2016/05/10 Romoland School District CFD 2016-1 - McLaughlin 157JOINT COMMUNITY FACILITIES AGREEMENT
by and among
ROMOLAND SCHOOL DISTRICT,
CITY OF MENIFEE
and
REDHAWK COMMUNITIES, INC.
relating to
COMMUNITY FACILITIES DISTRICT NO. 2016-1 (McLAUGHLIN 157)
OF THE ROMOLAND SCHOOL DISTRICT
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JOINT COMMUNITY FACILITIES AGREEMENT
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the "Agreement") is entered
into effective as of the 1 Ot" day of May, 2016, by and among ROMOLAND SCHOOL DISTRICT,
a school district organized and existing under the laws and constitution of the State of California
("School District"), the City of Menifee, a California general law city ("City") and Redhawk
Communities, Inc., a California corporation ("Property Owner"). This Agreement relates to the
proposed formation by School District of a community facilities district to be known as
"Community Facilities District No. 2016-1 (McLaughlin 157) of Romoland School District" (the
"CFD") for the purpose of financing certain fees incurred as a consequence of the development
within the CFD to be used by City to construct facilities to be owned and operated by City from the
proceeds of special taxes of, and bonds issued by the proposed CFD.
RECITALS:
A. The property is within Tentative Tract No. 33419 and is described and depicted in
Exhibit A hereto (the "Property"), which is located in the City of Menifee, County of Riverside,
State of California, and is proposed to constitute the land within the boundaries of the CFD.
B. Property Owner owns the Property and intends to develop the Property for
residential purposes.
C. Property Owner petitioned School District to form the CFD for the purpose of
financing, among other things, certain fees incurred as a consequence of development within the
CFD to be used by City for the construction of various public facilities to be owned and operated
by City as described in Exhibit B hereto, which facilities will benefit the Property in whole or in
part, including certain public facilities to be constructed and owned and operated by City (the
"City Fee Facilities") in lieu of the payment of City Fees (defined below).
D. Property Owner has yet to determine whether it will finance any or all of the City
Fee Facilities, in lieu of payment of City Fees, with Bond Proceeds (defined below) that are
available for such purpose. The Parties (defined below) hereto acknowledge that the purpose of
this Agreement is to satisfy the requirements of the Act (defined below).
E. In conjunction with the issuance of building permits for the construction of homes
within the Property and/or receipt of final inspections or occupancy certificates for such homes,
Property Owner, or its successors or assigns, may elect to advance City Fee Facilities costs in lieu
of payment of City Fees (the "Advances") at such times as Bond Proceeds are not available in a
sufficient amount to pay for City Fee Facilities. In such case, Property Owner shall be entitled to
(i) reimbursement of such Advances and (ii) credit for payments made to City from Bond Proceeds
against City Fees which would otherwise be due to City in conjunction with the development of
the Property, all as further described herein.
F. In addition to the City Fee Facilities, certain facilities to be owned and operated by
School District (the "School Facilities") are also expected to be funded from Bond Proceeds.
G. School District will have sole discretion and responsibility for the formation and
administration of the CFD.
H. School District is authorized by Section 53313.5 of the Act to assist in the financing
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of the acquisition and/or construction of the City Fee Facilities. This Agreement constitutes a joint
community facilities agreement, within the meaning of Section 53316.2 of the Act, by and among
City, Property Owner, and School District, pursuant to which the CFD, when and if formed, will
be authorized to finance the acquisition and/or construction of all or a portion of the City Fee
Facilities. As authorized by Section 53316.6 of the Act, responsibility for constructing, providing
for, and operating the City Fee Facilities is delegated to City.
I. The Parties hereto find and determine that the residents residing within the
boundaries of City, School District, and the CFD will be benefited by the construction and/or
acquisition of the School Facilities and City Fee Facilities and that this Agreement is beneficial to
the interests of such residents.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the Parties hereto agree as follows:
1. Recitals. Each of the above recitals is incorporated herein and is true and correct.
2. Definitions. Unless the context clearly otherwise requires, the terms defined in
this Section shall, for all purposes of this Agreement, have the meanings herein specified.
(a) "Act" means the Mello -Roos Community Facilities Act of 1982,
Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California
Government Code.
(b) "Advance" means an amount advanced by Property Owner to City for City
Fee Facilities in lieu of payment of City Fees prior to the availability of sufficient Bond Proceeds.
(c) "Bonds" shall mean those bonds, or other securities, issued by, or on behalf
of, the CFD in one or more series, as authorized by the qualified electors within the CFD.
(d) "Bond Proceeds" shall mean those funds generated by the sale of each
series of Bonds secured by the Special Taxes, net of costs of issuance, reserve fund, capitalized
interest and administrative expenses, which are currently estimated to be approximately
$4,300,00.
(e) "Bond Resolution" means that resolution, resolution supplement, fiscal
agent agreement, indenture of trust or other equivalent document(s) providing for the issuance of
the Bonds.
(f) ' "City Fees" means fees for those capital improvements authorized to be
financed with City development impact fees ("DIF"), and all components thereof, imposed by City
as a consequence of development of any portion of the Property to finance City Fee Facilities; as
further described in Exhibit B hereto.
(g) "City Fee Facilities" means those City capital improvements eligible to be
financed with City Fees.
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(h) "Other Facilities Account of the Improvement Fund" means the fund,
account or sub -account of the CFD (regardless of its actual designation within the Bond
Resolution) into which a portion of the Bond Proceeds may be deposited in accordance with the
Bond Resolution to finance City Fee Facilities and which may have subaccounts.
(i) "Party" or "Parties" shall mean any or all of the parties to this Agreement.
0) "Rate and Method" means the Rate and Method of Apportionment of the
Special Tax authorizing the levy and collection of special taxes within the CFD pursuant to
proceedings undertaken for the formation of the CFD pursuant to the Act.
(k) "School Facilities" means those public improvements to be owned,
operated, or maintained by School District identified in proceedings to form the CFD that are
eligible to be financed with Bond Proceeds.
(1) "Special Taxes" means the special taxes authorized to be levied and
collected within the CFD pursuant to the Rate and Method.
(m) "State" means the State of California.
3. Proposed Formation of the CFD. School District will undertake to analyze the
appropriateness of forming the CFD to finance the City Fee Facilities and other facilities. School
District will retain, at the expense of Property Owner, the necessary consultants to analyze the
proposed formation of the CFD.
4. Sale of Bonds and Use of Bond Proceeds. In the event that the CFD is formed, the
Board of Trustees of School District acting as the legislative body of the CFD may, in its sole
discretion, finance City Fee Facilities by issuing the Bonds. To the extent that the CFD and
Property Owner determine that Bond Proceeds are available to finance City Fee Facilities, School
District shall notify City of the amount of such Bond Proceeds deposited in the Other Facilities
Account of the Improvement Fund that is available for such purpose. It is currently anticipated that
sufficient Bond Proceeds will be available to fund all City Fee Facilities. As Bond Proceeds are
transferred to City as described in Section 5 below, the portion of the Property with respect to
which such transfer was made shall receive a credit in the amount transferred against the payment
of City Fees. Nothing herein shall supersede the obligation of Property Owner to make Advances
or otherwise pay City Fees to City when due. The purpose of this Agreement is to provide a
mechanism by which the CFD may issue the Bonds to provide a source of funds to finance City
Fee Facilities in lieu of the payment of City Fees. In the event that Bond Proceeds are not available
or sufficient to satisfy the obligation, then Property Owner shall remain obligated to make
Advances or otherwise pay City Fees to City as required by City in accordance with applicable
law.
The Bonds shall be issued only if, in its sole discretion, the Board of Trustees of School
District determines that all requirements of State and Federal law and all School District policies
have been satisfied or have been waived by School District. Nothing in this Agreement shall
confer upon City or any owner of the Property, including Property Owner, a right to compel the
issuance of the Bonds or the disbursement of Bond Proceeds to fund City Fee Facilities except in
accordance with the terms of this Agreement.
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5. Disbursements.
(a) Upon the funding of the Other Facilities Account of the Improvement Fund,
Property Owner may execute and submit a payment request to School District or the CFD
requesting disbursement to Property Owner, or its written designee, from the Other Facilities
Account of the Improvement Fund of an amount equal to all or a portion of the Advances. The sole
source of funds from which Property Owner will be entitled to receive reimbursement of the
Advances and from which Property Owner may request disbursements pursuant to Section 5(b)
below shall be Bond Proceeds deposited in the Other Facilities Account of the Improvement Fund.
(b) From time to time following the funding of the Other Facilities Account of
the Improvement Fund, Property Owner may notify City in writing and City and Property Owner
shall jointly request a disbursement from the Other Facilities Account of the Improvement Fund to
fund City Fee Facilities by executing and submitting a request for payment, in substantially the
form attached hereto as Exhibit C (the "Disbursement Request"). Upon receipt of such
Disbursement Request completed in accordance with the terms of this Agreement, the CFD shall
wire transfer or otherwise pay to City such requested funds to the extent that Bond Proceeds are
then available, or subsequently become available, in the Other Facilities Account of the
Improvement Fund for such purpose. Upon such notice and City's receipt of such disbursement
relating to City Fees, Property Owner shall be deemed to have satisfied the applicable City Fees
with respect to the number of dwelling units or lots for which City Fees would otherwise have been
required in an amount equal to the amount of such disbursement divided by the per lot or unit
amount of the applicable City Fees.
(c) City agrees that prior to submitting a Disbursement Request requesting
payment from the CFD it shall review and approve all costs included in its request and will have
already paid or incurred such costs of City Fee Facilities from its own funds subsequent to the date
of this Agreement, or will disburse such amounts to pay the costs of the City Fee Facilities
following receipt of funds from the CFD. In the event that City does not disburse any Bond
Proceeds received by it to third parties within five banking days of receipt, it will trace and report
to the CFD all earnings, if any, earned by City, from the date of receipt of such Bond Proceeds by
City to the date of expenditure by City for capital costs of the City Fee Facilities. Such report shall
be delivered at least semiannually until all Bond Proceeds are expended by City. City agrees that in
processing the above disbursements it will comply with all legal requirements for the expenditure
of Bond Proceeds under the Internal Revenue Code of 1986 and any amendments thereto.
(d) City agrees to maintain adequate internal controls over its payment function
and to maintain accounting records in accordance with generally accepted accounting procedures.
City will, upon request, provide School District and/or Property Owner with access to City's
records related to the City Fee Facilities and will provide to School District its annual financial
report certified by an independent certified public accountant for purposes of assisting School
District in calculating the arbitrage rebate obligation of the CFD, if any.
(e) School District or the CFD agrees to maintain full and accurate records of
all amounts, and investment earnings, if any, expended from each Other Facilities Account of the
Improvement Fund. School District or the CFD will, upon request, provide City and Property
Owner with access to School District's or the CFD's records related to the Other Facilities
Account of the Improvement Fund.
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6. Ownership of Ci!y Fee _ Facilities. The City Fee Facilities shall be and remain the
property of City.
7. Indemnification.
(a) Indemnification by School District. School District shall assume the
defense of, indemnify and save harmless, City, its officers, employees, and agents, and each and
every one of them, from and against all actions, damages, claims, losses, or expenses of every type
and description to which they may be subjected or put, by reason of, or resulting from, any act or
omission of School District with respect to this Agreement and the issuance of the Bonds;
provided, however, that School District shall not be required to indemnify any person or entity as
to damages resulting from negligence or willful misconduct of such person or entity or their
officers, agents, or employees.
(b) Indemnification by Property Owner. Property Owner shall assume the
defense of, indemnify and save harmless, School District, the CFD, and City, their respective
officers, employees, and agents, and each and every one of them, from and against all actions,
damages, claims, losses, or expenses of every type and description to which they may be subjected
or put, by reason of, or resulting from, any act or omission of Property Owner with respect to this
Agreement; provided, however, that Property Owner shall not be required to indemnify any person
or entity as to damages resulting from negligence or willful misconduct of such person or entity or
their officers, agents, or employees.
(c) Indemnification by City. City shall assume the defense of, indemnify and
save harmless, School District, the CFD, and Property Owner, their respective officers,
employees, and agents, and each and every one of them, from and against all actions, damages,
claims, losses, or expenses of every type and description to which they may be subjected or put, by
reason of, or resulting from, any act or omission of City with respect to this Agreement, and the
design, engineering, and construction of the City Fee Facilities constructed by City; provided,
however, that City shall not be required to indemnify any person or entity as to damages resulting
from negligence or willful misconduct of such person or entity or their officers, agents, or
employees.
8. Allocation of Special Taxes. The Board of Trustees of School District, as the
legislative body of the CFD, shall annually levy the Special Tax as provided for in the formation
proceedings of the CFD. The entire amount of any Special Tax levied by the CFD to repay Bonds,
or to fund other obligations, shall be allocated to the CFD.
9. Amendment and Assignment. This Agreement may be amended at any time but
only in writing signed by each Party hereto. This Agreement may be assigned, in whole or in part,
by Property Owner to the purchaser of any parcel of land within the Property provided, however,
such assignment shall not be effective unless and until City and School District have been notified,
in writing, of such assignment.
10. Entire Agreement. This Agreement contains the entire agreement between the
Parties with respect to the matters provided for herein and supersedes all prior agreements and
negotiations between the Parties with respect to the subject matter of this Agreement.
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11. Notices. Any notice, payment, or instrument required or permitted by this
Agreement to be given or delivered to either Party shall be deemed to have been received when
personally delivered or seventy two hours following deposit of the same in any United States Post
Office in California, registered or certified, postage prepaid, addressed as follows:
School District: Romoland School District
25900 Leon Road
Homeland, CA 92548
Attn: Director of Finance
City: City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: City Clerk
Property Owner: Redhawk Communities, Inc.,
One Betterworld Cir., Suite 200
Temecula, CA 92590
Attn: Mr. Paul Garrett
Each Party may change its address for delivery of notice by delivering written notice of
such change of address to the other Parties hereto.
12. Exhibits. All exhibits attached hereto are incorporated into this Agreement by
reference.
13. Attorneys' Fees. In the event of the bringing of any action or suit by any Party
against any other Party arising out of this Agreement, the Party in whose favor final judgment shall
be entered shall be entitled to recover from the losing Party all costs and expenses of suit, including
reasonable attorneys' fees.
14. Severability. If any part of this Agreement is held to be illegal or unenforceable by
a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the
fullest extent reasonably possible.
15. Governing L . This Agreement and any dispute arising hereunder shall be
governed by and interpreted in accordance with the laws of the State of California.
16. Waiver. Failure by a Party to insist upon the strict performance of any of the
provisions of this Agreement by any other Party hereto, or the failure by a Party to exercise its
rights upon the default of any other Party, shall not constitute a waiver of such Party's right to insist
and demand strict compliance by such other Party with the terms of this Agreement thereafter.
17. No Third_Party Beneficiaries. No person or entity other than the CFD, when and if
formed, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement
(either express or implied) is intended to confer upon any person or entity, other than City, School
District, the CFD, and the Property Owner (and their respective successors and assigns, exclusive
of individual homebuyers), any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
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18. Singular and Plural, Gender. As used herein, the singular of any word includes the
plural, and terms in the masculine gender shall include the feminine.
19. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute but one instrument.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year written above.
ATTEST:
IM
Clerk of the
SCHOOL DISTRICT
ROMOLAND SCHOOL DISTRICT
By: 63L -,A"
S#r tendent
S-1
CITY OF ME
By:
Y
Scott A. Mann, Mayor
Al
Ltz
APPROVED AS TO FORM:
By:I----
11161T. Melchfng, Vy
Attorney
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PROPERTY OWNER
REDHAWK COMMUNITIES, INC.,
a California corporation
By:
Paul Garrett, Authorized Agent
S-3
EXHIBIT A
DESCRIPTION OF PROPERTY
Real property in the City of Menifee, County of Riverside, State of California, described as
follows:
APNS:
331-080-005
331-080-006
331-080-007
331-080-008
331-080-009
331-080-010
331-080-011
331-080-012
331-080-018
331-080-019
331-080-020
331-080-021
331-080-024
331-080-025
331-080-027
331-080-028
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BOUNDARY MAP
SHEET 1 OF 2 PROPOSED BOUNDARIES OF
ROMOLAND SCHOOL DISTRICT
COMMUNITY FACILITIES DISTRICT NO. 2016-1
(McLAUGHLIN 157)
COUNTY OF RIVERSIDE
STATE OF CALIFORNIA
Assessor Parcel Numbers
within the Boundaries of Community
Facilities District No. 2016-1:
331-080-005
331-080-006
331-080-007
331-080-008
331-080-009
331-080-010
331-080-011
331-080— 012
331-080-018
331-080-019
331-080-020
331-080-021
331-080-024
331-080-025
331-080-027
331-080-028
For a description of the lines and dimensions of
each lot and parcel, reference is hereby made to
the Assessor maps of the County of Riverside.
(1) Filed in the office of the Clerk of the Board of
Trustees of the Romoland School District this
/&4day of A &#,�, 2016.
o r--�
David Sp'drry, CIe7k of the Board of Trusty
Romoland School District
(2) I hereby certify that the within map showing the
proposed boundaries of Romoland School Disti
Community Facilities District No. 2016-1
(McLaughlin 157), Riverside County, State of
California, was approved by the Board of Trust
of the Romoland School District at a regular
meeting thereof, held on this W!! day of
2016, by its Resolution No.
David Sperry, rk of a Board of Trustei
Romoland School Distn ct
(3) Filed this - 1-74" day of �, 2016, at tl is
hour of 10:m o'clock,.m, in Book - of
Maps of Assessment and Community Facilities
Districts at page 16-L4 and as Instrument
No. jdr_ �_=b,-__ in the office of the County
Recorder of Riverside County, State of Calilorni a.
f:. i2.oa
Peter Aldana
Assessor -County Clerk -Recorder of Riverside
County
By Ull_ '_-F _ J
Deputy
Fee #,2oo
Exempt recording requested, per
CA Government Code § 6103
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DOCSOC/1732080v5/022648-0104
SHEET 2 OF 2 PROPOSED BOUNDARIES OF
ROMOLAND SCHOOL DISTRICT
COMMUNITY FACILITIES DISTRICT NO.2016-1
(McLAUCFILIN 157)
COUNTY OF RIVERSIDE
STATE OF CALIFORNIA
331—a B a-aza 331-060-01
MC? AUGa-I4IPJ FAD.
7 1 33 t—080-021
1� '- 331—�3a—t71 �3
off'
� 0 331-080-024;
331-08€1-006 I 331-08,0-007
331-080-008 1 331-080-009
331-080-012
a
PHYLLIS
1 LEGEND
90Jhdarl03 Of COMMUnity
a ! w Facilities District No. 20?6�-1
w
331-080—Onn Assessor Parcel Number
RCLE
33
�C
r-
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EXHIBIT B
CITY FEES
The type of City Fee Facilities eligible to be financed by the CFD under the Act are the
capital improvements authorized to be financed with City development impact fees ("DIF")
imposed pursuant to County Ordinance No. 659, as adopted by City upon its incorporation, as
amended by City Ordinance No. 2010-76, and as subsequently amended by City.
Fundinsz
Priority
Facilities Description
Per Unit (a)
Total (a)
1
Transportation (Roads/Bridges)
$1,564
$245,548
2
Transportation (Signals)
420
65,940
3
Public Facilities
15207
189,499
4
Fire Facilities
705
110,685
5
Regional Parks
563
88,391
6
Regional Multipurpose Trails
316
49,612
7
Library Books
341
53,537
Total Development Impact Fees
$5,116
$803,212
Notes:
(a) The amount of City Fee Facilities is subject to change based on City Ordinance.
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Sequence No.
City SA#
F.XHTRIT C
DISBURSEMENT REQUEST FORM
1. Community Facilities District No. 2016-1 (McLaughlin 157) of Romoland School
District ("CFD") is hereby requested to pay from Bond Proceeds to the City of Menifee ("City"),
as Payee, the sum set forth in 3 below.
2. The undersigned certifies that the amount requested for City Fee Facilities is due
and payable, has not formed the basis of prior request or payment, and is being made with respect
to the property described in Exhibit A to the Joint Community Facilities Agreement by and among
Romoland School District, City of Menifee, and Redhawk Communities, Inc., dated as of
31 2016 (the "JCFA").
3. Amount requested
For Tract / Lot Nos:
4. The amount set forth in 3 above is authorized and payable pursuant to the terms of
the JCFA. Capitalized terms not defined herein shall have the meaning set forth in the JCFA.
PROPERTY OWNER
By:
Name:
Title:
CITY OF MENIFEE
By:
Name:
Title:
ATTEST:
Clerk of the City
cc: City Finance Dept.
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