07 Reinstated & Amended Covenent - Ahmanson Ranch DOC # 2025-0382832Recording requested by
Stewart Tide of California, Inc.
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
Order No. 2664882
698/015610-0207
23079911.2 a11/22125
12/09/2025 03:47 PM Fee: $ 0.00
Page 1 of 38
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code §6103 and
§27383)
REINSTATED AND AMENDED
COVENANT AFFECTING REAL PROPERTY
(AHMANSON RANCH HOUSE)
BY AND BETWEEN
THE
CITY OF LA QUINTA
AND
SILVERROCK HOTEL OWNER LLC,
A "PERMITTED TRANSFEREE" OF
TBE RE ACQUISITION CO II LLC
AND AN AFFILIATE OF
TURNBRIDGE EQUITIES
Rtwordod concurrently and in connection
with a transfer Subject to the imposition of
Documentary Transfer Tax -. GC 27388.1(a)(2)
'032
1. GENERAL PROVISIONS.........................................................................................................6
1.1
Definitions............................................................................................................6
1.1.1 "Ahmanson Ranch Covenant"..............................................................6
1.1.2 ""Ahmanson Ranch Covenant Properties".........................................6
1.1.3 "Ahmanson Ranch House"...................................................................6
1.1.4 "Ahmanson Ranch House Access/Operations Property" ................6
1.1.5 "City...........................................................................................................6
1.1.6 "City-Benefitted Property.......................................................................6
1.1.7 "City Council"...........................................................................................6
1.1.8 "City Manager"........................................................................................6
1.1.9 "City -Owned Ahmanson Ranch House Property.. .............................6
1.1.10 "Covenant"...............................................................................................6
1.1.11 "Developer"..............................................................................................6
1.1.12 "Effective Date".......................................................................................6
1.1.13 "Golf Course"...........................................................................................6
1.1.14"Luxury Hotel Property .. .........................................................................
7
1.1.15 "Parties"...................................................................................................7
1.1.16 "Recorder's Office".................................................................................7
1.1.17 "SilverRock Resort Area"......................................................................7
1.1.18 "Site Map(s)"...........................................................................................7
1.1.19 "Specific Plan".........................................................................................7
1.2
Effective Date......................................................................................................7
1.3
Amendment or Cancellation by Mutual Consent...........................................7
1.4
Covenants Run With the Land; Expressed Condition of Ahmanson
Ranch House Use in Grant Deeds and Other Similar Instruments;
Rights of Reverter or Re -Entry .........................................................................8
1.5
Recording and Priority of Covenant................................................................9
1.6
Covenant Parcels Free of Mechanic's Liens.................................................9
2. AUTHORIZED USES OF AHMANSON RANCH HOUSE.................................................10
2.1 Ahmanson Ranch Property.............................................................................10
2.2 Ahmanson Ranch House Access/Operations Parcels...............................10
2.3 Dedications and Improvements.....................................................................11
3. PRESERVATION OF HISTORICAL RESOURCE.............................................................. 11
3.1 Conveyance of Ahmanson Ranch House and Improvements ..................11
3.2 Collection and Receipt of Charges; Allowance for Third -Party
Operator.............................................................................................................11
3.3 City Council Approvals to Preserve Historic Resource and
Aesthetics..........................................................................................................11
4. DEFAULT AND REMEDIES...................................................................................................11
4.1 City Rights.........................................................................................................11
4.2 Notice and Cure of Default.............................................................................12
5. MISCELLANEOUS...................................................................................................................12
5.1 Notices, Demands and Communications Between the Parties................12
6981016610-0207
23079911.2 a11/22125 -t-
5.2 Force Majeure.
5.3 Binding Effect.......................................................................................
5.4 Non -liability of City Officers and Employees ...................................
5.5 Covenant Against Discrimination......................................................
5.6 Attorney's Fees and Costs for Prevailing Party ..............................
5.7 Severability...........................................................................................
5.8 Time.......................................................................................................
5.9 Recitals & Exhibits Incorporated.......................................................
5.10 Authority to Execute; Representations and Warranties ................
5.11 City Approvals and Actions................................................................
5.12 Governing Law.....................................................................................
5.13 Termination of Original Covenant .....................................................
5.14 Counterpart Signature Pages............................................................
6981015610-0207
23079911.2 a11/22/25 -11-
..........13
..........14
..........14
..........14
..........14
..........14
..........15
..........15
..........15
..........15
..........15
..........16
..........16
REINSTATED AND AMENDED
COVENANT AFFECTING REAL PROPERTY
(AHMANSON RANCH HOUSE)
This REINSTATED AND AMENDED COVENANT AFFECTING REAL
PROPERTY (AHMANSON RANCH HOUSE) (the "Ahmanson Ranch Covenant') is
entered into as of this 0+'�L day of ]>eCeM ir� , 2025 (the "Ahmanson Ranch
Covenant Effective Date"), by and between the CITY OF LA QUINTA, a California
municipal corporation and charter city ("City"), and SilverRock Hotel Owner LLC, a
Delaware limited liability company, a "Permitted Transferee" (pursuant to the
`Reinstated Development Agreement" defined below) of TBE RE Acquisition Co II LLC,
a Delaware limited liability company, and affiliate of Turnbridge Equities (`Developer"),
with reference to the following:
RECITALS:
A. As of the Ahmanson Ranch Covenant Effective Date, Developer has a
legal or equitable interest in fee title to that certain real property and improvements
thereon comprised of a flagship luxury hotel and related ancillary uses that include (but
are not limited to) a spa and fitness area, restaurants, conference and banquet facilities,
pool and recreational facilities, and "back -of -house" facility area that are part of the
"Luxury Hotel Project Component" as defined in the Reinstated Development
Agreement (defined below), and more particularly described in the legal description
attached hereto as Exhibit A and incorporated herein by this reference (the "Luxury
Hotel Property"). The Luxury Hotel Property is a portion of real property and
improvements thereon referred to as the "Phase 1A Property" as defined in the
Reinstated Development Agreement (defined below) to which Developer also has a
legal or equitable interest in fee title as of the Ahmanson Ranch Covenant Effective
Date. [NOTE: THE PARCELS WITH THE LUXURY HOTEL ARE THE LEGAL
DESCRIPTIONS ATTACHED AS EXHIBIT A; NOT THE ENTIRETY OF THE PHASE
1A PROPERTY (DEFINED IN THE "REINSTATED DEVELOPMENT AGREEMENT)]
B. As of the Ahmanson Ranch Covenant Effective Date, City owns all of the
fee title to that certain real property and improvements thereon comprised of: (i) the
Arnold Palmer Classic Golf Course, commonly known as the SilverRock Golf Course,
more particularly described in Exhibit B-1 attached hereto and incorporated herein by
this reference (the "Golf Course"), and (ii) the Ahmanson Ranch House that used as an
events building and ancillary facility for the Golf Course, consisting of approximately
0.6+/- acres and more particularly described in Exhibit B-2 attached hereto and
incorporated herein by this reference (the "City -Owned Ahmanson Ranch Property").
The City -Owned Ahmanson Ranch Property includes easement rights over parcels for
access to the Ahmanson Ranch House (the "Ahmanson Ranch House
Access/Operations Property.") The Luxury Hotel Property, Golf Course and City -
Owned Ahmanson Ranch Property are referred to herein as the "Ahmanson Ranch
Covenant Properties." [NOTE: THE GOLF COURSE IS NOT ALL OF THE "CITY -
OWNED GOLF COURSE PROPERTY" (DEFINED IN THE "REINSTATED
6981015610-0207
23079911.2 a11/22/25 -� -
DEVELOPMENT AGREEMENT") AS THE AHMANSON RANCH DOES NOT SERVE
COURSE MAINTENANCE PARCEL]
C. On October 7, 2025, the La Quinta City Council adopted Ordinance
No. 626, approving pursuant to applicable State and City laws that certain Reinstated
and Amended Development Agreement, with reference date November 7, 2025,
between City and Developer (the "Reinstated Development Agreement"). Among
other terms and conditions, the Reinstated Development Agreement vests development
and use rights to Developer, prescribes rights and obligations of Developer for the
resumption and completion of construction, and the continuous operation and use, of
specified "Project Components" that include, among others, a luxury hotel with related
ancillary amenities and luxury single-family detached and condominium residential
dwellings available for use as short-term vacation rentals, as more particularly set forth
therein. The Reinstated Development Agreement governs Developer's development
and use rights and obligations for the Phase 1 Property. The Reinstated Development
Agreement was recorded in the Recorder's Office of or about even date as this
Ahmanson Ranch Covenant, with said Reinstated Development Agreement to remain
with priority over this Ahmanson Ranch Covenant.
D. Prior to City and Developer entering into this Ahmanson Ranch Houses
Covenant (among other agreements and instruments), the following relevant history is
hereby recited:
1. Except for portions of land previously transferred to SilverRock
Development Company, LLC, a Delaware limited liability company (or one of its
affiliated companies, which are referred to herein collectively as "SDC" or "Debtor(s)")1
as explained below in the next Recital Subparagraph, City owns fee title to that certain
real property of approximately 525 acres located at the southwest intersection of
Jefferson Street and Avenue 52, in the City of La Quinta, California, generally referred
to as the "SilverRock Resort Area", which is depicted in the Site Maps (defined below)
and subject to a Specific Plan adopted by the La Quinta City Council and enforceable
as a land use governing document pursuant to the Planning and Zoning Law, California
Government Code section 65000 et seq. (the "SilverRock Specific Plan");
2. On or about November 19, 2014, City and SDC entered into that
certain Purchase, Sale, and Development Agreement (the "Original SDC PSDA"),
Debtors were SilverRock Development Company, LLC and affiliated entities that, on
August 5, 2024, filed for voluntary bankruptcy protection under chapter 11 of the U.S.
Bankruptcy Code, with case number(s) identified in the Title of this Agreement along
with the last four digits of each Debtor's federal tax identification number, as applicable,
are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996),
SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493),
SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247)
(collectively, referred to herein as the "Bankruptcy Lawsuit" in the "Bankruptcy
Court").
698/015510-0207
23079911.2 a11/22125 -2-
pursuant to which, among other terms and conditions, City agreed to sell to SDC and
SDC agreed to purchase from City specified parcels and planning areas (PAs) to
thereafter construct, complete, and operate thereon a commercial project containing a
luxury resort hotel and spa and associated branded luxury residential units, a lifestyle
hotel and associated lifestyle branded residential units, a conference and shared
service facility, a temporary and permanent clubhouse for the SilverRock Resort's
Arnold Palmer Classic Golf Course, a mixed use village, a resort residential village, and
associated amenities, all as further described in the Original SDC PSDA and referred to
as various project components, as more particularly described therein. Concurrent with
the Original SDC PSDA, on or about November 19, 2014, City and SDC entered into
Development Agreement 2014-1001 (the "Original SDC Development Agreement")
pursuant to the Development Agreement Law, which agreement, among other terms
and conditions, required SDC to develop the planning areas and project components in
accordance with the SDC PSDA, vested with SDC specified development obligations,
memorialized the potential for the future acquisition of additional City -owned property in
the SilverRock Resort Area as incorporated vis-a-vis the SDC PSDA, and subjected
SDC to City's rights and oversight for those portions of the SilverRock Resort Area to be
conveyed to SDC. After entering into the Original SDC PSDA and Original SDC
Development Agreement, the following relevant events, very briefly summarized,
occurred:
i. Pursuant to the Original SDC PSDA, City and SDC had the
authority to amend by mutual agreement of the parties. Between October 29, 2015, and
November 16, 2023, City and SDC entered into five amendments thereto, dated
October 29, 2015 ("First Amendment"), April 18, 2017 ("Second Amendment"),
November 28, 2018 ("Third Amendment'), October 12, 2021 ("Fourth Amendment"),
and November 16, 2023 ("Fifth Amendment," and the Original SDC PSDA as
amended by all five amendments is referred to herein as the "SDC PSDA");
ii. Pursuant to the SDC PSDA and consistent with boundaries
established by applicable subdivision maps and lot line adjustments, City conveyed to
SDC the Property for the pre -development, development, operation, and use of a
project that was eventually re -named "Talus" and consisted of the following project
components (all as defined in the SDC PSDA): Luxury Hotel, Luxury Branded
Residential Development, Lifestyle Hotel, Lifestyle Branded Residential Development,
Conference and Shared Services Facility (including spa and other amenities),
Permanent Golf Clubhouse, Promenade Mixed -Use Village/Resort Residential Village
(on Planning Areas 7,8,9), as well as a specified Golf Course Realignment and
corresponding Master Site Infrastructure Improvements (MSII). These project
components on the Property, pursuant to the SDC PSDA, were divided into Phase 1A
project components on the Phase 1A Property and the Phase 1B project components
on the Phase 1 B Property respectively, as described in the SDC PSDA;
iii. Pursuant to the Third and Fourth Amendments to the SDC
PSDA, SDC commenced pre -development and development on the Property for the
Phase 1A project components, which as of the Reference Date of this Agreement, in
various degrees, were partially constructed after SDC failed to continue to make
6981015610-0207
23079911.2 al 1122125 -3-
payments to various contractors, subcontractors, and other interested parties in the
development of the Talus project. Multiple lawsuits, including lawsuits seeking
payments pursuant to mechanic's lien or various loan or investment agreements, and a
City lawsuit against SDC for unlawful and unapproved conveyances in secured interests
or mechanic's liens, were filed against SDC;
iv. Pursuant to the requirements of the SDC PSDA, the City and
SDC entered into a "Covenant Affecting Real Property (Ahmanson Ranch House) By
And Between The City Of La Quinta and SilverRock Development Company, LLC"
(Riverside County Recorder No. 2017-0189769), which was recorded on May 11, 2017
(the "Original Covenant");
v. On August 5, 2024, SDC (Debtors) filed the Bankruptcy
Lawsuit, and, pursuant to Bankruptcy Court -approved Bid Procedures, Debtors retained
a Chief Restructuring Officer (Douglas Wilson Companies) and marketing professional
(JLL) for the purposes of, among other items, marketing the sale of the Debtors estate
(which and is primarily comprised of the Property) and soliciting proposals for the: (a)
acquisition of the Debtors estate, (b) use, re -use, and/or substitution of the partially
constructed improvements on the Property, (c) potential replacement project for a world -
class hotel and residential destination resort with related amenities on the Property that
complement the existing Arnold Palmer Classic Golf Course surrounding the Property
and real property owned by the City (defined below as the City -Owned Option Property),
and (d) possible acquisition in the future of the City -Owned Option Property (defined
below) in the SilverRock Resort Area (previously referred to as the Future Option
Property in the SDC PSDA and generally referred to in the Bankruptcy Lawsuit and
marketing materials as the "Phase 2 Property") for possible future development that
would also complement a world -class hotel and residential destination resort;
3. Pursuant to Bankruptcy Court order [Bankruptcy Lawsuit Docket
No. 759], among other provisions: (i) Developer was authorized to purchase the
Property, (ii) the Original SDC Development Agreement was required to be reinstated
and amended and memorialized by the Reinstated Development Agreement, and
(iii) An escrow to facilitated the purchase and sale of the Debtors' estate (which includes
the Property) was authorized, which, among other terms and conditions, included the
transfer of funds and recording of documents (such as the Reinstated Development
Agreement).
E. Developer submitted a proposal in response to the marketing materials,
and, pursuant to the Bankruptcy Court -approved Bid Procedures, Debtors and City
approved Developer's proposal, which, among other terms and conditions, included a
modified "Project' (as more particularly defined and memorialized in the Reinstated
Development Agreement) on the Phase 1 Property as well as possible acquisition in the
future of the City -Owned Option Property (also referred to therein as the Phase 2
Property) for possible future development that would also complement a world -class
hotel and residential destination resort, all as more particularly set forth in the
Reinstated Development Agreement.
698/015610-0207
23079911.2 al 1122125 -4-
F. The Reinstated Development Agreement and Specific Plan, among other
land use governing documents, permits, and entitlements, are centered around the
existing use and enjoyment, by residents, guests of the City, and members of the public,
of the Golf Course in the SilverRock Resort Area.
G. This Ahmanson Ranch Covenant is intended to and does bind City and
any and all successors in interest to the City -Owned Ahmanson Ranch Property (or any
portion thereof), as more particularly set forth herein. Likewise, this Ahmanson Ranch
Covenant is intended to and does bind Developer and any and all successors in interest
to the Luxury Hotel Property (or portion thereof), as more particularly set forth herein.
H. Pursuant to and as more particularly set forth the Reinstated Development
Agreement, upon conveyance of the City -Owned Ahmanson Ranch Property from City
to Developer if Developer satisfies specified conditions in the Reinstated Development
Agreement, Developer is required, among other provisions relating to land use
covenants, to continuously operate and maintain, and have open and available for use
and enjoyment, the Golf Course and ancillary improvements and amenities, as more
particularly set forth in this Ahmanson Ranch Covenant.
I. This Covenant is being recorded to ensure that the Ahmanson Ranch
House facilities and amenities are available for use by guests of the Luxury Hotel
Property and incorporate certain complementary improvements and uses as agreed
upon by City and Developer, and to further ensure that if such improvements and uses
are not completed, that the Ahmanson Ranch House facilities and amenities are
available for La Quinta residents and members of the public visiting the Golf Course.
J. City is the owner by dedication of those certain public streets located in
the City and known as Avenue 52 and Jefferson Street. The portions of said public
streets that are adjacent to the SilverRock Resort Area, as depicted on the Parcel Map,
in addition to any and all other real property owned by the City for public use
(collectively, the "City-Benefitted Property"), is benefited by this Covenant, and serves
as the "benefited estate" for purposes of this Covenant, and the terms and conditions,
as more particularly set forth herein. Furthermore, the Ahmanson Ranch Covenant
Properties are burdened by this Ahmanson Ranch Covenant, serve as the "burdened
estate" for purposes of this Ahmanson Ranch Covenant, and are subject to its terms
and conditions, as more particularly set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, the Parties do hereby agree as follows:
698/015610-0207
23079911.2 a11/22/25 -5-
1. GENERAL PROVISIONS
1.1 Definitions. In addition to the terms that may be defined elsewhere in this
Covenant, the following terms when used in this Ahmanson Ranch Covenant shall be
defined as follows:
1.1.1 "Ahmanson Ranch Covenant" means this Reinstated and
Amended Golf Course Covenant Affecting Real Property (Ahmanson Ranch House).
1.1.2 ""Ahmanson Ranch Covenant Properties" shall have the
meaning in Recital B of this Ahmanson Ranch Covenant.
1.1.3 "Ahmanson Ranch House" means the SilverRock Resort's
Ahmanson Ranch House and uses and all operations related thereto, in its current
location, as of the Ahmanson Ranch Covenant Effective Date, subject to the
improvements under the Project and any other reconfiguring, modification, repair,
replacement and/or uses approved by the City from time to time.
1.1.4 "Ahmanson Ranch House Access/Operations Property" shall
have the meaning in Recital B of this Ahmanson Ranch Covenant.
1.1.5 "City" means the City of La Quinta, a charter city and municipal
corporation, including each and every agency, department, board, commission,
authority, employee, and/or official acting under the authority of the City, including
without limitation the City Council and the Planning Commission.
1.1.6 "City-Benefitted Property" shall have the meaning in Recital J of
this Ahmanson Ranch Covenant.
1.1.7 "City Council" means the City Council of the City and the
legislative body of the City pursuant to California Government Code Section 65867.
1.1.8 "City Manager" means the individual duly appointed to the
position of City Manager of City, or his or her authorized designee.
1.1.9 "City -Owned Ahmanson Ranch House Property" shall have the
meaning in Recital B of this Ahmanson Ranch Covenant.
1.1.10 "Covenant" means this Ahmanson Ranch Covenant.
1.1.11 "Developer" means the Developer identified in the Preamble of
this Ahmanson Ranch Covenant.
1.1.12 "Effective Date" shall the "Ahmanson Ranch Covenant Effective
Date."
1.1.13 "Golf Course" means the SilverRock Resort's Arnold Palmer
Classic Course and all operations related thereto, in its current location, as of the Golf
698/015610-0207
23079911.2 a11/22125 -6-
Course Effective Date of this Covenant, subject to reconfiguring and realignment
pursuant to any reconfiguring approved by the City from time to time, and the real
property improved with the Golf Course as described in Recital B of this Ahmanson
Ranch Covenant.
1.1.14 "Luxury Hotel Property" shall have the meaning in Recital A of
this Ahmanson Ranch Covenant.
1.1.15 "Parties" means collectively Developer and City, and their
respective successors and assigns. Each may be referred to in the singular as a
"Party"
1.1.16 "Recorder's Office" means the Riverside County, California,
Office of Official Records.
1.1.17 "SilverRock Resort Area" has the same meaning in the
Reinstated Development Agreement and Recital C(1), which refers to the approximately
525 acres of real property located at the southwest intersection of Jefferson Street and
Avenue 52 in the City of La Quinta, California 92253, depicted in the Site Maps.
1.1.18 "Site Map(s)" means the maps of the SilverRock Resort Area,
which is attached hereto as Exhibit C and incorporated herein by this reference.]
1.1.19 "Specific Plan" means the SilverRock Resort Specific Plan,
approved by the City Council of City on July 18, 2006, as may be amended from time to
time.
1.2 Effective Date.
This Ahmanson Ranch Covenant shall be effective and of full force and effect
upon complete execution by the Parties, which shall be inserted in the preamble, and
shall be perfected as binding against any and all owners of the Ahmanson Ranch
Covenant Properties upon recording in the Recorder's Office.
1.3 Amendment or Cancellation by Mutual Consent
Except as expressly allowed herein, this Ahmanson Ranch Covenant shall not be
amended or canceled in whole or in part without the prior written consent of the City,
and, except when the City Manager may amend this Ahmanson Ranch Covenant as
expressly allowed herein, any cancellation or amendment of this Ahmanson Ranch
Covenant shall require the approval of the City Council by not less than a majority vote
of the total membership.
6981015610-0207
23079911.2 al 1/22125 -7-
1.4 Covenants Run With the Land; Expressed Condition of Ahmanson Ranch
House Use in Grant Deeds and Other Similar Instruments; Rights of Reverter or Re -
Entry.
In any grant deed or other instrument conveying any right, title, or interest in any
or all of the Ahmanson Ranch Covenant Properties (or portion thereof) from the grantor
(including the City) to the grantee (including Developer), words shall be included in such
grant deed or other instrument signifying that such right, title, or interest, and any such
estate created by such conveyance, shall be subject to the terms and conditions of this
Ahmanson Ranch Covenant. Furthermore, such grant deed or other instrument shall
expressly condition that the City, and its heirs and assigns, shall have a right of reverter
and/or right to re-enter any or all City -Owned Ahmanson Ranch House Property upon
an uncured Developer default under this Ahmanson Ranch Covenant.
This Ahmanson Ranch Covenant is intended to be and shall be construed as a
restrictive covenant that limits, restricts, and burdens the use of the City -Owned
Ahmanson Ranch House Property. The City, as owner in fee of the Ahmanson Ranch
House Property, hereby declares that this Ahmanson Ranch Covenant, and the
covenants, conditions, and restrictions of use on the City -Owned Ahmanson Ranch
House Property as set forth herein, is intended to and shall run with the land in
perpetuity, and each and every successor of the City that has any ownership interest or
right of ownership interest in the City -Owned Ahmanson Ranch House Property (or
portions thereof), including Developer, shall be subject to this Ahmanson Ranch
Covenant, which is intended to be and shall be construed as placing a reasonable
burden on the use of the City -Owned Ahmanson Ranch House Property, which, among
other provisions, were developed for use and enjoyment as the Ahmanson Ranch
House as more particularly described in this Ahmanson Ranch Covenant. To the
maximum extent permitted by law, this Ahmanson Ranch Covenant shall be construed
as an expressed, valid, and enforceable deed restriction, restrictive covenant, or other
similarly described encumbrance that runs with the Ahmanson Ranch Covenant
Properties. This Covenant shall be binding upon any person or entity that acquires any
right, title, or interest in or to any portion or all of the Ahmanson Ranch Covenant
Properties.
Furthermore, this Ahmanson Ranch Covenant is designed to create equitable
servitudes and covenants running with the land, in accordance with the provisions of
Civil Code Section 1468. The covenants, conditions, restrictions, reservations,
equitable servitudes, liens, and charges set forth herein shall run with the Ahmanson
Ranch Covenant Properties, as the "burdened property," and shall be binding upon all
persons or entities having any right, title or interest in the Ahmanson Ranch Covenant
Properties (or portion thereof) and their heirs, successive owners and assigns, and shall
be binding upon the Developer, and its successors and assigns. Furthermore, the
covenants, conditions, restrictions, reservations, equitable servitudes, liens, and
charges set forth herein shall run with the City-Benefitted Property, as the "benefitted
property," and shall inure to the benefit of the City and its successors and assigns, and
may be enforced by the City and its successors and assigns. The Developer hereby
declares its understanding and intent that the burden of the covenants set forth herein
6981015610-0207
23079911.2 a11/22/25 -8-
touch and concern the land and that the Developer's interest in the Ahmanson Ranch
Covenant Properties is rendered less valuable thereby. The Developer hereby further
declares its understanding and intent that the benefit of such covenants touch and
concern the land by enhancing and increasing the enjoyment and use of the Ahmanson
Ranch Covenant Properties and by furthering public purposes for the City.
In amplification and not in restriction of the provisions hereinabove, it is intended
and agreed that the City is deemed a beneficiary of the covenants provided herein both
for and in its own right and also for the purposes of protecting the interests of the
community. All covenants without regard to technical classification or designation shall
be binding for the benefit of the City and such covenants shall run in favor of the City,
without regard to whether the City is or remains the owner of the City-Benefitted
Property or of any land or interest therein to which such covenants relate. However, all
such covenants and restrictions shall be deemed to run in favor of all real property
owned by the City, which real property shall be deemed the benefited property of such
covenants. The City shall have the right, in the event of any breach of this Ahmanson
Ranch Covenant, to exercise all rights and remedies, and to maintain any action at law
or in equity or other proper proceeding to enforce the curing of such breach of this
Ahmanson Ranch Covenant.
1.5 Recording and Priority of Covenant
Upon complete execution and notarizing of this Ahmanson Ranch Covenant,
Developer shall record or cause to be recorded in the Recorder's Office this Ahmanson
Ranch Covenant. The Covenant shall be recorded against each and every one of the
Ahmanson Ranch Covenant Properties and the City-Benefitted Property. This
Ahmanson Ranch Covenant shall be recorded as provided for in the Reinstated
Development Agreement, and this Ahmanson Ranch Covenant shall have priority over
and shall not be made subordinate to any mortgage, deed of trust, or other
encumbrance recorded against the Ahmanson Ranch Covenant Properties.
1.6 Covenant Parcels Free of Mechanic's Liens.
The owner of the Ahmanson Ranch Covenant Properties (or any portion thereof)
shall pay when due all claims for labor performed and materials furnished in connection
with the Ahmanson Ranch Covenant Properties during such owner(s)'s period of
ownership. No mechanics', materialmen's or other professional services liens (as
contrasted with consensual monetary liens such as construction and/or permanent
financing approved by the City and subject to this Covenant) shall be permitted against
the Ahmanson Ranch Covenant Properties (or any portion thereof) for any work done or
materials furnished in connection with the performance of any contractor or construction
work to be completed on the Ahmanson Ranch Covenant Properties; provided,
however, that the owner of the Ahmanson Ranch Covenant Properties (or portion
thereof) may contest the validity of any such lien, but upon a final determination of the
validity thereof, the owner of the Ahmanson Ranch Covenant Properties (or portion
thereof) subject to such a lien shall cause the lien to be satisfied and released of record.
The owner of the Ahmanson Ranch Covenant Properties (or portion thereof) shall,
BMW 5610-0207
23079911.2 al 1122125 -9-
within thirty (30) days after receipt of written notice of any encumbrance by any such
lien or claim of lien arising during such owner's period of ownership, (i) cause any such
outstanding lien or claim of lien to be released of record or transferred to bond in
accordance with applicable law, or (ii) give such assurance as would enable a title
insurance company to insure over such lien or claim of lien.
2. AUTHORIZED USES OF AHMANSON RANCH HOUSE
2.1 Ahmanson Ranch Property.
Subject to the rehabilitation and related terms and conditions in the Reinstated
Development Agreement for the Ahmanson Ranch House, and any other rehabilitation,
repair, replacement, modifications, and/or uses upon which City and Developer mutually
agree, the City -Owned Ahmanson Ranch House Property and all improvements thereon
shall remain open and available as a public restaurant and banquet facility while owned
by the City, and upon ownership transferring to Developer, the Ahmanson Ranch House
Property shall be used as a restaurant or other hospitality -related uses that are
consistent with the SilverRock Resort Area, the Specific Plan, and other permits,
licenses, approvals and entitlements of the Ahmanson Ranch House and uses that are
beneficial to the Luxury Hotel Property.
2.2 Ahmanson Ranch House Access/Operations Parcels
Subject to temporary closures or restricted use of access for periodic special
events or permitted uses at the Ahmanson Ranch House, the Ahmanson Ranch House
Access/Operations Property shall be available for use by the general public, residents,
and guests of the Golf Course and Ahmanson Ranch House in the same manner as
they were used and available for use as of the Ahmanson Ranch Covenant Effective
Date, for so long as owned by the City, according to the following:
(A) The Ahmanson Ranch House shall have access
(vehicular and pedestrian ingress and egress) from the City-Benefitted Property at
all times on, over, and through some or all of Ahmanson Ranch House
Access/Operations Property; provided, however, such access may be modified
pursuant to a subdivision map or other City action, pursuant to any applicable law,
that maintains access to the Ahmanson Ranch House from the City-Benefitted
Property.
(B) The Ahmanson Ranch House Access/Operations
Property shall allow access to the Ahmanson Ranch House for the City residents,
City officials and employees, and any and all other persons and members of the
general public.
6981015610-0207
23079911.2 a11/22/25 -10-
2.3 Dedications and Improvements
Nothing in this Ahmanson Ranch Covenant shall release or relieve Developer
from making any offers of dedications to the City or other applicable public agency, or
complete those public improvements in connection with the development of the
SilverRock Resort Area, as may be required by any conditions of approval, parcel map,
or any other requirement imposed by the City.
3. PRESERVATION OF HISTORICAL RESOURCE
3.1 Conveyance of Ahmanson Ranch House and Improvements
The City may convey the City -Owned Ahmanson Ranch House Property
pursuant to the Reinstated Development Agreement, in which case, City shall no longer
be owner in fee. City shall have and retain all regulatory authority over the Ahmanson
Ranch House in accordance with applicable laws.
3.2 Collection and Receipt of Charges: Allowance for Third -Party Operator.
The owner of the Ahmanson Ranch House shall have the obligation to collect
and right to keep moneys charged for any and all services at the Ahmanson Ranch
House during City ownership, consistent with this Ahmanson Ranch Covenant;
provided, however, if City owns the Ahmanson Ranch House but contracts with
Developer or a third party operator of the Ahmanson Ranch House for the
administration of the Ahmanson Ranch House, Developer and/or the third party
operator shall have the obligation to collect and right to keep moneys charged.
3.3 City Council Approvals to Preserve Historic Resource and Aesthetics
Unless another use is approved by City in accordance with applicable laws, the
Ahmanson Ranch House shall be preserved as a historic resource of the City, and the
general architectural style for both the exterior and interior should be attempted to be
preserved.
Any and all alterations, structural improvements, fixtures, furnishings, equipment,
repair, replacement, or any other modification to the Ahmanson Ranch House shall be
applied for by the current owner (or authorized agent) and reviewed by the City Council
in its regulatory and design review capacity, and pursuant to applicable federal, state, or
local law.
4. DEFAULT AND REMEDIES.
4.1 City Rights.
In the event of failure by Developer or any successor in interest that has any
ownership interest in the Ahmanson Ranch Covenant Properties (or any portion thereof)
to perform any material term or provision of this Ahmanson Ranch Covenant, the City
shall have those rights and remedies provided in this Ahmanson Ranch Covenant and
6981015610-0207
23079911.2 a11122/25 -11 -
shall have any and all rights and remedies available at law or in equity, including but not
limited to immediate and permanent injunctive relief.
4.2 Notice and Cure of Default.
Upon the receipt of the notice of default by the City, the defaulting party shall
promptly commence to cure, correct, or remedy the identified default at the earliest
reasonable time after receipt of the notice of default and shall complete the cure,
correction or remedy of such default not later than thirty (30) days after receipt of the
notice of default, or, for such defaults that cannot reasonably be cured, corrected or
remedied within thirty (30) days, such Party shall commence to cure, correct, or remedy
such default within such thirty (30) day period, and shall continuously and diligently
prosecute such cure, correction or remedy to completion, provided that such cure,
correction or remedy is completed within ninety (90) days following expiration of the
initial thirty (30) day cure period.
5. MISCELLANEOUS
5.1 Notices. Demands and Communications Between the Parties
Any approval, disapproval, demand, document or other notice ("Notice") which
either Party may desire to give to the other Party under this Ahmanson Ranch Covenant
must be in writing and shall be sufficiently given if (i) delivered by hand, (ii) delivered by
reputable same -day or overnight messenger service that provides a receipt showing
date and time of delivery, or (iii) dispatched by registered or certified mail, postage
prepaid, return receipt requested, to the principal offices of City and Developer at the
addresses specified below, or at any other address as that Party may later designate by
Notice.
To City: City of La Quinta
78-495 Calle Tampico
La Quinta, California 92253
Attn: City Manager
With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 91h Floor
Irvine, CA 92612
Attn: William H. Ihrke
6981015610-0207
23079911.2 a11122/25 -1 2-
To Developer: SilverRock Hotel Owner LLC
c/o Turnbridge Equities
4 Bryant Park, Suite 200
New York, New York 10018
Attention: General Counsel and
Michael Gazzano
Email: jw@turnbridgeeq.com and
mg@turnbridgeeq.com
with a copy to:
DLA Piper
1251 Avenue of the Americas
New York, New York 10020
Attention: Todd Eisner
Email: todd.eisneraus.dlapiper.com
with a copy to:
Procopio
200 Spectrum Center Drive
Suite 1650
Irvine, CA 92618
Attn: James Vaughn
Email: iames.vaughn(aDprocopio.com
Any written notice, demand or communication shall be deemed received immediately if
personally delivered or delivered by delivery service, and shall be deemed received on
the third day from the date it is postmarked if delivered by registered or certified mail.
5.2 Force Majeure.
Notwithstanding any other provision set forth in this Ahmanson Ranch Covenant
to the contrary, in no event shall a Party be deemed to be in Default of its obligations set
forth herein where delays or failures to perform are due to a Force Majeure, as defined
in the Reinstated Development Agreement. Notwithstanding anything to the contrary in
this Ahmanson Ranch Covenant, an extension of time for any such cause shall only be
for the period of the enforced delay and shall commence to run from the time of the
commencement of the cause, if notice by the Party claiming such extension is sent to
the other Party within a reasonable time following the commencement of the cause,
which notice requirement shall be deemed waived if the other Party is aware of the facts
giving rise to the Force Majeure. Upon receiving notice of a Force Majeure or becoming
aware of the facts giving rise thereto, the Parties shall meet and confer in good faither to
determine the appropriate period of Force Majeure delay, and document same in
writing. Times of performance under this Ahmanson Ranch Covenant may also be
extended in writing by the mutual agreement of City and Developer.
698/015610-0207
23079911.2 a11/22/25 -1 3-
5.3 Binding Effect.
This Ahmanson Ranch Covenant, and all of the terms and conditions hereof,
shall be binding upon and inure to the benefit of the City, any subsequent owner of all or
any portion of the Ahmanson Ranch Covenant Properties, and their respective assigns,
heirs or successors in interest, whether or not any reference to this Ahmanson Ranch
Covenant is contained in the instrument by which such person acquired an interest in
the Ahmanson Ranch Covenant Properties.
5.4 Non -liability of City Officers and Employees
No official, officer, employee, agent or representative of City, acting in his/her
official capacity, shall be personally liable for any loss, costs, damage, claim, liability, or
judgment, arising out of or connection to this Ahmanson Ranch Covenant, or for any act
or omission on the part of City.
5.5 Covenant Against Discrimination
Developer covenants by and for itself and any successors in interest that there
shall be no discrimination against or segregation of any person, or group of persons on
any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as
those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1)
of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the
Property, or any part thereof, nor shall Developer, or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location, number, use, or occupancy of
tenants, lessees, subtenants, sublessees or vendees of the Property, or any part
thereof. The foregoing covenants shall run with the land.
5.6 Attorney's Fees and Costs for Prevailing Party.
If either Party to this Ahmanson Ranch Covenant is required to initiate or defend,
or is made a party to, any action or proceeding in any way connected with this
Ahmanson Ranch Covenant, the Party prevailing in the final judgment in such action or
proceeding, in addition to any other relief which may be granted, shall be entitled to
reasonable attorney's fees. Attorney's fees shall include reasonable costs for
investigating such action, conducting discovery, retaining expert witnesses, and all other
necessary costs the court allows which are incurred in such litigation.
5.7 Severability.
If any term or condition of this Ahmanson Ranch Covenant is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Ahmanson Ranch Covenant shall continue in full force and effect, to the extent that
the invalidity or unenforceability does not impair the application of this Ahmanson Ranch
Covenant to condition the use of the Ahmanson Ranch House most similar to those
uses as of the Ahmanson Ranch Covenant Effective Date.
698/015610-0207
23079911.2 a11122/25 -14-
5.8 Time.
Time is of the essence in the performance of this Ahmanson Ranch Covenant
and of each and every term and condition hereof as to which time is an element.
5.9 Recitals & Exhibits Incorporated
The Recitals to this Ahmanson Ranch Covenant and all of the exhibits and
attachments to this Ahmanson Ranch Covenant are, by this reference, incorporated into
this Ahmanson Ranch Covenant and made a part hereof.
5.10 Authority to Execute: Representations and Warranties
Developer warrants and represents that (i) it is duly organized and existing, (ii) it
is duly authorized to execute and deliver this Ahmanson Ranch Covenant, (iii) by so
executing this Ahmanson Ranch Covenant, Developer is formally bound to the
provisions of this Ahmanson Ranch Covenant, (iv) Developer's entering into and
performance of its obligations set forth in this Ahmanson Ranch Covenant do not violate
any provision of any other agreement to which Developer is bound, and (v) there is no
existing or threatened litigation or legal proceeding of which Developer is aware which
could prevent Developer from entering into or performing its obligations set forth in this
Ahmanson Ranch Covenant.
5.11 City Approvals and Actions
Whenever a reference is made in this Ahmanson Ranch Covenant to an action or
approval to be undertaken by the City, the City Manager or his or her authorized
designee is authorized to act on behalf of the City unless this Ahmanson Ranch
Covenant specifically provides otherwise, including but not limited to provisions in this
Ahmanson Ranch Covenant when the City Council must review and take action, or the
law requires otherwise. The City Manager shall have the authority to implement this
Ahmanson Ranch Covenant, including the authority to negotiate and sign on behalf of
the City implementing agreements and other documents, so long as the substantive
provisions of this Ahmanson Ranch Covenant are maintained. Nothing in this Section
limits or precludes the City Manager from presenting to the Planning Commission
and/or City Council, as applicable, for review and consideration any matters to which
the City Manager otherwise may act on behalf of City pursuant to this Section.
5.12 Governing Law.
The internal laws of the State of California shall govern the interpretation and
enforcement of this Covenant without regard to conflicts of law principles. Any action at
law or in equity brought by for the purpose of enforcing, construing, or interpreting the
validity of this Covenant or any provision hereof shall be brought in the Superior Court
of the State of California in and for the County of Riverside, or such other appropriate
court in said county.
6981015610-0207
23079911.2 a11122125 -1 5-
5.13 Termination of Original Covenant
On and after the Ahmanson Ranch Covenant Effective Date, and pursuant to
order from the Bankruptcy Court, the Original Covenant (as defined above) shall be
deemed reinstated and amended as provided for in this Ahmanson Ranch Covenant.
Furthermore, City covenants and agrees that the Original Covenant is no longer of any
force and effect, and on and after the Ahmanson Ranch Covenant Effective Date, it is
expressly understood and agreed by the Parties that this Ahmanson Ranch Covenant
(along with all other agreements, including the Reinstated Development Agreement,
between City and Developer resulting from the purchase and sale of the Phase 1A
Property vis-a-vis the Bankruptcy Lawsuit) governs the Ahmanson Ranch Covenant
Properties.
5.14 Counterpart Signature Pages
For convenience the Parties may execute and acknowledge this Covenant in
counterparts and when the separate signature pages are attached hereto, shall
constitute one and the same complete Covenant.
[end — signature page follows]
698/015610-0207
23079911.2 a11/22/25 -16-
IN WITNESS WHEREOF, Developer and City have executed this Ahmanson
Ranch Covenant as of the Ahmanson Ranch Covenant Effective Date.
Date: No�el�b 2 2025
z(iDate: 1
ATTEST:
SIGNED IN COUNTERPART
Monika Radeva, City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
SIGNED IN COUNTERPART
William H. Ihrke, City Attorney
"DEVELOPER"
SilverRock Hotel Owner LLC, a Delaware
limited liability company, an affiliate of
Turnbridge Equities
By:
Name: And dew oblon
Title: Authorized Signatory
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
2025 By:
SIGNED IN COUNTERPART
Jon McMillen, City Manager
[Signature Page - La Quinta - Reinstated and Amended Covenant Affecting Real Property]
(Ahmanson Ranch House)
IN WITNESS WHEREOF, Developer and City have executed this Ahmanson
Ranch Covenant as of the Ahmanson Ranch Covenant Effective Date.
"DEVELOPER"
SilverRock Hotel Owner LLC, a Delaware
limited liability company and affiliate of
1 Turnbridge Equities
I0 jt,4A Mj �,�/ SIGNED IN COUNTERPART
Date:'" , 2025 By.
Name: Andrew Joblon
Title: Authorized Signatory
"CITY"
CITY OF LA QUINTA, a California municipal
corpo;Wion and charter city
Date: Z- 2025 By:
Jon_McMillen, City Manager
ATTEST:
Monika Radeva, City-Itlerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
698/015610-0207
23079911.2 a11/22/25 -1 7-
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTIONS OF THIS
DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED, READS AS FOLLOWS:
JOHN MCMILLEN
Dated: December 5, 2025
Sandy Staley, Title Officer, Stewart Title
Place of Execution: RIVERSIDE, CA
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Los Angeles
On 11126 12 S- , before me, PAI,9 '1i26�d�J
(insert name a title of the officer)
f�
Notary Public, personally appeared r eZ 1 of
who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
MAItY fITZGEIiALD
WITNESS my hand and official seal. "°=YFITZGER"'D I
*-
Los Angeles County_
Commission 0 2424724
My COMM. ExDlres Nov t, 2026
Signature Seal
( )
[Notary Page - La Quinta - Reinstated and Amended Covenant Affecting Real Property]
(Ahmanson Ranch House)
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Riverside
On -V)" Q,WbtR- �- of before me, ko M' �* f+A-W N
1(insert name and title of the officer)
Notary Public, personally appeared ve- V 1 l.LDA ,
who 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.
I certify under PENALTY OF PERJURY under the
that the foregoing paragraph is true and correct.
WITNESS my hand a official seal.
Signature
698/015610-0207
23079911.2 a11/22/25 -1 8-
laws of the State of California
MONIKA RADEVA,
Not
public - California
}� Riverside County
Comrnlsslon M 2500684 -
My COWn. Expires Oct 22, 2025
(Seal)
EXHIBIT A
LEGAL DESCRIPTION OF LUXURY HOTEL PROPERTY
(DEVELOPER OWNED)
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
PARCEL A:
THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO. 37207, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY
A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS
FOLLOWS:
LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT
DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND I PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APNs 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066
(OLD APNs PORTION OF 777-490-041 and 777-490-051)
[continues on next page]
698/015610-0207
23079911.2 a11/22126 EXHIBIT A-1
PARCEL B:
THAT PORTION OF PARCELS 3 AND 4 OF PARCEL MAP NO. 37207, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY
A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
LOT "B" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT
DEED RECORDED JULY 16, 2021 AS INSTRUMENT NO. 20210428113 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE
SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APNs 777-490-037, 777-490-057, 777-490-059 AND 777-490-068
(OLD APNs PORTION OF 777-490-040 AND 777-490-041)
[continues on next page]
0-0207
23079961 .2 a11122125 EXHIBIT A-2
PARCEL C
PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK
242 OF PARCEL MAPS, PAGES 72 THROUGH 87, INCLUSIVE, TOGETHER WITH
PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO. 2020-0005,
RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL
RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA
QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS
INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING FROM PARCEL 5 ABOVE, ALL OIL, GAS, HYDROCARBON
SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE
THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE
RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF
THE PHASE 1A AND I PROPERTY LYING MORE THAN FIVE HUNDRED (500)
FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES
INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS,
HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B
PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE
EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY
PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR
ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND
1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE
USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY
THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND
CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS
INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS
INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS.
APNs: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073
(OLD APNs PORTION of 777-490-043 and 777-490-044)
[continues on next page)
698/015010-0207
23079911.2 a11/22125 EXHIBIT A-3
PARCEL D:
PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT
NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-
0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA
QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS
INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND I PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND I PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND I PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APN: 777-490-074 AND PORTIONS OF APNs 777-490-072, 777-490-073, 777-490-
075, 777-490-077, 777-490-078, 777-490-079 AND 777-490-080
(OLD APNs PORTION of 777-490-043, 777-490-044 AND 777-490-045)
PARCEL E:
[INTENTIONALLY OMITTED]
PARCEL F:
[INTENTIONALLY OMITTED]
(continues on next page)
698/015610-0207
23079911.2 a11/22/25 EXHIBIT A-4
PARCEL G:
[INTENTIONALLY OMITTED]
PARCEL H:
[INTENTIONALLY OMITTED]
PARCELI
Parcels E, F and G of Parcel Map No. 37207, in the City of La Quinta, County of
Riverside, State of California, as shown by a Map filed for Record May 3, 2017 in Book
242, Pages 72 through 87, inclusive of Parcel Maps, in the Office of the County
Recorder of said County.
Excepting all oil, gas, hydrocarbon substances, and minerals of every kind and
character lying more than five hundred (500) feet below the surface, together with the
right to drill into, through, and to use and occupy all parts of the Phase 1A and 1 B
property lying more than five hundred (500) feet below the surface thereof for any and
all purposes incidental to the exploration for and production of oil, gas, hydrocarbon
substances or minerals from said Phase 1 A and 1 B property or other lands, but without,
however, any right to use either the surface from said Phase 1A and 1 B property or any
portion thereof within five hundred (500) feet of the surface for any purpose or purposes
whatsoever, or to use the Phase 1A and 1 B property in such a manner as to create a
disturbance to the use or enjoyment of the Phase 1A and 1 B property, as reserved by
The City of La Quinta, a California Municipal Corporation and Charter City, in the Grant
Deed recorded November 28, 2018, as Instrument No. 2018-0464674, of Official
Records.
FOR INFORMATIONAL PURPOSES ONLY: APN: 777-490-053, 777-490-054, 777-
490-055
[End of legal description for Luxury Hotel Property]
*Explanatory Note: "Luxury Hotel Property" covers the "Luxury Hotel Project
Component" as defined in the Reinstated Development Agreement and this Covenant
and comprises that real property covering Planning Areas (PAs) 3 and 5, as depicted in
the SITE MAP BY PLANNING AREAS (PAs), attached to this Covenant.
698/016610-0207
230799111.2 a11122/25 EXHIBIT A-5
EXHIBIT B-1
LEGAL DESCRIPTION OF GOLF COURSE
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
Parcel A
That portion of Parcels 4 and 18 of Parcel Map No. 37207, in the City of La Quinta,
County of Riverside, State of California, as shown by a Map filed in Book 242, Pages 72
through 87, inclusive of Parcel Maps, in the Office of the County Recorder of said
County, described as follows:
Lot "D" of Lot Line Adjustment No. 2020-0010, recorded July 15, 2021 as Instrument
No. 2021-0426548 of California, as described therein. Official records of Riverside
County, State of California.
APN 777-490-035, APN 777-490-060, APN 777-490-061, APN 777-490-062, APN 777-
490-067, APN 777-060-070, APN 777-060-071
Except all oil, gas hydrocarbon substances and mineral of every kind and character
lying more than five hundred (500) feet below the surface, together with the right to drill
into, through, and to use and occupy all parts of the phase 1A property lying more than
five hundred (500) feet below the surface thereof for any and all purposes incidental to
the exploration for and production of oil, gas hydrocarbon substances or minerals from
said phase 1A property or other lands, but without however, any right to use either the
surface from said phase 1A property or any portion thereof within five hundred (500)
feet of the surface for any purpose or purposes whatsoever, or to use the phase 1A
property in such a manner as to create a disturbance to the use or enjoyment of the
phase 1A property, as reserved by the City of La Quinta, a California Municipal
Corporation and Charter City, in the grant Deed recorded November 6, 2017 as
Instrument No. 2017-0463950 of official records.
[continued on next page]
6981015610-0207
23079911.2 a11/22/25 EXHIBIT B-1-1
Parcel B [INTENTIONALLY OMITTED]
Parcel C
That portion of Parcel 19 of Parcel Map No. 37207, in the City of La Quinta, County of
Riverside, State of California, as shown by Map filed in Book 242, Pages 72 through 87,
inclusive of Parcel Maps, in the office of the County Recorder of said County, described
as follows:
Parcel "D" of Lot Line Adjustment No. 2020-0007, recorded august 20, 2021 as
Instrument No. 2021-0500126 of Official Records of Riverside County, State of
California, as described therein.
APN 777-060-080, APN 777-490-070, APN 777-060-072
Parcel D [INTENTIONALLY OMITTED]
Parcel E
Parcel 17 of Parcel Map No. 37207, as shown by map filed in Book 242, Pages 72
through 87, inclusive of Parcel Maps, in the City of La Quinta, County of Riverside,
State of California, in the office of the County Recorder of said County.
Excepting therefrom any portion of said land lying within Tract No. 37730, in the City of
La Quinta, County of Riverside, State of California, filed in Book 479, Pages 27 through
33, inclusive of Maps, in the Office of the County Recorder of said County.
APN 777-150-029, APN 777-490-050, APN 770-260-037
[End of legal description for Golf Course]
*Explanatory Note: "Golf Course" in this Covenant excludes Parcel 20 of Parcel Map
No. 37207 because Parcel 20 is maintenance parcel.
698/01561 M207
23079911.2 a11122/25 EXHIBIT B-1-2
EXHIBIT B-2
LEGAL DESCRIPTION OF CITY -OWNED AHMANSON RANCH PROPERTY
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
That portion of Parcels 2 and 3 of Parcel Map No. 37207, in the City of La Quinta,
County of Riverside, State of California, as shown by a Map filed in Book 242, Pages 72
through 87, inclusive of Parcel Maps, in the office of the County Recorder of said
County, described as follows:
Lot "A" of Lot Line Adjustment No. 2020-0010, recorded July 16, 2021 as Instrument
No. 2021-0427959 of Official Records of Riverside County, State of California.
APN 777-490-039, APN 777-490-069
[End of legal description for City -Owned Ahmanson Ranch Property]
69e1015610-0207
23079911.2 a11/22/25 EXHIBIT B-2
EXHIBIT C
SITE MAPS
(Attached)
698/016610-0207
23079911.2 a11/22/25 EXHIBIT C-1
Recorder
PETER ALDANA P.O. sox 751
COUNTY OF RIVERSIDE Riverside, CA 92502-0751
ASSESSOR -COUNTY CLERK -RECORDER (951)486-7000
www.rivcoacr.org
CERTIFICATION
Pursuant to the provisions of Government Code 27361.7, 1 certify under the penalty of perjury
that the following is a true copy of illegible wording found in the attached document:
(Print or type the page number(s) and wording below):
C-�
'-T ooi'00 U� N-C\
bib; C -'A - Mq
3 t4
Date:
Signature:
Print Name:
ACR 601 (Rev. 09/2005) Available in Alternate Formats
GENERAL SITE MAP
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
23079911.2al1/22/25 EXHIBIT C-2
ANNOTATED SITE MAP
(2025 SilverRock Master Plan)
Golf Clubhouse
♦ ,, Phase 2 Clubhouse: 16.200st
'Q ♦♦ + y«.ehOption Land
Residential Lots 1 Hotel Banquet t SOH
291ots 1 Phase 2 Banquet: 21.600 st
Avg Lot SF- 14,110 ee i Option Land BOH: 26.000 st
/ '•y!
,t. ♦��i.^ Condominiums
70 Condos (Avg 3.000 st)
Clubhouse (15,000stl
Luxury Hotel • `t v� 'ir�r
p keys: 150
1
Spa SF 21,000 to
Lobby SF: 25.000 11 r
Phase
♦� `� Option Land
i
Residential Lots
93lots
Avg Lot SF' 201,
Luxury Hotel
Branded Condominiums •r
B Clubhouse `•�` Ij
Branded Single Family Home Lots
1
1 I
1 q -
Public Golf Clubhouse
;f�q Option Land
1 Phase 1A
Phase 1B
t�
• i r I
[Site Maps Continue on Next Page]
698/015610-0207
23079911.2 a11/22/25 EXHIBIT C-3
\k
Reudenews
29101s
Avlt 14.I ioii
Spa
i21.000st.
Ahmanson
House
Adult Pool
New Guest
Rooms, t 6 r
Lobby
Building
,: 4.9u0s1
Fundy Paul
PHASE 1A DETAILED SITE MAP
(2025 SilverRock Master Plan)
Golf Clubhouse
I1fi IWO,
Hotel Banquet
I 1700,n
BOH
126.000sn
Condominium
t0 condominium bmldmgs
6 units%b"
3.000sl Avg Uml
Residential Clubhouse d
Pool
I15 nflncl�
•
Hotel
LNt1ay Hole(
fowl
Branded Condominiums
'e
ryll� t ienew
& Clubhouse
Branded single Family
H—s
_
■ PubW Golf Clubhouse
[Site Maps Continue on Next Page]
6981015610-0207
23079911.2 al 1/22/25 EXHIBIT C-4
PA1- Golf Course
lenstrng)
PA2 - L—y Brenda
(291ots)
PA3-Lu.ury Hotel
(154 guest rooms. tr
re.teurente. wed.
BOH. etc. totaling 2,
SITE MAP BY PLANNING AREAS (PAs)
(2025 SilverRock Master Plan)
[End of Site Maps]
698/015610-0207
23079911.2a11/22/25 EXHIBIT C-5
PAa - Puldre Golf Clubhouse
117,000sf)
PAS- Lmury Hotel Bamluet 6
Beck of Hou.e Functions
IBanquet: 25.000.f)
1110H: 30.0000
PAS - Lusury 8rended Condomwums
PO uruls)
Resident Clubhouse A Fecrlures
(20.000,f)
PA7 - Luwry Branded R—dance.
(93lots)
PAO - Fudure Golf, Fl—demial,
and Commercial
118-het. P -I. golf course, 253
residents; tends, end 40.000,f
commercial)