HomeMy WebLinkAboutRecorded Doc 2022-004 V eeorcec1 Loc IJo. 202Z-001
C- IQL13—I
RECORDING REQUESTED BY: 2022-0246635
CITY CLERK 05/27/2022 02:11 PM Fee: $ 0.00
Page 1 of 13
WHEN RECORDED RETURN TO: Recorded in Official Records
County of Riverside
Peter Aldana
City Clerk Assessor-County Clerk-Recorder
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: MONTECITO
THIS ASSIGNMENT AND ASSUMPTION AGREEMENTAND AMENDMENT TO
IMPROVEMENT AGREEMENT ("Assignment and Amendment") is made and entered
into as of this 13 -1'1 day of P-p , 202 2_ , 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. 2019-0513612, 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 "Montecito" 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 Montecito
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
Cityand Assignee have agreed to certain modifications to the Original Agreement as set
g g 9 9
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. 2019-0513612, 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) : One Million Two Hundred Sixty Four Thousand Three Hundred
dollars ($ 1,264,300.00)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) Six Hundred Thirty Two Thousand One Hundred Fifty dollars
($ 632,150.00) 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) One Hundred twenty Six Thousand Four Hundred Thirty dollars
( $ 126,430.00) 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) Eight Thousand dollars ($ 8,000.00 ) 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
every obligation 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 Li111 -d lability Company
By:
Greg 'icek, Manager
ASSIGNEE: RDS DEVELOPMENT, LLC
A California Limited Liability Company
By: HOLT GROUP HOLDINGS, LLC
A Delaware Limited Liability Company
Its Sole Me
By:
Greg K • •e' ' hairman
CITY: CITY OFC HED-.A CITY
A Mun, I Corpor io
�
By: / t ��
Charles P. McClendon
City Manager
ATTEST:
._4
racey '*Martin-z, CMC, Cid lerk
APPROV D A TO FORM: APPROV D A S TO .INTENT:
1r
Eric Vail, City Attorney Johi rella,
Dir. ''' Engineering/Public Works
Attachments: Exhibit "A"
"Amended Exhibit B-1" and "Exhibit B-2"
STATE OF WASHINGTON )
) ss.
COUNTY OF CLARK )
On this -Ahs day of Mck,(2s\ , 2022, before me, personally appeared
C Ct ec\C.v\\ ( ek , who proved to me on the basis of satisfactory evidence to be the person
whose name 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
LYNNE E GRAY Notary Public for the State of Washington
COMMISSION NO. 206878 Residing atl-.CC._e.,�,&2‘
MY COMMISSION EXPIRES My Commission Expires:o*iv ,
APRIL 18,2023
STATE OF WASHINGTON )
) ss.
COUNTY OF CLARK )
This record was acknowledged before me on M�rz.-cam , 2022, by
, as Chairman for Holt Group Holdings, LLC,
Sole Member of RDS Development, LLC.
NOTARY PUBLIC
STATE OF WASHINGTON Notary Public for the State of Wa ington
LYNNE E GRAY Residingat l��C - k.>.1'(\COMMISSION NO. 206878
MY COMMISSION EXPIRES My Commission Expires: o't\
APRIL 18,2023
Assignment and Assumption Agreement and
Amendment to Improvement Agreement for Tract No. 28561-1 and 28561:
Rio Del Sol: Palazzo
EXHIBIT "A"
LEGAL DESCRIPTION OF "MONTECITO" PROPERTY
Montecito lejial description
LOTS 28, 29 AND 30 AND LETTERED LOT E 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.
ADJUSTED LOTS 31, 32 AND 33 AS SHOWN ON LOT LINE
ADJUSTMENT NO. 2004-385, RECORDED OCTOBER 7, 2004 AS
INSTRUMENT NO. 2004-797891, OF OFFICIAL RECORDS, BEING
LOTS 31, 32 AND 33 OF TRACT NO. 28561-1, IN THE CITY OF
CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, 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 34 AND 35 AS SHOWN ON LOT LINE
ADJUSTMENT NO. 2004-386, RECORDED OCTOBER 7, 2004 AS
INSTRUMENT NO. 2004-797892, OF OFFICIAL RECORDS, BEING
LOTS 34 AND 35 OF TRACT NO. 28561-1, IN THE CITY OF
CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, 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 45 AND 46 AS SHOWN ON LOT LINE
ADJUSTMENT NO. 2004-361, RECORDED JUNE 3, 2004 AS
INSTRUMENT NO. 2004-421697, OF OFFICIAL RECORDS, BEING
A PORTION OF LOTS 45 AND 47 AND ALL OF LOT 46 OF TRACT
NO. 28561-1, IN THE CITY OF CATHEDRAL CITY, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, 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 47 AND ADJUSTED LOTS 49 AND 50 AS SHOWN
ON LOT LINE ADJUSTMENT NO. 2004-377, RECORDED AUGUST
24, 2004 AS INSTRUMENT NO. 2004-0667902, OF OFFICIAL
RECORDS, BEING LOTS 47 TO 49, INCLUSIVE AND A PORTION
OF LOT 50 OF TRACT NO. 28561-1, IN THE CITY OF
CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, 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 54 AND ADJUSTED LOT 55 AS SHOWN ON
CERTIFICATE OF COMPLIANCE LOT LINE ADJUSTMENT NO.
2004-379, RECORDED AUGUST 24, 2004 AS INSTRUMENT NO.
2004-0667904 OF OFFICIAL RECORDS. BEING A PORTION OF
LOTS 53, 54 AND 55 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 60 AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-381,
RECORDED AUGUST 24, 2004 AS INSTRUMENT NO. 2004-
0667906 OF OFFICIAL RECORDS. BEING A PORTION OF
MERGED LOTS 59 AND 60 AND PORTION OF LOT 58 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 H AS SHOWN ON CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2004-358
RECORDED JUNE 03, 2004 AS INSTRUMENT NO. 2004-0421694
OF OFFICIAL RECORDS. BEING A PORTION OF LOT H 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.
LOTS 1 TO 41, INCLUSIVE AND LETTERED LOTS A, E, F, G AND
I OF TRACT NO. 28561 AS SHOWN ON A MAP FILED IN BOOK
343, PAGES 15 TO 22, INCLUSIVE OF MAPS, RECORDS
RIVERSIDE COUNTY, CALIFORNIA.
AMENDED EXHIBIT "B-1" "MONTECITO"
ESTIMATED COST OF IMPROVEMENTS AND REQUIRED SECURITY AMOUNTS
The following estimates are based upon a cost estimate from Fomotor Engineering,
dated January 13, 2022
STREET IMPROVEMENTS: $ 341,031
STORM DRAIN IMPROVEMENTS: 96,900
COMPLETION OF PASEO DEL SOL: 456,088
SUBTOTAL: $ 894,019
0
PLUS 15% CONTINGENCIES: 134,103
TOTAL: $1 ,028,122
ROUNDED TOTAL: $ 1,028,100
WATER IMPROVEMENTS: $ 96,161
SEWER IMPROVEMENTS: 109,200
SUBTOTAL: $ 205,361
PLUS 15% CONTINGENCIES: 30,804
TOTAL: $ 236,165
ROUNDED TOTAL: $ 236,200
GRAND TOTAL: $ 1,264,300
REQUIRED SECURITIES (Note 1):
FAITHFUL PERFORMANCE SECURITY: $ 1,264,300
LABOR & MATERIALS SECURITY: $ 632,150
WARRANTY SECURITY: $ 126,430
MONUMENTATION CASH SECURITY: $ 8,000
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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liiiø•�4;4 LEGEND
pa?0cc�<:tYMI STREET COMPLETION
SCALE 1"=250' °,.1�' 7^72 NEW STREET
P:7;% .,W%%,1 HOMESITES IN MONTECITO NEIGHBORHOOD
DATE PREPARED: 12/27/2021 EXHIBIT B-2
MONTECITO FOMOTOR ENGINEERING
225 S. CMC DR/VE, SUITE 1-5, PALM SPRINGS, CA, 91262
STREET IMPROVEMENTS PHONE. (760) 323-1841 FAX: (760)323-1741
EMAIL: PH/LLIP®FOMOTOR.COM