HomeMy WebLinkAbout11-032 CC Resolution RESOLUTION NO. 11-32
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA CONSENTING TO THE ASSIGNMENT OF
THE RIGHTS AND OBLIGATIONS OF ASHBY USA, LLC,
IN VARIOUS AGREEMENTS RELATING TO THE
RORIPAUGH RANCH PROJECT TO RORIPAUGH
VALLEY RESTORATION, LLC, AND AUTHORIZING THE
CITY MANAGER TO ENTER INTO AMENDMENTS TO
THESE AGREEMENTS TO CONFIRM THE
ASSIGNMENTS
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
Section 1. The City Council does hereby find, determine and declare as
follows:
A. On November 26, 2002, the City Council approved the Roripaugh Ranch
Specific Plan (SP 11) which provides a specific plan for 804.7 acres in the north east
portion of Temecula. The Specific Plan provides for the development of: (1) a
maximum of 2,015 dwelling units (but is currently planned for 1,745); (2) 110,000
square feet of neighborhood commercial retail space; (3) a 12 acre elementary school
site; (4) a 20-acre middle school site;.(5) a 19.7 acre sports park (Planning Area 27); (6)
a 5.1 acre neighborhood park (Planning Area 6); (7) a fire "station site and fire station
(Planning Area 32); (8) 202.7 acres of natural open space, flood control improvements
to Santa Gertrudes Creek and Long Valley Wash; and (9) on-site and off-site public
infrastructure improvements ("Roripaugh Ranch Project"); and
B. On April 27, 2006, the Temecula Public Financing Authority issued
$51,250,000 Temecula Public Financing Authority Community Facilities District No. 03-
02 (Roripaugh Ranch), 2006 Special Tax Bonds ("Bonds"). The proceeds of the Bonds
will finance the construction of certain designated public improvements to mitigate
impacts of the Project; and
C. The City entered into several agreements, described in Sections 2 and 3
of this Resolution, with the developer of the Roripaugh Ranch Project, Ashby USA LLC
("Ashby USA"), in order to implement the provisions of the Specific Plan and the
Development Agreement and to provide for the issuance of the Bonds and the
acquisition of certain public improvements with the proceeds of the Bonds; and
D. In August 2005 Ashby USA obtained a loan from AmTrust Bank secured,
in part, by a deed of trust on the Ashby USA properties in the Roripaugh Ranch Project;
and
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E. In December 2009 the Federal Deposit Insurance Corporation ("FDIC")
placed AmTrust Bank into receivership. In August 2010, the FDIC, in its capacity as
receiver for AmTrust Bank, assigned the Ashby USA loan to AmT CADC Venture, LLC
("AMT CADC"); and
F. In November 2010, AMT CADC filed a legal action against Ashby USA
and others in Riverside County Superior Court al�eging that Ashby USA is in default of
its loan with AmTrust Bank. The lawsuit seeks judicial foreclosure of Ashby USA's
interests in the Roripaugh Ranch property and, among other causes of action, recovery
of certain additional pledges securing the Iban (Riverside County Superior Court Case
No.RIC 10022621); and
G. AMT CADC notified the City that it has reached an agreement with Ashby
' USA in which Ashby USA's interest in the property in Roripaugh Ranch Project and its
interests in the land use entitlements and Bond agreements for the Project will be
conveyed to Roripaugh Valley Restoration, LLC, a limited liability company, in which
AMT CADC is the only member. In connection with this agreement, AMT CADC has
requested the City to consent to the assignment of Ashby's rights and obligations in the
various agreements between them relating to the development of the Roripaugh Ranch
Project and the Bonds; and
H. The assignment of the rights and obligations of Ashby USA in the �
agreements described in Sections 2 and 3 of this Resolution to Roripaugh Valley
Restoration, LLC, is in the best interests of the City and will benefit the public and fulfill
the purposes of the Development Agreement.
Section 2. The City Council of the City of Temecula hereby consents to the
assignment of the rights and obligations of Ashby USA, LLC, to Roripaugh Valley
Restoration, LLC, in the following agreements:
A. Development Agreement between City of Temecula and Ashby USA, LLC,
dated as of December 17, 2002; and
B. Agreement to Defer Completions of Conditions of Approval Until After
Recordation Final Map for Tract 29353-2 Roripaugh Ranch Specific Plan between the
City of Temecula and Ashby USA, LLC, dated as of September 23, 2003; and
C. First Operating Memorandum to the Recorded Development Agreement
between City of Temecula and Ashby USA, LLC (Roripaugh Ranch Project), dated as of
October 21, 2004; and
D. Joint Community Facilities Agreement (Flood Control Improvements) by
and among Riverside County Flood Control and Water Conservation District, County of
Riverside, City of Temecula, Temecula Public Financing Authority and Ashby USA,
LLC, dated as of November 1, 2004; and
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E. Joint Community Facilities Agreement (Street Improvements) by and
among County of Riverside and City of Temecula and Temecula Public Financing
Authority and Ashby USA, LLC, dated as of November 1, 2004; and
F. Joint Community Facilities Agreement — City Temecula Public Financing
Authority Community Facilities District No. 03-02 (Roripaugh Ranch), dated as of
January 1, 2005; and
G. First Amendment to Agreement to Defer Completion of Conditions of
Approval Until after Recordation of Final Map for Tract 29353-2 (Roripaugh Ranch
Specific Plan), dated as of June 28, 2005; and
H. Agreement between the City of Temecula and Ashby USA LLC for the
Acquisition of Certain Property for Public Rights of Way in connection with the
Roripaugh Ranch Project, dated as of August 23, 2005; and
I. First Amendment to Development Agreement between City of Temecula
and Ashby USA, LLC (Roripaugh Ranch Specific Plan), dated as of February 14, 2006;
and
J. Roripaugh Ranch Project Transportation Uniform Mitigation Fee Program
Improvement and Credit Agreement by and between the City of Temecula, Ashby USA,
LLC, Davidson Roripaugh Ranch 122, LLC, Tanamera/Roripaugh, LLC,
Tanamera/Roripaugh II, LLC, Traditions at Roripaugh and Western Riverside County
Council of Governments, dated as of February 28, 2006; and
K. Second Operating Memorandum to the Recorded Development
Agreement between City of Temecula and Ashby USA, LLC (Roripaugh Ranch Project),
dated as of March 21, 2006; and
L. Assignment and Agreement (Roripaugh Ranch) by and between Ohio
Savings Bank and Ashby USA, LLC, dated as of April 20, 2006; and
M. Third Operating Memorandum to the Recorded Development Agreement
between City of Temecula and Ashby USA, LLC (Roripaugh Ranch Project), dated as of
August 31, 2006; and
N. Fourth Operating Memorandum to the Recorded Development Agreement
between City of Temecula and Ashby USA, LLC (Roripaugh Ranch Project), dated as of
March 6, 2007; and
O. Amended and Restated Acquisition Agreement by and between the
Temecula Public Financing Authority and Ashby USA, LLC, dated as of July 21, 2009.
Section 3. The City Manager is hereby authorized and directed to consent to
the assignment of the rights and obligations of Ashby USA, LLC, to Roripaugh Valley
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Restoration, LLC for such agreements other than those described in Sections 2 and 3 of
this Resolution as to which the City and Ashby USA are parties and as may be
determined by the City Manager to require assignment to Roripaugh Valley Restoration,
LLC.
. Section 4. The City Manager is hereby authorized and directed to enter into
amendments to the agreements described in Sections 2 and Section 3 of this
Resolution on behalf of the City in order to document and implement the consents
approved by this Resolution.
Section 5. The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 26th day of April, 2011.
Ron Roberts, Mayor
ATTEST:
k�� .
Susan . Jone ; MMC
erk
[S EAL]
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STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
the foregoing Resolution No. 11-32 was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 26th day of April, 2011, by the
following vote:
AYES: 4 COUNCIL MEMBERS: Comerchero, Edwards, Washington,
Roberts
NOES: 0 COUNCIL MEMBERS: None
ABSENT: 1 COUNCIL MEMBERS: Naggar
ABSTAIN: 0 COUNCIL MEMBERS: None
.
Susan . Jones, MMC
City Clerk
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