HomeMy WebLinkAboutResolution - 3187 STATE OF CALIFORNIA ) RESOLUTION NO. 3187
COUNTY OF RIVERSIDE)
4- CITY OF SAN JACINTO )
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
JACINTO APPROVING THE EXECUTION OF LANDOWNER DEPOSIT
AGREEMENT
WHEREAS, the City Council (the "City Council") of the City of San Jacinto
(the "City') is considering undertaking proceedings to form Community Facilities District
No. 2008-1 (Parkside) of the City of San Jacinto (the "District") pursuant to the terms
and conditions of the Mello-Roos Community Facilities Act of 1982, as amended, Part I,
Division 2, Title 5 of the Government Code of the State of California (the "Act"); and
WHEREAS, the DBN Parkside, LLC, as landowner (the "Owner"), has
requested that the City form the proposed District; and
WHEREAS, the Owner has made a deposit to the City for the purposes of
paying the costs of forming the proposed District; and
WHEREAS, the City Council has been presented with a Landowner
Deposit Agreement (the "Deposit Agreement') between the City and the Owner, for the
purpose of causing and stating the terms and purpose of the advance of such costs,
attached hereto as Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED
BY THE CITY COUNCIL OF THE CITY OF SAN JACINTO, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AS FOLLOWS:
Section 1. The above stated recitals are true and correct and
incorporated by reference.
Section 2. The Deposit Agreement is approved in the form submitted to
the City Council at the meeting at which this resolution is
adopted, and the City Manager is authorized to execute and
deliver said Deposit Agreement on behalf of the City.
Section 3. This Resolution shall take effect from and after the date of its
passage and adoption.
Page 1 of 2
SIGNED, APPROVED AND ADOPTED this 99th day of June, 2008, by
the following vote:
Ayes: Carlson, Mansperger, Stubblefield, Ayres
Nays: None
Abstain: None
Absent: Ritchie
CITY OF SAN CINTO
Jim Mayor
ATTEST:
orothy L. ouinard, City Clerk
APPROVED AS TO FORM:
CitfAttdFrfey, City of StF Jacinto
Best Best & Krieger LLP
Page 2 of 2
LANDOWNER DEPOSIT AGREEMENT
by and between
CITY OF SAN JACINTO
and
DBN Management,LLC,
a Delaware limited liability company,
and
DBN MIDWAY, LLC,
a Delaware limited liability company,
and
DBN PARKSIDE, LLC,
a Delaware limited liability company
Dated August 1, 2007
RVPUMMSHAH%73598].]
TABLE OF CONTENTS
1. PARTIES AND DATE...........................................................................................................1
2. RECITALS..............................................................................................................................1
3. AGREEMENT........................................................................................................................2
3.1 Proceedings Deposit and Developer Contribution..............................................................2
3.2 Termination.........................................................................................................................3
3.3 Assignment..........................................................................................................................4
3.4. Notice..............................................................................................................................4
3.5. Attorneys'Fees................................................................................................................5
3.6. Severability .....................................................................................................................6
3.7. Binding on Successors and Assigns................................................................................6
3.8. Entire Agreement............................................................................................................6
3.9. Amendments...................................................................................................................6
3.10. Governing Law ................................................................................................ .........6
3.11. Usage of Words...............................................................................................................6
3.12. No Third Party Beneficiaries ..........................................................................................6
3.13. Venue and Form..............................................................................................................6
3.14, Counterparts....................................................................................................................7
EXHIBIT A: LEGAL DESCRIPTION OF PROPERTY
RVPUB%MSHAH1735981.1
F
LANDOWNER DEPOSIT AGREEMENT
1. PARTIES AND DATE
THIS LANDOWNER DEPOSIT AGREEMENT (the "Agreement") is made and entered
into as of August 1, 2007, by and between CITY OF SAN JACINTO, a public agency existing
under the laws of the State of California, hereinafter referred to as the "City," and DBN
MAMAGEMENT, LLC, a Delaware limited liability company, DBN MIDWAY, LLC, a
Delaware limited liability company and DBN PARKSIDE, LLC, a Delaware limited liability
company, collectively hereinafter referred to as"Developer."
2. RECITALS.
2.1 The City Council of the City (hereinafter the "City Council") proposes to
establish Community Facilities District 2007-1 (the "Facilities District") pursuant to the
provisions of the Chapter 2.5 (commencing with Section 53311) of Part I of Division 2 of Title 5
of the California Government Code of the State of California, commonly known as the "Mello-
Roos Community Facilities Act of 1982," hereinafter collectively referred to as the "Act." The
boundaries of proposed Facilities District are described on Exhibit A attached hereto and
incorporated herein.
2.2 Developer owns approximately 28.25 gross acres of land within the proposed
boundaries of the Facilities District and proposed annexation area (the "Property"). Developer
anticipates developing the Property for commercial use (the"Project").
2.3 The Facilities District is to be formed for the purpose of funding the construction
and/or acquisition of certain public facilities to be owned and maintained by the City, all of
which facilities benefit the land within the Facilities District(the "Public Facilities").
2.4 Developer and City wish to provide for the financing of the acquisition and/or
construction of all or a portion of the Public Facilities through the formation of the Facilities
RVPUB\MS11AM735981.1
1
District and the issuance of bonds thereof (the "Bonds"), which shall be secured by unpaid
special taxes on real property within the Facilities District.
2.5 Developer and City wish to provide for the payment of expenses in connection
with the formation of the Facilities District,bond issuance thereof.
3. AGREEMENT
3.1 Proceedings Deposit and Developer Contribution. Developer shall deposit with
the City the amount of fifty thousand dollars ($50,000) for the benefit of the Facilities District
(collectively, the "Proceedings Deposit"). The City, by its execution hereof, acknowledges
receipt of and accepts the Proceedings Deposit. if after 60% of the proceedings deposit has been
drawn and the City determines that additional funds are needed for costs relating to the
negotiation of the formation of the District and the issuance and sale of the Bonds on behalf of
the District, shall make written demand upon Developer for such funds, and Developer shall
comply with each demand within fifteen(15)business days thereafter. The Proceedings Deposit,
together with any subsequent deposits (collectively, the "Deposits"), are to be used to pay for
any costs incurred by the City and/or the Facilities District for any authorized purpose in
connection with the formation of the Facilities District and/or the issuance of the Bonds
including, but not limited to, (i) the fees and expenses of any consultants and legal counsel to the
City employed in connection with the issuance of the Bonds, including an engineer, special tax
consultant, financial advisor, bond counsel and any other consultant deemed necessary or
advisable by the City, (ii) the costs of appraisals, market absorption and feasibility studies and
other reports deemed necessary or advisable by the City in connection with the issuance of the
Bonds, (iii) the costs of publication of notices, preparation and mailing of ballots and other costs
related to any hearing, protest election or other action or proceeding undertaken in connection
with the issuance of the Bonds, (iv) reasonable charges for City staff time incurred in connection
RVPUH\M SHA H1735981.1
2
with the issuance of the Bonds, 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 issuance of the Bonds (collectively, the "Initial Costs"). The City may draw
upon the Deposits from time to time to pay the Initial Costs, If Developer fails to make any
advance of funds within fifteen(15)days after the City gives Developer written demand, the City
on behalf of the District may suspend all proceedings until Developer advances the amounts
demanded. The City shall provide Developer with a written 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 therefore 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 quarter.- The reasonable cost of providing any such summary shall be charged to
the Deposits. If the Bonds are issued by the Facilities District, the City shall reimburse the
+- Developer from proceeds of the Bonds, without interest, for the portion of the Deposits allocable
to costs of the Facilities District that have been expended or encumbered, said reimbursement to
be made within ten(10) business days after the issuance of such Bonds,solely from the proceeds
of such Bonds and only to the extent otherwise permitted under the Act. The City shall, Within
ten(10)business days after the issuance of such Bonds,pay all outstanding costs to be paid from
the Deposits and return the then unexpended and unencumbered portion of the Deposits to the
Developer, without interest.
3.2 Termination. If for any reason including, but not limited to, (i) failure of the
qualified electors within the District to approve the proposed special taxes to be levied thereon,
(ii) court action or proceeding challenging the City's compliance with the California
Environmental Quality Act, (iii) a regulation, decision or order of a State or federal regulatory
agency, (iv) a voter imposed moratorium or restriction on development or the issuance of
R V PU B%M SMAH\73 5981.1
3
building permits which affects development of the Property, or (v) the insolvency or bankruptcy
of Developer, or any other such matter, the City is unable to complete the formation of the
Facilities District and/or issue and sell the Bonds then City shall, within ten (10) business days
after action by the City and Districts to terminate such proceedings, return any unexpended
portion of the applicable Deposits and any subsequent deposits to Developer. The City shall not
be obligated to return any portion of the Deposits which have been spent by the City for the
purposes set forth in Section 3.1 hereof. If proceedings for the formation of the Facilities District
are terminated, and the City has incurred costs which remain outstanding in an amount which
exceeds the amount remaining of the Deposits, the Developer shall pay the difference between
the outstanding costs and the amount remaining of the Deposits.
3.3 Assi mement. This agreement or any right or duty hereunder may not be assigned
by either the City or the Developer.
a..
3.4. Notice. 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
(a) personally delivered, (b) if given by electronic communication, whether by telex, telegram,
email or telecopier upon the sender's receipt of an appropriate answer back or other written
acknowledgment, 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 overnight courier, with courier
charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other
means, upon delivery at the address specified in this Section addressed as follows:
RVPUB\M$R4HM5481,1
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Developer:
DBN MANAGEMENT, LLC
27032 Rocking Horse Lane
Laguna Hills, CA 92653
Phone: (949)643-0051
Fax: (949) 831-1312
Attn. Steve Delson
E-mail: steve@dbndevelopment.com
City/District:
CITY OF SAN JACIN i'O
322 East Main Street
San Jacinto,CA 92583
Phone, (951)5537-6355
Fax: (951)537-6385
Attn: Special District Administrator
.with a copy to: City Attorney's Office
BEST BEST& KRIEGER LLP
3750 University Avenue
Riverside, CA 92501
Phone: (951)686-1450
Fax: (951) 686-3083
Attn: Mrunal Shah, Esq.
E-mail: mrunal.sbah@bbktaw.com
bbldaw.corn
Each party can change its address for delivery of notice by delivering written notice of
such change of address to the other party within twenty (20) days of such change. Any notice
delivered after 5:00 p.m. Pacific Standard Time on any day or on Saturday, Sunday or a State or
Federal holiday shall be deemed delivered the next business day.
3.5. Attomeys' 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.
RVPU13\MSHW735951.1
5
3.6. 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.
3.7. 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.
3.8. 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.
3.9. Amendments. This Agreement may be amended or modified only in writing
signed by both parties.
3.10. Governing I..aw. This Agreement and any dispute arising hereunder shall be
governed by and interpreted in accordance with the laws of the State of California.
3.11. Usage of Words. As used herein, the singular of any word includes the plural,
and terms in the masculine gender shall include the feminine.
3.12. 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.
3.13. Venue and Form. Any action, at law or in equity arising under this Agreement
brought by any party hereto for the purpose of enforcing, construing or determining the validity
of any provision of this Agreement shall be filed and tried in the Superior Court of the County of
RVYUMMSHAM735981.2
6
Riverside, State of California, and the parties waive all provisions of law providing for the filing,
... removal or change of venue to any other Court.
3.14. Counterparts. This Agreement shall be executed in counterparts, all of which
shall be deemed an original.
[SIGNATURES ON FOLLOWING PAGE]
RVPUBR MSHAH\73.W81.1
7
IN WTINESS WHEREOF, the parties have executed this Landowner Deposit Agreement
as of the day and year written below.
Dated: August 1, 2007
CITY OF SAN]ACINTO
By: 4&M4 .--- -
0,6
ATTEST: �/�
By: V ti nlouj
City Clerk
DBN MANAGEMENT, LLC, a Delaware limited
liability company
By: Steven Delson, President and Manager
DBN MIDWAY,LLC, a Delaware limited liability
company
By: DBN Management LLC, a Delaware limited
liability company, non-member manager of
DBN Midway, LLC
By:.Steven Delson, President and Manager
-.- . &9
DBN PARKSIDE, LLC, a Delaware limited
liability company
By: DBN Management LLC, a Delaware limited
Liability company, non-member manager of
DBN Parkside, LLC
By: Steven Delson, President and Manager
R VPUB\MSHAH\735981,1
8
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
R VPUBIMSHAH\735981.1
A-1
SHEET 1 OF 2 PROPOSED BOUNDARIES OF
CITY of SAN JACINTo
COMMUNITY FACILITIES DISTRICT NO.2008-1
(Parkside)
COUNTY OF RIVERSIDE
STATE OF CALIFORNIA
(i) Fled In the oflm of the City Cleric of the Cky of Ben dedntD .
16.liDl—l-dayof_ ,�.2�oe
V IC: N ITY. MAP lao^ .c2rqulnard,sar;Jaolydo cly as*
(2) I hereby y fW the wtM mep dwAV the proposed
bourrdarlee of CKy of San,Iaclrrto Communky Fq ee Dlehtct
No.200&1(Perlw&d County of Nmvi*Stabs of Cdtmk4
was epp uvod by#m Cky Couedl at a np Aw meatlrrp theranf,
held.on#k 'tj day of sJiLho- ,20W,by lee
ReeokMm Na a ms
�L shard,Sm Jed*CI CWk
(3)Filed this BE day of :fgN 201 st the hour oi.:.8—oldod 4-m,.
in Book 73 pf Maps of Assessment aril CortrrKrnky'Fwft s
Dist'kde at pope a a_and as M tument No.jagA-oummi In
' the o1Aoe of the CtwMy'Recorder of Riverside County Stabs of CeN6orrda.
Be* Larry W.-
Vya
Shoat Ammr.Caunty Gerk4b=der of Cih mW9 Cm* .
AML
By
Fees
Ezernpt reed ft reWmbd,per CA Oocrerwoo Code 10103
1 1 1
SHEET. 2 OF 2 PROPOSED BOUNDARIES OF
CITY OF SAN JACINTO
COMMUNITY FACILITIES DISTRICT NO. 2008-.1
'(Pa*side)
COUNTY OF RIVERSIDE
STATE OF CALIFORNIA
y ,
swam now
VWA APW4W A
LEGEND '
Proposed 9ounderies of City of Sin
■ONN■ Jacinto OWN' ty Facilities
District No. 2M-1 (ParksidsO
Assessor Paroel Line
486.190-05n Assessor Perool NOW
Reference is hereby.made•to the
Assessor baps of the County_•of•Rivsraids
486 190-063 for a desariptipn of the Tines end
dimensions of each lot and parcel.
SPLAN" AVE"
.. P nd bj DOW TousWo k A�woWl Ina.
1 1 �