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HomeMy WebLinkAbout17-63 CC Resolution ' RESOLUTION NO. 17-63 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A JOINT COMMUNITY FACILITIES AGREEMENT AMONG THE CITY OF TEMECULA, THE TEMECULA VALLEY UNIFIED SCHOOL DISTRICT AND RC PECHANGA 20, LP FOR COMMUNITY FACILITIES DISTRICT NO. 2017-1 OF THE TEMECULA VALLEY UNIFIED SCHOOL DISTRICT THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Governing Board of the Temecula Valley Unified School District (the "School District") is conducting proceedings to form the Community Facilities District No. 2017-1 of the Temecula Valley Unified School District (the "CFD") pursuant to the Mello Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Act"). Section 2. RC Pechanga 20, LP, a limited partnership organized under the laws of the State of Delaware (the "Property Owner"), and the School District desires to enter into a joint community facilities agreement with the City of Temecula (the "City')to provide for the financing of certain City fees related to public facilities to be constructed by or under the supervision of the City (the "Joint Community Facilities Agreement"). Section 3. Pursuant to Section 53316.2 of the Act, a community facilities district is authorized to 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. Section 4. The Property Owner has agreed to pay costs of the City with respect to the proposed Joint Community Facilities Agreement, and the City's Bond Counsel, Quint & Thimmig LLP, with the assistance of City Staff, has reviewed the proposed Joint Community Facilities Agreement for the City, and the Joint Community Facilities Agreement is now in a form ready for execution by the City. Section 5. The City Council of the City hereby approves the Joint Community Facilities Agreement in the form attached herein as Exhibit A, and determines that the Joint Community Facilities Agreement will be beneficial to the residents of the territory served by the City and included within the jurisdictional boundaries of the CFD. The City Manager, or such officer of the City designated by the City Manager to act on his behalf, is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest, the Joint Community Facilities Agreement in the form presented at this meeting, together with such changes, insertions and omissions as may be approved by the officer of the City executing the Joint Community Facilities Agreement upon consultation with the City Attorney, said execution being conclusive evidence of such approval. Resos 17-63 1 ' Section 6. The City Clerk shall certify to the adoption of this Resolution and it shall become effective upon its adoption. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 5th day of September, 2017. aryann Edwards, Mayor ATTEST Randi Jo , ity Clerk [SEAL] 1 Resos 17-63 2 ' STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 17-63 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5'h day of September, 2017, by the following vote: AYES: 3 COUNCIL MEMBERS: Naggar, Rahn, Edwards NOES: 1 COUNCIL MEMBERS: Stewart ABSTAIN: 0 COUNCIL MEMBERS: None ABSENT: 1 COUNCIL MEMBERS: Comerchero Randi Johl, City Clerk 1 Resos 17-63 3 JOINT COMMUNITY FACILITIES AGREEMENT by and among TEMECULA VALLEY UNIFIED SCHOOL DISTRICT and CITY OF TEMECULA and RC PECHANGA 20, LP Dated as of 12017 JOINT COMMUNITY FACILITIES AGREEMENT THIS JOINT COMMUNITY FACILITIES AGREEMENT (`Facilities Agreement"), dated as of , 2017 ('Effective Date'), is by and among the TEMECULA VALLEY UNIFIED SCHOOL DISTRICT, a public school district organized and existing under the laws of the State of California ('School District`), the CITY OF TEMECULA, a municipal corporation (`City"), and RC PECHANGA 20, LP, a limited partnership organized and existing under the laws of the State of Delaware ('Developer"), and relates to proposed Community Facilities District No. 2017-1 of the Temecula Valley Unified School District (`Community Facilities District'). The foregoing named parties may be referred to herein as either party or parties (`Party" or "Parties"). WITNESSETH: WHEREAS,Developer is the owner of certain real property(`Property")located within the boundaries of the School District and the boundaries of the City and described in Exhibit A; WHEREAS, pursuant to the Mello-Roos Community Facilities Act of 1982, as amended ('Act') and a petition of Developer, the Governing Board of the School District has initiated proceedings to establish the Community Facilities District, the boundaries of which include the Property; ' WHEREAS, the Governing Board of the School District has concurrently initiated proceedings to authorize the issuance of bonds (Bonds") secured by the levy of special taxes (`Special Taxes") within the Community Facilities District in order to finance the acquisition or construction of public facilities; WHEREAS, the facilities eligible to be financed by the Community Facilities District include certain school facilities to be owned and operated by the School District (`School District Facilities"), as described in Exhibit B, certain facilities to be owned and operated by the City(`City Facilities") as described in Exhibit C and certain facilities to be owned and operated by certain other public agencies (`Other Agency Facilities"), all in order to accommodate development within the School District and the City, including the Property; WHEREAS, Section 53316.2 of the Act provides that a community facilities district may finance facilities to be owned or operated by a public agency other than the agency that created the community facilities district only pursuant to ajoint community facilities agreement or a joint exercise of powers agreement adopted pursuant to said Section; WHEREAS, Section 53316.2 of the Act further provides that at any time prior to the adoption of the resolution of formation creating a community facilities district or a resolution of change to alter a district, or a resolution or resolutions authorizing issuance of bonds pursuant to Section 53356 of the Act, the legislative bodies of two or more local agencies may enter into a joint community facilities agreement pursuant to said Section and Sections 53316.4 and 53316.6 1 BAW&G/WHW/194223 v12 18039 C 21 —08/16/17 Final of the Act to exercise any power authorized by the Act with respect to the community facilities ' district being created if the legislative body of each entity adopts a resolution declaring that such a joint agreement would be beneficial to the residents of that entity; WHEREAS, the Governing Board of the School District and the City Council of the City have each adopted such a resolution; WHEREAS, subsection (e) of Section 53316.2 of the Act provides that, notwithstanding any other provision of the Act, no local agency which is party to ajoint exercise of powers agreement or joint community facilities agreement shall have primary responsibility for formation of a community facilities district unless that agency is one or more of certain specified types of agencies, including an agency that is reasonably expected to have responsibility for providing facilities or services to be financed by a larger share of the proceeds of special taxes and bonds of the community facilities district or districts created pursuant to the joint exercise of powers agreement or the joint community facilities agreement than any other local agency; WHEREAS, the School District has determined that the School District Facilities will be financed by a larger share of the proceeds of the Special Taxes and the Bonds than the City Facilities and Other Agency Facilities to be owned and operated by any other public agency; WHEREAS, the City levies and collects certain fees incident to new development within the City, including the development of the Property, to finance certain capital improvements(as more particularly described in Exhibit C,the"City Fees"), and the Developer has requested that the Community Facilities District finance City Facilities that would otherwise be funded with the proceeds of the City Fees payable with respect to the development of the Property; WHEREAS, the City has agreed to provide Developer with a credit against payment of City Fees to the extent that proceeds of the Bonds are made available to the City to pay the costs of the City Facilities, as described herein; and WHEREAS, the School District, the City and Developer desire to enter into this Facilities Agreement in accordance with Sections 53316.2, 53316.4 and 53316.6 of the Act in order to provide for the financing of the City Facilities through the issuance of Bonds by the Community Facilities District. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the Parties hereto agree as follows: Section 1. Recitals. Each of the above recitals is true and correct and is incorporated ' herein. 2 BAWdG/WHW/194223 02 18038 C 21—OR/16/17 Final Section 2. Effective Date. The substantive provisions of this Facilities Agreement shall become effective and binding upon the Parties hereto upon the Effective Date. Section 3. Proposed Formation of the Community Facilities District. The Governing Board of the School District will be solely responsible for conducting proceedings for the formation of the Community Facilities District and authorization of the levy of the Special Taxes and the issuance of the Bonds and, if required by the School District as provided in any mitigation agreement or other agreement between the School District and Developer, an action under Section 860 et seq. of the California Code of Civil Procedure relating thereto if the Governing Board of the School District determines in its sole discretion that such action is appropriate. The School District will retain, at the expense of the Developer, the necessary consultants to conduct the proceedings for the formation of the Community Facilities District. Section 4. Issuance of Bonds. In the event that the Community Facilities District is formed, it is anticipated that the Governing Board of School District, acting as the legislative body of the Community Facilities District, will issue the Bonds to finance the acquisition, construction and installation of the School District Facilities, certain of the City Facilities and the Other Agency Facilities. The Governing Board of the School District, acting as the legislative body of Community Facilities District, shall, in its sole discretion, determine whether, when, under what conditions and to what extent the Bonds shall be issued to finance the acquisition, construction and installation of the School District Facilities, certain of the City ' Facilities or the Other Agency Facilities, or any combination thereof. The Bonds shall be issued only if all requirements of California and Federal law and all applicable School District policies have been satisfied or waived by the School District. In no event shall the City or the Developer have any right to compel the formation of the Community Facilities District or the issuance of the Bonds. Section 5. City Facilities. (a) The City Facilities eligible to be funded by the Community Facilities District are described in Exhibit C attached hereto. (b) It is anticipated that the Community Facilities District will provide Bond proceeds to finance the acquisition, construction and installation of certain of the City Facilities. The City shall determine the specific City Facilities to be so financed in its sole discretion. If the Community Facilities District issues the Bonds, a portion of the proceeds of which are to be available to finance the acquisition, construction and installation of City Facilities, the School District shall, or shall cause the Community Facilities District to, notify the City in writing of the amount of such proceeds available for such purpose within 15 days of such proceeds becoming so available. The School District makes no representation that, if proceeds of the Bonds are made available to finance the acquisition, construction and installation of City Facilities, such proceeds will be sufficient to finance any specific City Facilities. If the Community Facilities District does not make proceeds of the Bonds available to the City to finance the acquisition, construction and installation of City Facilities, neither the School District nor the Community Facilities District shall have any obligation to provide any amounts to finance or pay the costs of the acquisition, construction and installation of City Facilities. 3 BAW&G/WHW/194223 v12 18038 C 21—08/16/17 Final (c) The City shall apply proceeds of the Bonds made available to it by the ' Community Facilities District to the payment of costs of construction of City Facilities only if the City Facilities so financed are constructed under the direction and supervision, or under the authority of, the City or are constructed as if they had been constructed under the direction and supervision, or under the authority of, the City. Section 6. Disbursements. (a) Bond proceeds available for the acquisition, construction and installation of City Facilities shall be deposited in a special fund or account (howsoever the same may be denominated, the "City Facilities Account') to be established under the fiscal agent agreement, indenture or other instrument pursuant to which the Bonds are issued (howsoever the same may be denominated). Moneys on deposit in the City Facilities Account shall be invested at the direction of the Community Facilities District and disbursed as provided in this Section 6. (b) To the extent that moneys are available therein, the Community Facilities District shall cause disbursements to be made from the City Facilities Account from time to time to pay the costs of the acquisition, construction and installation of City Facilities upon submission of a written request of the City in substantially the form attached hereto as Exhibit D. (c) The Community Facilities District shall process in a timely manner written requests for disbursements received from the City that conform to the requirements hereof The City shall provide the Developer with a credit against City Fees otherwise payable in respect of the development of the Property on a dollar for dollar basis in respect of any disbursement from the City Facilities Account received by the City. The City Manager, in his discretion, shall determine the specific City Fees to which any such credit shall pertain. (d) The City agrees that prior to executing and submitting a disbursement request to the Community Facilities District, it shall review and approve all costs included in such request and will have already paid or incurred such costs of City Facilities from its own funds subsequent to the date of this Facilities Agreement, or will disburse such amounts to pay the costs of City Facilities following receipt of funds from the Community Facilities District. In the event that the City does not disburse any Bond proceeds received by it to third parties within ten (10) banking days of receipt, it will trace and report to the Community Facilities District all investment earnings, if any, earned by the City from the Bond proceeds not so disbursed, from the date of receipt of such Bond proceeds to the date of expenditure for costs of City Facilities. If required by the preceding sentence, a report shall be delivered by the City to the School District at least semiannually until all Bond proceeds received are expended by the City. (e) The City agrees to maintain accounting records with respect to its receipt and expenditure of Bond proceeds for City Facilities. The City will, upon written request, provide the School District with access to the City's records related to the costs of any City Facilities financed with proceeds of the Bonds. (f) The School District or the Community Facilities District agrees to maintain full and accurate records of all amounts, if any, expended from the City Facilities Account and any 4 BAW&G/WHW/194223 v12 18038 C21 —08/16/17 Final investment eamings on amounts in the City Facilities Account. The School District or the ' Community Facilities District will, upon request, provide the City and/or the Developer with access to the School District's or Community Facilities District's records related to the City Facilities Account. Section 7. Construction, Ownership and Maintenance of School District Facilities. The City shall have no responsibility for the acquisition, construction and installation of the School District Facilities or the Other Agency Facilities. The School District Facilities shall be and remain the sole and separate property of the School District and shall be operated, maintained and utilized by the School District, and the Other Agency Facilities financed by the Community Facilities District for a local agency shall be and remain the sole and separate property of such local agency and shall be operated, maintained and utilized by such local agency. The City shall not have any ownership interest in the School District Facilities or the Other Agency Facilities, and the City shall have no responsibility for the operation, maintenance or utilization of the School District Facilities or the Other Agency Facilities. Section 8. Construction, Ownership and Maintenance of City Facilities. The School District shall have no responsibility for the acquisition, construction and installation of any City Facilities. All City Facilities shall be and remain the sole and separate property of the City and shall be operated, maintained and utilized by the City. The School District shall not have any ownership interest in any of the City Facilities, and the School District shall have no responsibility for the operation, maintenance or utilization of any City Facilities. Section 9. Tax Matters. (a) In connection with the issuance of any Bonds, if a portion of the proceeds of the Bonds are made available to finance the acquisition, construction and installation of City Facilities, the City agrees upon written request of the School District to execute and deliver such certifications or agreements as may be reasonably required in order for bond counsel to conclude that interest on the Bonds will be excluded from gross income of the owners of the Bonds under Section 103 of the Intemal Revenue Code of 1986. Any costs or expenses of the City (including a reasonable charge for City Staff time and allocated overhead expense) incurred to respond to the School District's request, shall be paid for by Developer within 10 days written request from City. (b) The School District shall notify the City in writing of the date on which any Bonds are to be issued proceeds of which are to be deposited to the City Facilities Account and the amount expected to be so deposited no later than 15 days prior to the date of issuance of the Bonds. Unless the City otherwise informs the School District within seven banking days after receipt of such notice, the Community Facilities District may assume that the City has represented that it will so withdraw and expend the amount to be deposited to the City Facilities Account within 3 years. (c) The City represents that no more than ten percent (10%) of any City Facilities ' financed with proceeds of the Bonds will be used for any activity that constitutes a trade or business that is carried on by persons or entities, other than governmental entities not including the federal govemment("Private Use"). The leasing of the City Facilities or the access of a person 5 BAW&G/WHW/194223 02 18038 C 21-08/16/17 Final or entity other than a governmental unit to the City Facilities or services provided thereby on a basis other than as a member of the general public ("General Public Use") shall constitute a Private Use unless the City obtains an opinion of bond counsel to the contrary. Use of the City Facilities in a trade or business constitutes General Public Use only if the property is intended to be available and is in fact reasonably available for use on the same basis by natural persons not engaged in a trade or business. The federal government shall be considered to be a person or entity that is not a governmental entity for purposes of this paragraph. (d) With respect to management and service contracts, the determination of whether a particular use of the City Facilities constitutes Private Use shall be determined on the basis of applying IRS Revenue Procedure 2017-13. The City represents that, as of the date hereof, no portion of the City Facilities is expected to be subject to contracts or other arrangements with persons or entities engaged in a trade or business (other than governmental units) that involve the management of property or the provision of services that do not comply with the standards of Revenue Procedure 2017-13. Section 10. Indemnification. (a) The City agrees to indemnify, defend and hold harmless the School District and the Community Facilities District, and their respective officers and employees, and each and every one of them, from and against any and all claims, losses, expenses, suits actions, decrees, judgments, awards, attorneys' fees and court costs which the School District or the Community Facilities District, or their respective officers and employees, or any combination thereof, may suffer as a direct result of the design, acquisition, construction, ' installation, operation, maintenance or utilization of any City Facilities financed, in whole or in part, with funds withdrawn by the City from the City Facilities Account. No indemnification is required to be paid by the City for any claim, loss or expense directly arising from the willful misconduct or negligence of the School District or the Community Facilities District, or their respective officers, employees or agents. (b) The School District agrees to indemnify, defend and hold harmless the City, and its officers and employees, and each and every one of them, from and against any and all claims, losses, expenses, suits, actions, decrees, judgments, awards, attorneys' fees and court costs which the City, or its officers and employees, or any combination thereof, may suffer or which may be sought against or recovered or obtained from the City, or its respective officers and employees, or any combination thereof, as a result of or by reason of or arising out of or in consequence of the formation and administration of the Community Facilities District, the acquisition, construction, installation, operation, maintenance or utilization of the School Facilities or the issuance and administration of the Bonds. If the School District fails to do so, the City shall have the right, but not the obligation, to defend the same and charge all of the direct and incidental costs of such defense, including any attorneys' fees or court costs, to and recover the same from the School District. No indemnification is required to be paid by the School District for any claim, loss or expense directly arising from the willful misconduct or negligence of the City, or its officers, employees, or agents. 6 BAW&G/WHW/194223 02 18039 C 21—08/16/17 Final (c) Developer agrees to indemnify, defend and hold harmless the School District, the ' Community Facilities District and the City, and their respective officers, employees and agents, and each and every one of them, from and against any and all claims, losses, expenses, suits actions, decrees,judgments, awards, attorneys' fees and court costs which the School District, the Community Facilities District or the City, or their respective officers, employees and agents, or any combination thereof, may suffer or which may be sought against or recovered or obtained from the School District,the Community Facilities District or the City, or their respective officers, employees or agents, or any combination thereof, as a result of or by reason of or arising out of or in consequence of any act or omission of Developer with respect to this Facilities Agreement, the formation of the Community Facilities District, the use of the Bond proceeds, any City Facilities or the Other Agency Facilities. If Developer fails to do so, the School District, the Community Facilities District and the City each shall have the independent right, but not the obligation, to defend the same and charge all of the direct and incidental costs of such defense, including any attorneys' fees or court costs, to and recover the same from Developer. No indemnification is required to be paid by Developer for any claim, loss or expense arising directly and solely from the willful misconduct or gross negligence of School District (if indemnification is sought by the School District), the Community Facilities District (if indemnification is sought by the Community Facilities District) or the City (if indemnification is sought by the City), or their respective officers, employees or agents (if indemnification is sought thereby). ' Section 11. Nature of Agreement, Allocation of Special Taxes. This Facilities Agreement shall constitute a joint community facilities agreement entered into pursuant to Sections 53316.2, 53316.4 and 53316.6 of the Act. The Governing Board of the School District, acting as the legislative body of the Community Facilities District, shall annually levy the Special Taxes as provided for in the formation proceedings of the Community Facilities District, including, without limitation, the Rate and Method of Apportionment of Special Taxes for the Community Facilities District. The entire amount of any Special Tax levied by the Community Facilities District not needed for payment of interest or principal on Bonds or the costs of administering the Community Facilities District shall inure to the benefit of the Community Facilities District to be used as determined by the Governing Board of the School District consistent with applicable law and associated agreements. The City shall have no interest in or responsibility for any of the Special Taxes or the administration of the Community Facilities District and the payment of the Bonds. The entire amount of the proceeds of the Special Taxes shall be allocated and distributed by the School District. Section 12. Prevailing Wage. The City and the School District are public agencies in the State of California and are subject to the provisions of law relating to public contracts. It is agreed that all provisions of law applicable to public contracts are a part of this Facilities Agreement to the same extent as though set forth herein and will be complied with by the City and the School District, including but not limited to any applicable prevailing wage ' requirements. 7 BAW&G/WHW/194223 02 18038 C 21 -09/16117 Final Section 13. Debt Management Policy Compliance. The School District and the City ' are both public agencies required to maintain a debt management policy in compliance with Section 8855(i)(1) of the California Government Code. The School District and the City each represent to the other that they are in compliance with their respective policy as it relates to the execution and performance of this Facilities Agreement. Section 14. Limitation of Rights to Parties. Nothing in this Facilities Agreement expressed or implied is intended or shall be construed to give to any person other than the School District, the City, the Developer and the Community Facilities District any legal or equitable right,remedy or claim under or in respect of this Facilities Agreement or any covenant,condition or provision herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the School District, the City, the Developer, and the Community Facilities District. Section 15. Notices. All written notices to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely: If to the School District: Temecula Valley Unified School District ' 31350 Rancho Vista Road Temecula, CA 92592 Attention: Superintendent If to the Community Facilities District: Community Facilities District No. 2017-1 of the Temecula Valley Unified School District c/o Temecula Valley Unified School District 31350 Rancho Vista Road Temecula, CA 92592 Attention: Superintendent With a copy to: Bowie, Arneson, Wiles & Giannone 4920 Campus Drive Newport Beach, California 92660 Fax No. (949) 851-2014 Attn: Managing Partner 8 BAW&G/WHW/194223 02 18038 C 21—08/16/17 Final If to the City: ' City of Temecula 41000 Main Street Temecula, California 92589-9300 Attention: Director of Finance With a copy to: City of Temecula 41000 Main Street Temecula, California 92589-9300 Attn: City Attorney If to Developer: RC Pechanga 20, LP 353 East Angeleno Avenue, Suite A Burbank, CA 91502 Fax: 323-450-2338 Attention: Matt Livingston Each such notice shall be deemed delivered to the party to whom it is addressed (a) if given by courier or delivery service or if personally served or delivered, upon delivery, (b) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, or(c) if given by any other means, upon delivery at the address specified in this Section. Section 16.California Law.This Facilities Agreement shall be governed and construed in accordance with the laws of the State of California applicable to contracts made and performed in California. Section 17. Severability. If any part of this Facilities Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Facilities Agreement shall be given effect to the fullest extent reasonably possible. Section 18. Successors. This Facilities Agreement shall be binding upon and inure to the benefit of the successors of the Parties hereto. Section 19.Amendment and Assignment.This Facilities Agreement may be amended at any time but only in writing signed by each Party hereto. This Facilities Agreement may be assigned, in whole or in part, by the Developer to the purchaser of any parcel of land within the Property provided, however, such assignment shall not be effective unless and until the School District and the City have been notified, in writing, of such assignment. 9 BAW&O/WHW/194223 02 18038 C 21 —08/16/17 Final Section 20. Entire Agreement. This Facilities Agreement contains the entire agreement between the Parties with respect to the matters provided for in the Facilities Agreement and supersedes all prior agreements and negotiations between the Parties with respect to the subject matter of this Facilities Agreement. Section 21. Counterparts. This Facilities Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Section 22. Limited Liability of City. The City shall have no responsibility or liability whatsoever with respect to the levy, collection or enforcement of the Special Taxes, the payment of any costs or expenses related to the formation and administration of the Community Facilities District or the Bonds, the repayment of the Bonds, or any other obligations of the Community Facilities District or the School District. All obligations of the City under the Facilities Agreement (other than under Section 10(a)) shall be payable solely from amounts distributed to and received by the City from the City Facilities Account. Section 23. No Impediment to City Establishing a CFD. This Facilities Agreement shall in no way prohibit the formation by the City Council of the City or the Board of Directors of the Temecula Public Financing Authority from forming one or more community facilities district under the Act that include all or any portion of the Property. Section 24. Termination. This Facilities Agreement shall terminate on the date which is 10 years after the Effective Date, if by such date no Bond proceeds have been deposited to the City Facilities Account. In the event that Bond proceeds have been so deposited to the City Facilities Account within 10 years of the Effective Date, this Facilities Agreement shall terminate on the date which is 5 years after the date on which no funds remain on deposit in the City Facilities Account. [Remainder of page intentionally left blank.] 10 BA w&G/W H W/194223 v 12 18039 C 21—09/16117 Final ' IN WITNESS WHEREOF, the parties hereto have executed this Facilities Agreement as of the date first written above. APPROVED AS TO FORM: TEMECULA VALLEY UNIFIED SCHOOL DISTRICT BOWIE, ARNESON, WILES & GIANNONE Attorneys for Temecula Valley By: Unified School District President of the Governing Board of the Temecula Valley Unified School District By: ATTEST: By: Clerk of the Governing Board of the Temecula Valley Unified School District ' RC PECHANGA 20, LP CITY OF TEMECULA By: By: Aaron Adams, City Manager Its: ATTEST: ATTEST: By: By Randi Johl, City Clerk II BAW&G/WHW/194223 v12 18038 C 21—08/16/17 Final EXHIBIT A DESCRIPTION OF THE PROPERTY Tentative Tract No. 37021 in the City of Temecula consisting of Assessor Parcel Numbers 961-450-012 and 961-450-013. 1 A-1 BAW&G/WHW/194223 02 18038 C 21 -08/16/17 Final EXHIBIT B DESCRIPTION OF THE SCHOOL DISTRICT FACILITIES The School Facilities proposed to be planned for, designed, acquired, constructed, leased, expanded, improved, rehabilitated and/or financed by the Community Facilities District are as follows: I. Any school facility or facilities with an estimated useful life of five years or longer needed by the Temecula Valley Unified School District ("School District'), including, but not by way of limitation the following: (a) K-12 school sites and facilities including acquisition of land, construction of buildings, appurtenances, athletic fields, playgrounds and improvements thereto, as well as, but not by way of limitation, portable or relocatable buildings or interim additions to existing buildings. (b) Furniture, equipment and technology, including mobile devices and infrastructure therefor, with a useful life of at least five (5) years at such School Facilities, including modernization, rehabilitation, expansion, and technology upgrades and infrastructure. (c) Central support, administrative facilities and transportation facilities, including lease rental payments therefor, including furniture, equipment buses, vehicles, and technology with a useful life of at least five (5) years. 2. The costs attributable to planning, engineering, designing, coordinating, leasing, financing, acquiring, expanding, relocating, rehabilitating, or constructing (or any combination thereof) of School Facilities described in this Exhibit (including, without limitation, construction management, inspection, materials testing, and construction staking); any "debt," as defined in Government Code Section 53317(d); the costs to issue and sell any such debt (including, without limitation, underwriters discount, appraisals, market studies, reserve fund, capitalized interest, bond counsel, special tax consultant, bond trustee or fiscal agent, bond and official statement printing, and administrative expenses of the School District and/or CFD No. 2017-1), and all other incidental expenses. The School Facilities shall be constructed, whether or not acquired in their completed states, pursuant to plans and/or specifications approved by the School District. The School Facilities described in this Exhibit are representative of the types of improvements to be funded or financed by the Community Facilities District. Addition, deletion or modification of School Facilities may be made consistent with the requirements of the School District, the Community Facilities District, and the Mello-Roos Act. B-1 BAWRG/WHW/194223 02 18038 C 21 -08/16/17 Final EXHIBIT C DESCRIPTION OF THE CITY FACILITIES AND CITY FEES The types of facilities to be owned and operated by the City and that may be financed by the Community Facilities District are: • First Priority— Park and landscaping improvements to be owned by the City. • Second Priority — Any of the facilities included in the City's Capital Improvement Program for Fiscal Years 2016-2020 that are eligible to be funded with development impact fees collected by the City and that have an estimated useful life of 5 years or more. City Fee categories and amount as of 7/1/2017: Component CostlDetached Cost/Attached Project Total Unit Unit Street System Improvements S2,069.72 S 1,448.82 $404,012 Traffic Signals & Traffic Control 292.99 205.08 57,189.49 Corporate Facilities 561.53 301.07 94,338.49 Police Facilities 299.09 529.18 111,471.99 Fire Protection Facilities 710.37 329.63 110,837.81 Park & Recreational Improvements 3,415.94 2,447.24 676,101.10 Open Space & Trail Development 995.66 713.32 197,068.26 Libraries 909.82 651.83 180,079.56 Total S 9,255.12 S6,626.17 51,831,098.70 Dwelling Unitstll 79 166 245 (1) Subject to change if there is a change in the units to be constructed in the Community Facilities District. Dollar amounts in the foregoing table are subject to increase from time to time by action of the City Council of the City, with the first such increase expected to take effect on July 1, 2018. 1 C-1 BAW&G/WHW/194223 02 18038 C21 —08/16/17 Final ' EXHIBIT D FORM OF DISBURSEMENT WRITTEN REQUEST WRITTEN REQUEST FOR DISBURSEMENTS FROM CITY FACILITIES ACCOUNT The City of Temecula (`City"), hereby states and certifies: (a) That the "Fiscal Agent' under the Fiscal Agent Agreement, dated as of , 20 , ('Fiscal Agent Agreement'), by and between Community Facilities District No. 2017-1 of the Temecula Valley Unified School District (the "Community Facilities District') and the Fiscal Agent, is hereby requested to disburse from the City Facilities Account established pursuant to the Fiscal Agent Agreement, to the payees set forth on Attachment 1 attached hereto and by this reference incorporated herein, the amount set forth on Attachment 1 opposite each such payee, for payment of such costs incurred for the purposes identified on said Attachment l; (b) that each such payment being used to pay a cost of a City Facility, as defined in the Joint Community Facilities Agreement, dated as of , 2017, among the City, the Temecula Valley Unified School District, and RC Pechanga 20, LP (the "Joint Community Facilities Agreement'), and is a proper charge against the City Facilities Account; (c) that each such amount has not been the subject of a prior disbursement to the City from the City Facilities Account; and (d) that the City will comply with the applicable provisions of the Joint Community Facilities Agreement, in expending the amount so requested. CITY OF TEMECULA By: Authorized Representative D-1 BAWSG/WHW/194223 02 131139 C 21—09/16/17 Final ATTACHMENT 1 ' Payee Name and Address Purpose of Obligation Amount Total: $ D-2 BA W&G/W H W/194223 v12 18038 C 21—08/16/17 Final