JOINT COMMUNITY FACILITIES AGREEMENT
relating to
Community Facilities District No. 2024-1 of the San Jacinto Unified School District by and among
San Jacinto Unified School District, City of San Jacinto, Lennar Homes of California, LLC, and
KL LB BUY 4 LLC
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the “Agreement”) is entered into effective as of the _________, 2025, by and among SAN JACINTO UNIFIED SCHOOL DISTRICT, a California unified school district (“School District”), the CITY OF SAN JACINTO, a California general law city (the “City”), LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (the “Builder’), and KL LB BUY 4 LLC, a Delaware limited liability company (the “Land Bank”). This Agreement relates to the formation by the School District of a community facilities district known as “Community Facilities District No. 2024-1 of the San Jacinto Unified School District” (the “CFD”), for the purpose of financing certain facilities to be constructed, owned, operated, or maintained by the School District, the City, or the Eastern Municipal Water District (“EMWD”) from the proceeds of bonds and the proceeds of special taxes levied by the CFD.
R E C I T A L S:
A. The property is depicted in Exhibit “A” and described in Exhibit “B” hereto (the “Property”), which is located in the City of San Jacinto, County of Riverside, State of California, and constitutes the land within the boundaries of the CFD. The property is within Tract No. 38202.
B. On July 2, 2024, the Builder acquired the Property from JA Bray, LLC, a Florida limited liability company (“JA Bray, LLC”) and JS Bray, LLC, a Florida limited liability company (“JS Bray, LLC,” and collectively, the “Bray Entities”).
C. On August 29, 2024, the Builder sold the Property to the Land Bank, which became the owner of all the Property within the CFD, the Builder retained development rights to the Property and the Project, and the Builder has the option (but not the obligation) to acquire one or more lots of the Property from the Land Bank pursuant to a takedown schedule set forth in an option agreement between the Land Bank and the Builder (the “Land Bank Option Agreement”).
D. The Property is to be included within CFD No. 2024-1 (defined below). The proposed boundaries of CFD No. 2024-1 are depicted in Exhibit “B” and is comprised of the 2004-4 Portion (as defined below) and the Adjacent Portion (as defined below). The Builder intends to develop the Property with approximately 181 single family detached dwelling units within CFD No. 2024-1 (each single family detached home being a dwelling unit (“DU”) and more than one dwelling unit being referred to as (“DUs”)).
Collectively, the 181 DUs are referred to herein as the “Project”. A portion of the Property (the “2004-4 Portion”) is within the boundaries of San Jacinto Unified School District Community Facilities District No. 2004-4 (“CFD No. 2004-4”). The proposed boundaries of CFD No. 2024-1 encompass the 2004-4 2 Portion and a parcel adjacent to CFD No. 2004-4 proposed to be developed as approximately 40 single family detached dwelling units (the “Adjacent Parcel”).
E. The Builder petitioned the School District to form the CFD for the purpose of financing, among other things, the construction of various facilities to be owned and operated by the City as described in Exhibit “C” hereto, which facilities will benefit the Property in whole or in part, including certain facilities to be constructed, owned and operated by the City (the “City Fee Facilities”) in lieu of the payment of City Fees (defined below).
F. The Builder is anticipated to be the party to determine whether to finance any or all of the City Fee Facilities, in lieu of payment of City Fees, with Bond Proceeds (defined below) that are available for such purpose. The Parties (defined below) hereto acknowledge that the purpose of this Agreement is to satisfy the requirements of the Act (defined below).
G. In conjunction with the issuance of building permits for the construction of homes within the Property and/or receipt of final inspections or occupancy, certificates for such homes, the Builder, the Land Bank, or a successor or assign thereof, may elect to advance City Fee Facilities costs in lieu of payment of City Fees (the “Advances”) before Bond Proceeds are available in sufficient amounts to pay for City Fee Facilities. In such case, the party making the Advances (the “Advancing Party”) shall be entitled to (i) reimbursement of such Advances limited to Bond Proceeds available to the City, if any (the Advances being considered an interest free loan by the Advancing Party, with no repayment obligation except to the extent there are Bond Proceeds received by or made available to the City as described herein, all as further described in Section 5(a) below) and (ii) credit for payments made to the City from Bond Proceeds against City Fees which would otherwise be due to the City with respect to the Property for which such transfer was made equal to the amount of Bond Proceeds disbursed to the City or at the direction of the City for City Fee Facilities, all as further described herein.
H. In addition to the City Fee Facilities, certain facilities to be owned and operated by the School District (the “School Facilities”) and certain facilities to be owned and operated by EMWD are also expected to be funded from Bond Proceeds.
I. The School District has sole discretion and responsibility for the formation and administration of the CFD.
J. The School District is authorized by Section 53313.5 of the Act to assist in the financing of the acquisition and/or construction of the City Fee Facilities. This Agreement constitutes a joint community facilities agreement, within the meaning of Section 53316.2 of the Act, by and among the City, the Builder, the Land Bank, and the School District, pursuant to which the CFD, when and if formed, will be authorized to finance the acquisition and/or construction of all or a portion of the City Fee Facilities. As authorized by Section 53316.6 of the Act, responsibility for constructing, providing for, and operating the City Fee Facilities delegated to the City.
K. The Parties hereto acknowledge that the City Fee Facilities will be financed in part by the proceeds of additional bonds in CFD No. 2004-4 (“CFD No. 2004-4 Additional Infrastructure Bonds”).
It is expected that CFD No. 2004-4 and CFD No. 2024-1 will concurrently issue CFD No. 2004-4 Additional Infrastructure Bonds and Bonds (as defined herein), respectively, and sell them to the San Jacinto Unified School District Financing Authority (the “Authority”) which will concurrently sell its special tax revenue bonds (the “Authority Infrastructure Bonds”) pursuant to the Marks-Roos Local Bond Pooling Act of 1985, as amended (Article 4 of Chapter 5 of Division 7 of Title 1 of the Government 3 Code of the State of California, commencing with California Government Code Section 6584 (the “MarksRoos Local Bond Pooling Act”).
L. The Parties hereto find and determine that the residents residing within the boundaries of the City, the School District, and the CFD will be benefited by the construction and/or acquisition of the School Facilities and the City Fee Facilities, and that this Agreement is beneficial to the interests of such residents.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereto agree as follows:
1. Recitals. Each of the above recitals is incorporated herein and is true and correct.
2. Definitions. Unless the context clearly otherwise requires, the terms defined in this Section shall, for all purposes of this Agreement, have the meanings herein specified. (a) “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code.
(b) “Advance” or “Advances” means an amount advanced by the Builder or the Land Bank to the City for City Fee Facilities in lieu of payment of City Fees prior to the availability of sufficient Bond Proceeds. Advances shall be deemed payment of City Fees to the extent sufficient Bond Proceeds are not received by or made available to the City. (c) “Bond Proceeds” or “Proceeds of the Bonds” shall mean those net funds generated by the sale of the Bonds and investment earnings thereon, net of costs of issuance, reserve fund, capitalized interest and administrative expenses and may include net funds generated by the levy of Special Taxes and investment earnings thereon; provided however, that in the event that proceeds of the Authority Infrastructure Bonds are used to directly finance City Facilities, Bond Proceeds shall as the context requires mean such net funds generated by the sale of the Authority Infrastructure Bonds and investment earnings thereon, net of costs of issuance, reserve fund, capitalized interest, and administrative expenses.
(d) “Bond Resolution” means that resolution, resolution supplement, fiscal agent agreement, indenture of trust or other equivalent document(s) providing for the issuance of the Bonds.
(e) “Bonds” “ shall mean bonds issued by the CFD secured by Annual Special Tax A revenues (as defined in the Rate and Method; such Bonds being defined in the Rate and Method as “Tax A Bonds”), as authorized by the qualified electors within the CFD; provided however, that in the event that proceeds of the Authority Infrastructure Bonds are used to directly finance City Facilities, Bonds shall as the context requires mean such Authority Infrastructure Bonds.
(f) “City Fee Facilities” means those City capital improvements eligible to be financed with City Fees.
4 (g) “City Fees” means fees for those capital improvements authorized to be financed with City development impact fees (“DIF”) and all components thereof, imposed by the City as a consequence of development of any portion of the Property to finance City Fee Facilities as further described in Exhibit “C” hereto. For the purposes of this Agreement, DIF is limited to those categories described in Exhibit “C” hereto. City Fee Facilities financed with Bond Proceeds pursuant to this Agreement may include City capital improvements from a single DIF category or multiple DIF categories at the discretion of the City.
(h) “Disbursement Request” means a request for payment relating to City Fee Facilities in the form attached hereto as Exhibit “D.”
(i) “Other Facilities Account of the Improvement Fund” means the fund, account, or sub-account of the CFD (regardless of its designation within the Bond Resolution) into which a portion of the Bond Proceeds may be deposited in accordance with the Bond Resolution to finance City Fee Facilities and which may have subaccounts.
(j) “Party” or “Parties” shall mean any one or all of the parties to this Agreement. (k) “Rate and Method” means the Rate and Method of Apportionment of the Special Tax authorizing the levy and collection of Special Taxes pursuant to proceedings undertaken for the formation of the CFD pursuant to the Act.
(l) “School District Representative” means the Superintendent of the School District, the Assistant Superintendent, Business Services of the School District, or the designee of the Superintendent or Assistant Superintendent, Business Services. (m) “School Facilities” means those public improvements to be owned, operated, or maintained by the School District identified in proceedings to form the CFD that are eligible to be financed with Bond Proceeds.
(n) “Special Taxes” means the Annual Special Tax A (as defined in the 2024-1 Rate and Method). (Special Taxes does not include Annual Special Tax B (as defined in the 2024-1 Rate and Method)).
(o) “State” means the State of California.
3. Formation of the CFD. The School District has undertaken to analyze the appropriateness of forming the CFD to finance the City Fee Facilities. The Bray Entities, the Builder, and the School District have entered into a deposit and reimbursement agreement and the School District has and will retain, at the expense of the Bray Entities and the Builder pursuant to the deposit and reimbursement agreement, the necessary consultants to analyze the formation of the CFD. In the event that the Governing Board of the School District elects to form the CFD, the School District will have complete responsibility to employ and pay all required consultants (at the expense of the Bray Entities and the Builder pursuant to the deposit and reimbursement agreement as provided therein), annually levy the Special Tax, collect and enforce the Special Tax, administer the CFD, issue and pay debt service on the Bonds, and comply with all State and federal requirements pertaining to the proceedings and the Bonds, including the requirements of the United States Internal Revenue Code of 1986 and associated regulations. The City will not participate in or be considered a participant in the formation proceedings for the CFD. The City will not be considered an issuer of the Bonds and the City shall have no obligation or responsibility whatsoever with respect to the issuance and sale of the Bonds, for the payment of principal and interest thereon, or for the levy of the Special Taxes required to provide debt service. The parties do not intend to form a separate joint exercise 5 of powers authority by this Agreement; instead, the parties intend that the City Council act on behalf of the City on all matters for which the City is responsible under this Agreement and the Act, and that the Governing Board of the School District act on behalf of the School District in all matters for which it is responsible under this Agreement and the Act. Whenever approval of an action by the City or School District, as the case may be, is required under this Agreement or the Act, the parties contemplate that such action be submitted to the City Council or the Governing Board of the School District, as applicable, for approval by resolution, or to the officer to whom approval authority has been delegated, prior to such party taking such action.
4. Sale of Bonds and Use of Bond Proceeds. In the event that the CFD is formed and Bonds are issued, the School District and (i) the Builder, if the Builder owns any part of the Property within the CFD at the time Bonds are issued, or (ii) the Land Bank, if the Builder does not own any part of the Property at the time the Bonds are issued, shall determine the amount of Bond Proceeds to be deposited in the Other Facilities Account of the Improvement Fund and each subaccount thereof. The Board of Education of the School District (the “Board”), acting as the legislative body of the CFD, may, in its sole discretion, finance City Fee Facilities by issuing one or more series of Bonds. Prior to the issuance of a series of Bonds that finance City Fee Facilities, the School District shall notify the City of such issuance. If at the time of such notification the City determines that it is unable to comply with tax-exempt requirements for use of the proceeds of the Bonds, the School District shall coordinate with the City as to the portion, if any, of the Bonds to be issued on a taxable basis to finance the City Fee Facilities. To the extent that the CFD and the Builder or the Land Bank, as applicable, pursuant to clause (i) or (ii) above, determine that Bond Proceeds are available to finance City Fee Facilities, the School District shall notify the City of the amount of such Bond Proceeds deposited in the Other Facilities Account of the Improvement Fund that is available to finance City Fee Facilities. There is no assurance that City Fees will not increase in the future and available Bond Proceeds may be less than anticipated such that Bond Proceeds are not sufficient to fund the anticipated amount of City Fee Facilities in an amount equal to the aggregate total of the applicable City Fees. As Bond Proceeds are transferred to the City and reserved to fund City Fee Facilities as described in Section 5 below, the Builder or the Land Bank, as applicable, pursuant to clause (i) or (ii) above, shall receive a credit in the amount transferred against the payment of City Fees with respect to the Property identified by the Builder or the Land Bank, as applicable. Nothing herein shall supersede the obligation of an owner of the Property to make an Advance or otherwise pay City Fees to the City when due. The purpose of this Agreement is to provide a mechanism by which the CFD may issue the Bonds and levy Special Taxes to provide a source of funds to finance all or a portion of the City Fee Facilities in lieu of the payment of all or a portion of the City Fees. In the event that Bond Proceeds, including investment earnings thereon, are not available or sufficient to satisfy the obligation, then the Builder or the Land Bank, as applicable, shall remain obligated to make an Advance for which it will receive no reimbursement (except to the extent Bond Proceeds later become available to the City) or pay City Fees to the City as required by the City in accordance with applicable law.
The Bonds shall be issued only if, in its sole discretion, the Board determines that all requirements of State and federal law and all School District policies have been satisfied or have been waived by the School District. Nothing in this Agreement shall confer upon the City or any owner of the Property, including the Builder or the Land Bank, a right to compel the issuance of the Bonds or the disbursement of Bond Proceeds to fund City Fee Facilities except in accordance with the terms of this Agreement.
5. Disbursements for City Fee Facilities.
(a) Upon the funding of the Other Facilities Account of the Improvement Fund with funds reserved to fund City Fee Facilities, the Builder or the Land Bank, as set forth in section 4(i) or 4(ii) above, shall notify the City of the amount of Bond Proceeds reserved to fund City Fee Facilities and the Builder or the Land Bank, as applicable, and the City may execute and submit a Disbursement Request for payment 6 to the School District or the CFD requesting disbursement of an amount equal to all or a portion of Advances from the Other Facilities Account of the Improvement Fund to the extent that Bond Proceeds are available in the Other Facilities Account of the Improvement Fund for such purpose. Upon the City’s receipt of funds pursuant to such Disbursement Request, the Builder or the Land Bank, as applicable, shall receive reimbursement of the Advances from the City. To facilitate the City’s bookkeeping, the City may direct, in a Disbursement Request, that all or a portion of a payment be made directly to the Builder or the Land Bank as reimbursement for Advances made by the Builder or the Land Bank. In the event of a reimbursement to the Builder or the Land Bank pursuant to the preceding sentence, the City shall account for an equivalent amount of Advances previously received from the Builder or the Land Bank in accordance with Section 5(c) below. Advances shall be reimbursed in full before any prepayment of fees to the City.
The Advances shall be reimbursed in the order in which the Advances were made, beginning with the earliest, and the right to reimbursement hereunder shall vest based on the date and time of the Advances (unless otherwise agreed to in writing by the vested party).
To the extent that the City expends all or a portion of an Advance pending the deposit of Bond Proceeds in the Other Facilities Account of the Improvement Fund, for purposes of Treasury Regulations regarding investment and expenditure of Bond Proceeds and State law provisions regarding financing of public capital facilities, the Advance shall be considered an interest free loan by the Builder or the Land Bank, as applicable, which the City only agrees to repay to the extent of the deposit, if any, of Bond Proceeds in the Other Facilities Account of the Improvement Fund and the City’s written direction as described below to pay all or a portion of such deposit to the Builder or the Land Bank, as applicable, as repayment of an Advance.
(b) From time to time following the funding of the Other Facilities Account of the Improvement Fund, the Builder (i) if the Builder owns any part of the Property within the CFD at the time Bonds are issued, or (ii) the Land Bank, if the Builder does not own any part of the Property at the time the Bonds are issued, and the City may jointly request a disbursement from the Other Facilities Account of the Improvement Fund to fund City Fee Facilities by executing and submitting a Disbursement Request. Upon receipt of such Disbursement Request completed in accordance with the terms of this Agreement, the CFD shall wire transfer or otherwise pay to the City (or upon the City’s written direction pay to the Builder or the Land Bank, as applicable, or a City contractor) such requested funds to the extent that Bond Proceeds are then available, or subsequently become available, in the Other Facilities Account of the Improvement Fund for such purpose. Upon such notice and the City’s receipt of such disbursement (or upon payment to the Builder or the Land Bank, as applicable, or a City contractor in accordance with directions from the City relating to City Fee Facilities), the Builder or the Land Bank, as applicable, shall be deemed to have satisfied the portion of the applicable City Fees with respect to the number of dwelling units or lots for which the City Fees would otherwise have been required in an amount equal to such disbursement.
The City agrees that prior to submitting a Disbursement Request requesting payment from the CFD it shall review and approve all costs included in its request and will have already paid or incurred such costs of City Fee Facilities from its own funds (which may include Advances from the Builder or the Land Bank, as applicable, subsequent to the date of this Agreement, or will disburse such amounts to pay the costs of the City Fee Facilities following receipt of funds from the CFD. If the City’s portion of the Bonds are issued on a tax-exempt basis, in the event that (i) the City does not have costs of the City Fee Facilities it has already paid or incurred which it can allocate such Bond Proceeds to or (ii) within five banking days of receipt, the City does not disburse any Bond Proceeds (or equivalent amount of Advances repaid pursuant to the second to the last sentence of the first paragraph of Section 5(a) above) received by it to third parties, it will trace and report to the CFD all earnings, if any, earned by the City, from the date of receipt of such Bond Proceeds by the City (or the date of disbursement pursuant to the second to the last sentence of the first paragraph of Section 5(a) above) to the date of expenditure by the City for capital costs 7 of the City Fee Facilities. Such report shall be delivered at least semi-annually until all Bond Proceeds are expended by the City. If the City’s portion of the Bonds are issued on a tax-exempt basis, the City agrees that in processing the above disbursements it will comply with all legal requirements for the expenditure of Bond Proceeds under the Internal Revenue Code of 1986 and any amendments thereto. (c) Subject to Section 5(e) below, the City agrees to maintain adequate internal controls over its payment function and to maintain accounting records in accordance with generally accepted accounting procedures. The City will, upon request, provide the School District and the Builder or the Land Bank, as applicable, with access to the City’s records related to the City Fee Facilities and expenditure of Advances and will provide to the School District its annual financial report certified by an independent certified public accountant for purposes of assisting the School District in calculating the arbitrage rebate obligation of the CFD, if any.
(d) At the City’s discretion, the City may elect to satisfy the tracing and accounting of Bond Proceeds requirements set forth in this Section 5 of this Agreement by selecting and depositing unexpended Bond Proceeds with a commercial bank, savings bank, savings and loan association, or other financial institution, which is authorized by law to accept, hold, trace, and account for deposits of money (the “Deposit Institution”). The Builder or the Land Bank, as applicable, shall pay for all costs and expenses associated with such Deposit Institution and shall pay said costs and expenses as provided in the written direction of the City.
(e) The School District and the CFD agree to maintain full and accurate records of all amounts, and investment earnings, if any, expended from the Other Facilities Account of the Improvement Fund and expenditure of Advances. The School District or the CFD will, upon request, provide the City and/or the Builder or the Land Bank, as applicable, with access to the School District’s or the CFD’s records related to the Other Facilities Account of the Improvement Fund. (g) As a condition to receiving Bond Proceeds, the City agrees that it shall provide to the School District a certificate substantially in the form attached hereto as Exhibit “E.”
6. Ownership of City Fee Facilities; Payment of Administrative Fees. The City Fee Facilities, once acquired, shall be and remain the property of the City.
7. Indemnification.
(a) Indemnification by the School District. The School District shall assume the defense of, indemnify and save harmless, the City and its 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 School District with respect to this Agreement and the issuance of the Bonds; provided, however, that the School District shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents, or employees. (b) Indemnification by the Builder. The Builder shall assume the defense of, indemnify and save harmless, the School District, the CFD, and the City, 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 Builder, with respect to this Agreement; including any actions, damages, claims, losses, or expenses relating to compliance with the Improvement and Credit Agreement and the Transportation Uniform Mitigation Fee (“TUMF”) 8 Program Administrative Plan adopted by Western Riverside Council of Governments; provided, however, that the Builder 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 their officers, agents, or employees. Under no circumstances shall the Builder’s and Land Bank’s obligation hereunder be considered joint and several, and under no circumstances shall the Builder be responsible to indemnify any party for the actions or inactions of the Land Bank. (c) Indemnification by the Land Bank. The Land Bank shall assume the defense of, indemnify and save harmless, the School District, the CFD, and the City, 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 Land Bank, with respect to this Agreement; including any actions, damages, claims, losses, or expenses relating to compliance with the Improvement and Credit Agreement and the TUMF Program Administrative Plan adopted by Western Riverside Council of Governments; provided, however, that the Land Bank 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 their officers, agents, or employees. Under no circumstances shall the Land Bank's and the Builder's obligation hereunder be considered joint and several, and under no circumstances shall the Land Bank be responsible to indemnify any party for the actions or inactions of the Builder.
(d) Indemnification by the City. The City shall assume the defense of, indemnify and save harmless, the School District, the CFD and 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 City with respect to this Agreement, and the design, engineering, and construction of the City Fee Facilities constructed by the City; provided, however, that the City shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents, or employees.
8. Allocation of Special Taxes The entire amount of any Special Taxes levied by the CFD to repay Bonds, or to fund other obligations, shall be allocated to the CFD.
9. Amendment and Assignment. This Agreement may be amended at any time but only in writing signed by each Party hereto. This Agreement may be assigned, in whole or in part, by the Builder or the Land Bank, as applicable, to the purchaser of any parcel of land within the Property, provided, however, such assignment shall not be effective unless and until the City and the School District have been notified, in writing, of such assignment and the assignment specifies whether the Builder or the Land Bank, as applicable, or such assignee is authorized to execute disbursement requests and whether the Builder or the Land Bank, as applicable, or such assignee is to be reimbursed for Advances which have not been reimbursed at the time of such notice. Notwithstanding anything in this Section 9 to the contrary, the acquisition by Builder of property pursuant to the Land Bank Option Agreement with Owner shall not require an assignment of this Agreement. Property acquired by Builder pursuant to the Land Bank Option Agreement shall automatically be subject to this Agreement without any assignment or assumption by Builder or Owner.
10. Entire Agreement. This Agreement contains the entire 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. 9 11. Notices. Any notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication required or permitted by this Agreement to be given or delivered hereunder to any other Party shall be in writing and deemed to have been received (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram, telecopier, or email upon the sender’s receipt of an appropriate answer back or other written acknowledgement from the addressee of successful transmission, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by Federal Express or other overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon the sender’s receipt of written acknowledgement from the addressee, addressed as follows:
School District: San Jacinto Unified School District
2045 S. San Jacinto Ave.
San Jacinto, CA 92583
Attn: Assistant Superintendent,
Business Services
Email: [email protected]
With a copy to: James F. Anderson Law Firm,
A Professional Corporation
Attn: James F. Anderson, Bond Counsel
24001 Calle Magdalena, #3348
Laguna Hills, CA 92654
Email: [email protected]
City: City of San Jacinto
595 S. San Jacinto Avenue
San Jacinto, CA 92583
Attn: City Manager
Email: [email protected]
With a copy to: [Confirm/update: Best Best & Krieger LLP 300 S. Grand Ave.
Los Angeles, CA 90071
Attn: Michael Maurer
Builder: Lennar Homes of California, LLC
4140 Temescal Canyon Road, Ste. 410
Corona, CA 92883
Attention: Jennifer Riano
With a copy to: Holland & Knight LLP
1901 Avenue of the Stars, Suite 1200
Los Angeles, CA 90067
Attention: Robert M. Haight, Jr., Esq.
Email: [email protected]
10 Land Bank: KL LB BUY 4 LLC
6900 E. Camelback Road, Suite 800
Scottsdale, AZ 85251
Attention: Cynthia Aguirre
Email: [email protected]
Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Parties hereto.
12. Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.
13. Attorneys’ Fees. In the event of the bringing of any action or suit by any Party against any other Party arising out of this Agreement, the Party in whose favor final judgment shall be entered shall be entitled to recover from the losing Party all costs and expenses of suit, including reasonable attorneys’ fees.
14. Interpretation in the Event of Ambiguities or Disputes. The Parties acknowledge and agree that each has been given the opportunity to review this Agreement with legal counsel independently, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the Party who causes the uncertainty to exist or against the drafter.
15. 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.
16. Governing Law; Venue. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State. Venue of any action brought hereunder will be in the Superior Court of the State within Riverside County, California, and the Parties consent to the exercise of personal jurisdiction over them by any such courts for purposes of any such action or proceeding. The Parties expressly waive any right to transfer venue, including, but not limited to, any right to transfer venue pursuant to California Civil Code Section 394.
17. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party hereto, or the failure by a Party to exercise its rights upon the default of any other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the terms of this Agreement thereafter.
18. No Third Party Beneficiaries. No person or entity other than the CFD, when and if formed, 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 School District, the CFD, the Builder, and the Land Bank (and its respective successors and assigns, exclusive of individual homebuyers), any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
19. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.
20. 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. 11 21. Termination. This Agreement shall terminate upon the earliest occurrence of the following events: (a) the dissolution pursuant to Section 53338.5 of the Act of the CFD; or (b) the written agreement of the City, the School District, the Builder, and the Land Bank to terminate this Agreement.
Notwithstanding the foregoing, this Agreement shall remain in full force and effect for as long as any Bonds are outstanding.
22. Captions. Captions to sections of this Agreement are for convenience purposes only and are not part of this Agreement.
[Signature page follows; Remainder of page intentionally left blank] A-1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.
SAN JACINTO UNIFIED SCHOOL DISTRICT
_____________________________________________
Assistant Superintendent, Business Services
CITY OF SAN JACINTO
By:
Mayor
ATTEST:
By: ____________________________
City Clerk
APPROVED AS TO FORM:
By: ____________________________
City Attorney
LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By: ___________________________
Name:
Title:
KL LB BUY 4 LLC,
a Delaware limited liability company
By: _______________________
Name: Nathan Holt
Title: Authorized Signatory
[Signature page to Joint Community Facilities Agreement relating to Community Facilities District No. 2024-1 of the San Jacinto Unified School District by and among San Jacinto Unified School District, the City of San Jacinto, Lennar Homes of California, LLC, a California limited liability company, and KL LB BUY 4 LLC, a Delaware limited liability company.
A-1
EXHIBIT “A”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 OF THE
SAN JACINTO UNIFIED SCHOOL DISTRICT
BOUNDARY MAP; DEPICTION OF PROPERTY
B-1
EXHIBIT “B”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 OF THE
SAN JACINTO UNIFIED SCHOOL DISTRICT
DESCRIPTION OF PROPERTY
Real property in the City of San Jacinto, County of Riverside, State of California, described as follows:
Riverside County
Assessor’s Parcel No.:
436-280-011
436-280-012
436-280-013
436-280-014
436-280-025
C-1
EXHIBIT “C”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 OF THE
SAN JACINTO UNIFIED SCHOOL DISTRICT
CITY FEE FACILITIES
1. City Fee Facilities. The type of City Fee Facilities eligible to be financed by the CFD under the Act consist of the construction, acquisition, modification, expansion, maintenance and/or rehabilitation of capital improvements authorized to be financed with City of San Jacinto (the “City”) development impact fees (“DIF”) (which does not include any impact fees passed through to a Riverside County agency (e.g., Western Riverside Council of Governments Transportation Uniform Mitigation Fee)), including, but not limited to, interchange improvements, streets and street improvements, traffic signalizations, storm drains, flood control, sewer, water capital improvements, trails, fire facilities, police facilities, public safety, parkland facilities, park facilities, recreation center facilities, open space facilities, library facilities, City Hall facilities, corporate yard facilities, maintenance facilities, animal shelter facilities, government services, community amenities, and all appurtenances and appurtenant work in connection with the foregoing, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such City Fee Facilities, and any other expense incidental to the construction, acquisition, modification, expansion or rehabilitation of such City Fee Facilities, all as permitted under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended. The amount of the City Fee Facilities will be based on the applicable fee schedule, which is subject to change.
D-1
Sequence No. _____
City SA# _____
EXHIBIT “D”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 OF THE
SAN JACINTO UNIFIED SCHOOL DISTRICT
DISBURSEMENT REQUEST FORM
1. Community Facilities District No. 2024-1 of the San Jacinto Unified School District (the “CFD”) is hereby requested to pay from Bond Proceeds relating to the City of San Jacinto (the “City”), as Payee, or to the City’s designee, the sum set forth in 3 below.
2. The undersigned certifies that the amount requested for City Fee Facilities is due and payable, has not formed the basis of prior request or payment, and is being made with respect to the Joint Community Facilities Agreement by and among San Jacinto Unified School District, City of San Jacinto, Lennar Homes of California, LLC, a California limited liability company, KL LB BUY 4 LLC, a Delaware limited liability company, dated [________ __, 2024 (the “JCFA”).
3. Amount requested: $________________
For Tract / Lot Nos: ______________ within the CFD
4. The amount set forth in 3 above is authorized and payable pursuant to the terms of the JCFA. Capitalized terms not defined herein shall have the meaning set forth in the JCFA. The City shall spend the Bond Proceeds allocated hereby in accordance with the requirements set forth in Section 5 of the JCFA.
By entering into the JCFA and requisitioning Bond Proceeds as described herein, the City is not passing upon, determining or assuming the tax-exempt status of the Bonds for federal or California state income tax purposes.
[Assumed to be Lennar Homes of California, LLCs
applicable]
a [____________________
By: ____[Form; do not sign]____________
Name:
Title:
D-2
CITY OF SAN JACINTO
By: [Form, do not sign]
Name:
Title:
ATTEST:
By: [Form, do not sign]
Clerk of the City
cc: City Finance Dept.
D-1
EXHIBIT “E”
FORM OF CITY CERTIFICATION
COMMUNITY FACILITIES DISTRICT NO. 2024-1 OF THE
SAN JACINTO UNIFIED SCHOOL DISTRICT
20__ SPECIAL TAX BONDS
CERTIFICATE OF THE CITY OF SAN JACINTO
WHEREAS, Community Facilities District No. 2024-1 of the San Jacinto Unified School District (the “CFD”) is issuing the above-captioned bonds (the “Bonds”) for the purpose of financing certain infrastructure capital improvements, including the capital expenditures of facilities owned by the City of San Jacinto (the “City”);
WHEREAS, the CFD will make available to the City $__________ of Bond proceeds (the “Proceeds”); WHEREAS, the City has read and understands the restrictions of the Tax Certificate (the “Tax Certificate”) of the CFD, dated __________, 20__, with respect to the Bonds; NOW, THEREFORE, the City covenants the following:
1. The City will expend the Proceeds on capital costs (the “Costs”) paid to third parties for City improvements or equipment (the “City Project”).
2. The City will maintain records regarding the investment and expenditure of the Proceeds and the usage of the City Project.
3. The City will cooperate with the CFD regarding compliance with the terms of the Tax Certificate, including remitting any rebatable arbitrage on the Proceeds, if any, to the CFD to comply with the restrictions of Section 148(f) of the Code.
4. None of the City Project will be subject to Private Use (as defined in the Tax Certificate) absent consent of the CFD.
All terms not defined herein have the meaning ascribed in the attached Tax Certificate.
Dated: _________, 20__ CITY OF SAN JACINTO
By: [Form, do not sign]
[Name]
[Title]