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HomeMy WebLinkAboutRiverside Unified School District-2006-09 JOINT COMMUNITY FACILITIES AGREEMENT BETWEEN RIVERSIDE UNIFIED SCHOOL DISTRICT AND THE CITY OF GRAND TERRACE (SPRING MOUNTAIN RANCH COMMUNITY FACILITIES DISTRICT) THIS JOINT COMMUNITY FACILITIES AGREEMENT(the"Agreement") is entered into as of February 1, 2006, by and between RIVERSIDE UNIFIED SCHOOL DISTRICT, a school district of the State of California (the "School District") and the CITY OF GRAND TERRACE,a municipal corporation(the "City"). RECITALS : A. SMR Ventures, LLC, a Delaware limited liability company (the "Developer"), is the owner of certain real property located in Spring Mountain Ranch, as generally shown on Exhibit A, attached hereto, representing Tract Nos. 29597, 29598, 29599, 29600, 29740, and 29741 (the "Tracts"), that consists of 1,461 proposed single family residential lots (the "Property"). B. The Board of Education of the School District (the "Board of Education") has been requested to initiate proceedings to form a community facilities district for the Spring Mountain Ranch project that is currently identified as Community Facilities District No. 23 of Riverside Unified School District (as however ultimately designated, the "CFD") under the authority of the Mello-Roos Community Facilities Act of 1982 (the "Act") (commencing with Section 53311 of the California Government Code (the"Code")). C. The boundaries of the CFD includes all of the Property. The CFD will contain two or more improvement areas (each, an "Improvement Area"). At different times, the CFD will issue one or more series of bonds (the "Bonds") for each Improvement Area for the financing of the authorized facilities. D. The Developer has requested and proposed that the CFD be formed for the purpose of financing, with the proceeds of the sale of the bonds of the CFD, among other things (i) the design, construction and/or acquisition of certain school facilities of the School District (the "School Facilities"), in satisfaction of the obligation of the Property and the Developer for the payment of school mitigation fees to the School District, and (ii) the design, construction and/or acquisition of certain public facilities of the City (the"City Facilities") in satisfaction of the obligation of the Property for the payment of certain fees to the City. The City Facilities are described in Exhibit"A" attached hereto. E. Pursuant to Sections 53316.2, 53316.4 and 53316.6 of the Government Code, (i) a community facilities district may finance facilities to be owned or operated by an entity other than the agency that created the community facilities district pursuant to a joint community facilities agreement or a joint exercise of powers agreement adopted pursuant to that section; (ii) a party to such an agreement may use the proceeds of any bonds or other indebtedness issued pursuant to the Mello-Roos Act to provide facilities which that party is otherwise authorized by law to provide, even though another party to the agreement does not have the power to provide those facilities; and (iii) no local agency which is a party to a joint community facilities agreement shall have primary responsibility for formation of a community facilities district 600038743 unless it is reasonably expected to have responsibility for providing facilities to be financed by a larger share of the proceeds of bonds and special taxes of the community facilities district created pursuant to the agreement than any other local agency. F. The School District will ensure that the School District will receive the largest share of the proceeds of the sale of the bonds and special taxes of the proposed community facilities district compared with the City and any other local agency that will benefit from the proceeds of the bonds, and the School District is, therefore, the appropriate agency to have primary responsibility for formation of the proposed community facilities district. G. The purpose of this Agreement is to set forth the understandings of the School District and the City with respect to the formation of the proposed community facilities district, if it is established, the authorization of bonded indebtedness and the sale of bonds (in one or more series) for the community facilities district, and the allocation of the proceeds of the sale of such bonds between, among others, the School District and the City for the design, construction and acquisition of the School Facilities and the City Facilities. H. The estimated aggregate principal amount of the bonded indebtedness of the Community Facilities District is $83,000,000 and the estimated amounts of such bonded indebtedness which will be utilized for financing the City Facilities is $803,550. The provisions of this Agreement are intended to apply to each Improvement Area in the CFD. I. By entering into this Agreement, the School District and the City are mutually expressing that this Agreement will be beneficial to the respective residents of the City and the School District. NOW, THEREFORE, in consideration of the preceding recitals and the mutual covenants hereinafter contained,the parties agree as follows: 1. Formation Proceedings. The Board of Education shall conduct proceedings pursuant to the Code for the formation of the CFD which shall include Improvement Areas. The Board of Education shall also conduct proceedings pursuant to the Act to authorize the CFD to incur a bonded indebtedness in an aggregate principal amount determined by the School District to finance the design, construction and acquisition of, among other things, the City Facilities. The Board of Education shall commence such proceedings as soon as is reasonably possible and shall thereafter conduct and complete such proceedings in a timely manner. 2. Issuance of Bonds. Upon completion of the proceedings for the formation of the CFD and the authorization of bonded indebtedness,the School District shall proceed to issue and sell one or more series of Bonds for each Improvement Area in an aggregate principal amount determined by the School District to finance, among other things, the City Facilities. The School District shall proceed with the issuance and sale of such Bonds when it is determined, in the sole discretion of the School District, that all of the conditions which must be satisfied in connection with the issuance and sale of Bonds of a community facilities district such as the CFD, including the requirements of Section 53345.8 of the Government Code, have been satisfied. In making such determination, the School District shall be guided by the advice of its bond counsel and financial advisor and the underwriter of the Bonds. 600038743 .2 3. Construction of the City Facilities. The City shall be responsible for constructing all City Facilities. 4. Allocation of Construction Funds. The fiscal agent agreement or indenture for the Bonds shall provide for the creation of separate account for the City into which amounts of the net proceeds of the sale of the Bonds shall be deposited to finance the construction and acquisition of the City Facilities (the "City Facilities Account"). The School District will create separate accounts for each other local agency (including itself) that will have facilities financed by the proceeds of the Bonds (the "Other Accounts"). Except as provided below, no part of the funds on deposit in the Other Accounts will be available to pay for the City Facilities, and no part of the funds on deposit in the City Facilities Account will be available to the other local agencies. Upon the sale of the Bonds, the School District shall provide for the deposit of amounts of the net proceeds from the sale of the Bonds in the Other Accounts and the City Facilities Account. The amounts to be deposited in the Other Accounts and the City Facilities Account shall be determined by the School District in its discretion. The fiscal agent agreement or bond indenture for the Bonds shall provide that earnings from the investment of the amount of deposit in the City Facilities Account shall be retained in such account. Notwithstanding the preceding provisions of this paragraph, if any portion of the amount deposited in the City Facilities Account will not be disbursed to pay the costs of the construction and acquisition of the City Facilities,the School District and the City shall instruct the fiscal agent or the trustee for the Bonds to transfer such portion to one or more of the Other Accounts. Likewise, the School District may deposit funds from the Other Accounts into the City Facilities Account for the financing of the City Facilities. 5. Requisition of Funds and Credit Against Development Fees. The fiscal agent agreement or the bond indenture for each series of Bonds shall provide that the fiscal agent or trustee for the Bonds shall make payments of funds from the City Facilities Account to the City for the ultimate construction of the City Facilities, upon receipt by the fiscal agent or trustee from the School District or the City of written requisitions that satisfy conditions that shall be set forth in the fiscal agent agreement or bond indenture, and which are usual for the payment of funds by a fiscal agent or trustee for proceeds of Bonds which are held in a construction and acquisition fund under a fiscal agent agreement or bond indenture. Upon receipt of the proceeds of Bonds from the City Facilities Account, the City shall provide a credit against the Development Fees otherwise due from the Tracts identified by the Developer. 6. Governmental Use of City Facilities. The City shall not use or permit the City Facilities to be used for any activity that would constitute a"Private Use." The City understands (i) that the term "Private Use" means any activity that constitutes a trade or business that is carried on by persons or entities, other than governmental entities; (ii)that the leasing of the City Facilities or access by persons or entities other than a governmental unit to the City Facilities on a basis other than as a member of the general public ("General Public Use") would constitute a Private Use; and (iii) that the use of the City Facilities in a trade or business would constitute a General Public Use only if the City Facilities are intended to be available and are in fact reasonably available for use on the same basis by natural persons not engaged in a trade or business. The City represents to the School District that the City's employer identification number is 95-6000769. 600038743 -O - 7. Responsibility and Indemnification. The School District shall have sole responsibility for the design, construction and acquisition of the School Facilities and the City shall have responsibility for the design, construction and acquisition of the City Facilities. The School District agrees to indemnify and hold the City harmless from any and all liability of any nature whatsoever, including attorneys' fees and costs, with respect to the design, construction and acquisition of the School Facilities and the expenditure of the amounts of the proceeds of the Bonds which are deposited in the School Facilities Account pursuant to Section 4 above. The City agrees to indemnify and hold the School District harmless from any and all liability of any nature whatsoever, including attorneys' fees and costs, with respect to the design, construction and acquisition of the City Facilities and the expenditure of the amounts of the proceeds of the bonds which are deposited in the City Facilities Account pursuant to Section 4 above. The School District further agrees to defend, indemnify and hold the City harmless from any responsibility or liability, including attorneys' fees and costs, in the event of any challenge by any person regarding (i) the School District's authority to issue and sell the Bonds of the CFD, (ii) the legal sufficiency of the proceedings for the formation of the CFD or (iii) the authority of the School District to levy special taxes on the land in the CFD to pay the principal of and interest on such Bonds. 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. 9. Amendment. This Agreement may be amended at any time by a subsequent written agreement signed on behalf of all parties. 10. Beneficiaries. No person or entity 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 the School District and the City any rights, remedies, obligations or liabilities under or by reason of this Agreement. 11. California Law. This Agreement shall be governed and interpreted by the laws of the State of California. 12. Counterparts. This Agreement may be executed in counterparts, each which shall be deemed an original, but all of which shall constitute but one agreement. [Remainder of Page Intentionally Left Blank] 600038743 '4 IN WITNESS WHEREOF,the parties have executed this Agreement on the day and year first above written. RIVERSIDE UNIFIED SCHOOL DISTRICT By: Assistant Superintendent, Operations CITY OF GRAND TERRACE �J�/ By: a,-Sc=�t1%i City Manager ATTEST: City Clerk 600038743 "5 • EXHIBIT"A" DESCRIPTION OF CITY FACILITIES 1. Road and traffic improvements financed by the collection of traffic fees, including, but not limited to, street widening, street resurfacing, signal lights installation, and street reconstruction. 600038743v3