HomeMy WebLinkAboutItem No. 14 PH CFD No. 2006-8 Running Deer EstatesText File
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: RES 2014-077
Agenda Date: 3/27/2018 Status: Public HearingVersion: 1
File Type: ResolutionIn Control: City Council / Successor Agency
Agenda Number: 14)
Page 1 City of Lake Elsinore Printed on 3/22/2018
REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Grant Yates, City Manager
Prepared by: Jason Simpson, Assistant City Manager
Date:March 27, 2018
Subject:Public Hearing and Election for Change Proceedings for the City of Lake
Elsinore Community Facilities District (CFD) No. 2006-8 (Running Deer
Estates)
Recommendation
adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8 (RUNNING DEER ESTATES), APPROVING
AN AMENDMENT TO THE RATE AND METHOD OF APPORTIONMENT AND CALLING AN
ELECTION THEREIN
adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,
CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF CITY OF LAKE
ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006-8 OF THE (RUNNING DEER
ESTATES) CERTIFYING ELECTION RESULTS
introduce by title only and waive further reading of AN ORDINANCE OF THE CITY COUNCIL OF
CITY OF LAKE ELSINORE, CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE
BODY OF CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006-8
(RUNNING DEER ESTATES) AUTHORIZING THE LEVY OF SPECIAL TAXES
Background and Discussion
The City of Lake Elsinore (City) formed the City of Lake Elsinore Community Facilities District No.
2006-8 (Running Deer Estates) (District) in 2006 pursuant to the Mello-Roos Community Facilities
District Act of 1982 (Mello-Roos Act). The District consists of Tract No. 31957 and is located
generally to the northeast of Mountain Street and north of the Rice Canyon Elementary School.
SAM-Running Deer, LLC, is the landowner within the District (Developer). The development
within the District is expected to include approximately 96 single family homes at build-out.
While the District was formed in 2006, homebuilding has not yet commenced. Due to revisions
in the proposed product mix within the District, the Developer has requested that the District
undertake proceedings to amend the current rate and method of apportionment of special taxes
CFD 2006-8 RUNNING DEER
Page 2
with the Amended and Restated Rate and Method of Apportionment of Special Taxes (Amended
and Restated RMA). If approved, the Amended and Restated RMA will reduce the special tax
rates to be levied within the District from those currently in effect. The current special tax rates
range from $4,372 to $5,608 and will be reduced to range from $2,034 to $2,709 per single family
home.
On February 13, 2018, the Council adopted Resolution No. 2018-028, stating its intention to
consider approval of the Amended and Restated RMA and called for a public hearing to be held
at this meeting on the approval of the Amended and Restated RMA. Following the close of the
public hearing, the Council will be asked to adopt the Resolution Approving the Amended and
Restated RMA. Such resolution calls for an election to submit to the qualified voters in the District
a ballot measure on the approval of the Amended and Restated RMA.
In addition, the Resolution Approving the Amended and Restated RMA approves the execution
and delivery of the following agreements in the forms presented to the City Council: (i) the Funding
Agreement with the Developer (the “Funding Agreement”); and (ii) the Joint Community Facilities
Agreement with the Developer and Lake Elsinore Unified School District (JCFA). The Funding
Agreement sets forth the terms, among others, pursuant to which the District will finance
improvements to be constructed by the City. In accordance with the Mello-Roos Act, the approval
and execution of the Joint Community Facilities Agreement allows for the District to finance
improvements to be owned and operated by the Lake Elsinore Unified School District which
benefit the development within the District.
On file with the City Clerk is a Certificate of the Registrar of Voters of Riverside County certifying
that there are no registered voters residing within the boundaries of the District. Accordingly,
under the Mello-Roos Act, only property owners owning land in the District are eligible to vote at
the election with each owner having one vote for each acre (or portion thereof) that they own
within the District. The Developer has executed a consent and waiver of certain election
procedures, including certain timing requirements with respect to the election, and the City Clerk
has executed a certificate concurring to the holding of the election on this date, all in accordance
with the Mello-Roos Act. Accordingly, if the City Council approves the Resolution Approving the
Amended and Restated RMA, the City Clerk will conduct the election. The City Clerk will
announce the election results and the Council will be asked to adopt the Resolution Certifying the
Election Results. Based on upon certification that 2/3rds of the votes cast are in favor of the
proposition voted upon, the Resolution Certifying the Election Results directs the City Clerk to
record an amended notice of special tax lien on the property within the District. The City Council
will then be asked to introduce the Ordinance authorizing the levy of the special tax within the
District in accordance with the Amended and Restated RMA.
Fiscal Impact
The Developer has made a deposit to pay for the costs of the change proceedings. The Developer
will be reimbursed for such costs if and when bonds are issued for the District.
The District will annually levy special taxes on all of the taxable property within the District in
accordance with the Amended and Restated RMA in order to pay for the costs of facilities, debt
service on bonds, the services and administration of the District. Any bonds issued by the District
are not obligations of the City and will be secured solely by the special taxes levied in the District.
CFD 2006-8 RUNNING DEER
Page 3
Exhibits
A - Resolution Approving Amended RMA
B - Resolution Certifying Election Results
C - Ordinance
D - Certificate of Registrar of Voters
E - Landowner Waiver
F - Funding Agreement
G – JCFA
H – Project Map
RESOLUTION NO. 2018-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8 (RUNNING DEER ESTATES),
APPROVING AN AMENDMENT TO THE RATE AND METHOD OF
APPORTIONMENT AND CALLING AN ELECTION THEREIN
Whereas, on October 10, 2006, the City Council (Council) of the City of Lake Elsinore (City)
adopted Resolution No. 2006-168, stating its intention to form City of Lake Elsinore Community
Facilities District No. 2006-8 (Running Deer Estates) (CFD No. 2006-8 or the District) 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 (Act); and
Whereas, on October 10, 2006, the Council also adopted Resolution No. 2006-169 stating its
intention to incur bonded indebtedness within the District in the amount not to exceed
$7,000,000 to finance the facilities and improvements identified in Resolution No. 2006-168
(Improvements); and the incidental expenses to be incurred in financing the Improvements and
forming and administering the District (Incidental Expenses); and
Whereas, pursuant to Resolution No. 2006-168, the Council also stated its intention to finance
parks, open space and storm drain maintenance services (Services) within the District through
the levy of a services special tax in accordance with the Rate and Method (as defined below);
and
Whereas, a notice calling a public hearing on November 28, 2006, was published as required
by law relative to the intention of the Council to establish CFD No. 2006-8 and to incur bonded
indebtedness within CFD No. 2006-8; and
Whereas, on November 28, 2006, the Council conducted a noticed public hearing to determine
whether it should proceed with the establishment of CFD No. 2006-8, issue bonds for the
benefit of CFD No. 2006-8 to pay for the Improvements and Incidental Expenses and authorize
the Rate and Method of apportionment of the special taxes in the form attached as Exhibit A to
Resolution No. 2006-168 (Rate and Method) to be levied within CFD No. 2006-8 for the
purposes described in Resolution No. 2006-168; and
Whereas, at the November 28, 2006, public hearing all persons desiring to be heard on all
matters pertaining to the establishment of CFD No. 2006-8, the levy of the special taxes in
accordance with the Rate and Method and the issuance of bonds within CFD No. 2006-8 to pay
for the cost of the proposed Improvements and Incidental Expenses were heard and a full and
fair hearing was held; and
Whereas, after the public hearing, on November 28, 2006, the Council adopted Resolution Nos.
2006-195 (Resolution of Formation) and 2006-196 (Resolution to Incur Bonded Indebtedness)
which formed the District and called a special election on November 28, 2006, within the District
on three propositions relating to the levying of the special taxes, the incurring of bonded
indebtedness and the establishment of an appropriations limit for the District, which were
approved by more than two-thirds vote by the qualified electors on November 28, 2006; and
Whereas, pursuant to Resolution No. 2006-197, adopted on November 28, 2006, the Council,
acting as the legislative body of CFD No. 2006-8, declared the results of the special election
and directed the recording of a Notice of Special Tax Lien within CFD No. 2006-8; and
Whereas, the District has received a petition signed by SAM-Running Deer, LLC, an Oregon
limited liability company (Owner), which owns land within the District, the boundaries of which
are described in Attachment A to the Resolution of Intention (as defined below) which petition
meets the requirements of Section 53332 of the Act, requesting that the District: (i) approve the
new rate and method of apportionment for CFD No. 2006-8, attached as Attachment B to the
Resolution of Intention (Amended and Restated Rate and Method); (ii) extend the term of the
Special Tax for Facilities (as defined in the Amended and Restated Rate and Method) to Fiscal
Year 2058-59 and (iii) include the services set forth in the definition of “Services” in the
Amended and Restated Rate and Method as services authorized to be provided by the District
(collectively, the “Change Proceedings”); and
Whereas, on February 13, 2018, the Council, acting as the legislative body of CFD No. 2006-8,
adopted Resolution No. 2018-028 (Resolution of Intention), stating its intention to consider the
approval of the Change Proceedings; and,
Whereas, a notice calling a public hearing on March 27, 2018, was published as required by
law relative to the intention of the Council to consider the approval the Change Proceedings;
and
Whereas, on March 27, 2018, this Council conducted a noticed public hearing to determine
whether it should proceed with the approval of the Change Proceedings; and
Whereas, at the March 27, 2018, public hearing all persons desiring to be heard on all matters
pertaining to the approval of the Change Proceedings were heard and a full and fair hearing
was held; and
Whereas, the Council has determined that there have been fewer than twelve registered voters
residing in the District for the period of 90 days prior to March 27, 2018, and that the qualified
electors in the District are the landowners within the District; and
Whereas, on the basis of all of the foregoing, the Council has determined at this time to
proceed with the approval of the Change Proceedings as described herein; and,
Whereas, in order to facilitate the funding of the Improvements, the legislative body of the
District desires to enter into a Funding Agreement (Funding Agreement) with the Owner, and
the form of the Funding Agreement is on file with the City Clerk; and
Whereas, the District, the Owner and the Lake Elsinore Unified School District (School District)
propose to enter into an Amended and Restated Joint Community Facilities Agreement (JCFA)
in the form on file with the City Clerk relating to certain facilities proposed to be financed by the
District and owned and operated by the School District.
NOW, THEREFORE, THE CITY COUNCIL OF CITY OF LAKE ELSINORE DOES HEREBY
RESOLVE, DETERMINE AND ORDER AS FOLLOW:
Section 1.Each of the above recitals is true and correct.
Section 2.The Council hereby adopts the Amended and Restated Rate and Method as the
rate and method for CFD No. 2006-8. Except where funds are otherwise available, it is the
intention of the Council, subject to the approval of the eligible voters within CFD No. 2006-8, to
levy the proposed special taxes at the rates for CFD No. 2006-8 set forth in the Amended and
Restated Rate and Method on all non-exempt property within CFD No. 2006-8 sufficient to pay
for (i) the Improvements, (ii) the principal and interest and other periodic costs on the bonds
proposed to be issued by the District to finance the Improvements and Incidental Expenses,
including the establishment and replenishment of reserve funds, any remarketing, credit
enhancement and liquidity facility fees (including such fees for instruments which serve as the
basis of a reserve fund in lieu of cash), administrative expenses and other expenses of the type
permitted by Section 53345.3 of the Act; and (iii) the Incidental Expenses. The Amended and
Restated Rate and Method is described in detail in Attachment B to the Resolution of Intention
which is incorporated herein by this reference, and the Council hereby finds that the Amended
and Restated Rate and Method contains sufficient detail to allow each landowner within the
District to estimate the maximum amount that may be levied against each parcel. The Special
Tax for Facilities (as defined in the Amended and Restated Rate and Method) shall be levied on
each assessor’s parcel for a period not to exceed Fiscal Year 2058-59.
Section 3.Upon recordation of an amended and restated notice of special tax lien pursuant
to Section 3114.5 of the Streets and Highways Code, a continuing lien to secure each levy of
the special tax shall attach to all non-exempt real property in the District and this lien shall
continue in full force and effect until the special tax obligation is prepaid and permanently
satisfied and the lien canceled in accordance with law or until collection of the special tax by the
District ceases.
Section 4.The indebtedness is to be incurred for the purpose of financing the costs of
purchasing, constructing, modifying, expanding, improving, or rehabilitating the Improvements,
as described in Resolution No. 2006-168, financing the Incidental Expenses, and carrying out
the powers and purposes of CFD No. 2006-8, including, but not limited to, financing the costs of
selling the bonds, establishing and replenishing bond reserve funds and paying remarketing,
credit enhancement and liquidity facility fees (including such fees for instruments which serve as
the basis of a reserve fund in lieu of cash), administrative expenses and other expenses of the
type authorized by Section 53345.3 of the Act.
Section 5.The City Council finds and determines that the proposed Improvements and the
Services are necessary to meet the increased demand that will be placed upon local agencies
and public infrastructure as a result of new development within the District and that the
Improvements to be financed, including those to be financed pursuant the JCFA to be entered
into with the School District, benefit residents of the City and the future residents of the District.
Section 6.Written protests against the approval of the Amended and Restated Rate and
Method have not been filed by one-half or more of the registered voters within the boundaries of
the District or by the property owners of one-half or more of the area of land within the
boundaries of the District. The Council hereby finds that the approval of the Amended and
Restated Rate and Method with respect to CFD No. 2006-8 has not been precluded by a
majority protest pursuant to Section 53337 of the Act.
Section 7. An election is hereby called for CFD No. 2006-8 on the proposition of approving
the Amended and Restated Rate and Method. The proposition to be placed on the ballot for the
District is attached hereto as Attachment A. Following certification of a landowner vote in favor
of the adoption of the Amended and Restated Rate and Method, the District shall record an
amended and restated notice of special tax lien for the District.
Section 8.The date of the foregoing election for the District shall be March 27, 2018, or
such later date as is consented to by the City Clerk and the landowners within the District. The
City Clerk shall conduct the election. Except as otherwise provided by the Act, the election shall
be conducted by personally delivered or mailed ballot and, except as otherwise provided by the
Act, the election shall be conducted in accordance with the provisions of law regulating elections
of the City insofar as such provisions are determined by the City Clerk to be applicable.
Section 9.It is hereby found that there are not more than twelve registered voters within the
territory of the District, and, pursuant to Section 53326 of the Act, each landowner who is the
owner of record on the date hereof, or the authorized representative thereof, shall have one
vote for each acre or portion thereof that he or she owns within the District.
Section 10.The form of the JCFA is hereby approved. The Mayor, the City Manager, the
Assistant City Manager, or their written designees are hereby authorized and directed to
execute and deliver the JCFA in the form on file with the City Clerk with such changes,
insertions and omissions as may be approved by the officer or officers executing such
agreement, said execution being conclusive evidence of such approval.
Section 11.The form of the Funding Agreement is hereby approved. The Mayor, the City
Manager, the Assistant City Manager, or their written designees are hereby authorized and
directed to execute and deliver the Funding Agreement in the form on file with the City Clerk
with such changes, insertions and omissions as may be approved by the officer or officers
executing such agreement, said execution being conclusive evidence of such approval.
Section 12.This Resolution shall take effect immediately upon its adoption.
Passed and Adopted on this 27th day of March, 2018.
_____________________________
Natasha Johnson, Mayor
Attest:
_____________________________
Susan M. Domen, MMC
City Clerk
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF LAKE ELSINORE )
I, Susan M. Domen, MMC, City Clerk of the City of Lake Elsinore, California, do hereby certify
that Resolution No. 2018- ______ was adopted by the City Council of the City of Lake Elsinore,
California, at the Regular meeting of March 27, 2018, and that the same was adopted by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
___________________________
Susan M. Domen, MMC
City Clerk
ATTACHMENT A
BALLOT PROPOSITION
CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8
(RUNNING DEER ESTATES)
SPECIAL TAX ELECTION
March 27, 2018
PROPOSITION A: Shall a special tax with an Amended and Restated
Rate and Method of apportionment (the “Amended and Restated Rate and
Method”) as provided in Attachment B to Resolution No. 2018-028
adopted by the City Council of the City of Lake Elsinore on February 13,
2018, acting as the legislative body of City of Lake Elsinore Community
Facilities District No. 2006-8 (Running Deer Estates) (the “District”), be
levied to pay for the Improvements, Incidental Expenses and other
purposes described in Resolution No. 2006-168 and the Services
described in the Amended and Restated Rate and Method, including the
payment of the principal of and interest on bonds issued to finance the
Improvements and Incidental Expenses for the District?
YES______
NO_______
RESOLUTION NO. 2018- ________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,
CALIFORNIA ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF CITY OF
LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006-8 OF THE
(RUNNING DEER ESTATES) CERTIFYING ELECTION RESULTS
Whereas, the City Council (the “Council”) of City of Lake Elsinore (the “City”), acting as the
legislative body of City of Lake Elsinore Community Facilities District No. 2006-8 (Running Deer
Estates) (“CFD No. 2006-8” or the “District”) called and duly held an election on March 27, 2018,
within the boundaries of the District pursuant to Resolution No._____ for the purpose of
presenting to the qualified electors within the District the proposition attached hereto as
Attachment A; and
Whereas, there has been presented to the Council a certificate of the City Clerk canvassing the
results of the election, a copy of which is attached hereto as Attachment B.
NOW, THEREFORE,THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES
HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1.Each of the above recitals is true and correct and is adopted by the legislative
body of the District.
Section 2. Proposition A presented to the qualified electors of the District on March 27,
2018, was approved by more than two-thirds of the votes cast at the election held for the
District, and Proposition A has carried. The Council is hereby authorized to levy on the land
within the District the special tax described in Proposition A for the purposes described therein
and to take the necessary steps to levy the special tax authorized by Proposition A.
Section 3.The City Clerk is hereby directed to record in the Office of the County Recorder
within fifteen days of the date hereof an amended and restated notice of special tax lien which
Bond Counsel to the District shall prepare in the form required by Streets and Highways Code
Section 3114.5.
Section 4.This Resolution shall take effect immediately upon its adoption.
Passed and Adopted on this 27th day of March, 2018.
_____________________________
Natasha Johnson, Mayor
Attest:
_____________________________
Susan M. Domen, MMC
City Clerk
2
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF LAKE ELSINORE )
I, Susan M. Domen, MMC, City Clerk of the City of Lake Elsinore, California, do hereby certify
that Resolution No. 2018- ______ was adopted by the City Council of the City of Lake Elsinore,
California, at the Regular meeting of March 27, 2018, and that the same was adopted by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
___________________________
Susan M. Domen, MMC
City Clerk
ATTACHMENT A
BALLOT PROPOSITION
CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8
(RUNNING DEER ESTATES)
SPECIAL TAX ELECTION
March 27, 2018
PROPOSITION A: Shall a special tax with an Amended and Restated
Rate and Method of apportionment (the “Amended and Restated Rate and
Method”) as provided in Attachment B to Resolution No. 2018-028
adopted by the City Council of the City of Lake Elsinore on February 13,
2018, acting as the legislative body of City of Lake Elsinore Community
Facilities District No. 2006-8 (Running Deer Estates) (the “District”), be
levied to pay for the Improvements, Incidental Expenses and other
purposes described in Resolution No. 2006-168 and the Services
described in the Amended and Restated Rate and Method, including the
payment of the principal of and interest on bonds issued to finance the
Improvements and Incidental Expenses for the District?
YES______
NO_______
ATTACHMENT B
CERTIFICATE OF CITY CLERK
AS TO THE RESULTS OF THE CANVASS OF THE ELECTION RETURNS
I, Susan M. Domen, MMC, City Clerk of the City of Lake Elsinore, do hereby certify that I
have examined the returns of the Special Tax Election for City of Lake Elsinore Community
Facilities District No. 2006-8 (Running Deer Estates). The election was held in the Lake
Elsinore Cultural Center at 183 North Main Street, Lake Elsinore, California, on March 27, 2018.
I caused to be delivered ballots to each qualified elector. ____ (__) ballots were returned.
I further certify that the results of said election and the number of votes cast for and
against Proposition A are as follows:
PROPOSITION A
YES:
NO:
TOTAL:
Dated this 27th day of March, 2018.
__________________________
Susan M. Domen, MMC, City Clerk
City of Lake Elsinore
ORDINANCE NO. 2018 -_______
ORDINANCE OF THE CITY COUNCIL OF CITY OF LAKE ELSINORE, ACTING IN
ITS CAPACITY AS THE LEGISLATIVE BODY OF CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8 (RUNNING DEER ESTATES)
AUTHORIZING THE LEVY OF SPECIAL TAXES
Whereas, on October 10, 2006, the City Council (Council) of the City of Lake Elsinore (City)
adopted Resolution No. 2006-168, stating its intention to form City of Lake Elsinore Community
Facilities District No. 2006-8 (Running Deer Estates) (CFD No. 2006-8 or the District) 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 (Act); and
Whereas, on October 10, 2006, the Council also adopted Resolution No. 2006-169, stating its
intention to incur bonded indebtedness within the District in the amount not to exceed
$7,000,000 to finance the facilities and improvements identified in Resolution No. 2006-168
(collectively, the “Improvements); and the incidental expenses to be incurred in financing the
Improvements and forming and administering the District (Incidental Expenses); and
Whereas, pursuant to Resolution No. 2006-168, the Council also stated its intention to finance
parks, open space and storm drain maintenance services (Services) within the District through
the levy of a services special tax in accordance with the Rate and Method (as defined below);
and
Whereas, a notice calling a public hearing on November 28, 2006, was published as required
by law relative to the intention of the Council to establish CFD No. 2006-8 and to incur bonded
indebtedness within CFD No. 2006-8; and
Whereas, on November 28, 2006, the Council conducted a noticed public hearing to determine
whether it should proceed with the establishment of CFD No. 2006-8, issue bonds for the
benefit of CFD No. 2006-8 to pay for the Improvements and Incidental Expenses and authorize
the Rate and Method of apportionment of the special taxes in the form attached as Exhibit A to
Resolution No. 2006-168 (Rate and Method) to be levied within CFD No. 2006-8 for the
purposes described in Resolution No. 2006-168; and
Whereas, at the November 28, 2006, public hearing all persons desiring to be heard on all
matters pertaining to the establishment of CFD No. 2006-8, the levy of the special taxes in
accordance with the Rate and Method and the issuance of bonds within CFD No. 2006-8 to pay
for the cost of the proposed Improvements and Incidental Expenses were heard and a full and
fair hearing was held; and
Whereas, after the public hearing, on November 28, 2006, the Council adopted Resolution Nos.
2006-195 (Resolution of Formation) and 2006-196 (Resolution to Incur Bonded Indebtedness)
which formed the District and called a special election on November 28, 2006, within the District
on three propositions relating to the levying of the special taxes, the incurring of bonded
indebtedness and the establishment of an appropriations limit for the District, which were
approved by more than two-thirds vote by the qualified electors on November 28, 2006; and
2
Whereas, pursuant to Resolution No. 2006-197, adopted on November 28, 2006, the Council,
acting as the legislative body of CFD No. 2006-8, declared the results of the special election
and directed the recording of a Notice of Special Tax Lien within CFD No. 2006-8; and
Whereas, the District received a petition signed by SAM-Running Deer, LLC, an Oregon limited
liability company (Owner), which owns land within CFD No. 2006-8, the boundaries of which are
described in the Resolution of Intention (as defined below) which petition meets the
requirements of Section 53332 of the Act, requesting that the District: (i) approve the new Rate
and Method of apportionment for CFD No. 2006-8, attached as Attachment B to the Resolution
of Intention (Amended and Restated Rate and Method); (ii) extend the term of the Special Tax
for Facilities (as defined in the Amended and Restated Rate and Method) to Fiscal Year 2058-
59 and (iii) include the services set forth in the definition of “Services” in the Amended and
Restated Rate and Method as services authorized to be provided by the District (collectively, the
Change Proceedings); and
Whereas, on February 13, 2018, the Council, acting as the legislative body of CFD No. 2006-8,
adopted Resolution No. 2018-028 (Resolution of Intention) stating its intention to consider the
approval of the Change Proceedings; and
Whereas, a notice calling a public hearing on March 27, 2018, was published as required by
law relative to the intention of the Council to consider the approval of the Change Proceedings;
and
Whereas, on March 27, 2018, this Council conducted a noticed public hearing to determine
whether it should proceed with the approval of the Change Proceedings; and,
Whereas, at the March 27, 2018, public hearing all persons desiring to be heard on all matters
pertaining to the approval of the Change Proceedings were heard and a full and fair hearing
was held; and
Whereas, on March 27, 2018, following the close of the public hearing, the City Council adopted
Resolution No. _____ (Change Resolution), which called a special election on March 27, 2018,
within CFD No. 2006-8 on the approval of the Change Proceedings; and
Whereas, on March 27, 2018, a special election was held within CFD No. 2006-8 at which the
qualified electors approved the Change Proceedings by more than a two-thirds vote.
NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF CITY
OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006-8 (RUNNING DEER
ESTATES), ORDAINS AS FOLLOWS:
Section 1.The above recitals are all true and correct.
Section 2.By the passage of this Ordinance, the City Council authorizes the levy of a
special tax within Community Facilities District No. 2006-8 at the maximum rates and in
accordance with the Amended and Restated Rate and Method.
Section 3.The City Council is hereby further authorized to determine in each subsequent
fiscal year, by ordinance, or by resolution if permitted by then applicable law, on or before
August 10 of each year, or such later date as is permitted by law, the specific special tax rate
and amount to be levied on each parcel of land in the District pursuant to the Amended and
3
Restated Rate and Method. The special tax rates to be levied pursuant to the Amended and
Restated Rate and Method shall not exceed the applicable maximum rates set forth therein, but
the special tax may be levied at a lower rate.
Section 4.Properties or entities of the state, federal or other local governments shall be
exempt from the special tax, except as otherwise provided in Sections 53317.3 and 53317.5 of
the Act and the Amended and Restated Rate and Method. No other properties or entities are
exempt from the special tax unless the properties or entities are expressly exempted in the
Resolution of Formation and the Change Resolution, or in a Resolution of Intention to levy a
new special tax or special taxes or to alter the rate or method of apportionment of an existing
special tax as provided in Section 53334 of the Act.
Section 5.All of the collections of the special tax pursuant to the Amended and Restated
Rate and Method shall be used as provided for in the Act, the Resolution of Formation and the
Change Resolution. The special tax shall be levied within the District only so long as needed for
the purposes described in the Resolution of Formation and in the Change Resolution.
Section 6.The special tax levied pursuant to the Amended and Restated Rate and Method
shall be collected in the same manner as ordinary ad valorem property taxes are collected and
shall be subject to the same penalties and the same procedure, sale and lien priority in case of
delinquency as is provided for ad valorem taxes (which such procedures include the exercise of
all rights and remedies permitted by law to make corrections, including, but not limited to, the
issuance of amended or supplemental tax bills), as such procedure may be modified by law or
by this City Council from time to time.
Section 7.As a cumulative remedy, if any amount levied as a special tax for payment of the
interest or principal of any bonded indebtedness of the District, together with any penalties and
other charges accruing under this Ordinance, are not paid when due, the City Council may, not
later than four years after the due date of the last installment of principal on the Bonds, order
that the same be collected by an action brought in the superior court to foreclose the lien of
such special tax.
Section 8.The Mayor shall sign this Ordinance and the City Clerk shall attest to the Mayor’s
signature and then cause the same to be published within fifteen (15) days after its passage at
least once in a newspaper of general circulation published and circulated in City of Lake
Elsinore.
Section 9.This Ordinance relating to the levy of the special tax within the District shall take
effect 30 days following its final passage, and the specific authorization for adoption is pursuant
to the provisions of Section 53340 of the Act.
Section 10.The City Clerk is hereby authorized to transmit a certified copy of this ordinance
to the Riverside County Assessor and Treasurer-Tax Collector, and to perform all other acts
which are required by the Act, this Ordinance or by law in order to accomplish the purpose of
this Ordinance.
Passed and Adopted on this 27th day of March, 2018.
_____________________________
Natasha Johnson, Mayor
4
Attest:
_____________________________
Susan M. Domen, MMC
City Clerk
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF LAKE ELSINORE )
I, Susan M. Domen, MMC, City Clerk of the City of Lake Elsinore, California, do hereby certify
that Ordinance No. 2018- ______ was introduced at the Regular meeting of the City Council of
March 27, 2018, and adopted by the City Council of the City of Lake Elsinore, California, at the
Regular meeting of March 27, 2018 and that the same was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Susan M. Domen, MMC
City Clerk
REBECCA SPENCER
Registrar of Voters
State of California
REGISTRAR OF VOTERS
COUNTY OF RIVERSIDE
CERTIFICATE OF REGISTRAR OF VOTERS
) ss
County of Riverside )
ART TINOCO
Assistant Registrar of Voters
I, Rebecca Spencer, Registrar of Voters of said County, hereby certify that:
(A) I have been furnished a map describing the proposed boundary of Community
Facilities District No. 2006-8, (Running Deer Estates), of the City of Lake Elsinore, of the County
of Riverside, State of California;
(B) On February 15, 2018, 1 conducted, or caused to be conducted, a review of the
voter registration records of the County of Riverside for the purpose of determining the number of
voters registered to vote within the proposed boundary of Community Facilities District No. 2006-
8, (Running Deer Estates), of the City of Lake Elsinore, of the County of Riverside.
(C) There are 0 registered voters residing within the proposed boundary of Community
Facilities District No. 2006-8, (Running Deer Estates), of the City of Lake Elsinore, of the County
of Riverside.
IN WITNESS WHEREOF, I have executed this Certificate on this 15th day of February
Rebecca Spencer
Registrar of Voters
Christopher Neubauer
Chief Deputy Registrar of Voters
2724 Gateway Drive 1 Riverside, CA 92507-0918
(951) 486-7200 1 TTY (951) 697-8966 1 FAX (951) 486-7272
www.voteinfo.net
WAIVER OF CERTAIN ELECTION PROCEDURES
WITH RESPECT TO LANDOWNER ELECTION FOR
CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8 (RUNNING DEER ESTATES)
The undersigned, Erik W. Lunde, acting on behalf of SAM-Running Deer, LLC, an
Oregon limited liability company (the “Owner”), hereby certifies to the City of Lake Elsinore
(City), with respect to the proposed change proceedings for City of Lake Elsinore Community
Facilities District No. 2006-8 (Running Deer Estates) (the “District”), as follows:
1.The undersigned has been duly authorized by the Owner and possesses all
authority necessary to execute this Waiver on behalf of the Owner in connection with the
election to be called by the City Council of the City with respect to the District. The Owner
hereby appoints Erik W. Lunde to act as its authorized representative to vote in the election
referred to herein and certifies that his true and exact signature is set forth below:
Signature of Erik W. Lunde: __________________________________
2.The Owner is the present owner of 34.24 acres of land located within the
boundaries of the District. There are no registered voters residing within the territory owned by
the Owner and have been none during the 90-day period preceding March 27, 2018.
3.The Owner has received notice of the March 27, 2018, public hearing (the “Public
Hearing”) to be held by the City Council of the City regarding the approval of a new rate and
method of apportionment for the District (the “Change Proceedings”). The Owner agrees that it
received adequate notice of the March 27, 2018 Public Hearing.
4.The Owner has received from the City and the City has made available to the
Owner necessary and relevant information regarding the proposed Change Proceedings, as set
forth in Resolution No. 2018-028 adopted by the City Council on February 13, 2018 (the
“Resolution”).
5.The undersigned understands that if the Change Proceedings are undertaken on
or after March 27, 2018, an election will be held by the District on the proposition set forth in the
sample ballot attached hereto as Exhibit A less than 90 days after the close of the March 27,
2018, Public Hearing as in accordance with Section 53326 of the Government Code, without the
preparation of an impartial analysis, arguments or rebuttals concerning the election as provided
for by Elections Code Sections 9160 to 9167, inclusive, and 9190 and without preparation of a
tax rate statement as provided in Section 9401 of the Elections Code and without further notice
of such election as required pursuant to the Elections Code or the Government Code. Having
been fully advised with respect to the election, in accordance with the authority contained in
Government Code Sections 53326 and 53327, the Owner waives compliance with the foregoing
provisions of the Elections Code and Government Code, with any time limits or other procedural
requirements pertaining to the conduct of the election which are not being complied with and
consents to having the election on any date on or after the close of the March 27, 2018, Public
Hearing and consents to the closing of the election as soon as all ballots are received by the
City Clerk.
6.The undersigned hereby represents that compliance with the procedural
requirements for conducting the election, including the receipt of any ballot arguments and
impartial analysis and the time limitations which apply in connection with scheduling, mailing
and publishing notices for such an election, are unnecessary in light of the fact that the
2
undersigned has received sufficient information regarding the imposition of the special tax as
set forth in the Resolution to allow it to properly complete the attached ballot. The Owner further
waives its right to make any protest or complaint or undertake any legal action challenging the
validity of the election or the validity of the levy of the special tax to finance facilities and
services for the benefit of the District or to repay bonded indebtedness issued by the District.
Dated: March __, 2018
SAM-RUNNING DEER LLC, an Oregon limited liability
company
By:
Erik W. Lunde,
Member
A-1
EXHIBIT A
SAMPLE
OFFICIAL BALLOT
CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8
(RUNNING DEER ESTATES)
SPECIAL TAX ELECTION
March 27, 2018
You are entitled to cast _____ votes.
To vote, stamp a cross (+) in the voting square after the word “YES” or after the word
“NO”. All marks otherwise made are forbidden. All distinguishing marks are forbidden and
make the ballot void.
If you wrongly mark, tear, or deface this ballot, return it to the City Clerk and obtain
another.
PROPOSITION A: Shall a special tax with an Amended and Restated
Rate and Method of apportionment (the “Amended and Restated Rate and
Method”) as provided in Attachment B to Resolution No. 2018-028
adopted by the City Council of the City of Lake Elsinore on February 13,
2018, acting as the legislative body of City of Lake Elsinore Community
Facilities District No. 2006-8 (Running Deer Estates) (the “District”), be
levied to pay for the Improvements, Incidental Expenses and other
purposes described in Resolution No. 2006-168 and the Services
described in the Amended and Restated Rate and Method, including the
payment of the principal of and interest on bonds issued to finance the
Improvements and Incidental Expenses for the District?
YES______
NO_______
CITY OF LAKE ELSINORE
COMMUNITY FACILITIES DISTRICT NO. 2006-8
(RUNNING DEER ESTATES)
FUNDING AGREEMENT
THIS AGREEMENT is made and entered into by and between CITY OF LAKE ELSINORE
(the “City”), acting for and on behalf of itself and CITY OF LAKE ELSINORE COMMUNITY
FACILITIES DISTRICT NO. 2006-8 (RUNNING DEER ESTATES) (the “Community Facilities
District” or “CFD”), and SAM-RUNNING DEER, LLC, an Oregon limited liability company (the
“Developer”), each individually a “Party” and collectively the “Parties.”
WHEREAS, the City has formed the CFD pursuant to the provisions of the Mello-Roos
Community Facilities Act of 1982, as amended (the “Act”), authorized special taxes and issuance
of bonded indebtedness to finance certain public improvements to be owned, operated or
maintained by the City, the Elsinore Valley Municipal Water District and the Lake Elsinore Unified
School District and Incidental Expenses in accordance with the Act; and
WHEREAS, in order to proceed in a timely way with development of the property within
the Community Facilities District which is attached as Exhibit “A”(the “Developer Property”),
Developer desires to fund through the Community Facilities District (i) improvements included in
the City’s fee programs (the “City Improvements”), as more particularly set forth and described in
the Description of Cost Estimates attached hereto as Exhibit “B”and (ii) if applicable, any
improvements unrelated to the City Improvements described and governed by the terms
contained in Exhibit “E”hereto (the “Miscellaneous Improvements”) (collectively the
“Improvements”); and
WHEREAS, the City is authorized by the Act to form the CFD and to issue bonds to fund
the Improvements; and
WHEREAS, the City Council has adopted the City’s policies and procedures concerning
the use of special district financing programs to finance City facilities (the “Policy”); and
WHEREAS, the purpose of this Agreement is to constitute a formal understanding
between Developer and the City (pursuant to the requirements of Government Code
Section 53313.51 and other provisions of the Act and the Policy) concerning financial and other
obligations and responsibilities related to the Improvements to be financed by the Community
Facilities District to the extent funds are available, and to set forth the conditions upon which (1)
the Community Facilities District will fund the Improvements and (2) the Community Facilities
District will also fund any Miscellaneous Improvements, if applicable, described in Exhibit “E.”
NOW, THEREFORE, it is mutually agreed between the respective parties as follows:
SECTION 1. DEVELOPER DEPOSIT
At Developer’s request, the City undertook certain change proceedings with respect to the
Community Facilities District. The Developer has advanced to the City a sum of money related
to the costs of such change proceedings, all of which shall be eligible for reimbursement from the
CFD. The City will provide to Developer on request a summary of how the advances have been
2
spent and the unexpended balance remaining. The amounts advanced by Developer and, to the
extent determined reasonable and appropriate by the City, expenses incurred by Developer for
engineering consultant costs in connection with the change proceedings of the Community
Facilities District and the issuance of bonds, will be reimbursable to Developer, without interest,
from the proceeds of bonds (the “Bonds”) issued by the Community Facilities District. In the event
that Bonds are not issued to provide a source of reimbursement to Developer, the City shall not
have any liability to Developer to reimburse it for any of the amounts previously advanced by
Developer and expended by the City.
Prior to the issuance of the Bonds, the City will request a final advance for any unpaid
expenses incurred during preparatory technical, financial and legal work; and following payment
of such expenses, the City shall promptly release the balance, if any, of the advance to Developer.
Should the City’s expenses exceed the remaining balance, the City will bill Developer for the
difference, which Developer agrees to pay within 10 days following receipt of such billing, subject
to the conditions of paragraph one of this section.
SECTION 2. SALE OF BONDS
2.1 City Policy and Requirements for the Issuance of Bonds. The City Council has
adopted the Policy, setting forth the City’s policies and procedures concerning the use of special
district financing programs to finance the City Improvements. Pursuant to the Policy, the total
annual amount of the special taxes to be collected with respect to a parcel within the CFD and all
other taxes and assessments which will be collected with respect to such parcel must not exceed
two percent (2%) of the expected assessed value of such parcel within the Community Facilities
District upon the completion of all expected structural improvements to such parcel.
The parties hereby agree that, unless waived by the City, at the time of issuance of the
Bonds, the following requirements shall be met: (1) the ratio of the value of all parcels of property
for which the Bonds are being issued to the amount of outstanding community facilities district or
assessment district bonds attributable to such parcels (the “Value-to-Lien Ratio”) may not be less
than four-to-one (4:1) and (2) at least 50% of the proposed residential units within the Community
Facilities District shall have been completed and conveyed to individual homeowners. The fair
market value of the property within the Community Facilities District for purposes of determining
the foregoing ratio will be determined based on the assessed value of the property or the
appraised value of the property based on the appraisal made by an appraiser selected by the City
with a valuation date within three (3) months of the issuance of the Bonds. Subject to satisfaction
of the Policy and the requirements of this Agreement, the City shall use its best efforts to issue
and sell the Bonds in one or more series in an amount sufficient to fund the Improvements in
accordance with the schedule for development of the Developer Property.
2.2 Security for Payment of Special Taxes.
(a)Concurrently with the issuance and sale of each series of the Bonds, the owner of
any land within the Community Facilities District, together with land owned by any affiliate
(collectively, an “Account Party”), for which the expected levy of the Special Tax for Facilities (as
defined in the Amended and Restated Rate and Method of Apportionment of Special Tax for the
Community Facilities District (the “Rate and Method), such Special Tax for Facilities referred to
herein as the “Special Tax” or “Special Taxes”) in the fiscal year following the fiscal year in which
the Bonds are issued are equal to or exceed 20% of the total expected Special Tax levy for such
fiscal year, shall deliver to the City either (i) a renewable, irrevocable instrument of credit from a
financial institution (rated “A” or better) or (ii) cash in-lieu thereof (a “Security”). The Security shall
3
be in an amount equal to 100% of the expected Special Tax levy on the property owned by such
Account Party in the fiscal year following the fiscal year in which the Bonds are issued (the “Stated
Amount”). The Security shall be maintained by the Account Party in each fiscal year until
terminated in accordance with Section 2.2(c) below. While the Security is still required, the Stated
Amount of such Security shall be reduced as set forth in a “Certificate of Reduction or Termination
(as defined in Section 2.2(c) below).
The Security shall name the City, or its designee, as a beneficiary and shall provide that
the City, or its designee, may draw an amount equal to any delinquencies in payment of
semiannual installments of the Special Taxes levied on property owned by the Account Party in
the Community Facilities District. The total amount to be drawn under the Security shall not
exceed an amount equal to the Special Taxes owed by the Account Party with respect to property
within the Community Facilities District that is delinquent at the time the draw is made. The
amount drawn on the Security shall be applied in the same manner and for the same purposes
as the delinquent Special Taxes would have been applied; provided, however the payment of a
draw under the Security will not be deemed to cure the delinquency in payment of the Special
Taxes.
If, subsequent to a draw on the Security and prior to the satisfaction of any
reimbursements due to the institution providing the Security (the “Security Provider”) pursuant to
this Agreement, the City receives payment of all or a portion of the delinquent Special Taxes or
the proceeds of a sale of delinquent real property pursuant to foreclosure proceedings
(“Delinquency Proceeds”) for a parcel for which the Security has been drawn, the Security
Provider shall be reimbursed for such draws to the extent of Delinquency Proceeds net of the
City’s costs of collection, provided that the Security is or has been concurrently reinstated to, or
a Substitute Security (as defined below) provided for, the then applicable Stated Amount. The
Security Provider is intended by the Parties to be a third party beneficiary of this Section 2.2.
(b)The Security shall be renewed, or a substitute Security reasonably satisfactory to
the City (a “Substitute Security”) provided, not less than thirty (30) calendar days prior to the
expiration of the Security or Substitute Security then in effect. If the Account Party provides a
Substitute Security to the City, then the City or its designee, shall return any existing Security on
the effective date of the Substitute Security to the Security Provider.
If the Security is not renewed within thirty (30) days prior to its expiration date and the
requirements for release or termination of the Security as set forth in Section 2.2(c) below have
not then been met, the full amount of the Security may be drawn by the City and deposited in an
account established under the Indenture (as hereinafter defined) or in such account established
with a financial institution selected by the City. Thereafter, amounts in such account shall be held
as security, and if Special Taxes owed by the Account Party with respect to property within the
Community Facilities District are not paid prior to delinquency, then such amounts in such account
may be applied by the City to pay the delinquent Special Taxes owed by the Account Party with
respect to such property on the same terms and conditions applicable hereunder to draws on the
Security.
At such time as the Security is renewed, or a Substitute Security is accepted by the City,
or the requirement for the Security has been terminated pursuant to this section, the City or its
designee, shall release all amounts in the Security account to the Security Provider within ten (10)
calendar days from the date of renewal or acceptance.
4
(c)Following the sale or transfer by the Account Party of any property to a person
other than the Account Party, or upon the prepayment of the Special Tax obligation for a parcel
owned by the Account Party, the Account Party shall notify District of such event, in writing, and,
if requested by the Account Party, the Stated Amount of the Security shall be reduced and be
recalculated in accordance with this Section 2.2; provided, however, that City shall be required to
recalculate such amount and reduce the Security a maximum of two times each calendar year
and any costs associated with the recalculation and reduction shall be borne by the Account Party.
The Security shall be terminated when (i) the expected levy on the land owned by the Account
Party in the Community Facilities District is responsible for less than 20% of the Special Tax levy
in the current fiscal year, (ii) the Account Party has paid all Special Taxes in the current fiscal year
and the property owned by the Account Party in the Community Facilities District is expected to
be responsible for less than 20% of the Special Tax in the next fiscal year or (iii) the Account Party
has paid all Special Taxes in the current fiscal year and in the following fiscal year, the District will
not levy the Special Tax on property within the Community Facilities District owned by the Account
Party.
Reduction or termination of a Security shall occur automatically upon submission
to the Security Provider by the City of a “Certificate of Reduction or Termination.” The City shall
deliver to the Security Provider, such Certificate of Reduction or Termination promptly upon
receiving from the Account Party a certification which shall be made under penalty of perjury and
which shall indicate (i) the legal description of all land owned by the Account Party, and either
(ii) a recalculation of the new Stated Amount that the Account Party proposes be applicable to the
Security or (iii) if termination of the Security is requested, a statement that one of the requirements
set forth in (i) through (iii) of the preceding paragraph have been satisfied.
The Account Party shall notify the City of any events that will result in a reduction of the
Stated Amount of the Security and shall provide the City with verification of said events. The
Account Party may provide the City with a Substitute Security in the reduced amount, and the
City shall release and return to the Security Provider the Security then in effect. The Parties
expressly acknowledge that the Account Party’s failure to so notify the City or to reduce the
Security at the times prescribed herein shall in no way effect or invalidate sale or transfer of
property, or recordation of maps on property.
(d)If property is sold or transferred by an Account Party with the result that the land
owned by the transferee or any of its affiliates (“Transferee”) is responsible for twenty percent
(20%) or more of the Special Tax in the current fiscal year, a Security on the same terms specified
herein will be furnished by Transferee with respect to all land owned by such Transferee in the
Community Facilities District. Any applicable purchase and sale agreement and/or escrow
instructions shall notify the Transferee of this Security requirement and obligate the Transferee to
provide such Security, if applicable. The Security of the Account Party will not be reduced to
reflect the sale or transfer of land until a Security is furnished by the Transferee and accepted by
the City. The issuing financial institution and the form and terms of said Security will be subject
to reasonable prior approval by the City. All terms provided in this Section 2.2 are applicable to
the Transferee by replacing the term “Account Party” at each place where it occurs in each section
with the term “Transferee.” Each provider of a Security for a Transferee shall be an express third
party beneficiary of the provisions of this Section 2.2.
Any costs related to the holding or maintaining the Security, including any fees of
a fiscal agent, trustee or other depository shall be borne by the Account Party.
5
2.3 Major Landowner Initial and Continuing Disclosure. An owner of land which is
responsible for twenty percent (20%) or more of the Special Tax in the fiscal year in which the
Bonds are issued or in the fiscal year following the fiscal year in which the Bonds are issued (a
“Major Landowner”) will be required to provide all information regarding the development of its
property, including the financing plan for such development, which is necessary to ensure that
the official statement for such Bonds complies with the requirements of Rule 15c2-12 of the
Securities and Exchange Commission (the “Rule”) and all other applicable federal and state
securities laws. Additionally, Developer acknowledges that, if it is a Major Landowner at the time
of issuance of the Bonds, it will be necessary that Developer enter into a continuing disclosure
agreement to provide such continuing disclosure pertaining to the development of the land owned
by Developer within the Community Facilities District as necessary to assist the underwriter in
complying with the continuing disclosure requirements of the Rule and/or to assist in the
marketing of the Bonds.
2.4 Bond Issuance Parameters. The terms and conditions upon which each series of
the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds
shall be determined solely by the City in its reasonable discretion in conformance with the
requirements of Government Code Section 53313.5, the Act, the Policy, and this Agreement. The
Bonds shall be issued with a term not to exceed 40 years. The proceeds of the Bonds shall be
used in the following priority to (1) fund a reserve fund for the payment of principal and interest
with respect to the Bonds in an amount equal to the least of (i) ten percent (10%) of the total bond
issue, (ii) maximum annual debt service on Bonds, or (iii) 125% of average annual debt service;
(2) fund up to eighteen (18) months of capitalized interest; (3) pay for costs of issuance of the
Bonds including, without limitation, underwriter’s discount, bond counsel and disclosure counsel
fees, appraisal and special tax consultant fees, printing, and fiscal agent fees; (4) pay for the costs
of forming the Community Facilities District and change proceedings for the Community Facilities
District; and (5) pay for the actual costs of the Improvements. The Community Facilities District
shall maintain records relating to the disbursements of proceeds of the sale of the Bonds. The
Indenture or Resolution (hereinafter “Indenture”) for the Bonds shall establish an acquisition and
construction fund or improvement fund (herein, the “Improvement Fund”) into which shall be
deposited initially the proceeds of the Bonds net of the amount of proceeds required to fund items
(1) through (4) in the second preceding sentence. The Indenture shall also establish separate
accounts of the Improvement Fund designated the “City Improvements Account”, and any
Miscellaneous Improvement Accounts described in Exhibit “E” if applicable, into which shall be
deposited such portions of the Improvement Fund as directed by the City and in writing at or
subsequent to the closing of the sale of the Bonds consistent with the following priorities:
(a)An amount sufficient to fund the reasonable, current estimated cost of the
City Improvements anticipated to be funded out of the Bonds being issued shall be deposited in
the City Improvements Account;
(b)If applicable, an amount sufficient to fund the reasonable, current estimated
cost of any Miscellaneous Improvements anticipated to be funded out of the Bonds being issued
shall be deposited in the applicable Miscellaneous Account(s), if any, described in Exhibit “E”
hereto.
The Indenture shall provide that amounts remaining in the Improvement Fund after funding
all proposed Improvements or sooner, as specified by the City, shall be deposited in the special
tax fund or bond service fund and be applied to pay debt service on the Bonds and/or to call
Bonds in advance of maturity.
6
SECTION 3. ALLOCATION OF SPECIAL TAXES
Prior to the issuance of Bonds, the City Council of the City, acting as the legislative body
of the Community Facilities District, shall levy Special Taxes at the assigned special tax rate on
all parcels classified as Developed Property pursuant to the Rate and Method. Such Special
Taxes collected by the City shall first be applied to fund annual administrative expenses of the
Community Facilities District and then to fund Improvements in the same manner as the proceeds
of Bonds as set forth in Section 5 and Section 6 below. Upon sale and delivery of the Bonds, the
City shall annually levy the Special Tax as provided for in documents pursuant to which the Bonds
were issued. Following the issuance of the Bonds, the City shall have no obligation to levy Special
Taxes to reimburse the Developer for the costs of any Improvements not paid for from Bond
proceeds. The entire amount of any Special Tax levied by the Community Facilities District to
repay the Bonds and recover costs and expenses allowable pursuant to Government Code
Section 53313.5, shall be allocated to the Community Facilities District.
SECTION 4. NOTICE OF SPECIAL TAX
Developer, or Developer’s successors or assigns, shall provide written notice to all
potential purchasers of lots advising of the special tax obligation applicable to the Developer
Property in the form required by Section 53341.5 of the Government Code. A sample copy as
prepared by Developer is attached as Exhibit “C.”
SECTION 5. CITY IMPROVEMENTS
The Developer may be required pursuant to the conditions of development or the fee
ordinance to pay certain City fees (the “City Fees”) relating to the Improvements prior to the
availability of proceeds of the Bonds to pay for such Improvements. In the event such City Fees
are paid prior to the availability of Bond proceeds, the amounts paid to the City shall be deemed
to be deposits (each a “Deposit”) that are subject to refund by the City to the Developer in
accordance with this Agreement. The City shall place each Deposit in a capital facilities
account(s). If the Developer has made any Deposits to the City, then following deposit of Bond
proceeds in the City Improvements Account, the City shall return to the Developer, from the capital
account in which the Deposits were deposited the Deposits not previously returned, without
interest or other earnings thereon. The City shall be so obligated to return such Deposits only to
the extent that an equivalent amount of the Deposits to be returned is deposited in the City
Improvements Account from Bond proceeds.
Bond proceeds used to finance Improvements which relate to the City Fees shall be
allocated first for return of all Deposits prior to being allocated to the payment of City Fees not
previously deposited by the Developer. Any Deposits that have not been returned to the
Developer at the time it is determined that there will be no further Bond proceeds available (i.e.
the final series of Bonds to finance the City Improvements have been issued) shall be retained by
the City and may be used for the purposes for which the City Fee was required, and the
unrefunded Deposits shall constitute full and final payment for such City Fees, without any
increase of any kind.
Any City Fees paid (as Deposits) by the Developer shall be made with the understanding
that such Deposits will be returned to the Developer if, and when, Bond proceeds have been
deposited to the City Improvements Account. The City shall expend any amounts disbursed to it
from the City Improvements Account on capital facilities. The payment of Deposits prior to the
availability of the Bond proceeds shall not be construed as a dedication or gift of the City Fees,
7
or a waiver of the return of the Deposits, it being the intention that the City Fees be paid by Bond
proceeds to the extent of the Bond proceeds.
SECTION 6. MISCELLANEOUS IMPROVEMENTS.
Improvements unrelated to the City Improvements, if applicable, will be supplemented by
the terms contained in an addendum which will appear as Exhibit “E”hereto. The amounts
deposited in the applicable Miscellaneous Improvement Account(s), if any, will be disbursed for
the acquisition or construction of Miscellaneous Improvements in accordance with the provisions
in the applicable Joint Community Facilities Agreement(s), if any. Any amounts in the applicable
Miscellaneous Improvement Account(s) shall be disbursed at the written direction of the City upon
Developer’s submittal of an addendum which will appear as the applicable entity’s Certificate and
the Disbursement Request Form provided for in the Joint Community Facilities Agreement(s).
Upon receipt of the Disbursement Request Form, the City shall submit a written requisition for
payment of the requested amount to trustee for the Bonds pay the amount requested to the
applicable entity.
SECTION 7. INDEPENDENT CONTRACTOR
In performing this Agreement, Developer is an independent contractor and not the agent
of the City. The City shall not have any responsibility for payment to any contractor or supplier of
Developer. It is not intended by the parties that this Agreement create a partnership or joint
venture among them and this Agreement shall not otherwise be construed.
SECTION 8. INDEMNIFICATION
Developer shall assume the defense of, indemnify and hold harmless, the City, its officers,
employees and agents, and the Community Facilities District, its officers, employees and agents,
from and against all actions, damages, claims, losses or expenses of every type and description
to which they may be subject or put, by reason of, or resulting from the Developer’s performance
of its obligations under this Agreement, the issuance of the Bonds, the construction of the
Improvements, the failure of the Developer to provide notice of the special tax to be levied by the
Community Facilities District pursuant to Section 53341.5 of the Act (but only if the Developer is
required by law to provide such notice), or arising out of any alleged misstatements of fact or
alleged omission of a material fact made by the Developer, its officers, directors, employees or
agents to the City, the Community Facilities District, the underwriter of the Bonds and its counsel,
the appraiser, the special tax consultant, the market absorption consultant or bond counsel
regarding the Developer, its proposed developments, its property ownership, and any contractual
arrangement it may enter into in a disclosure document describing the Community Facilities
District and the risks relating to the Bonds. No provision of this Agreement shall in any way limit
the extent of Developer’s responsibility for payment of damages resulting from the operations of
Developer and its contractors; provided, however that Developer shall not be required to assume
the defense or indemnify and hold harmless the City, its officers, employees or agents, or the
Community Facilities District, its officers, employees or agents, as to actions, damages, claims,
losses or expenses resulting from negligence or willful misconduct of such person or entity.
SECTION 9. CONFLICT WITH OTHER AGREEMENTS
Except as specifically provided herein, nothing contained herein shall be construed as
releasing Developer from any condition of development or requirement imposed by any other
8
agreement with City. In the event of a conflicting provision, such other agreement shall prevail
unless such conflicting provision is specifically waived or modified in writing by City.
SECTION 10. TERMINATION
The provisions of this Agreement related to the financing of the Improvements shall
terminate and be of no further force or effect if the first series of Bonds are not sold within ten
years from the date of this Agreement unless extended by agreement of all the parties. If the City
is unable to sell the first series of Bonds after diligent, commercially reasonable efforts to do so,
this Agreement shall terminate and be of no further force and effect.
SECTION 11. NOTICES
Any notice, payment or instrument required or permitted by this Agreement to be given or
delivered to either party shall be deemed to have been received when personally delivered or
seventy-two (72) hours following deposit of the same in any United States Post Office in California,
registered or certified, postage prepaid. Any notice to the Community Facilities District or the City
shall be addressed to City of Lake Elsinore, 130 South Main Street, Lake Elsinore, CA 92530,
Attention: Assistant City Manager. Any notice to Developer shall be addressed to SAM-Running
Deer, LLC, c/o Pacific Coves Investment, LLC, 1200 Quail Street, Suite 220, Newport Beach, CA
92660, Attention: Erik Lunde.
Each party may change its address for delivery of notice by delivering written notice of
such change of address to the other party hereto.
SECTION 12. GENERAL PROVISIONS
(a)Amendment. This Agreement may be amended at any time but only in
writing signed by each party hereto.
(b)Entire Agreement. This Agreement, and the agreements referenced
herein, contains the entire understanding and 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. There are no oral or written
representations, understanding, undertakings or agreements which are not contained or
expressly referred to herein, and any such representations, understandings or agreements are
superseded by this Agreement. This Agreement shall be binding upon, and enforceable by and
against the Community Facilities District.
(c)Exhibits. All exhibits attached hereto are incorporated into this Agreement
by reference.
(d)Severability. 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.
(e)Waiver. Failure by a party to insist upon the strict performance of any of
the provisions of this Agreement by the other parties hereto, or the failure by a party to exercise
its rights upon the default of another party, shall not constitute a waiver of such party’s right to
insist and demand strict compliance by such other parties with the terms of this Agreement
thereafter.
9
(f)No Third Party Beneficiaries. Except as provided explicitly in this
Agreement, 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 City, the Community Facilities District, and Developer (and their respective successors
and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.
(g)Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute but one instrument.
(h)Assignment. Developer may assign all or any of its rights pursuant to this
Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and
assignee shall, as a condition to taking an assignment of such rights, enter into an assignment
and assumption agreement with the City and Developer, in a form reasonably acceptable to
Developer and the City, whereby such rights assigned are specified and such purchaser agrees,
except as may be otherwise specifically provided therein, to assume the obligations of Developer
pursuant to this Agreement and to be bound thereby.
(i)Governing Law. This Agreement and any dispute arising hereunder shall
be governed by and interpreted in accordance with the laws of the State of California.
(j)Construction of Agreement. This Agreement has been reviewed by legal
counsel for both the City and Developer and shall be deemed for all purposes to have been jointly
drafted by the City and Developer. No presumption or rule that ambiguities shall be construed
against the drafting party shall apply to the interpretation or enforcement of this Agreement.
(k)Attorneys’ Fees. In the event of any action or proceeding, including an
arbitration or a reference pursuant to Section 638, et seq., of the Code of Civil Procedure brought
by any Party against any other under this Agreement, the prevailing Party shall be entitled to
recover its actual attorneys’ fees and all fees, costs and expenses incurred for prosecution,
defense, consultation, or advice in such action or proceeding. In addition to the foregoing, the
prevailing Party shall be entitled to its actual attorneys’ fees and all fees, costs and expenses
incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is
separate and several and shall survive the merger of this Agreement into any judgment on this
Agreement.
(l)Venue and Forum. Any action at law or in equity arising under this
Agreement brought by any Party hereto for the purpose of enforcing, construing or determining
the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the
County of Riverside, State of California, and the Parties waive all provisions of law providing for
the filing, removal or change of venue to any other Court.
(m)Entire Agreement. Except as provided in an addendum, which if
applicable, will appear as Exhibit “E”hereto, this Agreement sets forth and contains the entire
understanding and agreement of the parties. There are no oral or written representations,
understandings, undertaking or agreements, which are not contained or expressly referred to
herein, and any such representations, understandings or agreements are superceded by this
Agreement. No evidence of any such representations, understandings or agreements shall be
admissible in any proceeding of any kind or nature relating to the terms or conditions of this
Agreement, its interpretation or breach.
10
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
S-1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year written below.
Dated: March 27, 2018 CITY OF LAKE ELSINORE, a political subdivision of
the State of California
By:
Assistant City Manager
ATTEST:
By:
Susan M. Domen, MMC, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY OF THE CITY OF LAKE ELSINORE
By:
David Mann, City Attorney
[SIGNATURES CONTINUED ON NEXT PAGE.]
S-2
[SIGNATURE PAGE CONTINUED]
SAM-RUNNING DEER, LLC,
an Oregon limited liability company
By:
Erik Lunde, Member
LIST OF EXHIBITS
EXHIBIT A -DESCRIPTION OF DEVELOPER PROPERTY
EXHIBIT B -DESCRIPTION OF COST ESTIMATES
EXHIBIT C -NOTICE OF SPECIAL TAX (as prepared by Developer)
EXHIBIT D -DISBURSEMENT REQUEST FORM
EXHIBIT E -ADDENDUM
A-1
EXHIBIT A
DESCRIPTION OF DEVELOPER PROPERTY
LEGAL DESCRIPTION
Real property in the City of Lake Elsinore, County of Riverside, State of California, described as
follows:
Assessor’s Parcel Nos:
394-120-008
394-120-013
B-1
EXHIBIT B
DESCRIPTION OF COST ESTIMATES
The Improvements consist of the City Improvements, as described below. Any other types
of Improvements will be described in an addendum to this Agreement appearing as Exhibit “E.”
I.CITY IMPROVEMENTS.
City facilities included in the City’s development fee programs used to finance expansion
projects, exclusive of in-tract facilities constructed by a property owner, but including and not
limited to the following.
Estimated Cost of the City Improvements
Description Estimated Cost
City Hall/Public Works Facilities Fee $77,664
Community Center Facilities Fee 52,320
Marina Facilities Fee 74,784
Animal Shelter Facilities Fee 33,408
Library Facilities Fee 14,400
Fire Facilities Fee 72,096
Traffic Impact Fee 131,424
Park Fee 153,600
Drainage Fee 295,662
Total Fees $905,358
C-1
EXHIBIT C
NOTICE OF SPECIAL TAX
NOTICE OF SPECIAL TAX
COMMUNITY FACILITIES DISTRICT 2006-8
OF THE CITY OF LAKE ELSINORE (RUNNING DEER ESTATES)
COUNTY OF RIVERSIDE, CALIFORNIA
D-1
EXHIBIT D
CFD NO. 2006-8 (RUNNING DEER ESTATES)
OF THE CITY OF LAKE ELSINORE
DISBURSEMENT REQUEST FORM
1.City of Lake Elsinore Community Facilities District No. 2006-8 (Running Deer
Estates) of (the “CFD”) is hereby requested to pay from the ________________________
Account, or any applicable account or sub-account thereof, established by the CFD in connection
with its [20__] Special Tax Bonds (the “Bonds”) to City of Lake Elsinore (the “City”) as payee, the
sum set forth below :
$_____________________ (the Requested Amount”)
2.The Requested Amount represents the payment of City Fees for ___ lot(s) within
the boundaries of the CFD (the “Property”).
(Tract No. __________, Lot Nos. ________________).
3.The Requested Amount is due and payable, has not formed the basis of any prior
request or disbursement.
4.The Requested Amount shall be payable to _______________ (the “Developer”),
pursuant to the wiring instructions attached hereto.
5.The Requested Amount is authorized and payable pursuant to the terms of the
certain Funding Agreement (the “Agreement”) between the City, acting for and on behalf of itself
and the CFD and Developer.
D-2
6.Capitalized undefined terms used herein shall have the meaning ascribed to them
in the Agreement.
Dated:DEVELOPER:
SAM-RUNNING DEER, LLC, an Oregon limited
liability company
By:
Name:
Title:
Dated:CITY OF LAKE ELSINORE
By:
Its:
[ATTACH WIRING INSTRUCTIONS]
E-1
EXHIBIT E
ADDENDUM
DESCRIPTION AND COST ESTIMATES OF THE MISCELLANEOUS IMPROVEMENTS
I.ELSINORE VALLEY MUNICIPAL WATER DISTRICT IMPROVEMENTS.
Water and sewer facilities including the acquisition of capacity in the sewer system and/or
water system of the Elsinore Valley Municipal Water District (the “Water District”) which are
included in the Water District’s water and sewer capacity and connection fee programs, exclusive
of in-tract facilities constructed by a property owner, including all costs of site acquisition,
planning, design, engineering, legal services, materials testing, coordination, surveying,
construction staking, construction inspection and any and all appurtenant facilities and
appurtenant work relating to the foregoing.
Estimated Cost of the Water District Improvements
Description Estimated Cost
Sewer Connection Fee $860,256
Water Connection Fee 939,744
Total Fees $1,800,000
II.LAKE ELSINORE UNIFIED SCHOOL DISTRICT IMPROVEMENTS.
School facilities of the Lake Elsinore Unified School District (the “School District”) which
are included in the School District’s school fee programs, including all costs of site acquisition,
planning, design, engineering, legal services, materials testing, coordination, surveying,
construction staking, construction inspection and any and all appurtenant facilities and
appurtenant work relating to the foregoing.
Estimated Cost of the School District Improvements
Description Estimated Cost
School Facility Fees $960,000
Total Fees $960,000
AMENDED AND RESTATED
JOINT COMMUNITY FACILITIES AGREEMENT
by and among
CITY OF LAKE ELSINORE,
LAKE ELSINORE UNIFIED SCHOOL DISTRICT
AND
SAM-RUNNING DEER, LLC
RELATING TO
COMMUNITY FACILITIES DISTRICT NO. 2006-8 (RUNNING DEER ESTATES)
OF THE CITY OF LAKE ELSINORE
Dated as of _________, 2018
AMENDED AND RESTATED
JOINT COMMUNITY FACILITIES AGREEMENT
BY AND AMONG
CITY OF LAKE ELSINORE,
LAKE ELSINORE UNIFIED SCHOOL DISTRICT
AND
SAM-RUNNING DEER, LLC
(Community Facilities District No. 2006-8 (Running Deer Estates)
of the City of Lake Elsinore)
THIS AMENDED AND RESTATED JOINT COMMUNITY FACILITIES AGREEMENT
(“Agreement”) is made and entered into as of the _____ day of __________, 2018, by and among
the LAKE ELSINORE UNIFIED SCHOOL DISTRICT, a public school district of the State of
California (“School District”), the CITY OF LAKE ELSINORE, a municipal corporation (“City”),
and SAM-RUNNING DEER, LLC, an Oregon limited liability company (“Property Owner”), with
respect to Community Facilities District No. 2006-8 (Running Deer Estates) of the City (the
“CFD”).
RECITALS:
A.The City has established the CFD pursuant to the Mello-Roos Community
Facilities Act of 1982, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of
Title 5 of the Government Code (the “Mello-Roos Act”) for the purpose of financing City fees and
facilities (the “City Facilities”), the acquisition of land and construction, furnishing and equipping
of public school facilities of the School District (the “School Facilities”) and Elsinore Valley
Municipal Water District (“EVMWD”) fees and facilities (“EVMWD Facilities”) (collectively, the
“Facilities”).
B.The Property Owner owns the real property within the CFD planned for 96
dwelling units (each, a “DU”) pursuant to Tract No. 31957 (“Property”). The prior owner of the
Property, Lake Elsinore 80 SFR, LLC, entered into a Joint Community Facilities Agreement with
the School District and City dated November 28, 2006 (the “Original Agreement”) with respect to
the CFD. The purpose of this Agreement is to amend and restate the Original Agreement in its
entirety.
C.The School District and the Property Owner have met and negotiated in good
faith an appropriate means for financing the impact of students generated from the development of
the Property upon the School Facilities in lieu of the levy of school fees imposed pursuant to
Education Code Section 17620, Government Code Section 65995, Government Code Section
65995.5 or Government Code Section 65995.7 (“School Fees”) as such statutory provisions may be
modified or superseded, and pursuant to any other requirement of the School District or other public
agency for the provision or funding of School Facilities (“Other School Requirements”).
#174945 v5 9200.2 2
D.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, other than a City or County, which is a party to a joint community facilities
agreement shall have primary responsibility for formation of a community facilities district 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.
E.The purposes of this Agreement are (i) to set forth the understandings of the
parties with respect to the establishment and amendment of the CFD, the authorization of bonded
indebtedness and the sale of bonds of the CFD, and the allocation of the proceeds of the sale of such
bonds between the City, the School District and EVMWD for the design, construction and/or
acquisition of the Facilities and (ii) to set forth the understandings of the School District and
Property Owner with respect to the funding of School Facilities pursuant to the terms of this
Agreement in lieu of School Fees and Other School Requirements that might otherwise apply to the
development of the Property.
NOW, THEREFORE, in consideration of the preceding recitals and the mutual
covenants hereinafter contained, the parties agree as follows:
Section 1.Formation Proceedings. The City Council of the City (the “City Council”)
has conducted proceedings pursuant to the Mello-Roos Act for the establishment of the CFD and to
authorize the CFD to incur bonded indebtedness for the purpose of financing the Facilities.
Pursuant to the Property Owner’s request, the City Council shall commence proceedings to amend
the rate and method of apportionment of special taxes of the CFD (the “Change Proceedings”) as
soon as is reasonably possible and shall thereafter conduct and complete such Change Proceedings
in a timely manner.
Section 2.Issuance of Bonds Upon completion of the Change Proceedings, the City
Council, acting as the legislative body of the CFD, may, in its sole discretion, proceed to issue and
sell bonds of the CFD (the “Bonds”) for financing the construction and/or acquisition of the
Facilities. The Bonds shall be issued only if, in its sole discretion, the City Council determines that
all requirements of State and Federal law and all City policies have been satisfied or have been
waived by the City. Nothing in this Agreement shall confer upon the School District, EVMWD or
any owner of the Property, including Property Owner, a right to compel the issuance of the Bonds
or the disbursement of Bond proceeds to fund School Facilities or EVMWD Facilities except in
accordance with the terms of this Agreement. To the extent that the CFD and Property Owner
determine that Bond proceeds are available to finance School Facilities and/or EVMWD Facilities,
the CFD shall notify School District and/or EVMWD of the amount of such Bond proceeds
deposited in the Non-City Facilities Account (as defined below) that is available for such purpose.
#174945 v5 9200.2 3
Section 3.School Mitigation.
(a)Prior to Issuance of Bonds. In lieu of the payment of School Fees and
all other School Requirements, each DU constructed within the Property shall be subject to a
mitigation payment (the “Mitigation Payment”) that is payable at the time the Property Owner
requests from the School District the certification required by Education Code Section 17620(b)
evidencing that any and all requirements of the School District with respect to School Facilities
impacts of the DU have been satisfied (“Certificates of Compliance”). The amount of the
Mitigation Payment shall be $10,000 per DU for each DU for which a Certificate of Compliance is
issued within two (2) years following the date of this Agreement. Thereafter, the amount of the
Mitigation Payment shall increase to $10,500 per DU. Prior to the issuance of Bonds, Property
Owner shall satisfy the Mitigation Payment obligation for each DU for which a Certificate of
Compliance is requested by (i) making a cash deposit with the School District in the amount of the
Mitigation Payment (a “Cash Deposit”) or (ii) delivering to School District an irrevocable standby
letter of credit in a form acceptable to School District, issued by a bank which is acceptable to
School District and which names School District as beneficiary (a “Letter of Credit”) in the amount
of the Mitigation Payment. In the event the Property Owner makes a Cash Deposit with the School
District as set forth above, School District shall refund the party which made each such Cash
Deposit the full amount of such Cash Deposits, excluding earnings thereon, at the time an amount
equal to the Cash Deposits is deposited in the LEUSD Subaccount (defined below). In the event the
Property Owner delivers to School District a Letter of Credit as set forth above, such Letter of
Credit shall be maintained by the Property Owner and renewed as necessary until an amount equal
to or exceeding the amount of such Letter of Credit is deposited in the LEUSD Subaccount at which
time such Letter of Credit shall be released by School District and returned to the issuing bank. If
the proceeds of Bonds have not been deposited in the LEUSD Subaccount by the date that is one
year following the issuance of a Certificate of Compliance for the 90th dwelling unit within the
CFD, the School District may expend the Cash Deposits or draw on the full amount of the Letter of
Credit for the acquisition of land for and/or the construction, furnishing and equipping of School
Facilities. In such event, Property Owner shall still be entitled to reimbursement of the amount of
the Cash Deposits or the amount drawn on the Letter of Credit with the proceeds of Bonds issued on
a tax-exempt basis, subject to the approval of the City’s bond counsel or, in the absence of such
approval, with the proceeds of Bonds issued on a taxable basis.
(b)After the Issuance of Bonds. At the time Bonds are issued, to the
extent available, funds shall be deposited in the LEUSD Subaccount in an amount equal to (i) the
total prior Cash Deposits or the stated amount of the Letter of Credit provided in lieu of Cash
Deposits plus (ii) the total Mitigation Payments for all or any of the remaining DUs to be
constructed within the Property for which Certificates of Compliance have not been issued. The
Property Owner shall then earn a credit for the Mitigation Payments for the number of remaining
DUs (the “Credit Account”) equal to the amount deposited in the LEUSD Subaccount pursuant to
clause (ii) above divided by the amount of the Mitigation Payment per DU at the time of such
deposit. Thereafter, each time a Certificate of Compliance is requested for a DU within the
Property, the Credit Account shall be reduced by one DU. At no time shall School District be
required to issue a Certificate of Compliance for a DU within the Property once the Credit Account
has been reduced to zero unless and until the Mitigation Payment for such DU is satisfied either by
the deposit of funds in the LEUSD Subaccount, the payment of a Cash Deposit, provision of a
Letter of Credit or payment of the Mitigation Payment. Once Bonds have been issued, if Property
#174945 v5 9200.2 4
Owner requests the issuance of a Certificate of Compliance for DUs in excess of the amount
available in the Credit Account, a cash payment to the School District or a deposit of additional
funds in the LEUSD Subaccount in the amount of the Mitigation Payment for such DUs must be
made prior to issuance of such Certificates of Compliance.
(c)Upfront Contribution. Prior to the issuance of a Certificate of
Compliance for the first DU within the Property, Property Owner shall provide School District with
$250,000 (the “Upfront Contribution”) to be used by School District to fund School Facilities at the
sole discretion of the School District. The Upfront Contribution shall not be eligible for
reimbursement through the CFD nor will it be utilized in any way to offset or reduce Property
Owner’s Mitigation Payment obligation. Once paid, the Upfront Contribution shall be
non-refundable under all circumstances.
(d)Full Mitigation. A purpose of this Agreement is to establish a method
of providing School Facilities necessary to mitigate the impact from the development of the
Property on the School District. The parties intend this Agreement to be binding upon each party
and its successors, notwithstanding the provisions of any existing or future legislation, ordinance,
resolution, regulation, policy or court decision (collectively and individually, any “Law”) issued or
adopted by any court, the State of California, the City, the County of Riverside, the Riverside
County Local Agency Formation Commission, or any subdivision thereof (collectively and
individually, a “Government Unit”), which would require or authorize the payment of School Fees
or Other School Requirements other than those required by this Agreement. In consideration of the
covenants contained in this Agreement, the Property Owner and the School District expressly waive
the benefit arising from any existing or future Law issued or adopted by any Governmental Unit
affecting the rights or obligation(s) of an owner, developer or user of real property, to mitigate the
impact of development of the Property upon the availability of School Facilities, or the rights or
obligations of the School District to impose School Fees or other school mitigation requirements.
Subject to compliance with the terms hereof, the School District hereby covenants that it will not
under any circumstances at any time:
(i)oppose development of the Property on the basis of inadequate
School Facilities or seek other forms of mitigation with respect to the adequacy of School Facilities
as a condition to development of the Property, including, but not limited to, the imposition of any
School Fees against the Property; provided, however, that the limitations contained in this clause
shall not preclude a general obligation bond election by the registered voters of the School District;
(ii)exercise any power or authority (under Section 17620 of the
California Education Code or any other provision of applicable law) to levy or collect School Fees
for the purpose of funding or financing any School Facilities;
(iii)require or request the City, or any other Government Unit, to
exercise, or cooperate with the School District or any other Government Unit in the exercise of, the
power under Title 7, Division 1, Chapter 4.7 of the California Government Code (commencing with
Section 65970) or any other provision of applicable law, to require any School Fees or other
mitigation for School Facilities as a condition to the approval of development of the Property within
the boundaries of the CFD;
#174945 v5 9200.2 5
(e)advise or require any Property Owner or any other public or private
entity to advise anyone that School Facilities are inadequate to accommodate students generated by
development of the Property; or
(f)take any action or use the proceeds of the Bonds in any manner which
would affect the tax exemption of the Bonds under the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.
Section 4.Allocation of Bond Proceeds. Upon the issuance and sale of the Bonds, the
fiscal agent agreement or bond indenture with respect to such Bonds (the “Indenture”) shall provide
for the establishment of a separate fund from which funds may be disbursed for City Facilities,
School Facilities and EVMWD Facilities eligible to be financed through the CFD (the “Acquisition
and Construction Fund”).
The Acquisition and Construction Fund shall include two separate accounts (a “City
Facilities Account” and a “Non-City Facilities Account”). The Non-City Facilities Account shall
include separate subaccounts for School Facilities (the “LEUSD Subaccount”) and EVMWD
Facilities (the “EVMWD Subaccount”). Funds shall be disbursed from the LEUSD Subaccount to
finance School Facilities in accordance with this Section 4.
The available amount of Bond proceeds in the LEUSD Subaccount shall be
transmitted by the CFD to the School District upon written disbursement request(s). The form of
such disbursement request, which may be a single request, shall be as set forth in Exhibit “A”. The
CFD shall thereafter cause the designated fiscal agent to make payments to the School District from
the LEUSD Subaccount in the requisite and approved amount. In no event shall the amount funded
from Bond proceeds under this subsection exceed the amount required to fund the total Mitigation
Payments applicable to the Property.
The School District agrees that the School Facilities financed with Bond proceeds
will be public facilities and shall remain so for a period of at least five (5) years after the application
of Bond proceeds as provided for herein. If so requested by the City during such five (5) year
period, the School District shall confirm the public nature of the School Facilities in writing within
thirty (30) days of the City’s request for such confirmation. The School District specifically agrees
to indemnify and hold the City harmless in such regard pursuant to the terms of Section 5 herein.
Prior to the disbursement of any Bond proceeds to the School District which are to
be made available to finance the acquisition, construction and installation of the School Facilities,
the School District agrees to execute and deliver such certifications or other documents as may be
reasonably required in order for bond counsel to conclude that interest on such Bonds will be
excluded from gross income under Section 103 of the Internal Revenue Code of 1986 and any other
provision of law.
Section 5.Responsibility and Indemnification. The City shall have sole responsibility
for the design, construction and acquisition of the City Facilities and the School District shall have
sole responsibility for the design, construction and acquisition of the School Facilities. The City
agrees to indemnify and hold the School District harmless from any and all liability with respect to
the design, construction and acquisition of the City Facilities; provided, however, that (a) City shall
#174945 v5 9200.2 6
not be required to indemnify the School District or any person or entity as to damages resulting
from any act or omission of the School District or resulting from the negligence or willful
misconduct of the School District, its employees and agents and (b) the City shall have no liability
whatsoever with respect to the items discussed in Section 3. The School District agrees to
indemnify and hold the City harmless from any and all liability of any nature whatsoever with
respect to the design, construction and acquisition of the School Facilities.
The Property Owner shall assume the defense of, indemnify and save harmless, the
City, the CFD and the School District, their respective officers, employees and agents, and each and
every one of them, from and against all actions, damages, claims, losses or expenses of every type
and description to which they may be subjected or put, by reason of, or resulting from, any act or
omission of the Property Owner with respect to this Agreement; provided, however, that the
Property Owner shall not be required to indemnify any person or entity as to damages resulting
from the negligence or willful misconduct of such person or entity or its officers, agents or
employees.
Section 6.Amendment. This Agreement may be amended at any time by a subsequent
written agreement signed on behalf of all parties; provided, however, Section 3 may be amended as
it relates to the Mitigation Payment and Upfront Contribution with the written consent of the School
District and the Property Owner only.
Section 7.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
on any person or entity other than the City, the School District, and the Property Owner any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
Section 8.Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall constitute but one agreement.
Section 9.Assignment. This Agreement may be assigned, in whole or in part, by
Property Owner 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 City have been notified, in
writing, of such assignment. Prior to any such assignment becoming effective, the assignee shall
specifically accept such assignment and the obligations hereunder in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
[Signature Page Follows]
#174945 v5 9200.2 7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and first
year written above.
CITY OF LAKE ELSINORE, a political
subdivision of the State of California
By:
Assistant City Manager
ATTEST:
By:
Susan M. Domen, CMC, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY OF THE CITY OF LAKE ELSINORE
By:
Barbara Z. Leibold, City Attorney
LAKE ELSINORE UNIFIED SCHOOL
DISTRICT
By:
President of the Governing Board of
Lake Elsinore Unified School District
ATTEST:
By:
Clerk of the Governing Board of the
Lake Elsinore Unified School District
APPROVED AS TO FORM:
BOWIE, ARNESON, WILES & GIANNONE
Attorneys for Lake Elsinore Unified School
District
By:
SAM-RUNNING DEER, LLC, an Oregon
limited liability company
By:
Name:
Its:
#174945 v5 9200.2 A-1
EXHIBIT “A”
DISBURSEMENT REQUEST FORM
1.Community Facilities District No. 2006-8 (Running Deer Estates) of the
City of Lake Elsinore (the “CFD”) is hereby requested to pay from the LEUSD Subaccount in
connection with its Special Tax Bonds (the “Bonds”) to Lake Elsinore Unified School District
(“School District”) or such other party designated below, as Payee, the sum set forth in 3
below.
2.The School District certifies that the amount requested hereunder has
been or will be expended or incurred for capital costs related to the construction and
completion of the School Facilities on or after __________. The amount requested is due and
payable and has not formed the basis of prior request or payment.
3.Amount requested: $__________
4.Disburse amount requested to: [Insert name, address and wire transfer
instructions for Payee.]
5.The amount set forth in 3 above is authorized and payable pursuant to
the term of the Amended and Restated Joint Community Facilities Agreement by and among the
City, School District and Property Owner dated as of (the “Agreement”). Capitalized terms
not defined herein shall have the meaning set forth in the Agreement.
LAKE ELSINORE UNIFIED SCHOOL
DISTRICT
By:
Print Name:
Title:
Date:
PROJECT MAP
CFD NO. 2006-8 (RUNNING DEER)
CHANGE PROCEEDINGS