HomeMy WebLinkAboutRecorded Doc 2022-003 Corded Doc No. CO22 -d03
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2022-0246636
RECORDING REQUESTED BY: 05/27/2022 02:11 PM Fee: $ 0.00
CITY CLERK Page 1 of 15
Recorded in Official Records
WHEN RECORDED RETURN TO: County of Riverside
Peter Aldana
Assessor-County Clerk-Recorder
City Clerk 'II NivotRignri
City of Cathedral City
68-700 Avenida Lalo Guerrero #046
Cathedral City, CA 92234
SPACE ABOVE THIS LINE FOR RECORDER'S USE
ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
IMPROVEMENT AGREEMENT FOR TRACT NO. 28561-1 AND 28561:
RIO DEL SOL: PALAZZO
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
IMPROVEMENT AGREEMENT ("Assignment and Amendment") is made and entered
into as of this l-3-tv7 day of ,.4V , 202 7 , by and among the
CITY OF CATHEDRAL CITY, a municipal corporation of the State of California ("City"),
HOLT OPPORTUNITY FUND (PARALLEL-1, 2013, L.P., a Delaware Limited Partnership
("Assignor"), and RDS DEVELOPMENT, LLC, a California Limited Liability Company
("Assignee").
RECITALS
A. City and Assignor previously entered into an Improvement Agreement,
("Original Agreement"), dated October 23, 2019, and recorded on December 12, 2019,
as Instrument No. 2019-0513611, in Official Records of Riverside County, California,
pursuant to which Assignor, as the "Developer" defined in said Original Agreement,
agreed to plan for, install, and construct certain public and private improvements in those
portions of Tracts No. 28561 and 28561-1, known as Rio Del Sol, defined in said Original
Agreement as the "Palazzo" area of Tracts No. 28561-1 and 28561.
B. Assignor desires to convey its interest in said Tracts No. 28561-1 and 28561
to Assignee. In conjunction with such transfer, Assignor desires to assign the Original
Agreement and all of Assignor's rights and obligations thereunder, to Assignee, and
Assignee desires to assume Assignor's position with respect to the original Agreement
and of Assignor's rights and obligations under the Original Agreement subject to the terms
and conditions of this Assignment and Assumption Agreement and Amendment.
C. Section 1.(b) of the Original Agreement required that all of the public and
private improvements work described in said Agreement was to have been completed by
Developer within twenty-four (24) months of the date of said Agreement, but not all of
such improvements as required by the original Agreement were completed by that time.
D. Section 20 of the Original Agreement provides that for good cause, the time
for completion of the improvements may be extended. Assignee desires such an
extension and City is agreeable to an extension.
E. Section 2(a) of the Original Agreement provides that prior to the final
building inspection and issuance of a Certificate of Occupancy for any dwelling unit on
any of the lots or parcels described in Exhibit "A" of the original Agreement (the Palazzo
area of Rio Del Sol), Developer was to post certain Improvement Securities, in the
amounts and for the purposes specified in Exhibit "B-1" of the Original Agreement. No
requests for inspections have been made by Developer, but the amounts and purposes
of certain of the required Improvement Securities require updating due to the age of the
original cost estimates made for the Improvement Securities. and because of changes in
the location and extent of the improvements to be constructed and installed.
F. In connection with the foregoing described assignment and assumption, the
City and Assignee have agreed to certain modifications to the Original Agreement as set
forth herein, to be effective upon full execution of this Assignment and Assumption
Agreement and 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 is hereby acknowledged, the parties hereto agree as follows:
1. Incorporation of Recitals: The Recitals set forth above are true and correct
and are hereby incorporated into this Assignment and Assumption Agreement and
Amendment by this reference as though set forth in full herein.
2. Original Agreement: A full copy of the Original Agreement, dated October
23, 2019, and recorded on .December 12, 2019, as Instrument No. 2019-0513611, in
Official Records of Riverside County, is hereby incorporated into and made a part of this
Assignment and Amendment by this reference.
3. Time Extension. Section 1(b) of the Original Agreement is hereby
amended to read as follows:
"1(b): Assignee shall complete at its own expense, all the public and private
improvements and related work within Tracts 28561-1 and 28561, as required by the
conditions of approval of the tentative map of Tract 28561, in conformance with the
approved plans and city standards, including without limitation those improvements set
forth in "Amended Exhibit B-1" and shown in "Exhibit B-2" (hereinafter collectively the
"improvements"), attached hereto, on or before October 23, 2023 (the "Amended
Completion Date") unless a time extension is granted by the City as authorized by Section
20 of the Original Agreement."
4. Improvement Securities: Pursuant to the Original Agreement, Assignee
hereby agrees to post Improvement Securities in the amounts and for the purposes set
forth in Section 2 of the Original Agreement, and as amended herein. All such securities
shall be posted with the City prior to City's final building inspection and issuance of a
Certificate of Occupancy for any single family dwelling constructed by Assignee, its
agents, assigns or contractors, on any lot within the property as described in Exhibit "A"
of the Original Agreement. Assignee's securities shall be in full compliance with the terms
and conditions of the Original Agreement and this Assignment and Assumption
Agreement and Amendment.
5. Amendment of Improvement Securities: Section 2 of the Original
Agreement which specifies the amounts of the improvement securities to be posted by
Assignee for the purposes as described in Section 2, is hereby amended as follows:
Sections 2(a)(i) through 2(a)(vi) in the Original Agreement are hereby deleted and
are replaced by the following:
Section 2(a)(i) : Eight Hundred Twenty Eight Thousand Three Hundred dollars
($ 828,300.00) to ensure faithful performance of the construction and installation of the
improvements required by this Agreement ("Performance Security"), which amount is
100% of the estimated cost of the improvements set forth in "Amended Exhibit B-1" and
shown in "Exhibit B-2".
Section 2(a)(ii) Four Hundred Fourteen Thousand One Hundred Fifty dollars
($ 414,150.00) to ensure payment to any contractor, subcontractor, persons renting
equipment or furnishing labor or materials for the improvements required to be
constructed or installed pursuant to this Agreement ("Labor and Materials Security").
which amount is 50% of the estimated cost of the improvements set forth in "Amended
Exhibit B-1" and shown in "Exhibit B-2".
Section 2(a)(iii) Eighty Two Thousand Eight Hundred Thirty dollars
($ 82,830.00) in the form of a warranty bond or cash deposit with the City to guarantee
or warranty the improvement work done pursuant to this Agreement for a period of one
(1) year following acceptance or certification thereof by City, against any defective work
or labor done or defective materials furnished ("Warranty Security"), which amount is 10%
of the estimated cost of the improvements set forth in "Amended Exhibit B-1" and shown
in "exhibit B-2",and such Warranty Security must be provided to City prior to City's release
of any bonds or improvement securities filed by Assignee pursuant to this Agreement or
to the Assignment and Amendment.
Section 2(a)(iv) Nine Thousand dollars ($ 9,000.00) in the form of a cash deposit,
which is 100% of the estimated cost of setting all final subdivision monuments, boundary
corners, front and rear lot corners and centerline ties not previously set or submitted on
the lots and streets within the property described in Exhibit "A" hereto and shown in
"Exhibit B-2" attached to the Assignment and Amendment, and for the preparation and
recordation of any related or required Certificate of Correction, as required by Section
66469 of the State Subdivision Map Act.
6. Assignment and Assumption: Assignor hereby transfers and assigns to
Assignee all of Assignor's rights, title and interest in and to the obligations under the
Original Agreement, and Assignee hereby assumes all rights, title and interest in and to
any obligations under the Original Agreement and this Assignment and Assumption
Agreement and Amendment. City hereby consents to the foregoing assignment and
assumption, subject to the terms and conditions set forth herein.
7. Solvency: As a material inducement to the City to enter into this
Assignment and Assumption Agreement and Amendment, Assignor hereby represents
and warrants to City, and the City hereby relies on Assignor's representations and
warranty, that Assignee is solvent and has the financial capability of fulfilling each and
everyobligation and duty it takes on by way of this Assignment and Assumption
Agreement and Amendment. In the event that the Assignee fails to perform its obligations
and duties in the manner and time frame provided for in the Original Agreement and this
Assignment and Assumption Agreement and Amendment, and the City incurs any costs
in pursuing the Improvement Security, or if the Improvement Security is unavailable or
insufficient to complete the required improvements, then Assignor shall at its sole
expense complete the improvements and reimburse the City for any and all costs incurred
by the City in connection with enforcing or attempting to enforce the obligations it is
assigning Assignee.
8. Notice: Section 21 of the Original Agreement is hereby amended as
follows:
Notice: All notices required by or provided for under this Agreement shall be in
writing and delivered in person or sent by certified or registered mail, postage prepaid
and addressed as provided in this section. Notice shall be effective on the date it is
delivered in person, or if mailed, on the date of deposit in the United States mail. Notices
shall be addressed as follows unless a written change of address is filed with the City by
the parties:
Notice to City: City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attn: City Manager
With a copy to: Burke, Williams and Sorensen, LLP
1600 Iowa Ave. Suite 250
Riverside CA 92507
Notice to Assignee: RDS Development, LLC
1300 Esther Street, Suite 200
Vancouver, WA 98660
9. Modification and Amendments: This Assignment and Assumption
Agreement and Amendment, and the Original Agreement, may be modified or amended
only by a written instrument, signed by all parties.
10. Severability:: If any one or more of the sentences, clauses, paragraphs or
sections contained herein is declared invalid, void or unenforceable by a court of
competent jurisdiction, the same shall be deemed severable from the remainder of this
Assignment and Assumption Agreement and Amendment, and shall not affect, impair or
invalidate any of the remaining sentences, clauses, paragraphs or sections contained
herein.
11. Original Agreement: All other terms, conditions, covenants and
agreements set forth in the Original Agreement shall remain in full force and effect.
(signatures follow on next page)
IN WITNESS WHEREOF, the Parties have executed this Assignment and
Amendment as of the date above first written.
ASSIGNOR: HOLT OPPORTUNITY FUND (PARALLEL-1)
2013, L. P. , a Delaware Limited Partnership
By: HOF MANAGEMENT, LLC
A Delaware Limited Liability Company
Its General Partner
By: HOLT HOLDINGS, LLC
A Delaware Li• i ed -bility Company
By: A
Gregg bicek, Member
ASSIGNEE: RDS DEVELOPMENT, LLC
a California limited liability company
By: Holt Group Holdings, LLC
a Delaware limited liability company
Its: Sole Member
By:
Name: Gre• K Lek
Title: ChairmaNJ
CITY: CITY OF CATHEDRAL CITY
A Mu i al Corpo atio
By:
Charles P. McClendon
City Manager
ATTEST:
Tracey R. artine , CMC, City rk
APPRO,ED AS "OAs•RM: APPR j El AS � ONTENT:
ric Vail, City Attorney Jolir orella,
Di of Engineering/Public Works
Attachments: Exhibit "A"
"Amended Exhibit B-1" and "Exhibit B-2"
STATE OF WASHINGTON )
) ss.
COUNTY OF CLARK )
On this a "\ day ofo,2(_\,\ , 2022, before me, personally appeared
, who proved to me on the basis of satisfactory evidence to be the person
whoseame is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity as Sole Member of Holt Holdings, LLC, a Delaware limited
liability company, as Sole Member of HOF Management, LLC, a Delaware limited liability
company, as General Partner of Holt Opportunity Fund (Parallel 1), 2013, L.P., a Delaware
limited partnership, and that by his signature on the instrument the entity upon behalf of which
the person acted, executed the instrument.
NOTARY PUBLIC
STATE OF WASHINGTON Notary Public for the State of Was ington
LYNNE E GRAY Residing at W18%
COMMISSION NO.206878
MY COMMISSION EXPIRES My Commission Expires:ci)-`
APRIL 18,2023
STATE OF WASHINGTON )
) ss.
COUNTY OF CLARK )
This record was acknowledged before me on {\(\cuk , 2022, by
\".. .3\0\ , as Chairman for Holt Group Holdings, LLC,
Sole Member of RDS Development, LLC.
NOTARY PUBUC
STATE OF WASHINGTON Notary Pub is for the State of Wa hington
LYNNE E GRAY Residingat
COMMISSION NO. 206878
MY COMMISSION EXPIRES My Commission Expires: c*1 �. J ave 3
APRIL 18,2023
Assignment and Assumption Agreement and
Amendment to Improvement Agreement for Tract No. 28561-1 and 28561:
Rio Del Sol: Montecito
EXHIBIT "A"
LEGAL DESCRIPTION OF "PALAZZO" PROPERTY
Palazzo lejial description
LOTS 8 AND 11 OF TRACT NO. 28561-1 AS SHOWN ON A MAP
FILED IN BOOK 323, PAGES 35 TO 49, INCLUSIVE OF MAPS,
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
MODIFIED LOTS 1, 2 AND B AND REVISED LOT 3, AS SHOWN
ON CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT
NO. 2004-411, RECORDED MAY 20, 2005 AS INSTRUMENT NO.
2005-0405698 OF OFFICIAL RECORDS. BEING PORTIONS OF
LOTS 1, 2, 3 AND B OF TRACT NO. 28561-1, AS PER MAP
RECORDED IN BOOK 323 PAGES 35 THROUGH 49, INCLUSIVE
OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
ADJUSTED LOTS 4, 5 AND 6, AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-388,
RECORDED JUNE 17, 2005 AS INSTRUMENT NO. 2005-0480415
OF OFFICIAL RECORDS. BEING PORTIONS OF LOTS 3
THROUGH 6 OF TRACT NO. 28561-1, AS PER MAP RECORDED
IN BOOK 323, PAGES 35 THROUGH 49, INCLUSIVE OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
MODIFIED LOT 7, AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-412,
RECORDED MAY 20, 2005 AS INSTRUMENT NO. 2005-405699 OF
OFFICIAL RECORDS. BEING PORTIONS OF LOTS 7 AND C OF
TRACT NO. 28561-1, AS PER MAP RECORDED IN BOOK 323,
PAGES 35 THROUGH 49, INCLUSIVE OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
ADJUSTED LOTS 9 AND 10, AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-390,
RECORDED OCTOBER 7, 2004 AS INSTRUMENT NO. 2004-
0797896 OF OFFICIAL RECORDS. BEING PORTIONS OF LOTS 9
AND 10 OF TRACT NO. 28561-1, AS PER MAP RECORDED IN
BOOK 323, PAGES 35 THROUGH 49, INCLUSIVE OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ADJUSTED LOT 20 AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-372,
RECORDED JULY 1, 2004 AS INSTRUMENT NO. 2004-0510935 OF
OFFICIAL RECORDS. BEING PORTIONS OF LOTS 19, 20 AND 21
OF TRACT NO. 28561-1, AS PER MAP RECORDED IN BOOK 323
PAGES 35 THROUGH 49, INCLUSIVE OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
MODIFIED LOT 21 AND ADJUSTED LOT 22 AS SHOWN ON
CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT NO.
2004-373, RECORDED JULY 1, 2004 AS INSTRUMENT NO. 2004-
0510936 OF OFFICIAL RECORDS. BEING PORTIONS OF LOTS 21
AND 22 OF TRACT NO. 28561-1, AS PER MAP RECORDED IN
BOOK 323, PAGES 35 THROUGH 49, INCLUSIVE OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ADJUSTED LOT 26 AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-374,
RECORDED JULY 1, 2004 AS INSTRUMENT NO. 2004-510937 OF
OFFICIAL RECORDS. BEING A PORTION OF LOT 26 OF TRACT
NO. 28561-1, AS PER MAP RECORDED IN BOOK 323, PAGES 35
THROUGH 49, INCLUSIVE OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
7
LOTS 103 THROUGH 112 INCLUSIVE, 119 THROUGH 153
INCLUSIVE, 159 AND LETTERED LOTS D AND N TO S,
INCLUSIVE, OF TRACT NO. 28561 AS SHOWN ON A MAP FILED
IN BOOK 343, PAGES 15 THROUGH 22, INCLUSIVE OF MAPS,
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
ADJUSTED LOTS 113 TO 116, INCLUSIVE AS SHOWN ON
CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT NO.
2004-375 RECORDED JULY 1, 2004 AS INSTRUMENT NO. 2004-
0510938 OF OFFICIAL RECORDS, BEING PORTIONS OF LOTS
113 TO 116, INCLUSIVE OF TRACT NO. 28561, AS PER MAP
RECORDED IN BOOK 343 PAGES 15 THROUGH 22, INCLUSIVE
OF MAPS, RECORDS OF SAID COUNTY.
ADJUSTED LOTS 117 AND 118 AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-376
RECORDED JULY 1, 2004 AS INSTRUMENT NO. 2004-0510939 OF
OFFICIAL RECORDS, BEING PORTIONS OF LOTS 117 AND 118
OF TRACT NO. 28561, AS PER MAP RECORDED IN BOOK 343
PAGES 15 THROUGH 22, INCLUSIVE OF MAPS, RECORDS OF
SAID COUNTY.
ADJUSTED LOTS 154, 155 AND 156 AS SHOWN ON
CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT NO.
2004-394 RECORDED NOVEMBER 02, 2004 AS INSTRUMENT
NO. 2004-0868733 OF OFFICIAL RECORDS, BEING PORTIONS OF
LOTS 154, 155, 156 AND 157 OF TRACT NO. 28561, AS PER MAP
RECORDED IN BOOK 343 PAGES 15 THROUGH 22, INCLUSIVE
OF MAPS, RECORDS OF SAID COUNTY.
MODIFIED LOT 157 AND ADJUSTED LOT 158 AS SHOWN ON
CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT NO.
2004-395 RECORDED NOVEMBER 02, 2004 AS INSTRUMENT
NO. 2004-0868734 OF OFFICIAL RECORDS, BEING PORTIONS OF
LOTS 157 AND 158 OF TRACT NO. 28561, AS PER MAP
RECORDED IN BOOK 343 PAGES 15 THROUGH 22, INCLUSIVE
OF MAPS, RECORDS OF SAID COUNTY.
AMENDED EXHIBIT "B-1" "PALAZZO"
ESTIMATED COST OF IMPROVEMENTS AND REQUIRED SECURITY AMOUNTS
The following estimates are based upon a cost estimate from Fomotor Engineering,
dated November 5, 2021
STREET IMPROVEMENTS: $ 467,556
STORM DRAIN IMPROVEMENTS: 41,920
SUBTOTAL: $ 509,476
PLUS 15% CONTINGENCIES: 76,421
TOTAL: $ 585,897
ROUNDED TOTAL: $ 586,000
WATER IMPROVEMENTS: $ 129,247
SEWER IMPROVEMENTS: 81,420
SUBTOTAL: $ 210,667
PLUS 15% CONTINGENCIES: 31,600
TOTAL: $ 242,267
ROUNDED TOTAL: $ 242,300
GRAND TOTAL: $ 828,300
REQUIRED SECURITIES (Note 1):
FAITHFUL PERFORMANCE SECURITY: $ 828,300
LABOR & MATERIALS SECURITY: $ 414,150
WARRANTY SECURITY: $ 82,830
MONUMENTATION CASH SECURITY: $ 9,000
Note 1: Improvement securities to be posted prior to final inspection of release
of any single family dwellings. Warranty security to be posted prior to City
acceptance of tract improvements or release of faithful performance or labor and
materials securities.
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PASEO DEL SOL
-1 1
1) LEGEND
LL '._ NEW STREET
1i/1,;?;,%/,%%a HOMESITES IN PA________________________1"=200'
DATE PREPARED: 12/27/2021 EXHIBIT B-2
PALAZZO FOMOTOR ENGINEERING
225 S. CMC ORII, SUITE 1-5, PALM SPRINGS, CA. 92262
STREET IMPROVEMENTS PHONE: (760)323-1842 FAX (760)J2.3-1742
EMAIL:PHILLFOTOMOTOR.COM