2008 CP Development, LLC - Assignment & Assumption Agmt to Huy Vu (SE corner of Miles & Washington) DOC #2008-047706760- b�
PLEASE COMPLETE THIS INFORMATION
RECORDING REQUESTED BY:
VERONICA J. MONTECINO
City Clerk / Agency Secretary
AND WHEN RECORDED MAIL TO:
Veronica J. Montecino, CMC, City Clerk
CITY OF LA QUINTA
P. 0. Box 1504
La Quinta, California 92247-1504
Doc 4 2008-0477067
08/28/2 A09e013:00RI of5Fee:NC
Recorded in Off ieiai Records
County of Riverside
Larry 14' Ward
R s s ellllll III IIIII IIIII IIII IIIIIIII III IIIII IIIIIIII
IIIIIIII
S R U I PAGE I SIZE I DA I MISC LONG RFD I COPY
15
M A L 1 465 1 426 1 PCOR NCOR SlyNCH /)EXAM
T: CTY UNI U3o
ASSIGNMENT AND ASSUMPTION AGREEMENT
CP Development La Quinta, LLC by and between Huy Vu my
(Southeast corner of Miles Avenue & Washington Street) 030
Title of Document
WIFmil ij� ii7ii iiii
f elm
G711. Mier C. n
USE ONLY
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
REQUESTED BY
AND WHEN RECORDED MAIL TO:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Citv Manager
From Recording Fee Pursuant to Government Code § 27383
ASSIGNMENT AND ASSUMPTION AGREEMENT
This�ssignment and Assumption Agreement ("Assignment") is entered into this
o'3_ day?sf ZOb'b�6y and between CP DEVELOPMENT LA QUINTA, LLC, a California
limited liability company ("Assignor") and Huy Vu, an individual (referred to hereinafter
as "Assignee") with reference to the following:
A. WHEREAS, Assignor is the owner in fee simple of certain property located at
the southeast corner 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 ("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, on or about October 20, 2006,
on or about August 23, 2007, and on or about March 19, 2008 (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
Agency 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 28, 2004
and recorded in the Official Records of the County Recorder for the County of Riverside
on November 8, 2004 as Instrument No. 2004-0885063, and by that certain Amendment
No. 2 to Development Agreement executed on or about November 17, 2005 and recorded
in the Official Records of the County Recorder for the County of Riverside on December
19, 2005 as Instrument No. 2005-1045418, and by that certain Amendment No. 3 to the
Development Agreement executed on or about May 6, 2008 and recorded in the Official
Records of the County Recorder for the County of Riverside prior to or concurrent
herewith (hereinafter collectively referred to as the "Development Agreement.")
D. WHEREAS, pursuant to the terms of the DDA and the Development
Agreement, the Property was to be used for a mixed use development project (the
"Project"), including a restaurant ("Restaurant") to be built on that portion of the Property
described on Exhibit "B" attached hereto and incorporated herein by this reference
("Restaurant Property").
E. WHEREAS, Assignor now desires to transfer the Restaurant Property to
Assignee, and concurrently therewith, to transfer to Assignee all of Assignor's rights and
responsibilities under the DDA and the Development Agreement to the extent that such
rights and responsibilities relate to the Restaurant and Restaurant Property.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. As of the "Effective Date" (as that term is defined in Section 4 below) of this
Assignment, Assignor hereby assigns to Assignee all of Assignor's rights and
responsibilities under the terms of the DDA and the Development Agreement, but
only to the extent that such rights and responsibilities relate to the Restaurant
and/or Restaurant Property (collectively, the "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 relate to the Restaurant
and/or the Restaurant Property.
3. The parties hereto acknowledge and agree that Assignee shall not be responsible
for any of the obligations of the DDA or the Development Agreement which arise
from ownership of any portion of the Property prior to the Effective Date hereof,
or which arise from any portion of the Property other than the Restaurant Property
after the Effective Date hereof As such, a default by Assignor under either the
DDA or the Development Agreement prior to the Effective Date hereof, or with
respect to any portion of the Property other than the Restaurant Property after the
Effective Date hereof ("Assignor's Defauh") shall not be deemed a default by
Assignee, and Assignor shall 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 or the Development Agreement with respect to
the Restaurant and/or Restaurant Property after the Effective Date hereof
("Assignee's Default") shall not be deemed a default by Assignor, 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. Nothing herein or in the DDA or DA constitutes a representation or warranty by
the Agency that the construction of the Restaurant on the Restaurant Property 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
Restaurant or the Restaurant Property. 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 Restaurant and/or the Restaurant Property.
5. The City and the Agency shall be deemed to be third party beneficiaries of the
waiver and indemnity set forth in Section 4 and the warranty and representation
set forth in Section 7.
6. This Assignment shall be deemed effective upon the last of the following events
to occur: (a) conveyance of the Restaurant Property to Assignee as evidenced by
the recording of the grant deed therefor in the Official Records of the County
Recorder for the County of Riverside, California, and (b) the written consent to
this Assignment by the City with respect to the Assigned Rights and Obligations
arising under the Development Agreement, and by the Agency with respect to the
Assigned Rights and Obligations arising under the DDA (herein referred to as the
"Effective Date").
7. 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.
8. 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.
9. This Assignment shall be governed by the internal laws of the State of California,
without regard to conflict of law principles.
[End — Signature page follows]
WHEREFOR, the parties hereto have executed this Assignment on the date first written
above.
ASSIGNOR:
CP Development La Quinta, LLC
A California limited liability company
By: Oliphant Family Trust
Its: Member
By:
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
By: 0'.. Q , (
Richard R. Oliphant
Its: President
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of ,7 If lr(l Y DA (A Y ) �
On Jr_ �o( -LSP� before me, MR / ( fi e �U
Date r a Here Insert N e and Tine of the OHi
personally appeared
who proved to me on the basis of satisfactory evidence to
be the person(Awhose nameK is/ah subscribed to the
within instrument and acknowledged to me that
he/b&* executed the same in hisi`1*0ftk authorized
capacity(iiX, and that by hisA*rtt* signatureXon the
instrument the personal, or the entity upon behalf of
which the personb4acted, 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
Place Notary Seal Above
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer—Title(s): —
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
RIGHTTHUMBPRINT
OF SIGNER
Number of Pages:
Signer's Net
❑ Individual
❑ Corporate Officer—Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
02007Nabonal Notary Assocebm- 9350 De Soto Ave, P.O.B 2402•Chatsworth,CA 91313-2402-w NawnalNotaryorg Item 45907 Reorder Call Toll -Free 1-800-876-6627
Name of Notary:
Commission #:
Place of Execution:
1 i 0. 4 �e- PGC�
I (.D-ltsq-8
Date Commission Expires: M 0-W eA 7, �9-D / Q
Date: %/,9—? / O 9
Signature:
Print Name:
ACR 186P-AS4RE0 (Rev. 07/2005)
ACKNOWLEDGMENT
State of California
County of Riverside )
On May 21, 2008 before me, Julie L. Cox, Notary Public
(insert name and title of the officer)
personally appeared Richard R. Oliphant
who proved to me on the basis of satisfactory evidence to be the person(orwhose nameW is/afe—
subscribed to the within instrument and acknowledged to me that he/sheAhay executed the same in
his/hea4heir authorized capacity(iss); and that by his/her/their signature(s�,on the instrument the
person(<or the entity upon behalf of which the person(p'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. �+-+++e++�
JULIE L. COX
Commlealon ♦ 1730893
WITNESS my hand and official seal. Nw Riverside Couuntyr
nia
] DivivConmeclesMarI2.20111 L
Signature '4— 6�t (Seal)
LARRY W. WARD
COUNTY OF RIVERSIDE
ASSESSOR -COUNTY CLERK -RECORDER
NOTARY CLARITY
rteoorda
P.O. Bm 751
Riverside, CA 92502-0751
(951) 486-7000
v Avmdc wm
Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury
that the notary seal on the document to which this statement is attached reads as
follows:
Name of Notary: ((< CO X
Commission M N13 U k % 3
Place of Execution:
Date Commission Expires:
Date:
Signature:
Print Name:
a6-),or
M,10(h ia, 20/1
ACR 186P-AS4RE0 (Rev. 072005)
ACKNOWLEDGMENT
State of California
County of Riverside
On May 21, 2008 before me,
Julie L. Cox, Notary Public v
(insert name and title of the officer)
personally appeared Richard R. Oliphant
who proved to me on the basis of satisfactory evidence to be the person(,s'rwhose namew isiare-
subscribed to the within instrument and acknowledged to me that he/she/M4ey executed the same in
his/he44k& authorized capacity(ies), and that by his/harAheir signature(.aj'on the instrument the
person(s�, or the entity upon behalf of which the person(p f 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.
JULIE L. COX
Commiulon N 17306"
WITNESS my hand and official seal. Notary Public • Colitomla
Rlvergde County _
Signature 0-� 6/` (Seal)
p
Rft
rder
LARRY W. WARD P.O. Box
P.O. oz 751
COUNTY OF RIVERSIDE Riverside. CA 92502-0751
ASSESSOR -COUNTY CLERK -RECORDER (951)486-7000
w .nver idea aon
NOTARY CLARITY
Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury
that the notary seal on the document to which this statement is attached reads as
follows:
Name of Notary:
Commission #:
173 o k -93
Place of Execution: 1)'74/OD CUIAUL Cjil aim 0f��o
Date Commission Expires: M" /- / 2 , a Oi l
Date:
Signature:
7,)
Print Name: � , C k • C Ox
ACR 186P.AS4RE0(Rev. 07/2005)
CONSENT
By execution below, the Agency and City hereby consent to the foregoing
assignment.
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
By: IZ
Its: Executive Director
APPROVED AS TO FORM:
RU AN & T�I?, LAPA �
� vy
gency tounsel
CITY OF LA QUINTA, a California
municipal corporation and charter city
organized and existing under the laws of
the to o Californiao
Its: City Manager
APPROVED AS TO FORM:
RU & T C R, LLP
66 Attorney
STATE OF CALIFORNIA 1
CITY OF LA QUINTA 1
COUNTY OF RIVERSIDE )
On June 2, 2008 , before me, Regenia Hensley, Notary Public, personally
appeared, THOMAS P. GENOVESE who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same in his authorized
capacities, and that by his signature on the instrument, the person, or the entity
upon behalf of which the person 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
REG A HENSLEY, Notary Publi
Commission # 1521423
Expiration: October 23, 2008
(Seal)
REGENIA HENSLEV
+:r Comn!Wo—n N 1621423
NQto(Y-PtGbhc - GoUtwilo ,
M�emlde Co(
_,.=AAj�omro.ExplresOct23.2005
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
PARCELS 1 AND 3 OF PARCEL MAP NO.31116 IN THE CITY OF LA QUINTA,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON
FILE IN BOOK 212 AT PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS,
RIVERSIDE COUNTY RECORDS AS INSTRUMENT NO.2005-0262238,
/:\0I7
PARCEL B OF LOT LINE ADJUSTMENT 2006-452 BEING PARCEL 8 AND A
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 IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS RECORDED ON APRIL 19, 2006 AS
INSTRUMENT NO.0280726.
EXHIBIT "B"
LEGAL DESCRIPTION OF RESTAURANT PROPERTY
PARCEL 1 OF PARCEL MAP NO.31116, FILED ON APRIL 4, 2005,
IN BOOK 212 OF PARCEL MAPS, AT PAGES 60-66, AS
INSTRUMENT NO.2005-0262238.