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CALL TO ORDER:
ROLL CALL:
PUBLIC COMMENTS
CITY COUNCIL REPORTS
AGENDA
TEMECULA CITY COUNCIL
A SPECIAL MEETING
CITY COUNCIL CHAMBERS
41000 MAIN STREET
APRIL 26, 2011 — 2:30 PM
Mayor Ron Roberts
Next in Order:
Council Resolution: 11 -32
TCSD Resolution: 11 -03
TPFA Resolution: 11 -04
Comerchero, Edwards, Naggar, Washington, Roberts
A total of 30 minutes is provided so members of the public may address the City Council
on items that appear within the Consent Calendar or ones that are not listed on the
agenda. Each speaker is limited to three minutes. If the speaker chooses to address the
City Council on an item listed on the Consent Calendar or a matter not listed on the
agenda, a Request to Speak form must be filled out and filed with the City Clerk. Once the
speaker is called to speak, please come forward and state your name for the record.
For all Public Hearing or Business items on the agenda, a Request to Speak form must be
filed with the City Clerk prior to the City Council addressing that item. There is a five -
minute time limit for each speaker.
Reports by the members of the City Council on matters not on the agenda will be made at
this time. A total, not to exceed, 10 minutes will be devoted to these reports.
* **
Convene a Joint Meeting of the City Council /Community Services District /Temecula
Public Financing Authority.
1
JOINT CITY COUNCIL/TCSD /TPFA BUSINESS
1 Roripaugh Ranch Project — Assignment of Rights and Obligations of Ashby USA in
various Agreements with the City, TCSD, and TPFA to Roripaugh Valley Restoration,
LLC
RECOMMENDATION:
1.1 That the City Council adopt a resolution entitled:
RESOLUTION NO. 11-
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
1.2 That the Board of Directors of the Temecula Community Services District adopt
a resolution entitled:
RESOLUTION NO. CSD 11-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
COMMUNITY SERVICES DISTRICT 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
GENERAL MANAGER TO ENTER INTO AMENDMENTS TO THESE
AGREEMENTS TO CONFIRM THE ASSIGNEMENTS
1.3 That the Board of Directors of the Temecula Public Financing Authority adopt a
resolution entitled:
RESOLUTION NO. TPFA 11-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
PUBLIC FINANCING AUTHORITY 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
EXECUTIVE DIRECTOR TO ENTER INTO AMENDMENTS TO THESE
AGREEMENTS TO CONFIRM THE ASSIGNMENTS
2
CITY MANAGER REPORT
CITY ATTORNEY REPORT
ADJOURNMENT
Next regular meeting: Tuesday, May 10, 2011, at 5:30 PM, for a Closed Session, with regular
session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula,
California.
NOTICE TO THE PUBLIC
The agenda packet (including staff reports) will be available for viewing at the Main Reception at City Hall (41000 Main Street,
Temecula) or at the Temecula Library (30600 Pauba Road, Temecula) after 4:00 PM the Friday before the City Council meeting. At
that time, the packet may as well be accessed on the City's website — www.citvoftemecula.orq
Supplemental material received after the posting of the Agenda
Any supplemental material distributed to a majority of the City Council regarding any item on the Agenda, after the posting of the
Agenda, will be available for public review at the Main Reception at the Civic Center (41000 Main Street, Temecula — 8:00 — 5:00
PM). In addition, such material will be made available on the City's web — www.citvoftemecula.orq — and will be available for public
review at the respective meeting.
If you have any questions regarding any item of business on the Agenda for this meeting, please contact City Clerk's Department —
951 -694 -6444.
3
Item No. 1
RECOMMENDATION: That the Board of Directors:
1. That the City Council adopt a resolution entitled:
RESOLUTION NO. 11-
RESOLUTION NO. CSD 11-
Approvals
City Attorney
Director of Finance
City Manager
JOINT CITY COUNCIL /TEMECULA COM MUNITYSERVICES DISTRICT /TEMECULA
PUBLIC FINANCING AUTHORITY AGENDA REPORT
TO: City Council /Board Members /Authority Members
FROM: Peter Thorson, City Attorney
DATE: April 26, 2011
SUBJECT: Roripaugh Ranch Project — Assignment of Rights and Obligations of Ashby USA
in various Agreements with the City, TCSD, and TPFA to Roripaugh Valley
Restoration, LLC
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
2. That the Board of Directors of the Temecula Community Services District adopt a
resolution entitled:
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA COMMUNITY SERVICES DISTRICT 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 GENERAL
MANAGER TO ENTER INTO AMENDMENTS TO THESE
AGREEMENTS TO CONFIRM THE ASSIGNEMENTS
3. That the Board of Directors of the Temecula Public Financing Authority adopt a
resolution entitled:
RESOLUTION NO. TPFA 11-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY 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 EXECUTIVE
DIRECTOR TO ENTER INTO AMENDMENTS TO THESE
AGREEMENTS TO CONFIRM THE ASSIGNMENTS
SUMMARY: Staff is recommending that the City Council, Temecula Community Services District
and Temecula Public Financing Authority adopt resolutions consenting to the assignment of the
rights and obligations of Ashby USA LLC in several agreements to Roripaugh Valley Restoration,
LLC. These agreements relate to the land use approvals for the Roripaugh Ranch Project and the
Community Facilities District 03 -02 Bonds issued to finance certain public improvements for the
Roripaugh Ranch Project.
Roripaugh Valley Restoration, LLC, is a limited liability company whose member is AmT CADC
Venture, LLC ("AMT CADC "). The members of AMT CADC are Oaktree Capital Management, LP,
Toll Brothers, Inc, Milestone Merchant Partners, LLC, and the Federal Deposit Insurance
Corporation ( "FDIC "). AMT CADC and Roripaugh Valley Restoration, LLC, have been formed as
part of the FDIC's receivership of AmTrust Bank, which was Ashby USA's lender for the Roripaugh
Ranch Project, and the FDIC's effort to recover AmTrust Bank's assets.
AMT CADC has reached agreement with Ashby USA, LLC, in which Ashby USA will convey its
interests in the Roripaugh Ranch property and its interests in the land use entitlements and Bond
agreements to Roripaugh Valley Restoration, LLC, as part of the restructuring of the Roripaugh
Ranch Project and the recovery of AmTrust Bank's assets.
The consent of the City, TCSD and Authority to the assignment of Ashby's rights and obligations will
enable Roripaugh Valley Restoration, LLC, to begin work to complete the Roripaugh Ranch Project
or sell it to a developer or to merchant builders. Ashby USA will no longer have a role in the
Roripaugh Ranch Project.
DISCUSSION:
Roripauqh Ranch Project
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 ("Project" or "Roripaugh Ranch Project ").
On December 17, 2002 the City Council also approved a Development Agreement for the Roripaugh
Ranch Project ( "Development Agreement "). The Development Agreement contains provisions that:
(1) Vests authorized land uses and land use requirements for the Project; (2) provides for certain
development fee credits based on the developer's construction of designated public improvements;
and (3) conditions the issuance of building permits on the completion of designated public
improvements necessary to mitigate the impacts of the Project.
CFD Bonds for Public Improvements
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 Community Facilities District comprises the area of the Roripaugh Ranch
Specific Plan. The proceeds of the Bonds will finance the construction of certain designated public
improvements to mitigate impacts of the Project. The debt service on the Bonds is paid for with
Special Taxes levied only on property within the Roripaugh Ranch Specific Plan area.
Several deficiencies in the Official Statement were noted shortly after the Bonds were issued. The
Authority has issued 40 Releases explaining the deficiencies, the status of the Bonds and the status
of the Project.
Despite the financial problems of Ashby USA and the delinquencies in payments of the Special Tax
on the Ashby USA properties, the Authority has continued to make debt service payments for the
Bonds when due. As a condition of issuing the Bonds, the Authority required Ashby USA to post a
letter of credit of approximately $3.5 million to secure the debt service on the Bonds. The letter of
credit was called by the Authority on March 25, 2008 when AmTrust Bank and Citibank did not
renew it in advance of its April 4, 2008 expiration date. The proceeds were then placed into a
reserve account from which funds have been drawn to meet debt service due to delinquencies in
payment of the Special Taxes on the Ashby USA properties.
City Construction of Butterfield Stage Road
On May 12, 2009, the City Council and the Authority approved an Amended and Restated
Acquisition Agreement. This Agreement provides that the City is authorized to construct and
complete the designated Priority Public Improvements (as described in the Agreement, but
principally Butterfield Stage Road and Murrieta Hot Springs Road) and may construct other public
improvements authorized by the Bond Documents if it elects to do so. With the ownership of the
Roripaugh Ranch Project now split among several owners without a master developer, the
construction of Butterfield Field Stage Road could most efficiently be constructed by the City. The
City's costs to construct the Priority Public Improvements will be paid directly with Bond proceeds.
The Agreement also provided for the payment of certain funds to contractors and suppliers who
furnished material and labor for the public improvements and were distributed through an escrow
agreement.
The City Council has approved the plans and specifications for Phase 1 of the construction of
Murrieta Hot Springs Road and Butterfield Stage Roads, generally from the northerly boundary of
the Roripaugh Ranch Specific Plan Area to its southern boundary at Calle Girasol. The Council is
expected to award the contract for the work by July 2011.
Ashby USA Loan, Default and Foreclosure Action
In August 2005, Ashby obtained a loan from AmTrust Bank secured, in part, by a deed of trust on
the Ashby properties in the Roripaugh Ranch Project. As of November 2010 the amount of the loan
was approximately $148 million.
In December 2009 the FDIC placed AmTrust Bank into receivership. In August 2010, the FDIC, in
its capacity as receiver for AmTrust Bank, assigned the Ashby loan to AmT CADC Venture, LLC
('AMT CADC "). AMT CADC is a limited liability company whose members are Oaktree Capital
Management, L.P., Toll Brothers, Inc, and Milestone Merchant Partners, LLC.
According to its website (www.oaktreecapital.com), Oaktree Capital Management, L.P., is a global
alternative and non - traditional investment manager with $82 billion in assets under management as
of December 31, 2010. The firm states it emphasizes an opportunistic, value- oriented and risk -
controlled approach to investments in distressed debt, high yield bonds, convertible securities,
senior loans, corporate control (including power opportunities), real estate, emerging market equities
and mezzanine finance. Oaktree was founded in 1995 by a group of principals who have worked
together since the mid- 1980s. Headquartered in Los Angeles, the firm has approximately 600
employees and offices in 13 cities worldwide
According to its website (www.tollbrothers.com) Toll Brothers is a builder with a National presence in
the luxury market with operations in 50 affluent markets in 21 states. The firm specializes in:
Signature, estate, and executive move -up homes; luxury empty- nester attached and detached
homes; active - adult, age - qualified communities; upscale second -home communities; mid- and high -
end urban low -, mid -, and high -rise condominiums; suburban high - density communities; and luxury
resort -style golf, country club, lake, and marina communities. The firm states that it has strong
corporate credit ratings from Standard & Poor's (BBB -), Moody's (Ba1), and Fitch (BBB -) and that it
ended FY 2009 with $1.9 billion in cash and marketable U.S. Treasury securities and $1.38 billion
available under our 30 -bank credit Facility.
According to its website (www.milestonecap.com), Milestone Merchant Partners' core focus is
providing investment banking services to institutions and companies within the financial services
sector. It states that Milestone's partners and professionals have particular expertise in working
with: Banks and thrifts; commercial, consumer and mortgage finance companies; accounts
receivable management and business process outsourcing firms; insurance and re- insurance
companies; asset managers; we advise our clients on; mergers and acquisitions; corporate finance
solutions; restructuring services; merchant banking; and other strategic alternatives. The principals
of Milestone have completed over $25 billion in M &A and Corporate Finance transactions through
approximately 400 engagements.
In November 2010, AMT CADC filed an action against Ashby USA and others in Riverside County
Superior Court alleging 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 loan (Riverside County
Superior Court Case No.RIC 10022621).
Ashby USA Conveyance of its Property Interests to AMT CADC
AMT CADC notified the City that it has reached an agreement with Ashby in which Ashby'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, TCSD and Authority 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.
The McMillin Companies is advising AMT CADC on the efforts necessary to implement the
conditions of approval for the Roripaugh Ranch Project so as to enable Roripaugh Valley
Restoration, LLC, to complete the Project or sell it to a developer or to merchant builders.
The consent of the City, TCSD and the Authorityto the assignment of Ashby's rights and obligations
under the various agreements and the conveyance of Ashby's interests in the Roripaugh Ranch
properties will enable Roripaugh Valley Restoration, LLC, to complete the Project or sell it to a
developer or to merchant builders. Ashby will no longer have a role in the Roripaugh Ranch Project.
FISCAL IMPACT: The assignment of the Roripaugh Ranch Agreements to Roripaugh
Valley Restoration, LLC, will not have financial impact on the City, Authority or TCSD.
ATTACHMENTS:
City Council Resolution
TCSD Resolution
TPFA Resolution
Letter from CADC
RESOLUTION NO. 11-
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
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 alleging 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 loan (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
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
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.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 26th day of April, 2011.
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
Section 5. The City Clerk shall certify to the adoption of this Resolution.
Ron Roberts, Mayor
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- 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: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
RESOLUTION NO. CSD 11-
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE TEMECULA COMMUNITY SERVICES DISTRICT 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 GENERAL MANAGER TO ENTER
INTO AMENDMENTS TO THESE AGREEMENTS TO
CONFIRM THE ASSIGNMENTS
THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES
DISTRICT OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The Board of Directors 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 Temecula Community Services District ( "TCSD ") entered into
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
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 alleging 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 loan (Riverside County Superior Court Case
No.RIC 10022621); and
G. AMT CADC notified the TCSD 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 TCSD 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 TCSD and will benefit the public and will
benefit the public and fulfill the purposes of the Development Agreement.
Section 2. The Board of Directors of The Temecula Community Services
District hereby consents to the assignment of the rights and obligations of Ashby USA,
LLC, to Roripaugh Valley Restoration, LLC, in the following agreement: Joint
Community Facilities Agreement — TCSD Temecula Public Financing Authority
Community Facilities District No. 03 -02 (Roripaugh Ranch), dated as of January 1,
2005.
Section 3. The General Manager is hereby authorized and directed to consent
to the assignment of the rights and obligations of Ashby USA, LLC, to Roripaugh Valley
Restoration, LLC for such agreements other than those described in Sections 2 and 3 of
this Resolution as to which the TCSD and Ashby USA are parties and as may be
determined by the General Manager to require assignment to Roripaugh Valley
Restoration, LLC.
Section 4. The General 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 Secretary shall certify to the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Community Services District of the City of Temecula this 26 day of April, 2011.
ATTEST:
Susan W. Jones, MMC
City Clerk /Board Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
Jeff Comerchero, President
I, Susan W. Jones, MMC, City Clerk /Board Secretary of the Temecula Community
Services District of the City of Temecula, do hereby certify that the foregoing Resolution
No. CSD 11- was duly and regularly adopted by the Board of Directors of the
Temecula Community Services District of the City of Temecula at a meeting thereof held
on the 26th day of Arpil, 2011, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
Susan W. Jones, MMC
City Clerk/Board Secretary
RESOLUTION NO. TPFA 11-
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE TEMECULA PUBLIC FINANCING AUTHORITY
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 EXECUTIVE DIRECTOR
TO ENTER INTO AMENDMENTS TO THESE
AGREEMENTS TO CONFIRM THE ASSIGNMENTS
THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The Board of Directors 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 ( "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 Authority 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
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 alleging 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 loan (Riverside County Superior Court Case
No.RIC 10022621); and
G. AMT CADC notified the Authority 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 Authority 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 Authority and will benefit the public and
fulfill the purposes of the Development Agreement.
Section 2. The Board of Directors of The Temecula Public Financing Authority
hereby consents to the assignment of the rights and obligations of Ashby USA, LLC, to
Roripaugh Valley Restoration, LLC, in the following agreements:
A. 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
B. 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
C. Joint Community Facilities Agreement by and among the Temecula Public
Financing Authority and Ashby USA, LLC and Eastern Municipal Water District, dated
as of January 1, 2005; and
D. Joint Community Facilities Agreement — City Temecula Public Financing
Authority Community Facilities District No. 03 -02 (Roripaugh Ranch), dated as of
January 1, 2005; and
E. Joint Community Facilities Agreement — TCSD Temecula Public Financing
Authority Community Facilities District No. 03 -02 (Roripaugh Ranch), dated as of
January 1, 2005; and
F. Assignment and Agreement (Roripaugh Ranch) by and between Ohio
Savings Bank and Ashby USA, LLC, dated as of April 20, 2006; and
G. 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 Executive Director is hereby authorized and directed to
consent to the assignment of the rights and obligations of Ashby USA, LLC, to
Roripaugh Valley Restoration, LLC for such agreements other than those described in
Sections 2 and 3 of this Resolution as to which the Authority and Ashby USA are parties
and as may be determined by the Executive Director to require assignment to
Roripaugh Valley Restoration, LLC.
Section 4. The Executive Director 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 Authority in order to document and implement the consents
approved by this Resolution.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Public Financing Authority this 26th day of April, 2011.
ATTEST:
Susan W. Jones, MMC
City Clerk /Board Secretary
[SEAL]
Section 5. The Secretary shall certify to the adoption of this Resolution.
Ron Roberts, Chairperson
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk /Board Secretary of the Temecula Public
Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 11- was
duly and regularly adopted by the Board of Directors of the Temecula Public Financing
Authority at a meeting thereof held on the 26th day of April, 2011, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
Susan W. Jones, MMC
City Clerk/Board Secretary
DEWEY & LEBOEUF
BY EMAIL
Peter M. Thorson
City Attorney, City of Temecula
RICHARDS, WATSON & GERSHON
355 South Grand Ave., 40th Floor
Los Angeles, CA 90071
Dear Mr. Thorson:
April 25, 2011
Dewey & LeBoeuf LLP is a New York limited liability partnership.
Dewey & LeBoeuf LLP
333 South Grand Avenue
Suite 2600
Los Angeles, CA 90071 -1530
T +1 213 621 6000
F +1 213 621 6100
BMurphy@dl.com
Re: Consents to Assignment of Agreements Related to Roripaugh Ranch
Our law firm represents AmT CADC Venture, LLC ( "AmT CADC ") in its
capacity as a successor lender to Ashby USA, LLC ( "Developer ") under a loan agreement dated
as of August 29, 2005 (the "Loan Agreement ") by and between Developer and Ohio Savings
Bank. AmT CADC is the assignee of Ohio Savings Bank's rights under the Loan Agreement
and is the owner and holder of the Loan.
Prior to approximately mid -2007, Developer was engaged in developing a master -
planned community in the City of Temecula commonly known as "Roripaugh Ranch." Loan
proceeds were used to acquire land and to build infrastructure and improvements necessary to
transfer ownership of the land to merchant builders for further construction of residential
neighborhoods. By mid -2007, however, Developer ran out of funds and all construction on the
property was halted. Since then, Developer was unable to resume the construction or repay the
Loan, thereby defaulting on its obligations under the Loan Agreement.
As a result of Developer's defaults, AmT CADC initiated legal proceedings in the
Superior Court of the State of California for the County of Riverside to foreclose on collateral
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Peter M. Thorson
April 25, 2011
Page 2
pledged by Developer as security for its obligations under the Loan Agreement, including certain
real estate owned by Developer within the Roripaugh Ranch project (the "Property").
Upon Developer's request, AmT CADC and Developer are currently engaged in
discussions with a view towards consensual resolution of the foreclosure action. The parties
executed a letter of intent and are proceeding with drafting definitive documents memorializing
the terms and conditions upon which they are prepared to settle. The parties' settlement
contemplates transfer of the collateral in lieu of foreclosure, including transfer of a fee simple
ownership of the Property to Roripaugh Valley Restoration, LLC, a nominee of AmT CADC.
A condition precedent to AmT CADC's agreement to accept voluntary transfer of
the Property under the proposed settlement agreement is the substitution of Roripaugh Valley
Restoration, LLC as a party (instead of Developer) to all governmental, quasi - governmental,
regulatory, utility and tribal government agreements and related documents affecting ownership,
use, and development of the Property. Such agreements include, without limitation, Developer's
and its affiliates' agreements with the City of Temecula (the "City"), the Temecula Public
Financing Authority (the "Authority"), and the Temecula Community Services District (the
"District ").
By this letter, AmT CADC respectfully requests that the City, the Authority, and
the District consent to and effectuate the assignment of their respective agreements to Roripaugh
Valley Restoration, LLC, and adopt such resolutions and execute such documents as are
necessary to evidence their consent.
For your information, Roripaugh Valley Restoration, LLC is a Delaware limited
liability company and a wholly -owned subsidiary of AmT CADC Venture, LLC, a Delaware
limited liability company. AmT CADC Venture, LLC is, in turn, owned by the Federal Deposit
Insurance Corporation (with a 60% ownership interest) and PMO Loan Acquisition Venture,
LLC, a Delaware limited liability company (with a 40% ownership interest). PMO Loan
Acquisition Venture, LLC is a joint venture by and among Gibraltar Capital and Asset
Management, LLC, a wholly owned affiliate of Toll Brothers, Inc., Milestone Merchant Partners,
` Real property securing Developer's obligations to AmT CADC includes the following Roripaugh Ranch parcels,
identified by their assessor's parcel numbers (APNs): 964 -180 -004, 964 - 180 -005, 964 -180 -007, 964 -180 -008,
964 - 180 -017, 964 -180 -018, 964 -180 -019, 964 -180 -020, 964 - 180 -021, 964 - 180 -022, 964 - 180 -023, 964 -180 -024,
964- 180 -025, 964- 180 -026, 964 -180 -027, 964 - 180 -028, 964 -180 -029, 964 - 180 -030, 964 - 180 -031, 964- 180 -032,
964 - 180 -033, 964- 180 -034, 964 - 180 -036, 964 -180 -037, and 964 - 460 -002.
Peter M. Thorson
April 25, 2011
Page 3
LLC and its affiliated asset management group Milestone Asset Resolution Company, and
certain funds managed by Oaktree Capital Management, L.P. and its subsidiaries.
We sincerely appreciate your assistance with obtaining and documenting the
substitution of Roripaugh Valley Restoration, LLC as a party to the relevant agreements. Our
client is looking forward to working cooperatively with the City, the Authority, and the District
to revive the long - stalled development of the Roripaugh Ranch. Please do not hesitate to contact
me directly if you have any questions or would like to discuss this letter in further detail.
AS
Sincerely,
Bennett J. Murphy