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2008 CP Development, LLC - Assignment & Assumption Agmt to Huy Vu (SE corner of Miles & Washington) DOC#2008-0303154Recorded at the request of LandAmedea Developer Services Subdivision Department REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manaeer 4W(,447-55 E bCojT Fr,74eu)YA� (� F-ef- Pu fsUu(If A D ASSIGNMENT G,lf (nrn(m 4- Cc1e §a73 B r- DOC # 2008-030�1154 1 06/04/2008 08:00R Fee:48.00 Page 1 of 11 Recorded in Official Records^r,� County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111III111111III11111111I1111III11111IF���� S R U PAGE SIZE DA I MISC LONG RFD COPY M A I L 1 466 1 426 1 PCORI NCORI SMF I NCHGFAXjN- UlhJf/_\/ F-7-77 UNI I AND ASSUMPTION AGREEMENT , /d This Assignment and Assumption Agreement ("Assignment") is entered into this ,'-), ?ray`of 2008 by 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 Default") 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 parry 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 parry 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: 1st t `C - L�fitf�� Richard R. Oliphant Its: Trustee By: Oliphant Enterprises, Inc. Its: Manager c By: _& 0 (1 Richard R. Oliphant Its: President State of Cali ornia . ) County of jaW4 On mf� a It aLlg before me, ._/ It �i � L �`� Notary Public, personally appeared who proved to me on the basis of satisfactory evi Were- subscribed to the within instrument, and executed the same in his/herAheir authorized insert name and title of the officer) dence to be the persoi Jks)-whose narnq(o - acknowledged to me that he"@AhW capacity f &i)i, and that by hisF wAkeir signature(W on the instrument the person(s'j, or the entity upon behalf of which the person(gTacted, 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. ARM L. cox CommWlon • 1760696 No" Pue• CONNnla Si ature 0e Rtieeta� Cou* gn �' i � *CM ► ISM 1 11 (seal) State of Califqrnia ) County of /n� OnL ( 2), .2 V before me, �Yu h 1 L ezy- Notary Public, //� ere in amg and title o the officer) personally anneared i U"I6t d (y [� bhA h4 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)- is/arc subscribed to the within instrument, and acknowledged to me that he/ske4hcy executed the same in his/her/their authorized capacity4es), and that by his/heri4heir- 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. XSignature 4G JUU6 L. Cox tem CommbW*n/1730693 1Wib 400 "O s a Countonra mm Ie�Mor1Z 2011 (seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Caa 1 County of CVO �cLl> Ji On 5-,:��2 — r,q before me, l� f Date H� e Insert Name nd Title of the Officer personally appeared�1� V ��— M1HWl►V ti0� can.narbn s 1s70649 caurair MM Camr. 6pYss Mlgr 27.201 who proved to me on the basis of satisfactory evidence to be the personj whose namg4 is/e4e subscribed to the within instrument and acknowledged to me that he/ * executed the same in hi her authorized capacity(A), ), and that by his it signature* on the instrument the person, or the entity upon behalf of which the personoacted, 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 Smmyyhhand and official seal. Signatufe Ag fJ Place Notary Seal Above Signature of Notary Pc 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(lies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer —Title(s): — 1-1 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: — RIGHT THUMBPRINT OF SIGNER 02007National NotaryAssoaahon•9350 De Soto Ave,PO.Boz2402•ChaoworN,CA 91313-2402•wilm NationalNotaryorg Item»5907 Reorder.Call Toll-Free1-804876-6827 CONSENT By execution below, the Agency and City hereby consent to the foregoing assignment. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Its: Executive Director La C��;n-l-a 2ed�eu� Ic�mer�-f� jul� 1g93 CITY OF LA QUINTA, a California municipal corporation and charter city organized and existing under the laws of the State of Californi�a//J By Its: City Manager Ck lc� �Ulriqc�' ggyY © F . STATE OF CALIFORNIA 1 CITY OF LA QUINTA ) 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. (Seal) RE IA HENSLEY, Notary Public Commission # 1521423 Expiration: October 23, 2008 Age,` T . - • 11: 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. WE 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. GOVERNMENT CODE 27U 1.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Blame of Notary Notary Identification Number Vender Identification Number County Where Bond Is Filed Date Commission Exp Place of Execution DATE:/ :,: SPt Inc. as agent /i---- Signature GOVtRNIIII N1f rain 2issa.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 Notary Identification Number Vender Identification Number County Where Bond Is Filed Date Commission Exp Place of Execution DATE: o1q, SPL, Inc. as agent Signature Revised 9/6/06 R I DR 002 2 r Notere Scil Dedmauon RI[I],doe