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JOINT COMMUNITY FACILITIES AGREEMENT
by and among
EASTERN MUNICIPAL WATER DISTRICT,
CITY OF SAN JACINTO
and
SanJac 55, LLC
relating to
COMMUNITY FACILITIES DISTRICT NO. 2022-94 (MARAVILLA
ESTATES) OF EASTERN MUNICIPAL WATER DISTRICT
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JOINT COMMUNITY FACILITIES AGREEMENT
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the “Agreement”) is entered into effective as of the day of , 2025, by and among EASTERN MUNICIPAL WATER DISTRICT, County of Riverside, State of California, a municipal water district organized and operating pursuant to the Municipal Water District Law of 1911 as set forth in the California Water Code (“EMWD”), the CITY OF SAN JACINTO, a California general law city (“City”) and SanJac 55, LLC, a California limited liability company (“Property Owner”). This Agreement relates to the proposed formation by EMWD of a community facilities district to be known as “Community Facilities District No. 2022-94 (Maravilla Estates) of Eastern Municipal Water District” (the “CFD”), for the purpose of financing certain fees incurred as a consequence of the development within the CFD to be used by City to construct facilities to be owned and operated by City from the proceeds of special taxes of, and bonds issued by, the proposed CFD.
RECITALS
A. The property (“Property”) described in Exhibit A hereto, which is located in the City, County of Riverside, State of California, constitutes the land within the boundaries of the CFD.
B. Property Owner owns the Property and intends to develop the Property for residential purposes.
C. Property Owner petitioned EMWD to form the CFD for the purpose of financing, among other things, certain fees incurred as a consequence of development within the CFD to be used by City for the construction of various public facilities to be owned and operated by City as described in Exhibit B hereto, which facilities will benefit the Property in whole or in part, including certain public facilities to be constructed, owned and operated by City (the “City Fee Facilities”) in lieu of the payment of City Fees (defined below).
D. Property Owner has yet to determine whether it will 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).
E. 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, Property Owner, or its successors or assigns, may elect to advance City Fee Facilities costs in lieu of payment of City Fees (the “Advances”) at such times as Bond Proceeds are not available in a sufficient amount to pay for City Fee Facilities. In such case, Property Owner shall be entitled to (i) reimbursement of such Advances and (ii) credit for payments made to City from Bond Proceeds against City Fees which would otherwise be due to City in conjunction with the development of the Property, all as further described herein.
F. In addition to the City Fee Facilities, certain facilities to be owned and operated by EMWD (the “EMWD Facilities”) are also expected to be funded from Bond Proceeds.
G. EMWD will have sole discretion and responsibility for the formation and administration of the CFD.
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H. EMWD 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 City, Property Owner, and EMWD, 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 is delegated to City.
I. The Parties hereto find and determine that the residents residing within the boundaries of City, EMWD, and the CFD will be benefited by the construction and/or acquisition of the EMWD Facilities and 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, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code.
(b) “Advance” means an amount advanced by Property Owner to City for City Fee Facilities in lieu of payment of City Fees prior to the availability of sufficient Bond Proceeds. (c) “Bonds” shall mean those bonds, or other securities, issued by, or on behalf of, the CFD in one or more series, as authorized by the qualified electors within the CFD. (d) “Bond Proceeds” shall mean those funds generated by the sale of Bonds secured by the Special Taxes, net of costs of issuance, reserve fund, capitalized interest and administrative expenses.
(e) “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. (f) “City Fees” means fees for those capital improvements authorized to be financed with City development impact fees (“DIF”), and all components thereof, imposed by City as a consequence of development of any portion of the Property to finance City Fee Facilities; as further described in Exhibit B hereto.
(g) “City Fee Facilities” means those City capital improvements eligible to be financed with City Fees.
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(h) “EMWD Facilities” means those public improvements to be owned, operated, or maintained by EMWD identified in proceedings to form the CFD that are eligible to be financed with Bond Proceeds.
(i) “Other Facilities Account of the Improvement Fund” means the fund, account or sub-account of the CFD (regardless of its actual 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 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) “Special Taxes” means the special taxes authorized to be levied and collected within the CFD pursuant to the Rate and Method.
(m) “State” means the State of California.
3. Proposed Formation of the CFD. EMWD will undertake to analyze the appropriateness of forming the CFD to finance the City Fee Facilities and other facilities. EMWD will retain, at the expense of Property Owner, the necessary consultants to analyze the proposed formation of the CFD.
4. Sale of Bonds and Use of Bond Proceeds. In the event that the CFD is formed, the Board of Directors of EMWD 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. To the extent that the CFD and Property Owner determine that Bond Proceeds are available to finance City Fee Facilities, EMWD shall notify City of the amount of such Bond Proceeds deposited in the Other Facilities Account of the Improvement Fund that is available for such purpose. It is currently anticipated that sufficient Bond Proceeds will be available to fund City Fee Facilities as indicated on Exhibit B. As Bond Proceeds are transferred to City as described in Section 5 below, the portion of the Property with respect to which such transfer was made shall receive a credit in the amount transferred against the payment of City Fees. Nothing herein shall supersede the obligation of Property Owner to make Advances or otherwise pay City Fees to City when due. The purpose of this Agreement is to provide a mechanism by which the CFD may issue the Bonds to provide a source of funds to finance portions of City Fee Facilities in lieu of the payment of City Fees. In the event that Bond Proceeds are not available or sufficient to fully satisfy the obligation, then Property Owner shall remain obligated to make Advances or otherwise pay City Fees to City as required by City in accordance with applicable law.
The Bonds shall be issued only if, in its sole discretion, the Board of Directors of EMWD determines that all requirements of State and Federal law and all EMWD policies have been satisfied or have been waived by EMWD. Nothing in this Agreement shall confer upon City 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 City Fee Facilities except in accordance with the terms of this Agreement.
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5. Disbursements.
(a) Upon the funding of the Other Facilities Account of the Improvement Fund, Property Owner may execute and submit a payment request to EMWD or the CFD requesting disbursement to Property Owner, or its written designee, from the Other Facilities Account of the Improvement Fund of an amount equal to all or a portion of the Advances. The sole source of funds from which Property Owner will be entitled to receive reimbursement of the Advances and from which Property Owner may request disbursements pursuant to Section 5(b) below shall be Bond Proceeds or Special Taxes deposited in the Other Facilities Account of the Improvement Fund. (b) From time to time following the funding of the Other Facilities Account of the Improvement Fund, Property Owner may notify City in writing and City and Property Owner shall jointly request a disbursement from the Other Facilities Account of the Improvement Fund to fund City Fee Facilities by executing and submitting a request for payment, in substantially the form attached hereto as Exhibit C (the “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 City 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 City’s receipt of such disbursement relating to City Fees, Property Owner shall be deemed to have satisfied the portion of applicable City Fees with respect to the number of dwelling units or lots for which City Fees would otherwise have been required in an amount equal to the amount of such disbursement divided by the per lot or unit amount of the applicable City Fees. (c) 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 contractually or incurred such costs of City Fee Facilities from its own funds 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. For City facilities to be constructed, in the event that City does not disburse any Bond Proceeds received by it to third parties within five banking days of receipt, it will trace and report to the CFD all earnings, if any, earned by City, from the date of receipt of such Bond Proceeds by City to the date of expenditure by City for capital costs of the City Fee Facilities.
Such report shall be delivered at least semiannually until all Bond Proceeds are expended by City. (d) Subject to Section 5(e) below, City agrees to maintain adequate internal controls over its payment function and to maintain accounting records in accordance with generally accepted accounting procedures. City will, upon request, provide EMWD and/or Property Owner with access to City’s records related to the City Fee Facilities and will provide to EMWD its annual financial report certified by an independent certified public accountant for purposes of assisting EMWD in calculating the arbitrage rebate obligation of the CFD, if any. (e) At the City’s discretion, the City may elect to satisfy the tracing and accounting of Bond Proceeds requirements set forth in 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”). Property Owner 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.
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(f) EMWD or the CFD agrees to maintain full and accurate records of all amounts, and investment earnings, if any, expended from each Other Facilities Account of the Improvement Fund. EMWD or the CFD will, upon request, provide City and Property Owner with access to EMWD’s or the CFD’s records related to the Other Facilities Account of the Improvement Fund.
6. Ownership of City Fee Facilities. The City Fee Facilities shall be and remain the property of City.
7. Indemnification.
(a) Indemnification by EMWD and the CFD. EMWD shall assume the defense of, indemnify and save harmless, 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 EMWD with respect to this Agreement and the issuance of and Bonds; provided, however, that EMWD shall not be required to indemnify any person or entity asto damagesresulting from negligence or willful misconduct of such person or entity or their officers, agents, or employees. (b) Indemnification by Property Owner. Property Owner shall assume the defense of, indemnify and save harmless, EMWD, the CFD, and 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 Property Owner with respect to this Agreement; provided, however, that Property Owner shall not be required to indemnify any person or entity as to damages resulting from willful misconduct of such person or entity or their officers, agents, or employees. (c) Indemnification by City. City shall assume the defense of, indemnify and save harmless, EMWD, 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 City with respect to this Agreement, and the design, engineering, and construction of the City Fee Facilities constructed by City; provided, however, that 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. In addition to the obligations set forth in Section 7(b) above, Property Owner shall indemnify 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 as a result of the City indemnifying EMWD and/or the CFD under this Section 7(c).
8. Allocation of Special Taxes. The Board of Directors of EMWD, as the legislative body of the CFD, shall annually levy the Special Tax as provided for in the formation proceedings of the CFD. The entire amount of any Special Tax 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 6 4938-4942-1375v3/022007-0499
Property Owner to the purchaser of any parcel of land within the Property provided, however, such assignment shall not be effective unless and until City and EMWD have been notified, in writing, of such assignment.
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.
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 hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows:
EMWD: Eastern Municipal Water District
2270 Trumble Road
P.O. Box 8300
Perris, CA 92572 – 8300
Attn: Special Funding Division
Email: [email protected]
City: City of San Jacinto
595 S. San Jacinto Ave
San Jacinto, CA 92583
Attn: City Clerk
Email: [email protected]
Property Owner: SanJac 55, LLC
265 Sunrise Highway, Suite 1515
Rockville Centre, NY 11570
Attention: Daniel J. Schreiber, Manager
Email: [email protected]
Phone: (858) 361-1700
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. 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.
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15. 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.
16. 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.
17. 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 City, EMWD, the CFD, and Property Owner (and their respective successors and assigns, exclusive of individual homebuyers), any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
18. 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.
19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and the same instrument. Signature pages may be detached from counterpart originals and combined to form one or more copies of this Agreement having original signatures of all Parties. Although execution of this Agreement using DocuSign, Adobe Sign or similar technology is not hereby authorized, original signatures on counterparts that have been scanned into PDF format and delivered via email shall be valid and binding for purposes of the execution of this Agreement. [Signature Page Follows]
S-1
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.
EASTERN MUNICIPAL WATER DISTRICT
ATTEST:
By:
Sheila Zelaya, Board Secretary
By:
Joe Mouawad, P.E, General Manager
CITY OF SAN JACINTO
ATTEST:
By:
Julia Espinoza, City Clerk
APPROVED AS TO FORM:
By:
City Attorney
By:
Robert Johnson, City Manager
PROPERTY OWNER
SanJac 55, LLC
a California limited liability company
By:
Daniel Schreiber, Manager
A-1
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EXHIBIT A
DESCRIPTION OF PROPERTY
Real property in the City of San Jacinto, County of Riverside, State of California, described as follows:
APNs
433-150-062, 433-150-065, 433-150-066, 433-451-011 through 433-451-025, 433-452-001 through 433- 452-006, 433-453-001 through 433-454-014, 433-454-016, and 433-454-017 A-2
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BOUNDARY MAP
B-1
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EXHIBIT B
CITY FEES
The type of City Fee Facilities eligible to be financed by the CFD under the Act are the capital improvements authorized to be financed with City development impact fees. This does not include regional impact fees, i.e. TUMF. The amount of the City Fee Facilities will be based on the applicable fee schedule, which is subject to change.
Estimated Cost of the City Fees
Description Estimated Cost
Government Services $ 67,728
Flood Control Improvements 235,836
Traffic Signalization 294,318
Sewer 33,200
Public Safety Facilities 68,060
Park and Open Space Facilities 499,660
Community Amenities 104,580
Total Fees: $ 1,303,382
C-1
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EXHIBIT C
DISBURSEMENT REQUEST FORM
Sequence No.
City SA#
1. Community Facilities District No. 2022-94 (Maravilla Estates) of Eastern Municipal Water District (“CFD”) is hereby requested to pay from Bond Proceeds to the City of San Jacinto (“City”), as Payee, 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 property described in Exhibit A to the Joint Community Facilities Agreement by and among Eastern Municipal Water District, City of San Jacinto, and SanJac 55, LLC, dated as of , 2025 (the “JCFA”).
3. Amount requested: $
For Tract / Lot Nos / Unit Nos:
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.
PROPERTY OWNER
By:
Name:
Title:
CITY OF SAN JACINTO
ATTEST:
By:
Clerk of the City
cc: City Finance Dept.
By:
Name:
Title: