DEPOSIT, REIMBURSEMENT AND CONTRIBUTION AGREEMENT
(Services Only)
COMMUNITY FACILITY DISTRICT 2003-2 (SERVICES)
OF THE CITY OF MERCED
ANNEXATION NO. 27
(Improvement Area No. 44)
(Landscaping & Other Improvements Acceptance Upon Collection of Sufficient Special Taxes to Support Maintenance)
by and between
CITY OF MERCED
and
Stonefield Home, Inc.,
as Developers
Dated as of _ 2024
45339093.2
X: \Agreements\Planning|2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx
DEPOSIT, REIMBURSEMENT AND CONTRIBUTION AGREEMENT
(Services Only)
THIS DEPOSIT, REIMBURSEMENT AND CONTRIBUTION AGR24_ _ by and between the CITY OF MERCED, a California Charter Law Municipal Corporation, acting on its behalf and as the legislative body of the hereinafter defined District (hereinafter referred to as "City,") and Stonefield Home, Inc. (hereinafter referred to as "Developer.")
RECITALS
WHEREAS, The City Council of the City of Merced (hereinafter the "Council") has established the Community Facilities District No. 2003-2 of the City of Merced (the "District"') pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code of the State of California (hereinafter referred to as the "Act"), the boundaries of which are depicted on the map attached hereto and incorporated herein as Exhibit "A"; and,
WHEREAS, Developer owns one parcel of approximately 10 acres (the "Property"), as described in Exhibit "B" and as shown on the map at Exhibit "C", both are attached hereto and incorporated herein by this reference, including any future annexation area, if applicable; and,
X: \Agreements\Planning|2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 1 WHEREAS, Developer has an approved Vesting Tentative Subdivision Map (VTSM #1319) for the Property as shown on the Vesting Tentative Subdivision Map at Exhibit "D", attached hereto and incorporated herein by this reference; and, WHEREAS, Developer's Property is proposed to be developed as 108 single- family lots ("Project"); and
WHEREAS, A condition of approval of Developer's map requires Developer's Property to annex to the District or provide other acceptable security to finance certain services provided by the City; and,
WHEREAS, In accordance with the City's policy regarding use of the Act, the Developer is required to compensate the City for all costs incurred in connection with the annexation to the District, including the amendment of the rate and method of apportionment to establish the special tax for the Property (the "RMA"); and,
WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in the formation of or annexation to a community facilities district; and,
X: Agreements|Planning|2024 \Deposit and Reimbursement Agreement_Stone Ridge West.docx 2 WHEREAS, The District was formed for the purpose of funding services such as police, fire, and paramedic services in addition to parkway maintenance, landscaping, storm drainage, and other ongoing services attendant to the Project (the "Services"); and,
WHEREAS, The intent of utilizing the District for the Services is to replace traditional maintenance districts such as landscaping and lighting and other maintenance districts which the City would otherwise have required of Developer; and,
WHEREAS, Developer and City desire to enter into this Agreement in accordance with Section 53314.9 and Section 53332(b) of the Act in order to provide for the advancement of funds by the Developer to be used to pay costs incurred in connection with the annexation to the District; and, WHEREAS, Developer and City wish to provide for the payment of expenses in connection with the annexation to the District; and
WHEREAS, There is a substantial lag time between the annexation to the District and the collection of sufficient special tax revenue to off-set the costs of providing certain maintenance activities associated with landscape and storm drain facilities installed by Developer to be dedicated to the City; and, WHEREAS, City and Developer wish to provide for the payment covering a shortfall of collection of sufficient special tax revenues to offset the costs of X: \Agreements\Planning|2024\Deposit and Reimbursement Agreement Stone Ridge West.docx 3 maintenance due to (i) the lag time between annexation and development, and (ii) a reduced number in the actual units or square footage constructed.
NOW THEREFORE, for and in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and agreed, the parties hereto agree as follows:
SECTION 1. INITIAL DEPOSIT.
(a) Prior to the commencement of any legal proceeding to annex to the District, the Developer shall deposit with the City for the benefit of the District the amount of Twenty Thousand Dollars ($20,000) (the "Initial Deposit"). The deposit shall be made by check and mailed to the City of Merced Planning Department, 678 W. 18th St., Merced, CA 95340. The City, by its execution hereof, acknowledges receipt of and accepts the Initial Deposit. (b) The Initial Deposit, together with any subsequent deposit required to be made by the Developer pursuant to the terms hereof (collectively, the "Deposits"), are to be used to pay for any costs incurred for any authorized purpose in connection with the annexation to the District, including, without limitation, the following:
The reasonable fees and expenses of any consultants to the City employed in connection with the annexation to the District, X: \AgreementslPlanning|2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 4 including an engineer, special tax consultant, financial advisor, special counsel, and any other consultant deemed necessary or advisable by the City; and,
(ii) The reasonable costs of rate and method analysis, and feasibility studies and other reports deemed necessary or advisable by the City in connection with the annexation to the District; and,
(ili) The reasonable costs of publication of notices, preparation and mailing of ballots and other costs related to any hearing, election or other actions or proceedings undertaken in
connection with the annexation to the District; and,
(iv) Reasonable charges for City staff time incurred in connection with the annexation to the District, including a reasonable allocation of City overhead expense related thereto; and, (V) Any and all other actual costs and expenses incurred by the City in connection with the annexation to the District, including amendment of the RMA, (collectively, the "Initial Costs"). The City may draw upon the Deposits from time to time to pay the Initial Costs.
X: \Agreements\Planning\2024\Deposit and Reimbursement Agreement_ Stone Ridge West.docx 5 (c) It, at any time, the unexpended and unencumbered balance of the Deposits is less than Five Thousand Dollars ($5,000), the City may request, in writing, that the Developer make an additional deposit in an amount estimated to be sufficient, together with any such unexpended and unencumbered balance, to pay for all Initial Costs. The Developer shall make such additional deposit with the City within two weeks of the receipt by the Developer of the City's written request therefor. If the Developer fails to make any such additional deposit within such two-week period, the City may cease all work related to the annexation to the District and withhold further permits or approvals for the Project. (d) The Deposits may be commingled with other funds of the City for purposes of investment and safekeeping, but the City shall at all times maintain records as to the expenditure of the Deposits.
(e) The City shall provide the Developer with a written monthly summary of expenditures made from the Deposits, and the unexpended balance thereof, within ten (10) business days of receipt by the City of a written request therefor submitted by the Developer, provided that the City shall not be required to provide a summary of expenditures more frequently than one time during each calendar month. The cost of providing any such summary shall be charged to the Deposits.
SECTION 2. REIMBURSEMENT. The City shall return without interest to the Developer any portion of the Deposits which have not been X: AgreementslPlanning|2024\Deposit and Reimbursement Agreement Stone Ridge West. docx expended or encumbered to pay Initial Costs by the time of the election on said proposed levy of special tax. If the qualified electors of the District do not approve the proposed levy of special tax, Developer shall not be entitled to the return of the unexpended deposit nor shall the Developer by entitled to develop or proceed with the Project until such time as the Property is included within the District and a special tax levied, or other financing mechanism acceptable to the City is secured for the financing of the Services.
SECTION 3. DEVELOPER CONTRIBUTIONS.
(a) Shortfall of Units. If Developer does not construct the anticipated number of units and/or square footage as shown on Exhibit "D", the Developer agrees that Special Tax for the Property specified in the RMA would be recalculated at the Developer's expense to more accurately reflect the number of units or square footage actually constructed. If such recalculation is subsequent to the annexation to the District, the Developer agrees to make a contribution to the District in an amount acceptable to the City to cover such shortfall within 10 days following the amendment of any map or condition, or the issuance of the final building permit, for the Project, which lowers such units or square footage. (b) Delayed Acceptance and Maintenance of Landscaped Areas and Storm Drain Facilities. City and Developer agree that it is in the best interests of the parties hereto that the landscaped areas and storm drain facilities installed by X: Agreements\Planning|2024 Deposit and Reimbursement Agreement_Stone Ridge West.docx 7 Developer to be dedicated to the City shall be maintained by Developer until such time as sufficient special tax revenue is collected by the County Tax Collector and distributed to the District to allow the City to provide for the proper maintenance and care thereof. A notice of completion does not relive the Developer of its duty to maintain landscaped areas and storm drain facilities.
Developer shall provide to City at the time that Developer believes the landscape area and storm drain facilities meet City standards for acceptance an estimate of the cost of on-going maintenance and care. Developer shall provide City with number of building permits pulled and those estimated for the next six months.
Based on the information provided by the Developer, City shall estimate when sufficient special tax revenues (less amounts for other services) will be available to the District to support on-going maintenance of the landscaped areas and the storm drain facilities and to support acceptance of the landscaped area and the storm drain facilities. When City has determined the date it should accept the landscaped areas and the storm drain facilities, City shall notify Developer of such date.
Notwithstanding the above, if a 50% threshold has been achieved in the issuance of number of occupancy permits for all residential units, and/or if occupancy permits have been issued for 50% or more of the total square footage of X: \Agreements\Planning|2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 8 all other property, and the City has determined sufficient special tax revenues to support acceptance of the landscaped area and the storm drain facilities, the City shall notice Developer of the date that the City shall accept the landscaped areas and storm drain facilities.
On and after the date that the City actually accepts such landscaped areas and storm drain facilities, the District shall be responsible for the maintenance thereafter, except for any remaining warranty or maintenance work to be performed by the Developer, the Developer's surety or their respective agents.
SECTION 4. AGREEMENT NOT DEBT OR LIABILITY OF CITY.
As provided in Section 53314.9(b) of the Act, this Agreement does not constitute a debt or liability of the City. The City shall not be obligated to advance any of its own funds to pay Initial Costs or any other costs incurred in connection with the annexation to the District, including the amendment of the RMA. No Member of the City Council of the City and no officer, employee, or agent of the City shall to any extent be personally liable hereunder.
SECTION 5. ASSIGNMENT. This Agreement or any right or duty hereunder may not be assigned by either the City or the Developer; provided, however, that Developer shall be entitled to assign its rights, duties, and obligations under this Agreement in connection with any sale, conveyance or transfer of its interest in the Project.
X: \Agreements\Planning|2024\Deposit and Reimbursement Agreement Stone Ridge West.docx 9 SECTION 6. DISCLOSURE. Developer covenants to the City that Developer shall provide, and shall by contract require developers or merchant builders who purchase all or portions of the Property from Developer to provide, (a) the "Notice of Special Tax" as required by Section 53341.5 of the Act or any similar successor statute and (b) a notice approved by the City to be distributed and signed by prospective purchasers in a form similar to the Notice of Special Tax (the "Information Notice"). Developer agrees to include a statement in the Notice of Special Tax and/or the Information Notice that prospective purchasers acknowledge that due to the RMA and timing of the close of escrow, the special tax levy may not be levied in time to appear on the initial property tax bill for such purchaser.
Developer further covenants to send copies to the City of such executed Notices within thirty (30) days after execution by a prospective purchaser. Developer expressly acknowledges that City and the District shall have no duty or obligation and shall incur no liability, jointly or severally, with respect to the foregoing covenant of Developer.
SECTION 7. MUTUAL ASSISTANCE AND COOPERATION. The
City and Developer will assist one another mutually in the annexation to the District, the formulation of special taxes to be levied on the Property, and both parties will mutually assist one another in otherwise undertaking and furthering the goals and objectives set forth in this Agreement.
X: Agreements Planning 2024 Deposit and Reimbursement Agreement. Stone Ridge West dox 10 SECTION 8. NOTICES. All written notices to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other addresses as such party may provide to the other parties in writing from time to time, namely:
Developer: Stonefield Home, Inc. Inc.,
923 E. Pacheco Blvd., Suite C
Los Banos, CA 93665
City: City of Merced
678 West 18th Street
Merced, CA 95340
Attention: City Attorney
City of Merced
678 West 18th Street
Merced, CA 95340
Attention: Planning Department
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request, or other communication hereunder shall be deemed delivered to the party to whom it is addressed:
(a) If personally served or delivered, upon delivery,
b) If given by electronic communication, whether by telex, telegram or telecopier upon the sender's receipt of an appropriate answerback or other written acknowledgement,
(0) If given by registered or certified mail, return receipt requested, deposited
X: \Agreements\Planning\2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 11 with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail,
d)/ If given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or
If given by any other means, upon delivery at the address specified in this Section.
SECTION 9. ATTORNEYS' FEES. In the event of the bringing of any action or suit by either party against the other arising out of this Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees.
SECTION 10. 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.
SECTION 11. BINDING ON SUCCESSORS AND ASSIGNS. This
Agreement shall be binding upon and inure to the benefit of the heirs, successors- in-interest and assigns of the parties hereto.
X: \Agreements\Planning\2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 12 SECTION 12. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein. There are no oral or written representations, understandings, undertakings or agreements which are not expressly referred to or contained herein, and any such representations, understandings, undertakings or agreements are superseded by this Agreement.
SECTION 13. AMENDMENTS. This Agreement may be amended or modified only in writing signed by both parties.
SECTION 14. 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.
SECTION 15. USAGE OF WORDS. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.
SECTION 16. NO THIRD PARTY BENEFICIARIES. Except as may be specifically provided herein to the contrary, no third party shall be the express or implied beneficiary of this Agreement or any of its provisions, no such third party may bring action at law or in equity with respect thereto.
SECTION 17. VENUE. Any action at law or in equity arising under this Agreement brought by any party hereto for the purpose of enforcing, construing or X: \Agreements\Planning 2024\Deposit and Reimbursement Agreement Stone Ridge West.docx 13 determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Merced, State of California, and the parties waive all provisions of law providing for the filing, removal or change of venue to any other Court.
SECTION 18. APPROVAL OF AGREEMENT BY RESOLUTION.
This Agreement, pursuant to Section 53314.9 of the Act, shall only be effective if approved by City's City Council by Resolution thereof.
SECTION 19. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the parties seeking enforcement thereof.
IN WITNESS WHEREOF, the parties have executed this Deposit and Reimbursement Agreement as of the day and year written below.
CITY OF MERCED
A California Charter Municipal
Corporation
BY:
D. Scott McBride
City Manager
X: \Agreements\Planning|2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 14 ATTEST:
D. SCOTT MCBRIDE, CITY CLERK
BY:_
Assistant/Deputy City Clerk
APPROVED AS TO FORM:
CRAIG J. CORNWELL, CITY ATTORNEY
Comell 2/1/24
Date
ACCOUNT DATA:
M. VENUS RODRIGUEZ, FINANCE OFFICER
BY:
Verified by Finance Officer
DEVELOPER:
STONEFIELD HOME, INC.,
A California Corporation
By:
Greg Hostetler, President
TAX PAYER ID:
ADDRESS: 923 E. Pacheco Blvd.,
Suite C
Los Banos, CA 93665
TELEPHONE: (209) 826-6200
EMAIL: N/A
X: \Agreements\Planning\2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 15 EXHIBIT A
DISTRICT MAP
X: Agreements|Planning|2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 16 COMMUNITY FACILITIES DISTRICT 2003-2 (SERVICES)
ANNEXATION #27
IMPROVEMENT AREA #44 - STONE RIDGE WEST 108
- BELLEVUE-
-50г
48 21 33 4
45 YOSEMITE
HWY.59 TIES
OLIVERS G ISE rePARSONS
NORTH BEAR CREEK
99 WES*
138
CHILDS * PARSONS CHILDS ..
18 GERARD-.
E:
& COFFEE
Improvement Area #44
Stone Ridge West 108
EXHIBIT A
EXHIBIT B
LEGAL DESCRIPTION OF PROPERTY
X: \Agreements\Planning|2024\Deposit and Reimbursement Agreement Stone Ridge West.docx 17 All that portion of land delineated as (IMPROVEMENT AREA #44) on that certain map entitled "BOUNDARY MAP AND IMPROVEMENT AREAS OF THE CITY OF MERCED COMMUNITY FACILITIES DISTRCIT NO. 2003-2 (SERVICES), ANNEXATION NO. 14" recorded in Book 15 of Maps of Assessment and Community Facilities District at Pages 4-5, Merced County Records, said land also being a portion of Lot 205, as said Lot 205 is delineated on that certain map entitled "Map of Merced Colony", filed for record on February 3, 1910, in Volume 4, Official Plats, Page 24, in the Office of the County Recorder of Merced County, said Lot 205 is also situated Section 31, Township 7 South, Range 14 East, M.D.B.&M., City of Merced, County of Merced, State of California, being more particularly described as follows:
BEGINNING at the northwest corner of said Lot 205; thence N88°19'34"W, along the north line of said Lot 205, a distance of 395.18 feet to the prolongation of the west line of Lot 1, as said Lot 1 is delineated on the certain map entitles "Major Subdivision No. 5369, STONE RIDGE SOUTH, filed for record on April 24, 2020 in Volume 82, Official Records, Pages 47-50, Merced County Records; thence S00°03'32"E, along the west line of said Lot 1, a distance of 1025.45 feet to a point on the north line of Lot 132, as said Lot 132 is delineated on the certain map entitled, "Major Subdivision No. 5386, STONE RIDGE SOUTH PHASE 5, filed for record on May 19, 2021 in Volume 84, Official Records, Pages 22-26, Merced County Records; thence along the north line of said Lot 132, a distance of 230.13 feet to the northwest corner of Lot 129, as said Lot 129 is delineated on said map entitled "Stone Ridge South Phase 5"; thence S00°03'32"E, along the west line of said Lot 129, a distance of 303.17 feet to the south line of said Lot 205; thence N88º10'00"E, along said south line of Lot 205, a distance of 164.90 feet to the southwest corner of said Lot 205; thence N00°04'01"W, a distance of 1327.53 feet to the POINT OF BEGINNING.
The above-described contains 10.44 Acres, more or less, is subject to any liens, encumbrances, covenants, restriction, and rights-of-way or easements of record or legally acquired.
OF 24z024≤
EXHIBIT B
EXHIBIT C
BOUNDARY MAP OF PROPERTY
X: Agreements\Planning|2024\Deposit and Reimbursement Agreement_Stone Ridge West.docx 18 LUCAS CT CONNIE CT SERANO CT LA MESA ST LAS BRISAS CT AMY ST
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EXHIBIT C
EXHIBIT D
SUBDIVISION MAP OF PROPERTY
X: Agreements\Planning|2024\Deposit and Reimbursement Agreement Stone Ridge West.docx 19 SITE PLAN FOR:
MISSION 108
MERCED, CALIFORNIA
SOUTH PHASE 5, FILED FOR RECORD IN VOLUME 84 OF OFFICIAL PLATS, AT PAGES 22 TO 26, MERCED COUNTY BEING A SUBMISION OF THE REMAINDER OF LOT 205 AS SHOWN ON SUBDIVISION MAP NO. 5386, STONE RIDGE RECORDS, LYING IN A POSION OF SECTION 31, TOWNSHIP 7 SOUTH, RANGE 14 EAST, MOUNT DUBLO MERIDIAN
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BENCHMARK ENGINEERING, INC. 00 MO 205257
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