HomeMy WebLinkAbout2024-10-08 - RESOLUTIONS - APPROVE AMEND TO JCFA0. RESOLUTION NO. 24-66
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA,
CALIFORNIA, APPROVING AMENDMENTS TO A JOINT COMMUNITY FACILITIES
AGREEMENT AND ACQUISITION FUNDING AGREEMENT IN CONNECTION WITH
CALIFORNIA MUNICIPAL FINANCE AUTHORITY BOLD PROGRAM COMMUNITY
FACILITIES DISTRICT NO. 2022-25 (SANTA CLARITA—TESORO HIGHLANDS)
WHEREAS, California Municipal Finance Authority (CMFA) has established its
California Municipal Finance Authority BOLD Program Community Facilities District No.
2022-25 (Santa Clarita—Tesoro Highlands), (CFD) at the request of BLC Tesoro LLC
(Developer) encompassing the Developer's Tesoro Highlands project (Project), prior to the
annexation of the Project into the City of Santa Clarita (City);
WHEREAS, pursuant to CMFA's Resolution No. 22-369, (Resolution of Formation), the
CFD is authorized to finance, among other improvements serving the Projectafi"evelopment
impact fees to be paid with respect to the Project, the Copper Hill Bridge -improvements;
WHEREAS, in connection with the CFD and the Project, the City approved and entered
into (a) Joint Community Facilities Agreement dated November 18, 2022, (JCFA) by and among
CMFA, the City, and the Developer, and (b) an Acquisition Funding Agreement dated November
18, 2022, (Acquisition Agreement) by and between the City and the Developer; and
WHEREAS, the Developer has requested amendments to the JCFA and Acquisition
Agreement to reflect the increased cost of Copper Hill Bridge improvements, to remove storm
drain improvements, and to add the Copper Hill Bridge improvements and trail improvements as
improvements eligible to be financed through the CFD bond issuance, and to clarify use of
Valencia Bridge and Major Thoroughfare Construction Fee District fee credits for the Project
resulting from the construction of the Copper Hill Bridge.
NOW, THEREFORE, the City Council of the City of Santa Clarita, California, does
hereby resolve as follows:
SECTION 1. The above recitals are all true and correct.
SECTION 2. The City Council hereby approves the Form of Amendments to Joint
Community Facilities Agreement and Acquisition Funding Agreement attached hereto
(Exhibit A) by and among the City, CMFA, and BLC Tesoro LLC, and authorizes the City
Manager or designee to execute the amended agreements on behalf of the City with such
changes, additions or deletions as may be approved by the City Manager and City Attorney. The
City hereby finds that the Amendment will be beneficial to the residents of the City.
SECTION 3. This Resolution shall take effect immediately upon its adoption. The City
Clerk shall certify to the adoption of this resolution. The City Clerk is hereby authorized and
directed to transmit a certified copy of this resolution to the Secretary of the CMFA.
PASSED, APPROVED, AND ADOPTED this 8 h day of October, 2024. on"
MAYOR
ATTEST:
CITY CLERK
DATE:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Mary Cusick, City Clerk of the City of Santa Clarita, do hereby certify that the
foregoing Resolution 24-66 was duly adopted by the City Council of the City of Santa Clarita at
a regular meeting thereof, held on the 8ffi day of October, 2024, by the following vote:
AYES: COUNCILMEMBERS: Gibbs, Miranda, Weste, McLean, Smyth
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
CITY CLERK
EXHIBIT A
AMENDMENT TO EXHIBIT A OF
JOINT COMMUNITY FACILITIES AGREEMENT
AND AMENDMENT TO ACQUISITION FUNDING AGREEMENT
This Amendment to Exhibit A of Joint Community Facilities Agreement and Amendment
to Acquisition Funding Agreement ("Amendment") is executed as of ,
2024 (the "Effective Date") by and among the California Municipal Finance Authority
("CMFA"), the City of Santa Clarita ("City") and BLC Tesoro LLC ("Developer").
RECITALS
A. CMFA has established its California Municipal Finance Authority BOLD
Program Community Facilities District No. 2022-25 (Santa Clarita—Tesoro Highlands) (the
"CFD") at the request of the Developer encompassing the Developer's Tesoro Highlands project
(the "Project"). The CFD was established prior to the annexation of the Project into the City.
B. Pursuant to CMFA's Resolution No. 22-369 (the "Resolution of Formation"), the
CFD is authorized to finance, among other improvements serving the Project and development
impact fees to be paid with respect to the Project, the Copper Hill Bridge improvements.
C. The CMFA and the City entered into a Joint Community Facilities Agreement
relating to the Tesoro Highlands Project in the City dated as of November 18, 2022 (the "JCFA")
and CMFA, the City and the Developer entered into an Acquisition Funding Agreement dated as
of November 18, 2022 (the "Acquisition Agreement"). Both the JCFA and Acquisition
Agreement relate to the CFD and, although the CFD is authorized to finance the Copper Hill
Bridge improvements and trail improvements pursuant to the Resolution of Formation, those
improvements are not described as some of the eligible improvements in Exhibit A to the JCFA
and Exhibit B to the Acquisition Agreement.
D. At the time of CFD formation, the Copper Hill Bridge improvements were
estimated to cost approximately $4.8 million. However, now based on bids received by the
Developer, those costs are expected to be in excess of $12.7 million. Therefore, it is necessary to
amend Exhibit A to the JCFA and amend the Acquisition Agreement to (i) add the Copper Hill
Bridge improvements and trail improvements dedicated as improvements eligible to be financed
through the CFD bond issuance secured by the lien of special taxes on the land within the CFD
as well as remove all storm drain improvements; and (ii) clarify use of Valencia Bridge and
Major Thoroughfare Construction Fee District fee credits for the Project resulting from the
construction of the Copper Hill Bridge. The financing of the Copper Hill Bridge improvements
through the CFD shall not preclude the Project's receipt of such fee credits pursuant to the
Project conditions of approval in accordance with the Acquisition Agreement. Such amendments
shall not require or permit an increase in the special tax amounts previously authorized for the
CFD nor the authorized amount of special tax bonds.
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AGREEMENT
NOW, THEREFORE, in consideration of the faithful performance of the terms set forth
in this Amendment, the parties hereto agree as follows:
1. Incorporation of Recitals. The foregoing Recitals are true and correct and
are hereby incorporated into and form a material part of this Amendment.
2. Amendment of Exhibit A to JCFA. CMFA and the City agree that
Paragraph 2 of Exhibit A to the JCFA is hereby revised to read as follows:
"2. The City Improvements shall include: (i) the extension of Avenida Rancho
Tesoro ("A" Street") improvements, (ii) various debris basins, (iii) the Copper
Hill Bridge improvements, and (iv) trail improvements, all as further described in
the Acquisition Agreement."
3. Addition of sentence to Section 5.11 of the Acquisition Agreement.
CMFA, the City and the Developer agree that the Acquisition Agreement is hereby
amended by adding an additional sentence to the end of Section 5.11, to reflect the
reduction of the estimated Financed Fees due to the addition of the Copper Hill Bridge as
a City Improvement and to reflect a portion of the cash deposits already made for the
Project and possible reimbursement to Developer from bond proceeds, as follows:
"As of June 1, 2024, the parties acknowledge that the Developer (or
merchant builders) has paid cash deposits in the amount of $6,478,248, of
which $4,086,348 shall be considered Financed Fees made prior to
Available Amounts being available, which Financed Fees are eligible to
be reimbursed by the CFD to the Developer when Available Amounts
become available. There may be additional Financed Fees which are
eligible to be reimbursed by the CFD to the Developer, provided the total
amount of Financed Fees shall not exceed the total B&T Fee obligation for
the Project (the "Total B&T Fee Obligation") minus the Acquisition Price
paid by the CFD for the Copper Hill Bridge improvements."
4. Addition of Section 5.12 of the Acquisition Agreement. CMFA, the City
and the Developer agree that the Acquisition Agreement is hereby amended by adding an
additional Section 5.12, to acknowledge cash deposits and construction credits to date,
and the estimated remaining B&T Fee obligation as calculated in Exhibit B to the
Acquisition Agreement, as follows:
"Section 5.12. Remaining B&T Obligation and Credits. The Project is
within the Valencia Bridge and Major Thoroughfare Construction Fee
District (the "B&T District"). As of June 1, 2024, the parties agree that a
portion of the Total B&T Fee Obligation has been partially satisfied in the
amount of $7,636,991 consisting of (a) $4,086,348 of Financed Fees
referenced in Section 5.11 from previous cash payment of B&T Fees to
the City, (b) $2,391,900 of previous cash payment of B&T fees to the
County, and (c) $1,158,743 of issued B&T credits for the initial
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construction of the Copper Hill Bridge project. The Total B&T Fee
Obligation minus such amounts is defined as the "Remaining B&T Fees."
As of June 13, 2024, $1,016,334 of the $1,158,743 issued B&T credits has
been utilized to pay for B&T Fee obligations for the Project at the time of
building permit issuance. This leaves a balance of $142,409 to be applied
toward future B&T Fees required at building permit issuance. With each
subsequent approved construction credit for Copper Hill Bridge, credits
will be given for the exclusive use to satisfy on a dollar for dollar basis all
or a portion of the Remaining B&T Fees for the Project. If there are not
sufficient credits available to be used for the payment of Remaining B&T
Fees when due, the Developer (or a merchant builder) shall pay
Remaining B&T Fees to the B&T District as deposits (the "Deposits") as
provided in Section G of the Amended and Restated Pre -Annexation
Agreement.
Any moneys paid as Deposits by the Developer (or a merchant builder) to
the B&T District shall be made with the understanding that once the
Copper Hill Bridge is completed, such Deposits, less Deposit amounts
needed to satisfy Remaining B&T Fees, will be returned to the payor of
record (either Developer or merchant builder), in the form of B&T District
credit issued by the B&T District in accordance with B&T District
policies (the "B&T District Credits") to be used in accordance with B&T
District policies."
5. Amendment to Exhibit B to Acquisition Agreement. CMFA, the City and
Developer agree that Sections I and II of Exhibit B to the Acquisition Agreement are revised to
read as follows:
I. Acquisition Improvements
A. Extension of Avenida Rancho Tesoro ("A" Street) (subject to
annexation) (est. cost $4,500,000)
B. Trail improvements (est. cost $2,500,000)
C. Debris basins, Lots 2421-2435, Lot 2537 (est. cost $2,300,000)
D. Copper Hill Bride improvements (est. cost of $12 700 000)
II. Financed Fees
The B&T Fees that constitute Financed Fees shall include the Valencia Bridge
and Major Thoroughfare Construction Fee District fees imposed upon the
Project, less the Acquisition Price for the Copper Hill Bridge.
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III. Calculations
The tables below summarize the Developer's B&T obligation and application of
Cash Deposits.
Estimated B&T Obligation as of June 1, 2024
Est B&T Fee Obligation $17,233,000
LESS B&T Cash -Financed Fees & Deposits ($ 6,478,248)
$4,086,348 Cash Paid to City of Santa Clarita
$2,391,900 Cash Paid to County of Los Angeles
LESS B&T Fees - Construction Credits ($ 1,158,743)
Est Remaining B&T Fees Obligation $ 9,596,009
Estimated Application of Developer Cash and Construction Credits
Est B&T Fee Obligation $ 17,233,000
Est Financed Fees —Cash as of 6/1/24 ($ 4,533,000) bond proceed reimbursement
Est Cash Deposits —Cash as of 6/ 1 /24 ($ 1,945,248) deposits held until Bridge completed
Est Construction Credits (Bridge costs) ($12,700,000) Acquisition Price
Est Deposits On Hand at Project Close ($ 1,945,248)*
*Estimated Valencia B&T Credits to be issued upon Copper Hill Bridge project completion to payor of record
Summary of Restricted Construction Credits as of June 13, 2024
B&T Construction Credits Issued for Tesoro Project $1,158,743
B&T Construction Credits Applied to Tesoro Building Permits (1,016,334)
B&T Credits Available for Future Tesoro Building Permits $ 142,409**
**B&T Credits are required to be applied to the Tesoro project until the Copper Hill Bridge construction is complete and
the total B&T fee obligation is fulfilled. Upon project completion and confirmation of B&T Obligation being fidfilled,
unrestricted Valencia B&T Credits will be issued to the payor of record in accordance with B&T District policies.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CMFA, the City and Developer have executed this
Amendment as of the Effective Date.
ATTEST:
Mary Cusick, City Clerk
"CITY"
CITY OF SANTA CLARITA, a political
subdivision of the State of California
By:
Kenneth W. Striplin, City Manager
"DEVELOPER"
BLC TESORO LLC, a Delaware limited
liability company
By:
Its:
By:
Its:
"AUTHORITY"
CALIFORNIA MUNICIPAL FINANCE
AUTHORITY, a joint powers authority
By:
Name:
Title: Authorized Signatory
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