HomeMy WebLinkAbout11-04 TPFA Resolution RESOLUTION NO. TPFA 11-04
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
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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 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
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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.
Section 5. The Secretary shall certify to the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Public Financing Authority this 26th day of April, 2011.
Ron Roberts, Chairperson
ATTEST:
. �� .
Susan W. Jone , MMC
City C rk/Board ecret
[SEAL]
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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 11-04 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: 4 BOARD MEMBERS: Comerchero, Edwards, Washington,
Roberts
NOES: 0 BOARD MEMBERS: None
ABSENT: 1 BOARD MEMBERS: Naggar
ABSTAIN: 0 BOARD MEMBERS: None
Susa W. Jones, MMC
City Cler Board Secretary
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