2023 (06) Build To Staty Polo Villas to ABTS Polo Villas - Lots 1-7 & B-E; TM 33085; Partial Assign & Assump of DA DOC # 2023-0095732,RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
City of La Quinta
Attn: City Clerk
La Quinta City Hall
78-495 Calle Tampico
La Quinta, Ca 92253
6917169
DOC # 2023-0095732
04/04/2023 12:20 PM Fees: $52.00
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: NORMA #248
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TITLE(S)
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
Exempt from fees per GC 27388.1(a)(2);
and GC 27388.2(b)(1); recorded concurrently in
connection with a transfer subject to the
Imposition of documentary transfer tax
DOC #2023-0095732 Page 2 of 9
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of La Quinta
Attn: City Clerk
La Quinta City Hall
78-495 Calle Tampico
La Quints, CA 92253
Exempt Recording Fee (Government Code Sections 6103 and 27383)
(90 0161
ASSIGNMENT AND ASSUMPTION
OF DEVELOPMENT AGREEMENT
(Lots 1 through 7 and Lettered Lots B through E of Tract Map No. 33085)
This Assignment and Assumption of Development Agreement ("Assignment and
Assumption") is made and entered into as of Aril 3 , 2023 by and between the BUILD
TO STAY — POLO VILLAS, LLC, a Delaware limited liability company ("Assignor") and ABTS
POLO VILLAS, LLC, a Delaware limited liability company ("Assignee"). 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 entered into a development agreement on or about
March 15, 2022 ("the Original Agreement"). The Original Agreement was recorded in the Official
Records of Riverside County, California on April 18, 2022, as Instrument No. 2022-0182466. The
Development Agreement is incorporated herein by this reference.
B. The Original Agreement covers certain real property located in La Quinta
California as more particularly described in the Original Agreement (the "DA Property").
C. On or about April 29, 2022, Assignor acquired fee title to a portion of the DA
Property, which is more particularly described on Exhibit A attached hereto (the "Property").
D. All rights and obligations of the "Developer" under the Original Agreement with
respect to the Property were assigned by Saluda Grade Short Term Rental Inc. to Assignor pursuant
to that certain Partial Assignment and Assumption of Development Agreement and Termination
of Prior Assignments recorded in the Official Records of Riverside County, California on February
8, 2023, as Instrument No. 2023-0037091.
ACTIVE/121018413.2
Exempt from fees per GC 27388.1(a)(2);
and GC 27388.2(b)(1); recorded concurrently in
connection with a transfer subject to the
imposition of documentary transfer tax
DOC #2023-0095732 Page 3 of 9
E. The Original Agreement, solely with respect to the Property, was amended by the
City and Assignor pursuant to that certain Agreement Regarding Insubstantial Modifications to
Development Agreement dated March 23, 2023 and recorded in the Official Records of Riverside
County, California on March 24, 2023 as Instrument No. 2023-0084850 (the "DA Insubstantial
Modification"). The Original Agreement as amended by the DA Insubstantial Modification is
hereinafter referred to as the "Development Agreement".
F. On or about Apri I 3 , 2023 (the "Acquisition Date"), Assignee acquired
fee title to the Property.
G. Section 1.8 of the Development Agreement provides the parameters within which
Assignor may assign its rights and obligations in and to the Development Agreement with respect
to the Property without the consent of the City La Quinta (the "City"), which includes transfers to
an Affiliated Party (as defined in the Development Agreement).
H. Assignee meets the definition of an Affiliated Party, as Assignee is indirectly
managed by the sole member and manager of Assignor.
I. Assignor now desires to assign and delegate, and Assignee desires to accept and
assume, all of as Assignor's rights and obligations under the Development Agreement in
accordance with the terms and conditions set forth herein.
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. 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 as first above written
(the "Effective Date").
3. The address of Assignee is 2425 S. Stearman Dr., Suite 220, Chandler, Arizona 85286,
Attn: Ryan Nelson, Email: rvan@build-to-stay.com.
4. Effective as of the Effective Date, 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.
- 2 -
ACTrVE/121018413.2
DOC #2023-0095732 Page 4 of 9
5. 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 attorney's fees, arising from or in any way relating to the Development
Agreement and the performance of the obligations thereunder accruing on or subsequent to the
Effective Date. Assignor hereby agrees to indemnify, defend and hold harmless Assignee from
and against any and all claims, actions, damages, proceedings, costs, and expenses, including,
without limitation, reasonable attorney's fees, arising from or in any way relating to the
Development Agreement and the performance of the obligations thereunder accruing prior to the
Effective Date.
6. The persons executing this Assignment and Assumption on behalf of each Party each
warrant and represent that he or she has the authority to execute this Assignment and Assumption
on behalf of that Party.
7. 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.
8. 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.
9. This Assignment and Assumption may be executed in several counterparts, each of which
shall constitute one and the same instrument and shall be binding upon the Parties.
(Signatures on next page)
- 3 -
ACTIVE/121018413.2
DOC #2023-0095732 Page 5 of 9
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and
Assumption as of the date first above written.
-4-
BUILD TO STAY — POLO VILLAS, LLC,
a Delaware limited liability company
("Assigner)
By:
Its:
ABTS POLO VILLAS, a
Delaware limited liability company
("Assignee"
By:
Its:
?Pe bowl , Ana {.trey
ACTIVE/121018413.2
DOC #2023-0095732 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.
)(621a(` '
STATE OF 467,111e.. )
COUNTY OF MtU41 'Ct. )
On a 313112.0Z3 before me, !! bsraj'14 141 C 1zt , Notary
Public, personally appeared RndttlA) wa , 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.
Amiga
I certify under PENALTY of PERJURY under the laws of the State of Galifefnia that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
ABRAHAM CRUZ
Notary ?ic-Arizona
Manc.:pa ::, unty
Commission = 654515
My Comm. Expires Ja: ZC, 2026
ACTIVE/121018413.2
DOC #2023-0095732 Page 7 of 9
ILLEGIBLE NOTARY SEAL DECLARATION
Government Code Section 27361.7
I certify under penalty of perjury that the notary seal on the document to which this
statement attached reads as follows:
Name of Notary: Abraham Cruz
Date Commission Expires: July 26, 2026
Notary Identification No: 634535
(for Notaries commissioned at 1/1/92)
ManufacturerNendor Identification No:
(for Notaries commissioned at 1/1/92)
Place of Execution of this Declaration: Glendale, CA
Date: April 3, 2023
First American Title
Signature (Firm name if any)
DOC #2023-0095732 Page 8 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
lxiOt Xe..10463101ANYVI
STATE OF )
}
COUNTY OF MQVI a,est, )
On 05 ('Si 17ol3 , before me, Abra,hct.ni Cn17- , Notary
Public, personally appeared Ahraret., £ J41l-etN , 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-Gftliforrha that the
foregoing paragraph is true and correct.
WITNESS my hand xi official se
Signature
(Seal)
ABRRANAM CRUZ
Notary Public - Arizona
Maricopa County
Commission # 634535
My Comm. Expires Jul 26, 2026
ACTIVE/121018413.2
DOC #2023-0095732 Page 9 of 9
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
Lots 1 through 7 and Lettered Lots B through E of Tract Map Number 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.
APNs: f500-016 through 025, inclusive
777
ACTIVE/121018413.2