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HomeMy WebLinkAboutContracts & Agreements_62-2003C�7 0 R R I C K July 11, 2003 Ms. Lorrie Poyzer City Clerk City of Redlands P.O. Box 3005 Redlands, CA 92373 ORRICK, NtRRINGTON 8 SUTCLIFT€ LLP OLD FO)ERAL RESERVE SANK BUILDING 400 SANSOM€ STREET SAN FRANCISCO,CA 94111-3143 tel 415-392-1122 fnx 415-773.5759 WWW,ORfZICK.COM Direct Dial: (415) 773-5467 Re: Executed Original of Joint Community Facilities Financing Agreement; Community Facilities District No. 2003-1 Citrus Plaza Dear Ms. Poyzer: At the request of Emil Marzullo, Director of the Special Districts Department for the County of San Bernardino, enclosed for the City's records please find a fully -executed original of the Joint Community Facilities Financing Agreement for this community facilities district of the County. This agreement was approved by your City Council on April 15, 2003. ry truly yo s, -10 Samuel A. Sperry encl: signed original of agreement cc (without enclosure): Emil Marzullo DOCSSFt :693056.1 4031 &-34 SS4 Community Facilities District No. 2003-1 - Citrus Plaza - Municipal Utilities Director Phelps reported the San Bernardino County Board of Supervisors has approved various action required to form a Community Facilities District (CFD) for the Citrus Plaza Project. In order to complete the documents for the CFD to issue bonds, the County and City need to have an agreement that the City consents to the establishment of the CFD and allows for the City to accept future ownership and transfer of title of the specified improvements which either have been and will be installed by the developer, Redlands Joint Venture, LLC, and acknowledges fees payable to the City by the developer for water and sewer service. The CFD will finance public infrastructure costs including water, sewer, and other public improvements for the Citrus Plaza Project, Phase I and I1, within the unincorporated area known as the "Donut Hole." Emil Marzullo, Director of the County Special Districts Department, was present to answer any questions. Councilmember Gilbreath moved to approve the joint community facilities financing agreement with the County of San Bernardino for water and sewer, facilities and fees, related to the Citrus Plaza Project. Motion seconded by Councilmember Peppler and carried unanimously. Smoking Prohibition - Public Works Director Mutter reported the Parks Commission, on March 13, 2003, discussed an item regarding tobacco -free areas in parks in the vicinity of playgrounds and sports fields. The item was presented by the American Cancer Society Clubs at Redlands High School and Redlands East Valley High School. The Parks Commission supported the request and recommended the City Council initiate action to prepare the appropriate ordinance. Urging the City Council to approve this recommendation were: Ann Davis -Schultz from the American Cancer Society and Coalition for Tobacco Free County; students from the American Cancer Society Clubs: Srikanth Krishnan, Jessica Kanady, Steven Kim, Carlene E. Henriques; Judy Dods, Advisor for the Redlands High School American Cancer Society Club; representing the SADD Club Kristen Framer, Lauren Donaldson and Carolyn Kim; Kaitlyn Mazzei, a student from Loma Linda Junior High School representing Tobacco Use Reduction Now; and Kay Adkins, San Bernardino County Department of Public Health for Tobacco Use Reduction Now. Kenneth Hunt commended the students for getting involved in government but expressed concerns against the proposal which he felt was based on "big brother mentality" and asked Councilmembers "where do we stop?" Councilmembers discussed at length the boundary distance 25 feet versus 50 feet versus 100 feet and commended this issue back to staff for study and recommendation. Councilmember Peppler moved to direct staff to prepare the appropriate ordinance for the prohibition of smoking in City parks within the vicinity of playgrounds, sports fields, and Community Field. Motion seconded by Councilmember George and carried unanimously. City Attorney McHugh promised the proposed ordinance would be presented at the May 6, 2003, City Council meeting. April 15, 2003 Page 4 JOINT COMMUNITY FACILITIES FINANCING AGREEMENT County of San Bernardino Community Facilities District No. 2003-1 (Citrus Plaza) Recitals A. The parties to this agreement are the County of San Bernardino, a California county (the "County") and political subdivision of the State of California, and the City of Redlands, a general law city (the "City") (collectively, the "Parties") B. The effective date of this agreement shall be April 15 , 2003. C. This agreement is made under the authority of and to establish compliance with the provisions of California Government Code Section 53316.2. D. The County proposes to conduct proceedings under the Mello -Roos Community Facilities Act of 1982 (the "Act") to form its Community Facilities District No. 2003-1 (Citrus Plaza), County of San Bernardino, State of California" ("CFD No. 2003-1") to finance certain public facilities and fees (the "Facilities" and the "Fees," respectively) relating to a land development project known as the "Citrus Plaza" (the "Development Project") being undertaken by Redlands Joint Venture, LLC (the "Developer"). E. The County has entered into an Acquisition and Disclosure Agreement (the "Acquisition Agreement"), dated as of February 4, 2003, with the Developer, under the terms of which, and subject to the terms and conditions of which, the Developer has agreed to provide for the construction and installation of the Facilities, and the County has agreed to utilize proceeds of sale of limited obligation special tax bonds (the "Bonds") of CFD No. 2003-1 to acquire the Facilities upon completion and to pay the Fees (or to reimburse the Developer for the Fees, to the extent previously paid by the Devloper). DQCS5F1:6660110.2 40318.34 SS4 F. The Facilities and Fees include not only Fees payable to the County and Facilities which, upon their acquisition by the County pursuant to the Acquisition Agreement will be owned and managed by the County, but also Fees payable to the City (the "City Fees") and improvements the ownership of which will be transferred to the City (the "City Facilities") and other improvements the ownership of which may be transferred to other agencies in addition to the Parties. G. The City desires to cooperate with the County in accomplishing the payment of the City Fees and the construction and installation of the City Facilities as authorized Fees and Facilities of CFD No. 2003-1, and to confer upon the County full power to include the City Fees and the City Facilities within the authorized Facilities and Fees of CFD No. 2003-1, with ownership of the City Facilities to be transferred to the City following acquisition thereof from the Developer pursuant to the Acquisition Agreement. H. In consideration for the mutual undertakings of the Parties stated herein, the Parties agree as follows. A rem ement 1. The foregoing recitals are true and correct, and each of the Parties expressly so acknowledges. 2. This agreement is determined to be in the best interests of the residents of the County and the City and the future occupants of the commercial structures within CFD No. 2003-1. 3. Pursuant to Government Code Section 53316.2, the County will conduct proceedings under the Act to form CFD No. 2003-1 and to authorize the payment of the Fees and the acquisition, construction and installation of the Facilities, including but not limited to the DOCSSFI:666080.2 40318-34 SS4 2 City Fees and the City Facilities. The City Fees and the City Facilities shall be those described on Exhibit A. attached hereto and incorporated herein by this reference. In the event that CFD No. 2003-1 does not provide sufficient funds to finance all of the City Facilities and City Fees which it will be authorized to finance, the County agrees to provide in the Acquisition Agreement that any portion of the City Facilities and the City Fees not funded through CFD No. 2003-1 shall be funded by the Developer. The County agrees to keep the City informed of the status of such proceedings. 4. The County shall administer CFD No. 2003-1, including employing and paying all consultants, annually levying the special tax and all aspects of paying and administering the Bonds, and complying with all State and federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code (the "Code"). The City will not participate in nor be considered a participant in the proceedings respecting CFD No. 2003-1 (other than as a Party to this Agreement), nor will it, for any purpose, be or be considered to be an issuer of Bonds; provided that for the limited purposes of those provisions of the Code and regulations issued thereunder pertaining to arbitrage, the City shall be considered the issuer of any bond issue in the same ratio that usable proceeds of that issue are to be applied to the City Facilities and the City Fees. 5. The County will defend, indemnify and hold the City harmless from any and all claims or suits arising out of the conduct of the proceedings respecting CFD No. 2003-1, the authorization of acquisition, construction, installation and financing of the Facilities and the Fees, the authorization for the levy, collection and enforcement of payment of the special tax and the authorization for, issuance, sale and administration of the Bonds. DOCSSFI:666480.2 40318-34 SS4 6. The County agrees to have prepared, and keep available to the City, records of all proceedings of CFD No. 2003-1, including but not limited to �a) acquisition of completed facilities which are included in the City Facilities and transfer of ownership thereof to the City, (b) disbursements of special tax and bond sale proceeds, and (c) the administration of the various funds and accounts to be established with respect to CFD No. 2003-1 for the management of special tax proceeds, bond sale proceeds, and the investment earnings on both. 7. Transfer of title to the City Facilities shall be accomplished in the manner and pursuant to such procedures as customarily apply to the transfer of title to the City of facilities constructed and installed by a developer. The City may establish such separate agreement as the City deems customary or appropriate with the Developer respecting the City Fees and the City Facilities, including the transfer of title thereto; provided that the City shall not provide in any such agreement for reimbursement or refund payments to the Developer from either water or wastewater revenues with respect to the City Facilities and the City Fees, it being expressly agreed by the City that any such reimbursement or refund payments payable with respect to any portion of the City Fees or any portion of the cost and expense of the construction and installation of the City Facilities shall be paid to the County for the benefit of CFD No. 2003-1. Subject to completion of the construction and installation of the City Facilities to the satisfaction of the City in the City's sole discretion (such discretion not to be unreasonably exercised), the City agrees to accept ownership of the City Facilities, to take maintenance responsibility for all of said City Facilities upon acceptance thereof, and to defend, indemnify and hold harmless the County and CFD No. 2003-1 from any and all claims arising out of all aspects of planning, designing, acquiring, constructing, reconstructing, rehabilitating, furnishing and equipping the DOCSSF1:6660801 40318-34 SS4 4 City Facilities where the County and CFD No. 2003-1 are not otherwise indemnified by the Developer. S. The City hereby consciits to the establishment of CFD No. 2003-1 and consents to the assumption of jurisdiction by the County for the proceedings respecting CFD No. 2003-1 with the understanding that the County may hereafter take each and every step required for or suitable for consummation of the proceedings, the payment of the City Fees and the acquisition of completed City Facilities, the levy, collection and enforcement of the special taxes, and the issuance, sale, delivery and administration of the Bonds. 9. This agreement may be amended by a writing signed by the Parties, except that no amendment may be made after the issuance of Bonds that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions, bond indentures or like instruments governing the issuance, delivery and administration of all outstanding Bonds. 10. This agreement shall remain in force until all Bonds have been retired and the authority to levy the special tax conferred by CFD No. 2003-1 proceedings has ended. IN WITNESS WHEREOF the Parties have caused this agreement to be executed by their authorized representatives as of the effective date stated above. COUNTY OF SAN BERNARDINO County nistrative Officer Attest: Clerk of the Board of Supervisors B 7Z`4 CITY OF REDLANDS Attest: City Clerk By�� Mayor DOCSSCl:666080.2 40318-34 SS4 5 V It EXHIBIT A DESCRIPTION OF CITY FEES AND CITY FACILITIES A. Phase I of Citrus Plaza Development Project 1. water system items: a. water system improvements per Redlands' municipal utilities requirements b. Redlands' Water Capital Improvement Charges C. Redlands' Water Source Acquisition Charges 2. sewer system items: a. sewer system improvements per Redlands' municipal utilities requirements (including relocation of sewer lines and appurtenant facilities from prior location across the Citrus Plaza site to new location in Citrus Plaza Drive and San Bernardino Avenue) b. Redlands' Seaver Capital Improvement Charges B. Phase 2 of Citrus Plaza DevelO meat Project 1. water system items: a. water system improvements per Redlands' municipal utilities requirements b. Redlands' Water Capital Improvement Charges c. Redlands' Water Source Acquisition Charges 2. sewer system items: a. sewer system improvements per Redlands' municipal utilities requirements b. Redlands' Sewer Capital Improvement Charges DOCSSFI:666080.2 40318-34 SS4