2022/05/18 Menifee Union School District Joint Community Facilities Agreement CFD No. 2022-1 Quartz RanchJOINT COMMUNITY FACILITIES AGREEMENT
by and among
CITY OF MENIFEE
AND
MENIFEE UNION SCHOOL DISTRICT
AND
LENNAR HOMES OF CALIFORNIA, LLC
RELATING TO
COMMUNITY FACILITIES DISTRICT NO. 2022-1 (QUARTZ RANCH)
OF THE CITY OF MENIFEE
Dated _________, 2022
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JOINT COMMUNITY FACILITIES AGREEMENT
BY AND AMONG
CITY OF MENIFEE
AND
MENIFEE UNION SCHOOL DISTRICT
AND LENNAR HOMES OF CALIFORNIA, LLC
(Community Facilities District No. 2022-1 (Quartz Ranch)
of the City of Menifee)
THIS JOINT COMMUNITY FACILITIES AGREEMENT (“Agreement”) is made and
entered into as of the ____ day of ___________, 2022, by and among the CITY OF MENIFEE, a
general law city (the “City”), the MENIFEE UNION SCHOOL DISTRICT, a California public school
district organized and operating pursuant to the applicable provisions of the California Education Code
and the California Constitution (“School District”) and LENNAR HOMES OF CALIFORNIA, LLC
(“Property Owner”).
R E C I T A L S:
A. Property Owner is the owner or developer of certain real property located within the
boundaries of the City and School District, consisting of approximately 379 lots on approximately 119
gross acres within Tract Nos. 28786 and 28791, 28792, 28793, and 28794 proposed to be included
within the boundaries of the CFD (defined below) (collectively the “Project”) in the County of
Riverside (“County”) and as more fully described in Exhibit “A” attached hereto (the “Property”).
B. Pursuant to that certain School Facilities Funding and Mitigation Agreement, by and
between the School District and Property Owner dated as of March 26, 2019 (the “Mitigation
Agreement”), in lieu of the statutory school fees, the Property Owner shall pay the Mitigation Payment
(as defined in the Mitigation Agreement) to the School District in accordance with the terms of the
Mitigation Agreement, which may be paid, in whole or in part, from Bond Proceeds (defined below)
of Community Facilities District No. 2022-1 (Quartz Ranch) of the City of Menifee (the “CFD”). The
City Facilities defined below and School Facilities (defined herein) are sometimes collectively referred
to herein as the “Facilities.”
C. Property Owner and School District entered into a Purchase and Sale Agreement And
Escrow Instructions dated December 14, 2004 (“Purchase Agreement”) related to a 14 acre site
adjacent to the Project (“School Site”). Pursuant to Section 2 of the Purchase Agreement, Property
Owner received a credit against School District school fees in the amount of $2,900,000 (“School Site
Purchase Price”).
D. The City is authorized by Section 53313.5 of the Act to finance, by means of the CFD,
the School Facilities. This Agreement constitutes a “joint community facilities agreement” (“JCFA”)
within the meaning of Section 53316.2 of the Act by and among the City, School District and Property
Owner, pursuant to which the CFD will be authorized to finance the School Facilities. As provided by
Section 53316.6 of the Act, responsibility for constructing, maintaining and operating the City
Facilities is the City’s to the extent set forth herein and responsibility for constructing, providing and
operating the School Facilities is the School District’s.
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E. The provision of the City Facilities and School Facilities is necessitated by the Project,
and the Parties hereto find and determine that the residents of the City, School District and CFD will
be benefited by the financing of the City Facilities and School Facilities, and that this Agreement is
beneficial to the interests of such residents.
ARTICLE I
GENERAL PROVISIONS
Section 1.1. Recitals.
The above recitals are true and correct and are hereby incorporated by this reference.
Section 1.2. 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, as amended,
commencing with California Government Code Section 53311, et seq.
(b) “Agreement” means this Joint Communities Facilities Agreement.
(c) “Bond Proceeds” shall mean those net funds generated by the sale of the Bonds.
(d) “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.
(e) “Bonds” shall mean those bonds, or other securities, issued by, or on behalf of
the CFD, as authorized by the qualified electors of the CFD.
(f) “CFD” means Community Facilities District No. 2022-1 (Quartz Ranch) of the
City of Menifee.
(g) “Deposits” mean all amounts advanced to School District by Property Owner,
including the School Site Purchase Price, or Property Owner’s successor in interest, (i) prior to the
issuance and sale of Bonds and the funding of the School Fee Fund or (ii) at such time as the funds in
the School Fee Fund have been temporarily depleted, as security for future payment, with Bond
Proceeds, of the Mitigation Payments due in connection with certificates of compliance issued by
School District for lots within the Project.
(h) “Disbursement Request” means a request for payment relating to School
Facilities in the form attached hereto as Exhibit “B.”
(i) “City Facilities” means certain City facilities authorized to be financed by the
CFD pursuant to the Act including, but not limited to fire and safety facilities, street, storm, drainage
and park facilities necessary to serve the Project.
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(j) “Mitigation Payment or Payments” has the meaning set forth in the Mitigation
Agreement.
(k) “Party” or “Parties” shall mean any one or all of the parties to this Agreement
and the CFD.
(l) “Rate and Method” means each individual Rate and Method of Apportionment
of the Special Tax authorizing the levy and collection of special taxes pursuant to proceedings
undertaken for the formation of the CFD pursuant to the Act.
(m) “School Facilities” means those school sites, school facilities, including
classrooms, on-site office space at a school, central support and administrative facilities, interim
housing, furniture, equipment, technology, busses, and transportation facilities needed by School
District in order to serve the student population to be generated as a result of development of the
property within the CFD , and also includes costs associated with the maintenance and operation of
school facilities in accordance with the Act.
(n) “School Fee Fund” means the fund(s), account(s) or sub-account(s) of the CFD
(regardless of its designation within the Bond Resolution) into which a portion of the Bond Proceeds
may be deposited in accordance with the Bond Resolution to finance the School Facilities.
(o) “State” means the State of California.
(p) “Special Taxes” means the special taxes authorized to be levied and collected
pursuant to the Rate and Method.
ARTICLE II
FORMATION OF THE CFD AND ISSUANCE OF BONDS
Section 2.1. Formation of the CFD.
The City, pursuant to the written request of the Property Owner, has initiated proceedings
pursuant to the Act for the formation of the CFD, the authorization of the Special Taxes within the
CFD and the authorization of Bonds on behalf of the CFD, with the qualified electors for approval of
the levy of the Special Taxes and the sale of the Bonds.
Section 2.2. Issuance and Sale of Bonds.
The City Council of the City, acting as the legislative body of the CFD, may, in its sole
discretion, in accordance with its adopted policies, adopt the Bond Resolution and issue the Bonds.
Within 30 days of the issuance of a series of Bonds, Property Owner shall notify School District of the
estimated amount of proceeds to be deposited in the School Fee Fund.
If and when the City determines it will issue Bonds, it shall take such actions necessary in its
reasonable discretion and in accordance with the terms of the Rate and Method to ensure that the total
effective tax rate for completed homes within the CFD does not exceed 2%.
The Bonds shall be issued only if, in its sole discretion, the City Council of the City determines
that all requirements of State and Federal law and all the City policies have been satisfied or have been
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waived by the City. Nothing in this Agreement shall confer upon the School District or any owner of
the Property, including the Property Owner, a right to compel the issuance of the Bonds or the
disbursement of Bond Proceeds to fund School Facilities except in accordance with the terms of this
Agreement.
Section 2.3. Bond Proceeds.
In the event that Bonds are issued, the City, or the CFD (as may be applicable), and Property
Owner shall determine the amount of Bond Proceeds to be deposited into the School Fee Fund or any
applicable accounts or subaccounts thereof. Nothing herein shall conflict with or supersede the
Mitigation Agreement; however, School District agrees that Mitigation Payments made pursuant to the
Mitigation Agreement shall be considered Deposits and subject to reimbursement pursuant to Section
2.4(a) of this Agreement. The purpose of this Agreement is to provide a mechanism by which the CFD
may levy Special Taxes and issue Bonds to provide a source of funds to finance the School Facilities.
Section 2.4. Disbursements for School Facilities.
(a) From time to time following the funding of the School Fee Fund, School
District may notify the City in writing and request a disbursement from the School Fee Fund to fund
School Facilities of an amount equal to all Deposits, or portion thereof, up to the amount on deposit in
the School Fee Fund, by executing and submitting an executed Disbursement Request to the City.
Upon receipt of such Disbursement Request completed in accordance with the terms of this Agreement,
the CFD shall wire transfer or otherwise pay to School District such requested funds to the extent that
Bond Proceeds are available in the School Fee Fund for such purpose. Upon School District’s receipt
of Bond Proceeds pursuant to such Disbursement Request, all Deposits shall be returned to Property
Owner up to the amount of Bond Proceeds received by School District, and Mitigation Payments for
all dwelling units for which such Deposits were returned shall be deemed fully satisfied.
(b) School District 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
either have already paid or incurred such costs of School Facilities from its own funds subsequent to
the date of this Agreement, or will disburse such amounts to pay the costs of School Facilities following
receipt of funds from the CFD. In the event that School District does not disburse any Bond Proceeds
received by it to third parties within five banking days of receipt, it will trace and remit to the CFD all
earnings, if any, earned by School District, from the date of receipt of such Bond Proceeds by School
District to the date of expenditure by School District for capital costs of the School Facilities. School
District 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. As a condition to receiving any proceeds of the Bonds, the School District agrees that it shall
provide to the CFD, a certificate confirming the representations contained in Sections 2.4 and 4.1
hereof and such other matters as the CFD may reasonably request upon which the CFD and its bond
counsel may rely in connection with the issuance of such Bonds and their conclusion that interest on
such Bonds is not included in gross income for federal income tax purposes.
Section 2.5. Responsibility for Mitigation Payments.
(a) The Parties hereto acknowledge and agree that the final responsibility for the
payment of the Mitigation Payments lies with Property Owner.
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(b) If the amounts derived from Bond Proceeds for School Facilities deposited in
the School Fee Fund, including investment earnings thereon, if any, are not sufficient to fund the total
cost of the Mitigation Payments, the Parties hereto agree that all responsibility and liability for the
amount of such shortfall shall be and remain with Property Owner, and shall not lie with the CFD,
School District, or the City.
(c) School District agrees to utilize or apply funds provided to it by the CFD, in
accordance with the Act, the Local Agency Special Tax and Bond Accountability Act (described in
Section 4.1 hereof), in compliance with the requirements of federal tax law which is necessary in order
for interest on the Bonds to be excluded from the gross income of the recipients for federal income tax
purposes, and in accordance with other applicable law, and as set forth herein.
Section 2.6. Administration of the CFD.
The City shall have the power and duty to provide for the administration of the CFD, subject
to the terms hereof and the Bond Resolution, including employing and compensating all consultants
and providing for the various other administration duties set forth in this Agreement. It is understood
and agreed by Parties hereto that School District was not or will not be considered a participant in the
proceedings relative to formation of the CFD or the issuance of the Bonds, other than as a Party to this
Agreement.
ARTICLE III
TERM AND TERMINATION
Section 3.1. Effective Date.
This Agreement shall become effective and of full force and effect as of the date (“Effective
Date”) it is approved and executed by the Governing Board of School District, by Property Owner and
the City Council of the City, to be confirmed by the execution hereof by the authorized representatives
of the Parties hereto.
Section 3.2. Termination.
If the City determines and notifies Property Owner and School District in writing that the CFD
is unable to complete the sale of the Bonds, any obligation of the Parties, if any, to finance all or any
portion of the Mitigation Payments with CFD Bond Proceeds pursuant to this Agreement shall
automatically terminate and be of no further force or effect.
ARTICLE IV
ADDITIONAL GENERAL PROVISIONS
Section 4.1. Recordkeeping; Inspection of Records.
School District hereby agrees to keep and maintain full and accurate records of all amounts, if
any, paid to School District for Mitigation Payments and to fund School Facilities (from proceeds of
Bonds or otherwise) and investment earnings thereon and the City or the CFD, or the Fiscal Agent on
their behalf, hereby agrees to keep and maintain full and accurate records of all amounts, and
investment earnings, if any, disbursed to School District from the School Fee Fund. Each Party further
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agrees to make such records available to any other Party hereto, including Property Owner, during
normal business hours upon reasonable prior notice. All such records shall be kept and maintained by
the appropriate Party as provided by applicable law and their respective policies. School District and
Property Owner agree that they will cooperate with the CFD and the City in providing documentation,
reports or other data reasonably required and requested by the City or the CFD in meeting the reporting
requirements of the CFD under Sections 50075.1, 50075.3, and 50075.5 and Article 1.5 (commencing
with Section 53410) of Chapter 3 of Part 1 of Division 2 of Title 5 of, the Government Code
(collectively, the “Local Agency Special Tax and Bond Accountability Act”). School District’s
reporting obligations pursuant to this Section shall be limited to providing reports or other data
detailing the following: (A) the amount of CFD funds received by School District to fund School
Facilities, (B) the amount of such CFD funds deposited in separate funds or accounts of School District
reflecting Mitigation Payments and the number of dwelling units for which such Mitigation Payments
apply, and (C) School Facilities that have been acquired or constructed, in whole or in part, with CFD
funds. School District’s reporting obligation shall terminate when all CFD funds have been disbursed
from the School Fee Fund, or from any account or subaccount thereof that has been allocated Bond
Proceeds to finance School Facilities, and School District has provided to the City a report for the last
disbursement received by School District. If no CFD funds have been received by School District or
used to finance School Facilities since the previous report, no report shall be required and the City may
rely upon the previous reports.
Section 4.2. Partial Invalidity.
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.
Section 4.3. Successors and Assigns.
Property Owner may assign its rights pursuant to this Agreement to a purchaser of the Property,
or any portion thereof, and such purchaser and assignee shall assume the obligations of Property Owner
pursuant to this Agreement and to be bound thereby. This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Parties hereto.
Section 4.4. Notice.
Any notice, payment or instrument required or permitted by this Agreement to be given or
delivered to any Party or other person shall be deemed to have been received when personally delivered
or upon deposit of the same in the United States Post Office registered or certified, postage prepaid,
addressed as follows:
The City: The City of Menifee
29844 Haun Road
Menifee, CA 92530
Attention: Assistant City Manager
With a copy to: Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attn: Brian Forbath, Esq.
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School District: Menifee Union School District
29775 Haun Road
Menifee, CA 92586
Attention: Assistant Superintendent, Business Services
With a copy to: Fagen Friedman & Fulfrost LLP
1525 Faraday Avenue, Suite 300
Carlsbad, CA 92011
Attention: Kelley Owens, Esq.
Property Owner: Lennar Homes of California, LLC
980 Montecito Dr., Suite 300
Corona, CA 92879
Attn: Geoffrey Smith
Each Party can change its address for delivery of notice by delivering written notice of such
change or address to the other Parties within ten (10) calendar days prior to such change.
Section 4.5. Indemnification.
(a) Indemnification by the City and the CFD. The City shall assume the defense
of, indemnify and save harmless, School District and its 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 the City with respect to this Agreement and the issuance of Bonds; provided,
however, that the 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.
(b) Indemnification by Property Owner. Property Owner shall assume the defense
of, indemnify and save harmless, the City, the CFD, and the School District, 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 School District. School District shall assume the defense
of, indemnify and save harmless, the City, the CFD and the Property Owner and 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 School District with respect to this Agreement, and
the financing, design, engineering, and construction of the School Facilities and/or the use of CFD
funds by the School District; 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.
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Section 4.6. Captions.
The captions to Sections used herein are for convenience purposes only and are not part of this
Agreement.
Section 4.7. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State
of California applicable to contracts made and performed in said State.
Section 4.8. 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.
Section 4.9. Amendments.
This Agreement may be amended or modified only in writing executed by the authorized
representative(s) of each of the Parties hereto.
Section 4.10. Waiver.
The failure of any Party hereto to insist on compliance within any of the terms, covenants or
conditions of this Agreement by any other Party hereto, shall not be deemed a waiver of such terms,
covenants or conditions of this Agreement by such other Party, nor shall any waiver constitute a
relinquishment of any other right or power for all or any other times.
Section 4.11. Cooperation and Execution of Documents.
The Parties hereto agree to complete and execute any further or additional documents which
may be necessary to complete or further the terms of this Agreement.
Section 4.12. 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.
Section 4.13. Exhibits.
The following exhibits attached hereto are incorporated into this Agreement by reference.
Exhibit Description
“A” Property Description
“B” Disbursement Request Form
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Section 4.14. Signatories.
The signatories hereto represent that they have been appropriately authorized to enter into this
Agreement on behalf of the Party for whom they sign.
Section 4.15. Execution in Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original.
[Signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto have executed this Joint Community Facilities
Agreement as of the day and year written above.
MENIFEE UNION SCHOOL DISTRICT
By:
President of the Board of Education
of the Menifee Union School District
ATTEST:
By:
Clerk of the Board of Education of
the Menifee Union School District
Property Owner:
LENNAR HOMES OF CALIFORNIA, LLC
a California limited liability company
By:
Geoffrey Smith, Vice President
City of Menifee
By:
Rochelle Clayton, Assistant City Manager
ATTEST:
By:
Sarah Manwaring, City Clerk
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By:__________________________________
Jeffrey T. Melching, City Attorney
________________________
Armando G. Villa,
A-1
EXHIBIT “A”
PROPERTY DESCRIPTION
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EXHIBIT “B”
DISBURSEMENT REQUEST FORM
1. Community Facilities District No. 2022-1 (Quartz Ranch) of the City of Menifee
(“CFD No. 2022-1”) is hereby requested to pay from the School Fee Fund, or any applicable account
or subaccount thereof, established by CFD No. 2022-1 in connection with its Special Tax Bonds (the
“Bonds”) to Menifee Union School District (“MUSD”), as payee, the sum set forth below:
$________________ (the “Requested Amount”)
For Tract No(s). __________________________________ Lot Nos.
__________________________________.
2. The Requested Amount is due and payable, has not formed the basis of any prior
request or disbursement and is being made with respect to the obligation of the Property to pay
Mitigation Payments to MUSD.
3. The Requested Amount is authorized and payable pursuant to the terms of that certain
Joint Community Facilities Agreement, dated as of __________, 2022, by and among Menifee Union
School District, Lennar Homes of California, LLC, and the City of Menifee (the “JCFA”) and the
School Facilities Funding and Mitigation Agreement, by and between the School District and Lennar
Homes of California, LLC, as assignee, dated as of March 26, 2019 (the “Mitigation Agreement”). By
requisitioning Bond proceeds as described above, MUSD is not passing upon, determining or assuming
the tax-exempt status of the Bonds for federal or California income tax purposes.
4. Capitalized undefined terms used herein shall have the meanings ascribed to them in
the JCFA.
Date: _______________________________
LENNAR HOMES OF CALIFORNIA, LLC
a California limited liability company
By:
Date: _______________________________
MENIFEE UNION SCHOOL DISTRICT
By: ________________________________________
________________________________________
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