2006-10-18 CP Development, LLC - Assignment & Assumption Agmt to Eisenhower Medical Center PM 31116ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT C`Assigumenn is entered
into this l day of 2006 by and between CP DEVF,LOPMENT
LA QUINTA, LLC, a California limited liability company ("Assignor") and EISENHOWER
MEDICAL CENTER, a California non-profit public benefit corporation ("Assignee") with
reference to the following:
A. WHEREAS, Assignor is the owner in fee simple of certain property located at the
southeast comer of Miles Avenue and Washington Street in the City of La Quinta, California
(the "Property"), which Property is more particularly described on Exhibit "A" attached hereto
and incorporated herein by this reference.
B. WHEREAS, Assignor acquired the Property from the La Quinta Redevelopment
Agency, a public body, corporate and politic C Agency") pursuant to the terms of that certain
Disposition and Development Agreement dated on or about December 18, 2003 ("Original
DDA"), as amended on or about October 28, 2004, on or about December 7, 2004, on or about
November 2, 2005 and on or about September .' � 2006 (collectively the "DDA Amendments").
(The Original DDA, as modified by the DDA Amendments shall hereinafter be referred to as the
"DDA".)
C. WHEREAS, concurrently with the execution of the Original DDA, the City of
La Quinta, a California municipal corporation C`City"), and Assignor entered into that certain
Development Agreement which was recorded in the Official Records of the County Recorder for
the County of Riverside on January 5, 2004 as Instrument No. 2004-0005256, and amended by
that certain Amendment No. 1 to Development Agreement executed on or about October 29,
2004 and recorded in the Official Records of the County Recorder for the County of Riverside on
November 8, 2004 as Instrument No. 2004-0985063 (hereinafter collectively referred to as the
"Development Agrecroetin.
D. WHEREAS, pursuant to the terms of the DDA and the Development Agreement,
the Property was to be used for the development of a mixed use development project (the
"Projecn, one component of which is a medical office/surgical facility containing three
buildings with not less than 40,000 square feet each ("MOH Facility").
E. WHEREAS, pursuant to the terms of the DDA, Agency and Assignor entered into
that certain Option Agreement on December 7, 2004, which was recorded on December 9, 2004,
as Instrument No. 2004-0979138, in the Official Records of the County of Riverside, as amended
by that certain Amended and Restated Option Agreement entered into and recorded in the
Official Records of the County of Riverside concurrently herewith (collectively the "Option
Agreement"). The Option Agreement grants to Agency an option to repurchase the Property, or
a portion thereof, from Assignor, if (i) Assignor fails to continuously proceed with, or complete
construction of the Project or portion thereof within certain specified time frames, or (ii)
Assignor transfers the Property, or portion thereof, in violation of the terms of the DDA, all as
further described therein.
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F. WHEREAS, Assignor has previously subdivided the Property via Parcel Map
31116 as shown by map on file in Book 212, pages 60 through 66, inclusive of parcel maps,
Riverside County Records, being in the south one-half of Section 19, Township 5 South, Range 7
East, San Bernardino Base and Meridian ("PM31116'1.
G. WHEREAS, subsequent to the recording of PM31116, Assignor processed and
the City of La Quinta ("City') approved Lot Line Adjustment No. 200"52 whereby "Parcel 6"
and a portion of'Ramcl 7" of PM31116 wire merged to create a single parcel upon which the
MOB Facility was to be built ("MOB Parcel"), which MOB Parcel is more particularly described
on Exhibit "B" attached hereto and incorporated herein by this reference.
H. WHEREAS, Assignor and Assignee have previously entered into that certain
agreement for purchase and sale whereby Assignor agreed to sell and Assignee agreed to
purchase the MOB Parcel ("Purchase AgreementI.
I. WHEREAS, under the terms of the Purchase Agreement, upon the conveyance of
the MOB Parcel to Assignee, Assignor agreed to assign to Assignee all of its rights and
responsibilities under the terms of the DDA, the Development Agreement and the Option
Agreement but only to the extent that such rights and responsibilities arise from the ownership of
the MOB Parcel.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns to Assignee all of Assignor's rights and responsibilities
under the terms of the DDA, the Development Agreement and the Option
Agreement, but in the case of responsibilities, only to the extent that they arise
from the ownership of the MOB Parcel from and after the Effective Date of this
Assignment ("Assigned Rights and Obligations".)
2. Assignee hereby accepts the foregoing assignment of the Assigned Rights and
Obligations, and agrees to be bound by the terms of the DDA and the
Development Agreement to the extent that such terms affect or are affected by
ownership of the MOB Parcel and then only to the extent of the Assigned Rights
and Obligations.
3. The parties hereto acknowledge and agree that Assignee shall not be responsible
for any of the obligations of the DDA, the Development Agreement or the Option
Agreement which arise from ownership of any portion of the Property which arise
prior to the Effective Date hereof, or which arise from any portion of the Property
other than the MOB Parcel after the Effective Date hereof. As such, a default by
Assignor under either the DDA, the Development Agreement and/or the Option
Agreement prior to the Effective Date hereof, or with respect to any portion of the
Property other than the MOB Parcel after the Effective Date hereof ("Assignor's
Defauh'7 shall not be deemed a default by Assignee, and Assignor shall
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74517603 09f11M
indemnify, defend and hold harmless Assignee from any and all losses, claims or
liability, including without limitation reasonable attorneys' fees and costs, arising
from an Assignor's Default. A default by Assignee under either the DDA, the
Development Agreement and/or the Option Agreement with respect to the MOB
Patel after the Effective Date hereof ("Assignee's Default") shall not be deemed
a default by Assignor or otherwise have any effect on any property covered by the
DDA, the Development Agreement or the Option Agreement other than the MOB
Parcel, and Assignee shall indemnify, defend and hold harmless Assignor from
any and all losses, claims or liability, including without limitation reasonable
attorneys' fees and costs, arising from an Assignee's Default.
4. This Assignment shall be deemed effective upon the last of the following events
to occur.. (a) conveyance of the MOB Parcel to Assignee as evidenced by the
recording of the grant deed therefore in the official records of the County
Recorder for the County of Riverside, California, or (b) the written consent to this
Assignment by the City with respect to the Assigned Obligations arising under the
Development Agreement, and by the Agency with respect to the Assigned
Obligations arising under the DDA and/or the Option Agreement (herein referred
to as the "Effective Date").
5. Nothing herein or in the DDA constitutes a representation or warranty by the
Agency that the construction of the MOB Facility is not subject to California
Health and Safety Code Sections 33423 through 33426, or Chapter 1 of Part 7 of
the California Labor Code (commencing with section 1720), and all applicable
statutory and regulatory provisions related thereto, and Assignee expressly waives
any right of reimbursement for any "increased costs" under California Labor
Code Section 1781 or otherwise with respect to the MOB Panel or the MOB
Facility. Assignee shall, indemnify, defend, and hold the Agency harmless,
including litigation costs and reasonable attorneys' fees, from and against any and
all claims pertaining to the payment of wages for the MOB Parcel, or the MOB
Facility.
6. Assignee hereby further warrants and represents that it shall not seek financial
assistance from the City or the Agency to fund the construction of the MOB
Facility to be built on the MOB Parcel.
7. The City and the Agency shall be deemed to be third parry beneficiaries of the
waiver and indemnity set forth in Section 5 and the warranty and representation
set forth in the Section 6.
8. Except as otherwise described in paragraph 4 above, the parties hereto each
warrant and represent that they have taken all necessary corporate action to
authorize the execution and performance of this Assignment and that the
individuals executing this document on behalf of the parties are authorized to do
so, and by doing so, create binding obligations as described herein of the party
represented.
8620IM104093 _3_
7497603 a094 I106
9. The terms of this Assignment shall not be amended and this Assignment shall not
be terminated except by written instrument executed by both of the parties hereto,
and only upon the prior written consent of the City and Agency.
10. This Assignment shall be governed by the laws of the State of California.
[Balance of page intentionally left blank.]
ISM561"085 -4
765976.03 0941"
above.
WHEREFORE, the parties hereto have executed this Assignment on the date first written
CP Development La Qninta, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
By: rf
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
Br
Richard R. Oliphant
Its: President
Eisenhower Medical Center,
a non-profit public benefit corporation
B
Its:
d0296010A0d3 _5_
743376.03 a092146
CONSENT
By execution below, the City and Agency hereby consent to the foregoing assignment.
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
City Attorney
CITY OF LA QUINTA, a public body,
corporate and politic
By:
Its:
City Manager
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
'I
/ Its:
ATTF,�S%C: , 'J" // — —
Agency Secretar
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Attorneys for the I.a Quinta Redevelopment
Agency
Executive Director
s32 015610-0085 _6_
145876 03 a09 21 06
C N�sErrr
By execution below, the City and Agency hereby consent to the foregoing assignment.
ATTEST:
City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
City Attorney
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Attorneys for the La Quints. Redevelopment
Agency
CITY OF LA QUINTA, a public body,
corporate and politic
By:
Its: City Manager
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Its:
88L01 104085 .6-
141376.03 .09/21,06
Executive Director
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
PARCELS I THRU 5, INCLUSIVE, OF PARCEL MAP NO. 31116, AS SHOWN BY MAP
ON FILE IN BOOK 212 OF PARCEL MAPS, AT PAGES 60-66, INCLUSIVE, OF MAPS,
RIVERSIDE COUNTY RECORDS, AND PARCELS "A" AND "B" OF LOT LINE
ADJUSTMENT NO. 2006-452 APPROVED BY THE CITY OF LA QLITNTA AND
RECORDED APRIL 19, 2006 AS INSTRUMENT NO. 0290726. OR, BEING ADJUSTED
PARCELS 6, 7 AND 8 OF PARCEL MAP NO. 31116 AS SHOWN BY MAP ON FILE IN
BOOK 212 OF PARCEL MAPS, AT PAGES 60-66, INCLUSIVE, OF MAPS, RIVERSIDE
COUNTY RECORDS, ALL BEING IN SECTION 19, TOWNSHIP 5 SOUTH, RANGE 7
EAST, S.B.M.
EXHIBIT "A"
882/015610.0083 Page I of 1
745976 03 400/1106
EXHIBIT "B"
LEGAL DESCRIPTION OF MOB PARCEL
PARCEL "A" OF LOT LINE ADJUSTMENT NO.2006-452, MORE PARTICULARLY
DEFINED AS FOLLOWS:
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE. STATE OF CALIFORNIA.
PARCEL 6 TOGETHER WITH THAT PORTION OF PARCEL 7 OF PARCEL MAP NO.
31116, AS SHOWN BY MAP ON FILE IN BOOK 212, AT PAGES 60 THROUGH 66,
INCLUSIVE, OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS, BEING IN THE
SOUTH HALF OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL 7;
THENCE ALONG THE SOUTHEASTERLY, SOUTHWESTERLY AND
NORTHWESTERLY BOUNDARY LINES OF SAID PARCEL 7 THROUGH THE
FOLLOWING FIVE (5) COURSES:
(1) SOUTH 43°56'44" WEST, A DISTANCE OF 357.95 FEET TO THE BEGINNING OF
A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF
4,565.17 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH
42°59'27" EAST;
(2) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 02°57'46", AN ARC DISTANCE OF 236.07 FEET TO A POINT,
A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 40°0i'41" EAST;
(3) THENCE NON -TANGENT TO SAID CURVE SOUTH 00°17'35" EAST, A DISTANCE
OF 11.03 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE
SOUTHWESTERLY, HAVING A RADIUS OF 2,500.00 FEET, A RADIAL LINE PASSING
THROUGH SAID POINT BEARS NORTH 36°57'27" EAST;
(4) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 05043'4T', AN ARC DISTANCE OF 250.01 FEET TO A POINT,
A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 31013'40" EAST;
OF 153 02 FEET TO AN ANGLE POINT IN THE SOUTHEASTERLY BOUNDARY NENCE NON -TANGENT TO SAID CURVE NORTH 29-29'24" EAST, A E
OF SAID PARCEL 6 OF PARCEL MAP NO.31116;
THENCE LEAVING THE BOUNDARY LINES OF SAID PARCEL 7 AND ALONG THE
SOUTHWESTERLY, WESTERLY, NORTHERLY AND EASTERLY LINES OF SAID
PARCEL 6 THROUGH THE FOLLOWING FIFTEEN (15) COURSES:
(1) THENCE NORTH 6190'36" WEST, A DISTANCE OF 150.00 FEET;
EXHIBIT'B"
U2,015610.0085 Page 1 of 3
745876 03 009121M
(2) THENCE SOUTH 2M9'24" WEST A DISTANCE OF 150.35 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING
A RADIUS OF 2,500.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT
BEARS NORTH 27047'20" EAST;
(3) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 09043' 18", AN ARC DISTANCE OF 424.19 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING
A P. ADIUS OF 2,095.00 FEET, A RADIAL LINE PASSING THROUGH S.4ID POINT
BEARS NORTH 75025'34" EAST;
(4) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 02°56154", AN ARC DISTANCE OF 107.80 FEET TO THE
BEGINNING OF A REVERSE CURVE CONCAVE EASTERLY, HAVING A RADIUS OF
18.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH
72°28'40" WEST;
(5) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 2r42125", AN ARC DISTANCE OF 8.70 FEET TO THE
BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY, HAVING A RADIUS OF
82.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH
79°48'55" EAST;
(6) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 29001'21", AN ARC DISTANCE OF 41.54 FEET TO THE
BEGINNING OF A COMPOUND CURVE, CONCAVE WESTERLY, HAVING A RADIUS
OF 2,107.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH
71"09'44" EAST;
(7) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 03016'31", AN ARC DISTANCE OF 120.45 FEET;
(8) THENCE NON -TANGENT TO LAST SAID CURVE NORTH 22°46'41" EAST,
A DISTANCE OF 5.77 FEET;
(9) THENCE NORTH 67"06'56" EAST, A DISTANCE OF 52.05 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING
A RADIUS OF 540.00 FEET;
(10) THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 15052'03", AN ARC DISTANCE OF 149.55 FEET TO THE
BEGINNING OF A REVERSE CURVE CONCAVE SOUTHEASTERLY, HAVING
A RADIUS OF 810.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS
NORTH 38°45'OT' WEST;
(11) THENCE NORTHEASTERLY ALONG THE ARC OF LAST SAID CURVE,
THROUGH A CENTRAL ANGLE OF 31010'05", AN ARC DISTANCE OF 440.63 FEET
TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTIERLY, HAVING
EXHIBIT "B"
2"13610. 085 Page 2 of 3
745276.03 49Qi N6 8
A RADIUS OF 840.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS
SOUTH 07135'02" EAST;
(12) THENCE EASTERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 13034'42", AN ARC DISTANCE OF 199.07 FEET;
(13) THENCE NON -TANGENT TO LAST SAID CURVE SOUTH 16-39.14" EAST,
A DISTANCE OF 55.87 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE
WESTERLY, HAVING A RAT7IU9 OF 250.M FEET;
(14) THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 20°41'22", AN ARC DISTANCE OF 90.27 FEET;
(15) THENCE TANGENT TO SAID CURVE SOUTH 04-02'08" WEST A DISTANCE OF
333.46 FEET TO THE NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY
LINE OF SAID PARCEL 7;
THENCE LEAVING SAID BOUNDARY LINES OF PARCEL 6 AND ALONG SAID
PROLONGATION AND SAID NORTHEASTERLY LINE OF PARCEL 7 SOUTH 50010' 13"
EAST, A DISTANCE OF 592.88 FEET TO THE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY
OF RECORD.
CONTAINING 588,702 SQUARE FEET OR I3.515 ACRES, MORE OR LESS.
EXHIBIT "B"
'"1561040" Page 3 of 3
115976 03 a0 /21 N6
M
EISENHOWER MEDICAL CENTER
i i9 r
September 27, 2006
Mayor Don Adolph
City of La Quinta
P.O. Box 1504
La Quinta, CA 92247
t
.ke: Amendment No. 4 to Disposition and Development Agreement, between La
Quinta Redevelopment Agency and CP Development La Quinta, LLC
("Amendment No. 4")
Dear Mayor Adolph:
'This is to confirm that the undersigned, Eisenhower Medical Center, a California
Non-profit public benefit corporation ("Eisenhower") is aware of the following provision in
Amendment No. 4, which is binding on CP Development La Quinta, LLC:
"Developer represents and warrants that Developer will not seek any further
modifications or agreements from the Agency or from the City of La Quinta that
involve Agency or City financial assistance and/or incentives to complete and operate
the Project pursuant to the terms of the DDA."
Eisenhower further confirms that when it acquires the MOB Parcel, Eisenhower will
not seek further modifications or agreements from the Agency or from the City of La Quinta
that involve Agency or City Financial assistance and/or incentives to complete and operate
the MOB Parcel pursuant to the terms of the DDA. Capitalized terms used in this letter not
otherwise defined in this letter shall have the meanings given those terms in Amendment
No. 4.
Sincerely,
cc: T. Genovese
K.Jenson
Eisenhower Medical Center, a California
Non-p public be rpora
G. Aubrey er, q g
Its: President/CRY
39000 Bob Hope Drive / Rancho Mirage, California 92270 / 760 340-3911