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HomeMy WebLinkAboutJoint Community Facilities Agreement, TCSD, dated as of January 1, 2005, between the Authority and the CSD ' Quint & Thimmig LLP 9/29/04 12/22/04 JOINT COMMUNITY FACILITIES AGREEMENT -TCSD TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH) This Joint Community Facilities Agreement (the "Agreement"), dated for convenience as of January 1, 2005, is by and between the Temecula Public Financing Authority (the "Authority") and the Temecula Community Services District (the "Participating Agency"). R E C I T A L S : WHEREAS, the Authority is undertaking proceedings to form the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) (the "CFD") pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), and the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") in order to finance various public improvements to be acquired and constructed in the City of Temecula; and WHEREAS, the improvements to be financed with the proceeds of the Bonds may include the improvements described in Attachment A A hereto (the "Improvements"), which Attachment is, by this reference, incorporated herein; and WHEREAS, the parties hereto expect that the Participating Agency will own and operate the Improvements if they comply with the standards and have been completed to the satisfaction of the Participating Agency; and WHEREAS, Section 53316.2 of the Act requires that the Authority enter into a joint community facilities agreement with the Participating Agency, prior to the adoption by the Authority of the Resolution of Formation of the CFD, in respect of the Improvements which Improvements are to be financed with the proceeds of the Bonds, and, upon completion, are to be owned and operated by the Participating Agency; and WHEREAS the Authority and the Participating Agency now desire to enter into this Agreement to satisfy the requirements of Section 53316.2 of the Act and to memorialize their understanding with respect to the proceeds of the Bonds and the Improvements, all as more particularly set forth below. A G R E E M E N T : NOW, THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties hereto do hereby agree as follows: Section 1. Reservation of Bond Funds. The Authority intends to reserve a portion of the proceeds of the Bonds in an amount necessary to finance a portion of the costs incurred in connection with the acquisition and construction of the Improvements. Said amount, together with any investment earnings thereon, shall be held in an account within the Improvement Fund established for the CFD (the "Improvement Fund") for the sole and exclusive benefit of the CFD, and such amount shall in no way be pledged as security for the Bonds. 20009.01 :J7222 Other than the funds described in the preceding paragraph, the Authority shall have no obligation to pay for any of the costs of the Improvements, including but not limited to any costs of planning, acquisition, construction, installation or inspection of the Improvements. Section 2. Construction of Improvements. The Improvements have been or will be constructed pursuant to plans and specifications approved by the Participating Agency. The Participating Agency shall not have any liability whatsoever in respect of any work performed in connection with the Improvements; provided that this sentence shall in no way limit any rights the Participating Agency may have against any persons or entities in respect of the acquisition or construction of the Improvements once the Participating Agency accepts title to and control over the Improvements. To the extent that the Participating Agency incurs expenses incident to reviewing and approving design plans and specifications, conducting construction field inspections and otherwise in connection with the design, construction and acceptance of the Improvements, such expenses may be reimbursed to the Participating Agency upon presentation of invoices as to the nature and amount of such costs and expenses, from available amounts in the Improvement Fund, or if there are no such available funds, then from one of the owners of the land in the CFD (as may be required in any applicable subdivision improvement agreements pertaining thereto) or from any other legally available funds. Section 3. Inspection and Acceptance: Use of Bond Funds. The Participating Agency shall cause inspections to be made during the construction of the Improvements in accordance with its customary procedures for construction projects of a similar nature. Upon completion of construction of the Improvements to the satisfaction of the Participating Agency, the Participating Agency shall accept dedication of the Improvements in accordance with its customary procedures, and shall accept ownership, and responsibility for operation of the Improvements conditioned upon the passage to the Participating Agency of fee title clear of all encumbrances and easements not otherwise acceptable to the Participating Agency in its sole discretion. The Participating Agency shall have no responsibility with respect to the ownership or operation of the Improvements unless and until construction has been completed to the satisfaction of the Participating Agency. The Authority shall have no obligation to at any time own or operate any of the Improvements. Section 4. Limited Obligations. All obligations of the Authority under and pursuant to this Agreement shall be limited to the amounts on deposit in the Improvement Fund and described in Section 1 above. No Boardmember, officer or employee of the Authority shall in any event be personally liable hereunder. The sole obligation of the Participating Agency hereunder with respect to the Improvements shall be to inspect and accept the Improvements as described above. The Participating Agency shall have no responsibility or obligation with respect to the Improvements for any action occurring prior to acceptance by the Participating Agency. If, for any reason whatsoever, there are insufficient funds to complete the Improvements or any portion thereof, the Participating Agency shall have no obligation under this Agreement to fund any such shortfall. If the Participating Agency shall fail to perform any of its obligations hereunder, the sole remedy of the Authority shall be the commencement of an action in the Superior Court for specific performance by the Participating Agency of such obligations. -2- Section 5. Termination. Notwithstanding any other provision of this Agreement, this Agreement shall cease to be effective and shall terminate if the first series of the Bonds are not issued by December 31, 2005. If not earlier terminated pursuant to the preceding sentence, this Agreement shall terminate upon acceptance of the ownership and operation of the Improvements by the Participating Agency. Section 6. No Obligation to Form CFD: Agreement of Benefit to Residents. The provisions of this Agreement shall in no way obligate the Authority to form the CFD. Notwithstanding the foregoing, by their respective execution of this Agreement, the Authority and the Participating Agency each declare that this Agreement is beneficial to the residents within the jurisdiction of their respective entities in assuring the provision of financing for a portion of the costs of the Improvements in furtherance of the purposes of the Act.Section 7. 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 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement is for the sole benefit of the Authority and the Participating Agency and their successors and assigns, and no other person or entity shall be deemed to be a beneficiary hereof or have an interest herein. Section 9. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. -3- * * * * * * * * * * IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written alongside their signature below. TEMECULA COMMUNITY SERVICES DISTRICT (the "Participating Agency") Date of Execution: January 11, 2005 Date of Execution: January 11, 2005 President/Chuck Washington TEMECULA PUBLIC FINANCING AUTHORITY (the "Authority") By:. Executive Director Shawn D. Nelson 20009.01 :J7222 -4- ATTACHMENT A DESCRIPTION OF FACILITIES PROPOSED TO BE FUNDED BY TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH) WHICH ARE TO BE OWNED, OPERATED OR PROVIDED, AS APPLICABLE, BY THE TEMECULA COMMUNITY SERVICES DISTRICT Sports Park Sports Park at the SE corner of the intersection of North Loop Road and Butterfield Stage Road: Construct 20±-acre Sports Park including grading, parking, building, lighting landscaping, irrigation, playing fields, basketball courts, children's play area, equipment with a useful life of five (5) years or more and other appurtenant improvements necessary to complete the Sports Park. Neighborhood Park Neighborhood Park at the SW corner of the intersection of Murrieta Hot Springs Road and Roripaugh Valley Road (A Street): Construct 5.1-acre Neighborhood Park including grading, parking, restroom building, lighting, landscaping, irrigation, open grass area, basketball court, children's play area, equipment with a useful life of five (5) years or more and other appurtenant improvements necessary to complete the Neighborhood Park. A-l