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HomeMy WebLinkAbout1992-06-09 - AGENDA REPORTS - CMTY VALENCIA TOWN MALL CENTER (2)AGENDA REPORT City Manager Approval Item to be presented NEW BUSINESS IC n Pulskam DATE: June 9, 1992 6 SUBJECT: Formation of Community Facilities District No. 92-1, Valencia Town Mall Center Resolution Nos. 92-109, 92-110, 92-111 DEPARTMENT: City Manager BACKGROUND The City Council on January 2, 1992, approved a proposal from the Newhall Land & Farming Company for purposes of financing the cost of the public improvements which will serve Valencia Town Center. The proposal called for a formation of a City Community Facilities District pursuant to the Mello -Roos Community Facilities Act of 1982. The formation of a community facilities district entails several procedural steps, the first of which will be taken tonight with the adoption of several resolutions. Resolution No. 92-109 is the Resolution of Intention to establish Community Facilities District. No. 92-1 and to authorize the levy of a special tax within the District. This resolution is designed to meet a. number of the procedural requirements of the Mello -Roos Act and will ultimately be used as the basis of the mailed and published notice for a public hearing to be conducted at the Council meeting of July 14, 1992. Resolution No. 92-110, is the Resolution of Intention to incur bonded indebtedness in the amount of not to exceed $20 million within CFD 92-1. This resolution is again designed to meet the procedural requirements of the Mello -Roos Act and sets forth the proposed amount of the bonded indebtedness to be issued by CFD 92-1.. The $20 million figure is a not -to -exceed figure and At is currently anticipated that far less than this amount will be issued for the acquisition of the facilities. This resolution will also serveasthe basis for notification of the public hearing on July 14. Resolution 92-111 appoints certain consultants necessary to accomplish the formation of the community facilities district and issuance of bonds. The following appointments are recommended: Rutan & Tucker as Special Counsel; David Taussig and Associates as Special Tax Consultant; Fieldman, Rolapp & Associates as Financial Advisor; and Merrill Lynch & Co. as Underwriter. Agreements for the consultants are on file with the Director of Finance. RECOMMENDATION That City Council approve Resolution Nos. 92-109, 92-110, 92-111, and set matter for public hearing to July 14, 1992. ATTACHMENTS Resolution Nos. 92-109, 92-110, 92-111. � ]'� Agenda Items; RESOLUTION NO. 1-2-109 RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, TO ESTABLISH COMMUNITY FACILITIES DISTRICT NO. 92-1 AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX WITHIN COMMUNITY FACILITIES DISTRICT NO. 92-1 WHEREAS, the owner of all of the real property within a proposed community facilities district hereinafter described has filed a petition (the "Petition") with the City Council of- the City of Santa Clarita, California (the "City"), to establish Community Facilities District No. 92-1 of the City of Santa Clarita (Valencia Town Center) ("Community Facili- ties District No. 92-1" or "CFD No. 92-1") pursuant to. the Mello -Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code of the State of California (the "Act"), to finance the purchase, construction, maintenance, expansion or rehabilitation of certain real and other tangible property with an estimated useful life of five years or longer, including rights of way, real property and structures, and other governmental facilities which the City is authorized by law to construct, acquire, own or operate, within or without Community Facilities District No. 92-1, which are necessary to meet increased demands placed upon the City and other public agencies as a result of development or rehabilitation i occurring within Community Facilities District No. 92-1 (the "Facilities") to serve the area of land hereinafter described; and WHEREAS, the City Council hereby determines that the Petition complies with the requirements of Government Code Section 53319 and now intends to form Community Facilities District No. 92-1; and WHEREAS, the City Council further intends to approve an estimate of the costs of the Facilities for Community Facilities District No. 92-1 in the approximate amount of not -to -exceed Twenty Million Dollars ($20,000,000); and WHEREAS, it is the intention of the City to finance and purchase, construct, maintain, expand or rehabilitate the Facilities or any combination thereof through the formation of Community Facilities District No. 92-1 subject to the authorization of bonds and the levy of a special tax (the "Special Tax") to pay, among other things, principal and interest on bonds, being approved at an election to be held within the boundaries of Community Facilities District No. 92-1. NOW, THEREFORE, the City Council of the City of Santa Clarita, California, does hereby resolve, determine and order as follows: Section 1. All of the above recitals are true and correct. Section 2. A community facilities district is proposed to be established under the terms of the Act. The exterior boundaries of the community facilities district are -2- hereby specified and described as -shown on that certain map now on file in the office of the City Clerk of the City entitled "Proposed Boundaries of Community Facilities District No. 92-1 of the City of Santa Clarita (Valencia Town Center), County of Los.Angeles, State of California," which map indicates by a boundary line the extent of the territory included in the proposed community facilities district and shall govern for all details as to the extent of the community facilities district. On the original and copy of the map of such communityfacilities district on file in the City Clerk's office, the City Clerk shall endorse the certificate evidencing the date and adoption of this resolution. The City Clerk shall file the original of such map in her office and, within fifteen (15) days after the adoption of this resolution, the City Clerk shall file a copy of such map. so endorsed in the records of the County Recorder, County of Los Angeles, State of California. Section 3. The name of the proposed community facilities district shall be "Community Facilities District No. 92-1 of the City of Santa Clarita (Valencia Town Center)." Section 4. The Facilities proposed to be financed by Community Facilities District No. 92-1 are infrastructure improvements as provided for in the Act which the City is authorized by law to construct, acquire, own or operate and as described on Exhibit B attached hereto and by this reference incorporated herein. -3- Section 5. Except where funds are otherwise available, it is the intention of the City to levy annually, in accordance with the procedures contained in the Act, a special tax sufficient to pay for the Facilities, including the principal of and interest on the bonds proposed to be issued to finance the Facilities and other periodic costs, the establishment and replenishment of reserve funds, any remarketing, credit enhancement, liquidity or activity fees, the costs of administering the levy and collection of the Special Tax and all other costs of the levy and collection of the Special Tax and of the bond issue, including any foreclosure proceedings, architectural, engineering, inspection, legal, fiscal agent and financial consultant fees, underwriter's discount, interest on bonds due and payable prior to -the expiration of one year from the date of completion of facilities (but not to exceed two years from the date of issuance of the bonds), election costs and all costs of issuance of the bonds, including, but not limited to, fees for bond counsel and printing costs, and all other administrative costs of the Special Tax levy and collection and of the bond issue. The Special Tax will be secured by recordation of a continuing lien against all non-exempt real property in CFD No. 92-1. in the first year in which such a Special Tax is levied, the levy shall include a sum sufficient to repay to the City all amounts, if any, transferred to Community Facilities District No. 92-1 pursuant to Section 53314 of the Act and interest thereon. The schedule of the rate and method of apportionment and manner of collection of the Special Tax is described in detail in Exhibit "A" attached hereto and by this reference incorporated herein. The Special Tax is based upon the cost of financing the Facilities in Community Facilities District No. 92-1 and the benefit received by each parcel from the Facilities. - The Special Tax is apportioned to each parcel on the basis of benefit pursuant to Section 53325.3 of the Act and such. Special Tax is not on or based upon the ownership of real property. In the event that a -portion of the property within Community Facilities District No. 92-1 shall become for any reason exempt, wholly or partially, from the levy of the Special Tax specified on Exhibit "A" the City shall, on behalf of Community Facilities District No. 92-1, increase the levy to the extent necessary upon the remaining property within Community Facilities District No. 92-1 which is not delinquent or exempt in order to yield the required payments, subject to the maximum Special Tax. The levy of the Special Tax shall be subject to the approval of the qualified electors of Community Facilities District No. 92-1 at a special election. There being fewer than twelve (12) registered voters within CFD No. 92-1, the proposed voting procedure shall be by mail or hand -delivered ballot of the landowners in Community Facilities District No. 92-1, with each such owner having one vote for each acre or -5- portion of an acre such owner owns in Community Facilities District No. 92-1. Section 6. The City Council hereby finds that the proposed Facilities are necessary to meet increased demands put upon the City and other public agencies as a result of the new development or rehabilitation within Community Facilities District No. 92-1. Section 7. Notice is hereby given that a public hearing (the "Hearing") on the establishment of Community Facilities District No. 92-1 and the proposed rate and method of apportionment of the Special Tax shall be held on July 14, 1992, at 6:30 o'clock p.m., or as soon thereafter as practicable at the City of Santa Clarita Civic Center, 23920 Valencia Boulevard, Santa Clarita, California 91355. Section S. At the time and place set forth above for the hearing, any interested person, including all persons owning lands or registered to vote within proposed Community Facilities District No. 92-1 may appear and be heard. Section 9. Fieldman, Rolapp & Associates, the City's Financial Consultant, David Taussig and Associates, Inc., the City's Special Tax Consultant, and each City officer who is or will be responsible for the Facilities to be financed by Community Facilities District No. 92-1, if it is established, is hereby directed 'to study the proposed district and, at or before the time of the above-mentioned hearing, file a report with the City Council containing a brief description of the Facilities by type which will, in his or her opinion, be -6- required to adequately meet the needs of Community Facilities District No. 92-1 and his or her estimate. of the cost of providing the Facilities. The Financial and Special Tax Consultants are directed to estimate the fair and reasonable cost of all incidental expenses, including the cost of planning and designing the Facilities to be financed pursuant to the Act, including the cost of environmental evaluations of such facilities,'all costs associated with the creation of CFD No. 92-1, issuance of bonds, determination of the amount of any Special Taxes, the levy and collection of any Special Taxes, or costs otherwise incurred in order to carry out the authorized purposes of the City, and any other expenses incidental to the construction, completion and inspection of the authorized work to be paid through the proposed financing. Section 10. Pursuant to Government Code Section 53314.9, the City may accept advances of funds from any sources, including private persons or private entities, and is authorized and directed to use such funds for any authorized purpose, including any cost incurred by. the City in creating Community Facilities District No. 92-1. The City may enter into an agreement to repay all of such funds as are not expended or committed for any authorized purpose at the time of the election on the levy of the Special Tax, if the proposal to levy such tax should fail, and to repay all of such funds advanced if the levy of the Special Tax shall be approved by the qualified electors of Community Facilities -7- District No. 92-1. There has been presented to this City Council an agreement, by and between the City and The Newhall Land and Farming Company, entitled "Agreement Regarding Advances," which provides for such advances and repayment. Said agreement is hereby approved in substantially the form presented and the Mayor is hereby authorized to execute it, with such changes, modifications or amendments as may be deemed necessary. Section 11. The City Clerk of the City is hereby directed to publish a notice ("Notice") of the hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation. published in the area of proposed Community Facilities District No. 92-1. Such Notice shall contain the text or a summary of this Resolution, state the time and place of the Hearing, a statement that the testimony of all interested persons will be heard, a description of the protest rights of the registered voters and landowners in the proposed Community Facilities District No. 92-1 and a description of the proposed voting procedure for the election required by the Act. Such publication shall be completed at least seven (7) days prior to the date of the Hearing. Section 12. The City Clerk of. the City is hereby directed to send a copy of said Notice of the Hearing by first-class mail, postage prepaid, to each registered voter and to each landowner within proposed Community Facilities District No. 92-1 as shown on the last equalized assessment roll. Said mailing shall be completed not less than fifteen (15) days prior to the date of the Hearing. PASSED and ADOPTED by. the City Council of the City of Santa Clarita, California, at a regular meeting held on the day of , 1992. CITY OF SANTA CLARITA, CALIFORNIA MAYOR ATTEST: CITY CLERK I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita, California, at a regular meeting thereof, held on the day of , of 1992, by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS CITY CLERK (SEAL) I, DONNA GRINDEY, City Clerk of the City of Santa Clarita, California, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. and that the same has not been amended.or repealed. DATED: , 1992. 9/146/014040-0001-05 City Clerk of the City of Santa Clarita -10- EXHIBIT A RATE AND METHOD OF APPORTIONMENT FOR COMMUNITY FACILITIES DISTRICT NO. 92-1 OF THE CITY OF SANTA CLARITA (VALENCIA TOWN CENTER) A Special Tax (the "Special Tax") shall be levied on and collected in Community Facilities District No. 92-1 of the City of Santa Clarita (Valencia Town Center) ("CFD No. 92-1") each Fiscal Year, in an amount determined by the City Council of the City of Santa Clarita, acting as the legislative body of CFD No. 92-1, through the application of the appropriate Special Tax for "Taxable Property," as described below. All of the property in CFD No. 92-1, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. F.11 The terms hereinafter set forth have the following meanings: "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" shall mean any ordinary and necessary expenses of CFD No. 92-1 and the City to carry out its duties as the legislative body of CFD No. 92-1. "Assessor's Parcel" means a lot or parcel shown in an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the County Assessor of the County of Los Angeles designating parcels by Assessor's Parcel number. "City" means the City of Santa Clarita, California. "Council" means the City Council of the City of Santa Clarita, acting as the legislative body of CFD No. 92-1. "Fiscal Year" means the period starting each July 1 and ending an the following June 30. ' "Maximum Special Tax" means the maximum Special Tax, determined in accordance with Section C, that can be levied by the Council in any Fiscal Year for Taxable Property. CFD No. 92-1 Page 2 "Prepayment Fees" means the Administrative Expenses and fees of CFD No. 92-1, the fees of any fiscal agent and any consultant retained by CFD No. 92-1 in connection with the prepayment calculation and redemption of bonds. "Reserve Fund Credit" means the pro rata reduction in the reserve fund balance for the bonds as a result of the redemption of a portion of the principal amount of bonds from the proceeds of a prepayment made pursuant to Section H below. "Special Tax" means the Special Tax to be levied in each Fiscal Year on each Assessor's Parcel of. Taxable Property. "Special Tax Requirement" means that amount required in any Fiscal Year for CFD No. 92-1 to pay: (1) debt service on all bonds or other periodic costs incidental to the bonds or other indebtedness, including, without limitation, any credit enhancement or liquidity facilities fees, (2) Administrative Expenses, (3) costs associated with the release of funds from an escrow account if any, and (4) any amounts required, to the extent permitted in the formula for the Maximum Special Tax, to replenish any reserve funds. "Taxable Property" means all Assessor's Parcels within the boundaries of CFD No. 92- 1 which are not exempt from the Special Tax pursuant to law or Section E below. B. CLASSIFICATION OF PROPERTY For each Fiscal Year, all Assessor's Parcels within CFD No. 92-1 shall be classified as Taxable Property and shall be subject to tax in accordance with the rate and method of apportionment determined pursuant to Sections C and D below. , C. MAXIMUM SPECIAL TAX RATE 1. Taxable Property The Maximum Special Tax for each Assessor's Parcel of Taxable Property shall be the amount derived by multiplying the acreage for such Assessor's Parcel or Parcels, as shown on the boundary map for CFD No. 92-1, by the applicable rate in Table I below. 06/01/1992 CFD No. 92-1 Page 3 TABLE I Assessor's Parcel Number Parcel Map 22206 Lot# Fiscal Year 1992-93 Step 1 Maximum Special Tax Fiscal Year 1992-93 Step 2 Maximum Special Tax 2861-059-024 4 $39,831 per acre N/A 2861-059-004 5 $39,831 per acre N/A 2861-058-004 6 $39,831 per acre N/A 2861-059-008 11 $39,831 per acre N/A 2861-058-008 12 $39,831 per acre N/A 2861-058-009 12 $39,831 per acre N/A 2861-058-024 13 $39,831 per acre $326,927 per acre 2861-058-025 14 $39,831 per acre N/A 2861-058-019 1 14 $39,831 per acre N/A 2861-058-011 14 $39,831 per acre N/A 2861-059-021 14 $39,831 per acre N/A 2861-059-028 14 $39,831 per acre N/A On each July 1, commencing with July 1, 1993, the Special Tax rates shown in the table above shall be increased to 102% of the amount in effect in the previous Fiscal Year. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 1992-93 and for each following Fiscal Year, the Council shall determine the amount of money to be collected from Taxable Property in CFD No. 92-1 in that Fiscal Year (the Special Tax Requirement). The Council shall levy the Special Tax as follows until the amount of the levy equals the Special Tax Requirement: First: The Special Tax shall be levied proportionately on each Assessor's Parcel of Taxable Property up to 100 % of the applicable Step 1 Maximum special Tax determined by Section CA above. Second: Notwithstanding the above, if any Assessor's Parcel other than 2861-058-024 or its successor(s) is delinquent in the payment of Special Taxes, then the levy of the Special Tax on Assessor's Parcel 2861-058-024 or its successor(s) shall be increased from the amount levied pursuant to the first step up to 100% of the applicable Step 2 06101/1992 E. CFD No. 92-1 Page 4 I Maximum Special Tax determined by reference to Section CA above, until the incremental amount levied on Assessor's Parcel 2861-058-024 or its successor(s) is equal to amount of delinquent Special Taxes. Proceeds from the collection of such delinquent Special Taxes, exclusive of any penalties, shall first be credited to Assessor's Parcel 2861-058-024 in the Fiscal Year following the Fiscal Year in which such delinquent Special Taxes are collected until the credit is equal to the amount levied on 2861-058-024 pursuant to this paragraph. The Council shall not levy a Special Tax on properties owned by the State of California, Federal or other local governments or public agencies except as otherwise provided in Sections 53317.3 and 53317.5 of the Act. F. APPEALS Any landowner or resident who feels that the amount of the Special Tax is in error may file a notice with CFD No. 92-1 appealing the levy of the Special Tax. A representative of CFD No. 92-1 will then review the appeal and, if necessary, meet with the applicant. If the findings of the CFD No. 92-1 representative verify that the amount of the Special Tax should be modified or changed, then, as appropriate, the Special Tax levy shall be corrected. G. MANNER OF COLLECTION The Special Tax will be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 92-1 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations. H. PREPAYMENT FORMULA Pre payment in Whole The Special Tax applicable to any Assessor's Parcel in CFD No. 92-1 may be prepaid in whole by delivering to the Director of Finance not less than 75 days prior to an interest payment date for the bonds or other indebtedness issued by CFD No. 92-1, an amount in cash equal to all of the following: (i) all delinquent Special Taxes and penalties applicable to the subject parcel; (ii) the principal amount of the bonds or other indebtedness of CFD No. 92-1 to be redeemed as a result of such prepayment which shall be the product obtained by multiplying the principal amount of bonds or other indebtedness of CFD No. 92-1 then outstanding times a fraction, the numerator of which is equal to the acreage of the 06!01!1992 CFD No. 92-1 Page 5 Assessor's Parcel and the denominator of which is equal to the total acreage for all Assessor's Parcels of Taxable Property which have not prepaid in whole the Special Tax; (iii) interest on such principal amount from the previous interest payment date to the aforesaid interest payment date at the rate borne by the bonds or other indebtedness of CFD No. 92-1; (iv) the premium required to be paid, if any, in connection with the redemption of the bonds or other indebtedness of CFD No. 92-1 as a result of such prepayment; (v) the applicable Prepayment Fees as determined by the Council, less; (vi) the Reserve Fund Credit, and less; (vii) the amount of any Special Tax applicable to the subject Assessor's Parcel that has been posted to the current tax roll and actually paid but that has not been then applied to the payment of debt service on the bonds or other indebtedness of CFD No. 92-1. In the event a property owner wishes to prepay the Special Tax in whole for Assessor's Parcel 2861-058-024 then the Special Tax for all other Assessor's Parcels must also be prepaid in whole. The Director of Finance shall effect the calculation of the prepayment amount pursuant to the terms above. The resulting prepayment amount shall be final and binding. Prepayment In Part The Special Tax may be prepaid in part only if a proportional partial prepayment is made for all Assessor's Parcels in CFD No. 92-1 which are subject to the Special Tax. The partial prepayment for each Assessor's Parcel shall be made by delivering to the Director of Finance not less than 75 days prior to an interest payment date for the bonds or other indebtedness issued by CFD No. 92-1 an amount in cash equal to all of the following: (i) all delinquent Special Taxes and penalties applicable to the subject parcel; (ii) the principal amount of the bonds or other indebtedness of CFD No. 92-1 to be redeemed as a result of such partial prepayment which shall be the product obtained by multiplying the acreage of the Assessor's Parcel times a fraction, the numerator for which is equal to the percentage of the Special. Tax to be prepaid times the principal amount of bonds or other indebtedness of CFD No. 92-1 then outstanding and the denominator of which is equal to the total acreage for all Assessor's Parcels of Taxable Property which have not prepaid the Special Tax in whole; (iii) interest on such principal amount from the previous interest payment date to the aforesaid interest payment date at the rate borne by the bonds or other indebtedness of CFD No. 92-1; 06/01/1992 CFD No. 92-1 . Page 6 (iv) the premium required to be paid, if any, in connection with the redemption of the bonds or other indebtedness of CFD No. 92-1 as a result of such prepayment; (v) the applicable Prepayment Fees as determined by the Council, less; (vi) the Reserve Fund Credit, and less; (vii) the amount of any. Special Tax applicable to the subject Assessor's Parcel that has been posted to the current tax roll and actually paid but that has not been then applied to the payment of debt service on the bonds or other indebtedness of CFD No. 92-1. The Director of Finance shall effect the calculation of the prepayment amount pursuant to the terms above. The resulting prepayment amount shall bdImal and binding. j:kGenb\nnta—ele.etylmello\cfd921 2.tma(eb) o6robnv92 EXHIBIT B CITY OF SANTA CLARITA VALENCIA TOWN CENTER COMMUNITY FACILITIES DISTRICT Summary of Public Improvements Description Amount Storm Drain Extension of existing drain, around mall's $ 550,000 perimeter. Street Improvements Widening of McBean Parkway, Valencia 4,480,000 Boulevard,' Magic Mountain Parkway to. six lanes around mall perimeter; construction of Town Center Drive; improve intersections with turn lanes around mall and at McBean Parkway/Newhall Ranch Road; improvements to Magic Mountain Parkway between McBean Parkway and 1-5; includes landscaping, sidewalks, bus turn -outs, etc., as required. Signals Design and installation of improved signals 1,580,000 and signal phasing around mall along major thoroughfares. Fre Station Improve site (1 1/2 acres) along Magic 650,000 Mountain Parkway and provide funds for facilities. Sewer Complete modifications to existing connections. 105,000 Engineering and Provide. support services for soils, geology, 1,243,000 Miscellaneous surveying, etc. Bridges Complete full improvements to four lanes at 5,340,000 McBean Parkway/Santa Clara River and Newhall Ranch Road/Bouquet Creek. Paseo System Complete three bridges over Valencia 2,771,000 Boulevard, Magic Mountain Parkway and Creekside Drive; complete paseo improvements around mall's perimeter and extend to existing paseo system south of mall. Total $16,719.000 SRM/pa 5/29/92 AGREEMENT REGARDING ADVANCES Proposed Community Facilities District No. 92-1 of the City of Santa Clarita THIS AGREEMENT REGARDING ADVANCES (the "Agreement") is by and between the City Council of the City of Santa Clarita (the "City"), in its capacity as legislative body (the "Legislative Body") for the proposed Community Facilities District No. 92-1 of the City of Santa Clarita (the "District"), and The Newhall Land and Farming Company (the "Company"). WITNESSETH: WHEREAS, the Company has submitted a Petition (Including Waiver) (the "Petition") to the Legislative Body requesting the formation of the District; and WHEREAS, the Company desires that the City proceed with the formation of the District and is willing to advance funds to the City to ensure payment of the costs of the City in forming the District, provided that such funds so advancer] are reimbursed to the Company from the proceeds of any bonds issued by the District; and WHEREAS, the Legislative Body and the Company now desire to specify the terms of said advance and reimbursement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. The Deposit: Additional Advances. The Company hereby agrees to provide or has already provided, in the form of a check payable to the City, $75,000.00 (the "Deposit'), to be used by the City to pay the costs of the City in processing proceedings to form the District (the "Initial Costs"), by delivering such amount to the City Manager of the City (the "City Manag- er"). The Legislative Body, by its execution hereof, acknowledges receipt of said amount. The City Manager shall negotiate said check and hold the proceeds thereof to be disbursed as set forth below. The Deposit may be commingled with other funds of the City for purposes of investment and safekeeping, but the City shall at all time maintain records as to the expenditure of the Deposit. 6015.3 The Company hereby agrees to advance any other amounts necessary to pay any Initial Costs incurred by the City, in excess of the amount of the Deposit, promptly upon written demand therefore by the City Manager; provided that the amount of the Deposit plus any such advances shall not exceed $90,000.00 without the prior written consent of the Company. Section 2. Use of Funds. The Deposit shall be used solely as follows: (a) The City Manager may draw upon the Deposit from time to time to pay the Initial Costs, including but not limited to the fees and expenses of any consultants to the City (such as engineering, legal, financing and special tax consultants) employed in connection with the formation of the District, costs of appraisals, studies and other reports necessary or deemed advisable by the City staff in forming the District, costs of publication of notices, preparation and mailing of ballots and other costs related to any election with respect to the District, any special tax to be levied or any bonded indebtedness thereof, the costs of any action prosecuted in the superior court to validate the formation of the District, said special tax and/or said bonded indebtedness, a reasonable charge, as determined by the City Manager in his sole discretion, for an allocable share of administrative expense with respect to City staff directly engaged in analyzing and participating in the District formation and bond issuance proceedings, and any and all other costs and expenses incurred by the City with respect to the creation of the District. (b) If the District is formed and bonds are issued under the Mello -Roos Community Facilities Act of 1982 (the "Act") by the Legislative Body secured by special taxes levied upon the land within the District, the Legislative Body secured by special taxes levied upon the land within the District, the Legislative Body shall provide for reimbursement to the Company, without interest, of all amounts charged against the Deposit, said reimbursement to be made solely from the proceeds of such bonds and only to the extent otherwise permitted under the Act. As soon as practicable after the date of issuance and delivery of such bonds, the City Manager shall return the then unexpended Deposit to the Company, without interest, less an amount equal to any costs incurred by the City or that the City is otherwise committed to pay, which costs would be subject to payment under Section 2(a) above but have not yet been so paid by the City. (c) If the qualified electors of the District do not approve the proposed special tax to be levied on the property within the District, the City Manager shall return the then unexpended Deposit to the Company, without interest, less an amount equal to any funds which have been committed by the City by the time of the election to the payment of costs described in Section 2(a). If the election is successful and the District is formed, but such bonds are not issued, the City Manager shall, as soon as practicable after adoption of the resolution stating the intent of the Legislative Body to terminate proceedings under the Act with respect to the issuance of bonds for the District, return the then unexpended Deposit to the Company, without interest, less an amount equal to any costs incurred by the City or that the City is otherwise committed to pay, which costs would be subject to payment under Section 2la) above but have not yet been so paid by the City. 6015.3 -2- Section 3. Reimbursement of Other Company Costs. Nothing contained herein shall prohibit reimbursement of other costs and expenses of the Company incurred in connection with the District from the proceeds of such bonds. Any such reimbursement shall be made solely from the proceeds of such bonds and only to the extent otherwise permitted under the Act and otherwise provided for, at the sole discretion of the Legislative Body, in the proceedings for the formation of the District and the issuance of such bonds. Section 4. Agreement Not Debt or Liability of City. It is hereby acknowledged and agreed that this Agreement is not a debt or liability of the City, as provided in Section 53314.9(b) of the Act. The Legislative Body and the City shall in no event be liable hereunder other than with respect to a return of the unexpended and uncommitted portions of the Deposit as provided in Section 2 above. The City shall not be obligated to advance any of its own funds with respect to the establishment of the District or for any of the other purposes listed in Section 2(al hereof. No member of the Legislative Body or officer, employee or agent of the City shall in any event be personally liable hereunder. Section 5. No Obligation to Form District. The provisions of this Agreement shall in no way obligate the Legislative Body to form the District or to take any action with respect thereto. Section 6. Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of California. Section 7. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Section 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Section 9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 10. Preparation of Agreement. The parties hereto acknowledge that they were represented by counsel in the negotiation and preparation of this Agreement, and such counsel have participated in the drafting of this Agreement. 6015.3 -3- IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written alongside their signatures below. Date of Execution: June , 1992 Date of Execution: June , 1992 6015.3 -4- CITY COUNCIL OF THE CITY OF SANTA CLARITA, as legislative body for the proposed Community Facilities District No. 92-1 of the City of Santa Clarita Title: THE NEWHALL LAND AND FARMING, COMPANY, a California limited partnership By: NEWHALL MANAGEMENT IRv= PARTNERSHIP, Its Managing General Partner By: NEWHALL MANAGEMENT CORPORATION, Its Managing General Partner By: Its: By: V RESOLUTION NO. 92-110 RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, TO INCUR BONDED INDEBTEDNESS IN THE AMOUNT OF NOT -TO -EXCEED $20,000,000 WITHIN PROPOSED COMMUNITY FACILITIES DISTRICT NO. 92-1 WHEREAS, the City Council (the "Council") of the City of Santa Clarita, California (the "City"), has heretofore adopted Resolution No. 92-109 r after receiving a petition signed by the owner of all of the real property within a proposed community facilities district hereinafter described, stating its intention to form Community Facilities District No.. 92-1 of the City of Santa Clarita (Valencia Town Center) ("Community Facilities District No. 92-1" or "CFD No. 92-111), pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Codeof the State of California (the "Act"), to finance the purchase, construction, maintenance, expansion or rehabili- tation of certain real and other tangible property with an estimated useful life of five years or longer, including right-of-way, real property and structures, and other governmental facilities which the City is authorized by law to construct, acquire, own or operate, which are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within proposed Community Facilities District No. 92-1 (the "Facilities"); and -1- WHEREAS, the Council estimates that the amount required to finance the Facilities is $20,000,000; and WHEREAS, in order to finance the Facilities it is neces- sary to incur bonded indebtedness in the amount of not -to - exceed *$20,000,000, ot-to-exceed'$20,000,000, the repayment of which is to be secured by special taxes levied in accordance with Section 53340 et sem. of the Act on all property within Community Facilities District No. 92-1, other than as set forth in Section E of the Rate and Method of Apportionment attached as Exhibit A to Resolution No. ; NOW, THEREFORE, the City Council of the City of Santa Clarita, California, does hereby resolve, determine and order as follows: Section 1. The above recitals are true and correct. Section 2. It is necessary to incur bonded indebtedness within proposed Community Facilities District No. 92-1 in the amount of not -to -exceed $20,000,000 to finance the costs of the Facilities as described herein. Section 3. The bonded indebtedness will be incurred for the purpose of financing the costs of designing, constructing and acquiring the Facilities, the acquisition of necessary equipment and property therefor and fulfilling contractual commitments and carrying out the powers and purposes of Community Facilities District No. 92-1, including, but not by way of limitation, the financing of the costs associated with the issuance of the bonds and all other costs necessary to -2- finance the Facilities which are permitted to be financed pursuant to the Act. Section 4. It is the intent of the Council to authorize the sale of bonds in one or more series, in the maximum aggregate principal amount of $20,000,000 at a maximum interest rate not in excess of 12 percent per annum or such rate not in excess of the maximum rate permitted by law at the time the bonds are issued. The term of the bonds shall be determined pursuant to a resolution of the Council authorizing the issuance of the bonds, but such term shall in / no event exceed 40 years from the date of issuance of any 1/ series of bonds or such longer term as is then permitted by law. Section 5. Notice is hereby given that a public hearing (the "Hearing") on the proposed debt issue shall be held on July 14, 1992 at 6:30 o'clock p.m. or as soon thereafter as practicable, at the City of Santa Clarita Civic Center, 23920 Valencia Boulevard, Santa Clarita, California 91355. Section 6. At the time and place set forth above, any interested persons, including all persons owning land or registered to vote within proposed Community Facilities District No. 92-1, may appear and be heard at the Hearing. Section 7. The Clerk of the City is hereby.directed to publish a. notice ("Notice") of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation in proposed Community Facilities District- No. -3- 92-1. Such publication shall be completed at least seven (7) days prior to the date of the Hearing. Section 8. The Clerk of the City is hereby directed to send a copy of the Notice of the.Hearing by first-class mail, postage prepaid, to each registered voter and to each landowner within proposed Community Facilities District No. 92-1 as shown on the last equalized assessment roll. Said mailing shall be completed not less than fifteen (15) days prior to the date of the Hearing. PASSED and ADOPTED by the City Council of the City of Santa Clarita, California, at a regular meeting held on the s day of , 1992. Attest: CITY CLERK CITY OF SANTA CLARITA, CALIFORNIA -4- V I HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of Santa Clarita, California, at a regular meeting thereof, held on the day of 1992, by the following vote of the Council: AYES: Councilmembers NOES: Councilmembers ABSENT: Councilmembers CITY CLERK (SEAL) I, DONNA GRINDEY, City Clerk of the City of Santa Clarita, California, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. and that the same has not been amended or repealed. DATED: , 1992• (SEAL) 9/146/014040-0001/04 City Clerk of the City of Santa Clarita, California -5- RESOLUTION NO. 92-111 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, MAKING CERTAIN PROFESSIONAL APPOINTMENTS FOR ITS PROPOSED COMMUNITY FACILITIES DISTRICT NO. 92-1 OF THE CITY OF SANTA CLARITA (VALENCIA TOWN CENTER) WHEREAS, the City Council (the "City Council") of the City of Santa Clarita, California (the "City") has received a "Petition for Establishment of Community Facilities District No. 92-1 of the City of Santa Clarita (Valencia Town Center)" signed by the Newhall Land and Farming Company (the "Company"); and WHEREAS, the City Council of the City has considered the advisability and necessity of instituting proceedings to establish a community facilities district under and pursuant to the terms and provisions of the "Mello -Roos Community Facilities Act of 1982", as amended (the "Act"), commencing with California Government Code Section 53300; WHEREAS, the City Council of the City has considered all matters relating to the proposed construction of certain public improvements (the "Project") pursuant to the Act and to the levy of annual special taxes against properties within the proposed community facilities district to be designated as Community Facilities District No. 92-1 of the City of Santa Clarita (Valencia Town Center) (the "District'); and WHEREAS, thepublic interest and convenience requires appointment of certain consultants to accomplish the formation of the District and the issuance of bonds. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. All of the above recitals are true and correct. SECTION 2. The firm of David Tausciv_and Associates, Inc. is hereby designated and appointed Special Tax Consultant with respect to the District and employed to do and perform work necessary in and for the District as normally provided by a special tax consultant, including, but not limited to, background data research, special tax analysis, the special tax formula and the District Report as set forth in substantially the form on file with the Director of Finance dated April 6, 1992. The Director of Finance is hereby authorized to execute and deliver such agreement with said firm for services in connection with the District. SECTION 3. The law firm of Rutan & Tucker is hereby designated and appointed Special Counsel with respect to the District and is employed to perform all legal work relating 17868.1 to formation of the District, the issuance of bonds, and the levy of annual special taxes as set forth in substantially the form of the agreement on file with the Director of Finance dated September 18, 1990. The Director of Finance is hereby authorized to execute and deliver such agreement with said firm for services in connection with the District, the fees of said firm to be payable from the proceeds of the bonds. SECTION 4. The firm of Fieldman Rolapp &_`A=sociates is hereby confirmed as Financial Advisor with respect to the District and the issuance of bonds related thereto pursuant to their continuing agreement with the City. SECTION 5. The firm ofm Lynch & Co. is hereby appointed as Underwriter with respect to the District and the proposed issuance o onds related thereto pursuant to a bid proposal on file with the Director of Finance. SECTION 6. The City Clerk shall certify the adoption of this Resolution and thenceforth and thereafter -same shall be in full force and effect. PASSED, APPROVED AND ADOPTED by the City Council of the City of Santa Clarita, California, at a regular meeting held on this day of June, 1992. CITY OF SANTA CLARITA, CALIFORNIA MAYOR ATTEST: CITY CLERK 17868.1 -2- I HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of Santa Clarita, California, at a regular meeting thereof, held on the day of June, 1992, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: (SEAL) 17868.1 CITY CLERK