter referred to as the "PSDA."
G. The Phase 18 Property. Pursuant to the PSDA, SRPI acquired from the City the
Phase 1B Property (approximately 84 acres of the SilverRock Resort Area) by Grant Deed dated
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November 7 and November 28, 2018 and recorded on November 28, 2018 as Instrument No. 2018-
0464674 in the Recorder's Office. Thereafter, SRPI assigned to SilverRock Land, LLC (a Developer
entity and permitted transferee pursuant to Section 603.1(f) as provided in Amendment No. 3), and
Silver Rock Land, LLC assumed from SRPI, all of Developer's right, title, and interest in a portion of
the Phase 1B Property—and specifically Parcels 10 and 11 identified in Amendment No. 3 for the
Project Component known as the "Promenade Mixed -Use Village"—and the "Project Agreements"
(which include the PSDA) as they pertain to Parcels 10 and 11/Promenade Mixed -Use Village by
that certain Assignment and Assumption Agreement, recorded on April 10, 2019 as Instrument
No. 2019-0120800 in the Recorder's Office, and SRPI transferred to SilverRock Land, LLC these
Parcels 10 and 11/Promenade Mixed -Use Village by Quitclaim Deed recorded on April 10, 2019 as
Instrument No. 2019-0120799 in the Recorder's Office. By quitclaim deed dated October 21, 2021
and recorded on October 25, 2021 as Instrument No. 2021-0628128 in the Recorder's Office,
SilverRock Land, LLC quitclaimed Parcels 10 and 11 to Developer. By quitclaim deed dated April
12, 2023 and recorded on April 13, 2023 as Instrument No. 2023-0105886 in the Recorder's Office,
Developer granted to SRL (a Developer entity and permitted transferee pursuant to Section 603.1(f)
as provided in Amendment No. 3) a 42.8% undivided interest in Parcel 10.
H. Hotel Operations and TOT Sharing Agreements. Pursuant to the Original PSDA and
Amendment No. 2, Developer as "Participant" and City executed that certain Agreement to Share
Transient Occupancy Tax Revenue (Luxury Hotel) dated on or about November 19, 2014 ("Luxury
Hotel TOT Sharing Agreement") to, among other things, require the Participant 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 Participant in specified amounts based on amounts of
transient occupancy tax ("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. Similarly, pursuant to the Original PSDA and Amendment No. 2, Developer (as
"Participant") and City executed that certain Agreement to Share Transient Occupancy Tax Revenue
(Lifestyle Hotel) dated on or about November 28, 2018 ("Lifestyle Hotel TOT Sharing Agreement")
to, among other things, require the Participant to enter into a "Hotel Management Agreement" with a
City -approved "Hotel Manager" (as defined in the Lifestyle Hotel TOT Sharing Agreement) for
continuous operation as the Lifestyle Hotel, and in exchange the City would make periodic payments
to the Participant in specified amounts based on amounts of TOT collected from the Lifestyle Hotel
as set forth in that certain Agreement Containing Covenants, Conditions, and Restrictions Affecting
Real Property (Lifestyle Hotel), dated November 28, 2018 and recorded on even date as Instrument
No. 2018-0464678 (the "Lifestyle Hotel TOT Covenant Agreement") in the Recorder's Office.
Furthermore, and in consideration of City approving a revised schedule of performance, Section 8.2
of Amendment No. 4 reduced the percentage of the "amount available for Rebate" by five percentage
points (i.e., by subtracting 5%) from the total adjusted percentage to be applied pursuant to the
Luxury Hotel TOT Covenant Agreement and the Lifestyle Hotel TOT Covenant Agreement,
respectively, and to memorialize by recorded instrument the percentage reduction in rebate,
Developer (as "Owner") and City executed (a) that certain Amendment No. 1 to Amended and
Restated Agreement Containing Covenants, Conditions, and Restrictions Affecting Real Property
(Luxury Hotel) recorded on October 13, 2021, as Instrument No. 2021-0606108 (the "Luxury Hotel
TOT First Amendment"), and (b) that certain Amendment No. 1 to Agreement Containing
Covenants, Conditions, and Restrictions Affecting Real Property (Lifestyle Hotel) recorded on
October 13, 2021, as Instrument No. 2021-0606083 (the "Lifestyle Hotel TOT First Amendment").
The Luxury Hotel TOT First Amendment and Lifestyle Hotel TOT First Amendment are collectively
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referred to as the "TOT First Amendments." The Luxury Hotel TOT Sharing Agreement and
Lifestyle Hotel TOT Sharing Agreement are collectively referred to as the "TOT Sharing
Agreements" (and track that definition in the Original PSDA), and the Luxury Hotel TOT Covenant
Agreement, as amended by the Luxury Hotel TOT First Amendment, and Lifestyle Hotel TOT
Covenant Agreement, as amended by the Lifestyle Hotel TOT First Amendment, are collectively
referred to as the "TOT Covenant Agreements" (and generally track that definition in the Original
PSDA).
Covenants, Easements, and Reservations for the Benefit of City. Pursuant to the
PSDA, the City declared and retained for public utility purposes an easement in and over portions
for the Phase 1B Property defined as the "Easement Area" in that certain Declaration of Conditions
and Reservation of Easements recorded on November 28, 2018 as Instrument No. 2018-0464669
in the Recorder's Office. Additionally pursuant to the PSDA, SRPI granted to City for public utility
purposes an easement in and over portions of the Phase 1A Property defined as the "Easement
Area" in that certain Grant of Easement and Agreement recorded on November 28, 2018 as
Instrument No. 2018-0464680 in the Recorder's Office. Additionally pursuant to the PSDA (and
specifically Amendment No. 2), the City retains in perpetuity benefits for the public by requiring and
designating specific uses for the Phase 10 (Golf Course) Property, Phase 1D (Ahmanson Ranch
House) Property, and Phase 1E (Perimeter Landscaping and Trails) Property, pursuant to
(respectively) that certain Covenant Affecting Real Property (Golf Course Use) by and between City
and Developer, recorded May 11, 2017 as Instrument No. 2017-0189004 in the Recorder's Office,
that certain Covenant Affecting Real Property (Ahmanson Ranch House) by and between City and
Developer, recorded May 11, 2017 as Instrument No. 2017-189769, and that certain Covenant
Affecting Real Property (Perimeter Landscaping and Trails) by and between City and Developer,
recorded May 11, 2017 as Instrument No. 2017-089266.
J. Options for the City to Re -Purchase Phase 1A and Phase 1B Properties. Pursuant
to the PSDA, the City has an option to re -purchase and right of first refusal to re -purchase, all or
portions of the Phase 1A Property and Phase 1B Property in the event Developer (or its assignees)
are in default of the PSDA and fail to cure within the allowed cure period, pursuant to (respectively)
that certain Option Agreement Phase 1A Property and Phase 1B Property (Excluding Planning Areas
7, 8, and 9) And Termination Of Prior Phase 1A Option Agreement dated November 28, 2018 and
recorded on even date as Instrument No. 2018-0464676 in the Recorder's Office (the "Phases 1A
and 1B Properties Repurchase Option Agreement"), and that certain Option Agreement (Phase
1B Property — PA 7, 8, and 9) dated November 28, 2018 and recorded on even date as Instrument
No. 2018-0464677 in the Recorder's Office (the "PA 7-9 Repurchase Option Agreement"). The
Phases 1A and 1B Properties Repurchase Option Agreement and PA 7-9 Repurchase Option
Agreement are collectively referred to as the "City's Repurchase Option Agreements." As set
forth in Amendment No. 3 and the City's Repurchase Option Agreements, Planning Areas 7, 8, and
9 are Parcels 10, 11, and 12 on the Parcel Map constitute the Project Components identified as the
Promenade Mixed -Use Village and "Resort Residential Village." Among other terms and
conditions, the City's Repurchase Option Agreements set forth the calculation of a purchase price if
the City decides to exercise an option or right of first refusal to repurchase all or any portions of the
Phase 1A Property and/or Phase 1B Property for an uncured default and breach of the PSDA.
K. Summary of Reasons for Amendment. Subsequent to the approval of Amendment
No 4, and during the construction of the Project Components on the Phase 1A Property and Phase
1B Property (specifically the construction of the "Luxury Hotel," "Lifestyle Hotel," "Permanent Golf
Clubhouse," and "Conference and Shared Services Facility" Project Components (as defined in
the PSDA, and, collectively, herein after referred to as the "Core Project Components"), and related
MSII appurtenant to these Project Components), Developer informed the City that that the Revised
Capitalization for the Core Project Components would no longer include the Lender (as defined in
Section 17.8 of Amendment No. 3 but would consist of three integrated components: C -Pace
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financing in the approximate amount of up to $170 million secured by property taxes (the "C -Pace
Loan"), a real property secured construction loan to Developer in the approximate amount of up to
$95 million funded by bonds backed by credit enhancement (the "Bond Funded Construction
Loan") and EB -5 financing in an amount up to $90 million (with a right to obtain up to an
approximately additional $18 million) secured by preferred membership interests in SRPI (the "EB -
5 Financing"). The EB -5 Financing was arranged by First Pathway Partners ("First Pathway") and
closed on or about December 9, 2022. Thereafter, Developer informed City that cost increases and
other delays relating to the provision of materials and delays in the process of obtaining the Bond
Backed Construction Loan led to a work stoppage, which has delayed the construction of the Core
Project Components. Additionally, Developer informed the City that it has negotiated through Keillor
Capital, with funds to be provided by RAF Pacifica Loan Opportunity Fund I, LLC, a Delaware limited
liability company, and Arnold Fishman, as Trustee of The Arnold Fishman Revocable Trust dated
July 15, 1999 (collectively, the "Keillor Funding Lenders"), an up to $25 million loan secured by
Parcels 10, 11, and 12 that constitute Planning Areas 7, 8, and 9, with said funds to be used (among
other specific project development purposes) to pay for costs to complete the planning, application,
and City -processing for approval of the development plan and site development permit(s) for
Planning Areas 7, 8, and 9, and to pay off and remove the majority of the subcontractor mechanic's
liens (not including those of the two general contractors) recorded against portions of the Phase 1A
Property and the Phase 1B Property (generally referred to herein as the "Keillor Financing").
Additionally, Developer informed the City that it has negotiated through Silver Arch Capital ("Silver
Arch") and is working on a closing for a $79,000,000 million loan to be secured by a financing deed
of trust on Parcels 10, 11, and 12 that constitute Planning Areas 7, 8, and 9 (the Parcels that have
the Promenade Mixed -Use Village and Resort Residential Village Project Compenents) and the
Parcels that have the Core Project Components, with said funds to be used (among other specified
project development purposes) to refinance the Keillor Financing and to pay off and remove any and
all remaining mechanic's liens of the two general contractors and subcontractors and pay off the
existing loan made by Poppy Bank secured by the Lodging Project Component (generally referred
to herein as the "Silver Arch Financing" and, collectively, the Keillor Financing and Silver Arch
Financing are referred to periodically as the "Bridge Loans").
L. To avoid a default under the PSDA as modified by Amendment No. 4, to memorialize
the specifics of the Revised Capitalization and allow City to monitor the status thereof and require
Developer to adhere to such financing plan, to further the continuing coordination of the development
of the various phases with the financing obtained by Developer, and to reflect the current status of
the Project, City and Developer now wish to amend the PSDA to, among other things: (i) Update the
Schedule of Performance and phasing of development; (ii) Amend various terms of the PSDA
required to facilitate the Core Project Components Capitalization (as defined below); (iii) Memorialize
missed Project Milestones; and (iv) Make other clarifications to the PSDA, all as more particularly
set forth herein.
M. Same Capitalized Words and Terms. Unless otherwise specifically defined herein,
all capitalized words and terms used in this Amendment No. 5 shall have the meanings ascribed to
such words and terms in the PSDA, and all Section references below refer to Sections of the PSDA
(or, if applicable, Amendment to the PSDA).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein by this reference and a substantive part of this Agreement, and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree
as follows:
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1. Effectiveness. This Agreement shall be effective as of the Agreement Date.
2. Core Project Component Capitalization. In furtherance and implementation of the
Revised Capitalization referred to in Section 2 in Amendment No. 4 in Developer, SRPI, and SRL
(for purposes of this Section 2.2 and the remainder of this Amendment No. 5, collectively referred to
as "Developer") are in the process of negotiating and closing with Recapitalization Lender #1 and
Recapitalization Lender #2 (collectively, the "Amendment No. 5 Recapitalization Lenders" or
"Recapitalization Lenders") for the C -Pace Loan and Bond Funded Construction Loan described
below (collectively referred to as the "Amendment No. 5 Recapitalization Loans" or
"Recapitalization Loans") to complete the construction, in accordance with the Schedule of
Performance (as revised by this Amendment No. 5), of the Core Project Components, and, as
specified, other Project Components on the Phase 1A Property and Phase 1B Property.
(a) Lieef Real Estate Energy Partners, with contact information in Section 7.8
below ("Recapitalization Lender #1")
Total Amount of funding from Recapitalization Lender #1:
Approximately $170 million. Upon closing, C -Pace proceeds net of all
fees and costs due at closing shall be deposited into an escrow
account (the "C -Pace Escrow Account") maintained by a qualified
trustee selected by Recapitalization Lender #1. Such funds shall only
be disbursed and used for payment for completion of construction of
the Project Components as further provided below in this Section 2 of
this Amendment No. 5.
(b) Ziegler with contact information in Section 7.8 below ("Recapitalization
Lender #2")
Total Amount of funding from Recapitalization Lender #2: $95 million.
Recapitalization Lender #2 shall be responsible for providing sufficient
funds to complete Core Project Components. Such funds shall only
be disbursed and used for payment for completion of construction of
the Core Project Components as further provided below in this
Section 2 of this Amendment No. 5.
Closing on the Recapitalization Loans shall be serviced through the same escrow and shall occur
concurrently so that all funds from the Recapitalization Loans will be available to Developer together
and on or about the same day after the close of escrow. Upon the closing of the escrow with the
Recapitalization Lenders and from the loan proceeds made available from the Recapitalization
Loans, Developer shall pay any and all outstanding mechanic's liens and encumbrances affecting
the Core Project Components (collectively, the "Unauthorized Liens and Encumbrances").
Prior to the closing of escrow for the Recapitalization Loans, Developer shall have delivered to the
City Attorney and City Manager for review a copy of the draft loan documents relating to both
Recapitalization Loans. Developer shall cause each Recapitalization Lender to provide to the City
a copy of any notices of default sent to Developer and shall cause the Lenders to respond to inquiries
from the City Manager (and, if authorized by the City Manager, the City Attorney and City Finance
Director) regarding the status of the Recapitalization Loans, including but not limited to the use of
funds from said loans and payments made or not made for construction relating to the Core Project
Components.
No other funding sources for the Core Project Components are contemplated as a part of the
Developer's financing plan other than those set forth in Recital K of this Amendment No. 5.
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Developer shall not modify the use of the funding sources, nor shall Developer take any action
preventing the use of the funding sources, set forth in Recital K, so that said funding sources shall
be used for solely for the purpose of the continuation and completion of construction of, first, the
Core Project Components, and secondly, other Project Components on the Phase 1A Property and
Phase 1B Property. Developer shall not use or withdraw, or authorize the use or withdrawal of, the
funds from the sources identified in Recital K in the identified accounts for said funds for any purpose
other than payment for completion of construction of the Project Components, as identified above,
on the Phase 1A Property and Phase 1B Property or to pay for costs to complete the planning,
application, and City -processing for approval of the development plan and site development
permit(s) for Planning Areas 7, 8, and 9. An unauthorized use or withdrawal of funds in violation of
this Amendment No. 5 and/or not in furtherance of the completion of construction for the Project
Components on the Phase 1A Property and Phase 1B Property shall be a default under the PSDA,
and the City shall have the ability to pursue any and all rights and remedies under the PSDA
(including under this Amendment No. 5).
Developer shall update the City Manager, no later than seven (7) days after the City Manager's
written request, on the status of construction and distribution of any funds from any funding sources
set forth in Recital K for the Project Components on the Phase 1A Property and Phase 1B Property.
Developer shall have the obligation and shall cause the respective sources of funding identified in
Recital K (i.e., Recapitalization Lender #1 for the C -PACE Loan, Recapitalization Lender #2 for the
Bond Funded Construction Loan, First Pathway for the EB -5 Financing, the Keillor Funding Lenders
for the Keillor Financing, and Silver Arch for the Silver Arch Financing) to respond to inquiries from
the City Manager (and, if authorized by the City Manager, the City Attorney and City Finance Director)
regarding the status of payment/repayment on the funding sources, including but not limited to the
use of funds from said loans for construction of respective Project Components and payments made
or not made for construction relating to the respective Project Components.
3. Schedule of Performance. The PSDA is amended by replacing the Schedule of
Performance with the schedule attached hereto as Exhibit "A" and incorporated herein, which shall
then be deemed the "Schedule of Performance" for purposes of the PSDA and referred to in this
Agreement as the "Revised Schedule of Performance". Reference is made to footnote 1 in the
Revised Schedule of Performance. By notice to the City on or before the outside date for the closing
of the Recapitalization Loans as set forth in item 7 of the Revised Schedule of Performance,
Developer may extend such outside date on one or more occasions up to but not beyond June 30,
2024, upon demonstrating to the reasonable satisfaction of the City Manager that Developer has
been and is continuing to use good faith commercially reasonably diligent efforts to obtain a closing
of the Recapitalization Loans. For the purpose of this Agreement and Revised Schedule of
Performance, the commencement of slab/foundation work (which shall include under slab utility
work) constitutes "commencement of vertical construction." Commencing on the Agreement
Date until the earlier of either the closing date for the Recapitalization Loans or June 30, 2024, the
failure of construction to continuously proceed shall not be a basis for a default under the PSDA, or
trigger rights under the City's Repurchase Option Agreements, unless such failure continues for more
than thirty (30) days after the earlier of either the closing date for the Recapitalization Loans or June
30, 2024.
4. Master Site Infrastructure Improvements Phasing Plan. The Master Site
Infrastructure Improvements, and requirements relating thereto, referred to in the PSDA, including
Sections 205.1 and 304.2, shall be interpreted and, to the extent necessary, shall be deemed
amended to give effect to and be consistent with the revised "Master Site Infrastructure
Improvements Phasing Plan" attached to this Amendment No. 5 as Exhibit "B" and incorporated
herein.
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5. Missed Project Milestones and Applicable Financial Incentive Reductions.
5.1 List of Missed Project Milestones. Article 9 in Amendment No. 4 sets forth the
terms and conditions for meeting Project Milestones and Financial Incentive Reductions that apply,
and continue to apply, to the Purchase Price to the Future Resort Property if, and only if, Developer
may validly exercise Developer's Future Resort Option and exercises that Developer's Future Resort
Option. Developer failed to perform pursuant to the Schedule of Performance from Amendment
No. 4, the following Project Milestones:
• Completion of Luxury Hotel guest room framing (Amend. No. 4, § 9.1(b));
• Substantial completion of the Luxury Hotel vertical construction (Amend. No. 4,
§ 9.1(c))
• Completion of Lifestyle Hotel guest room framing (Amend. No. 4, § 9.1(e));
• Substantial completion of the Lifestyle Hotel vertical construction (Amend. No. 4,
§ 9.1(f)))
5.2 Increase in Purchase Price for Future Resort Property for Past Missed Project
Milestones. Notwithstanding any terms and conditions to the contrary in Amendment No. 4, as the
sole remedy for not meeting the Project Milestones set forth in Amendment No. 4 as identified in
Section 5.1 above, the Purchase Price for the Future Resort Property shall be increased by Two
Million Dollars ($2,000,000), and the Purchase Price for the Future Resort Property shall be no less
than Four Million Five Hundred Thousand Dollars ($4,500,000) (original Purchase Price from
Amendment No. 4 at $2,500,000 + $2,000,000 ($500,000 x 4 missed Project Milestones).
5.3 New Project Milestones. The Revised Schedule of Performance sets forth the
following new Project Milestones:
• Completion of Luxury Hotel guest room framing;
• Substantial completion of the Luxury Hotel vertical construction;
• Completion of Lifestyle Hotel guest room framing;
• Substantial completion of the Lifestyle Hotel vertical construction.
5.4 Remainder of Article 9 in Amendment No. 4. Except for the modifications
expressly provided in Sections 5.2 and 5.3 of this Amendment No. 5, all of the terms and conditions
that may apply for Project Milestones and Financial Incentive Reductions (and all other terms and
conditions relating to the Future Resort Property, Progress Reports, and other provisions in Article 9
of Amend. No. 4) shall continue to be operative (and shall be interpreted to apply equally to the new
Project Milestones set forth in Section 5.3), including any and all requirements that must be met by
Developer prior to having the ability to effectively exercise Developer's Future Resort Option and
ultimate determination of the Purchase Price for the Future Resort Property.
5.5 Updated Schedule of Performance and Continued Applicability of Financial
Incentive Reductions. In furtherance of Sections 5.3 and 5.4 above, and it being the expressed
intent of the Parties, if any of the new Project Milestone is not timely completed pursuant to the
Revised Schedule of Performance set forth in Exhibit A attached to this Amendment No. 5, then, in
addition to the increase referred to in Section 5,2 above and subject to the terms of Section 5.4
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above, the Purchase Price for the Future Resort Property shall be increased by the Five Hundred
Thousand Dollars ($500,000) Financial Incentive Reduction for each missed new Project Milestone
under the Revised Schedule of Performance; for example, and in explanation of the foregoing and
to avoid any doubt, the Revised Schedule of Performance updated the date of completion of Luxury
Hotel guest room framing, and, as reflected in Section 5.2 above, even though Developer is subject
to the increase in the Purchase Price for the Future Resort Property for missing the same earlier
Project Milestone under Amendment No. 4, the failure by Developer to meet the updated dates for
Project Milestones set forth in the Revised Schedule of Performance attached to this Amendment
No. 5 shall be cause for an additional Five Hundred Thousand Dollars ($500,000) to be added to the
Purchase Price of the Future Resort Property. This explanation applies to all four Project Milestones
identified in Section 5.3 of this Amendment No. 5 and with updated dates of performance set forth in
Exhibit A attached to this Amendment No. 5. Similarly, and in furtherance of Sections 5.3 and 5.4
above, all four Project Milestones identified in Section 5.3 above are subject to the terms of Article 9
of Amendment No. 4 related to the non -applicability of a Financial Incentive Reduction generally
described in Section 9.2(ii)(B), (C), and (D)(1) in Amendment No. 4, such that: (i) For the Luxury
Hotel, if Developer misses the completion date for the Luxury Hotel guest room framing but meets
the completion date for the substantial completion of the Luxury Hotel vertical construction pursuant
to the Revised Schedule of Performance in this Amendment No. 5, then the Financial Incentive
Reduction for missing the prior Luxury Hotel Project Milestone will not be applied, and if Developer
misses the completion date for the Luxury Hotel guest room framing and the Five Hundred Thousand
Dollars ($500,000) Financial Incentive Reduction occurs, then the new date for completion of the
Luxury Hotel vertical construction shall be extended by the number of days by which the completion
date for the Luxury Hotel guest room framing was missed, provided, however in no event shall the
Project Milestone for completion of the Luxury Hotel Vertical construction be extended by more than
ninety (90) days in total by reason of the missed Project Milestone; (ii) For the Lifestyle Hotel, if
Developer misses the completion date for the Lifestyle Hotel guest room framing but meets the
completion date for the substantial completion of the Lifestyle Hotel vertical construction pursuant to
the Revised Schedule of Performance in this Amendment No. 5, then the Financial Incentive
Reduction for missing the prior Lifestyle Hotel Project Milestone will not be applied, and if Developer
misses the completion date for the Lifestyle Hotel guest room framing and the Five Hundred
Thousand Dollars ($500,000) Financial Incentive Reduction occurs, then the new date for completion
of the Lifestyle Hotel vertical construction shall be extended by the number of days by which the
completion date for the Lifestyle Hotel guest room framing was missed, provided, however in no
event shall the Project Milestone for completion of the Lifestyle Hotel vertical construction be
extended by more than ninety (90) days in total by reason of the missed Project Milestone. Likewise,
all four Project Milestones identified in Section 5.3 above are subject to a potential extension by an
"Approved General Contractor Extension" described in Section 9.2(ii)(D)(2) in Amendment No. 4,
and likewise, for the sake of clarity and as set forth in Section 9.2(ii)(D)(1) of Amendment No. 4, the
extensions described in clauses (i) and (ii) of this Section 5.5 only occur when an earlier Project
Milestone date (as modified by the Revised Schedule of Performance in this Amendment No. 5) is
missed whether or not the earlier Project Milestone date was previously extended pursuant to an
Approved General Contractor Extension and whether or not the subsequent Project Milestone date
is extended pursuant to an Approved General Contractor Extension. Developer shall be subject to
the provisions in Section 9.2(ii)(E) and (F) in Amendment No. 4.
6. Daily Reduction in Rebate Based on TOT Receipts for Delayed Completion of Luxury Hotel
and Lifestyle Hotel. In consideration of City's agreeing to this Amendment No. 5 and the Revised
Schedule of Performance set forth herein, and in addition to the percentage reductions to rebate
based on TOT receipts set forth in Section 8.2 of Amendment No. 4 and the Luxury Hotel TOT First
Amendment and Lifestyle Hotel TOT First Amendment, Developer shall be subject to a reduction in
Developer's eligibility to receive a rebate based on TOT receipts (referred to the Luxury Hotel TOT
Covenant Agreement as "TOT paid to City") for each day that Developer fails to complete the vertical
9
construction of either the Luxury Hotel by the completion date for the same under the Revised
Schedule of Performance or the Lifestyle Hotel by the completion date for the same under the
Revised Schedule of Performance (as such dates may be extended by Force Majeure) (the "Luxury
Hotel TOT Rebate Reduction Date" and the "Lifestyle Hotel TOT Rebate Reduction Date", or
both, according to the following:
6.1 Luxury Hotel Vertical Construction. For each day Developer fails to complete the
Luxury Hotel Vertical Construction by the completion date for the same under the Revised Schedule
of Performance, Developer shall not be eligible to receive a "Covenant Payment" (as defined the
Luxury Hotel TOT Covenant Agreement and calculated pursuant to the Luxury Hotel TOT First
Amendment) that otherwise would have been available to Developer pursuant to the Luxury Hotel
TOT Covenant Agreement, as amended by the Luxury Hotel TOT First Amendment (referred to as
the "Luxury Hotel Daily Rebate Reduction"). If applicable, the Luxury Hotel Daily Rebate
Reduction shall be applied by: (a) counting the number of days between the completion date for the
Luxury Hotel under the Revised Schedule of Performance and, if later, the date upon which
Developer receives a temporary or permanent certificate of occupancy for the Luxury Hotel allowing
the Luxury Hotel to be opened for business; then (b) subtracting the number of days calculated in
clause (a) from the date of the last day of the "Term" (as defined in the Luxury Hotel TOT Covenant
Agreement). The "number of days" as provided in this Section shall include any portion of a day. In
explanation of the foregoing, if the Completion Date for Luxury Hotel Vertical Construction is March
13, 2025, and on June 11, 2025, Developer received a certificate of occupancy allowing the Luxury
Hotel to be opened (i.e., 90 days after the scheduled Completion Date), then 90 days would be
subtracted from the last day of the "Term" (as defined and determined pursuant to the Luxury Hotel
TOT Covenant Agreement) (e.g., 90 days subtracted from the last day the 15 -year "Term" that would
be the full rebate period based on TOT); the "Luxury Hotel Daily Rebate Reduction" would be 90
days, and Developer would not be eligible to receive from the City a "Covenant Payment" (as defined
the Luxury Hotel TOT Covenant Agreement and calculated pursuant to the Luxury Hotel TOT First
Amendment) for those last 90 days of what would otherwise have been included in the Term.
Developer and City shall execute (concurrently with this Amendment No. 5) in a recordable form the
Second Amendment to the Luxury Hotel TOT Covenant Agreement substantially the form attached
hereto as Exhibit "C" and incorporated herein by this reference (the "Luxury Hotel TOT Second
Amendment"). Developer shall record or cause to be recorded in the Recorder's Office the Luxury
Hotel TOT Second Amendment prior to or concurrently with the closing of the Recapitalization Loans
as set forth in this Amendment No. 5. 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 of this Section and this Amendment No. 5 relating to the Luxury Hotel Daily Rebate
Reduction.
6.2 Lifestyle Hotel Vertical Construction. For each day Developer fails to complete the
Lifestyle Hotel Vertical Construction by the completion date set forth in the Revised Schedule of
Performance, Developer shall not be eligible to receive a "Covenant Payment" (as defined the
Lifestyle Hotel TOT Covenant Agreement and calculated pursuant to the Lifestyle Hotel TOT First
Amendment) that otherwise would have been available to Developer pursuant to the Lifestyle Hotel
TOT Covenant Agreement, as amended by the Lifestyle Hotel TOT First Amendment(referred to as
the "Lifestyle Hotel Daily Rebate Reduction"). If applicable, the Lifestyle Hotel Daily Rebate
Reduction shall be applied by: (a) counting the number of days between the completion date for the
Lifestyle Hotel under the Revised Schedule of Performance and, if later, the date upon which
Developer receives a temporary or permanent certificate of occupancy for the Lifestyle Hotel allowing
the Lifestyle Hotel to be opened for business; then (b) subtracting the number of days calculated in
clause (a) from the date of the last day of the "Term" (as defined in the Lifestyle Hotel TOT Covenant
Agreement). The "number of days" as provided in this Section shall include any portion of a day. In
10
explanation of the foregoing, if the Completion Date for Lifestyle Hotel Vertical Construction is
December 31, 2026, and on March 31, 2027, Developer received a certificate of occupancy allowing
the Lifestyle Hotel to be opened (i.e., 90 days after the scheduled Completion Date), then 90 days
would be subtracted from the last day of the "Term" (as defined and determined pursuant to the
Lifestyle Hotel TOT Covenant Agreement) (e.g., 90 days subtracted from the last day the 15 -year
"Term" that would be the full rebate period based on TOT); the "Lifestyle Hotel Daily Rebate
Reduction" would be 90 days, and Developer would not be eligible to receive from the City a
"Covenant Payment" (as defined the Lifestyle Hotel TOT Covenant Agreement and calculated
pursuant to the Lifestyle Hotel TOT First Amendment) for those last 90 days of what would otherwise
have been included in the Term. Developer and City shall execute (concurrently with this
Amendment No. 5) in a recordable form the Second Amendment to the Lifestyle Hotel TOT Covenant
Agreement substantially the form attached hereto as Exhibit "D" and incorporated herein by this
reference (the "Lifestyle Hotel TOT Second Amendment"). Developer shall record or cause to be
recorded in the Recorder's Office the Lifestyle Hotel TOT Second Amendment prior to or concurrently
with the closing of the Recapitalization Loans as set forth in this Amendment No. 5. Developer and
City shall cooperate to execute (and record, if applicable) any other documents or amendments
(including but not limited to amendments to the Lifestyle Hotel TOT Sharing Agreement) if necessary
or convenient to memorialize the terms and conditions of this Section and this Amendment No. 5
relating to the Lifestyle Hotel Daily Rebate Reduction.
7. Miscellaneous.
7.1 PSDA in Full Force and Effect. Except as otherwise expressly provided in this
Amendment No. 5, all of the covenants, terms and conditions of the PSDA (including the GENERAL
PROVISIONS in Article 600, as modified in Amendment No. 1) shall remain in full force and effect.
7.2 Governing Law. This Amendment No. 5 and the PSDA shall be governed by the
internal laws of the State of California, without regard to conflict of law principles, 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. 5 or PSDA. 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.
7.3 Interpretation. The PSDA, as amended by this Amendment No. 5, shall be read and
interpreted in a comprehensive, integrated manner, and in a manner that best implements the
provisions of this Amendment No. 5. However, in the event the terms of this Amendment No. 5 result
in ambiguity, the parties will meet and confer to attempt to resolve the ambiguity, each in their
reasonable discretion. But if the terms of this Amendment No. 5 directly conflict with the terms of
the PSDA, then the terms of this Amendment No. 5 will be controlling and the PSDA, as amended,
shall be interpreted to implement the intent of this Amendment No. 5.
7.4 Time is of Essence. Time is of the essence of this Amendment No. 5 and of each
and every term and provision hereof.
7.5 City Approvals and Actions. City shall maintain authority over and implementation of
this Amendment No. 5 pursuant to Section 605 of the Original PSDA.
7.6 Representations. The person(s) executing this Amendment No. 5 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. 5 on behalf of said party, (iii) by so
11
executing this Amendment No. 5 such party is formally bound to the provisions of this Amendment
No. 5, and (iv) the entering into this Amendment No. 5 does not violate any provision of any other
agreement to which such party is bound.
7.7 Progress Reports. Developer's obligations to provide the City Manager with the
reports described in Section 9.4 of Amendment No. 4 remains in full force and effect. In addition, if
requested by the City Manager in writing, the report required to be provided to the City Manager by
the Developer shall include the following information: (a) The names and contact information
(including principal contact person and regular mailing and e -mailing addresses) for any contractor
performing work on any Project Components (including the Core Project Components); (b) Any
writings from any contractor notifying Developer of any delinquent payment for any work completed
or alleged to be completed for any Project Components (including the Core Project Components);
(c) Any writings from any contractor notifying Developer of any work stoppage or threatened work
stoppage on any Project Components (including the Core Project Components); and (d) Any writings
from any contractor notifying Developer of any mechanic's lien or threat to file and record any
mechanic's lien against any Parcel on the Phase 1A Property and/or Phase 1B Property (including
Parcels 10, 11, and 12 covering Planning Areas 7, 8, and 9)).
7.8 Estoppel Statement. City and Developer certify to one another and the Keillor
Lenders, Silver Arch and the Recapitalization Lenders (as express third party beneficiaries of this
Section 7.8), that as of the Agreement Date: (i) except as modified by this Amendment No. 5, the
PSDA and the "PSDA Covenant Documents" (as defined in Section 7.2 of Amendment No. 3) are
unmodified and in full force and effect; and (ii) there is no Developer default under the PSDA as
modified by this Amendment No. 5, or the PSDA Covenant Documents and there is no condition or
circumstances which with the giving of notice and/or the passage of time would become a default
hereunder. City (i) agrees that any future default or demand notice to Developer with respect to the
PSDA or PSDA Covenant Documents will be sent to the Keillor Lenders, Silver Arch and the
Recapitalization Lenders at the below addresses at the same time the notice is sent to Developer,
(ii) City consents to the collateral assignment by Developer to the Keillor Lenders, Silver Arch and
Recapitalization Lender #2 of Developer's rights under the PSDA, as amended, and (iii) the Keillor
Lenders, Silver Arch and the Recapitalization Lenders may rely on the terms of this Section 7.8.
1) First Pathway Partners
Attn: Dan Wycklendt
311 E. Chicago Street, Suite 510
Milwaukee, WI 53202
2) Keillor Capital
Attn: Eric Keillor
2429 W. Coast Hwy, suite 210
Newport Beach, CA 92663
3) Silver Arch Capital
Attn: Jeff Wolfer
411 Hackensack ave, suite 803
Hackensack, NJ 07601
4) Ziegler Investment Banking
Attn: Aaron Gadouas
One North Wacker Drive, suite 2000
Chicago, Illinois 60606
12
5) Lieef Real Estate Energy Partners LLC
Attn: Caleb Stokes
5 Union Square West FRNT 1, #1265
New York, NY 10003
7.9 Sections 311.1 and 311.2 of the PSDA. In furtherance of the intention of
Section 311.1 of the PSDA, upon the City Manager's written request, Developer shall deliver to the
City Manager and City Attorney any and all loan documents in a sufficiently final draft form to confirm
the evidence of financing for the Bridge Loans and Recapitalization Loans. Additionally, and in
furtherance of the intention of Section 311.2 of the PSDA, in the event the lenders providing the
Bridge Loans, C -Pace Loan, Bond Funded Construction Loan, or EB -5 Financing described in
Recital K and Section 2 of this Amendment No. 5 request acknowledgement, clarification and/or
supplemental mortgagee protection terms and, in the City Manager's judgment the items requested
are consistent with and/or reasonable extensions of the mortgagee protection provisions set forth in
the PSDA and/or the PSDA Covenant Documents, the City Manager has the authorization, in
accordance with Section 311.2 of the PSDA, to provide such acknowledgement, clarification and/or
supplemental mortgagee protection terms on behalf of the City.
7.10 Counterparts. This Amendment No. 5 may be executed in counterparts, each of
which, when this Amendment No. 5 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.
[End of Amendment No. 5 — Signature page follows]
13
IN WITNESS WHEREOF, City, Developer, SLR and SRPI have executed this
Amendment No. 5 as of the date set forth above.
Date: Nov 17 , 2023
12711468.4
4827-5243-0055.12
"DEVELOPER"
SILVERROCK DEVELOPMENT COMPANY,
LLC, a Delaware limited liability company
By: The Robert Green Company,
a California corporation
Its: Manager
By:
Name: ko:ert S. Green, Jr.
Its: President and Chief
Executive Officer
"SRPI"
SILVERROCK PHASE I, LLC, a Delaware
limited liability company
By: The Robert Green Company,
a California corporation
Its: Manager
By:
Name: Ro•ert S. Green, Jr.
Its: President and Chief
Executive Officer
"SRL"
SILVERROCK LAND II, LLC, a Delaware
limited liability company
By: The Robert Green Company,
a California corporation
Its: Manager
By:
Name: Robert S. Green, Jr.
Its: President and Chief
Executive Officer
[Signatures continued to next page]
14
Date: November 17, 2023
ATTEST:
V
Monika Radeva, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
William H. Ihrke, City Attorney
12711468.4
4827-5243-0055.12
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
By:
cMille�
Its: City Manager
15
EXHIBIT "A"
SCHEDULE OF PERFORMANCE
[See following pages]
EXHIBIT "A"
-1-
SCHEDULE OF PERFORMANCE
Completion dates or timeframes listed in this table are the outside dates permissible under this Agreement and are
subject to the terms of the Agreement which includes Section 602 of the Agreement. The completion outside dates of
items 8, 9, 11, 13,15, 16 and 22 are a function the closing of the Recapitalization Loans. Developer shall use its diligent
efforts to accomplish the closing of the Recapitalization Loans by no later than January 1, 2024, but under Section 3 of
this Amendment No. 5 has the right to extend the outside date for the closing of the Recapitalization Loans to June 30,
2024. To the extent such outside date is extended, then the completion dates under items 8, 9, 11, 13,15, 16 and 22
are automatically extended to the same extent.
EXHIBIT "A"
-2-
Item of Performance
Start
Completion'
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
N/A
COMPLETE
- Master site design
N/A
COMPLETE
Planning & Entitlements
- Preliminary Engineering &
Mapping
N/A
COMPLETE
- Site development plans
N/A
PA (2, 3, 4, 5, 6, and
10A): COMPLETE.
PA (7, 8 and 9):
within six months of
Luxury Hotel
opening.
- Prepare, submit to City for
approval, and obtain City's
approval of, Master Site
Infrastructure Improvements
Design/Construction
Development Drawings
(relevant to particular phase)
N/A
COMPLETE
Conditions to Closing
Completion dates or timeframes listed in this table are the outside dates permissible under this Agreement and are
subject to the terms of the Agreement which includes Section 602 of the Agreement. The completion outside dates of
items 8, 9, 11, 13,15, 16 and 22 are a function the closing of the Recapitalization Loans. Developer shall use its diligent
efforts to accomplish the closing of the Recapitalization Loans by no later than January 1, 2024, but under Section 3 of
this Amendment No. 5 has the right to extend the outside date for the closing of the Recapitalization Loans to June 30,
2024. To the extent such outside date is extended, then the completion dates under items 8, 9, 11, 13,15, 16 and 22
are automatically extended to the same extent.
EXHIBIT "A"
-2-
EXHIBIT "A"
-3-
Item of Performance
Start
Completion'
- 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
N/A
COMPLETE
Item #
CONSTRUCTION AND
INSTALLATION OF MASTER SITE
IMPROVEMENTS
1.
Construct Golf Course Realignment
5/1/17
COMPLETE
2.
Install construction fencing around
Luxury Hotel site as required to
separate golf play
N/A
COMPLETE
3.
All other MSII
N/A
Prior to issuance of
any certificate of
occupancy for the
vertical
improvements served
by those Master Site
Infrastructure
Improvements
necessary for the
subject phase of
development.
See MSII Phasing
Plan as well.
CONSTRUCTION OF PROJECT
COMPONENTS
4.
Prepare and submit to City for
approval, and obtain City's approval of,
Project Component (or portion thereof)
Design/Construction Development
Drawings
3 months prior to
anticipated start of
construction of
applicable Project
Component or
portion thereof.
Prior to start of
construction of
applicable Project
Component or portion
thereof.
5.
Developer satisfies all conditions to
develop set forth in Section 304 of
Agreement
N/A
Prior to start of
construction of
applicable Project
Component
EXHIBIT "A"
-3-
2 For all purposes of this Schedule, site preparation work consists of pre -watering, underground utilities and precise
grading.
3 For all purposes of this Schedule, "commencement of vertical construction" refers to the construction of
foundations/slabs (including the under slab utility work) and "vertical improvements" means such work and all
improvements that follow. Completion of Luxury and Lifestyle Hotel vertical construction is completion to a point at
when a temporary or permanent certificate of occupancy (allowing for opening for business) can be issued for the
Luxury Hotel and Lifestyle Hotel, respectively.
EXHIBIT "A"
-4-
Item of Performance
Start
Completion'
6.
Luxury Hotel Site Preparation2
(PA 2)
6/30/21
COMPLETE
7.
Closing Date of Recapitalization Loans
n/a
1-1-24
8.
Completion of Luxury Hotel Guest
Room Framing
n/a
6-30-24
(new Project
Milestone in Amend.
No.5 § 5.3)
9.
Luxury Hotel Vertical Construction3
(PA 2)
Done
3-13-25
(new Project
Milestone in Amend.
No.5 § 5.3)
10.
Luxury Branded Residential
Development Site Preparation (PA 3)
6/31/21
COMPLETE
11.
Luxury Branded Residential
Development Vertical Construction
(PA 3)
8/30/21
8/30/2026
Project Component**
considered complete
when 70% of units
are complete.
12.
Conference and Shared Services
Facility Site Preparation (PA 4)
6/30/21
COMPLETE
13.
Conference and Shared Services
Facility Vertical Construction
(PA 4)
8/30/21
3-13-25
14.
Lifestyle Hotel Site Preparation (PA 5)
6/30/21
COMPLETE
15.
Completion of Lifestyle Hotel Framing
of Guest Rooms
n/a
8-12-26
(new Project
Milestone in)Amend.
No.5 § 5.3
2 For all purposes of this Schedule, site preparation work consists of pre -watering, underground utilities and precise
grading.
3 For all purposes of this Schedule, "commencement of vertical construction" refers to the construction of
foundations/slabs (including the under slab utility work) and "vertical improvements" means such work and all
improvements that follow. Completion of Luxury and Lifestyle Hotel vertical construction is completion to a point at
when a temporary or permanent certificate of occupancy (allowing for opening for business) can be issued for the
Luxury Hotel and Lifestyle Hotel, respectively.
EXHIBIT "A"
-4-
EXHIBIT "A"
-5-
Item of Performance
Start
Completion'
16.
Lifestyle Hotel Vertical Construction
(PA 5)
520 days after the
closing of
Recapitalization
Loans but not
later than 12/5/25
(new Project
Milestone in
Amend. No.5
§ 5.3)
12-31-26
(new Project
Milestone in Amend.
No.5 § 5.3
17.
Lifestyle Branded Residential
Development Site Preparation
(PA 6)
7/30/2021
COMPLETE
18.
Lifestyle Branded Residential
Development Vertical Construction
(PA 6)
4/3/25
4 years after start.
Project Component**
considered complete
when 70% of units
are complete.
19.
Promenade Mixed -Use Village
(PA 7 and PA 9)
6/30/27
5 years after start.
Project Component**
considered complete
when 70% of units
are complete.
20.
Resort Residential Village
(PA 8)
6/30/27
5 years after start.
Project Component**
considered complete
when 70% of units
are complete.
21.
Permanent Golf Clubhouse
Site Preparation
(PA 10A)
5/30/21
COMPLETE
22.
Permanent Golf Clubhouse
Vertical Construction
(PA 10A)
8/30/21 [done]
11/25/24
23.
Golf Bungalows
Site Preparation
(PA 10A)
5/30/21
COMPLETE
24.
Golf Bungalows
Vertical Construction
(PA 10A)
2/1/27
2/1/29
EXHIBIT "A"
-5-
**However, if Developer provides evidence reasonably satisfactory to the City that then existing market conditions do
not allow for the development on economically feasible terms and orderly absorption of such product type to the point
of completion within said initial 5 -year period, then such period shall be extended for 3 years.
EXHIBIT "A"
-6-
EXHIBIT B
MASTER SITE INFRASTRUCTURE PHASING PLAN
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Project Component
Start
Finish
Notes
EXHIBIT "B"
-1-
B
PA 2 - Montage Hotel
and Spa
8/30/2021
3/13/2025*
The completion date is a function the
closing of the Recapitalization Loans.
Developer shall use its diligent efforts to
accomplish the closing of the
Recapitalization Loans by no later than
January 1, 2024 but under Section 3 of
this Amendment No. 5 Developer has the
right to extend the outside date for the
closing of the Recapitalization Loans to
June 30, 2024.
B
PA 2 - Montage
Guestroom Building
8/30/2021
3/13/2025*
The completion date is a function the
closing of the Recapitalization Loans.
Developer shall use its diligent efforts to
accomplish the closing of the
Recapitalization Loans by no later than
January 1, 2024 but under Section 3 of
this Amendment No. 5 Developer has the
right to extend the outside date for the
closing of the Recapitalization Loans to
June 30, 2024
C
PA 3 -Montage Branded
Residences
8/30/2021
8/30/2026
**Project Component considered
complete when 70% of units are
complete.
D
PA 4 - Conference &
Shared Services
8/30/2021
3/13/2025*
Completion tied to coincide with
Montage Hotel opening
E
PA 5 - Pendry Hotel
12/5/2025
12/31/2026*
F
PA 6 - Pendry Branded
Residences
4/3/2025
+ 4 Years
4 years after start. Project
Component** considered complete
when 70% of units are complete.
G
PA 7 - Mixed Use
Village 1
6/30/2027
+ 5 Years
5 years after start. Project
Component** considered complete
when 70% of units are complete.
H
PA 8 - Resort
Residential Village
6/30/2027
+ 5 Years
5 years after start. Project
Component** considered complete
when 70% of units are complete.
1
PA 9 -Mixed Use Village
11
6/30/2027
+ 5 Years
5 years after start. Project
Component** considered complete
when 70% of units are complete.
J
PA 10 - Golf Clubhouse
& Practice Range Re -
Model
8/30/2021
11/25/2024
J
PA 10 - Golf Bungalows
2/1/2027
2/1/2029
ID
MSI
Start
Finish
*
Mass Grade(Excl. PA
7/9, & 8)
Complete
Complete
Mixed -Use and Resort Residential
Village pads to be graded after Site
Development Plan approval in a
second mass grade mobilization
along with SR Way interim x -sec
demo
EXHIBIT "B"
-2-
1
SilverRock Way (City)
10/1/2020
10/29/2024*
Street work is complete; landscape
and sidewalk remain to be completed
by SRDC (to be substantially
complete with the opening of the
Golf Clubhouse)
2
"Painted Peak" (former
11/1/2024
3/13/2025*
Commencement is tied to opening of
Ahmanson Ln)
Golf Clubhouse and decommissioning
of Temporary Cart Barn, completion
tied to coincide with Montage Hotel
opening
3
Fut. Ahmanson Lane,
Trails(pathway),
Signage
4/26/2022
3/13/2025*
4
Jefferson Entry,
Trails(pathway),
Signage
6/1/2024
12/31/2026*
Completion is linked to completion of
Pendry Hotel (landscape
trails/walkways).
5
CVWD Water & Sewer
Improvements
8/13/2020
12/31/2026*
Per Special Agreement with CVWD;
timing of improvements per
Appendix 'A' (components tied to
water/sewer design of PA 7, 8 &9).
* The completion date is a function the closing of the Recapitalization Loans. Developer shall use its
diligent efforts to accomplish the closing of the Recapitalization Loans by no later than January 1,
2024 but under Section 3 of this Amendment No. 5 Developer has the right to extend the outside date
for the closing of the Recapitalization Loans to June 30, 2024
Note: "MSI" is considered to be those improvements in a table dated 10-11-2018 provided to the City
of La Quinta, and consistent with Purchase, Sale, and Development Agreement Amendment #3
EXHIBIT "B"
-3-
EXHIBIT C
LUXURY HOTEL TOT SECOND AMENDMENT
[attached]
EXHIBIT "C"
-1-
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of La Quinta
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. 2 to
AMENDED AND RESTATED AGREEMENT CONTAINING COVENANTS,
CONDITIONS, AND RESTRICTIONS AFFECTING REAL PROPERTY
(Luxury Hotel)
This AMENDMENT NO. 2 to AMENDED AND RESTATED AGREEMENT
CONTAINING COVENANTS, CONDITIONS, AND RESTRICTIONS AFFECTING REAL
PROPERTY (Luxury Hotel) (referred to herein as the "Luxury Hotel TOT Covenant
Second Amendment" or "Covenant Second Amendment") is entered into as of this
day of , 2023 ("Covenant Second 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, as
amended by that certain Amendment No. 1 to Amended and Restated Agreement
Containing Covenants, Conditions, and Restrictions Affecting Real Property (Luxury
Hotel) recorded on October 13, 2021, as Instrument No. 2021-0606108 (collectively, the
"Luxury Hotel TOT Covenant Agreement"). 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").
EXHIBIT "C"
-2-
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"), Amendment No. 4 to
Purchase, Sale and Development Agreement dated October 12, 2021 ("Amendment
No. 4") and Amendment No. 5 to Purchase, Sale and Development Agreement dated
October , 2023 ("Amendment No. 5") 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 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 Second Amendment as part of the City's consideration for entering into
Amendment No. 5, which, among other terms and conditions, modified the term during
which rebate payments by City to Owner would be made if Owner fails to complete the
Hotel by the outside completion date for the same set forth in Amendment No. 5.
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 Second
Amendment, all capitalized words and terms shall have the same meaning ascribed to
them in the Luxury Hotel TOT Covenant Agreement.
2. MODIFICATION TO TERMINATION DATE. The definition of Termination Date set
forth in Section 1 of the Luxury Hotel TOT Covenant Agreement is hereby deleted and
replaced with the following:
EXHIBIT "C"
-3-
"The term "Termination Date" shall mean the date that is the earlier of (i) the
fifteenth (15th) anniversary of the Commencement Date less, if applicable, the number of
days between the outside completion date for the Luxury Hotel under the Amendment
No. 5 Revised Schedule of Performance and, if later, the date upon which Developer
receives a temporary or permanent certificate of occupancy for the Luxury Hotel allowing
the Luxury Hotel to be opened for business; or (ii) the date upon which this Covenant
Agreement is terminated pursuant to Section 5.2 or Section 5.3."
3. RECORDING OF THIS COVENANT SECOND AMENDMENT. Developer shall
record or cause to be recorded in the Recorder's Office this Covenant Second
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).
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 Second Amendment, the terms and conditions set forth the Luxury Hotel
TOT Covenant Agreement shall remain in full force and effect.
6. COUNTERPARTS. This Covenant Second Amendment may be executed in
counterparts, each of which, when this Covenant Second 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.
[signatures on next page]
EXHIBIT "C"
-4-
IN WITNESS WHEREOF, the Parties have executed this Covenant Second
Amendment to be effective as of the Covenant Second Amendment Effective Date.
Date: 11/17
ATTEST:
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
, 2023 By:
cMillen, Cly Manager
By:
Monika Radeva, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
[continued on next page]
EXHIBIT "C"
-5-
"Owner"
SILVERROCK PHASE I, LLC,
a Delaware limited liability company
By: The Robert Green Company,
a California corporation
Its: Manager
Date: , 2023 By:
Name: Robert S. Green, Jr.
Its: President and Chief Executive Officer
EXHIBIT "C"
-6-
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.
EXHIBIT "C"
-8-
EXHIBIT D
LIFESTYLE HOTEL TOT SECOND AMENDMENT
[attached]
EXHIBIT "D"
-1-
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of La Quinta
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. 2 to
AGREEMENT CONTAINING COVENANTS, CONDITIONS, AND RESTRICTIONS
AFFECTING REAL PROPERTY
(Lifestyle Hotel)
This AMENDMENT NO. 2 to AGREEMENT CONTAINING COVENANTS,
CONDITIONS, AND RESTRICTIONS AFFECTING REAL PROPERTY (Lifestyle Hotel)
(referred to herein as the "Lifestyle Hotel TOT Covenant Second Amendment" or
"Covenant Second Amendment") is entered into as of this day of
2023 ("Covenant Second 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 (Lifestyle Hotel) dated on or about November 28, 2018 ("Lifestyle 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 Lifestyle Hotel TOT Sharing
Agreement) for continuous operation as the Lifestyle 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 "Lifestyle Hotel," as set forth in that certain
Agreement Containing Covenants, Conditions, and Restrictions Affecting Real Property
(Lifestyle Hotel), dated November 28, 2018 and recorded in on even date as Instrument
No. 2018-0464678, as amended by that certain Amendment No. 1 to Agreement
Containing Covenants, Conditions, and Restrictions Affecting Real Property (Lifestyle
Hotel) recorded on October 13, 2021, as Instrument No. 2021-0606083 (collectively, the
"Lifestyle Hotel TOT Covenant Agreement"). That certain real property subject to the
Lifestyle 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"),
EXHIBIT "D"
-2-
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"), Amendment No. 4 to
Purchase, Sale and Development Agreement dated October 12, 2021 ("Amendment
No. 4") and Amendment No. 5 to Purchase, Sale and Development Agreement dated
October , 2023 ("Amendment No. 5") 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 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 Lifestyle
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 Lifestyle
Hotel TOT Covenant Second Amendment as part of the City's consideration for entering
into Amendment No. 5, which, among other terms and conditions, modified the term
during which rebate payments by City to Owner would be made if Owner fails to complete
the Hotel by the outside completion date for the same set forth in Amendment No. 5.
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:
7. DEFINED TERMS. Except as expressly defined in this Covenant Second
Amendment, all capitalized words and terms shall have the same meaning ascribed to
them in the Lifestyle Hotel TOT Covenant Agreement.
8. MODIFICATION TO TERMINATION DATE. The definition of Termination Date set
forth in Section 1 of the Lifestyle Hotel TOT Covenant Agreement is hereby deleted and
replaced with the following:
"The term "Termination Date" shall mean the date that is the earlier of (i) the
fifteenth (15th) anniversary of the Commencement Date less, if applicable, the number of
days between the outside completion date for the Lifestyle Hotel under the Amendment
No. 5 Revised Schedule of Performance and, if later, the date upon which Developer
EXHIBIT "D"
-3-
receives a temporary or permanent certificate of occupancy for the Lifestyle Hotel
allowing the Lifestyle Hotel to be opened for business; or (ii) the date upon which this
Covenant Agreement is terminated pursuant to Section 5.2 or Section 5.3."
9. RECORDING OF THIS COVENANT SECOND AMENDMENT. Developer shall
record or cause to be recorded in the Recorder's Office this Covenant Second
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).
10. 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 Lifestyle 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 Lifestyle Hotel TOT
Covenant Agreement.
11. REMAINING PROVISIONS IN FULL FORCE AND EFFECT. Except as modified
by this Covenant Second Amendment, the terms and conditions set forth the Lifestyle
Hotel TOT Covenant Agreement shall remain in full force and effect.
12. COUNTERPARTS. This Covenant Second Amendment may be executed in
counterparts, each of which, when this Covenant Second 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.
[signatures on next page]
EXHIBIT "D"
-4-
IN WITNESS WHEREOF, the Parties have executed this Covenant Second
Amendment to be effective as of the Covenant Second Amendment Effective Date.
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
Date: 11 /17 , 2023 By:
J cMillen, City Manager
ATTEST:
By:
Monika Radeva, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
[continued on next page]
EXHIBIT "D"
-5-
"Owner"
SILVERROCK PHASE I, LLC,
a Delaware limited liability company
By: The Robert Green Company,
a California corporation
Its: Manager
Date: , 2023 By:
Name: Robert S. Green, Jr.
Its: President and Chief Executive Officer
EXHIBIT "D"
-6-
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
, before me,
(insert name and title of the officer)
Notary Public, 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.
Signature (Seal)
EXHIBIT "D"
-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:
Parcel 7 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.
EXHIBIT "D"
-8-
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 140 )
Oni\jOUtM1�vV (�, �jZ� , before me,LCII,,, 1 9 r
Qi�illlG( V,W� �VG!rG{lUV ( bIL
(insert name and title of the officer)
Notary Public, personally appeared 1_17)./1/J .S. (r
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.
EXHIBIT "C"
-7-
.e, KATHARINA CLARE
Commission No. 2333572 b
NOTARY PUBLIC - CALIFORNIA ro
SAN DIEGO COUNTY
Commission Expires September 17, 2024
(Seal)
i
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 November 16, 2023 before me, Katharina Clare, Notary Public
(Here insert name and title of the officer)
personally appeared Robert S. Green, Jr.
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s)is re subscribed to the within instrument and acknowledged to me that
he/they executed the same in ter er/their authorized capacity(ies), and that by
er/their signature(s) on the instrument the person($-), 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.
WITNES -- my hand and official seal.
:_fJ. �l
otary Public Signature
•
1
(Notary Public SeaT
KATHARINA CLARE
•�:
r-. -_;,- Commission No. 2333572
• NOTARY PUBLIC - CAUFORNIA 2
V-+lq SAN DIEGO COUNTY
Commission Expires September 17, 2024
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
Talus 5th Amendment of the PSDA
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages Document Date
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
❑ Attorney -in -Fact
❑ Trustee(s)
❑ Other
2015 Version wvwd.Nota.ryClasses.com 800-873-9865
INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies with current California statutes regarding notary wording and,
if needed, should be completed and attached to the document. Acknowledgments
from other states may be completed for documents being sent to that state so long
as the wording does not require the California notary to violate California notary
law.
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
he/she/they is /are) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
• Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
• Indicate title or type of attached document, 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).
• Securely attach this document to the signed document with a staple.
•