2024-08-12 Appoint CRO - Douglas Wilson (Doc 9)Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 1 of 36
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re
SilverRock Development Company., et al. ,I
Debtors.
Chapter 11
Case No. 24-11647 MFW
(Joint Administration Requested)
Obj. Deadline: TBD
Hearing Date: TBD
DEBTORS' MOTION FOR ENTRY OF AN ORDER (I) APPROVING (A) THE
ENGAGEMENT OF DOUGLAS WILSON COMPANIES AND (B) THE
APPOINTMENT OF DOUGLAS WILSON AS CHIEF RESTRUCTURING
OFFICER EFFECTIVE AS OF JULY 29, 2024 AND (II) GRANTING RELATED
RELIEF
The above -captioned debtors and debtors in possession (collectively, the "Debtors"),
hereby submit this motion (the "Motion") for entry of an order, substantially in the form attached
hereto as Exhibit A (the "Proposed Order"), approving the consulting agreement, attached hereto
as Exhibit C, (the "Engagement Letter") with Douglas Wilson Companies ("DWC"), pursuant
to which DWC will provide critical services, spearheaded by the appointment of Douglas Wilson
as Chief Restructuring Officer (the "CRO"), to independently manage the Debtors in the
administration of the Debtors' chapter 11 cases. In support of this Motion, the Debtors submit the
declaration of Douglas Wilson, attached hereto as Exhibit B (the "Wilson Declaration") and
incorporated herein by reference. In further support of the Motion, the Debtors respectfully states
as follows:
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax
identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC
PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC
(4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The
location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth
Avenue, San Diego, CA 92101.
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 2 of 36
I. JURISDICTION AND VENUE
1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157
and 1334 and the Amended Standing Order of Reference from the United States District Court
for the District of Delaware, dated February 29, 2012. This is a core proceeding within the meaning of
28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. § § 1408 and 1409.
2. The statutory predicates for the relief sought herein are sections 105(a) and 363
of the Bankruptcy Code and Rule 6004 of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules").
3. Pursuant to Local Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local
Rules"), the Debtors consent to the entry of a final order or judgment by the Court in connection with
this Motion if it is later determined that the Court, absent consent of the parties, cannot enter final orders
or judgments consistent with Article III of the United States Constitution.
II. BACKGROUND
4. On August 5, 2024 (the "Petition Date"), the Debtors commenced the above -
captioned chapter 11 cases (the "Chapter 11 Cases") by filing voluntary petitions for relief under
chapter 11 of the Bankruptcy Code with the Court. Through a separate motion, Debtors have
requested that all the Chapter 11 Cases be jointly administered for procedural purposes only
pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. No trustee or examiner has been
appointed in the Chapter 11 Cases.
5. The Debtors are authorized to continue to operate their business and manage their
properties as debtors in possession, pursuant to Bankruptcy Code sections 1107(a) and 1108.
6. Additional information regarding the circumstances leading to the
commencement of these Chapter 11 Cases and information regarding the Debtors' business and
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capital structure is set forth in detail in the Declaration of Robert S. Green Jr .Pursuant to 28
U.S.C. §1746 in Support of the Debtors' Chapter 11 Petitions and First Day Pleadings (the
"First Day Declaration"), and incorporated herein by reference.
A. DWC'S Retention
7. Prior to the Petition Date, pursuant to Consulting Agreement dated July 29, 2024,
DWC began providing services to the Debtors.
8. Since executing the Consulting Agreement, DWC, Mr. Wilson, and his staff have
become familiar with the Debtors' business, financial affairs and capital structure and have
worked closely with the Debtors' management to prepare for and administer the Chapter 11
Cases, including preparing the Debtors' Schedules and Statements of Financial Affairs and
monthly operating reports, assisting with asset sales, and preparing for a potential and smooth
transition to the CRO role. Accordingly, DWC has developed significant expertise and
experience relating to the Debtors, their operations and the Chapter 11 Cases. Given DWC's
familiarity with the Debtors and the Chapter 11 Cases resulting from the Consulting Agreement,
in particular that of Mr. Wilson who has led the DWC team during the engagement, the Debtors
have determined that it is in their best interest to retain DWC and Mr. Wilson to independently
manage the Debtors' business as the Debtors move toward confirming Chapter 11 plans of
reorganization.
9. The Debtors recognize and acknowledge the Protocol for Engagement of Jay
Alix & Associates and affiliates (the "Alix Protocol") which provides a template for the
employment of chief restructuring officers. The Debtors acknowledge that section I.A of the
Alix Protocol provides that "[p]ursuant to the 'one hat' policy ... after accepting an engagement
in one capacity, [a firm] shall not accept another engagement for the same or affiliated debtors in
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 4 of 36
another capacity." To comply with the Alix Protocol, the Consulting Agreement provides that
Debtors are engaging Mr. Wilson only as Chief Restructuring Officer to provide those services
specifically set forth in the Consulting Agreement.
10. Mr. Wilson is the Chairman and CEO of DWC and is based in San Diego,
California. He has over forty (40) years of experience in real estate development, providing
workout, problem resolution, and real estate management services to his companies' clients.
Mr. Wilson and DWC have served as a state and federal court -appointed fiduciary in more than
1,200 projects with assets valued in excess of $15 billion.
11. Mr. Wilson has a successful track record of developing award -winning urban
projects such as Symphony Towers, the home of the San Diego Sympony, the Mark, a 33-story,
240-unit luxury condominium project located near San Diego's Petco Park, and a 675,000
square -foot office complex on the San Francisco Bay Waterfront.
12. As a result of Mr. Wilson's role and experience with the Debtors, his review of
relevant documents, and his discussions with members of the Debtors' management team, he is
familiar with the Debtors' day-to-day operations, business affairs, and books and records.
B. Services to Be Provided
13. As provided in the Consulting Agreement, DWC will be engaged to provide Mr.
Wilson as CRO and certain additional DWC personnel to assist the CRO in the execution of his
duties. Mr. Wilson will be vested with the power and authority to make all decisions that would
otherwise be vested in the Debtors' management in connection with the Chapter 11 Cases. In his
capacity as CRO, Mr. Wilson will perform or cause to be performed such services as are reasonably
necessary to administer the Chapter 11 Cases including, without limitation:
a. Liaise with the Debtors professionals and counsel, and creditor constituents;
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 5 of 36
b. Oversee cash flow and budgeting;
c. Oversee preparation of monthly operating reports;
d. Oversee the creation of a plan, sale, settlement projections, analyses and/or
related Court requirements;
e. Spearhead the Debtors' efforts to successfully obtain Debtor -in -Possession
("DIP") financing;
f. Provide testimony, as may be required in connection with any of the
foregoing or as may otherwise be required in the Chapter 11 Cases;
g.
Oversee the business aspects of the confirmation process, including but not
limited to, (i) feasibility of the plan, (ii) completion of a Chapter 7
comparison,
(iii) solicitation of votes from creditors, (iv) testimony at a confirmation
hearing, and (v) execution of the plan;
h. Oversee the sale process in the event the Debtors seek to sell additional assets
under section 363 of the Bankruptcy Code; and
i. Such other services as may be reasonably requested or directed by the
Debtors and /or other authorized personnel of the Debtors.
C. Professional Compensation
14. The Consulting Agreement is conditioned upon DWC's ability to be (a) retained
in accordance with its customary terms and conditions of engagement (b) compensated for its
services, and (c) reimbursed for the out-of-pocket expenses that it incurs in accordance with its
customary billing practices as set forth in Exhibit B of the Consulting Agreement.
15. DWC will charge the Debtors on an hourly basis at the rates outlined below:
Position
Hourly Rates
Chief Restructuring Officer
$575
Executive Leadership
$450
Managing Director
$425
Forensic Accounting & Controller
$375
Director
$350
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 6 of 36
Staff Accounting
$275
Administrative Support
$175
16. In addition to compensation for professional services rendered by DWC, DWC
will seek reimbursement for reasonable and necessary expenses incurred in connection with the
Chapter 11 Cases, including transportation costs, lodging and meals. D W C 's fee and expense
structure is consistent with and typical of compensation arrangements entered into by DWC and
other comparable firms that render similar services under similar circumstances. The Debtors
believe that DWC's fee and expense structure is reasonable, market -based, and designed to compensate
Mr. Wilson and DWC fairly for their work and to cover fixed and routine overhead expenses.
17. To the extent DWC uses the services of independent contractors in the Chapter
11 Cases, DWC shall pass through the costs of such contractors to the Debtors at the same rate
that DWC pays such contractors, seek reimbursement of actual costs only, ensure that the
contractors are subject to the same conflict checks as required by DWC and file with the Court
such disclosures required by Bankruptcy Rule 2014.
18. Upon approval of the relief requested in this Motion, DWC will not be employed
as a professional pursuant to section 327 of the Bankruptcy Code and it will not submit fee
applications pursuant to sections 330 and 331 of the Bankruptcy Code for its engagement as
CRO. DWC will provide, and file with the court, reports of staffing and compensation earned
and expenses incurred ("Staffing Reports") on a quarterly basis to the following parties
(collectively, the "Notice Parties"): (i) the Debtors; (ii) counsel to the Debtors, and; (iii) the Office of
the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35,
Wilmington, Delaware 19801, Attn: Malcolm M. Bates Malcolm.M.Batesgusdoj.gov, and; (iv) any
party entitled to notice under Bankruptcy Rule 2002 . DWC will submit Staffing Reports within 30 days
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 7 of 36
of the end of each three-month quarterly period. Such reports shall include the names and functions filled
by personnel assigned to the engagement as well as compensation earned and expenses incurred for the
relevant period. The Notice Parties will have 14 days after the date of service of each Staffing Report to
object. Such compensation and expenses will be subject to Court review in the event that an objection is
filed. DWC will file its first Staffing Report by September 30, 2024 for the period covering Mr. Wilson's
appointment through August 31, 2024.
D. Disinterestedness
19. Mr. Wilson's previously declaration in support of this Motion is attached as
Exhibit B (the "Wilson Declaration"). The Wilson Declaration, among other things, set forth
DWC's disinterestedness in connection with the Chapter 11 Cases. The Debtors submit that DWC is a
"disinterested person" as that term is defined by section 101(14) of the Bankruptcy Code. DWC will
continue to monitor its connections and make any needed disclosures during the pendency of its
engagement.
20. To the best of DWC's knowledge except to the extent disclosed herein and in the
Wilson Declaration, DWC has no other connection with the Debtors, their creditors, or other
parties in interest, or the attorneys or accountants of the foregoing or the U.S. Trustee or any
person employed by the U.S. Trustee and does not hold any interest adverse to the Debtors'
estates.
E. Indemnification
21. To provide the indemnification contemplated by the Consulting Agreement to
DWC personnel, as limited by applicable law, the Debtors request that the Court approve the
indemnification provisions as set forth in the Consulting Agreement, to provide Mr. Wilson and
DWC personnel the benefits of indemnification generally afforded to persons in Mr. Wilson or
DWC's position.
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 8 of 36
22. The terms and conditions of the indemnification provisions were negotiated by
the Debtors and DWC at arm's-length and in good faith. The Debtors and DWC believe that the
indemnification provisions contained in the Consulting Agreement are customary and
reasonable for DWC and comparable firms providing restructuring services.
III. RELIEF REQUESTED
23. By this Motion, the Debtors request entry of an order, substantially in the form
of the Proposed Order, authorizing the appointment of Douglas Wilson as CRO and the retention
of certain DWC personnel to assist him in that role, pursuant to sections 105(a) and 363(b) of
the Bankruptcy Code effective as of July 29, 2024. Subject to approval by this Court, Mr.
Wilson will serve as the CRO of each Debtor to assist the Debtors through the Chapter 11 Cases
as more fully described in the Consulting Agreement and herein.
24. The Debtors believe that Mr. Wilson and DWC are well positioned to assist the
Debtors through the Chapter 11 Cases in a cost-efficient manner. The Debtors believe that
immediate appointment of Mr. Wilson as CRO to independently manage the Debtors' affairs
and path to reorganization and retention of DWC personnel to assist him is critical to the
Chapter 11 Cases to provide the Debtors with direction and oversight and to fill the leadership
and management void that will result from the departure of the Officers.
IV. BASIS FOR RELIEF
A. Appointment of Douglas Wilson as CRO and the Retention of DWC to Assist
Him is a Sound Exercise of the Debtors' Business Judgement and Complies with
the Alix Protocol.
25. The Debtors recognize the need for independent executive management to
oversee the administration of the Chapter 11 Cases and their estates. A well -qualified CRO who
can independently manage the Debtors' affairs and assist Debtors in completing the Project (as
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 9 of 36
this term is defined in the First -Day Declaration) is critical in guiding Debtors toward successful
reorganization. Accordingly, the Debtors have a sound business purpose to retain DWC to
provide the CRO and assisting personnel.
26. If approved, the Consulting Agreement provides that DWC will be engaged
solely to provide the CRO and personnel to assist the CRO in the execution of his duties.
Therefore, DWC will wear"one-hat," and Mr. Wilson will serve only as CRO. Thus, the Debtors
submit that the proposed engagement complies with the Alix Protocol.
27. Mr. Wilson has no prior affiliation with the Debtors other than his work with
DWC pursuant to the Consulting Agreement. The terms of the Consulting Agreement were
negotiated at arm's-length and approved by the Debtors' Managing Member pursuant to the
authority granted to it by the Debtors' operating agreements. Accordingly, the Debtors believe
that the approval of the Consulting Agreement with DWC is in the best interest of their estates,
creditors, and other parties in interest.
V. NOTICE AND NO PRIOR REQUEST
28. Notice of this Motion has been or will be provided to the following parties or
their respective counsel: (a) the U.S. Trustee, and; (b) any party that has requested notice
pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that, in light of the nature
of the relief requested, no further notice is necessary.
29. No prior request for the relief sought in this Motion has been made to this or any
other court.
WHEREFORE, the Debtors respectfully request that the Court enter an order,
substantially in the form of the Proposed Order attached hereto as Exhibit A, granting the
relief
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 10 of 36
requested herein and such other and further relief as the Court deems just and proper.
Dated: August 12, 2024 ARMSTRONG TEASDALE, LLP
Wilmington, Delaware
/s/Jonathan M. Stemerman
Jonathan M. Stemerman (No. 4510)
Eric M. Sutty (No. 4007)
Denissee Gueavara (No. 7206)
1007 North Market Street, Third Floor
Wilmington, Delaware 19801
Telephone: (302) 416-9670
j sttemermanA atl 1p. com
esutty(aaatllp.com
d quevara�it,atl 1p. com
-and-
Victor A. Vilaplana (Pro Hac Vice Pending)
P.O. Box 9038
La Jolla, CA 92037
Telephone: (619) 840-4130
vavilaplana@gmail.com
-and-
Benjamin M. Carson (Pro Hac Vice Pending)
5965 Village Way STE E105
San Diego, CA 92130
Telephone: (858) 255-4529
ben@benjamincarson.com
Proposed Counsel to the Debtors and
Debtors in Possession
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 11 of 36
EXHIBIT A
(Proposed Order)
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 12 of 36
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re
SilverRock Development Company., et al.'
Debtors.
Chapter 11
Case No. 24-11647
(Jointly Administration Requested)
Re: Docket No.
ORDER (I) APPROVING (A) THE ENGAGEMENT OF DOUG WILSON
COMPANIES AND (B) THE APPOINTMENT OF DOUGLAS WILSON AS CHIEF
RESTRUCTURING OFFICER EFFECTIVE AS OF JULY 29, 2024, AND (II)
GRANTING RELATED RELIEF
Upon the Debtors' Motion for an Order (I) Approving (A) the Engagement of the Doug
Wilson Companies and (B) the Appointment of Douglas Wilson as Chief Restructuring Officer
Effective as of July 29, 2024, and (II) Granting Related Relief (the "Motion");2 and the Court
finding that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334
and the Amended Standing Order of Reference from the United States District Court for the
District of Delaware dated February 29, 2012; (b) this is a core proceeding pursuant to 28 U.S.C.
§ 157(b)(2); and (c) the Court may enter a final order consistent with Article III of the United
States Constitution; and upon the record herein; and after due deliberation thereon; and it
appearing that sufficient notice of the Motion has been given and that no other or further notice
is necessary; and the Court having found that the relief requested in the Motion is in the best
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal
tax identification number, as applicable, are: SilverRock Development Company, LLC (5730),
RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging,
LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247).
The location of the Debtors' principal place of business and the Debtors' mailing address is 343
Fourth Avenue, San Diego, CA 92101.
13
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 13 of 36
interests of the Debtors' estates, their creditors and other parties in interest; and the Court having
determined that the legal and factual bases set forth in the Motion establish just cause for the
relief granted herein; and good cause appearing therefor; it is hereby
I. ORDERED THAT:
1. The Motion is GRANTED, as set forth herein.
2. Pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, the Debtors are
authorized to, effective as of July 29, 2024: (i) engage DWC on the terms set forth in the
Consultant Agreement as modified by this Order; and (ii) designate and appoint Douglas Wilson
as CRO, subject to the following terms, which apply notwithstanding anything in the Motion or
the Consulting Agreement, or any exhibits related thereto, to the contrary:
(a) DWC shall not act in more than one of the following capacities (crisis
manager, financial advisor, claims agent/claims administrator, or
investor/acquirer) in connection with these Chapter 11 Cases;
(b) In the event the Debtors seek to materially change the terms of the
engagement by (i) modifying the functions of personnel, (ii) adding executive
officers, or (iii) expanding the scope of the Consulting Agreement, a motion
to modify the retention shall be filed;
(c) DCW shall file with the Court, and serve by email or first class mail on the
Notice Parties, a Staffing Report within 30 days of the end of each three-
month quarterly period, which shall include the names and functions filled by
assigned to the engagement as well as compensation earned and expenses
incurred for the relevant period. Each Staffing Report shall contain summary
charts which describe the services provided, including the number of hours
worked by category, identify the compensation earned by each DWC
personnel, and itemize the expenses incurred. Time records shall (i) be
appended to the Staffing Report, (ii) contain detailed time entries describing
the task(s) performed, and (iii) be organized by project category. Where
personnel are providing services at an hourly rate, the time entries shall
identify the time spent completing each task in half-hour increments. DWC
shall file its first Staffing Report by September 30, 2024, for the period
covering DWC's retention through August 31, 2024;
(d) Objections or responses to the Staffing Reports set forth at subparagraph 3(c)
shall be filed and served within 14 days of the date each Staffing Report is
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served upon the Notice Parties. All compensation shall be subject to review
by the Court in the event an objection is filed;
(e) No principal, employee, or independent contractor of DCW or its affiliates
shall serve as a director of any of the Debtors during the pendency of the
Chapter 11 Cases;
(f) The Debtors are permitted to indemnify DCW personnel in accordance with
the Consulting Agreement;
(g) DCW shall not be required to apply to this Court for payment of its monthly
invoices. Monthly invoices shall be paid in the ordinary course of business
by the Debtors;
(h) DCW shall follow the applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, and the Local Rules regarding limitations on
reimbursement of expenses;
(i) For a period of three years after the conclusion of the engagement, neither
DCW nor any of its affiliates shall make any investments in the Debtors; and
(j) DCW shall make appropriate disclosures of any and all facts that may have
a bearing on whether DCW, its affiliates, and/or any individuals working on
the engagement hold or represent a material adverse interest to the Debtors,
their creditors, or other parties -in -interest. The obligation to disclose
identified in this subparagraph is a continuing obligation.
3. Except as otherwise provided in this Order, the Consulting Agreement and any
related agreements, documents, or other instruments may be modified, amended, or
supplemented by the parties thereto in accordance with the terms thereof without further order
of this Court, provided that any such modification, amendment, or supplement shall have no
material adverse effect on the Debtors' estates or creditors.
4. DCW is authorized to apply its retainer (the "Retainer"), as set forth in the
Consulting Agreement.
5. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order.
6. Notwithstanding Bankruptcy Rue 6004 or any other applicable Bankruptcy Rule,
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this Order shall take effect immediately upon approval.
7. This Court shall retain jurisdiction with respect to all matters arising from or
related to the implementation of this Order.
16
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EXHIBIT B
(Wilson Declaration)
17
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re
SilverRock Development Company, et al.,l
Debtors.
Chapter 11
Case No. 24-11647 MFW
(Jointly Administration Requested)
DECLARATION OF DOUGLAS WILSON IN SUPPORT OF DEBTORS' MOTION
FOR ENTRY OF AN ORDER (I) APPROVING (A) THE ENGAGEMENT OF
DOUGLAS WILSON C OMPANIES AND (B) THE APPOINTMENT OF
DOUGLAS WILSONAS CHIEF RESTRUCTURING OFFICER EFFECTIVE AS
OF JULY 29, 2024 AND (II) GRANTING RELATED RELIEF
I, Douglas Wilson, hereby declare under penalty of perjury under the laws of the United
States of America that, to the best of my knowledge and belief, and after reasonable inquiry, the
following is true and correct:
1. I am Chairman and Chief Executive Officer at Douglas Wilson Companies
("DWC"), which provides a wide range of specialized business, workout and real estate services to clients
throughout North America and maintains an office at 1620 Fifth Avenue, Suite 400, San Diego CA
92101.
2. I am duly authorized to make this declaration (the "Declaration") on behalf of
DWC and in support of the Debtors' Motion for Entry of an Order (I) Approving (A) the
Engagement ofDouglas Wilson Companies and (B) the Appointment ofDouglas Wilson as Chief
Restructuring Officer Effective as of July 29, 2024, and (II) Granting Related Relief (the
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996),
SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences,
LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the
Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101.
18
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 18 of 36
"Motion")' to, among other things, approve the engagement letter attached to the Motion
as Exhibit C (the "Consulting Agreement") with DWC, pursuant to which I will serve as
chief restructuring officer ("CRO") for each of the Debtors and DWC will provide additional
personnel to assist me in fulfilling my duties as CRO.
3. Unless otherwise stated in this Declaration, I have personal knowledge of the
facts set forth herein and, if called as a witness, I would testify thereto.
I. QUALIFICATIONS
4. I have over forty (40) years of experience in real estate development, providing
workout, problem resolution, and real estate management services to clients. I have served as a
receiver, consultant, or other form of fiduciary on more than 1,200 matters, many of which have
related to real estate assets. I have extensive experience in distressed property situations
generally, including many court -governed matters extending back several decades. I have
extensive experience with commercial and industrial properties, and I have worked with
recognized real estate firms, institutional investors and traditional lenders, non -bank lenders and
private equity funds. I have also worked with closely -held companies, family business, and
individual entrepreneurs and investors.
5. I first engaged with the Debtors through the Consulting Agreement entered into
between Debtors and DWC on July 29, 2024. Since then, DWC and I have became familiar
with the Debtors' business, financial affairs, and capital structure and have worked closely with
the Debtors' management to prepare for and administer the Chapter 11 Cases, including
preparing the Debtors' Schedules and Statements of Financial Affairs and monthly operating
2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
Motion.
19
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reports, developing a strategy to obtain Debtor -in -Possession ("DIP") financing, developing a
strategy to successfully reorganize the Debtors.
6. Accordingly, DWC and I have developed significant expertise and experience
relating to the Debtors, their operations and the Chapter 11 Cases.
7. I recognize and acknowledge the Protocol for Engagement of Jay Alix &
Associates and affiliates (the "Alix Protocol"), which provides a template for the
employment of chief restructuring officers. I acknowledge that section I.A of the Alix Protocol
provides that "[p]ursuant to the 'one hat' policy ... after accepting an engagement in one capacity, [a firm]
shall not accept another engagement for the same or affiliated debtors in another capacity." To comply
with the Alix Protocol, the Consulting Agreement provides that I will only perform the services of
CRO for the Debtors, with the support of DWC personnel.
8. By virtue of our involvement in the Chapter 11 Cases and our expertise in
restructuring, DWC and I are well qualified to provide services to and represent the Debtors
interests.
II. SERVICES TO BE RENDERED
9. As provided in further detail in the Engagement Letter, I will serve as CRO and
DWC will be engaged to provide certain supporting personnel to assist me in the execution of
my duties as CRO. I will be vested with the power and authority to make all decisions that would
otherwise be vested in the Debtors' management in connection with the Chapter 11 Cases. In
my capacity as CRO, I will perform or cause to be performed such services as are reasonably
necessary to administer the Chapter 11 Cases including, without limitation:
a. Liaise with the Debtors professionals and counsel, members of the Boards
and creditor constituents;
b. Oversee cash flow and budgeting;
20
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c. Oversee the preparation of monthly operating reports;
d. Oversee the creation of a plan, sale, settlement projections, analyses and/or
related Court requirements;
e. Provide testimony, as may be required in connection with any of the
foregoing or as may otherwise be required in the Chapter 11 Cases;
f. Spearhead the Debtors' efforts to obtain Debtor -in -Possession ("DIP")
financing;
g.
Oversee the business aspects of the confirmation process, including but not
limited to, (i) feasibility of the plan, (ii) completion of a Chapter 7
comparison, (iii) solicitation of votes from creditors, (iv) testimony at a
confirmation hearing, and (v) execution of the plan;
h. Oversee the sale process in the event the Debtors seek to sell additional assets under
section 363 of the Bankruptcy Code; and
i. Such other services as may be reasonably requested or directed by the Boards
and or other authorized personnel of the Debtors.
III. PROFESSIONAL COMPENSATION
10. The Consulting Agreement is conditioned upon DWC's ability to be (a) retained
in accordance with its customary terms and conditions of employment, (b) compensated for its
services, and (c) reimbursed for the out-of-pocket expenses that it incurs in accordance with its
customary billing practices as set forth in Exhibit B of the Consulting Agreement.
11. DWC will charge the Debtors on an hourly basis at the rates outlined below:
Position
Hourly Rates
Chief Restructuring Officer
$575
Executive Leadership
$450
Managing Director
$425
Forensic Accounting & Controller
$375
Director
$350
Staff Accounting
$275
Administrative Support
$175
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12. In addition to compensation for professional services rendered by DWC, DWC
will seek reimbursement for reasonable and necessary expenses incurred in connection with the
Chapter 11 Cases, including transportation costs, lodging and meals. DWC's fee and expense
structure is consistent with and typical of compensation arrangements entered into by DWC and
other comparable firms that render similar services under similar circumstances. I believe that
DWC's fee and expense structure is reasonable, market -based, and designed to compensate me
and DWC fairly for our work and to cover fixed and routine overhead expenses.
13. To the extent DWC uses the services of independent contractors in the Chapter
11 Cases, DWC shall pass through the costs of such contractors to the Debtors at the same rate
that DWC pays such contractors, seek reimbursement of actual costs only, ensure that the
contractors are subject to the same conflict checks as required by DWC and file with the Court
such disclosures required by Bankruptcy Rule 2014.
14. Upon approval of the relief requested in the Motion, DWC will not be employed
as a professional pursuant to section 327 of the Bankruptcy Code and it will not submit fee
applications pursuant to sections 330 and 331 of the Bankruptcy Code for its engagement as
CRO. DWC will provide, and file with the court, reports of staffing and compensation earned
and expenses incurred ("Staffing Reports") on a quarterly basis to the Notice Parties.
15. DWC will submit Staffing Reports within 30 days of the end of each three-month
quarterly period. Such reports shall summarize the services provided and identify the
compensation earned and expenses incurred by DWC. The Notice Parties shall have 14 days
after the date each Staffing Report is served upon them to object, and the related compensation
and expenses will be subject to Court review in the event an objection is filed.
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Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 22 of 36
IV. DISINTERESTEDNESS
16. To the best of my knowledge, notwithstanding the Consulting Agreement,
neither I nor any of the DWC personnel who will work on this project have any connection with
the Debtors, their creditors, or other parties in interest, or the attorneys or accountants of the
foregoing or the U.S. Trustee or any person employed by the U.S. Trustee and do not hold any
interest adverse to the Debtors' estates. DWC personnel and I will continue to monitor our
connections and make any needed disclosures during the pendency of the engagement.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is
true and correct.
Dated: August 12, 2024
/s/Douglas Wilson
Douglas Wilson
Chief Executive
Officer
Douglas Wilson Companies
23
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 23 of 36
EXHIBIT C
(Consulting Agreement)
24
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 24 of 36
CONSULTING AGREEMENT
This agreement is entered into as of July 29, 2024, between SilverRock Development
Company, LLC, SilverRock Phase I, LLC, SilverRock Lodging, LLC, SilverRock Luxury
Residences, LLC, SilverRock Luxury Residences, LLC, SilverRock Lifestyle Residences, LLC,
RGC PA 789, LLC — all entities are Delaware limited liability companies and collectively defined as
("Owner"), and Douglas Wilson Companies, a California corporation ("DWC").
1. DWC'S ENGAGEMENT AND SERVICES.
1.1 Services. Owner hereby retains DWC to provide and DWC agrees to provide, the
services described in Exhibit. A (the "Services").
1.2 Term. The term of DWC's engagement shall commence on the date of this
Consulting Agreement and shall continue until termination by either party on at least 30 days'
written notice to the other (the "Term").
2. OWNER'S RESPONSIBILITIES.
Owner shall have the following responsibilities in connection with the Services to be
provided by DWC:
2.1 Owner shall provide full and complete information in Owner's possession or control
and access thereto as requested to allow and as necessary to assist DWC in its performance of the
Services.
2.2 Owner shall designate a knowledgeable and qualified representative with the
necessary authority to approve matters requiring Owner's approval and to render decisions promptly.
2.3 Owner shall contract with such persons or entities as is necessary for such legal,
professional accounting and insurance services as may be necessary for DWC's rendering the
Services.
3. COMPENSATION AND REIMBURSABLE COSTS.
3.1 Compensation and Retainer. As compensation for the Services rendered under this
Consulting Agreement, Owner shall pay DWC on a time and materials basis as set forth on Exhibit
B and in the manner set forth in Paragraph 3.3 below. Upon execution of this Consulting Agreement
Owner shall pay and deposit with DWC a retainer in the amount of $150,000.00. You hereby grant
DWC a security interest in the retainer deposited with DWC pursuant to this Agreement to secure
payment of DWC's fees earned and costs incurred from time to time. You acknowledge and agree
that DWC may file any documents it deems appropriate to evidence, perfect and enforce such lien
and security interest at any time. Current fees and costs will be deducted from this retainer amount
at the time invoices are prepared. DWC may require Owner to reinstate the retainer amount to
maintain a retainer balance. The retainer balance may also be adjusted by DWC from time to time
based on payment history, the anticipated level of activity on Services being required and other
factors. The amount of the retainer requirement is not an estimate or limitation on the total fees and
costs to be incurred.
Consulting Agreement Silver Rock-DWC
1
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 25 of 36
3.2 Reimbursement of Direct Costs. Owner shall also reimburse DWC for any direct
costs advanced by DWC in rendering the Services, including without limitation, legal, accounting, or
other professional fees incurred by DWC in the preparation and entering into this Consulting
Agreement or in the provision the Services.
3.3 Payment Terms. DWC shall invoice Owner for DWC's compensation and all
reimbursable costs on a monthly basis throughout the Term. Payment is due upon Owner's receipt
of each invoice. If full payment is not received within 30 days after the date of the invoice, a
monthly interest charge equal to three percent (3%) of the unpaid balance will be imposed. The
interest charge will continue to accrue, based on the unpaid balance outstanding each month, until
the entire unpaid balance and all interest charges are paid in full.
4. INDEPENDENT CONTRACTOR.
4.1 Status. DWC is an independent contractor of Owner and shall not perform any
Services as an employee or agent of Owner. Owner shall have no right to control or direct the
method, details or means by which DWC performs the Services required under this Consulting
Agreement. DWC shall have no authority to enter into any contract or incur any liability or
obligation on behalf of Owner without the prior approval of Owner.
4.2 Compliance. DWC assumes full responsibility for the payment of all taxes pertaining
to services rendered and compensation paid under this Consulting Agreement. DWC further
assumes full responsibility for compliance with any and all applicable worker's compensation
insurance or similar laws pertaining to services rendered and compensation paid under this
agreement.
5. INSURANCE, INDEMNITY AND LIABILITY.
5.1 Owner's Liability Insurance. Owner shall have and maintain throughout the Term
commercial general liability insurance covering the real property listed on Exhibit C with combined
single limit of at least $2,000,000 per occurrence. DWC shall be named as an additional insured
under such insurance policy. A certificate of insurance shall be provided to DWC as evidence that a
policy providing the required coverage is in full force and effect. The certificate shall provide that
the policy shall not be canceled, terminated or materially changed until at least 30 days' prior written
notice (or 10 days in the case of non-payment of premium) has been given to DWC.
5.2 Indemnity by Owner. Owner shall indemnify and hold DWC and its agents and
affiliate harmless from and against all claims, losses, damages, liabilities and expenses, including
without limitation reasonable attorney's fees ("Claims") arising in connection with the Services, to
the fullest extent permitted by law, except (i) Claims caused by (a) the grossly negligent or wrongful
acts or omissions of DWC or its agents, (b) any acts of DWC or its agents outside the scope of its
engagement or authority, or (c) any breach of this agreement by DWC. Owner's duty to indemnify
DWC shall extend to all Claims arising either during or after the Term.
6. TERMINATION AND SUSPENSION.
6.1 DWC's Breach. If DWC fails to perform any of DWC's obligations under this
Consulting Agreement and such failure is not cured by DWC to Owner's reasonable satisfaction
within 30 days after DWC receives written notice from Owner specifying the breach and the steps to
Consulting Agreement Silver Rock-DWC
2
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 26 of 36
be taken by DWC to cure such breach, DWC shall be in default under this Consulting Agreement.
Upon such default, Owner shall have the right to terminate this agreement.
6.2 Owner's Breach. If Owner fails to perform any of Owner's obligations under this
agreement and such failure is not cured by Owner to DWC's reasonable satisfaction within 30 days
after Owner receives written notice from DWC specifying the breach and the steps to be taken by
Owner to cure such breach, Owner shall be default under this agreement. Upon such default, DWC
shall have, in addition to any and all rights and remedies available to DWC under applicable laws or
under the terms of this Consulting Agreement, the right to terminate this Consulting Agreement.
6.3 Suspension. DWC shall not be obligated to continue to provide the Services so long
as Owner has failed to pay DWC's compensation in accordance with this Consulting Agreement.
7. GENERAL PROVISIONS.
7.1 Attorneys' Fees. If any party institutes or is made a party to an action or proceeding
to enforce or interpret this Consulting Agreement, the prevailing party in such action or proceeding
shall be entitled to recover from the other party reasonable attorneys' fees and costs incurred in
connection with such action or proceeding, or any appeal or enforcement of such action or
proceeding.
7.2 Notices. All notices, requests, demands and other communications under this
Consulting Agreement shall be in writing and shall be deemed duly given (i) on the date of delivery
if personally delivered or delivered via electronic mail with confirmation of receipt, or (ii) one
business day after delivery by overnight courier, telegram or facsimile, to the parties at their
addresses set forth below, or such other address designated from time to time in writing by such
party to all other parties.
7.3 Amendment and Waiver. This Consulting Agreement may be amended only by a
written agreement signed by all parties to this Consulting Agreement. Waiver of any provision of
this Consulting Agreement shall not be deemed or constitute a waiver of any other provision, nor
shall such waiver constitute a continuing waiver.
7.4 Successors and Assigns. This Consulting Agreement shall be binding upon and inure
to the benefit of the parties and their respective heirs, beneficiaries, legal representatives, successors
and assigns.
7.5 Counterparts. This Consulting Agreement may be executed in any number of
counterparts, all of which together shall constitute a binding agreement.
7.6 Governing Law and Severability. This Consulting Agreement shall be governed by
and construed under the laws of the State of California. If any provision of this Consulting
Agreement is invalid or unenforceable, such provision shall (i) be modified to the minimum extent
necessary to render it valid and enforceable, or (ii) if it cannot be so modified, be deemed not to be a
part of this Consulting Agreement and shall not affect the validity or enforceability of the remaining
provisions.
7.7 Entire Agreement. This Consulting Agreement represents the entire agreement
between the parties with respect to the subject matter set forth above, and supersedes all previous
oral and written agreements, communications, representations or commitments.
Consulting Agreement Silver Rock-DWC 3
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 27 of 36
OWNER:
SilverRock Development Company, LLC
By: The Robert Green Company
Its Man
By:
Name: Robert S. Green, Jr.
Its President and CEO
Address: 343 Fourth Avenue
San Diego, CA 92101
Telephone No.: 760-634-6543
Email: robert@therobertgreencompany.com
SilverRock Phase I, LLC
By: The RolxItt Green Company
ME
By: Robert S. Green, Jr,
Its President and CEO
Address: 343 Fourth Avenue
San Diego, CA 92101
Telephone No.: 760-634-6543
Email: robert@therobertgreencompany.com
SilverRock Lodging, LLC
By: The Robert Green Company
Man
By: Robert S. Green, Jr.
Its President and CEO
Address: 343 Fourth Avenue
San Diego, CA 92101
Telephone No.: 760-634-6543
Email: robert@therobertgreencompany.com
Consulting Agreement Silver Rock-DWC
4
SilverRock Luxury Residences, LLC
By: The Robert Green Company, its
Mann
By: Robert S. Green, Jr.
Its President and CEO
Address: 343 Fourth Avenue
San Diego, CA 92101
Telephone No.: 760-634-6543
Email: robert@therobertgreencompany.com
SilverRock Lifestyle Residences, LLC
By: The Robert Green Company, its
By: Robert S. Green, Jr.
Its President and CEO
Address: 343 Fourth Avenue
San Diego, CA 92101
Telephone No.: 760-634-6543
Email: robert@therobertgreencompany.com
RGC PA 789, LLC
By: The Robert Green Company, its
Manager,
By: Robert S. Green, Jr.
Its President and CEO
Address: 343 Fourth Avenue
San Diego, CA 92101
Telephone No.: 760-634-6543
Email: robert@therobertgreencompany.com
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 28 of 36
DWC:
Douglas Wilson Companies,
a California corporation
By:
Name: Douglas P Wilson
Title: Chairman & CEO
Address: 1620 Fifth Avenue, Suite 400
San Diego, CA 92101
Telephone No.: 619-641-1141
Email: dwilson@douglaswilson.com
Consulting Agreement Silver Rock-DWC
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 29 of 36
EXHIBIT A
SERVICES
Douglas Wilson, Chairman and CEO of DWC, will act in the role of Chief Restructuring Officer
(CRO) providing and/ or overseeing the DWC turnaround management and management consulting
team. DWC will provide the following services including but not limited to:
• Review existing financial models and make adjustments, as needed
• Review operations and strategy
• Develop cash flow forecast and business plan
• Forensic accounting and analysis, as applicable
• Work with Owner to develop a restructuring action plan
• Monitor action plan and realization of objectives
• Conduct management meetings
• Negotiate with creditors, third parties and other stakeholders
• Present and communicate results to the Court, board, management, creditors and other
stakeholders
• Appear in Court, as needed
Consulting Agreement Silver Rock-DWC
6
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 30 of 36
EXHIBIT B
COMPENSATION AND COSTS
SCHEDULE OF HOURLY RATES*
Chief Restructuring Officer $575
Executive Leadership $450
Managing Director $425
Forensic Accounting & Controller $375
Director $350
Staff Accounting $275
Administrative Support $175
Butt .1i COSTS AAF illUznAT
COST**
Bond
Court Filing Service
Notary
Photocopies
Postage
Notary
Messenger/Overnight Delivery
Travel, Meals, & Expenses
* Rates for specific personnel may vary slightly from the above based on experience levels but will not exceed
these values for the given category of work performed. Hourly rates will increase subject to a 3% annual increase
effective January 1 of each year.
** Other direct costs we incur in connection with our services, such as outside attorneys, accountants and other
professionals, may be reimbursable based on the terms of our agreement.
Consulting Agreement Silver Rock-DWC
7
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 31 of 36
EXHIBIT C
REAL PROPERTY
(See following legal descriptions)
Consulting Agreement Silver Rork-I)WC
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 32 of 36
EXHIBIT C
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
INTENTIONALLY DELETED
PARCEL B:
THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, RECORDED JULY 15, 2021 AS INSTRUMENT NO. 2021-
0426711 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
PORTION APNS 777-490-041, 777-490-036 AND 777-490-051
PARCEL C:
THAT PORTION OF PARCEL 3 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
LOT `B" OF LOT LINE ADJUSTMENT NO. 2020-0010, RECORDED JULY 16, 2021 AS INSTRUMENT NO. 2021-
0428113 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
APN 777-490-037, 777-490-039 AND A PORTION OF 777-490-040
PARCEL D:
INTENTIONALLY DELETED
PARCEL E:
INTENTIONALLY DELETED
PARCEL F:
INTENTIONALLY DELETED
PARCEL G:
THAT PORTION OF PARCELS 6 AND 7 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS INSTRUMENT NO.
2021-0527060 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
1
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 33 of 36
Order No.: 30081187-005-SM1
EXHIBIT C
LEGAL DESCRIPTION
(continued)
PORTION APNS 777-490-043 AND 777-490-044
PARCEL H:
THAT PORTION OF PARCELS 6, 7 AND 8 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS INSTRUMENT NO.
2021-0527060 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
PORTION APNS 777-490-043, 777-490-044 AND 777-490-045
PARCEL I:
THAT PORTION OF PARCELS 7 AND 8 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS INSTRUMENT NO.
2021-0527060 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
PORTION APNS 777-490-044 AND 777-490-045
PARCEL J:
PARCEL 5 AND LETTERED PARCELS D, E, F AND G OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED
IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
RESERVING THEREFROM PARCELS 5 AND 12, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS
OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE,
TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE
PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE
THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF
OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR OTHER
LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND
1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1B PROPERTY IN SUCH A MANNER
AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS
RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY,
IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED
NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS.
APN 777-490-042, APN 777-060-078, APN 777-490-053, APN 777-490-054, APN 777-490-055
2
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 34 of 36
EXHIBIT C
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
LOTS 1 THROUGH 29 AND LETTERED LOTS A THROUGH L OF TRACT NO. 37730, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK. 479, PAGES
27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND
AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE,
TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL
PARTS OF THE PHASE 1A PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION
FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM
SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO
USE EITHER THE SURFACE FROM SAID PHASE 1 A PROPERTY OR ANY PORTION THEREOF
WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES
WHATSOEVER, OR TO USE THE PHASE 1A PROPERTY IN SUCH A MANNER AS TO CREATE
A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A PROPERTY, AS RESERVED
BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-
0463950 OF OFFICIAL RECORDS.
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 35 of 36
EXHIBIT C
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY THE COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THAT PORTION OF PARCELS 9,10,11 AND 19 OF PARCEL MAP NO. 37207, IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN
BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTYRECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS
INSTRUMENT NO. 2021-0500015 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF
CALIFORNIA, AS DESCRIBED THEREIN.
Case 24-11647-MFW Doc 9 Filed 08/12/24 Page 36 of 36
EXHIBIT C
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL 1:
THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO.
2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
PORTION APN 777-060-083
PARCEL 2:
THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO.
2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
PORTION APN 777-060-085
PARCEL 3:
PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87,
INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND
AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH
THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND
ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT,
HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY
PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES
WHATSOEVER, OR TO USE THE PHASE 1A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A
DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED
RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS
INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS.
APN 777-060-075 AND APN 777-060-078
1