2015 SR Dev Co/Assignment & Assumption AgrREQUESTED BY
AND WHEN RECORDED MAUL TO:
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
Exempt From Recording Fee Pursuant to
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assigmnent and. Assumption Agreement (Assignment' is entered into this ` day
of July, 2015 by and between MC SILVEROCY, LLC, a Colorado limited liability company
("Assignee) and RGC La Quinta Il, LLC, a Delaware limited liability company ("Assignee")
with reference to the following:
RECITALS
A. Pursuant to that certain Limited Liability Company Operating Agreement of
Silveror,k Development Company, LLC entered into by and between Assignor and RGC La
Quinta, LLC as of November 19, 2014 (the "Operating Agreement"), Assignor is the owner of
a seventy percent (70%) Membership Interest of Silverock Development Company, LLC, a
Delaware limited liability company ("SDC") which is the owner in fee simple of certain real
property located at the southwest intersection of Jefferson Street and Avenue 52 in the City of L.a.
Quinta, California (the "Site"). The Site is more particularly describer) on Exhibit "A" which is
attached hereto and incorporated herein by this reference.
B. SDC acquired the Site and certain other adjacent real property (collectively with
the Site, the "Development Property") from the City of La. Quinta, a California. municipal
corporation and chatter city ("City") pursuant to the terms of that certain Purchase, Sale, and
Development Agreement dated November 1, 2014 (the "PSDA''). A Memorandum of Purchase,
Sale, and Development Agreement was recorded in the Official Records of the County of
LLC/2118.19-03 Assignment YS
Riverside on as Instrument No. to provide notice of the
PSDA.
C. On or about the same date as the City and SDC executed the PSDA, the City and
SDC entered into that certain Development Agreement, which was recorded against the
Development Property in the Official Records of the County of Riverside on December 18, 2014,
as Instrument No. 2014-0484106 (the "Development Agreement").
D. Pursuant to the terms of the PSDA and the Development Agreement, the Site is to
be used for a master planned community including hotels, residential units, retail and
accompanying retail (the "Project Component").
E. Pursuant to the terms of the PSDA, the City and SDC entered into that certain
Luxury Hotel Agreement to share Transient Occupancy Tax, that Luxury Hotel Agreement
containing Covenants, Conditions and Restrictions affecting Real Property, that Lifestyle Hotel
Agreement to share Transient Occupancy Tax, and that Agreement containing Covenants,
Conditions and Restrictions affecting Real Property.
F. The PSDA, Development Agreement, the Luxury Hotel Agreement to share
Transient Occupancy Tax, the Luxury Hotel Agreement containing Covenants, Conditions and
Restrictions affecting Real Property, the Lifestyle Hotel Agreement to share Transient
Occupancy Tax and the Lifestyle Hotel Agreement containing Covenants, Conditions and
Restrictions affecting the Real Property are collectively referred to herein as the "Project
Agreements".
G. Assignor now desires to transfer its Membership Interest in Silverock
Development Company, LLC to Assignee and, concurrently therewith, to transfer to Assignee all
of the Assignor's rights and responsibilities under the Operating Agreement and the Project
Agreements. Assignor does not assert that it has any rights or obligations in the Site, the Project
or the Project Agreements separate and apart from those obligations and rights held by SDC, but
nevertheless to the extent Assignee does hold any such rights and obligations they are being
assigned hereunder.
H. Assignee is the sister company of RGC La Quinta, LLC, the other current
member of the SDC. Assignee is taking the title to the Membership Interest instead of RGC La
Quinta LLC solely to avoid a "deemed liquidation" for tax purposes under the Internal Revenue
Code Section 708.
NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein by this reference, and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
LLC1211.9.19-0-1 Assignment v5
L Assignor hereby assigns to Assignee ah of Assignor's Membership Interest in
SDC and all of Assignor's rights and responsibilities under the teens of the Operating
Agreement and the Project Agreements from and after the "Effective Date" (as that term is
defined in Section 4 below) of this Assignment (collectively, the "Assigned Rights and
Obligations").
2. Assignee hereby accepts the foregoing assignment of the Assigned Membership
Interest and Assigned Rights and Obligations, and agrees to be bound by the terms of the
Operating Agreement and the Project Agreements.
3. Intentionally Deleted.
4. This Assignment shall be deemed effective upon the written consent to this
Assignment by the City with respect to the Assignee Membership Interest and Assigned
Obligations (herein referred to as the ")Effective IDate').
5. Except as otherwise described in paragraph 4 above, the parties hereto each
warrant and represent that they have taken all necessary corporate action to authorize the
execution and performance of this Assignment and that the individuals executing this document
on behalf of the parties are authorized to do so, and by doing so, create binding obligations as
described herein of the party represented.
6. This Assignment shall be governed by the internal laws of the State of California,
without regard to conflict of law principles.
7. This Assignment may be signed in counterparts which, when signed by both
parties hereto, shall constitute a binding agreement.
WHEREFORE, the parties hereto have executed this Assignment on the date first written
above.
"ASSIGN OW
MC SILVEROCK, LLC a California limited
liability company
�1 <
Dale: July 70 2015 Name: Graham Culp
Its: Manager
LLC/2118.19-03 Assignment v5
Date: July , 2015
Dated: July �, 2015
4
LLC/2118.19-03 Assignment v5
"ASSIGNEE"
RGC LA QUINTA 1I, LLC, a Delaware
limited liability company
By: The Robert Green Company,
a California corporation
Its:. nnmer---
By:
Robert�SG�,r.
Its: President and Chief Executive
Officer
AGREED TO:
By: RGC La Quinta, LLC,
a Delaware limited liability company
Its: Manager
By: The Robert Green Company,
a California corporation
Its: anager
By:
Robert S. Green, Jr.
Its: President and Chief Executive
Officer
CONSENT
Subject to the following corrections to the foregoing assignment (the
"Assignment"), by execution below, City hereby consents to said Assignment, and to
Assignee's and Assignor's agreement that said Assignment will become effective as of
the date of City's signature below:
1. The statements in Recitals A and B regarding SDC's ownership of the Site are
incorrect. City is the fee owner of the Site. Pursuant to the terms of the PSDA, City has
agreed to sell the Site to SDC upon satisfaction of certain conditions set forth in the PSDA.
Those conditions have not yet been satisfied.
2. The statement in Recital B regarding the recordation of a Memorandum of Purchase,
Sale, and Development Agreement ("Memorandum") against the Site is incorrect. A
Memorandum has not been recorded against the Site. Pursuant to the terms of the
PSDA, the Memorandum will be recorded in the Official Records of Riverside County
("Official Records") at the "Phase 1 Closing" (as that term is defined in the PSDA). The
Phase 1 Closing has not yet occurred.
3. The listing of the "Project Agreements" in Recitals E and F is incorrect. The "Project
Agreements" consist of the following agreements:
A. PSDA.
B. Development Agreement.
C. The following agreements related to the "Luxury Hotel" (as that term is
defined in the PSDA):
1. Agreement to Share Transient Occupancy Tax Revenue ("Luxury
Hotel TOT Sharing Agreement"); and
2, Agreement Containing Covenants, Conditions, and Restrictions
Affecting Real Property ("Luxury Hotel Covenant Agreement"). Pursuant to
the Luxury Hotel TOT Sharing Agreement, the Luxury Hotel Covenant
Agreement will be recorded in the Official Records at the Phase 1 Closing.
D. The following agreements related to the "Lifestyle Hotel" (as that term is
defined in the PSDA):
1. Agreement to Share Transient Occupancy Tax Revenue "Lifestyle
Hotel TOT Sharing Agreement"); and
2, Agreement Containing Covenants, Conditions, and Restrictions
Affecting Real Property ("Lifestyle Hotel Covenant Agreement. "). Pursuant
to the Lifestyle Hotel TOT Sharing Agreement, the Lifestyle Hotel Covenant
882/015610-0065
8887955.1 a09/25/15
Hotel Covenant Agreement will be recorded in the Official Records at the
"Phase 2 Closing" (as that term is defined in the PSDA).
4. The reference in the second sentence of Recital G to "Assignee" is incorrect, and
should instead reference "Assignor."
5. The reference in Section 2 to "Assigned Membership Interest" and the reference
in Section 4 to "Assignee Membership Interest" are incorrect, and should instead
reference "Membership Interest."
6. The reference in Section 4 to "Assigned Obligations" is incorrect, and should
instead reference "Assigned Rights and Obligations."
7. The Assignment was formatted as a recordable instrument. Because none of the
"Developer," "Participant," or "Owner" (as applicable) under any of the Project
Agreements has changed, but in each instance has remained as SDC, the Assignment
does not need to be recorded in the Official Records.
IN WITNESS WHEREOF, City has executed this Consent as of the date set forth
below.
Date: 12015
ATTEST:
Di9itallY signed by
it CityLo
La Quinta
DN- seri,INumber=6f,h,hdhvfj,93,,, '–US, st=California,
DAQW-, 015,1 O=Cityto Quinta, cn=city of La Quinta
Date: 2015.10 23 08,06:44 -07'00'
Susan Maysels, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
882/015610-0065
8887955.1 a10/22/15 —2—
CITY OF LA QUINTA, a California
municipal corporation and charter city
Aj
Digitally signed by Frank 1. Spevacek
DN: serialNum1er=1n615nh01202c 1 r–US,,t=California,
1=La Quinta, o=Frank J. Spevacek, cn=Frank 1. Spevacek
Y' Date: 2015.10.22 17 42 41 -07'00'
Its
Frank J. Spevacek, City Manager