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2017 - 31732 VTL Palizada, LLC - SIA On-Site & Off-Site Assignment & Assumption - Amendment 2ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT AMENDMENT NO. 2 TRACT MAP NO. 31732 OFF-SITE IMPROVEMENTS This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made and entered into as of the /' day of Alte-LLST , 20 i1 , by and among the CITY OF LA QUINTA, a municipal corporation of the State of California ("City"), KB Home Coastal, Inc., a California corporation ("Assignor"), and VTL Palizada, LLC, a Delaware limited liability company ("Assignee"). RECITALS A. City and Assignor entered into that certain Subdivision Improvement Agreement, dated July 5, 2007 ("SIA"), pursuant to which Assignor, as the "Subdivider" defined in the SIA, agreed to plan for, install, and construct certain public and/or private improvements on Tract No. 31732 ("Tract"), as more fully described in Exhibit "A" of the SIA ("Improvements"). B. Assignor desires to assign the SIA, and all of Assignor's rights and obligations thereunder, to Assignee and Assignee desire to assume Assignor's position with respect to the SIA and of Assignor's rights and obligations under the SIA subject to the terms of this Assignment & Amendment. C. In connection with the foregoing described assignment and assumption, the City and Assignee have agreed to certain modifications to the SIA as set forth herein to be effective upon full execution of this Assignment & Amendment by all the parties hereto. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment and Assumption. Assignor hereby transfers and assigns to Assignee all of the Assignor's rights, title, and interest in and to, and obligations under, the SIA, and Assignee hereby assumes all rights, title, and interest in and to, and obligations under, the SIA. City hereby consents to the foregoing assignment and assumption. F220 2. Replacement ❑f Improvement Security. Pursuant to the SIA, Assignor has furnished the City security for the Improvements. For purposes of this Assignment & Assumption, such security in the aggregate shall be hereinafter referred to as "Improvement Security." Assignee hereby warrants that within five (5) days of this executed Assignment and Amendment, it shall replace Assignor's Improvement Security with securities of its own in amounts as described in SECTION 2.A., unless the City otherwise determines at its discretion and in writing that such security can be issued at a lesser amount. Assignee's securities shall be in full compliance with the terms and conditions stated in the SIA for such securities. The City agrees that upon receipt of evidence that Assignee has obtained such new securities in a form satisfactory to the City, the City shall release Assignor's Improvement Security. (A) Faithful Performance Securities and Labor & Materials Securities based on updated engineer's cost estimates for the following improvements: OFF-SITE IMPROVEMENTS Performance Security I Labor & Material Security Improvement Description Bond Amount Bond Amount Street Improvements $664,124 $664,124 Sidewalk and Multi -Use Trail $116,910 $116,910 Sanitary Sewer $57,960 $57,960 Domestic Water $472,885 $472,885 Irrigation Lateral Improvements $291,850 $291,850 Signing and Striping $52,586 $52,586 Landscaping $348,462 $348,462 Total $2,004,777 $2,004,777 Standard 10% Contingency $200,478 $200,478 Total Construction Cost $2,205,255 $2,205,255 Professional Fees, Design 10% $220,525 $220,525 Professional Fees, Construction 10% $220,525 $220,525 BOND AMOUNT $2,646,306 $2,646,306 50% Traffic Signal at Ortega Hills Way (Monroe Entry) $215,000 $215,000 25%Traffic Signal at Monroe St and Ave 60 $107,500 $107,500 BOND AMOUNT $322,500 $322,500 3. Solvency, As a material inducement to the City to enter into the Assignment & Assumption, Assignee hereby represents and warrants to City, and City hereby relies on Assignee's representation and warranty, that Assignee is solvent and has the financial capability of fulfilling each and every obligation and duty it takes on by way of the Assignment & Assumption. F220 -2- 4. Incorporation of SIA Provisions. The SIA, and each provision therein, unless otherwise modified in writing, is incorporated in this Assignment & Amendment in its entirety and Assignee agrees and warrants that it assumes and is bound by each obligation found in the SIA in the same manner as Assignor prior to this assignment. F220 -3- IN WITNESS WHEREOF, the parties hereto have executed this Assignment & Amendment on t St day of A,L16-VS t' , 20 t'7 . CITY: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 (760) 777-7075 04 iiii_01(.:•__ 4 . Tr K -"i . A CEK City MR ager, ity of La Quinta ATTEST: SUSAN MAYSELS City Clerk, City of La Quinta APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California ASSIGNOR: KB Home Coastal, Inc., a California corporation 36310 Inland Valley Drive Wildomar, CA 92595 Srori Hen se/1 Its: 'J,?.�n Its: ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company 23 Corporate Plaza, Suite 150 Newport Beach, CA 92660 SIGNED IN COUNTERPART Its: Its: F220 -4- IN WITNESS WHEREOF, the parties hereto have executed this Assignment & Amendment on l St day of ,1 MGtS'r , 20 C.7 . CITY: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 (760) 777-7075 SIGNED IN COUNTERPART FRANK J. SPEVACEK Date City Manager, City of La Quinta ATTEST: SIGNED IN COUNTERPART SUSAN MAYSELS City Clerk, City of La Quinta ASSIGNOR: KB Home Coastal, Inc., a California corporation 36310 Inland Valley Drive Wildomar, CA 92595 SIGNED IN COUNTERPART Its: Its: ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company 23 Corporate Plaza, Suite 150 Newport Beach, CA 92660 .AtfL-Ivivo 7 Its: /)/ 9/? i,00n! Its: ASSIGNMENT AND ASSUMPTION AGREEMENT AND 1 AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT AMENDMENT NO. 2 TRACT MAP NO. 31732 ON-SITE IMPROVEMENTS This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made and entered into as of the 1 St day of A1.4.6-16 7' , 20 77 , by and among the CITY OF LA QUINTA, a municipal corporation of the State of California ("City"), KB Home Coastal, Inc., a California corporation ("Assignor"), and VTL Palizada, LLC, a Delaware limited liability company ("Assignee"). RECITALS A. City and Assignor entered into that certain Subdivision Improvement Agreement, dated July 5, 2007 ("SIA"), pursuant to which Assignor, as the "Subdivider" defined in the SIA, agreed to plan for, install, and construct certain public and/or private improvements on Tract No. 31732 ("Tract"), as more fully described in Exhibit "A" of the SIA ("Improvements"). B. Assignor desires to assign the SIA, and all of Assignor's rights and obligations thereunder, to Assignee and Assignee desire to assume Assignor's position with respect to the SIA and of Assignor's rights and obligations under the SIA subject to the terms of this Assignment & Amendment. C. In connection with the foregoing described assignment and assumption, the City and Assignee have agreed to certain modifications to the SIA as set forth herein to be effective upon full execution of this Assignment & Amendment by all the parties hereto. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment and Assumption. Assignor hereby transfers and assigns to Assignee all of the Assignor's rights, title, and interest in and to, and obligations under, the SIA, and Assignee hereby assumes all rights, title, and interest in and to, and obligations under, the SIA. City hereby consents to the foregoing assignment and assumption. 2. Replacement of Improvement Security. Pursuant to the SIA, Assignor has furnished the City security for the Improvements. For purposes of this Assignment & Assumption, such security in the aggregate shall be hereinafter referred to as "Improvement Security." Assignee hereby warrants that within five (5) days of this executed Assignment and Amendment, it shall replace Assignor's Improvement Security with security of its own in an amount as described in SECTION 2.A. and 2.B, unless the City otherwise determines at its discretion and in writing that such security can be issued at a lesser amount. Assignee's security shall be in full compliance with the terms and conditions stated in the SIA for such security. The City agrees that upon receipt of evidence that Assignee has obtained such new security in a form satisfactory to the City, the City shall release Assignor's Improvement Security. (A) Faithful Performance Bond in the amount of $7,382,797 for the following improvements: ON-SITE IMPROVEMENTS Performance Security Improvement Description Bond Amount Rough Grading and Walls $1,480,599 Street Improvements $1,434,005 Storm Drain $396,564 Sanitary Sewer $194,400 Domestic Water $956,636 Dry Utilities $487,500 Landscaping $613,324 Monumentation $30,000 Total $5,593,028 Standard 10% Contingency $559,303 Total Construction Cost $6,152,331 Professional Fees, Design 10% $615,233 Professional Fees, Construction 10% $615,233 BOND AMOUNT $7,382,797 (B) Other (Specify type and amount): 1. Faithful Performance Bond for PM -10 Fugitive Dust Control = $121.500 2. Cash Deposit for Fugitive Dust Control = $40500 3. Solvency_ As a material inducement to the City to enter into the Assignment & Assumption, Assignee hereby represents and warrants to City, and City hereby relies on Assignee's representation and warranty, that Assignee is solvent and has the financial capability of fulfilling each and every obligation and duty it takes on by way of the Assignment & Assumption. F220 -2- 4. Incorporation of SIA Provisions. The SIA, and each provision therein, unless otherwise modified in writing, is incorporated in this Assignment & Amendment in its entirety and Assignee agrees and warrants that it assumes and is bound by each obligation found in the SIA in the same manner as Assignor prior to this assignment. F220 -3- IN WITNESS WHEREOF, the parties hereto have executed this Assignment & Amendment on - / S4 day of A UC. LS r , 20 /7 . CITY: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 (760) 777-7075 City M ACEK City of La Quinta ATTEST: SUSAN MAYSELS City Clerk, City of La Quinta APPROVED AS TO FORM: WILLIAM H. I" ', City Attorney City of La Quinta, California ASSIGNOR: KB Home Coastal, Inc., a California corporation 36310 Inland Valley Drive Wildomar, CA 92595 ScoWT N nse l Its: ?1u,n, � C e� [ie04 'kk Its: U51 /JItc.Qv1 s T R. mmuNi DEveate n6i'`'r ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company 23 Corporate Plaza, Suite 150 Newport Beach, CA 92660 SIGNED IN COUNTERPART Its: Its: F220 -4- IN WITNESS WHEREOF, the parties hereto have executed this Assignment & Amendment on 1 Se day of AtibtIST , 20 /7 . CITY: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 (760) 777-7075 SIGNED IN COUNTERPART FRANK J. SPEVACEK Date City Manager, City of La Quinta ATTEST: SIGNED IN COUNTERPART SUSAN MAYSELS City Clerk, City of La Quinta ASSIGNOR: KB Home Coastal, Inc., a California corporation 36310 Inland Valley Drive Wildomar, CA 92595 SIGNED IN COUNTERPART Its: Its: ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company 23 Corporate Plaza, Suite 150 Newport Beach, CA 92660 gi. ..L�•= „� d �rT1�/��f t >,►uoci-)uf -r Its: ` b/IZ ettn i'nOA)/7i Its: