2023 (07) Saluda Grande STR Inc to ABTS Polo Villas Eleven, LLC - 11-Lots TR 36279 Partial Assign & Assump of DA 2023-06-20Recording Requested By:
First Integrity Title Company
RECORDING 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)
Exempt from fee GC 27388.1 (a)(2); PARTIAL
Recorded concurrently in connection ASSIGNMENT AND ASSUMPTION
with a transfer sublec1 to the imposition OF DEVELOPMENT AGREEMENT
of documentary transfer tax
DOC # 2023-0183200
06/27/2023 11:31 AM Fees: $0.00
Page 1 of 12
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
(Lots 1 through 11 of Tract Map No. 36279)
To Court-1e1QA
This Partial Assignment and Assumption of Development Agreement ("Assignment and
Assumption") is made and entered into as of June Y.o , 2023 by and between the SALUDA
GRADE SHORT TERM RENTAL 1NC., a Maryland corporation ("Assignor") and ABTS POLO
VILLAS ELEVEN, LLC, a Delaware limited liability company ("Assignee" or "ABTS-PV 11"),
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.
13. 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
Agreement to mean "(i) any person or entity that directly or indirectly owns or has voting or
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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. Preceding the recordation of this Assignment and Assumption in the Official
Records of Riverside County, California, Assignee acquired fee title to a portion of the DA
Property, which is more particularly described in Exhibit B attached hereto and incorporated
herein by this reference (the "Property" or "ABTS-PV 11 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 operate 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 operate 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 Effective Date (defined below).
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4. The address of Assignee is 2425 S. Stearman Dr., Suite 220, Chandler, Arizona 85286.
5. 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 Effective 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, 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 Effective 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. The "Effective Date" for this Assignment and Assumption shall be the date of recording 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 instrument and shall be binding upon the Parties and the City.
(Signatures on next page)
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IN WITNESS WHEREOF, Assignor, Assignee and the City have executed this
Assignment and Assumption as of the date first above written.
SALUDA GRADE SHORT TERM RENTAL INC.,
a Maryland corpo ssignor")
By: �i ���—
arr, President
ABTS POLO VILLAS ELEVEN, LLC,
a Delaware limited liability company
By: ATLANTIC BTSTAY JV HOLDINGS LLC,
a Delaware limited liability company
Its: Sole Member
By: ATLANTIC BTSTAY HOLDINGS, LLC,
a Delaware limited liability company
Its: Manager
By: BTS Promote — Atlantic I, LLC,
a Delaware limited liability company
Its: Manager
By: Build To Stay, LLC,
an Arizona limited liability
company
Its: Manager
By:
SIGNED IN COUNTERPART
Name: Andy Warren
Title: President
APPROVED: CITY OF LA QUINTA,
a municipal corporation ("City")
ATTEST:
SIGNED IN COUNTERPART
By:
SIGNED IN COUNTERPART
Jon McMillen, City Manager
APPROVED AS TO FORM:
SIGNED IN COUNTERPART
Monika Radeva, City Clerk William H. Ihrke, City Attorney
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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
New ae-ic
STATE OF C )
IVtw oC.jce? )
COUNTY OF IIIVLRSIDE )
On before me, ee c'S'Arn
Notary Public, personally appeared Timothy Carr, President of Salude Grade Short -Term Rental,
Inc., 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.
WITNESS my hand and official seal.
ignature
(Seal)
PETER SPOSATO
NOTARY PUBLIC, STATE OF NEW YORK
Registration No. 01SP6361833
Qualified In Nassau County
Commission Expires July 17, 202 5
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IN WITNESS WHEREOF, Assignor, Assignee and the City have executed this
Assignment and Assumption as of the date first above written.
SALUDA GRADE SHORT TERM RENTAL INC.,
a Maryland corporation ("Assignor")
By:
SIGNED IN COUNTERPART
Timothy Carr, President
ABTS POLO VILLAS ELEVEN, LLC,
a Delaware limited liability company
By: ATLANTIC BTSTAY JV HOLDINGS LLC,
a Delaware limited liability company
Its: Sole Member
By: ATLANTIC BTSTAY HOLDINGS, LLC,
a Delaware limited liability company
Its: Manager
By: BTS Promote — Atlantic 1, LLC,
a Delaware limited liability company
Its: Manager
By: Build To Stay, LLC,
an Arizona limited liability
company
Its: Mana
By:
Nam -Andy Warren
Title: President
APPROVED: CITY OF LA QUINTA,
a California municipal corporation ("City")
By: SIGNED IN COUNTERPART
Jon McMillen, City Manager
ATTEST: APPROVED AS TO FORM:
SIGNED IN COUNTERPART
SIGNED IN COUNTERPART
Monika Radeva, City Clerk William H. Ihrke, City Attorney
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US ACTIVE\123883123\V-2
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.
1-
NOTARY ACKNOWLEDGMENT
STATE OF 4121 Z O M A- )
COUNTY OF 1niorP I CO Pry- )
On ?0/.2 i%OZ3 , before me, Vi Lh i KI E Ei646)
Notary Public, personally appeared Andy Warren, President, 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.
NANCY KAYE EAGLEY
NOTA P SLIC - ARIZONA
MAWORA COUNTY
COMMISSION # 593798
MY COMMISSION EXPIRES
JANUARY 12, 2025
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WITNESS my hand and official seal.
Signature
„el,ecieetie.
Government Code 27361.7
I certify under penalty of perjury that the Notary Seal on the document to which this statement is
attached reads as follows:
NAME OF THE NOTARY: Oayte-t 14 `1Pi eali t l
DATE COMMISSION EXPIRES: �J4 L Y7 !Z7 202
COMMISSION NUMBER:
593761S
M�IrIC-0�01
MANUFACTURE ENDOR NUMBER:
SIGNATURE: L.• [/if — AT: SANTA ANA DATE: 612� �2a
COUNTY WHERE BOND IS FILED:
I certify under penalty of perjury and the laws of the State of California that the illegible portion of
this document to which this statement is attached read as follows:
SIGNATURE:
DATE: AT: SANTA ANA
IN WITNESS WHEREOF, Assignor, Assignee and the City have executed this
Assignment and Assumption as of the date first above written.
APPROVED:
ATTEST:
Monika Ra•eva, Ci
SALUDA GRADE SHORT TERM RENTAL INC.,
a Maryland corporation ("Assignor")
SIGNED IN COUNTERPART
By:
Timothy Carr, President
ABTS POLO VILLAS ELEVEN, LLC,
a Delaware limited liability company
By: ATLANTIC BTSTAY JV HOLDINGS LLC,
a Delaware limited liability company
Its: Sole Member
By: ATLANTIC BTSTAY HOLDINGS, LLC,
a Delaware limited liability company
Its: Manager
By: BTS Promote — Atlantic 1, LLC,
a Delaware limited liability company
Its: Manager
By: Build To Stay, LLC,
an Arizona limited liability
company
Its: Manager
By:
SIGNED IN COUNTERPART
Name: Andy Warren
Title: President
CITY OF LA QUINTA,
a Cali a municipal corporation ("City")
By:
cMillen, City Manager
APPROVED AS TO FORM:
William H. Ihrke, City Attorney
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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 June 21, 2023 before me, MONIKA RADEVA, Notary Public, personally
appeared JON McMILLEN (as City Manager for the City of La Quinta) 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(iec), 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.
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.
Signature:
MONIIUI RADEVA
Notary Public - California
Riverside County
Commission # 2334260
Hy Comm. Expires Oct 22, 2024
(notary seal)
DOCUMENT: ?o--
Polo Villas —2"--Assignment and Assumption of Development Agreement by and
between the Saluda Grande Short Term Rental Inc., a Maryland corporation
("Assignor") and ABTS Polo Villas Eleven, LLC, a Delaware limited liability company
("Assignee"); Lots 1 through 11 of Tract Map No. 36279
EXHIBIT A
LEGAL DESCRIPTION OF DA PROPERTY UNDER DEVELOPMENT AGREEMENT
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.
APN: 777-500-001
APN: 777-500-002
APN: 777-500-003
APN: 777-500-004
APN: 777-500-005
APN: 777-500-006
APN: 777-500-007
APN: 777-500-008
APN: 777-500-009
APN: 777-500-010
APN: 777-500-011
And
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.
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)
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EXHIBIT B
LEGAL DESCRIPTION of ABTS-PV 11 PROPERTY
Real property in the City of La Quinta, County of Riverside, 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.
APN: 777-500-001
APN: 777-500-002
APN: 777-500-003
APN: 777-500-004
APN: 777-500-005
APN: 777-500-006
APN: 777-500-007
APN: 777-500-008
APN: 777-500-009
APN: 777-500-010
APN: 777-500-011
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