HomeMy WebLinkAbout18-03 CC Resolution RESOLUTION NO. 18-03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA CONSENTING TO THE SALE OF
RORIPAUGH VALLEY RESTORATION'S INTERESTS IN
THE RORIPAUGH RANCH DEVELOPMENT AGREEMENT
TO WOODSIDE HOMES (WOODSIDE 05S, LP)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
Section 1. Recitals. The City Council of the City of Temecula does hereby
find, determine and declare that:
(a) On December 17, 2002, the City Council approved the
"Preannexation and Development Agreement by and between the City of Temecula and
Ashby USA, LLC," recorded in the Official Records of Riverside County on January 3,
2003 as Document No. 2003-018567. The Development Agreement has been amended
three times: (1)the First Amendment to the Development Agreement Between the City of
Temecula and Ashby USA, LLC, dated February 14, 2006 and recorded on March 7, 2006
in the Official Records of Riverside County as Document No. 2006-0162268; (2) the
Second Amendment to the Development Agreement Between the City of Temecula and
Ashby USA, LLC, dated April 23, 2013 and recorded on July 3, 2013 in the Official
Records of Riverside County as Document No. 2013-0324057; and (3) the third
Amendment to the Development Agreement between the City of Temecula and Ashby
USA, LLC, dated March 8, 2016 and recorded on April, 20, 2016 in the Official Records
of Riverside County as Document No. 2016-0156276. The December 17, 2002
development agreement, as amended, shall be referred to as the "Development
Agreement."
(b) Phase II of the Roripaugh Ranch Project(generally east of Butterfield
Stage Road) is owned by Roripaugh Valley Restoration, LLC. ("RVR") and Wingsweep
Corporation. RVR owns a large portion of Phase II. RVR acquired its interests in Phase
II from the Federal Deposit Insurance Corporation ("FDIC") following the failure of
AmTrust Bank which had taken over the project from the original developer, Ashby USA,
LLC. Under the Development Agreement, RVR is responsible for the payment of 90% of
the costs of the public improvements beyond those costs paid with the proceeds of
Community Facilities District Bonds and Wingsweep Corporation is responsible for 10%
of such costs.
(c) RVR proposes to sell its interest in the Roripaugh Ranch Project to
Woodside Homes and assign both its rights and obligations in the Development
Agreement to Woodside Homes. This means that Woodside Homes will take over the
design, property acquisition and construction of the public improvements to the same
extent as RVR, share the costs not paid for with the CFD Bonds with Wingsweep in
addition to developing homes within the project area.
Resos 18-03 1
(d) Section 2.5.3 of the Development Agreement requires the City
Council to consent to the assignment of the Development Agreement to Woodside Home
because the public improvements have not been completed. The proposed Assignment
Agreement between RVR and Woodside Homes specifically provides that Woodside
Homes"expressly and unconditionally agrees to assume all duties and obligations of RVR
under the DA remaining to be performed."
Section 2. Consent to Assignment. In accordance with the provisions of
Section 2.5.3 of the Development Agreement, the City Council of the City of Temecula
hereby consents to the assignment of RVR's rights and obligations in the Development
Agreement to Woodside 05S, LP, a California limited partnership ("Woodside Homes")
and hereby authorizes the Mayor to execute the "Consent to Sale" in substantially the
form attached hereto as Attachment A with such non-substantive changes as may be
approved by the City Attorney as necessary and convenient to implement the purposes
of the Agreement. The City Manager is authorized and directed to take all actions
necessary and convenient to implement the assignment described in this resolution and
to enter into such additional agreements as may be necessary and convenient to
implement the assignment, including but not limited to, executing estoppel certificates,
operating memoranda and agreements, certifications, escrow, and similar agreements
and actions.
Section 3. Certification. 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 9th day of January, 2018.
Matt RahrT, Mayor
ATT
sir
Ran. City Clerk
[SEAL]
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Resos 18-03 2
STATE OF CALIFORNIA )
111
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA
I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing
Resolution No. 18-03 was duly and regularly adopted by the City Council of the City of
Temecula at a meeting thereof held on the 9th day of January, 2018, by the following vote:
AYES: 4 COUNCIL MEMBERS: Comerchero, Edwards, Stewart, Rahn
NOES: 0 COUNCIL MEMBERS: None
ABSTAIN: 0 COUNCIL MEMBERS: None
ABSENT: 1 COUNCIL MEMBERS: Naggar
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Vim/
Randi Johl, City Clerk
1
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Resos 18-03 3
111 CITY CONSENT
Recording requested by
and when recorded mail to
Woodside 05S, LP
460 West 50 North, Suite 205
Salt Lake City. UT 84101
Attention: Wayne Farnsworth
APN: Space Above Line for Recorder's Use Only
CONSENT TO SALE
This Consent to Sale of Property (the "Consent") is granted by the City of Temecula (the
"City") as of , 2018, pursuant to the terms of the "Preannexation and
Development Agreement between the City of Temecula and Ashby USA, LLC" (the
"Development Agreement") initially approved by the City on December 17, 2002, and
recorded on January 9, 2003, as Document No. 2003-018567 in the Official Records of
the County of Riverside.
RECITALS
A. The Development Agreement pertains to property commonly known as the
"Roripaugh Ranch" and has been amended three times, most recently on March 8,
2016 (the "Third Amendment"). The Third Amendment was recorded on April 20,
2016. Within this Consent, the term "Development Agreement" refers to the
Development Agreement as amended through the Third Amendment.
B. Roripaugh Valley Restoration, LLC, a Delaware limited liability company ("RVR")
has succeeded to the interest of Ashby with respect to the RVR Property. RVR
currently owns that portion of the Roripaugh Ranch described on Exhibit A to this
Consent (the "RVR Property"). The RVR Property consists of a portion of what is
generally known as "Phase II" of the development of the Roripaugh Ranch.
C. RVR and Woodside 05S, LP, a California limited partnership ("Woodside") have
entered into an agreement for Woodside to acquire the RVR Property from RVR
(the "Sale"). This Consent is granted with respect to the Sale and the concurrent
assignment of RVR's rights and obligations under the Development Agreement (the
"DA Assignment"). Pursuant to the Development Agreement, RVR and Woodside
have entered into an "Assignment and Assumption Agreement" under which (1)
RVR has agreed to convey to Woodside its rights under the Development
Agreement and (2) Woodside has agreed to assume RVR's obligations under the
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Development Agreement. The Assignment and Assumption Agreement is attached
to this Consent as Exhibit B.
D. This Agreement is intended to fulfill the requirements of Section 2.5.3 of the
Development Agreement and to serve as the City's consent to the Sale and the
Assignment and Assumption Agreement.
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CITY'S CONSENT
By signing this Consent, the City grants its consent to the Sale. In addition, in granting this
Consent, the City acknowledges and consents to the terms of the Assignment and
Assumption Agreement.
"CITY"
City of Temecula, a municipal corporation
Matt Rahn
Mayor
Date:
ATTEST:
Randi Johl
City Clerk
APPROVED AS TO FORM:
Peter M. Thorson
City Attorney
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ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
) ss
COUNTY OF RIVERSIDE
On , before me, ,Notary Public, personally
appeared ,who proved to me on the basis of satisfactory evidence
to be the person(s)whose name(s) is/are subscribed to the within instrument,and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
1
(Seal)
Notary Public
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ASSIGNMENT OF DEVELOPMENT AGREEMENT
Recording requested by and
when recorded mail to
Woodside 05S, LP
460 West 50 North, Suite 205 Salt
Lake City, UT 84101 Attention:
Wayne Farnsworth
APN: Space Above Line for Recorder's Use Only
AGREEMENT FOR THE ASSIGNMENT AND ASSUMPTION OF
RIGHTS AND OBLIGATIONS UNDER THE PREANNEXATION AND DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF TEMECULA AND ASHBY USA, LLC
This Agreement for the Assignment and Assumption of Rights and Obligations under
the Preannexation and Development Agreement between the City of Temecula and
Ashby USA,LLC (the "Agreement") is entered into as of , 2018 (the
"Effective Date") by Roripaugh Valley Restoration, LLC, a Delaware limited liability
company ("RVR") and Woodside 05S, LP, a California limited partnership ("Woodside").
RVR and Woodside shall be referred to within this Agreement as the "Parties."
RECITALS
A. A Preannexation and Development Agreement between the City of Temecula (the
"City") and Ashby USA, LLC ("Ashby") was initially approved by the City on
December 17, 2002, and recorded on January 9, 2003, as Document No.
2003-018567 in the Official Records of the County of Riverside (the "DA"). The DA
pertains to property commonly known as the "Roripaugh Ranch" and has been
amended three times, most recently on March 8, 2016 (the "Third Amendment").
The Third Amendment was recorded on April 20, 2016. Within this Agreement, the
term "DA" refers to the DA as amended through the Third Amendment.
B. RVR has succeeded to the interest of Ashby with respect to that portion of the
Roripaugh Ranch described on Exhibit A to this Agreement (the "RVR Property").
The RVR Property consists of a portion of what is generally known as "Phase II" of
the development of the Roripaugh Ranch.
C. RVR has agreed to convey to Woodside its interest in the RVR Property (the
"Assignment of Property").
D. In connection with the Assignment of Property, RVR has agreed to convey to
Woodside those rights under the DA which are set forth in Paragraph 2 below (the
`Transfer of Rights").
E. In connection with the Assignment of Property, Woodside has agreed to assume
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those obligations of RVR under the DA which are set forth in Paragraph 3 below)
(the "Transfer of Obligations").
F. This Agreement is intended to fulfill the requirements of Section 2.5.3 of the DA
and to serve as notice to the City of the Assignment of Property, the Transfer of
Rights, and the Transfer of Obligations.
G. As of the Effective Date of this Agreement, RVR is not in default under the DA.
AGREEMENT
RVR and Woodside agree as follows:
1. Assignment of Property. The Assignment of Property pertains to and is limited to
that portion of the Roripaugh Ranch described on Exhibit A (the "Transferred
Property").
2. Transfer of Rights. In connection with the conveyance of the Transferred
Property, RVR has assigned to Woodside all of its rights under the DA with
respect to the Transferred Property, including, but not limited to, the vested right
to complete development of the Transferred Property pursuant to the DA.
3. Transfer of Obligations. RVR has delegated to Woodside and Woodside
expressly and unconditionally agrees to assume all duties and obligations of
RVR under the IDA remaining to be performed with respect to the Transferred
Property as of the Effective Date. RVR retains no obligations under the DA.
RVR has delegated to Woodside and Woodside expressly and unconditionally
agrees to assume all duties and obligations of RVR under that certain Joint
Development Agreement between RVR and Wingsweep Corporation, a
California corporation, recorded on July 21, 2017 in the Riverside County
Recorder's Office as Instrument No. 2017-0299518, as amended by that certain
First Amendment to Joint Development Agreement recorded on July 21, 2017 in
the Riverside County Recorder's Office as Instrument No. 2017-0299519
pertaining to the allocation of costs for the design, acquisition of property and
construction of Public Improvements for Phase II of Roripaugh Ranch as
described in the DA.
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4. Execution. RVR and the Woodside have signed this Agreement on the
dates indicated below next to their respective signatures.
"RVR"
Roripaugh Valley Restoration, LLC, a
Delaware limited liability company
By:
Name.
Its:
Date:
"Woodside"
Woodside 05S, LP, a California limited
partnership
By:
' Name.
Its:
Date:
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Exhibit A
Legal Description of Property
See attached
•
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ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness. accuracy.or validity of that document.
STATE OF CALIFORNIA
) ss
COUNTY OF RIVERSIDE
Oil ,before me, ,Notary Public, personally
appeared ,who proved to me on the basis of satisfactory evidence
to be the person(s)whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
111 WITNESS my hand and official seal.
(Seal)
Notary Public
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EXHIBIT"A"
LEGAL DESCRIPTION •
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF TEMECULA,IN
COUNTY OF RIVERSIDE,SPATE OF CALIFORNIA,ANDS DESCRIBED AS FOLLOWS: THE
PARCEL A:
LOTS 7 THROUGH 11 AND LETTERED LOTS"P","J"AND"L"OF TRACT 29353-2,IN THE CITY OF
TEMECULA,COUNTY 01?RIVERSIDE,STATE OF CALIFORNIA,AS PER PLAT RECORDED IN
BOOK 342 OF MAPS,PAGES 73 THROUGH 85,INCLUSIVE,RECORDS OF SAID COUNTY.
PARCEL B:
LOTS 1 THROUGH 15 AND LETTER LOT"A"OF TRACT 29353,TN THE CITY OF TEMECULA,
COUNTY OF RIVERSIDE,STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 401 OF
MAPS PAGES 89 THROUGH 96 INCLUSIVE,RECORDS OF SAID COUNTY.
111 APNS:
9fi4-180.004.6(Lot 7 of Parcel A)
964-180.005-7(Lot B of Parcel A)
964-180.007-9(Lot 10 of Parcel A)
964-180-008-0(Lot 11 of Parcel A) 1
964-180-017-8(Lot I of Parcel B)
964-180-018-9(Lot 2 of Parcel B)
964-180-019-0(Lot 3 of Parcel B)
964-1804020-0(Lot 4 of Parcel B)
964-180421-1(Lot 5 of Parcel 13-Common Area)
964-180-022.2(Lot 6 of Parcel B)
964-180-023-3(Lot 7 of Parcel B)
964-180-024.4(Lot 8 of Parcel B)
964-180-025-5(Lot 9 of Parcel B)
964-180426-6(Lot 10 of Parcel B)
964-180-027-7(Lot 11 of Parcel B)
964-180-028-8(Lot 12 of Parcel B-Common Area)
964-180-029-9(Lot 13 of Parcel B-Common Area)
964-180-030.9(Lot 14 of Parcel B-Common Area)
964-180-031-0(Lot 15 of Parcel B-Common Area)
964-180-032-1(Lot A of Parcel B Compton Area)
I 964-180.033-2(Lot 9 of Parcel A)
964-180-034-3(Lot J of Parcel A-Common Area)
964-180-036-5(Lot L of Parcel A Common Area
964-180-037-6(Lot I of Parcel A-Common Area)
I
07834919001741x6 Exhibit"A"-I