2023 - 33085 (2) ABTS Polo Villas, LLC - 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
amai
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 February 21, 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 11th day of April, 2023, by and among the CITY OF LA
QUINTA, a municipal corporation of the State of California ("City"), Build to Stay — Polo
Villas, LLC, a Delaware limited liability company ("Assignor"), and ABTS Polo Villas, LLC,
a Delaware limited liability company ("Assignee").
RECITALS
A. City, Assignor, and Desert Polo Land Company, LLC entered into that
certain Assignment and Assumption Agreement and Amendment to Subdivision
Improvement Agreement, dated April 6, 2023, pursuant to which Assignor, as the
"Subdivider" defined in the Subdivision Improvement Agreement for Tract No. 33085
(SIA), agreed to plan for, install, and construct certain public and/or private
improvements on Tract No. 33085 ("Tract"), as more fully described in Exhibit "A" of the
SIA ("Improvements").
B. Assignor is selling 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, Desert Polo
Land Company, LLC has furnished the City security for the Improvements in the form of:
(a) Faithful Performance 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 Desert Polo Land Company, LLC 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 Desert Polo Land
Company, LLC'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 Desert Polo Land Company, LLC'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.
LEGAL02/41174239v 1
43
IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on the 10th day of April, 2023.
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
JOILLEN, CITY MANAGER
City 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
4/10/2023
Date
ASSIGNOR: Build to Stay — Polo Villas, LLC, a Delaware limited liability company
2425 S. Stearman Dr.
Chandler, AZ 85286
Ryan J Nelson
Its: q\,\(_.
4/6/2023
Date
Its: Date
ASSIGNEE: ABTS Polo Villas, LLC, a Delaware limited liability company
2425 S. Stearman Dr.
Chandler, AZ 85286
Ryan J NelsQn 4/6/2023
Its:
Date
Its: Date
LEGAL02/41174239v1
Bond No: SU1191606
SUBDIVISION IMPROVEMENTS
Tract Map No. 33085
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:
THAT, the City Council of the City of La Quinta has approved the final map for Tract Map No.
33085 prior to installation of certain designated public improvements required by the Conditions of
Approval for the subject map, in accordance with the California Map Act (Government Code Section 66462)
WHEREAS, the City Council of the City of La Quinta, State of California, and
ABTS Polo Villas, LLC hereinafter designated as ("principal") have entered into an agreement
whereby principal agrees to install and complete certain designated public improvements, which said
agreement, dated July 20th, 2023, and identified as Tract Map No33085 is hereby referred to and
made a part hereof; and
WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the
faithful performance of said agreement.
NOW, THEREFORE, we, the principal and Arch Insurance Company , as surety, are held
and firmly bound unto the City of La Quinta hereinafter called ("City"), in the penal sum of
Four Hundred Thirty Four Thousand Four Hundred Eight One and 00/100 DOLLARS ($ 434,481.00 )
lawful money of the United States, for the payment of which sum well and truly to be made, we bind
ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above bounded principal, his or its heirs, executors,
administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and
perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as
therein provided, on his or their part, to be kept and performed at the time and in the manner therein
specified, and in all respects according to their true intent and meaning, and shall indemnify and save
harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become
null and void; otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore,
there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees,
incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any
judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to
the terms of the agreement or to the work to be performed hereunder or the specifications accompanying the
same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such
change, extension of time, alteration or addition to the terms of the agreement or to the work or to the
specifications.
In witness whereof, this instrument has been duly executed by the principal and surety above named,
on February 24th 2023.
(Seal)
K „ ESTINE CAMPSEL CELL
Notary Public • Arizona li
(�.Cr, ~' Maricopa County
1 Commission # 599744
4 My Comm. Expires Mar 10, 2025 11
(Seal)
ABTS Polo Villas, LLC
Principal
Signature of Principal
Jerry Coleman, Manager
Title of Signatory
Arch Insurance Company
Surety
Signatu
Jeremy Crawford, Attorney -In -Fact
Title of Signatory
Harborside 3, 210 Hudson Street STE 300
JERSEY CITY, NJ 07311
Address of Surety
(201) 743-4000
Phone # of Surety
Jeremy Crawford
Contact Person For Surety
43956
This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.
Not valid for Note, Loan, Letter of Credit, Currency Rate, Interest Rate or Residential Value Guarantees.
POWER OF ATTORNEY
Know All Persons By These Presents:
That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal administrative office in Jersey City,
New Jersey (hereinafter referred to as the "Company") does hereby appoint:
Allison Lemke, Brad Quiri and Jeremy Crawford of Golden Valley, MN (EACH)
its true and lawful Attorney(s)in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as its act and deed:
Any and all bonds, undertakings, recognizances and other surety obligations, in the penal sum not exceeding One Hundred Filly Million Dollars I $150 000 000,1101.
This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth
herein.
The execution of such bonds, undertakings, recognizances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as
fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at its principal administrative
office in Jersey City, New Jersey.
This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on August 31, 2022, true and
accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect:
"VOTED, That the Chairman of the Board, the President, or the Executive Vice President, or any Senior Vice President, of the Surety Business Division, or their
appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys -in -fact, and to
authorize them subject to the limitations set forth in their respective powers of attorney, to execute on behalf of the Company, and attach the seal of the Company
thereto, bonds, undertakings, recognizances and other surety obligations obligatory in the nature thereof, and any such officers of the Company may appoint agents for
acceptance of process."
This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of
Directors of the Company on August 31, 2022:
VOTED, That the signature of the Chairman of the Board, the President, or the Executive Vice President, or any Senior Vice President, of the Surety Business
Division, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the
Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on August 31, 2022, and
any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the
Company. In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 3rd day of
January, 2023.
Attested and Certified
4, V E *91,--
RegarK Shulman, Secretary
STATE OF PENNSYLVANIA SS
COUNTY OF I'HILADELPHIA SS
Arch Insurance Company
71/64/,,,
Stephen C. Ruschak, Executive Vice President
I, Michele Tripodi, a Notary Public, do hereby certify that Regan A. Shulman and Stephen C. Ruschak personally known to me to be the same persons whose names
are respectively as Secretary and Executive Vice President of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of
Missouri, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed,
sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and
purposes therein set forth.
[mnmarwraith 01 Pnle • I+uWySea
hJCHEIP TR)POOt001, Nvtnry Pent
Pltllade11ht3 County
My Ccmmluion Expires My 51, 2D2S
Caavalttlan Number 116B61?
CERTIFICATION
I, Regan A. Shulman, Secretary of the Arch Insurance Company, do hereby certify that the attached Power of Attorney dated January 3. 2023 on behalf of the
person(s) as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of
this certificate; and I do further certify that the said Stephen C. Ruschak, who executed the Power of Attorney as Executive Vice President, was on the date of execution
of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 24Ci day of FemuarY
20 23
Mid le llcipodi, Now f Publie
My commission expires 07/31/2025
Res‘A. A. Shulman, Secretary
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no aulharity to bind the Company
except in the manner and to the extent herein stated.
PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS:
Arch Insurance — Surety Division
3 Parkway, Suite 1500
Philadelphia, 1'A 19102
A .
To verify the authenticity of this Power of Attorney, please contact Arch Insurance Company at SureWAuthentic@archinsurance.com
Please refer to the above named Attorney -in -Fact and the details of the bond to which the power is attached.
AICPOA040120 Printed in U.S.A.
Bond No: SU1191606
SUBDIVISION IMPROVEMENTS
Tract Map No. 33085
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:
THAT, the City Council of the City of La Quinta has approved the final map for Tract Map No.
33085 , prior to installation of certain designated public improvements required by the Conditions of
Approval for the subject map, in accordance with the California Map Act (Government Code Section 66462)
WHEREAS, the City Council of the City of La Quinta, State of California, and
ABTS Polo Villas, LLC hereinafter designated as ("principal") have entered into an agreement
whereby principal agrees to install and complete certain designated public improvements, which said
agreement, dated July 20th, 2023, and identified as Tract Map No33085 is hereby referred to and
made a part hereof; and
WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the
faithful performance of said agreement.
NOW, THEREFORE, we, the principal and Arch insurance Company , as surety, are held
and firmly bound unto the City of La Quinta hereinafter called ("City"), in the penal sum of
Four Hundred Thirty Four Thousand Four Hundred Eight One and 00/100 DOLLARS ($ 434,481.00 )
lawful money of the United States, for the payment of which sum well and truly to be made, we bind
ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above bounded principal, his or its heirs, executors,
administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and
perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as
therein provided, on his or their part, to be kept and performed at the time and in the manner therein
specified, and in all respects according to their true intent and meaning, and shall indemnify and save
harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become
null and void; otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore,
there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees,
incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any
judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to
the terms of the agreement or to the work to be performed hereunder or the specifications accompanying the
same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such
change, extension of time, alteration or addition to the terms of the agreement or to the work or to the
specifications.
In witness whereof, this instrument has been duly executed by the principal and surety above named,
on February 24th , 2023.
ABTS Polo Villas, LLC
Principal
(Seal) 5-2
SignatureofPrincipal
I i CELESTINE CAMPBELL
_•..`'
Notary Public - Arizona
�-= A, Maricopa County
Commission # 599744
•My Comm. Expires Mar 10, 2025
Jerry Coleman, Manager
Title of Signatory
Arch Insurance Company
Surety
(Seal) Signatu
Jeremy Crawford, Attorney -In -Fact
Title of Signatory
Harborside 3, 210 Hudson Street STE 300
JERSEY CITY. NJ 07311
Address of Surety
(201) 743-4000
Phone # of Surety
Jeremy Crawford
Contact Person For Surety
PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS:
Arch Insurance — Surety Division
3 Parkway, Suite 1500
Philadelphia, PA 19102
CERTIFICATION
I, Regan A. Shulman, Secretary of the Arch Insurance Company, do hereby certify that the attached Power of Attorney dated January 3. 2023 on behalf of the
person(s) as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of
this certificate; and I do further certify that the said Stephen C. Ruschak, who executed the Power of Attorney as Executive Vice President, was on the date of execution
of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 24" day of FobruWY
20 23
43956
This Power of Attorney limits the aces of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.
Not valid for Note, Loan, Letter of Credit, Currency Rate, Interest Rate or Residential Value Guarantees.
POWER OF ATTORNEY
Know All Persons By These Presents:
That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal administrative office in Jersey City,
New Jersey (hereinafter referred to as the "Company") does hereby appoint:
Allison Lemke, Brad Quiri and Jeremy Crawford of Golden Valley, MN (EACH)
its true and lawful Attorney(s)in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as its act and deed:
Any and all bonds, undertakings, recognizances and other surety obligations, in the penal sum not exceeding One hundred Fifty Million Dollars ($150,000,000AO).
This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth
herein.
The execution of such bonds, undertakings, recognizances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as
fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at its principal administrative
office in Jersey City, New Jersey.
This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on August 31, 2022, true and
accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect:
"VOTED, That the Chairman of the Board, the President, or the Executive Vice President, or any Senior Vice President, of the Surety Business Division, or their
appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys -in -fact, and to
authorize them subject to the limitations set forth in their respective powers of attorney, to execute on behalf of the Company, and attach the seal of the Company
thereto, bonds, undertakings, recognizances and other surety obligations obligatory in the nature thereof, and any such officers of the Company may appoint agents for
acceptance of process."
This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of
Directors of the Company on August 31, 2022:
VOTED, That the signature of the Chairman of the Board, the President, or the Executive Vice President, or any Senior Vice President, of the Surety Business
Division, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the
Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on August 31, 2022, and
any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the
Company. In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 3" day of
January, 2023.
Attested and Certified
4,, A .gt----------
ReganW.Shulman, Secretary
STATE OF PENNSYLVANIA SS
COUNTY OF I'IIILADELPHIA SS
I, Michele Tripodi, a Notary Public, do hereby certify that Regan A. Shulman and Stephen C. Ruschak personally known to me to be the same persons whose names
are respectively as Secretary and Executive Vice President of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of
Missouri, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being [hereunto duly authorized signed,
sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act for the uses and
purposes therein set forth. /�
CannwnCHalth of ELETRPOD!,ySvanla-N[slatySNl .11.. �►� + 4.�
NIC*ItLE TRIPOD!, tiatnrl'P�htfc
Philadelphia Covoty
Hy Commission ExplrosJuly 3I, 2O2S
Camntittlon Number I16S62.2
Arch Insurance Company
Stephen C. Ruschak, Executive Vice President
Mich i<lcTlcipodi, Nolar/Irubiie
My commission expires 07/31/2025
Regafi A. Shulman, Secretary
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company
except in the manner and to the extent herein stated. f �e
�yran ce
To verify the authenticity of this Power of Attorney, please contact Arch Insurance Company at SuretyAuthentic@archinsurance.com
Please refer to the above named Attorney -in -Fact and the details of the bond to which the power is attached.
AICPOA040120 Printed in U.S.A.
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
ABTS POLO VILLAS, LLC
2425 S. Stearman Dr., Suite 220
Chandler, AZ 85286
Attn: Ryan Nelson
6917169
DOC # 2023-0095731
04/04/2023 12:20 PM Fees: $23.00
Page 1 of 4
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
TITLE(S)
GRANT DEED
- OS (4)
DOC #2023-0095731 Page 2 of 4
RECORDING REQUESTED BY:
FIRST AMERICAN TITLE INSURANCE COMPANY
AND WHEN RECORDED RETURN TO:
ABTS POLO VILLAS, LLC
2425 S. Stearman Dr., Suite 220
Chandler, AZ 85286
Attn: Ryan Nelson
SPACE ABOVE THIS LINE IS FOR RECORDER'S USE
APN: 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)
TRA: 020 "0 56
The undersigned grantor(s) declare(s):
DOCUMENTARY TRANSFER TAX S 2,11.
computed on full value of property conveyed, or
IJ computed on full value less liens and encumbrances remaining at time of sale.
0 Unincorporated Area 111 City of La Quinta
GRANT DEED
FOR VALUE RECEIVED, BUILD TO STAY — POLO VILLAS, LLC, a Delaware limited
liability company ("Grantor"), hereby grants to ABTS POLO VILLAS, LLC, a Delaware
limited liability company ("Grantee"), all that certain real property (the "Pronertv") described
on Exhibit A attached hereto and incorporated herein by reference, together with all buildings and
improvements located thereon and any and all improvements, easements, privileges and rights
appurtenant thereto.
This conveyance is made subject to all matters of record, all matters which an inspection or survey
of the Property would disclose, real property taxes which are a lien but not yet due and payable
and all applicable laws and ordinances.
[signature page follows]
DOC #2023-0095731 Page 3 of 4
Dated:
, 2023 GRANTOR:
BUILD TO STAY — POLO VILLAS, LLC,
a Delaware limited liability company
By:
N e:
Title: Pk ES iD our
P cogaRe-) (ARA /Week) Idarral)
CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC
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 &Ion & )
) ss:
COUNTY OF havicor )
tt6YOLt0. CYtA•*.
On this 31 MO-4K , 2023, before me, the undersigned Notary Public, personally
appeared AN ref, G‘gt ere,' , who proved to me on the basis of satisfactory
evidence to be the Authorized Signatory of "6u1,14 +o 5A-AA/ , and acknowledged to me that
he executed the same in his authorized capacity, and that bythis signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
A Zo ki &. that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:30y4/2DI.4
2
ABRAHAM CRUZ
Notary Public - Arizona
Maricopa County
Commission # 634535
My Comm. Expires Jul 26, 2026
DOC #2023-0095731 Page 4 of 4
Exhibit "A"
LOTS 1 THROUGH 7 AND LETTERED LOTS B THROUGH E OF TRACT MAP NO. 33085,
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STA rE OF CALIFORMA, 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)
CONSENT CALENDAR ITEM NO. 7
City of La Quinta
CITY COUNCIL MEETING: February 21, 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.
• On January 17, 2023, City Council conditionally approved an Assignment and
Assumption Agreement and Amendment to Subdivision Improvement Agreement
(Agreement) for Tract Map No. 33085, assigning rights and obligations to Build to
Stay — Polo Villas, LLC upon receipt of a replacement security.
• Build to Stay — Polo Villas, LLC and capital partner recently created ABTS Polo
Villas, LLC (New Developer) and desires to assign the subdivision improvement
obligations to the New Developer.
• New Developer requests approval of a second Assignment and Assumption
Agreement and Amendment to Subdivision Improvement Agreement (Second
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).
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In December 2017, Desert Polo Land Company, LLC entered into a Subdivision
Improvement Agreement for Polo Villas. On January 17, 2023, City Council conditionally
approved the Agreement upon receipt of a replacement security. Build to Stay — Polo Villas,
LLC has not yet submitted a replacement security. Build to Stay — Polo Villas, LLC and
capital partner has recently created New Developer and is selling its interest in this tract to
New Developer. The City will execute the Second Agreement (Attachment 2) and release
Desert Polo Land Company's security upon receipt of the replacement security for Polo
Villas from New Developer.
ALTERNATIVES
Staff does not recommend an alternative.
Prepared by:
Approved by:
Amy Yu, Associate Engineer
Bryan McKinney, P.E., Public Works Director / City Engineer
Attachments: 1. Vicinity Map
2. Assignment and Assumption Agreement and Amendment to
Subdivision Improvement Agreement
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TRACT MAP NO. 33085
V/STA
BONITA
TRAIL
ATTACHMENT 1
VICINITY MAP
NOT TO SCALE
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