2008 KSL Land - Subordination Agrmt to DARecording Requested By And
When Recorded Mail To:
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attention: City Manager
DOC # 2008-0509914
09/18/2008 08:00R Fee:NC
Page 1 of g0
Recorded in Official Records
County of Riverside
Larry Y. Ward
Assessor, County Clerk & Recorder
I IIIIII IIIIIII III IIIII IIIIII IIIIII IIIII III IIIII IIII IIII
I S I R I U I PAGEI SIZE I DA I MISC I LONGI RFD I COPY I
M I A I L 1 465 1 426 1 PCOR
[E=mp[ From
SUBORDINATION AGREEMENT
SMF
C7 I UNI
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
This SUBORDINATION AGREEMENT ("Agreement") is entered into by and between
KSL LAND CORPORATION, a Delaware corporation, successor in interest to KSL LAND
HOLDINGS, LLC, a Delaware limited liability company ("KSL") and the CITY OF LA
QUINTA, a California municipal corporation and charter city organized and existing under the
Constitution of the State of California ("City").
RECITALS
A. In connection with the purchase by CROWNE POINTE PARTNERS, LLC, an
Oregon limited liability company ("Crown"), from KSL of certain real property located in the
City of La Quinta, County of Riverside, State of California (the "Property"), (i) Crowne granted
KSL an option to purchase the Property, or portions thereof, from Crowne (the "Option"); and
Crowne and KSL entered into that certain Declaration of Development covenants, Conditions
and Restrictions, which was recorded in the Official Records of the County of Riverside on
October 22, 2004, as Instrument No. 2004-0836422, which imposed certain requirements on
Crowne with respect to Crowne's development of the Property (the "Declaration"). The
Property is more particularly described on Exhibit "A", which is attached hereto and
incorporated herein by this reference.
B. The terms of the Option are set forth in that certain unrecorded Option Agreement
and Escrow Instructions entered into by and between Crowne and KSL on October 12, 2004 (the
"Option Agreement"). To provide members of the public with notice of the Option and Option
Agreement, on October 12, 2004, KSL and Crowne entered into that certain Memorandum of
Option, which was recorded against the Property on October 22, 2004, as Instrument No. 2004-
0836423 (the "Memorandum").
C. Crown is about to enter into a Development Agreement in the form attached
hereto and incorporated herein as Exhibit `B" (the "Development Agreement") with the City,
relating to Crowne's development rights and obligations with respect to the Property. Once
executed, the Development Agreement will be recorded against the Property. Section 3.2.1 of
992/015610-0096
930399 04 a0924108
0
It
the Development Agreement requires, as a condition to the City's issuance of any building
permit for the project to be developed on the Property, that Crowne execute and record against
the Property a "City Declaration of CC&Rs" in the form attached to the Development Agreement
as Exhibit "C".
D. The City has required as a condition to its execution of the Development
Agreement that KSL (i) subordinate the Option Agreement, Memorandum, and Declaration to
the Development Agreement, and (ii) provide for the subordination of the Option Agreement,
Memorandum, and Declaration to the City Declaration of CC&Rs, upon recordation of the same.
KSL now wishes to provide for such subordination.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein by this reference, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
Subordination.
1.1 The Development Agreement, together with all rights and privileges of
City thereunder, shall unconditionally be and remain at all times a lien or charge on the Property
prior and superior to the Option Agreement, Memorandum, and Declaration (including any
amendments to any of the foregoing).
1.2 Upon recordation of the City Declaration of CC&Rs, the City Declaration
of CC&Rs, together with all rights and privileges of City thereunder, shall unconditionally be
and remain at all times a lien or charge on the Property prior and superior to the Option
Agreement, Memorandum, and Declaration (including any amendments to any of the foregoing).
2. Effect of Subordination. By executing this Subordination Agreement, KSL agrees
that should KSL acquire title to the Property pursuant to the Option Agreement or Memorandum,
KSL will acquire title subject to the provisions of the Development Agreement and the City
Declaration of CC&Rs, and all amendments to each such document, all of which shall remain in
full force and effect.
3. Covenant of KSL. KSL declares, agrees and acknowledges that to KSL's actual
knowledge, without duty of inquiry or investigation, there is no breach, default, event of default
or other occurrence that would trigger KSL's option to acquire the Property or any portion
thereof existing under the Option Agreement, Memorandum, or Declaration, or any
circumstances, event, omission or failure of condition which would constitute such a breach,
default, event of default or occurrence that would trigger KSL's option to acquire the Property or
any portion thereof after notice or lapse of time, or both.
4. Reliance by City. The City would not agree to enter into the Development
Agreement without this Agreement and KSL understands that in reliance upon, and in
consideration of, this subordination, specific obligations are being and will be entered into which
would not be made or entered into but for such reliance upon this subordination.
5. Reassessment Limitations. In the event KSL acquires fee title to the Property
pursuant to the Option Agreement, the parties hereto acknowledge and agree that
8821015610-0096
930389 04 07n4/08 _2_
notwithstanding anything in Section 3.3.3 of the Development Agreement to the contrary, in the
event that after the first close of escrow for a "Unit" (as defined in the Development Agreement)
in which Crowne paid to the City the mitigation payment described in Section 3.3.2 of the
Development Agreement, the County of Riverside initiates action to decrease the assessed value
of the Unit, the then current fee owner's compliance with such County -initiated process shall not
constitute an "action" in violation of the provisions of Section 3.3.3 of the Development
Agreement.
6. Miscellaneous
6.1 Entire Agreement. This Agreement shall be the whole and only agreement
with regard to the matters set forth herein and shall supersede and cancel, any prior agreement as
to such matters.
6.2 Successors and Assigns. This Agreement shall inure to and bind the heirs,
legatees, devisees, administrators, executors, successors and assigns of the parties hereto.
6.3 California Law. This Agreement shall be construed according to the
internal laws of the State of California without regard to conflict of law principles.
6.4 Severability. If any term, provision, condition or covenant of this
Agreement or the application thereof to any party or circumstances shall, to any extent, be held
invalid or unenforceable, the remainder of this instrument, or the application of such term,
provision, condition or covenant to persons or circumstances other than those as to whom or
which it is held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
6.5 Attorneys' Fees. In the event that any action, suit or other proceeding is
brought to enforce the obligations under this Agreement, the prevailing party shall be entitled to
receive all of such party's costs and expenses of suit, including attorneys' fees, expert witness
fees, and all costs incurred in each and every action, suit or other proceeding, including any and
all appeals or petitions therefrom.
6.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall constitute one and the
same document.
[End — Signature pages follow]
1112/015610-0096
910389 04 a07/24/09 -3-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
ATTEST:
By:
City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
By:
City Attorney
"City"
CITY OF LA QUINTA, a California municipal
corporation and charter city organized and existing
under Constitution of the State of California
By:
City Manager
"KSL"
KSL LAND CORPORATION, a Delaware
corporation, successor in interest to KSL LAND
HOLDINGS, LLC, a Delaware limited liability
company
By:
Its:
By:
Its:
882/015610-0096
930389 04 e07/24/08 -4-
State of California )
County of )
On before me, Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
1 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)
State of California
County of
On before me, , Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
182/01561 M096
930389 04 a0724/08 -5-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
"City"
CITY OF LA QUINTA, a California municipal
corporation and charter city organized and existing
un n itution of the VtatCalifornia
By:
City Manager
ATTE
ity Clerks..
APPROVED A TO FORM
RUTAN TUC R, L
4e__ `
Ciy ttorney
"KSL"
KSL LAND CORPORATION, a Delaware
corporation, successor in interest to KSL LAND
HOLDINGS, LLC, a Delaware limited liability
company � 17
Its:
Its:
882/015610-0096 930389 04 a0724/08 —4_
State of California )
County of )
On B.'�f, before m� ��i �1 • �� , Notary Public,
(kre insert name and title of the officer)
personally appeared —c, 2EW)E__,�1 _s l n olkEa(-)IV
who proved to me on the basis of satisfactory evidence to be the person(whose nam�� 1
subscribed to the within instrument, and acknowledged to me that he/s /�k y executed the same
in his/�,4/JWr authorized capacity�wl and that by his/hesftltefr signature(4 on the instrument the
person/, or the entity upon behalf of which the persoto acted, execute�d''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.
(seal)
State of Cali to )
County ofil Bi /fie)
On a
1,ef ;:k:)68 ,before me,
and title of the
Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(jr) whose name(04 is/are
subscribed to the within instrument, and acknowledged to me that he/she4hey executed the same
in his/herWw4r authorized capacity(tas), and that by his/keFFtkeir signature(v) on the instrument the
person(* or the entity upon behalf of which the person(g) 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) REGENIA HENSLEY
Commission # 1521423
�,•... Notary Public •'Cautomla
Riverside County
N1y ConvrtI Oct 23. 2008
982/015610-0096 _
930399 04 a07/24/08 _5
State of California )
County of )
On , before me,
Notary Public,
(here insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(seal)
882/015610-0096 _
930199 04 .07/24/08 _6
CONSENT TO RECORDATION
CROWN POINTE PARTNERS, LLC, an Oregon Limited liability company ("Owner"), owner
of the fee interest in the real property legally described in Exhibit "A" to the foregoing
Subordination Agreement, hereby consents to the recordation of the Subordination Agreement
against said real property.
"Owner"
CROWN POJNTFARTNEW, LLe an Oregon limited liability company
Its:
State ofL
County of
On (Cee a G __, before me, 7JLT yCz� l�ifa Notary Public,
Q r
`�,(��/ n(�he�te insert niche and title of the officer)
personally appeared- N n _ "" r 11
who proved to me on theilbasis of sati factory 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 oa ° 4 that the
foregoing paragraph is true and correct
WITNESS my hand and official seal.
Signature A'at ay.
, /
(seal)
OFFICIAL SEAL
BETTE BEAN OWEN
NOTARY FUBLIC-(MG0N I
COMMIg M NO.386015
MY COMMISSIONDA'IRESWVEM8E 229,2008
B Bb'015610-0096
930389 04 a0V24108 .7_
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
That certain real property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
PARCEL A: PARCEL 2 OF LOT LINE ADJUSTMENT NO. 204-411 RECORDED OCTOBER 8, 2004
AS INSTRUMENT NO. 2004-0803272 MORE PARTICULARLY DESCRIBED AS THAT PORTION
OF LOT I OF TRACT NO. 29421 AS SHOWN BY MAP ON FILE IN BOOK 297, AT PAGES 54
THROUGH 57, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;
TOGETHER WITH THAT PORTION OF PARCEL 7 OF PARCEL MAP NO. 20426, AS SHOWN BY
MAP ON FILE IN BOOK 129, AT PAGES 49 THROUGH 55, INCLUSIVE OF PARCEL MAPS,
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; AS ADJUSTED BY LOT LINE
ADJUSTMENT NO. 97-244, RECORDED JUNE 5, 1997 AS INSTRUMENT NO. 199050 AND
199051, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 1; THENCE EASTERLY
ALONG THE NORTHERLY LINE OF SAID LOT 1, NORTH 89.30' 11" EAST, 272.69 FEET TO THE
EASTERLY TERMINUS OF SAID NORTHERLY LINE OF LOT 1; THENCE LEAVING SAID
NORTHERLY LINE OF LOT 1, SOUTH 40040' 11" EAST, 192.39 FEET; THENCE SOUTH 36° 16'42"
EAST, 201.26 FEET; THENCE SOUTH 53°20'16" EAST, 232.15 FEET; THENCE NORTH 87°56'22"
EAST, 193.32 FEET; THENCE, NORTH 85°54'55" EAST, 305.51 FEET; THENCE SOUTH 76°33'32"
EAST, 155.87 FEET; THENCE SOUTH 45'08'33" EAST, 221.84 FEET; THENCE SOUTH 51°13'44"
EAST, 112.98 FEET; THENCE SOUTH 54°28'39" EAST, 110.02 FEET; THENCE SOUTH 44°42'29"
EAST, 102.05 FEET; THENCE SOUTH 01'38'20" WEST, 37.58 FEET; THENCE SOUTH 45°00'00"
WEST, 209.79 FEET; THENCE SOUTH 04°59'49" WEST, 201.91 FEET; THENCE SOUTH 39°23'09"
EAST, 81.63 FEET TO A POINT ON A SOUTHEASTERLY LINE OF SAID LOT 1, SAID POINT
BEING ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 81.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS SOUTH 26032'46" EAST; THENCE
SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE OF LOT 1 AND SAID CURVE
THROUGH A CENTRAL ANGLE OF 57008'46", AN ARC DISTANCE OF 80.79 FEET TO THE
BEGINNING OF A TANGENT REVERSE CURVE CONCAVE NORTHWESTERLY, HAVING A
RADIUS OF 63.00 FEET, A RADIAL LINE THROUGH SAID POINT OF TANGENT REVERSE
CURVE BEARS NORTH 83°41'32" WEST; THENCE SOUTHWESTERLY ALONG SAID
TANGENT REVERSE CURVE THROUGH A CENTRAL ANGLE OF 43045'42", AN ARC
DISTANCE OF 48.12 FEET; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY
LINE OF LOT 1, SOUTH 50°04'10" WEST, 304.18 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 502.00 FEET; THENCE
WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30013'14", AN ARC
DISTANCE OF 264.78 FEET TO THE BEGINNING OF A TANGENT COMPOUND CURVE
CONCAVE NORTHERLY, HAVING A RADIUS OF 1445.00 FEET, A RADIAL LINE THROUGH
SAID POINT OF TANGENT COMPOUND CURVE BEARS SOUTH 09042'36" EAST; THENCE
WESTERLY ALONG SAID TANGENT COMPOUND CURVE THROUGH A CENTRAL ANGLE OF
19°56'47", AN ARC DISTANCE OF 503.05 FEET; THENCE NORTHERLY LEAVING SAID
CURVE, NORTH 10°14'10" EAST, 5.00 FEET TO THE BEGINNING OF A CURVE CONCAVE TO
THE NORTH, HAVING A RADIUS OF 1440.00 FEET, A RADIAL LINE THROUGH SAID POINT
BEARS SOUTH 10014'10" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 06026'37", AN ARC DISTANCE OF 161.95 FEET TO THE BEGINNING OF
91 2 10 156 1 "096
93038904 a07/24/08
A TANGENT COMPOUND CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF
285.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 16°40'48" WEST, THE
PRECEDING 4 COURSES BEING ON THE SOUTHERLY LINE OF SAID LOT I; THENCE
WESTERLY AND NORTHERLY ALONG SAID TANGENT COMPOUND CURVE THROUGH A
CENTRAL ANGLE OF 73°19'01", AN ARC DISTANCE OF 364.69 FEET; THENCE NORTH
0000011" WEST, 478.78 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHWESTERLY, HAVING A RADIUS OF 385.00 FEET; THENCE NORTHERLY ALONG SAID
TANGENT CURVE THROUGH A CENTRAL ANGLE OF 49014'43", AN ARC DISTANCE OF
330.90 FEET; THENCE LEAVING SAID TANGENT CURVE NORTH 40°45'07" EAST, 5.00 FEET
TO 'THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF
260.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 40°45'07" WEST;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45028'01",
AN ARC DISTANCE OF 206.32 FEET; THENCE NORTH 03°46'53" WEST, 404.79 FEET TO THE
POINT OF BEGINNING, THE PRECEDING 6 COURSES BEING ON THE WESTERLY LINE OF
SAID LOT 1.
PARCEL B: LOT K OF TRACT MAP NO. TRACT NO. 29421 AS SHOWN BY MAP ON FILE IN
BOOK 297, AT PAGES 54 THROUGH 57, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA; and
PARCEL C: TOGETHER WITH THE RIGHT TO GRANT AND TRANSFER SAME,
NONEXCLUSIVE EASEMENTS FOR PEDESTRIAN AND VEHICULAR (INCLUDING
CONSTRUCTION VEHICLES) INGRESS AND EGRESS, OVER AND ACROSS THE REAL
PROPERTY DESCRIBED ON EXHIBIT `B" ATTACHED HERETO AND INCORPORATED
HEREIN BY THIS REFERENCE (THE "ACCESS STREETS"),
882/015610-6096
930389 04 a0724/08 �2'
EXHIBIT "B"
DEVELOPMENT AGREEMENT BETWEEN CROWNE AND THE CITY
(To be inserted)
THIS DOCUMENT WAS RECORDED WITH EXHIBIT "B" ATTACHED
PLEASE SEE THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF
LA QUINTA ("CITY") AND CROWNE POINTE PARTNERS, LLC ("DEVELOPER")
DOCUMENT # 2008-0509913
RECORDED: 9/18/2008
882M15610-0096
93039904 sO7Q4108 -3-
rrRUTAN
August 15, 2008
VIA OVERNITE EXPRESS
Tom Genovese, City Manager
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Re: Eden Rock Agreements
Dear Mr. Genovese:
Allison LeMoine-Bui
Direct Dial: (714) 662-4658
E-mail: alemoine-buiga rutan.com
At the request of Allison LeMoine-Bui, I am enclosing the following documents:
(1) Original 8/4/08 letter signed by Mr. Rembold - for your file
(2) Original Subordination Agreements with (1) Bank of America, (2) Crowne Pointe
Holdings, and (3) KSL Land Corporation and KSL Land Holdings — to be
recorded.
(3) Original Development Agreement — to be recorded.
Each of the enclosed agreements needs to be signed and notarized by the City. Once this has
been done, they will be ready for recordation. We would appreciate receiving recorded copies
when they become available.
Thank you for your attention to this matter. Please advise if you have any questions.
Very truly yours,
RUTAN & TUCKER, LLP
�ette Hollmer
Secretary to Allison LeMoine-Bui
Enclosures
Rutan & Tucker, LLP 1 611 Anton Blvd, Suite 1400, Costa Mesa, CA 92626
PO Box 1950, Costa Mesa, CA 92628-1950 1 714-641-5100 1 Fax 714-546-9035
Orange County I Palo Alto I www rutan.com
112/015610-0096
94802101 aO8/15/O8