2023 (03) Salude Grande STR Inc to Build To Stay - Polo Villas, LLC - Lots 1-11; Partial Assignment & Assumption of DA DOC # 2023-0037091RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of La Quinta
Attn: City Clerk
La Quinta City Hall
78-495 Calle Tampico
La Quinta, CA 92253
No Recording Fee (Government Code Sections 6103 and 27383)
DOC # 2023-0037091
02/08/2023 12:04 PM Fees: $0.00
Page 1 of 9
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
**This document was electronically submitted
to the County of Riverside for recording**
Receipted by: LISA #580
PARTIAL
ASSIGNMENT AND ASSUMPTION
OF DEVELOPMENT AGREEMENT
AND TERMINATION OF PRIOR ASSIGNMENTS
(Lots 1 through 7 and Lettered Lots B through E of Tract Map No. 33085)
This Partial Assignment and Assumption of Development Agreement ("Assignment and
Assumption") is made and entered into as of February 7th , 2023 by and between the SALUDA
GRADE SHORT TERM RENTAL INC., a Maryland corporation ("Assignor") and BUILD TO
STAY — POLO VILLAS. LLC. a Delaware limited liability company ("Assignee"), and is subject
to approval by the CITY OF LA QUINTA, a municipal corporation (the "City"). The Assignor
and Assignee are individually referred to herein as a "Party" and collectively referred to as the
``Parties."
RECITALS
This Assignment and Amendment is made and entered into with regard to the following facts, each
of which is acknowledged as true and correct by the Parties:
A. The City and GTGF, LLC, a Delaware limited liability company (`GTGF"),
entered into a development agreement on or about March 15, 2022 (the "Development
Agreement"). The Development Agreement was recorded in the Official Records of Riverside
County, California on April 18, 2022, as Instrument No. 2022-0182466. The Development
Agreement runs with the land and touches and concerns that certain real property in the City of La
Quinta, more particularly described in Exhibit A attached to this Assignment and Assumption and
incorporated herein by this reference (the "DA Property'). The Development Agreement is
incorporated herein by this reference.
B. Pursuant to the Development Agreement, GTGF, as "Developer," had the right to
transfer or assign all or any portion of its interests, rights or obligations under the Development
Agreement to third parties acquiring an interest or estate in all or any portion of the DA Property
to an Affiliated Party without prior approval of the City, as more specifically described in the
Development Agreement. "Affiliated Party" is defined in Section 1.1.1 of the Development
DOC #2023-0037091 Page 2 of 9
Agreement to mean "(i) any person or entity that directly or indirectly owns or has voting or
management rights of Developer or its members or managers. (ii) any entity that is directly or
indirectly owned, controlled or managed by Developer or its members or managers, or such
members' or managers' shareholders, or (iii) any entity that is a permitted assignee under the
Purchase/Sale Agreement which meets the criteria in either clause (i) or (ii) of this Section 1.1.1."
C. Assignor represents and warrants. upon which the City materially relies, that
Assignor is an "Affiliated Party" of GTGF, and, as such, on or about March 22, 2022, Assignor
acquired fee title to the DA Property.
D. All rights and obligations of the "Developer" under the Development Agreement
were assigned by GTGF, LLC to Assignor pursuant to that certain Assignment and Assumption of
Development Agreement recorded in the Official Records of Riverside County, California on
March 25, 2022, as Instrument No. 2022-146080.
E. On or about April 29, 2022 (the "Acquisition Date"), Assignee acquired fee title to
a portion of the DA Property, which is more particularly described on Exhibit B attached hereto
and incorporated herein by this reference (the "Property").
F. Assignee has provided written notice to the City of Assignee's intent to acquire the
rights and assume the obligations of the Developer under the Development Agreement with respect
to the Property, and Assignee has requested that the City approve said assignment and assumption.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties hereto agree as follows:
1. The foregoing recitals are hereby incorporated into this Assignment and Assumption by
this reference.
2. Assignee represents and warrants to the City, upon which the City materially relies, that
that Assignee has the financial capacity and wherewithal to develop the Property as contemplated
by the Development Agreement and will comply with the Developer's duties and obligations with
respect to the Property pursuant to the Development Agreement. The City finds that (i) Assignee
has represented and warranted its financial capacity to develop the Property as contemplated by
the Development Agreement and to perform all other duties and obligations under the
Development Agreement that are being assigned and assumed hereunder, and (ii) Assignor is not
in default under the Development Agreement.
3. The City hereby approves the substitution of Assignee as Developer with respect to the
Property under the Development Agreement as described in Paragraph 5 below. Where the term
"Developer" is used in the Development Agreement with respect to the Property, the term shall
refer to Assignee with respect to the rights and obligations expressly assigned hereby from and
after the date of this Assignment and Assumption (the ``Effective Date").
2
DOC #2023-0037091 Page 3 of 9
4. The address of Assignee is 2425 S. Stearman Dr., Suite 220, Chandler, Arizona 85286.
5. Effective as of the Effective Date (defined below), Assignor hereby assigns and delegates
to Assignee all rights, interests and obligations of the Developer arising from and related to the
Development Agreement with respect to the Property from and after the Acquisition Date, and
Assignee hereby accepts and assumes all such rights, interests and obligations arising from and
related to the Development Agreement with respect to the Property from and after the Acquisition
Date, and agrees to render performance of all Developer duties and obligations with respect to the
Property in accordance with the Development Agreement.
6. Effective as of the Effective Date (defined below), the City hereby releases Assignor from
any and all obligations or duties assumed by Assignee pursuant to this Assignment and
Assumption which accrue on or after the Acquisition Date, and any claims or damages of any kind
arising therefrom or related thereto.
7. The persons executing this Assignment and Assumption on behalf of each Party and the
City each warrant and represent that he or she has the authority to execute this Assignment and
Assumption on behalf of that Party and the City, as applicable.
8. The laws of the State of California shall govern this Assignment and Assumption and all
matters relating to it, and the venue of any action brought relating to this Assignment and
Assumption shall be in a state court in the County of Riverside, California.
9. In the event any party hereto brings an action or proceeding to enforce or interpret this
Assignment and Assumption, the prevailing party or parties shall be entitled to an award of
reasonable attorneys' fees and costs.
10. This Assignment and Assumption terminates, supersedes and replaces the Assignment and
Assumption of Development Agreement between Saluda Grade Short Term Rental Inc., and
Saluda Grade — AvantStay STR REIT 1 LLC, recorded on May 26, 2022, in the Official Records
of Riverside County, California as Instrument No. 2022-0243649. Additionally, this Assignment
and Assumption terminates, supersedes and replaces the Assignment and Assumption of
Development Agreement between Saluda Grade — AvantStay STR REIT 1 LLC and Build to Stay
— Polo Villas, LLC, recorded on May 26, 2022, in the Official Records of Riverside County.
California as Instrument No. 2022-0243650.
II. The "Effective Date" for this Assignment and Assumption shall be the date of recording in
the in the Official Records of Riverside County, California, after being fully executed and
notarized by the respective Parties and City hereto.
12. This Assignment and Assumption may be executed in several counterparts, each of which
shall constitute one and the same instru►nent and shall be binding upon the Parties and the City.
(Signatures on next page)
-3
DOC #2023-0037091 Page 4 of 9
WITNESS WHEREOF, Assignor, Assignee and the City have executed this Assignment and
Assumption as of the date first above written.
APPROVED:
ATTEST:
\115 a 3
Monika Radeva, City CCerk
4
SALUDA GRADE SHORT TERM
RENTAL INC.,
a Maryland corporation ("Assignor")
By:
Its:
j v" 7c9 (>c ( y^'
BUILD TO STAY — POLO VILLAS, LLC,
a Delaware limited liability company
("Assignee")
By:
Its: Vice President
CITY CIF T A f1T TTATT A
a _icipal corporation ("City")
a
By:
cMillen, City Manager
APPROVED AS TO FORM:
DOC #2023-0037091 Page 5 of 9
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.
NOTARY ACKNOWLEDGMENT
fvc to
STATE OF CALHFORNI)
�/ tv 1
COUNTY OF
On e ciVU4ey , before me, tee-YE/2
.�.Z
Notary Public, personally appeared nitro /tf C , 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.
PETER SPOSATO
NOTARY PUBLIC, STATE OF NEW YORK
Registration No, 01SP6361833
Qualified in Nassau County
Commission EfpArEtlyly 17, 201-'
WITNES my hand and official seal.
/Signatur
DOC #2023-0037091 Page 6 of 9
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.
NOTARY ACKNOWLEDGMENT
Florida
STATE OF eA>,1 ►'ki4I' )
Seminole
COUNTY OF R>t6' ?f )
02/07/2023 Karina P Randall Online Notary
On , before me,
Notary Public, personally appeared Ryan James Nelson , 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.
Ryan JarTles Nelson signed as VP on behalf of Build To Stay - Polo Villas LLC., he provided AZ drivers license.
I certify under PENALTY of PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
(Seal)
WITNESS my hand and official seal.
Signature Karina P Randall
Online Notary
Commission # HH 62995 Commission Expires 11/12/2024
oeliSlyrlp/, KARINA I PANDALL
y %`% Notary Public - State of Florida
o
•
Q Commission # HH 62995
Expires on November 12, 2024
Notarized online using audio -video communication
DOC #2023-0037091 Page 7 of 9
NOTARY ACKNOWLEDGMENT
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 February 7, 2023 before me, LAURIE McGINLEY, Notary Public, personally
appeared JON McMILLEN who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument, and
acknowledged to me that he executed the same in his authorized capacity, and that
by his signature on the instrument the person, or the entity upon behalf of which the
person 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.
WITNESS my hand and official seal.
LAURIE MCGINLEY
Notary Public • California ,`�
Riverside County
Commission 2377907
Comm, Expires Oct a, 2025
(notary seal)
POLO VILLAS: PARTIAL ASSIGNMENT & ASSUMPTION OF DEVELOPMENT
AGREEMENT
DOC #2023-0037091 Page 8 of 9
Exhibit A
Land Description
LEGAL DESCRIPTION OF REAL. PROPERTY
The and 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 11 OF TRACT MAP NO. 36279, IN THE. C1TY OF LA QUINTA,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. AS PER MAP FILED ON MAY 27.
2015 IN BOOK 445 OF MAPS, PAGES 62 AND 63, IN THE OFFICE. OF THE COUNTY
RECORDER OF SAID COUNTY.
For conveyancing purposes only: APNs
777-500-001 (Affects Lot t)
777-500-002 (Affects Lot 2)
777-500-003 (Affects Lot 3)
777-500-004 (Affects l.ot 4)
777-500-005 (Affects Lot 5)
777-500-006 (Affects Lot 6)
777-500-007 (Affects Lot 7)
777-500-008 (Affects Lot 8)
777-500-009 (Affects Lot 9)
777-500-010 (Affects Lot 10)
and
1..01 S 1 THROUGH 7 AND LETTERED LOTS B TF[ROUGII E OF TRACT MAP NO. 33085.
IN TILE CITY OF I_A 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 I) 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.)
12183-0001/1413104.2
DOC #2023-0037091 Page 9 of 9
EXHIBIT B
LEGAL DESCRIPTION of PROPERTY
Real property in the City of La Quinta, County of Riverside, State of California, described as follows:
LOTS 1 THROUGH 7 AND LE I I ERED 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.
APN: 777-500-016 (AFFECTS: LOT 1); 777-500-017 (AFFECTS: LOT 2); 777-500-018 (AFFECTS: LOT
3); 777-500-019 (AFFECTS: LOT 4); 777-500-020 (AFFECTS: LOT 5); 777-500-021 (AFFECTS: LOT
6); 777-500-022 (AFFECTS: LOT 7); 777-500-023 (AFFECTS: LOT B); 777-500-024 (AFFECTS: LOTS
C AND D); 777-500-025 (AFFECTS: LOT E)
[end of legal description]
12I83-0001/14131042