HomeMy WebLinkAboutAgreement A-22-406 Amendment to Escrow Agreement.pdf Agreement No. 22-406
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AMENDMENTTO ESCROW AGREEMENT
This Amendment to Escrow Agreement("Amendment"), dated September 6, 2022 ("Effective Date"), is
entered into by and between Table Mountain Rancherla Band of Indians,a federally recognized sovereign
Indian tribe("Tribe"),the County of Fresno,a Political Subdivision of the State of California("County")and
Wells Fargo Bank,National Association("Escrow Agent").The Tribe,the County and the Escrow Agent are
each a"Party"and are collectively the"Parties"to this Amendment.This Amendment amends that certain I
Escrow Agreement("Agreement"),entered into on April 2,2010 by the Parties.
RECITALS 1
A. The Parties entered into the Agreement on April 2, 2010, under which the Tribe would deposit
the"Escrow Property"(as defined in the Agreement)with the Escrow Agent to ensure that the Tribe pays
for the "Underground Work" (as defined In the Agreement) to be installed pursuant to the "Security
Agreement"(as defined in the Agreement).
B. The Tribe represents that it deposited the Escrow Property In compliance with the Agreement,
that It has completed the Underground Work in compliance with the terms of the Security Agreement,
and that it Is entitled under the"Separate Agreement"(as defined in the Agreement)to the return of the
Escrow Property.
C. The Parties wish to amend the Agreement to include a provision allowing for the termination of
the Agreement in circumstances where the Escrow Property has not been fully disbursed but Is no longer
needed by the County.
In exchange for the mutual promises expressed in this Amendment, the sufficiency of which is hereby
acknowledged,the Parties agree as follows;
1. The following Section 1.6 shall be inserted following Section 1.5, entitled "Termination," of the
Agreement.
Section 1.6,Termination With Remaining Escrow Property.
If the County, in its determination, gives the Escrow Agent and the Tribe notice
that the Escrow Property is no longer needed by the County, then the Escrow
Agent shall, within ten (10) business days of such notice having been provided
(and after making any deduction for the payment of any tax liability under Section
1,4(c),herein,to the extent of any remaining Escrow Property)deliverto the Tribe
the remaining Escrow Property, and any remaining investment earnings and
income, or provide notice to the Applicant that there is no remaining Escrow
Property due to deduction for the payment of any tax liability under Section
1.4(c), and then this Escrow Agreement shall then terminate and be of no further
force and effect except that the provisions of Sections 1.4(c),3.1 and 3.2 hereof
shall survive such termination.
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The County's notice to the Escrow Agent described in this Section 1.6 shall be
substantially in the form provided by Exhibit E hereto and be subscribed by an
officer identified in Exhibit B-3 hereto.
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AMENDMENT TO ESCROW AGREEMENT
Page 1 of 3
The Escrow Agent shall be entitled to conclusively rely on the County's notice to
the Escrow Agent described in this Section 1.6 without further investigation.
2. Exhibit B-3, Certificate as to Authorized Signatures, a true and correct copy of which is attached
to this Amendment,shall be attached to the Agreement.
3. Exhibit E,Form of Release,a true and correct copy of which is attached to this Amendment,shall
be attached to the Agreement.
4. The Tribe represents and warrants to the County that it has completed the Underground Work in
conformity with the terms of the Security Agreement and that it is entitled under the Separate
Agreement to the return of the Escrow Property.
5. Based solely upon the Tribe's representations and warranties in section 2 of this Amendment,the
County shall,within fifteen (15) business days of the Effective Date, provide notice pursuant to
section 1.6 of the Escrow Agreement(as amended by this Amendment)to the Escrow Agent and
the Tribe that the Escrow Property is no longer needed by the County.Upon such notice from the
County that the Escrow Property(and any investment earnings and income) is no longer needed
by the County,the Escrow Agent is hereby authorized and directed to release the Escrow Property
(and any investment earnings and income) to the Tribe in accordance with the Tribe's wire
instructions set forth in Section 6 of this Amendment.
Notwithstanding anything to the contrary in the Agreement or this Amendment,(i)the County's
direction to the Escrow Agent relative to the disposition of the Escrow Property(and any
investment earnings and income)under this Section 5 is not,and shall not be considered as,the
County exercising any ownership interest in the Escrow Property(and any investment earnings
and income),(ii)the County makes no representation,covenant,or warranty to the Escrow
Agent or the Tribe as to such funds,and(iii)the County is not responsible for any deficiency
concerning,or whether there are any claims that may be asserted by any third parties against,
the Escrow Property(and any investment earnings and income).
6. The Tribe represents and warrants to the County and the Escrow Agent that the Tribe's wiring
instructions are:
Receiving Bank:Wells Fargo Bank,N.A.
ABA#: 121000248
Wire Payee: Table Mountain Rancheria
Account No: 4087268223
Notify: eaa-Caws Rosalyn Jamili
Email Address: dcasas@tmrrng rjamili@mr.org �� 1 �►IiA!
Memo: Escrow Funds from Underground Work-w ✓oahove,.A
7. Upon the Effective Date, the Agreement and this Amendment shall together constitute the
Agreement. Unless expressly modified by the terms of this Amendment, all terms of the
Agreement remain in full force and effect.
AMENDMENT TO ESCROW AGREEMENT
Page 2 of 3
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8. Each Party represents and warrants to the other Party that such Party is duly authorized and
empowered to execute,enter into, and perform its obligations set forth in this Amendment,and
that the individual signing this Amendment on behalf of such Party has been duly authorized to
execute this Amendment on behalf of such Party, and will, by signing this Amendment on such
Party's behalf,legally bind such Party to the terms,covenants,and conditions of this Amendment.
Each Party further represents and warrants to the other Party that no other person or entity is
required to give its approval or consent to this Amendment in order for such Party to authorize,
enter into,and perform its obligations under this Amendment,or that if such approval or consent
to this Amendment is required,that such approval or consent has been obtained.
IN WITNESS WHEREOF,the Parties hereby execute this Amendment as of the Effective Date.
TABLE MOUNTAIN RANCHERIA: COUNTY OF FRESNO:
By.
By:
Name: Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
Title:
ATTEST:
WELLS FARGO BANK,N.A.: BERNICE E. SEIDEL, Clerk of the Board of
n Supervisors,County of Fresno,State of California
01
Name: Corey J. Dahlstrand By:
Assistant Vice President Deputy
Title:
AMENDMENT TO ESCROW AGREEMENT
Page 3 of 3
8. Each Party represents and warrants to the other Party that such Party is duly authorized and
empowered to execute, enter into, and perform its obligations set forth in this Amendment, and
that the individual signing this Amendment on behalf of such Party has been duly authorized to
execute this Amendment on behalf of such Party, and will, by signing this Amendment on such
Party's behalf,legally bind such Party to the terms,covenants,and conditions of this Amendment.
Each Party further represents and warrants to the other Party that no other person or entity is
required to give its approval or consent to this Amendment in order for such Party to authorize,
enter into,and perform its obligations under this Amendment,or that if such approval or consent
to this Amendment is required,that such approval or consent has been obtained.
IN WITNESS WHEREOF,the Parties hereby execute this Amendment as of the Effective Date.
TABLE MOUNT RANCHERIA• COUNTY OF FRESNO:
By: •= By:
0- 0j-
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Name: )P•UNW, Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
Title:
ATTEST:
WELLS FARGO BANK,N.A.: BERNICE E. SEIDEL, Clerk of the Board of
Supervisors,County of Fresno,State of California
By:
Name: By:
Deputy
Title:
AMENDMENT TO ESCROW AGREEMENT
Page 3 of 3
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EXHIBIT B-3
Certificate as to Authorized Signatures
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The specimen signatures shown below are the specimen signatures of the individuals who have been {
designated as authorized representatives of County and are authorized to provide notice under Section
1.6 of the Escrow Agreement,as revised by the Amendment to Escrow Agreement,on behalf of County. l
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Name/Title 5 ecimen Signature
Name gnat re
Title
ame Signature
Title
N/A NIA
Name Signature
N/A
Title
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AMENDMENT TO ESCROW AGREEMENT
Exhibit B-3
EXHIBIT E
Form of Release
Date:
Pursuant to Section 1.6 of the Escrow Agreement, executed April 2,2010 by and between the County of
Fresno ("County"), Table Mountain Rancheria ('Tribe"), and Wells Fargo Bank, N.A. ("Escrow Agent"), as
amended by the Amendment to Escrow Agreement executed on[County to insert dote of amendment],
the County hereby notifies the Tribe and Escrow Agent that the County no longer needs the Escrow
Property(as defined in the Escrow Agreement) held by the Escrow Agent.
The County has no objection to the return of the Escrow Property by the Escrow Agent to the Tribe in
accordance with Section 1.6 of the Escrow Agreement, as amended by the Amendment to Escrow
Agreement,and Sections 4 through 6 of the Amendment to Escrow Agreement.
TO: BY:
Wells Fargo Bank, National Association County of Fresno
CTSO Mail Operations
600 South 4th Street 7th Floor By
MAC:N9300-070
Minneapolis,MN 55415 Name:
Attention:Karen Kelly Title:
COPIES TO: [SIGNATURE INSTRUCTIONS: Insert officer
identified on Exhibit 8-3.1
Table Mountain Rancheria
23736 Sky Harbour Road
P.O. Box 410
Friant,CA 93636
Attention:Battiel-C-Ssas,Esq: Rosalyn Jamili,Esq.
Wanger Jones Heisley PC " �p� '1`�l• �^w�v,ew�
265 E. River Park Circle,Suite 310 fl tiw u ll�i
Fresno California 93720
Attention:Timothy Jones,Esq.
AMENDMENT TO ESCROW AGREEMENT
Exhibit E