RESOLUTION NO. 2024-010
RESOLUTION OF THE CITY COUNCIL THE CITY OF
CORONA APPROVING AN AMENDMENT TO JOINT
COMMUNITY FACILITIES AGREEMENT FOR
COMMUNITY FACILITIES DISTRICT NO. 2018-1
(BEDFORD) OF THE CITY OF CORONA
WHEREAS, the City of Corona (the “City”) has previously established a community facilities district designated as “Community Facilities District No. 2018-1 (Bedford) of the City of Corona” (the “Community Facilities District”), pursuant to Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code, commonly known as the “Mello-Roos Community Facilities Act of 1982” (the “Act”), for the purpose, among others, of financing through the sale of bonds or the levy of special taxes to pay for the design, construction, and acquisition of certain public facilities which are necessary to meet increased demands placed upon the City as a result of the development of the property within the Community Facilities District; and
WHEREAS, in connection therewith, the City, on behalf of itself and the Community Facilities District, Riverside County Flood Control and Water Conservation District (“County Flood”), and Arantine Hills Holdings L.P. (the “Developer”) entered into that certain Joint Community Facilities Agreement, dated as of July 1, 2018 (the “Original JCFA”), with respect to the Community Facilities District; and
WHEREAS, in July 2021, Developer acquired an additional 31 acres of land adjacent to the subject property; and
WHEREAS, the parties to the Original JCFA now desire to enter into an amendment to the Original JCFA, attached hereto as Exhibit A (the “JCFA Amendment”) in order to account for additions to the storm drain improvements and the extension of the flood control channel for the acquisition thereof by County Flood using bond proceeds of the Community Facilities District; and
WHEREAS, the City Council of the City (the “Council”), for itself and as the governing body of the Community Facilities District, now desires to approve the execution and delivery of the JCFA Amendment as provided herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORONA, CALIFORNIA, AS FOLLOWS:
SECTION 1. The Council hereby determines that the JCFA Amendment, attached hereto as Exhibit A and incorporated herein, by and between the City, for itself and on behalf of the Community Facilities District, County Flood, and Developer will be beneficial to the residents of the City and Community Facilities District.
SECTION 2. The JCFA Amendment is hereby approved in the form submitted to the Council at this meeting at which this Resolution is adopted and the City Manager (the “Authorized Officer”) is authorized to execute and deliver, and the City Clerk is authorized to attest, the JCFA Amendment on behalf of the City, for itself and on behalf of the Community Facilities District.
The Authorized Officer is authorized to consent to any such additions and modifications to the JCFA Amendment as may be necessary to effectuate its purposes.
SECTION 3. This Resolution shall take effect immediately after its passage.
SECTION 4. The Mayor shall sign this Resolution and the City Clerk shall attest thereto, and this Resolution shall take effect and be in force on the date of its adoption.
PASSED, APPROVED AND ADOPTED this 3rd day of April, 2024.
Mayor of the City of Corona, California
ATTEST:
City Clerk of the City of Corona, California
CERTIFICATION
I, Sylvia Edwards, City Clerk of the City of Corona, California, do hereby certify that the foregoing Resolution was regularly passed and adopted by the City Council of the City of Corona, California, at a regular meeting thereof held on the ___(th) day of __________, _____ by the following vote:
AYES:
NOES:
ABSENT:
ABSTAINED:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Corona, California, this ___(th) day of __________, _____.
City Clerk of the City of Corona, California
[SEAL]
EXHIBIT A
JCFA AMENDMENT
(ATTACHED)
254936
F'IRST AMENDMENT TO JOINT COMMUNITY FACILITIES AGREEMENT This First Amendment to Joint Community Facilities Agreement (the "JCFA Amendment") is entered into as of 2024, by and between the City of Corona (the "City") acting on behalf of itself and as the legislative body of Community Facilities District No. 2018-1 (Bedford) of the City of Corona ("Community Facilities District"), Riverside County Flood Control and Water Conselation District, a body corporate and politic ("Flood Control District"), and Arantine Hills Holdings L.P., a Delaware limited partnership ("Owner" or "Developer").
RECITALS
WHEREAS, the City established Community Facilities District pursuant to the MelloRoos Community Facilities Act of 1982, being Chapter 2.5 (commencing with Section 53311) of Part I of Division 2 of Title 5 of the Government Code (the "Mello-Roos Act"); and WHEREAS, in connection therewith, the City, acting on behalf of Community Facilities District, Flood Control District and Owner entered into that ceftain Joint Community FacilitiesAgreement, dated as of July 1,2018 (the "Original JCFA"), with respect to Community Facilities District; and
WHERLAS, in July 202l,Owner acquired an additional thirty-one (31) acres of land adjacent to Phase 3 ofthe Property; and
WHBREAS, Owner has now sent a petition to the City to annex certain property into Improvement Areas No. 3 and 4 of Community Facilities District. Owner has also sent a petitionrequesting that Comrnunity Facilities District and the City, as applicable, undertake proceedings pursuant to the pertinent provisions of the Mello-Roos Act to (i) amend the initial Rate and Method of Apportionment of Special Taxes for Improvement Area No. 3 of Community Facilities District,(ii) increase the authorized amount of bonded indebtedness which may be issued by Cornrnunity Facilities District with respect to Improvement Area No. 3 to an amount not to exceed $37,000,000for the purpose of financing the authorized facilities in order to address current development plans of the property within Community Facilities District, and (iii) amend the initial Rate and Method of Apportionment of Special Taxes for Improvement Area No. 4 of Community Facilities District(collectively, the "Change Proceedings"); and WHEREAS, Owner and City, on behalf of Community Facilities District, now desire to enter into this JCFA Amendment in order to amend certain provisions of the Original JCFA and Exhibit A and B to the Original JCFA pursuant to Sections 3.5 and 6.4 of the Original JCFA in order to account for additions to the storm drain improvements and the extension of the flood control channel for the acquisition thereof by Flood Control District using proceeds of the bondsof the Improvement Areas; and I
JCFA Amendnrcnt
CFD No. 2018-l (BedJbrd) of the City oJ Corona
297 28.0001 5\4 1 553 655.4
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WHEREAS, Owner requested and proposed that Community Facilities District and any improvement areas therein be formed for the purpose of providing the means of financing thedesign, planning, engineering, installation and acquisition or construction of certain public facilities and improvements to be constructed by Developer, which, consistent with this JCFA Amendment, now consist of (among others): (i) certain segments of the Bedford Channel improvements sufficient to mitigate flood risk for the first 393 homes to be developed on the Property within Improvement Area No. I and allow for the issuance of building permits for suchhomes (the "Phase I Bedford Channel Facilities"); (ii) the extension of the flood control channelimprovements by approximately 1,400 feet adjacent to development Phase 4 of the Property (the "Phase IV Bedford Channel Facilities"); and (iii) certain water drainage improvements, including Segment 1 (Lot A) - Bedford Canyon (Eagle Glen to Basin) (Phase 1); Segment 2 (Lot G) - Bedford Canyon (Basin To Hudson House Drive) (Phase 1); Segment 3 - Hudson House Drive (Bedford toOlvida Drive) (Phase I ); Segment 4 - Hudson House Drive (Olvida Drive to Clementine Way)(Phase 1); Segment 6 (Lot P) - Clementine Way (Hudson House Drive to Station 15+00) (Phase 1); Segment 9 - in Tract Backbone (Phase 1); Bedford Canyon Road to Pomelo Drive Connection (Phase 2); and Clementine Way to Phase 3 Connection (Phase 3) (the "Storm Drain Improvements"); and
WHEREAS, the Phase I Bedford Channel Facilities, the Phase IV Bedford Channel Facilities and the Storm Drain Improvements are now collectively described as the "AcquisitionsFacilities." NOW, THEREFORE, in consideration of the execution and performance of this JCFA Amendment, and the Change Proceedings with respect to Community Facilities District, and forand in consideration of the mutual promises and covenants herein contained, the parties heretoagree as follows:
AGREEMENT
Section 1. Incorporation of Recitals. All of the foregoing Recitals are correct and are incorporated in this Amendment No. 1 by reference.
Section 2. Amendment to Definitions in Original JCFA. The following amendments to Section 1. 1 of the Original JCFA are hereby made by this JCFA Amendment:
2.1. The definition of "Acquisition Facilities" in Section 1.1 of the Original JCFA is hereby deleted and replaced with the following:
"Acquisition Facilities" means, the Phase I Bedford Channel Facilities, the Phase IV Bedford Channel Facilities and the Storm Drain Improvements.
2.2. The following definition of "Phase IV Bedford Channel Facilities" is hereby added to Section 1.1 of the Original JCFA:
"Phase IV Bedford Channel Facilities" means the extension of the flood control channel improvements adjacent to development Phase 4 of the Property. .|
JCFA Antendnent
CFD No. 201 8- I (Bedford) of the City oJ'Corona
29728.000 l 5\4 r 553 655.4
254936
2.3 The following definition of "Storm Drain Improvements" is hereby added to Section 1.1 of the Original JCFA:
"Storm Drain Improvements" means certain water drainage improvements, including Segment 1 (Lot A) - Bedford Canyon (Eagle Glen to Basin) (Phase 1); Segment 2 (Lot G) - Bedford Canyon (Basin To Hudson House Drive) (Phase 1); Segment 3 - Hudson House Drive (Bedford to Olvida Dr.) (Phase 1); Segment 4 - Hudson House Drive (Olvida Drive to Clementine Way) (Phase 1); Segment 6 (Lot P) - Clementine Way (Hudson House Drive to Station 15+00) (Phase 1); Segment 9 - in Tract Backbone (Phase 1); Bedford Canyon Road to Pomelo DriveConnection (Phase 2); and Clementine Way to Phase 3 Connection (Phase 3). Thisdefinition controls over Recital B and any other conflicting definition of "Storm Drain Improvements" for purposes of this Joint Community Facilities Agreement.
Section 3. Amendment of Exhibit A to the Original JCFA. To reflect the annexation of property to Community Facilities District, as requested by Owner, Exhibit A to theOriginal JCFA is hereby deleted and replaced with Exhibit A to this JCFA Amendment.
Section 4. Amendment of Exhibit B to the Original JCFA. Exhibit B to the Original JCFA is hereby deleted and replaced with Exhibit B-1 and B-2 to this JCFA Amendment.
Section 5. Binding on Successorsl No Third-Party Beneficiaries. This JCFA Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This JCFA Amendment is entered into solely for the benefit of the parties and the successors, transferees and assigns of all parties. Other than City and Community Facilities District, Flood Control District, and Owner, and their successors, transferees and assigns, no third person shall be entitled, directly or indirectly, to base any claim or to have any right arising from, or related to, this JCFA Amendrnent.
Section 6. Interpretation Guides. In interpreting this JCFA Amendment, it shall be deemed that it was prepared by the parties jointly and no ambiguity shall be resolved against any party on the premise that it or its attorneys were responsible for drafting this JCFA Amendment or any provision thereof. Headings used in this JCFA Amendment are for convenience and ease of reference only and are not intended nor may be construed as a guide to interpret any provision ofthis JCFA Amendment.
Section 7. Due Authority of Signatories to Execute Agreement. Each individual signing this JCFA Amendment warrants and represents that he or she'has been authorized byappropriate action of the parry which he or she represents to enter into this JCFA Amendment on behalf of th e party . Section 8. California Law Governs. This JCFA Amendment and all rights and obligations arising out of it shall be construed in accordance with the laws of the State ofCalifornia.
Section 9. Counterparts. This JCFA Amendmentmay be signed and executed in one -3-
JCFA Amendment
CFD No. 20 I 8- I (BedJbrd) of the City of Corona
297 28.000 t 5\4t 5 53 655.4
254936
or more counterparts which, taken together, shall constitute one original document.
Section 10. Original JCFA to Remain in Effect. Save and except as amended and supplemented by this JCFA Amendment, the Original JCFA shall remain in full force and effect.
Al1 of the remaining provisions of the Original JCFA shall apply to this JCFA Amendment and the terms of construction or acquisition of the Acquisition Facilities. (S i gn atur e p ag e fo I I ow s)
JCFA Amendment
CFD No. 2018-1 (Bedford) of the City of Corona
29728.000 r 5\41 553655.4
-4-
254936
IN WITNESS WHEREOF, the parties hereto have caused this JCFA Amendment to be executed as of the day and year first above written.
RECOMMENDED FOR APPROVAL:
RIVBRSIDE COUNTY FLOOD CONTROLAND WATER CONSERVATION DISTRICT By By
E KAREN SPIEGEL, Chair
Riverside County Flood Control and Water
Conseruation District Board of Superuisors
Engineer
APPROVED AS TO FORM ATTESTMINH C. TRAN
County Counsel
KIMBERLY RECTOR
Clerk of the Board
By By
MICHEAL THOMAS
Deputy County Counsel
Deputy
(sEAL)
JCFA Amendruent
CFD No. 2018-l (BedJbrd) oJ'the City oJ Corona
29728.000 l 5\4 I 553 655.4
s-1
254936
CITY OF'CORONA
By:
JACOB ELLIS
City Manager
ATTEST:By:
SYLVIA EDWARDS
City Clerk
JCFA Amendment
CFD No. 2018-l (Bedford) of the City of Corona
297 28.000 | s\4t 553 655.4
s-2
254936
DEVELOPERARANTINE IIILLS HOLDINGS L.P.,
a Delaware limited parfrrershiPBy: PV Development Management LLC, a Delaware limited liability company,
as property managerBy: Pacific Ventures Management LLC, a Delaware limited liability company,
its Manager
By /"--
lasorri pffinntPresidentz
JCFA Anendmant
CFD No. 2018-I (Bedford) of the Ctty of Corana
29728,000r5\4r 553655.4
s-3
EXHIBIT A-1
BOUNDARY MAP
IATTACHED]
254%6
JCFA Amendntent
CFD No. 201 8- I (BedJbrd) oJ the City o/ Corona
297 28.000 I 5\4 t 5 53 655.4
A-1
EXHIBIT A-1
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EXHIBIT B-1
F'ACILITIES
Acquisition F acilities
Storm Drain Improvements
Segment I (Lot A) - Bedford Canyon (Eagle Glen to Basin) (Phase 1) Segment 2 (Lot G) - Bedford Canyon (Basin to Hudson House Drive) (Phase 1)
Segment 3 - Hudson House Drive (Bedford to Olvida Drive) (Phase 1)Segment 4 - Hudson House Drive (Olvida Drive to Clementine Way) (Phase 1)Segment 6 (Lot P) - Clementine Way (Hudson House Drive to Station 15+00) (Phase 1)
Segment 9 - In Tract Backbone (Phase 1)
Bedford Canyon Road to Pomelo Drive Connection (Phase 2) Clementine Way to Phase 3 Connection (Phase 3)
Storm Drain Total
Redford Ch el Facilities
Phase 1 Bedford Channel Facility (Phase 1)Phase IV Bedford Channel Facility (Phase 4 Upper Channel) Flood Control TotalTotal
254%6
Total Cost
$ 280,170.00
99,061.00
357,430.00
481,431.00
784,740.00
160,325.00
250,000.00
110,000.00
$ 1,923,157.00
$1r,759,926.00
7.509,656.00
s19,269,582.00$2 739.00
JCFA Amendment
CFD No. 2018- I (Bedford) o/ the City oJ'Corona
Description of Phase II Bedford Channel
Phase II constitutes the remaining portions of the channel that are required for construction after Phase I functional completion and are not paft of Community Facilities District No. 2018-1(Bedford) of the City of Corona. 297 28.000 | 5\41 5 53 65s.4
B-1
254936
EXHIBIT B-2
Map of Storm Drain Facilities
IArrACH]
JCFA Amendntent
CFD No. 2018-l (BedJbrd) o./ the City oJ'Corona
29728.000 I 5\4 I 553655.4
B-2
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EXHIBIT B-2