2023 - 33085 (2) ABTS Polo Villas, LLC - SIA On-Site Assignment & AssumptionMEMORANDUM
DATE: April 6, 2023 _z
TO: Monika Radeva, City Clerk
FROM: Amy Yu, Associate Engineer
RE: Assignment and Assumption Agreementsand Amendment to Development
Improvement Agreement for Tract Map 33085, Polo Villas
amai
CALIF[7R\f.l
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
Approved by City Council on February 21, 2023 Consent 7
City Manager's signing authority provided under the City's Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
Department Director's or Manager's signing authority provided under the City's
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
Bid RFP n RFQ n 3 written informal bids
Sole Source
USelect Source U Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
Agreement payment will be charged to Account No.:
Agreement term: Start Date April 6, 2023 End Date
N/A
Amount of Agreement, Amendment, Change Order, etc.: $
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
❑ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Date:
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
Business License No.
Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT
TRACT MAP NO. 33085
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made
and entered into as of the 11th day of April, 2023, by and among the CITY OF LA
QUINTA, a municipal corporation of the State of California ("City"), Build to Stay — Polo
Villas, LLC, a Delaware limited liability company ("Assignor"), and ABTS Polo Villas, LLC,
a Delaware limited liability company ("Assignee").
RECITALS
A. City, Assignor, and Desert Polo Land Company, LLC entered into that
certain Assignment and Assumption Agreement and Amendment to Subdivision
Improvement Agreement, dated April 6, 2023, pursuant to which Assignor, as the
"Subdivider" defined in the Subdivision Improvement Agreement for Tract No. 33085
(SIA), agreed to plan for, install, and construct certain public and/or private
improvements on Tract No. 33085 ("Tract"), as more fully described in Exhibit "A" of the
SIA ("Improvements").
B. Assignor is selling its interest in the Tract to Assignee. In conjunction with
such transfer, 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 all 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. By execution hereof, the City hereby consents to the foregoing
assignment and assumption.
LEGAL02/41174239v1
41
2. Replacement of Improvement Security. Pursuant to the SIA, Desert Polo
Land Company, LLC has furnished the City security for the Improvements in the form of:
(a) Faithful Performance Security in the amount of $434,481 for the following
improvements:
On -Site Improvements Description
Performance Amount
Mobilization
$ 29,923
Rough Grading & Walls
$ 112,520
Street
$ 74,147
Storm Drain
$ 47,062
Water
$ 16,300
Sewer
$ 15,200
Dry Utilities
$ 15,000
Basin Landscaping
$ 9,000
Monumentation
$ 10,000
Totals
$ 329,152
Standard 10% Contingency
$ 32,915
Total Construction Cost
$ 362,067
Professional Fees, Design 10%
$ 36,207
Professional Fees, Const 10%
$ 36,207
Security Amount
$ 434,481
(b) Other (Specify type and amount): No other security is currently being furnished
by Desert Polo Land Company, LLC to the City.
For purposes of this Assignment & Amendment, 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 & Amendment, it shall replace Desert Polo Land
Company, LLC's Improvement Security with security of its own in an amount equal to the
Improvement Security, 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 Desert Polo Land Company, LLC's
Improvement Security.
3. Solvency. As a material inducement to the City to enter into the Assignment
& Amendment, 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 & Amendment.
LEGAL02/41174239v 1
42
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 &
Amendment.
5. Counterparts. This Agreement may be executed in one or more
counterparts, which, taken together, shall constitute one complete and enforceable
agreement.
LEGAL02/41174239v 1
43
IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on the 10th day of April, 2023.
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
JOILLEN, CITY MANAGER
City of La Quinta, California
ATTEST:
MONIKA RADEVA, CITY CLERK
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
4/10/2023
Date
ASSIGNOR: Build to Stay — Polo Villas, LLC, a Delaware limited liability company
2425 S. Stearman Dr.
Chandler, AZ 85286
Ryan J Nelson
Its: q\,\(_.
4/6/2023
Date
Its: Date
ASSIGNEE: ABTS Polo Villas, LLC, a Delaware limited liability company
2425 S. Stearman Dr.
Chandler, AZ 85286
Ryan J NelsQn 4/6/2023
Its:
Date
Its: Date
LEGAL02/41174239v1
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
ABTS POLO VILLAS, LLC
2425 S. Stearman Dr., Suite 220
Chandler, AZ 85286
Attn: Ryan Nelson
6917169
DOC # 2023-0095731
04/04/2023 12:20 PM Fees: $23.00
Page 1 of 4
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: NORMA #248
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TITLE(S)
GRANT DEED
- OS (4)
DOC #2023-0095731 Page 2 of 4
RECORDING REQUESTED BY:
FIRST AMERICAN TITLE INSURANCE COMPANY
AND WHEN RECORDED RETURN TO:
ABTS POLO VILLAS, LLC
2425 S. Stearman Dr., Suite 220
Chandler, AZ 85286
Attn: Ryan Nelson
SPACE ABOVE THIS LINE IS FOR RECORDER'S USE
APN: 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)
TRA: 020 "0 56
The undersigned grantor(s) declare(s):
DOCUMENTARY TRANSFER TAX S 2,11.
computed on full value of property conveyed, or
IJ computed on full value less liens and encumbrances remaining at time of sale.
0 Unincorporated Area 111 City of La Quinta
GRANT DEED
FOR VALUE RECEIVED, BUILD TO STAY — POLO VILLAS, LLC, a Delaware limited
liability company ("Grantor"), hereby grants to ABTS POLO VILLAS, LLC, a Delaware
limited liability company ("Grantee"), all that certain real property (the "Pronertv") described
on Exhibit A attached hereto and incorporated herein by reference, together with all buildings and
improvements located thereon and any and all improvements, easements, privileges and rights
appurtenant thereto.
This conveyance is made subject to all matters of record, all matters which an inspection or survey
of the Property would disclose, real property taxes which are a lien but not yet due and payable
and all applicable laws and ordinances.
[signature page follows]
DOC #2023-0095731 Page 3 of 4
Dated:
, 2023 GRANTOR:
BUILD TO STAY — POLO VILLAS, LLC,
a Delaware limited liability company
By:
N e:
Title: Pk ES iD our
P cogaRe-) (ARA /Week) Idarral)
CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC
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 &Ion & )
) ss:
COUNTY OF havicor )
tt6YOLt0. CYtA•*.
On this 31 MO-4K , 2023, before me, the undersigned Notary Public, personally
appeared AN ref, G‘gt ere,' , who proved to me on the basis of satisfactory
evidence to be the Authorized Signatory of "6u1,14 +o 5A-AA/ , and acknowledged to me that
he executed the same in his authorized capacity, and that bythis 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
A Zo ki &. that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:30y4/2DI.4
2
ABRAHAM CRUZ
Notary Public - Arizona
Maricopa County
Commission # 634535
My Comm. Expires Jul 26, 2026
DOC #2023-0095731 Page 4 of 4
Exhibit "A"
LOTS 1 THROUGH 7 AND LETTERED LOTS B THROUGH E OF TRACT MAP NO. 33085,
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STA rE OF CALIFORMA, 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); 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)
CONSENT CALENDAR ITEM NO. 7
City of La Quinta
CITY COUNCIL MEETING: February 21, 2023
STAFF REPORT
AGENDA TITLE: APPROVE ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT FOR TRACT MAP NO.
33085, POLO VILLAS, A RESIDENTIAL DEVELOPMENT LOCATED WEST OF MADISON
STREET BETWEEN AVENUES 50 AND 52
RECOMMENDATION
Approve Assignment and Assumption Agreement and Amendment to Subdivision
Improvement Agreement for Tract Map No. 33085, Polo Villas, and authorize the City
Manager to execute said agreement upon receipt of a replacement security.
EXECUTIVE SUMMARY
• Tract Map No. 33085 was approved by City Council on December 5, 2017, for
seven (7) units.
• On January 17, 2023, City Council conditionally approved an Assignment and
Assumption Agreement and Amendment to Subdivision Improvement Agreement
(Agreement) for Tract Map No. 33085, assigning rights and obligations to Build to
Stay — Polo Villas, LLC upon receipt of a replacement security.
• Build to Stay — Polo Villas, LLC and capital partner recently created ABTS Polo
Villas, LLC (New Developer) and desires to assign the subdivision improvement
obligations to the New Developer.
• New Developer requests approval of a second Assignment and Assumption
Agreement and Amendment to Subdivision Improvement Agreement (Second
Agreement) for Tract Map No. 33085, Polo Villas.
FISCAL IMPACT
There is no fiscal impact to the City. New Developer will be submitting a replacement
security to guarantee construction of the improvements.
BACKGROUND/ANALYSIS
Polo Villas is a residential development located west of Madison Street between Avenues
50 and 52 (Attachment 1).
37
In December 2017, Desert Polo Land Company, LLC entered into a Subdivision
Improvement Agreement for Polo Villas. On January 17, 2023, City Council conditionally
approved the Agreement upon receipt of a replacement security. Build to Stay — Polo Villas,
LLC has not yet submitted a replacement security. Build to Stay — Polo Villas, LLC and
capital partner has recently created New Developer and is selling its interest in this tract to
New Developer. The City will execute the Second Agreement (Attachment 2) and release
Desert Polo Land Company's security upon receipt of the replacement security for Polo
Villas from New Developer.
ALTERNATIVES
Staff does not recommend an alternative.
Prepared by:
Approved by:
Amy Yu, Associate Engineer
Bryan McKinney, P.E., Public Works Director / City Engineer
Attachments: 1. Vicinity Map
2. Assignment and Assumption Agreement and Amendment to
Subdivision Improvement Agreement
38
TRACT MAP NO. 33085
V/STA
BONITA
TRAIL
ATTACHMENT 1
VICINITY MAP
NOT TO SCALE
39