2017 - 31733 VTL Palizada, LLC - SIA On-Site & Off-Site Assignment & Assumption - Amendment 2ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT
AMENDED TRACT MAP NO. 31733 OFF-SITE IMPROVEMENTS
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made and
entered into as of the 1 'day of AU,G. IA,S T , 20 11 , by and among the CITY OF LA
QUINTA, a municipal corporation of the State of California ("City"), KB Home Coastal,
Inc., a California corporation ("Assignor"), and VTL Palizada, LLC, a Delaware limited
liability company ("Assignee").
RECITALS
A. City and Assignor entered into that certain Subdivision Improvement
Agreement, dated July 5, 2007 ("SIA"), pursuant to which Assignor, as the
"Subdivider" defined in the SIA, agreed to plan for, install, and construct certain public
and/or private improvements on Tract No. 31733 ("Tract"), as more fully described in
Exhibit "A" of the SIA ("Improvements").
B. Assignor desires to assign the SIA, and all of Assignor's rights and
obligations thereunder, to Assignee and Assignee desire to assume Assignor's position
with respect to the SIA and of Assignor's rights and obligations under the SIA subject
to the terms of this Assignment & Amendment.
C. In connection with the foregoing described assignment and assumption,
the City and Assignee have agreed to certain modifications to the SIA as set forth
herein to be effective upon full execution of this Assignment & Amendment by all the
parties hereto.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants
and promises hereinafter contained, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Assignment and Assumption. Assignor hereby transfers and assigns to
Assignee all of the Assignor's rights, title, and interest in and to, and obligations under,
the SIA, and Assignee hereby assumes all rights, title, and interest in and to, and
obligations under, the SIA. City hereby consents to the foregoing assignment and
assumption.
F220
2. Replacement of Improvement Security. Pursuant to the SIA, Assignor
has furnished the City security for the Improvements. For purposes of this Assignment
& Assumption, such security in the aggregate shall be hereinafter referred to as
"Improvement Security." Assignee hereby warrants that within five (5) days of this
executed Assignment and Amendment, it shall replace Assignor's Improvement
Security with securities of its own in amounts as described in SECTION 2.A. , unless the
City otherwise determines at its discretion and in writing that such security can be
issued at a lesser amount. Assignee's securities shall be in full compliance with the
terms and conditions stated in the SIA for such securities. The City agrees that upon
receipt of evidence that Assignee has obtained such new securities in a form
satisfactory to the City, the City shall release Assignor's Improvement Security.
(A) Faithful Performance Securities and Labor & Materials Securities based on
updated engineer's cost estimates for the following improvements:
OFF-SITE IMPROVEMENTS
Performance Security
Labor & Material Security
Improvement Description
Bond Amount
Bond Amount
Street Improvements
$427,130
$427,130
Sidewalk and Multi -Use Trail
$112,901
$112,901
Signing and Striping
$20,534
$20,534
Landscaping
$199,386
$199,386
Total
$759,951
$759,951
Standard 10% Contingency
$75,995
$75,995
Total Construction Cost
$835,946
$835,946
Professional Fees, Design 10%
$83,595
$83,595
Professional Fees, Construction 10%
$83,595
$83,595
BOND AMOUNT
$1,003,135
$1,003,135
50% Traffic Signal at Moonstone Way (Ave
61 Entry)
$215,000
$215,000
25%Traffic Signal at Monroe St and Ave 61
$107,500
$107,500
BOND AMOUNT
$322,500
$322,500
3. Solvency. As a material inducement to the City to enter into the
Assignment & Assumption, Assignee hereby represents and warrants to City, and City
hereby relies on Assignee's representation and warranty, that Assignee is solvent and
has the financial capability of fulfilling each and every obligation and duty it takes on
by way of the Assignment & Assumption.
4. Incorporation of SIR Provisions. The SIA, and each provision therein,
unless otherwise modified in writing, is incorporated in this Assignment & Amendment
in its entirety and Assignee agrees and warrants that it assumes and is bound by each
obligation found in the SIA in the same manner as Assignor prior to this assignment.
F220
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on i a day of A &tls T , 20 1-7 .
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-707'5-
011116`•
:AOiviil•t_._;0_, . 1
f K :'' , EK
City Ma
ATTEST:
ity of La Quinta
SUSAN AYSELS (4141r(14,
City Clerk, City of La Quinta
APPROVED AS TO FORM:
ILLIAM H. I E, City Attorney
City of La Quinta, California
ASSIGNOR: KB Home Coastal, Inc., a California corporation
36310 Inland Valley Drive
Wildomar, CA 92595
cool i►se/l
Its: kip, Tc,,,or-d p\4A11, 65 f (1 i]ptiz. ,y,,tJ1 Its:
ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company
23 Corporate Plaza, Suite 150
Newport Beach, CA 92660
SIGNED IN COUNTERPART
Its: Its:
F220
-3-
IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on l Sot day of AU&(AST , 20 (7 .
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
SIGNED IN COUNTERPART
FRANK J. SPEVACEK Date
City Manager, City of La Quinta
ATTEST:
SIGNED IN COUNTERPART
SUSAN MAYSELS
City Clerk, City of La Quinta
ASSIGNOR: KB Home Coastal, Inc., a California corporation
36310 Inland Valley Drive
Wildomar, CA 92595
SIGNED IN COUNTERPART
Its: Its:
ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company
23 Corporate Plaza, Suite 150
Newport Beach, CA 92660
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Its: Sie pie, 00fnmu artt
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Its:
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ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT
AMENDED TRACT MAP NO. 31733 ON-SITE IMPROVEMENTS
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made and
entered into as of the / St day of Au 6-1AS, 20 /1 , by and among the CITY OF LA
QUINTA, a municipal corporation of the State of California ("City"), KB Home Coastal,
Inc., a California corporation ("Assignor"), and VTL Palizada, LLC, a Delaware limited
liability company ("Assignee").
RECITALS
A. City and Assignor entered into that certain Subdivision Improvement
Agreement, dated July 5, 2007 ("SIA"), pursuant to which Assignor, as the
"Subdivider" defined in the SIA, agreed to plan for, install, and construct certain public
and/or private improvements on Tract No. 31733 ("Tract"), as more fully described in
Exhibit "A" of the SIA ("Improvements").
B. Assignor desires to assign the SIA, and all of Assignor's rights and
obligations thereunder, to Assignee and Assignee desire to assume Assignor's position
with respect to the SIA and of Assignor's rights and obligations under the SIA subject
to the terms of this Assignment & Amendment.
C. In connection with the foregoing described assignment and assumption,
the City and Assignee have agreed to certain modifications to the SIA as set forth
herein to be effective upon full execution of this Assignment & Amendment by all the
parties hereto.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants
and promises hereinafter contained, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Assignment and Assumption. Assignor hereby transfers and assigns to
Assignee all of the Assignor's rights, title, and interest in and to, and obligations under,
the SIA, and Assignee hereby assumes all rights, title, and interest in and to, and
obligations under, the SIA. City hereby consents to the foregoing assignment and
assumption.
F220
2. Replacement of Improvement Security. Pursuant to the SIA, Assignor
has furnished the City security for the Improvements. For purposes of this Assignment
& Assumption, such security in the aggregate shall be hereinafter referred to as
"Improvement Security." Assignee hereby warrants that within five (5) days of this
executed Assignment and Amendment, it shall replace Assignor's Improvement
Security with security of its own in an amount as described in SECTION 2.A. , unless the
City otherwise determines at its discretion and in writing that such security can be
issued at a lesser amount. Assignee's security shall be in full compliance with the
terms and conditions stated in the SIA for such security. The City agrees that upon
receipt of evidence that Assignee has obtained such new security in a form
satisfactory to the City, the City shall release Assignor's Improvement Security.
(A) Faithful Performance Bond in the amount of $7,613,958 based on updated
engineer's cost estimates for the following improvements:
ON-SITE IMPROVEMENTS
Performance Security
Improvement Description
Bond Amount
Rough Grading and Walls
$1,697,864
Street Improvements
$1,205,125
Storm Drain
$478,422
Sanitary Sewer
$166,700
Domestic Water
$912,206
Dry Utilities
$312,500
Landscaping
$965,333
Monumentation
$30,000
Total
$5,768,150
Standard 10% Contingency
$576,815
Total Construction Cost
$6,344,965
Professional Fees, Design 10%
$634,497
Professional Fees, Construction 10%
$634,497
BOND AMOUNT
$7,613,958
3. Solvency. As a material inducement to the City to enter into the
Assignment & Assumption, Assignee hereby represents and warrants to City, and City
hereby relies on Assignee's representation and warranty, that Assignee is solvent and
has the financial capability of fulfilling each and every obligation and duty it takes on
by way of the Assignment & Assumption.
4. Incorporation of STA Provisions. The SIA, and each provision therein,
unless otherwise modified in writing, is incorporated in this Assignment & Amendment
in its entirety and Assignee agrees and warrants that it assumes and is bound by each
obligation found in the SIA in the same manner as Assignor prior to this assignment.
F220
-2-
IN WITNESSHEREOF, the parties hereto have executed this Assignment &
Amendment on j_ day of _A,U.C41.S T , 2013 Z .
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7j 5
41111111110
/J,14r. vt! +111•,
A'K .VCEK
City Manger ity of La Quinta
ATTEST:
SUSAN MAYSELS
City Clerk, City of La Quinta
APPROVED AS TO FORM:
rr f„ix/
es?
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
ASSIGNOR: KB Home Coastal, Inc., a California corporation
36310 Inland Valley Drive
Wildomar, CA 92595
Sin 1 -lc 5911
Its: V r• F&i'wrd rQ lArl Ani nr.; c J i Edge .k.
ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company
23 Corporate Plaza, Suite 150
Newport Beach, CA 92660
SIGNED IN COUNTERPART
Its: Its:
F220
-3-
IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on (St day of kl,&145T , 20 /7 .
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
SIGNED IN COUNTERPART
FRANK J. SPEVACEK Date
City Manager, City of La Quinta
ATTEST:
SIGNED IN COUNTERPART
SUSAN MAYSELS
City Clerk, City of La Quinta
ASSIGNOR: KB Home Coastal, Inc., a California corporation
36310 Inland Valley Drive
Wildomar, CA 92595
SIGNED IN COUNTERPART
Its: Its:
ASSIGNEE: VTL Palizada LLC, a Delaware limited liability company
23 Corporate Plaza, Suite 150
Newport Beach, CA 92660
1 L i, JDbavl ST
Its:9e D/e alp imam
DwatoteuT
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Its:
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