Approve and authorize the execution of Consent to Assignment of two agreements related to development within the development known as Madeira.

Approve and authorize City Manager to execute a Consent to Assignment in the draft form attached as Exhibit 1, allowing a limited liability company that that includes as its members and/or managers, Harvard Investments, Toll Brothers and Varde Partners, that will be acquiring interests of Madeira-Maricopa, LLC, a Delaware limited liability company (“Madeira”) in real property subject to the various agreement to assume Madeira’s rights, title, interest, in, and obligations under various agreements with the City. (Roric Massey, City Attorney)

There will be no fiscal impact as a result of the assignment.  The assignment will modify the parties entitled to the rights and interests and responsible for the obligations and liabilities under the various agreements.

Madeira-Maricopa, LLC (“Madeira”) is a party to that certain Pre-Annexation and Development agreement recorded at 2007-1308897.  Madeira, along with two other entities that also own property within the development known as Madeira (Rainbow I, LLC, an Arizona limited liability company and C&S Rainbow, LLC, an Arizona limited liability company) is also a party to that certain Madeira Master Development Agreement recorded at 2009-1167765.

Madeira is in the process of selling certain property that it owns property within the development known as Madeira to a limited liability company that has yet to be formed, but that will include as members and/or managers the following entities: Harvard Investments, which has served as a master developer of planned communities in Arizona similar in character as Estrella; Toll Brothers, which is a national home builder and developer; and Varde Partners, which is a global investment advisor.  (The entity to be formed as described above is referred to as the “Newly Formed Entity.”)  Madeira is asking the City to consent to the assignment by Madeira of its respective rights, title, interest in, and obligations under the agreements itemized in Exhibit 1, to the Newly Formed Entity’s upon the Newly Formed Entity’s acquisition of the property that is subject to such agreements. The execution of the consent will have the effect of releasing Madeira-Maricopa, LLC from liability under these agreements with respect to the property that is acquired by the Newly Formed Entity.
 
Although the newly formed entity referred to above will be formed prior to closing, the only council meeting before the closing is the meeting on October 4, 2021.  Accordingly, staff is requesting Council to authorize the City Manager to execute a consent to assignment substantially in the form attached hereto as Exhibit 1, upon the formation of the Newly Formed Entity as described above.