2022 (02) Saluda Grade STR Inc to Saluda Grande-AvantStay STR REIT I LLC - Assignment & Assumption of DA DOC # 2022-0243649DOC # 2022-0243649
05/26/2022 11:00 AM Fees: $0.00
Page 1 of 11
Recorded in Official Records
County of Riverside
Peter Aldana
RECORDING REQUESTED BY
Assessor -County Clerk -Recorder
AND WHEN RECORDED MAIL TO:
**This document was electronically submitted
City of La Quinta
to the County of Riverside for recording"
78-495 Calle Tampico
Receipted by: KAREN #277
La Quinta, CA 92253
Attn: City Clerk
b532oM (Space Above For Recorder's Use)
(Exempt from Recording Fee per Gov't Code §6103 and §27383)
ASSIGNMENT AND ASSUMPTION
OF DEVELOPMENT AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
("Assignment") is made as of the -9 day of April, 2022, by and among SALUDA GRADE
SHORT TERM RENTAL INC., a Maryland corporation ("Assignor's, and SALUDA GRADE
— AVANTSTAY STR REIT I LLC, a Delaware limited liability company ("Assignee"), with
reference to the following facts:
RECITALS
A. GTGF, LLC, a Delaware limited liability company ("GTGF"), entered into that
certain Development Agreement (the "Agreement"), dated March 15, 2022, by and between the
City Of La Quinta, a California municipal corporation and charter city organized and existing
under the Constitution of the State of California ("City'), on the one hand, and GTGF, on the other
hand, for the development of, among other real property, certain vacant real property consisting of
7 unimproved residential lots with Assessor Parcel Numbers("APNs") 777-500-016 thru -022 and
777-500-025, in the City of La Quinta, County of Riverside, State of California, as more
particularly described in the legal descriptions in Exhibit A attached hereto and incorporated
herein by this reference (each individual lot may be referred to herein as "One of the Properties",
and collectively, the "Property"), and more particularly depicted with corresponding APNs on the
Site Map attached hereto as Exhibit R and incorporated herein by this reference (the "Site").
B. To enable construction on the Property, the City approved the Agreement, City's
General Plan, Final Tract Maps, Specific Plan, Project Site Development Permits, Future Tract
Maps, and all other Project Approvals, as those terms are defined in the Agreement.
C. GTGF assigned the Agreement to Assignor pursuant to an Assignment and
Assumption of Development Agreement dated as of March 16, 2022, recorded March 25, 2022 as
Doc # 2022-0146080 in the Official Records of Riverside County, California.
D. Section 1.8 of the Agreement provides the parameters within which Assignor may
assign its rights and obligations in the Agreement with the consent of the City, which include
notice to the City of Assignor's desire to assign, and an opportunity for the City to consent to the
assignment.
E. Assignor now desires to assign and delegate, and Assignee desires to accept and
assume, all of Assignor's rights and obligations under the Agreement in accordance with the terms
and conditions set forth herein, but only with respect to the Property (in addition to the Property,
the Agreement also includes certain real property consisting of eleven (11) single family residence
(SFR) properties located on multiple parcels at the addresses 51005-51205 Evangeline Way, La
Quinta, CA 92553, however such SFR properties are not included in this Assignment).
F. City has approved the Assignment in accordance with the terms and conditions set
forth herein and in the Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee do hereby agree as follows:
1. Assignment and Assumption. As of the Effective Date (as defined in Paragraph 9
below), Assignor hereby assigns to Assignee all of Assignor's right, title and interest whenever
accruing, and all of Assignor's duties and obligations, under the Agreement which accrue on and
after the Effective Date. Assignee accepts the foregoing assignment, and assumes Assignor's
duties and obligations under the Agreement which accrue on and after the Effective Date.
2. Indemnity. Assignor hereby agrees to indemnify, defend and hold Assignee
harmless from and against any and all claims, actions, damages, proceedings, costs and expenses,
including, without limitation, reasonable attorneys' fees, arising from or in any way relating to the
Agreement and the performance of the obligations thereunder accruing prior to the Effective Date
of this Assignment. Assignee hereby agrees to indemnify, defend and hold harmless Assignor
from and against any and all claims, actions, damages, proceedings, costs and expenses, including,
without limitation, reasonable attorneys' fees, arising from or in any way relating to the Agreement
and the performance of the obligations thereunder accruing on or subsequent to the Effective Date
of this Assignment.
3. Attorneys' Fees. In any action or proceeding arising out of this Assignment, or the
transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the
other party thereto the reasonable attorneys' and paralegals' fees, court costs, filing fees,
publication costs and other expenses incurred by the prevailing party in connection therewith, at
trial and all appellate proceedings.
4. City Consent to Assigning . Effective as of the Effective Date, City hereby
consents to the Assignment and hereby fully releases and forever discharges Assignor from any
and all obligations to City under the Agreement for the Property.
5. Entire Agreement. This Agreement represents the final and entire agreement
between the parties in connection with the subject matter hereof, and may not be modified except
by a written agreement signed by both Assignor and Assignee.
6. Governing Law. This Agreement has been prepared, negotiated, and executed in,
and shall be construed in accordance with, the laws of the State of California, without regard to
conflict of law rules.
-2-
7. Cooperation. The parties agree to cooperate and coordinate with each other as
reasonably necessary in connection with the parties' performance of their respective obligations
under the Agreement or any joint obligations thereunder which may exist from time to time;
provided, however, that the parties do not intend by this provision to increase or create any
additional obligations for either party under the Agreement.
8. Successors and Assigns. This Assignment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal representatives, successors and
assigns.
9. Effective Date. For purposes of this Assignment, the Effective Date shall be the
date this Assignment is recorded in the Official Records of Riverside County, California.
10. Counterparts. This Assignment may be executed in any number of counterparts by
each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be
an original, but all such counterparts put together shall constitute but one and the same Assignment.
11. Address. Assignee's address is:
Saluda Grade — Avantstay STR REIT I LLC
c/o AvantStay Investments, LLC
P.O.Box 35539
Los Angeles, cA 90035
(remainder of page intentionally left blank;
signatures on following pages)
-3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
ASSIGNOR:
SALUDA GRADE SHORT TERM RENTAL
INC., a Maryland corporatioia-
By:
Name: - - - vyci yr ca-e
Its: 1r�
(Signatures continue on the following page)
(Signatures continued from previous page)
Assignee:
SALUDA GRADE — AVANTSTAY STR REIT I,
a Delaware limited liability company
By: Saluda Grade Short Term Rental Inc.,
a Maryland corporation, its sole member
By:
Name(..
ame( 7#1xz f7f� cef--r- C—
I ts:
511
ACKNOWLEDGEMENT
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 ofC-aff6rBia )
County of N kJ /cam
a
On l!l�t'i 3 , �ZZ before me, � � 6S A- M ,
insert name and title of the officer)
Notary Public, personally appeared �'I�rfl-E`( CAP
__
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.
Signatu
(Seal)
PETER SPOSATO
NOTARY PUBLIC' STATE OF NEW YORK
Fieglst lon No. 01SP6361833
Qualified In Nawau County
C,pmmisslon Ex rss dul i7, 20 �r
ACKNOWLEDGEMENT
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 Cra fmma )
County of &J'u f
On / V A I �� otZZ , before me,
(insert name and title of the officer)
Notary Public, personally appeared _ %/�t't d M 1
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.
(Seal)
PETER SPOSATO
NOTARY PUBLIC, STATE OF NEW YORK
Registration No. OISPM1833
Qualified in Nassau County
Commission E Iles Jul 17. 20
EXHIBIT "A"
PROPERTY DESCRIPTION
The land referred to herein below is situated in the City of La Quinta, County of Riverside, State
of California, and is described as follows:
LOTS 1 THROUGH 7 AND LETTERED LOTS B THROUGH E OF TRACT MAP NO. 33085,
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 460, PAGES 25 AND 26, OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
For conveyancing purposes only:
APN 777-500-016 (Affects: Lot 1)
APN 777-500-017 (Affects: Lot 2)
APN 777-500-018 (Affects: Lot 3)
APN 777-500-019 (Affects: Lot 4)
APN 777-500-020 (Affects: Lot 5)
APN 777-500-021 (Affects: Lot 6)
APN 777-500-022 (Affects: Lot 7)
APN 777-500-023 (Affects: Lot B)
APN 777-500-024 (Affects: Lots C and D)
APN 777-500-025 (Affects: Lot E)
EXHIBIT B
SITE MAP
[Attached]
EXHIBIT B
SITE MAPS
'r+
,'stir'-
iT 777.50U fl15
t .s00-01:
11 .
777.500-019
S mil'••• . .. �.'
777.500.019
r■.r.. T
�fFi P.777.500-022
777.SOO.021
777.500.020
EXHIBIT B