2023 (09) ABTS Polo Villas Eleven, LLC - Partial Assign & Assump of DA DOC # 2023-083200;2023-06-27Recording 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)
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
Exempt from fee GC 27388.1 (a)(2); PARTIAL
Recorded concurrently in connection ASSIGNMENT AND ASSUMPTION
with a transfer sublect to the imposition OF DEVELOPMENT AGREEMENT
of documentary transfer tax
(Lots 1 through 11 of Tract Map No. 36279)
iVl COuri +r
This Partial Assignment and Assumption of Development Agreement ("Assignment and
Assumption") is made and entered into as of June go , 2023 by and between the SALUDA
GRADE SHORT TERM RENTAL INC., 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.
B. 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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DOC #2023-0183200 Page 2 of 12
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.
q. 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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DOC #2023-0183200 Page 3 of 12
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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DOC #2023-0183200 Page 4 of 12
IN WITNESS WHEREOF, Assignor, Assignee and the City have executed this
Assignment and Assumption as of the date first above written.
APPROVED:
SALUDA GRADE SHORT TERM RENTAL INC.,
a Maryland corpoii " ssignor")
iii.. parr, President
By:
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 IiabiIity 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: 8lgned 1;(1couvtierp
Name: Andy Warren
Title: President
CITY OF LA QU NTA,
a municipal corporation ("City")
By: signed inn Cou+n e -pyr
Jon McMillen, City Manager
ATTEST: APPROVED AS TO FORM:
Monika Radeva, City Clerk William H. Ihrke, City Attorney
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US ACTIVE1123883123W-2
DOC #2023-0183200 Page 5 of 12
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.
co NOTARY ACKNOWLEDGMENT
Nett) la (Mc-
STATEOFC )
IL/bk.) e,
COUNTY OF RIVER -SIDE )
On (wk' Z°, 3 , before me,
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.
(Seal)
PETER SPOSATO
NOTARY PUBLIC, STATE OF NEW YORI(
Registration No. 01SP6361833
Qualified In Nassau County
Commission Expires July 17, 2025
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US ACTIVE11238831231V-2
DOC #2023-0183200 Page 6 of 12
IN WITNESS WHEREOF, Assignor, Assignee and the City have executed this
Assignment and Assumption as of the date first above written.
APPROVED:
ATTEST:
SALUDA GRADE SHORT TERM RENTAL INC.,
a Maryland corporation ("Assignor")
By: 910'44 }-;(1 couq+ 0'
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 - . ndy Warren
Title: President
CITY OF LA QUINTA,
a California municipal corporation ("City")
By: 511 vied iYi Couvtlexpq -f
Jon McMillen, City Manager
APPROVED AS TO FORM:
Monika Radeva, City Clerk William H. Ihrke, City Attorney
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US ACTIVE11238831231V-2
DOC #2023-0183200 Page 7 of 12
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
STATE OF calzt z 0 N A- )
COUNTY OF tv-vma co PR
On 6/a i% OL3 , before me, A)'-AM`i /(1-t'E moi$ 64 E
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':,
NOT g�LLIC - ARIZONA
MAINCOPA COUNTY
COMMISSION # 593788
MY COMMISSION EXPIRES
JANUARY 12, 2025
U5 ACTIVE11238831231V-2
WITNESS my hand and official seal.
C___./h7ge eteefoe
Signature
DOC #2023-0183200 Page 8 of 12
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 f Clot
US ACTIVE1123883123\V-2
SALUDA GRADE SHORT TERM RENTAL INC.,
a Maryland corporation ("Assignor")
SIGNED IN COUNTERPART
By:
Timothy Carr, President
ABTS POLO VILLAS ELEVEN, LLC,
a Delaware Iimited 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 Iimited liability company
Its: Manager
By: Build To Stay, LLC,
an Arizona limited liability
company
Its: Manager
SIGNED IN COUNTERPART
By:
Name: Andy Warren
Title: President
CITY OF LA QUINTA,
a Cali a municipal corporation ("City")
By:
cMillen, City Manager
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APPROVED AS TO FORM:
William H. Ihrke, City Attorney
DOC #2023-0183200 Page 9 of 12
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 persons) whose
name) islarc subscribed to the within instrument, and acknowledged to me that
helshelt#ey executed the same in hist4er4theic authorized capacity(ics), and that
by his/her/their signaturc(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.
Signature:
MONIKA PADEVA
Notary Public - California
Riverside County
Commtssfon # 2334260
My Comm. Expires Oct 22, 2024
(notary seal)
DOCUMENT:
Polo Villas -Y-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
DOC #2023-0183200 Page 10 of 12
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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DOC #2023-0183200 Page 11 of 12
EXHIBIT B
LEGAL DESCRIPTION of 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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DOC #2023-0183200 Page 12 of 12
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: (JZVI&/ ea 1 j)�j-%
DATE COMMISSION EXPIRES: \l4YUUGiY� 12.1 -20 2G-1
COMMISSION NUMBER: 59 37g s� `v{
COUNTY WHERE BOND IS FILED: AY" o �G1
MANUFACTURE_ ENDOR NUMBER:
SIGNATURE:
AT: SANTA ANA DATE: 612--q7-02-3
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