2023 - 33085 (1) Build to Stay - SIA On-Site Assignment & AssumptionMEMORANDUM
DATE: April 6, 2023 _z
TO: Monika Radeva, City Clerk
FROM: Amy Yu, Associate Engineer
RE: Assignment and Assumption Agreementsand Amendment to Development
Improvement Agreement for Tract Map 33085, Polo Villas
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CALIF[7R\f.l
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
Approved by City Council on January 17, 2023 Consent 7
City Manager's signing authority provided under the City's Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
Department Director's or Manager's signing authority provided under the City's
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
Bid RFP n RFQ n 3 written informal bids
Sole Source
USelect Source U Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
Agreement payment will be charged to Account No.:
Agreement term: Start Date April 6, 2023 End Date
N/A
Amount of Agreement, Amendment, Change Order, etc.: $
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
❑ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Date:
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
Business License No.
Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT
TRACT MAP NO. 33085
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made
and entered into as of the 6th day of April, 2023, by and among the CITY OF LA
QUINTA, a municipal corporation of the State of California ("City"), Desert Polo Land
Company, LLC, a Delaware limited liability company ("Assignor"), and Build to Stay —
Polo Villas, LLC, a Delaware limited liability company ("Assignee").
RECITALS
A. City and Assignor entered into that certain Subdivision Improvement
Agreement, dated December 19, 2017 ("SIA"), pursuant to which Assignor, as the
"Subdivider" defined in the SIA, agreed to construct or secure certain public or/or private
improvements on Tract No. 33085 ("Tract"), as more fully described in Exhibit "A" of the
SIA ("Improvements").
B. Assignor has sold its interest in the Tract to Assignee. In conjunction with
such transfer, 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 all 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. By execution hereof, the City hereby consents to the
foregoing assignment and assumption.
LEGAL02/41174239v1
41
2. Replacement of Improvement Security. Pursuant to the SIA, Assignor
has furnished the City security for the Improvements in the form of:
(a) Faithful Performance Cash Security in the amount of $434,481 for the
following improvements:
On -Site Improvements Description
Performance Amount
Mobilization
$ 29,923
Rough Grading & Walls
$ 112,520
Street
$ 74,147
Storm Drain
$ 47,062
Water
$ 16,300
Sewer
$ 15,200
Dry Utilities
$ 15,000
Basin Landscaping
$ 9,000
Monumentation
$ 10,000
Totals
$ 329,152
Standard 10% Contingency
$ 32,915
Total Construction Cost
$ 362,067
Professional Fees, Design 10%
$ 36,207
Professional Fees, Const 10%
$ 36,207
Security Amount
$ 434,481
(b) Other (Specify type and amount): No other security is currently being
furnished by Assignor to the City.
For purposes of this Assignment & Amendment, 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 & Amendment, it shall replace Assignor's
Improvement Security with security of its own in an amount equal to the Improvement
Security, 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.
3. Solvency. As a material inducement to the City to enter into the
Assignment & Amendment, 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 & Amendment.
LEGAL02/41174239v 1
42
4. Incorporation of SIA 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 &
Amendment.
5. Counterparts. This Agreement may be executed in one or more
counterparts, which, taken together, shall constitute one complete and enforceable
agreement.
LEGAL02/41174239v1
43
IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on 10th day of April , 20 23
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
4/10/2023
JON l ILLEN, CITY'MANAGER Date
y of La Quinta, California
ATTEST:
MONIKA RADEVA, CITY CLERK
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
ASSIGNOR: Desert Polo Land Company, LLC, a Delaware limited liability company
425 W llst Street #500
Los Angeles, CA 90015
Its:
Its:
•.. % ,1 f l F
ASSIGNEE: Build to Stay — Polo Villas, LLC, a Delaware limited liability company
2425 S. Stearman Dr.
Chandler, AZ 85286
Andrew Warren Ilan 9.2013 In 32 MsrI
ItS: President
Its: Vice President
LEGAL02/41 174239v l
1/9/22
Date
1/9/23
Date
44
Assignment and Assumption Agreement
Final Audit Report 2023-01-09
Created: 2023-01-09
By: Ryan Nelson (ryan@sweetwatercompanies.com)
Status: Signed
Transaction ID: CBJCHBCAABAAWeN2MXvzW1rP6r-zGUdahzNsKgIo6031
"Assignment and Assumption Agreement" History
in Document created by Ryan Nelson (ryan@sweetwatercompanies.com)
2023-01-09 - 11:18:59 PM GMT
El Document emailed to andy@build-to-stay.com for signature
2023-01-09 - 11:20:05 PM GMT
n Email viewed by andy@build-to-stay.com
2023-01-09 - 11:32:02 PM GMT
do Signer andy@build-to-stay.com entered name at signing as Andrew Warren
2023-01-09 - 11:32:53 PM GMT
de Document e-signed by Andrew Warren (andy@build-to-stay.com)
Signature Date: 2023-01-09 - 11:32:55 PM GMT - Time Source: server
El Document emailed to ryan@build-to-stay.com for signature
2023-01-09 - 11:32:56 PM GMT
In Email viewed by ryan@build-to-stay.com
2023-01-09 - 11:34:46 PM GMT
d® Signer ryan@build-to-stay.com entered name at signing as Ryan J Nelson
2023-01-09 - 11:35:43 PM GMT
do Document e-signed by Ryan J Nelson (ryan@build-to-stay.com)
Signature Date: 2023-01-09 - 11:35:45 PM GMT - Time Source: server
Q Agreement completed.
2023-01-09 - 11:35:45 PM GMT
Adobe Acrobat Sign
45
CONSENT CALENDAR ITEM NO. 7
City of La Quinta
CITY COUNCIL MEETING: January 17, 2023
STAFF REPORT
AGENDA TITLE: APPROVE ASSIGNMENT AND ASSUMPTION AGREEMENT
AND AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT FOR TRACT
MAP NO. 33085, POLO VILLAS, A RESIDENTIAL DEVELOPMENT LOCATED
WEST OF MADISON STREET BETWEEN AVENUES 50 AND 52
RECOMMENDATION
Approve Assignment and Assumption Agreement and Amendment to
Subdivision Improvement Agreement for Tract Map No. 33085, Polo Villas,
and authorize the City Manager to execute said agreement upon receipt of a
replacement security.
EXECUTIVE SUMMARY
• Tract Map No. 33085 was approved by City Council on December 5,
2017, for seven (7) units.
• Desert Polo Land Company, LLC has sold its interest in this tract to Build
to Stay - Polo Villas, LLC (New Developer) and desires to assign the
subdivision improvement obligations to the New Developer.
• New Developer requests approval of Assignment and Assumption
Agreement and Amendment to Subdivision Improvement Agreement
(Agreement) for Tract Map No. 33085, Polo Villas.
FISCAL IMPACT
There is no fiscal impact to the City. New Developer will be submitting a
replacement security to guarantee construction of the improvements.
BACKGROUND/ANALYSIS
Polo Villas is a residential development located west of Madison Street
between Avenues 50 and 52 (Attachment 1).
In December 2017, Desert Polo Land Company, LLC entered into a Subdivision
Improvement Agreement for Polo Villas. Desert Polo Land Company, LLC
recently sold its interest in this tract to New Developer. The City will execute
the Agreement (Attachment 2) and release Desert Polo Land Company's
security upon receipt of the replacement security for Polo Villas from New
Developer.
37
ALTERNATIVES
Staff does not recommend an alternative.
Prepared by: Amy Yu, Associate Engineer
Approved by: Bryan McKinney, P.E., Public Works Director / City Engineer
Attachments: 1. Vicinity Map
2. Assignment and Assumption Agreement and Amendment
to Subdivision Improvement Agreement
38
ATTACHMENT 1
TRACT MAP NO. 33085
V/STA
BONIM
TRA/L
VICINITY MAP
NOT TO SCALE
39