02 SilverRock Phase I, LLC - Luxury Hotel CC&Rs Amend 2 DOC # 2023-0350295; 2023-11-21RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
DOC # 2023-0350295
11/21/2023 04:56 PM Fees: $0.00
Page 1 of 9
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
**This document was electronically submitted
to the County of Riverside for recording**
Receipted by: NORMA #248
[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
20th day of November , 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").
DOC #2023-0350295 Page 2 of 9
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
November 16, 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:
DOC #2023-0350295 Page 3 of 9
"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]
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DOC #2023-0350295 Page 4 of 9
IN WITNESS WHEREOF, the Parties have executed this Covenant Second
Amendment to be effective as of the Covenant Second Amendment Effective Date.
Zo
ATTEST:
By:
Monika Radeva, Citklerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
"CITY"
CITY OF LA QUINTA, a California municipal
cororation and charter city
By:
Jon McMillen, City Manager
[continued on next page]
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DOC #2023-0350295 Page 5 of 9
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 November 20, 2023 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(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:
DOCUMENT:
�" MONIKA RADEVA
za> Notary Public - California
Riverside County
Commission # 2334260
My Comm. Expires Oct 22, 2024
(notary seal)
SilverRock Phase I, LLC — Amendment No. 2 to Amended and Restated Agreement
Containing Covenants, Conditions, and Restrictions Affecting Real Property — Luxury
Hotel
As required by PSDA Amendment No. 5 with SilverRock Development Co.
DOC #2023-0350295 Page 6 of 9
"Owner"
SILVERROCK PHASE I, LLC,
a Delaware limited liability company
By: The Robert Green Company,
a California corporation
Its: Manager
Nov 17
Date: , 2023 By:
Name: Robert S. Green, J
Its: President and Chief Executive Officer
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DOC #2023-0350295 Page 7 of 9
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 ui.4 j)k\1
I � �
On �,i0\1-(4/647 j' 202 , before me, l l iihG '� �tirC I�
�/ (insert name and title of the officer)
Notary Public, personally appeared itU'
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.
KATHARINA CLARE
WITNESS my hand apd official seal. Commission No. 2333572
,� <, _ NOTARY PUBLIC - CALIFORNIA v
'%`/ ` SAN DIEGO COUNTY
Commission Expires September 17, 2024
Signature C �� � _ (Seal)
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DOC #2023-0350295 Page 8 of 9
1
1
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 17, 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 er/their authorized capacity(ies), and that by
er/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
/1
hand and official seal.
Notary Public Signature
1
(Notary Public Seal)
KATHARINA CLARE
Commission No. 2333572
NOTARY PUBLIC - CALIFORNIA I
SAN DIEGO COUNTY
Commission Expires September 17, 2024
ADDITIONAL OPTIONAL INFORMAT ON
DESCRIPTION OF THE ATTACHED DOCUMENT
Luxury Amendment 2 to CCRs
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages Document Date
CAPACITY CLAIMED BY THE SIGNER
O Individual (s)
O Corporate Officer
Manager
0
(Title)
Partner(s)
Attorney -in -Fact
Trustee(s)
Other
2015 Version v4vv,
INlold iNCI sses.com 800-873-9868
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 fonns (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.
hnpression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area pennits, otherwise complete a different acknowledgment form.
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• Additional information is not required but could help to ensure this
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DOC #2023-0350295 Page 9 of 9
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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