13 Addendum to TOT Revenue Sharing AgrADDENDUM TO
TRANSIENT OCCUPANCY TAX (TOT) REVENUE SHARING AGREEMENT
DO NOT RECORD THIS ADDENDUM
Agreement re: Cooperation in the Event of Legal Challenge; Validation Action.
In the event any third party files an action seeking to invalidate this Covenant
Agreement or seeking any equitable remedy that would prevent the full performance
hereof or thereof, City and Developer agree to cooperate in the defense of such action.
Such cooperation shall include, without limitation: (i) an agreement by each Party to
not default or allow a compromise of said action without the prior written consent of
the other Party; (ii) an agreement by each Party to make available to the other Party
all non -privileged information necessary or appropriate to conduct the defense of the
action; and (iii) an agreement by each Party to make available to the other Party,
without charge, any witnesses within the control of the first Party upon reasonable
notice who may be called upon to execute declarations or testify in said action.
Developer shall pay all of City's costs and expenses (including reasonable attorneys'
fees) and City shall have the sole right to select its legal counsel; provided, however,
Developer shall have the right, exercisable upon written notice to City, to retain
counsel of Developer's choice, but subject to City's reasonable approval, to defend
City against any such third party action, in which event Developer shall not be
responsible for any costs incurred by City in connection with the defense of such third
party action.
2. In addition to the foregoing, if Developer delivers a written request for such action to
City (c/o the City Manager) not later than thirty (30) days after the date the City Council
of City approves this Agreement at a public meeting, City shall file an action in
Riverside County Superior Court pursuant to California Code of Civil Procedure
Section 860 et seq. to validate this Agreement and the Covenant Agreement and each
and every one of its and their provisions. In such event, City and Developer shall
reasonably cooperate in drafting the complaint, briefs, the proposed judgment of
validation, and such other pleadings, documents, and filings as may be required or
desirable in connection with the validation action. City and its legal counsel shall file
and prosecute the validation action, but shall reasonably coordinate and cooperate
with Developer concerning the drafting of pleadings and other documents and with
regard to the litigation strategy to be employed. Developer shall reimburse City within
fifteen (15) days after written demand therefor for all costs ("Costs") of the validation
action incurred by City. Costs include without limitation, reasonable attorney's fees,
filing fees and court reporter fees (if any), costs of publication and to effectuate service
of process, reasonable photocopying and other reproduction charges, travel time and
mileage expenses, and other costs and expenses reasonably incurred by City. In the
event of an appeal of such action, the Parties shall cooperate with respect to the
appeal to the same extent as at the Superior Court level of the proceedings.
ADDENDUM
0698/015610-0207
22798270.2 a11/22/25 DO NOT RECORD
3. Upon the entry of a final non -appealable judgment of any court with jurisdiction
invalidating or enjoining the performance of any material covenant set forth in this
Covenant Agreement, this Covenant Agreement shall automatically terminate without
the need of further action by either Party, except that any reimbursement obligations
of Developer shall survive such termination.
IN WITNESS WHEREOF, the Parties have executed this ADDENDUM to be effective
as of the effective date of the Covenant Agreement Date.
Date: 1 Z t , 2025
.'City"
CITY OF LA QUINTA,
a California municipal corporation
aFr cMillen, City Manager
ATTEST -
By:
Monika Radev , City 6ferk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
[signatures continue on next page]
ADDENDUM
06981015610-0207
22798270.2 a11/22125 DO NOT RECORD
Date:_ ),2-) , 2025
Date: ) , 2025
Date: , 2025
"Developer"
SILVERROCK HOTEL OWNER LLC, a
Delaware limited liability company and
affiliate of TuM
ie Equities
By:
Name: AndrewJblon
Title: Authorized Signatory
SILVERROCK 1A CONDO OWNER
LLC, a Delaware limited liability
company, and affiliate of Turnbridge
Equities
By:�W_..
Name: Andre J�oblon
Title: Author ed Signatory
SILVERROCK 1A RESI OWNER LLC,
a Delaware limited liability company,
and affiliate of Turnbridge Equities
By: & -/
Name: Andrew o Ion
Title: Authorized Signatory
[end of signatures for ADDENDUM]
0698/015610-0207 ADDENDUM
22798270.2 a11/22/25 DO NOT RECORD