Loading...
HomeMy WebLinkAboutAssessment Lien Discharge Escrow Agreement Quint & Thimmig LLP 3/29/06 ASSESSMENT LIEN DISCHARGE ESCROW AGREEMENT This Assessment Lien Discharge Escrow Agreement (the "Agreement"), dated as of March 23, 2006, is by and between the Temecula Public Financing Authority (the "Authority") and Ashby USA, LLC (the "Property Owner"). RECITALS: WHEREAS, the Board of Directors of the Authority has taken all actions necessary to form the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) (the "CFD"), and the Authority expects to issue, for and on behalf of the CFD, special tax bonds (the "Bonds") and to levy special taxes on property in the CFD which will be used to repay the Bonds; and WHEREAS, the Property Owner owns real property in the CFD, and portions of such property are located in the County of Riverside (the "County") Assessment District No. 161 (the "Assessment District") and are subject to liens (the "Assessment Liens") imposed to secure the payment of assessments levied by the County for the Assessment District; and WHEREAS, the Authority expects to use proceeds of the Bonds to make a payment to the County to discharge a portion of the Assessment Liens (the "Authority Portion"); and WHEREAS, the Property Owner has agreed to provide moneys necessary to discharge the portion of the Assessment Liens not discharged with proceeds of the Bonds (the "Property Owner Portion"); and WHEREAS, to ensure that the Assessment Liens are discharged in full at the time of the closing for the Bonds, the Property Owner now desires to deposit funds with the Authority as necessary to discharge the Property Owner Portion, all as provided in this Agreement. AGREEMENT: Now, therefore, in consideration of the premises and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. The Authority has been advised by the administrator for the Assessment District that the total amount required to discharge the Assessment Liens is $583,610.63 (the "Payoff Amount"), and that the administrator is charging $10,605.00 in connection with the determination of the Payoff Amount. The Authority has been advised by its bond counsel that it can use Bond proceeds to pay $491,158.10 of the Payoff Amount and thereby satisfy the Authority Portion, and that it can use Bond proceeds to pay the $10,605.00 fee of the Assessment District administrator. The Authority has determined that the Property Owner needs to provide $92,452.53 to satisfy the remaining portion of the Payoff Amount and thereby satisfy the Property Owner Portion. Section 2. The Property Owner hereby agrees to remit to the Authority, prior to the sale of the Bonds, the Property Owner Portion in the amount of $92,452.53, by transferring such amount by wire transfer to the City of Temecula's account at Union Bank of California, 26507 Ynez Road, Temecula, California 92591 ABA: 122000496, Account: 2740020830. 20009.01 :J8761 Section 3. If the Property Owner so remits the Property Owner Portion as described in Section 2, and the sale and closing of the Bonds occurs, the Authority agrees to remit or cause to be remitted, on the closing date for the Bonds (a) the amount advanced by the Property Owner in respect of the Property Owner Portion, as described in Section 2 above, to U.S. Bank National Association, on behalf of the County, (b) from the proceeds of the Bonds, the amount of the Authority Portion, as described in Section 1 above, to U.S. Bank National Association, on behalf of the County, and (c) from the proceeds of the Bonds, to the administrator for the Assessment District, $10,605.00 in payment of the fees of the administrator related to the calculation of the Payoff Amount. Section 4. Notwithstanding the foregoing, if for any reason the closing for the Bonds does not occur by May 16, 2006, the Authority agrees to return to the Property Owner the amount of $92,452.53, without interest, by means of a wire transfer to such account as the Property Owner shall specify in writing to the Authority on or prior to May 15, 2006. Section 5. It is hereby acknowledged that the Authority shall have no liability under this Agreement, other than to remit the Property Owner Portion (a) to U.S. Bank National Association, as described in Section 3(a) above, or (b) to the Property Owner, as described in Section 4 above. The Authority shall not be obligated to pay to the Property Owner or any other entity any interest on any funds held by it pursuant to this Agreement. In no event shall the Authority be obligated to advance its own funds for any purposes of this Agreement. No person executing this Agreement for the Authority shall to any extent be personally liable hereunder. Section 6. This Agreement is for the sole benefit of the Authority and the Property Owner, and no other person or entity shall be a beneficiary of this Agreement. Section 7. This Agreement shall in no way obligate the Authority to issue the Bonds for the CFD, and such issuance shall only be on terms and conditions fully satisfactory to the Authority. The Authority does not intend to sign a purchase contract for the sale of the Bonds unless and until, among other conditions, the Property Owner has remitted funds to the Authority as provided in Section 2 above.-2- Section 8. This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement may only be amended in writing, executed by both of the parties hereto. Executed on: March , 2006 ASHBY USA, LLC By: Ashby De a Cal: " lent Company, Inc., ^oration, Managing Member Jtistin K. Ashby, By: USA Investment Partners, LLC, a Nevada limited liability company, Member 20009.01J8761 By: Its: Joseph D. Milanowski Executed on: March , 2006 TEMECULA PUBLIC FINANCING AUTHORITY By: Executive Director -3- Section 8. This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement may only be amended in writing, executed by both of the parties hereto. Executed on: March , 2006 ASHBY USA, LLC By: Ashby Development Company, Inc., a California corporation, Managing Member 20009.01:J8761 By: Justin K. Ashby By: USA Inv a Neva-' Joseph D. Milanowski Its: Executed on: March , 2006 TEMECULA PUBLIC FINANCING AUTHORITY By: Executive Director -3- Section 8. This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement may only be amended in writing, executed by both of the parties hereto. Executed on: March , 2006 ASHBY USA, LLC By: Ashby Development Company, Inc., a California corporation, Managing Member By: Justin K. Ashby, President By: USA Investment Partners, LLC, a Nevada limited liability company, Member By: Its: Joseph D. Milanowski Executed on: April "2, 2006 20009.01J8761 TEMECULA PUBLIC FINANCING AUTHORITY By:Shawn Nelson, Executive Director -3-