ABTS Polo Villas Eleven - Estoppel Certificate Genesis 7-Lots TR 33085 2023-07-19DEVELOPMENT AGREEMENT
ESTOPPEL CERTIFICATE
(7 Lots Property Construction Loan & Construction Deed 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 "7 Lots 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 March 24,
2023, as Instrument No. 2023-0084850 (the "Insubstantial Modifications
Agreement"). The Insubstantial Modifications Agreement, among other terms and
conditions, modified specified sections relating to Mortgage Protection in Article 7 and
the "Schedule of Performance" in the Development Agreement. The 7 Lots Property,
and portion of the Development Agreement assigned along therewith, is the portion of
the DA Property described in Exhibit A attached to this Estoppel Certificate and
incorporated herein by this reference.
D. ABTS Polo Villas, LLC, a Delaware limited liability company ("ABTS-PV") acquired
a fee interest in the 7 Lots Property, and as part of the acquisition of the 7 Lots Property
ABTS-PV and BTS-PV entered into an Assignment and Assumption of Development
Agreement dated April 3, 2023, and recorded in the Official Records of Riverside
County, California on April 4, 2023, as Instrument No. 2023-0095732, upon the terms
and conditions therein and is a successor in interest of GTGF under the Development
Agreement with respect to the 7 Lots Property.
E. ABTS Polo Villas Eleven, LLC, a Delaware limited liability company ("ABTS-
PV 11"), acquired the fee interest to another portion of the DA Property that is more
particularly described in Exhibit A attached to a separate Development Agreement
Estoppel Certificate dated June 21, 2023 (the "ABTS-PV 11 Property"), and, as part
of the acquisition of the ABTS-PV 11 Property, SGSTR, ABTS-PV 11, and City
entered into a Partial Assignment and Assumption of Development Agreement dated
June 20, 2023, and recorded in the Official Records of Riverside County, California on
June 27, 2023, as Instrument No. 2023-0183200 (the "ABTS 11 Partial Assignment
Agreement") upon the terms and conditions therein and is a successor in interest of
GTGF under the Development Agreement with respect to the ABTS-PV 11 Property.
The ABTS-PV 11 Property, and portion of the Development Agreement assigned along
therewith, is not the portion of the DA Property defined herein as the "7 Lots Property"
and therefore is not subject to this Estoppel Certificate.
F. The Insubstantial Modifications Agreement was modified by that certain First
Amendment to Insubstantial Modifications Agreement, entered into by the City and
BTS-PV ("First Amendment"), prior to or of even date as this Estoppel Certificate,
which modified the Schedule of Performance. The First Amendment is to be recorded
in the Official Records of Riverside County, California.
G. GENESIS CAPITAL, a Delaware limited liability company ("Genesis"), plans to make
a loan (the "Construction Loan") to ABTS-PV, which will be secured by, among other
things, a Construction Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (the "Construction Deed of Trust") executed by ABTS-
PV, as Trustor, for the benefit of Genesis, as Beneficiary, encumbering the 7 Lots
Property.
City acknowledges that Genesis is relying on this Estoppel Certificate in making the
Construction Loan secured by the Construction Deed of Trust, and City hereby represents and
warrants to Genesis and covenants and agrees 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 Modifications Agreement,
as amended, as identified above in the Recitals to this Estoppel Certificate, and (d) Is binding upon,
and enforceable by, for, and against, the City and ABTS-PV in accordance with its terms.
2. City has not delivered a written notice of default under the Development
Agreement, and to City's knowledge ABTS-PV is not in breach of the Development Agreement
as modified by the Insubstantial Modifications Agreement and First Amendment.
3. The City acknowledges that Genesis plans to make the Construction Loan secured
by the Construction Deed of Trust. Accordingly, City hereby acknowledges that Genesis meets
the criteria under Article 7 of the Development Agreement as modified by the Insubstantial
Modifications Agreement, Genesis shall have all the rights of a "Mortgagee" set forth therein,
including, without limitation, the right to receive all notices or demands delivered to ABTS-PV in
connection with any breach or default of ABTS-PV under the Development Agreement (as
amended/insubstantially modified) as well as the right to cure any such breach or default. 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 , 2023.
CITY OF LA QUINTA,
a California municipal corporation ("City")
By:
Jon McM
ATTEST:
Monika Radeva, City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
WilliamH [hrke, CityAttorney
At[ y
n, City Manager
EXHIBIT A
Legal Description of the 7 Lots Property
All that certain real property located in Riverside County, State of California, described as follows:
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); 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).
Exhibit A