ABTS Polo Villas Eleven - Estoppel Certificate Genesis 11 Lots TR 36279 2023-06-21DEVELOPMENT AGREEMENT
ESTOPPEL CERTIFICATE
(ABTS-PV 11 Property Loans & Deeds of Trust)
The City of La Quinta, a California municipal corporation and charter city organized and
existing under the Constitution of the State of the California ("City"), executes this Development
Agreement Estoppel Certificate ("Estoppel Certificate") with reference to the following:
Recitals
A. City and GTGF, LLC, a Delaware limited liability company ("GTGF"), as the original
developer, 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, and covers the real property described therein (the "DA Property").
B. GTGF, LLC assigned its interest in the Development Agreement to Saluda Grade Short
Term Rental Inc., a Maryland corporation ("SGSTR") pursuant to that certain
Assignment and Assumption of Development Agreement dated March 16, 2022
recorded in the Official Records of Riverside County, California on March 25, 2022,
as Instrument No. 2022-146080.
C. SGSTR partially assigned its interest in the Development Agreement to BUILD TO
STAY — POLO VILLAS, LLC, a Delaware limited liability company ("BTS-PV")
pursuant to that certain Partial Assignment and Assumption of Development
Agreement and Termination of Prior Assignments dated February 7, 2023, and
recorded in the Official Records of Riverside County, California on February 8, 2023,
as Instrument No. 2023-0037091, with respect to the portion of the DA Property
acquired by BTS-PV (the "BTS-PV Property"), which was more particularly
described in Exhibit B to that certain Agreement Regarding Insubstantial Modifications
to Development Agreement dated March 23, 2023 by and between the City and BTS-
PV, and recorded in the Official Records of Riverside County, California on May 24,
2023, as Instrument No. 2023-0084850 (the "Insubstantial Modifications
Agreement"). The BTS-PV Property, and portion of the Development Agreement
assigned along therewith, is not the portion of the DA Property defined herein below
as the "ABTS-PV 11 Property" and therefore is not subject to this Estoppel Certificate.
D. ABTS Polo Villas Eleven, LLC, a Delaware limited liability company ("ABTS-
PV 11"), is under contract and in escrow to acquire the fee interest to a portion of the
DA Property that is more particularly described in Exhibit A attached hereto and
incorporated herein by reference (the "ABTS-PV 11 Property"). As part of the
acquisition of the ABTS-PV 11 Property, SGSTR, ABTS-PV 11, and City will enter
into a Partial Assignment and Assumption of Development Agreement (the "ABTS-
PV 11 Partial Assignment Agreement") upon the terms and conditions therein and,
upon the closing of the escrow to acquire the ABTS-PV 11 Property, ABTS-PV 11 will
be a successor in interest of GTGF under the Development Agreement with respect to
the ABTS-PV 11 Property.
E. GENESIS CAPITAL, a Delaware limited liability company ("Genesis"), plans to make
certain loans (collectively, the "Loans") to ABTS-PV 11, which will each be secured
by, among other things, a Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (collectively, the "Deeds of Trust") executed by ABTS-
PV 11, as Trustor, for the benefit of Genesis, as Beneficiary, each encumbering a
portion of the ABTS-PV 11 Property.
City acknowledges that Genesis is relying on this Estoppel Certificate in making the Loans
secured by the Deeds of Trust, and City hereby represent and warrant to Genesis and covenants
and agree with Genesis as follows:
1. The Development Agreement is: (a) In full force and effect, (b) Has not been
terminated by the City, (c) Has not been modified or amended (to the City's actual knowledge)
except by the assignment and assumption agreements and Insubstantial Modification Agreement
listed above in the Recitals to this Estoppel Certificate, and (d) Is binding upon, and enforceable
by, for, and against, the City and, upon assignment from to SGSTR to ABTS-PV 11 pursuant to
the ABTS-PV 11 Partial Assignment Agreement, ABTS-PV 11 in accordance with its terms.
2. City has not delivered a written notice of default under the Development
Agreement, and to City's knowledge, the current owner of the ABTS-PV 11 Property, SGSTR, is
not in breach of the Development Agreement.
3. The City acknowledges that Genesis plans to make the Loans to ABTS-PV 11
secured by the Deeds of Trust. Accordingly, City hereby acknowledges that, upon recordation of
the Deeds of Trust in the Official Records of Riverside County, California, Genesis meets the
criteria under Article 7 of the Development Agreement, and, at such time, Genesis shall have all
the rights of a "Mortgagee" set forth in Article 7 of the Development Agreement, including,
without limitation, the right to receive all notices or demands delivered to ABTS-PV 11 in
connection with any breach or default of ABTS-PV 11 under the Development Agreement as well
as the right to cure any such breach or default. Upon Genesis recording the Deeds of Trust in the
Official Records of Riverside County, California, City hereby agrees that any and all such notices
or demands shall be sent to Genesis by (a) personal service; (b) registered or certified mail; (c)
recognized overnight courier service; or (d) electronic mail accompanied with a return receipt/return
read transmission. Any such notice or demand shall be addressed to Genesis as follows:
Genesis Capital, LLC, a Delaware limited liability company
15303 Ventura Boulevard, Suite 700
Sherman Oaks, CA 91403
Attention: Lending Department
With a copy to:
Buchatler
60 E South Temple, Suite 1200
Salt Lake City, UT 84111
Attention: Landon Hardcastle
4. This Estoppel Certificate shall be binding upon City and their respective successors
and assigns and shall inure to the benefit of and be enforceable by Genesis and its successors,
assigns and designees, including, but not limited to, any purchaser at a foreclosure sale or trustee's
sale, or person or entity receiving a deed (or assignment) in lieu of foreclosure (which successors,
assigns, designees, purchaser, person or entity shall be deemed to be included within the term
"Genesis" for purposes of this Estoppel Certificate).
IN WITNESS WHEREOF, City has duly executed, acknowledged and delivered this
Development Agreement Estoppel Certificate as of LklhA. , 2023.
CITY OF LA QUINTA,
a California municipal corporation ("City")
By:
ATTEST:
Monika Radeva,
APPROVED AS TO FORM
RUTTAN & TUCKER, LLP
Cte.A.
William H. Ihrke, City Attorney
, City Manager
EXHIBIT A
Legal Description of the ABTS-PV 11 Property
All that certain real property located in Riverside County, State of California, described as follows:
Lots 1 through 11 of Tract Map No. 36279, in the City 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.
Exhibit A