2023 (11) ABTS Polo Villas, LLC - AMEND 1 to Agr re Insubstantial Modific to DA 7-Lots TR 33085 2023-07-25 RECORDEDRECORDING 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
b°11-libq
DOC # 2023-0215592
07/25/2023 05:00 PM Fees: $0.00
Page 1 of 11
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
(Exempt from Recording Fee per Government Code Sections 6103 and 27383)
FIRST AMENDMENT TO AGREEMENT
REGARDING INSUBSTANTIAL MODIFICATIONS TO
DEVELOPMENT AGREEMENT
This First Amendment to Agreement Regarding Insubstantial Modifications to Development
Agreement ("First .Amendment") is made and entered into as of 3k..L , 2023 by
and between the CITY OF LA QUINTA, a California municipal corpo tion (the "City") and
Aurs POLO VILLAS, LLC, a Delaware limited liability company ("ABTS-PV"). City and
ABTS-PV are periodically referred to herein individually as a "Party" and collectively as the
"Parties."
RECITALS
This First Amendment is made and entered into with regard to the following facts, each of which
is acknowledged as true and correct by the City and Developer:
A. The 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. 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 First Amendment
(the "Property"). Capitalized terms used herein and not otherwise defined shall have the meaning
set forth in the Development Agreement.
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
ACTIVE/120879941.9 .
DOC #2023-0215592 Page 2 of 11
STAY—POLO VILLAS, LLC ("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 Property acquired by BTS -PV,
which is more particularly described in Exhibit B to this Modification (the "7 Lots Property").
Thereafter, BTS -PV and City, pursuant to Section 1.6(a) of the Development Agreement, entered
into 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 "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 with respect to the 7 Lots Property.
D. BTS -PV assigned its interest in the Development Agreement and Insubstantial
Modifications Agreement with respect to the 7 Lots Property to ABTS-PV pursuant to that certain
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.
E. As a result of the foregoing, as of the date hereof, ABTS-PV is the "Developer"
under the Development Agreement with respect to the 7 Lots Property.
F. Pursuant to Section 1.6(a) of the Development Agreement, ABTS-PV has proposed
to the City certain modifications to the Development Agreement as to the 7 Lots Property, which
are set forth in detail in this First Amendment. Based on the representations and warranties from
ABTS-PV, which the City materially relies upon, the certain modifications set forth in this First
Amendment constitute Insubstantial Modifications that are consistent with the Applicable Rules,
as defined in the Development Agreement, and shall promote the goals of the Development
Agreement.
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 First Amendment by reference.
2. The terms of this First Amendment run with the 7 Lots Property and are binding on the
City, ABTS-PV and its permitted successors and assigns.
3. The Parties agree that the text of Exhibit D of the Development Agreement, as modified
by the Insubstantial Modifications Agreement, is hereby deleted in its entirety as to the
7 Lots Property and that the Performance Schedule attached hereto as Schedule 1 is
substituted to be Exhibit D in effect as of the date hereof as to the 7 Lots Property.
2
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DOC #2023-0215592 Page 3 of 11
4. The persons executing this First Amendment on behalf of each Party each warrant and
represent that he or she has the authority to execute this First Amendment on behalf of
that Party, as applicable.
5. The laws of the State of California shall govern this First Amendment and all matters
relating to it, without regard to conflict of law principles, and the venue of any action
brought relating to this First Amendment shall be in a state court in the County of
Riverside, California.
6. The "Effective Date" for this First Amendment shall be the date this has been fully
executed and notarized by the respective Parties hereto.
7. Except as expressly modified by this First Amendment, the Development Agreement
and Insubstantial Modifications Agreement remain in full force and effect.
8. This First Amendment 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)
ACTIVE/120879941.9
DOC #2023-0215592 Page 4 of 11
WITNESS WHEREOF, ABTS-PV and the City have executed this First Amendment as of the
date first above written.
ABTS POLO VILLAS, LLC,
a Delaware limited liability company
("ABTS-PV")
Signed In Counterpart
By:
Its:
CITY OF LA QUINTA,
a California municipal corporation ("City")
ATTEST:
Monika Radeva, C
APPROVED AS TO FORM
RUTTAN & TUCKER, LLP
WLlIIarn H. Ihrke, City Attorney
4
ACTIVE/120879941.9
DOC #2023-0215592 Page 5 of 11
WITNESS WHEREOF, ABTS-PV and the City have executed this First Amendment as of the
date first above written.
ABTS POLO VILLAS, LLC,
a Delaware limited liability company
("ABTS-PV")
Its: fr1A-r-)P•-0-6(._ , Jerry Mem et
CITY OF LA QUINTA,
a California municipal corporation ("City")
By:
ATTEST:
Signed In Counterpart
Monika Radeva, City C erk
APPROVED AS TO FORM
RUTTAN & TUCKER, LLP Signed In Counterpart
William H. Ihrke, City Attorney
4
ACTIVE/120879941.9
Signed In Counterpart
cen, City Manager
DOC #2023-0215592 Page 6 of 11
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 July 19, 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 personks) whose
name(s-) is/ace 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 signatureks) 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:
DOCUMENT:
Motary PubikCalifornia
Riverside County
Commission # 2334260
Comm , Expires Oct 22, 2024
(notary seal)
Polo Villas — First Amendment to Agreement Regarding Insubstantial Modification to
Development Agreement by and between City of La Quinta and ABTS Polo Villas,
LLC.
March 24, 2023; DOC # 2023-0084850 — Agreement Regarding Insubstantial
Modifications to Development Agreement by and between City of La Quinta and Build
To Stay — Polo Villas, LLC
March 15, 2022; DOC # 2022-0182466 — Development Agreement by and between
City of La Quinta and GTGF, LLC
7 -lot undeveloped Tract 33085
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).(07
STATE OF
COUNTY OF)
On 7, 02 , before me
Public, personally appeared
proved to me on the basis of satis tory e dence 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.
DOC #2023-0215592 Page 7 of 11
(Seal)
ACTIVE/120879941.9
KEITH L. DEAN
Notary Public - State of Arizona
MARICOPA COUNTY
Commission 4 640216
Expires January 14, 2027
DOC #2023-0215592 Page 8 of 11
{SIGNATURE PAGE OF "ABTS-PV"TO FIRST AMENDMENT TO AGREEMENT
REGARDING INSUBSTANTIAL MODIFICATIONS TODEVELOPMENT AGREEMENT]
ABTS Polo Villas, LLC,
a Delaware Iimfted liability company
By: ATLANTIC BTSTAY JV HOLDINGS LLC,
a Delaware limited liability company, its Manager
By: ATLANTIC BTSTAY HOLDINGS, LLC,
Delaware limited liability company
Its: Manager
By: BTS Promote — Atlantic 1. LLC, a
Delaware limited Iiability company
Its: Manager
By: Build to Stay, LLC, an Arizona limited
liability company
Its: Manager
By:
Jer
Cobenman, Chief ExecuUve{}ffioar
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 ',92 )
COUNTY OF
On ,c,2 (../ . G.2., 3 , before me, ,rce-/-70 / l',7e,'et--7 , Notary Public, personally
appea d who proved to me on the basis
of satisfacto y e).-/eraRCe CPAT4Ter(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), o r the entity upon behalf of which the person(s) acted,
executed the instrument.
| certify underPEmALTYofpEmJURYunue,the|awvofthvStatenwCaWa*4,tha*,eforeWoingparagraphis true
and correct. A°ZZ-ON«A
WITNESS my hand and a cial-sea
KEITH L. DEAN
DOC #2023-0215592 Page 9 of 11
EXHIBIT A
Legal Description of Property Under Development Agreement
The Land referred to herein below is situated in the City of La Quinta, County of Riverside. State
of California, and is described as follows:
LOTS 1 THROUGH 11 OF TRACT MAP NO. 36279, IN '1.14E. CITY OF LA ()UINTA,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER FILED ON MAY 27,
2015 IN BOOK 445 OF MAPS, PAGES 62 AND 63, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
For conveyancing purposes only: APNs
777-500-001 (Affects Lot I)
777-540-002 (Affects Lot 2)
777-500-003 (Affects Lot 3)
777-500-004 (Affects Lot 4)
777-500-005 (Affects Lot 5)
777-500-006 (Affects Lot 6)
777-500-007 (Affects Lot 7)
777-500-008 (Affects Lot 8)
777-500-009 (Affects Lot 9)
777-500-010 (Affects Lot 10)
and
LOTS I 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 TI -EE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
For conveyancing purposes only: APN 777-500-016 (Affects: Lot 1) APN 777-500-017 (AtTects:
Lot 2) APN 777-500-01S (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 13) APN 777-500-024 (Affects: Lots C and D) APN 777-500-025 (Affects:
Lot E)
ACTIVE/I 20879941.9
DOC #2023-0215592 Page 10 of 11
EXHIBIT B
Legal Description of 7 Lots Property
Real property in the City of La Quinta, County of Riverside, 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).
ACTIVE/12087994 t .9
DOC #2023-0215592 Page 11 of 11
SCHEDULE 1
SUBSTITUTE EXHIBIT D AS TO 7 LOTS PROPERTY
PERFORMANCE SCHEDULE FOR 7 LOTS PROPERTY
Item of Performance
Start
Completion
TR (Tract Map) 33085 (Vacant Lots'1
Permitting
Grading and Engineering Permits
January 2023
Complete
Building Permits
January 2023
Complete
Construction of Project Components
Con t uct off-site improvements
N/A
Complete
Construct all on-site improvements (rough grade,
walls, street, storm drain, water, sewer, dry utilities,
and landscaping)
March 2023
November 2023
Place monuments
October 2023
'November 2023
Begin construction of 7 res dentia units
June 2023
Complete
Completion of construction of 7 residential units
February 2024
April 2024
Obtain Certificate of Occupancy for 7 residential
units
February 2024
May 2024
ACTIVE/120879941.9