2012 Pierce Group, LLC - DA Assignment & Assumption from Calle Estado, LLCLawyers Title Co.
RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
DOC # 2012-0639071
12/31/2012 04:42 PM Fees: $63.00
Page 1 of 12
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
**This document was electronically submitted
to the County of Riverside for recording**
Receipted by: MCASTRO
w •. -110- V5z.0rl
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code § 6103)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment") is
made and entered into as of December 2'1 , 2012 ("Effective Date"), by and between
CALLE ESTADO, L.L.C., a California limited liability company (the "Developer" or
"Assignor") and PIERCE GROUP LLC, an Idaho limited liability company ("Assignee"), with
reference to the following Recitals.
Recitals
A. Assignor is the developer of 0.34 acres of real property located in the City of La
Quinta, County of Riverside. State of California (the "Site"), which is legally described in Exhibit
"A" attached hereto.
B. Capitalized terms not defined herein shall have the same meaning as set forth in
the Development Agreement (as defined below).
C. Assignor, as "Developer," the City of La Quinta, a California municipal
corporation ("City") and the La Quinta Redevelopment Agency, a public body, corporate and
politic ("Agency"), have entered into that certain Development Agreement dated September 7,
2006 (the "Development Agreement"), for purposes of, among other things, (i)
setting forth a per -parking stall up -front payment for the Developer's payment to the City of
certain fees that the parties agree are designed to compensate the City for (A) the crediting of 15
parking stalls located in the Agency Parking Lots towards fulfilling the Project's parking
obligation; and (B) the potential added wear and tear on the municipal infrastructure which will
result from the Development Plan and the crediting of the parking stalls in the Agency Parking
Lots; (ii) requiring the Developer and its successors -in -interest to provide public parking on the
Site; and (iii) granting Developer a vested right to develop the Site according to the Development
Plan.
D. Concurrently with the Effective Date, Assignor shall have conveyed to Assignee
the Site.
E. In accordance with Section 7.1 of the Development Agreement, Assignor now
desires to assign all of its obligations and its right, title, and interest in and to the Development
Agreement to Assignee, and Assignee desires to accept such assignment on, and subject to, the
terms and conditions set forth in this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Assignment. From and after the Effective Date, Assignor hereby assigns,
conveys, transfers and delivers to Assignee all of Assignor's right, title, interest, and obligation in, to
and under the Development Agreement and Assignee hereby accepts such assignment and agrees to
assume performance of all terms, covenants and conditions occurring or arising under the
Development Agreement from and after the date of this Assignment.
2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby
agrees to assume all of Assignor's right, title, interest and obligation in, to and under the
Development Agreement and Assignee agrees to timely discharge, perform or cause to be
performed and to be bound by all of the liabilities, duties and obligations imposed in connection
with the Development Agreement, from and after the date of this Assignment to the same extent as
if Assignee had been the original party thereto.
3. Assignor's Warranties. Assignor warrants that (a) to the best of its knowledge
Assignor has complied with all requirements of the Development Agreement required to be
performed by Assignor up to the Effective Date including the payment of all fees and the construction
and development of improvement to or upon the Property in conformance with the Development
Agreement, (b) Assignor has not received any notice of any uncured violations of the Development
Agreement, and (c) to the best of its knowledge there are no violations of the Development
Agreement as of the Effective Date.
4. Estoppel Certificate. Pursuant to paragraph 8.13 of the Development Agreement
Assignor shall submit to the City of La Quinta (the "City") an estoppel certificate in the form attached
hereto as Exhibit "B" for execution by the City and return of an originally executed copy thereof to
Assignor.
5. Indemnity. Assignor hereby indemnifies and holds Assignee harmless from and
against any and all claims, expenses, costs, obligations, failure of performance, or other liabilities
(collectively referred to herein as "Liabilities") with respect to the Development Agreement for
events occurring prior to the Effective Date. Assignee hereby indemnifies and holds Assignor
harmless from and against any and all Liabilities with respect to the Development Agreement for
events occurring after the Effective Date.
6. Survival. This Assignment, and the warranties and indemnifications set forth herein,
shall survive the transfer of the Property to Assignee and the recording of the deed for such transfer.
7. Successors and Assigns. This Assignment shall be binding upon and shall inure
to the benefit of the successors and assigns of the respective parties hereto.
8. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California.
2
9. Further Assurances. The parties covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or convenient to
effectuate and carry out this Assignment.
10. Authority of Signatories to Bind Principals. The persons executing this
Assignment on behalf of their respective principals represent that they have been authorized to do so
and that they thereby bind the principals to the terms and conditions of this Assignment.
11. Interpretation. The paragraph headings of this Assignment are for reference and
convenience only and are not part of this Assignment. They have no effect upon the construction or
interpretation of any part hereof. The provisions of this Assignment shall be construed in a
reasonable manner to effect the purposes of the parties and of this Assignment.
12. Counterparts. This Assignment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date
set forth above.
"Assignor"
CALLE ESTADO, L.L.C.
a California limited liability Company
By: Allegra Ltd.
a Washington corporis&d/b/a Callegra
its Manager—
B
"Assignee"
PIERCE GROUP LLC
an Idaho limited liability company
By: Miller Family Holdings, LLC
an Idaho limited liability company
its sole member
Boris Castellanos
Secretary Its Chief Executive Officer
By:
Mark Miller,
STATE OF WA
COUNTY OF ,nrJ.
) ss
On ce^44r 2Ovt before me,uSc.r'k
personally appeared $uric Lr..tctl «+o>
personally known to me (or 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.
Oucf N°531 -1 -
[SEAL]
Witness my hand and official seal.
iarrriii,��,
tiI�0.HSYM 'O
_:• 'Jl8nd • .. N Notary Public
d: • �ioti so I
STATE OF
61„
COUNTY OF
)
) ss
On , before me,
personally appeared
personally known to me (or 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.
Witness my hand and official seal.
Notary Public
5
612673395
PENALTY OF PERJURY FOR NOTARY SEAL
(GOVERNMENT CODE 27361.7)
I certify under penalty of perjury that the Notary Seal on the document to
which this statement is attached reads as follows:
NAME OF NOTARY: Robert S. Over
DATE COMMISSION EXPIRES: Jan 17, 2015
COUNTY WHERE BOND IS FILED (if applicable): King
STATE WHERE BOND IS FILED: WA
COMMISSION NUMBER (if applicable):
PLACE OF EXECUTION: Riverside
(CITY & STATE)
DATE: Dec 31, 2012
SIGNATURE: -y--------
PRINT NAME: P. Jones
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date
set forth above.
"Assignor" "Assignee"
CALLE ESTADO, L.L.C. PIERCE GROUP LLC
a California limited liability Company an Idaho limited liability company
By: By: Miller Family Holdings, LLC
Its an Idaho limited liability company
its sole member
By: /1 /114
Mark Miller,
Its Chief Executive Officer
STATE OF )
) ss
COUNTY OF )
On before me,
personally appeared
personally known to me (or 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.
Witness my hand and official seal.
[SEAL]
STATE OF 4-- i -2's4
COUNTY OF
) ss
Notary Public
On -= ? (4 • - , before me, X )"
personally appeared Jl C -.7- t(j
personally known to me (• 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.
Witness my hand and official seal.
SHERRY L. MAUPIN
1 NOTARY PUBLIC
STATE OF IDAHO
Notary Public
612673395
PENALTY OF PERJURY FOR NOTARY SEAL
(GOVERNMENT CODE 27361.7)
I certify under penalty of perjury that the Notary Seal on the document to
which this statement is attached reads as follows:
NAME OF NOTARY: Sherry L. Maupin
DATE COMMISSION EXPIRES: Jan 17, 2015
COUNTY WHERE BOND IS FILED (if applicable): Valley
STATE WHERE BOND IS FILED: Idaho
COMMISSION NUMBER (if applicable):
PLACE OF EXECUTION: Riverside
DATE: Dec 31, 2012
SIGNATURE:
(CITY & STATE)
\r
PRINT NAME: P. Jones
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
All that certain real property situated in the County of Riverside, State of California,
described as follows:
Lot 10 in Block 9 of Desert Club Tract Unit No. 1, as shown in map book 19, page 75
Records of Riverside County, State of California, in the City of La Quinta together
with Lots 11 and 1 2 in Block 9 of said Desert Club Tract Unit No. 1 as shown in
Certificate of Parcel Merger No. 87-041 recorded March 26, 1987 as Instrument No. 8
2243, Records of said Riverside County.
This legal description is pursuant to Parcel Merger No. 2006-475, as disclosed by Deed
recorded June 8, 2006 as Instrument No. 2006-0416 210 of Official Records.
Assessor's Parcel Number: 770-15 2-017-4
Exhibit "B"
Estoppel Certificate
To: Pierce Group, LLC ("Buyer"), and
Calle Estado, LLC ("Seller")
From: The City of La Quinta, a California municipal corporation (the "City"), and
La Quinta Redevelopment Agency, a public body, corporate and politic (the
"Redevelopment Agency")
Re: Sale and transfer of the real property known as and located at 78-115 Calle Estado, City
of La Quinta, Riverside County, California, the legal description for which is attached
hereto as Exhibit "A" and incorporated herein (the "Property").
This estoppel certificate (the "Estoppel Certificate") is being delivered pursuant to the certain
Development Agreement, dated September 7, 2006 entered into by and among the City, the
Redevelopment Agency, and Seller (as Developer), and recorded on September 12, 2006 in the
Official Records of the County Recorder, Riverside County, as Document Number 2006-0672299
(the "Development Agreement").
The City and the Redevelopment Agency have been advised that pursuant to an agreement
between Seller and Buyer, a sale and transfer of the Property is either pending or has been
completed, and in connection with such sale, Seller and Buyer have requested this Estoppel
Certificate in accordance with the terms of the Development Agreement. The City and the
Redevelopment Agency acknowledge that Seller and Buyer will be relying upon this Estoppel
Certificate as part of the consummation of such sale and transfer.
In view of these facts, each of the undersigned hereby certifies to Seller and to Buyer (and to
any assignee or mortgagee of Buyer), as follows:
1. A complete, true, and accurate copy of the Development Agreement and all amendments
and modifications thereto is attached hereto as Exhibit "B".
2. The Development Agreement has not been modified or amended, except as follows (if not
modified or amended, write "None"):
The Development Agreement, as so modified, is in full force and effect and has been duly
executed and delivered by, and is a binding obligation of the City and the Redevelopment
Agency, on the terms set forth therein. There are no other amendments, supplements,
modifications, agreements, side letters, or understandings, oral or written, of any sort,
modifying, amending, altering, supplementing, or changing the terms of the Development
Agreement.
3. All fees required to be paid by the Developer have been paid in full and there are no
outstanding monetary obligations owed by the Developer to either the City or the
Redevelopment Agency pursuant to the Development Agreement.
4. All matters that were conditions to permitting the construction of the buildings and
improvement upon the Property were and have been satisfied and complied with.
5. The buildings and improvements constructed upon the Property were constructed in
accordance with plans and specification required and approved by the City and/or the
Redevelopment Agency. To the extent that any of the buildings or improvements constructed
upon the Property and built in accordance with plans, specifications, and locations approved by
the City, encroaches upon City property such encroachments have been and remain consented
to by the City and do not constitute a default under the Development Agreement.
6. Seller, as Developer, is not in default in performance of any of its obligations under the
Development Agreement, except as (if no defaults, write "None"; or if in default, describe the
nature and amount of any such defaults):
7. The sale and transfer of the Property to Buyer will not constitute a violation or default as to
any of the terms of the Development Agreement.
Dated:
"City"
City of La Quinta
a California municipal corporation and charter city
Attest:
By:
(name) (name)
(title) (title)
"Redevelopment Agency"
La Quinta Redevelopment Agency
A public body, corporate and politic
By:
(name)
(title)
.(4g
-z
z
0
r
cst
b
A
0