Loading...
HomeMy WebLinkAbout08-040 CC ResolutionRESOLUTION NO. 08-40 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING THE CONSTRUCTION OF VARIOUS PUBLIC IMPROVEMENTS RELATED TO DEVELOPMENT IN RORIPAUGH RANCH AND RELATED ACTIONS, AND AUTHORIZING AND DIRECTING VARIOUS ACTIONS WITH RESPECT TO THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.03-02 (RORIPAUGH RANCH) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. On December 17, 2002, the City of Temecula (the "City") and Ashby USA, LLC (the "Developer") entered into a Preannexation and Development Agreement (the "Development Agreement") relative to the then proposed Roripaugh Ranch development in the City (the "Development"). Section 2. The Development Agreement required that various public infrastructure improvements (the "Public Improvements") be constructed as a condition to the issuance by the City of building permits for construction of residential and other ' nonpublic improvements in the Development, and with the issuance of additional building permits conditioned upon the completion of additional public infrastructure in the Development. Section 3. On January 11, 2005, the Board of Directors of the Temecula Public Financing Authority (the "Authority") formed the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) (the "District") in order to finance some of the Public Improvements (the "Facilities"). Section 4. In connection with the formation of the District and the financing and construction of the Facilities, the City (a) entered into a Joint Community Facilities Agreement -City, dated as of January 1, 2005 (the "City JCFA") with the Authority, pursuant to which the City agreed to accept certain Facilities upon their completion and to assist the Authority in administering the Acquisition Agreement, dated as of March 1, 2006 (the "Acquisition Agreement"), between the Authority and the Developer; (b) entered into a Joint Community Facilities Agreement (Street Improvements), dated as of November 1, 2004 (the "County JCFA") with the County of Riverside (the "County"), the Authority and the Developer, pursuant to which, among other matters, the County agreed to accept certain of the Facilities upon their completion; and (c) entered into a Joint Community Facilities Agreement (Flood Control Improvements), dated as of November 1, 2004 (the "Flood Control JCFA" and, together with the County JCFA, the ' "Other Public Agency JCFAs"), with the Riverside County Flood Control and Water Conservation District (the "Flood Control District"), the County, the Authority and the R:/Resos 2008/Resos 08-40 ' Developer, pursuant to which, among other matters, the Flood Control District agreed to accept certain of the Facilities upon their completion. Section 5. On April 27, 2006, the Authority issued, for and on behalf of the District, $51,250,000 principal amount of Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds (the "Bonds"), and entered into a Fiscal Agent Agreement, dated as of March 1, 2006 (the "Fiscal Agent Agreement") with U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"), in order to provide funds to finance the Facilities, and a portion of the proceeds of the Bonds were deposited to an Acquisition Account established under the Fiscal Agent Agreement (the "Acquisition Account") to be used to acquire certain of the Facilities, upon their completion, from the Developer. Section 6. Subsequent to the issuance of the Bonds, the Authority and the City were advised that some of the information regarding the Developer, and its members and their principals, used in connection with the marketing of the Bonds was inaccurate and incomplete, and the Authority then advised the Developer that various actions might need to be taken to correct the deficiencies in the offering materials for the Bonds. Section 7. In December, 2006, the Authority and the Developer entered into a Deposit Agreement (the "Deposit Agreement") pursuant to which the Developer agreed ' to deposit funds with the Authority as needed to pay costs related to remedial actions with respect to the Bonds, and on March 6, 2007, the Authority and the Developer entered into a Supplement No. 1 to Acquisition Agreement (the Acquisition Agreement, as amended and supplemented by Supplement No. 1 to Acquisition Agreement, is referred to below as the "Revised Acquisition Agreement"), amending and supplementing the Acquisition Agreement in contemplation of a remarketing or other restructuring of the Bonds in light of the deficiencies in the information used in the offering materials for the Bonds. Section 8. Following the issuance of the Bonds, the Developer began construction of some of the Facilities, but has failed to complete some of the Facilities for which construction had commenced and has failed to commence construction of other Facilities that need to be completed in order for residential home construction in the District to proceed. Section 9. The City is willing to take over and complete the construction of some of the Facilities that have not been completed, and to undertake the construction of some of the other Facilities (collectively, the "Priority Public Improvements"), if Bond proceeds and other amounts held under the Fiscal Agent Agreement can be made available to pay the costs related thereto, including all associated administrative, legal and other costs incident to the City moving forward with such construction (collectively, the "Priority Public Improvement Costs"). R:/Resos 2008/Resos 08-40 2 ' Section 10. In order for the Bond funds to be available to pay Priority Public Improvement Costs, and for the City to otherwise move fonruard with the Priority Public Improvements the City JCFA needs to be amended and supplemented, and bond counsel to the Authority has drafted an Amended and Restated Joint Community Facilities Agreement -City (the "Amended City JCFA") that sets forth the necessary amendments and supplements, and the City Council now desires to approve the Amended City JCFA, and to authorize the City Manager to execute it, all as necessary or desirable for the City to undertake the construction and completion of the Priority Public Improvements and for the Authority to fund (with amounts held under the Fiscal Agent Agreement) the Priority Public Improvement Costs. Section 11. In order for the City to move forward with the Priority Public Improvements subject to the Other Public Agency JCFAs, the Authority also needs to amend one or both of the Other Public Agency JCFAs and/or enter into alternative arrangements with the County and/or the Flood Control District, and the City Council now desires to authorize the City Manager to enter into amendments to one or both of the Other Public Agency JCFAs and/or to enter into alternative arrangements with respect thereto, all as necessary or desirable for the City to undertake the construction and completion of the Priority Public Improvements and for the Authority to fund (with amounts held under the Fiscal Agent Agreement) the Priority Public Improvement Costs. ' Section 12. The City Council hereby approves the Amended City JCFA, in the form presented to the City Council at this meeting, and hereby authorizes the City Manager to enter into such agreement in said form, together with such changes therein as the City Manager, following consultation with the City Attorney, shall approve, the approval of such changes to be conclusively evidenced by the execution by the City of the Amended City JCFA. Section 13. The City Council hereby authorizes the City Manager to negotiate with the County, the Flood Control District and the Authority, amendments to the Other Public Agency JCFAs and/or alternative arrangements thereto as necessary or desirable, following consultation with the City Attorney, to best facilitate the construction and completion of the Priority Public Improvements. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest, any such amendments or alternative arrangements as negotiated by the City Manager and approved as to form by City Attorney, so long as all obligations of the City thereunder are payable solely from amounts held under the Fiscal Agent Agreement or the proceeds of special taxes levied in the District. Section 14. The City Council hereby authorizes the City Manager, working with the Authority, to make offers of settlement with contractors that have constructed portions of the Priority Public Improvements on behalf of the Developer seeking payment for work performed on such improvements, such settlements to be funded ' from amounts in the Acquisition Account established under the Fiscal Agent Agreement, R:/Resos 2008/Resos 08-40 3 ' subject to the Authority and the City receiving full releases of liability and the release of any liens on the related Facilities. Section 15. The City Manager, for and on behalf of the City, is hereby authorized and directed, with assistance from the Director of Public Works and the City Attorney, to obtain any permits from other public agencies necessary to undertake and complete the Priority Public Improvements, with all costs related thereto to be payable solely from amounts in the Acquisition Account established under the Fiscal Agent Agreement or from the proceeds of special taxes levied in the District. Section 16. The City Manager is hereby authorized to negotiate the acquisition by the City of offers of dedication for rights of way and to obtain rights of way from the Developer and other property owners as necessary to complete the Priority Public Improvements, provided that all costs related thereto to be payable solely from amounts in the Acquisition Account established under the Fiscal Agent Agreement or from the proceeds of special taxes levied in the District. Section 17. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 13th day of May, 2008. ATTEST: LCJ Susan .Jones, MM City CI ~ [SEAL] J Michael . N ggar, Mayor R:/Resos 2008/Resos 08-40 ' STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 08-40 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of May, 2008, by the following vote: AYES: 5 COUNCIL MEMBERS: Comerchero, Edwards, Roberts, Washington, Naggar NOES: 0 COUNCIL MEMBERS: None ABSENT: 0 COUNCIL MEMBERS: None ABSTAIN: 0 COUNCIL MEMBERS: None R:/Resos 2008/Resos 0840 5