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2008/09/16 Riverside, County FY 09, TUMF Scott Rd CFD SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE, STATE OF CALIFORNIA +` FROM: TLMA-Transportation Department SUBMITTAL DATE: September 8, 2008 SUBJECT: TUMF Improvement Credit Agreement (Scott Road CFD 05-8) by and between the County and GHW1 2008, LLC, Tract 28206-1 RECOMMENDED MOTION: That the Board of Supervisors approve the subject Agreement by and between the County and GHW1 2008, LLC, (Developer); and authorize the Chairman to execute same. BACKGROUND: The subject Tract is located within the boundaries of Community Facilities District No. 05-8 (Scott Road CFD), and was conditioned by the County to participate in said m CFD. The Scott Road CFD provides a means of financing the construction of the Scott Road Improvements between Antelope Road and Briggs Road, and .Scott Road Interchange Improvements at 1-215. The Scott Road Improvements are to be constructed by the Riverside County Transportation Department as the lead agency from the proceeds of special taxes levied co c r o Juan e W Director of Transportation WZ o (Continued On Attached Page) 0 FINANCIAL Current F.Y.Total Cost: $ 0 In Current Year Budget: N/A U Current F.Y. Net County Cost: $ 0 Budget Adjustment: N/A J DATA Annual Net County Cost: $0 For Fiscal Year. N/A SOURCE OF FUNDS: TUMF - 100% Positions To Be ❑ z Deleted Per A-30 M t7 Requires 4/5 Vote ❑ w� < C.E.O. RECOMMENDATION: C R, i APPROVE . co LL m CountyExecutive Office Signature Tina Grande MINUTES OF THE BOARD OF SUPERVISORS a a On motion of Supervisor Tavaglione, seconded by Supervisor Stone and duly carried 0 by unanimous vote, IT WAS ORDERED that the above matter is approved as recommended. U U Ayes: Buster, Tavaglione, Stone, Wilson, and Ashley Nays: None Nancy Romero -0 0 Absent: None Clerk t,�l a-B and Date: September 16, 2008 By: , E xC: , Pmnsp. D puty F p 0 21 U V � xm W C. o a Prev. Agn. Ref. District: 3 Agenda Number: ATTACHMENTS FILED 3 . 55 The Honorable Board of Supervisors RE: TUMF Improvement Credit Agreement (Scott Road CFD 05-8) by and between the County and GHW1 2008, LLC, Tract 28206-1 September 8, 2008 Page 2 of 2 or the proceeds of special tax bonds issued by the Scott Road CFD. The County and Developer now desire to enter into this agreement to provide a means by which Developer's participation in the Scott Road CFD is offset against Developer's obligation to pay the applicable TUMF for the subject Tract in accordance with the TUMF administrative plan. Each single-family unit within the subject Tract is to receive a credit in the amount of $10,046 ("TUMF credit amount") against the TUMF that will be charged at issuance of a certificate of occupancy for said unit. The Developer agrees that should the TUMF in effect on the date it secures a certificate of occupancy for each residential unit within the subject Tract is greater than the TUMF credit amount for said unit, the Developer will be obligated to pay the differential amount in cash prior to securing the certificate of occupancy for said residential unit. ,-Ontract No. 08 -08'-©0 A Riy-,rside Co. Transportation COUNTY OF RIVERSIDE COMMUNITY FACILITIES DISTRICT NO. 05-8 (SCOTT ROAD CFD) IMPROVEMENT CREDIT AGREEMENT TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM / This IMPR VEMENT CREDIT AGREEMENT (this "Agreement") is entered into this /,/ day of fQbe rr 2008, by and between the County of Riverside (the "County") and GH 1 2008, LLC (the "Developer"). The County and Developer are sometimes hereinafter referred to individually as "Parry"and collectively as"Parties". RECITALS WHEREAS, the Developer owns Tract No. 28206-1 (the "Tract"), for which a Final Map was recorded on December 28, 2007, as Instrument No. 2007-0770503 and is located within the County of Riverside, California, as shown by Exhibit "A," attached hereto and incorporated herein by this reference; and WHEREAS, the Tract is Phase No. 1 of approved, phased Tract Map No. 28206 (the "Project") that was conditioned by the County to participate in some form of funding mechanism, such as a Community Facilities District,that would provide a means of financing the construction of the following public facilities (the "Scott Road Improvements") that had been determined by the Board of Supervisors to be necessary to mitigate the transportation and circulation needs that would result from the development of the Project: (i) The widening of Scott Road to four lanes between Antelope Road and Briggs Road including all associated appurtenances and rights-of-way; (ii) The widening of the interchange at Interstate 215 and Scott Road and the modification of the ramps to meet future traffic demands including all associated appurtenances and rights-of-way; (iii) The full width improvement to Scott Road from Antelope Road to State Route 79 including all associated appurtenances and rights-of-way, bringing into conformance said facility with the Transportation Uniform Mitigation Fee Program ("TUMF"), as amended from time to time (collectively,the "Scott Road Improvements"); and WHEREAS, the Riverside County Board of Supervisors (the "Board"), on April 4, 2006, adopted Resolution No. 2006-092 establishing Community Facilities District No. 05-8 (Scott Road) of the County of Riverside ("Scott Road CFD") and authorizing the levy of a special tax to pay for the construction or financing of the Scott Road Improvements and Resolution No. CFD 2006-02 determining the need to incur bonded indebtedness in an aggregate principal amount not to exceed $100,000,000 to finance the Scott Road Improvements and called a special election for April 18, 2006, for the qualified electors of the Scott Road CFD to consider Scott Road CFD—Improvement Credit Agreement Page 1 of 8 GHW1 2008,LLC SEP 1 6 2008 5S propositions dealing with the levy of the special tax and the incurrence of bonded indebtedness; and WHEREAS, the Board of Supervisors, on April 25, 2006, canvassed the results of the special election and determined that the qualified electors voted and approved the propositions by more that two-thirds of the votes cast and caused a Notice of Special Tax Lien for the Scott Road CFD to be recorded on May 4,2006; and WHEREAS, the County, by the adoption of Ordinance No. 824, as amended from time to time, established the Transportation Uniform Mitigation Fee Program which requires a developer to pay the fee (the "TUMF") which is set by said Ordinance and which is to be paid as a condition of receiving certification allowing for the occupancy of a residential or commercial structure; the TUMF is intended to represent a new structure's fair share of the estimated costs to construct those transportation improvements needed to mitigate the traffic impacts and burdens placed on the Regional System of Highways and Arterials ("RSHA") generated by a residential or commercial development and determined necessary to protect the safety, health and welfare of persons traveling to and from the such residential or commercial development using the RSHA; and WHEREAS, the Scott Road Improvements have been identified as part of the RSHA and to be among those facilities whose construction is to financed by the collection of the TUMF; and WHEREAS, the Rate and Method of Apportionment of Special Tax for the Scott Road CFD (the "RMA")that has been approved by the Board of Supervisors and the qualified electors of the Scott Road CFD is intended to reflect the amount of the TUMF approved for any given fiscal year, beginning July 1, 2005, with the intent that each unit within a single-family residential tract and each unit within a multifamily residential development will receive a credit against the TUMF in an amount equal to the TUMF in effect for the fiscal year in which the first building permit is issued for a single-family residential tract for a"production unit," as that term is used in the RMA, or in which a building permit is issued for a multi-family development; and WHEREAS, the Scott Road Improvements are to be constructed by the Riverside County Transportation Department as the lead agency from the proceeds of special taxes levied or the proceeds of special tax bonds issued by the Scott Road CFD; and WHEREAS, the County and the Developer now desire to enter into this Agreement to provide a means by which Developer's participation in the Scott Road CFD is offset against Developer's obligation to pay the applicable TUMF (the "TUMF Credit") for the Tract in accordance with the TUMF administrative plan; and WHEREAS, the Tract is located within the boundaries of the Scott Road CFD, as shown on the Boundary Map of the Scott Road CFD recorded as Instrument No. 2006-0167553 on March 8, 2006, or within territory that has been annexed to Scott Road CFD; Scott Road CFD—Improvement Credit Agreement Page 2 of 8 GHW1 2008,LLC NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, Developer and County hereby agree as follows: TERMS 1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein. 2.0 Construction of Improvements. County shall be responsible for constructing the Scott Road Improvements. 3.0 TUMF Credit. 3.1 TUMF Credit for Single-Family Residential Development: The Developer obtained the first building permit for a "production unit" located within the Tract on July 17, 2008. The TUMF in effect on said date was $10,046 per single-family residential unit. Each single-family unit within the Tract is to receive a credit in the amount of $10,046 (the "TUMF Credit Amount") against the TUMF that will be charged at issuance of a certificate of occupancy for said unit. The Developer understands that the TUMF is adjusted annually as of "July I"", as this term is defined in the RMA, and the Developer agrees that should the TUMF in effect on the date it secures a certificate of occupancy for each single-family residential unit constructed on a lot within the Tract is greater than the TUMF Credit Amount for said unit, the Developer will be obligated to pay the differential amount in cash prior to securing the certificate of occupancy for said single-family residential unit. 3.2 TUMF Credit for Multifamily Residential Development: [Not applicable] 4.0 Miscellaneous. 4.1 Assignment. The Developer may assign all or a portion of its rights pursuant to this Agreement to a purchaser of one or more lots within the Tract (an "Assignment"). The Developer and such purchaser and assignee (the "Assignee") shall provide to the County such reasonable proof as it may require that the Assignee is the purchaser of said lots within the Tract. Any assignment pursuant to this paragraph 4.1 shall not be effective unless and until the Developer and Assignee have executed an assignment agreement with the County in a form reasonably acceptable to County, whereby the Developer and the Assignee agree, except as may be otherwise specifically provided therein, to the following: (i) the Assignee shall receive all or a portion of the Developer's rights pursuant to this Agreement, including the TU T Credit Amount for each single-family residential unit developed on a lot within the Tract or for each multifamily residential unit developed on a parcel within the Tract purchased by the Assignee pursuant to this Agreement and (ii) the Assignee shall be bound by all applicable provisions of this Agreement. 4.2 Relationship between the Parties. Both Parties hereby mutually agree that this Agreement shall not operate to create the relationship of partnership,joint venture, or agency Scott Road CFD—Improvement Credit Agreement Page 3 of 8 GHW1 2008, LLC between the County and the Developer. 4.3 Indemnification. Developer agrees to protect, indemnify, defend and hold the Community Facilities District, the County, and their respective directors, officers, Legislative Body, Board of Supervisors, elected officials, employees, representatives and agents (the "Indemnified Parties"), and each of them, harmless from and against any and all claims, including, but not limited to, third-party claims, and against any and all losses, liabilities, expenses, suits, actions, decrees,judgments, awards, reasonable attorney's fees, and court costs which the Indemnified Parties, or any combination thereof, may suffer or which may be sought against or recovered or obtained from the Indemnified Parties, or any combination thereof, as a result of or by reason of or arising out of or in consequence of (a) the approval of this Agreement, (b)the awarding of credit pursuant to or on account of this Agreement, and/or(c)the untruth or inaccuracy of any representation or warranty made by said Developer in this Agreement. If said Developer fails to do so, the Indemnified Parties, or each of them, shall have the right,but not the obligation,to defend the same and charge all of the direct or incidental costs of such defense, including reasonable attorney's fees or court costs,to and recover the same from said Developer. The provisions of this Section shall survive the termination discharge or other termination of this Agreement. 4.4 Warranty as to Property Ownership• Authority to Enter Agreement. The Developer hereby warrants that it owns fee title to the Tract and that it has the legal capacity to enter into this Agreement. Both Parties warrant that the individual(s) who have signed this Agreement on behalf of each Party has the legal power, right, and authority to enter into this Agreement and each individual signing this Agreement has been duly authorized to do so on behalf of said Party. 4.5 Prohibited Interests. The Developer represents and warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Developer, or any parent or related entity of the Developer, to solicit or secure this Agreement. The Developer also warrants that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Developer, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon the making of this Agreement. For breach of this representation and warranty, the County shall have the right to rescind this Agreement without liability. 4.6 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice: To County: Riverside County Transportation Department Attention: Juan C. Perez 4080 Lemon Street, 80'Floor Riverside, CA 92501 Phone No. (951)955-6740 Fax No. (951) 955-3198 Scott Road CFD—Improvement Credit Agreement Page 4 of 8 GHW1 2008,LLC To Developer: GHW 1 2008, LLC Attention: BJ Delzer 17891 Cartwright Rd Irvine, CA 92614 Phone No. (949) 250-9229 Fax No. (949) 250-9231 Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail. 4.7 Cooperation; Further Acts. Both Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement. 4.8 Construction; References; Captions. It is agreed that the Parties and their agents, including legal counsel, have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and that any ambiguity shall not be construed against either Party as the Party responsible for drafting this Agreement. Any term referencing time, days, or period for performance shall be deemed calendar days and not business days. All references to the Developer include all personnel, employees, and agents of the Developer, except as otherwise specified in this Agreement. All references to the County include its elected officials, Board of Supervisors, officers, employees, and agents except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 4.9 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 4.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise. 4.11 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation. 4.12 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 4.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Scott Road CFD—Improvement Credit Agreement Page 5 of 8 GHW1 2008,LLC 4.14 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate Califomia State Court in the County of Riverside, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, the Developer expressly waives any right to have venue transferred pursuant to Califomia Code of Civil Procedure Section 394. 4.15 Time is of the Essence. Time is of the essence in this Agreement, and the Parties agree to execute all documents and proceed with due diligence to complete all covenants and conditions. 4.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 4.17 Entire Agreement. This Agreement contains the entire agreement between County and Developer with respect to matters specifically addressed herein and supersedes any prior oral or written statements or agreements between County and Developer with respect to such matters. [Signatures of Parties on Next Page] Scott Road CFD—Improvement Credit Agreement Page 6 of 8 GHW1 2008,LLC IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. COUNTY OF RIVERSIDE DEVELOPER RECOM NDED FOR APPROVAL: GHW 1 2008, LLC y: Granite Homes of California, By: Date: 6 �� Its Manager Juan C. Perez Director of Transportation By: APPROVED AS TO FORM: J�ELP Printed Name LP t.p�ILS►c�.w.'� By; Z9 A- r7L)rjate: Title Cobnty Counsel APPROVAL BY THE COUNTY BOARD OF SUPERVISORS: B Z: ate:SEP 1 6 008 LSON an, County Boar of Supervisors ATTEST: By: DateSEP 16 2 08 Nancy Romero Clerk of the Board(SEAL) Scott Road CFD—Improvement Credit Agreement Page 7 of 8 GHW1 2008,LLC sEP 16 2008 �s� CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California/ County of On `� �-' G� before me, ate I Here Insert a.and Title of the Officer personally appeared Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(K whose nameW istare subscribed to the within instrument and acknowledged to me that he/sh@Ahey-executed the same in hi reinr authorized LAUM FMMWA"N capacity , and that by hislhe~signatureW on the Corn s• 179MV instrument the person, or the entity upon behalf of �C which the personpf acted, executed the instrument. 30MGaren�8 I�t r21P m1 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS4ha4icia A Signature Place Notary Seal Above blic OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of ges: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: / Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General r�Top,�&Th!191�ml' ❑ Partner—❑ Limited ❑General ❑ Attorney in Fact ❑Attorney in FactElTrustee b here ❑Trustee Top of thumb here ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: 02007 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NafonalNoWN.org Item 85907 Reorder.Call Toll-Free 1-800-876-M7 EXHIBIT "A" FINAL TRACT MAP [ATTACHED BEHIND THIS PAGE] Scott Road CFD—Improvement Credit Agreement Page 8 of 8 GHW1 2008,LLC } � E • V ��` � � p t�� r,t �mj �� LS��N 3 upi 9 OR r ' N� ,jqj " y E s Mal <Q t`in IAN x 3 g a nt EWE.ZF ; g FAuz an pal o tl N 4 1 _fig i a_ g � - 1put 'Jul innis 5,11 1 litit Ao3 Y . s 7 ew .• t s aa � @R o1 � I i 4 g �` a� }tee { p '^�� s € �� c ti N W iNE UMNCORPOR.ITED TERRJIORr Or THE coumm Or R/r-D& STAVE OT GUrORMm SKEET I OF H SHEETS TRACT NO. 28206-1 etRt%EYDAS NDfEs BONG A seAsm ASS or RGIrnoN u<PAICJ:fs I.L!AIO.OF PARrAz.ur ma sa>o oN raE a HOOK rL PACE K or.raGQ I(4PS R 1SR3 DE fDexrr RECORDS,EMV 1.nt aara flitd NOM lar JriYl R g r.lrAailaS.ax W?w srcm w IF.70IK4ar B SDNK.RANGE J PDT. 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