2019 - 31681-3 Sunrise LLC - Assignment & Assumption & Amendment to SIAta Qa�fra
— GEM frhc DESERT —
MEMORANDUM
TO: Frank J. Spevacek, City Manager
FROM: Bryan McKinney, City Engineer#W�
DATE: January 28, 2019
RE: Assignment and Assumption Agreement for the Andalusia
Residential Development On -Site Improvements, Tract Map
31681-3
Attached for your signature is the agreement with Coral Option I, LLC and
Sunrise LQ, LLC for the project referenced above.
Please sign the attached agreement(s) and return to the City Clerk for
processing and distribution.
Requesting department shall check and attach the items below as appropriate:
Contract payments will be charged to account number:
Amount of Agreement, Amendment, Change Order, etc.: $
A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or _ reportable interests
A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
X Approved by the City Council on Will be on February 5. 2019 .
City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures
of $50,000 or less
Initial to certify that 3 written informal bids or proposals were received and considered in selection
The following required documents are attached to the agreement:
N/A Insurance certificates as required by the agreement (approved by Risk Manager on e)
X Performance bonds and Labor & Materials bonds as required by the agreements (originals)
N/A City of La Quinta Business License number
Purchase Order number
ASSIGNMENT AND ASSUMPTION AGREEMENT
_►1
AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT
TRACT MAP NO.31681-3 ON -SITE IMPROVEMENTS
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made and
entered into as of the ] 1k day of Fet�u , 20Jq _, by and among the CITY OF LA
QUINTA, a municipal corporation and ch rter city ("City"), Coral Option I, LLC, a
Delaware limited liability company ("Assignor"), and Sunrise LQ, LLC, a Delaware
limited liability company ("Assignee").
RECITALS
A. City and Assignor entered into that certain Subdivision Improvement
Agreement, dated March 27, 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. 31681-3 ("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 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., 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 $868,010 for the following
improvements:
ON -SITE IMPROVEMENTS
Performance Security
Improvement Description
Original
Amount
1st Partial
Reduction
(Percent)
1st Partial
Reduction
Amount
Rough Grading / PM-10 / SWPPP
$61,425
75%
$15,356
Street
$1,088,125
75%
$272,031
Storm Drain
$197,208
90%
$19,721
Concrete (Streets)
$471,918
90%
$47,192
Domestic Water
$718,855
90%
$71,886
Sewer
$455,180
90%
$45,518
Dry Utilities
$396,000
70%
$118,800
Landscaping
$43,000
0%
$43,000
Monumentation
$53,286
0%
$53,286
Standard 10% Contingency
$348,500
70%
$104,550
Professional Fees, Desiqn 10%
$383,350
90%
$38,335
Professional Fees, Construction 10%
$383,350
90%
$38,335
TOTALI
$4,600,195
$868,010
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.
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 -2-
IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on VST* day of Fa&Uu4m, . 20 111 _
CITY: City of La Quinta, a municipal corporation and charter city
78-495 Calle Tampico
La Quinta, CA 92253
' n.
-fty of La Quinto
M-w-,
ATTEST:
MONIKA RADEVA
City Clerk, City of La Q info
APPROVE AS TO FORM:
c
LLIAM H. UM City Attorney
City of La Quinta, California
ASSIGNOR: Coral Option I, LLC, a Delaware limited liability company
81570 Carboneras
La Quin CA 92253
aA
Its: \/(L f-
Its:
ASSIGNEE: Sunrise LQ, LLC, a Delaware limited liability company
300 Eagle Dance Circle
Palm Desert, CA 92211
Its:�-
Its:
F220 -3-
Exhibit A
ON -SITE SECURITY — TRACT MAP NO. 31681-3
Improvements designated as 'Participatory" have been or will be constfucted by oviers. Security for
Participatory Improvements shall remain in place indefinitely until called upon or released by City.
Monumentation security shall guarantee performance of or payment for the work and shall be utilized or
released as specified in Chapter 4, Article 9 of the Subdivision Map Act.
As elements of the work are completed, Subdivider may request a maximum of two partial releases of
performance security. Partial releases shall be for not less than ten percent (10%) of the total
performance security for the tract and shall not reduce total performance security below the amount
necessary to complete the Improvements plus ten percent (10%) of the original amount. Partial releases
of performance security will be evaluated and may be granted, in whale or in part, by the City Engineer.
Requests for partial releases, setting Forth in detail the amount of work completed and the value thereof,
shall be made in writing to the City Engineer.
Labor & materials security shall remain in place until 90 days after all required tract improvements are
complete and accepted by the City Council.
Improvement Description
Performance
Labor & Materials
Rough Grading/PM 10/SWPPP
$
61,425
$
Street
$
1.088,125
$
Storm Drain
$
197,208
$
Concrete (Streets)
$
471,918
S -
Domestic Water
$
718,855
$
Sewer
$
455,180
$
Dry Utilities
$
396,000
$
Basin Landscaping
$
43,000
$ -
Monumentation
$
53,286
$
Totals
$
3,484,996
$
Standard 10% Contingency
$
348,500
$
Total Construction Cost
$
3,833,496
$
Professional Fees, Design 10%
$
383,350
$ -
Professional Fees, Const 10%
$
383,350
$
Bond Amount
$
4,600,195
$ -
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Bond #Q749871
SUBDIVISION IMPROVEMENTS
Tract Map No. 31681-3
61MI, .I:Le4V-191Z,IC
KNOW ALL MEN BY THESE PRESENTS:
THAT, the City Council of the City of La Quinta has approved the final map for Tract Map No.
31681-3 , prior to installation of certain designated public and private improvements required by the
Conditions of Approval for the subject map, in accordance with the California Map Act (Government Code
Section 66462)
WHEREAS, the City Council of the City of La Quinta, State of California, and
Sunrise LQ, LLC, a Delaware limited liability_ company hereinafter designated as ("principal") have entered into an agreement
whereby principal agrees to install and complete certain designated public and private improvements, which
said agreement, dated December28 , 20 18 , and identified as Tract Map No. 31681-3
is hereby referred to and made a part hereof; and
WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the
faithful performance of said agreement.
NOW, THEREFORE, we, the principal and International Fidelity Insurance Company , as
surety, are held and firmly bound unto the City of La Quinta hereinafter called ("City"), in the penal sum of
Eight Hundred Sixty Eight Thousand, ten DOLLARS ($ 868,010 ) lawful money of
the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs,
successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above bounded principal, his or its heirs, executors,
administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and
perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as
therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified,
and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City,
its officers, agents and employees, as therein stipulated, then this obligation shall become null and void;
otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore, there
shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by
City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the
terms of the agreement or to the work to be performed hereunder or the specifications accompanying the
same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such
change, extension of time, alteration or addition to the terms of the agreement or to the work or to the
specifications.
In witness whereof, this instrument has been duly executed by the principal and surety above named,
on December 28. 2018.
Sunrise LQ, LLC, a Delaware limited liability company
Principal
rs, ttC
.tts -Mea r
C,
gy. P
(Seal) Signature of Vdncipal
Title of Signatory
Surety
Heather M. V Mier Attome in-1--act
tq —I,'
(Seal) Si nature of Surety
Title of Signatorp
2400 E. Katella Ave., Suite 250
Anaheim, CA 92806
Address of Surety
714-602-9170 Ext. 20
Phone # of Surety
Marci Hayes
Contact Person For Surety
Bond #0765417
Annual Premium: $2,464
FAITHFUL PERFORMANCE BOND
(LQMC 6.16)
Fugitive Dust Control Bond
WHEREAS, the City of La Quinta, California, is prepared to authorize
Sunrise LQ. LLC , as Principal, to proceed with certain
construction activities pursuant to one, or more permits issued by the City, for various infrastructure
improvements and/or structures on, or associated with, privately -owned property generally known to
the City and others as Andalusia Country Club ; and
WHEREAS, all such construction and demolition activities must be performed in such
manner as to conform with La Quinta Municipal Code, Chapter 6.16, entitled Fugitive Dust Contro/to
reduce fugitive dust and corresponding PM10 emissions; and
WHEREAS, said Principal is required to ensure that Fugitive Dust Control Permit
prepared specifically for the subject construction site, is financially secure by furnishing security for
the faithful performance of the dust control activities required in the Fugitive Dust Mitigation Plan.
NOW therefore, we the Principal and Harco National Insurance Company , as
Surety, are held and firmly bound unto the City of La Quinta, as Obligee, in the penal sum of One
Hundred Thirty Six Thousand Five Hundred Dollars ($. 13..6.500 ) lawful
money of the United States, for the payment of which sum well and truly to be made, we bind
ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these
presents.
The condition of this obligation is such that if the above bonded Principal, his or its heirs, executors,
administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep
and perform the covenants, conditions and provisions in the said dust control plan and any alteration
thereof made as therein provided, on his or their part, to be kept and performed at the time and in the
manner therein specified, and in all respects according to their true intent and meaning, and shall
indemnify and save harmless the Obligee, its officers, agents and employees, as therein stipulated,
then this obligation shall become null and void; otherwise, it shall be and remain in full force and
effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore, there
shall be included costs and reasonable expenses and fees, including reasonable attorneys fees,
incurred by the Obligee in successfully enforcing such obligation, all to be taxed as costs and included
in any judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the
terms of the dust control plan or to the work to be performed there under or the specifications
accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive
notice of any such change, extension of time, alteration or addition to the terms of the dust control
plan or to the work, the specifications, or the conditions of approval of said plan.
Page 1 of 2
T Drive/Checklists — Forms & Applications/Standard Dust Control Bond Form
Fugitive Dust Control Bond
Tract No. 31681
Page 2 of 2
In witness whereof, this instrument has been duly executed by the Principal and Surety above
named, on —November 18th. 2019.
Sunrise LQ LLC
P 'Zal
(Seal) • IC—
Signature of inc_i/pal
P—� 5-
Title of Signatory
Marco National Insurance Com an
:Suzet
(Seal)
Signature o rety
dA6iezz-I,
J"Z
Title of Signa y — Heather M. Valtier, Attorney -In -Fact
702 Oberlin Road
_ Rallak h. NC 27605-0800
Address of Surety
714-602-6867
Phone # of Surety
Steve Kane
Contact Person for Surety
T Drive/Checklists — Forms & Applications/Standard Dust Control Bond Form
City of La Quinta
CITY COUNCIL MEETING: February 5, 2019
STAFF REPORT
AGENDA TITLE: APPROVE ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR ON-SITE IMPROVEMENTS FOR TRACT MAP NO. 31681-3 FOR THE
ANDALUSIA RESIDENTIAL DEVELOPMENT LOCATED ON THE NORTHWEST
CORNER OF MONROE STREET AND AVENUE 60
RECOMMENDATION
Approve the Assignment and Assumption Agreement for the on-site
improvements for Tract Map No. 31681-3 for the Andalusia residential
development; and authorize the City Manager to execute the agreement.
EXECUTIVE SUMMARY
•Coral Option I, LLC (Developer) entered into a subdivision improvement
agreement (SIA) for the on-site improvements in 2007. The developer
has sold its interest to Sunrise LQ, LLC.
•The Assignment and Assumption Agreement (Attachment 1) assigns the
subdivision improvement obligations to Sunrise LQ, LLC.
FISCAL IMPACT
None. A replacement bond has been submitted by Sunrise LQ, LLC to secure
the incomplete improvements.
BACKGROUND/ANALYSIS
On March 27, 2007, the City and the Developer entered into a SIA for Tract
Map No. 31681-3’s on-site improvements for the Andalusia development,
located on the northwest corner of Monroe Street and Avenue 60 (Attachment
2). The Developer has sold its interest to Sunrise LQ, LLC and desires to
assign the subdivision improvement obligations.
Sunrise LQ, LLC has submitted a replacement bond to secure the remaining
improvements, which include refurbishing building pads for lots 113-148,
paving, landscaping, and raising valves on private streets Ronda and Almeria.
Staff has received no public requests to complete the on-site improvements.
CONSENT CALENDAR ITEM NO. 7
59
ALTERNATIVES
Council may direct staff to revise or reject the agreement; however, staff
cannot identify modifications that would improve this agreement.
Prepared by: Bryan McKinney, P.E., City Engineer
Approved by: Danny Castro, Design and Development Director
Attachments: 1. Assignment and Assumption Agreement
2. Vicinity Map
60
V I C I N I T Y M A P
NOT TO SCALE
Tm 31681-3 andalusia
ATTACHMENT 2
65