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Reso 043-92 DBX AD91-1 Prelim
RESOLUTION NO. 43-92 RESOLUTION APPROVING PRELIMINARY OFFICIAL STATEMENT DUBLIN BOULEVARD EXTENSION ASSESSMENT DISTRICT 91-1 The City Council of the City of Dublin resolves: As a part of the proceedings for the sale of improvement bonds in Dublin Boulevard Extension Assessment District 91-1, City of Dublin, Alameda County, California, this City Council hereby approves the Preliminary Official Statement dated __, 1992, and a Final Official Statement derived substantially therefrom. Distribution of the Preliminary Official Statement and the' Final Official Statement is hereby authorized. This Official Statement is final except for certain information which will not be known until the time of sale and is therefore "deemed final" within the meaning of Rule 15C2-12 of the Securities and Exchange Commission. The City Manager is authorized to sign the Preliminary Official Statement and the Final Official Statement. , , * PASSED, APPROVED, AND ADOPTED this 27th day of April, 1992, by the following vote: Councilmembers Burton, Howard, Jeffery, Moffatt and Mayor Snyder None ATTEST: AYES: NOES: ABSENT: None ABSTAIN: None · ~ Clerk~'d~w PRELIMINARY OFFICIAL STATEMENT DATED ~.~-~ !w~?! ~,. ~. NEW ISSUE · 1992 NOT RATED In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming compliance with certain covenants described herein, the interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from California personal income taxes. In the opinion of Bond Counsel, such interest is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although it is included in adjusted current earnings in calculating corporate alternative minimum taxable income. See TAX EXEMPTION~ herein. $2,350,000* LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF DUBLIN, CALIFORNIA DUBLIN BOULEVARD EXTENSION ASSESSMENT DISTRICT 91-1 SERIES 91-1 (Bank Qualified) Dated: Date of Delivery Due: September 2 as shown below . The Bonds are being issued by the City of Dublin (the "City'~ pursuant to provisions of the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code). All of the construction of improvements shall be undertaken as provided by the Municipal Improvement Act of 1913 (Division 12 of the California Streets and Highways Code). The Bonds are issued only as fully registered Bonds in denominations of $1,000 or any integral multiple thereof. Principal of, and premiums, if any, on the Bonds are payable at Bank of America National Trust and Savings Association, San Francisco, California, Paying Agent, Registrar, and Transfer Agent (the "Agent'% Interest is payable by check or draft mailed to the registered Owners thereof semiannually on March 2 and September 2 commencing on March 2, 1993. The Bonds are subject to redemption on any March 2 or September 2 in advance of maturity upon giving 30 days prior notice and upon payment of the principal and interest accrued thereon to the date of redemption or date of payment if surrendered earlier, plus a redemption premium of three percent (3%) of the principal amount of the bonds to be redeemed. See 'THE BONDS - Redemption" herein. Under the provisions of the Improvement Bond Act of 1915, installments of principal and interest sufficient to meet annual debt service are included on the regular county tax bills sent to owners of property against which there are unpaid Assessments. These annual installments are to be paid into the Redemption Agency Fund, to be held by the City and used to pay debt service on the Bonds as it becomes due. See 'SECURITY FOR THE BONDS - Assessment Installments" herein. To provide funds for payment of the Bonds and the interest thereon as a result of any delinquent installments, the City will establish a Special Reserve Fund, to be held by the Agent, and deposit therein Bond proceeds in the original amount of five percent (5%) of the initial principal amount of the Bonds. The City's liability to advance funds to the Redemption Agency Fund in the event of delinquent installments shall not exceed the balance in the Special Reserve Fund. See "SECURITY FOR THE BONDS - The Special Reserve Fund" herein. Additionally, the City has covenanted to initiate judicial foreclosure under certain conditions in the event of a delinquency, and to commence the procedure not later than the succeeding October 1. The Bonds are not secured by the general taxing power of the City, the County of Alameda, the State of California, or any of its political subdivisions, nor is the full faith and credit of the City, the County of Alameda, the State of California, or any of its political subdivisions pledged to the payment of the Bonds. The interest on and principal of the Bonds are payable solely from moneys *Preliminary, subject to change. in the Redemption Agency Fund established in connection with the issuance of Bonds and are secured by unpaid Assessments and the Special Reserve Fund established with Bond proceeds. The City shall not be obligated to use available funds (Including any surplus funds) to purchase delinquent parcels or pay the delinquent installments and future Installments of the Assessments on delinquent parcels. The owners or the Bonds must assume, therefore, that the sole source or funds for the payment or the Bonds will be the Redemption Agency Fund and the Special Reserve Fund. ' THE BONDS ARE NOT RATED AND HAVE A SUBSTANTIAL DEGREE OF RISK. SEE THE SECTION OFTHIS OFFICIAL STATEMENT ENTITLED "SPECIAL RISK FACTORS" FOR A DISCUSSION OF SPECIAL FACTORS WHICH SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF' THE BONDS. ' This cover page contains certain information for quick reference only. It is .not a summary of this issue. Thus, investors must read the entire Official Statement to obtain information essential to the making or an informed investment decision. Maturity ,CS..eptember "2) 1994 1995 1996 1997 :i998' 1999 2000 Principal AmOunt. $63,000 66,000 70,000 75,000 80,000 86,000 91,000 Interest luterest Rate Rate MATURITY SCHEDULE* : . Maturity. KSeptember 2) % 200! '2002 2003 2004 2005 2006 2007 Principal Amount $98.000 105,000 113,000 121,000 131,000 141,000 152,000 $958,000 __% Term Bonds Due September 2, 2012. (Price 1.00%) The Bonds are oJ~red when, as and if issued and delivered to the Underwriter subject to the approval as to their legality by Sturgis, Ness, BrunseIl & Sperry, a professional corporation, Emeryrifle, California. It is expected that the Bonds in temporary or definitive form will be available for delive~ in New York, New York on or about , 1992. Rauscher Pierce Refsnes, Inc.- Dated: .... , 1992. *PreliminmT, subject to change, CITY OF DUBLIN, CALIFORNIA CITY COUNCIL Peter W. Snyder Mayor Linda J. Jeffery Vice Mayor David C. Burton Lisbeth A. Howard Paul C. Moffatt CITY STAFF Richard C. Ambrose, City Manager Paul S. Rankin, Assistant City Manager Phillip S. Molina, Finance Director Lee Thompson, Director of Public Works Elizabeth Silver, City Attorney PROFESSIONAL SERVICES Sturgis, Ness, Brunsell & Sperry Emeryviile, California Bond Counsel John H. Heindel Saratoga, California Engineer of Work Hector, Leslie and Associates Walnut Creek, California Appraiser Bank of America National Trust and Savings Association San Francisco, California Registrar, Transfer and Paying Agent No dealer, broker, salesperson or other individual has been authorized by the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds, other than those contained in the Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Underwriter. The Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds described herein by any person in any jurisdiction in which it is unlawful for such a person to make such offer, solicitation or sale. The information set forth herein has been obtained by the Underwriter from the City and from certain other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness. The summaries and references to the Bond Act, the Resolution and to other statutes and documents in this Official Statement do not purport to be comprehensive or definitive, and are qualified in their entireties by reference to each such statute and document. The information herein is subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. The information set forth herein has been furnished by the City and from certain other sources which are believed to be accurate and reliable, but is not guaranteed as to accuracy or completeness. Statements contained in this Official Statement which involve estimates, forecasts, or other matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. Further, the information and expressions of opinion contained herein are subject to completion or amendment. The Official Statement is not to be construed as a contract between the City or the Underwriter and the purchasers or owners of any of the Bonds. Neither the full faith and credit nor the taxing power of the City, the County of Alameda, the State of California, or any political subdivision thereof is pledged to the payment of the Bonds. The information set forth in this Official Statement, including information in the section herein entitled 'SPECIAL RISK FACTORS" should be read in its entirety. In connection with this bond underwriting, the underwriter may overallot or effect transactions which stabilize or maintain the market price of the Bonds described herein at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The underwriter may offer and sell the Bonds described herein to certain dealers and dealer banks and banks acting as agent and others at prices lower than the public offering prices stated in this Official Statement and said public offering prices may be changed from time to time by the underwriter. TABLE OF CONTENTS INTRODUCTION ...................................................... 1 The City ......................................................... 1 The District ...................................................... 1 The Improvements .................................................. 2 The Appraisal ..................................................... 2 Other Information .................................................. I THE BONDS ......................................................... 2 Description of the Bonds .............................................. 2 Authority for Issuance ........................................ ' .......2 Establishment of Special Funds ......................................... 3 Use of Proceeds ................................................... 3 Payable .......................................................... 4 Registration ...................................................... 4 Denominations .................................................... 5 Redemption ...................................................... 5 Refunding .................................................... :... 5 Defeasance ....................................................... 5 Sources and Uses of Funds ............................................ 6 Debt Service Schedule ............................................... 6 SECURITY FOR THE BONDS ............................................ 7 Assessment Installments .............................................. 7 Special Reserve Fund ................................................ 7 Investment of Funds ................................................. 8 Limited Obligations of the City Upon Delinquency ........................... 8 Covenant to Commence Superior Court Foreclosure .......................... 8 The Appraisal ..................................................... 9 Direct and Overlapping Debt ......................................... 10 SPECIAL RISK FACTORS ............................................... 10 General ........................................................ 10 Limited City Obligation Upon Delinquency ................................ 11 Property Taxes ....................................... : ........... 11 Factors Which May Affect Land Development .............................. 11 Concentration of Ownership .......................................... 12 Disclosures to Future Purchasers ....................................... 12 Failure to Develop Properties ......................................... 12 Appraised Value .................................................. 12 Parity Taxes and Special Assessments ................................... 12 Tax Delinquencies ................................................. 13 Bankruptcy and Foreclosure .......................................... 13 THE ASSESSMENT DISTRICT ........................................... 14 The District ..................................................... 14 The Property Owners ............................................... 14 The Improvements ................................................. 14 Method of Spreading Assessments ...................................... 15 Environmental Review .............................................. 16 Land Use and Zoning .............................................. 16 SAN e. AF~E~L ( ....~ ,..*.:.~':~ · .: II ICHMOND , ~' .~.. WA LN U r C~£EK DUBLIN 15mi 24 km OFFICIAL STATEMENT $2,350,000* LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF DUBLIN, CALIFORNIA DUBLIN BOULEVARD EXTENSION ASSESSMENT DISTRICT 91-1 SERIES 91-1 (Bank Qualified) INTRODUCTION The bonds designated Limited Obligation Improvement Bonds, City of Dublin, California, Dublin Boulevard Extension Assessment District 91-1, Series 91-1 (the 'Bonds'l, are being issued by the City of Dublin (the 'X:ity'~) pursuant to its Resolution of Intention No. 135-91, adopted December 23, 1991 by the City Council of the City and proceedings related thereto, and its Resolution of Issuance No. adopted [date] authorizing the issuance of the Bonds (the '~esolution'3, and pursuant to the Pr'0visions of the Municipal Improvement Act of 1913 (the '~mprovement Act'l, the Improvement Bond Act of 1915 (the '~Bond Act'l, Division 10 of the Streets and Highways Code of the State of California, and all laws amendatory thereof or supplemental thereto. The Bonds are not general obligations of the City and neither the faith and credit nor the taxing power of the City, the County of Alameda, the State of California, or any political subdivision hereof is pledged to the payment of the Bonds. The inclusion of information regarding the City in this Official Statement does not imply that the City has any obligation for payment of the Bonds from any of its funds. The Bonds are issued only as fully registered Bonds in denominations of $1,000 or any integral multiple thereoL Principal of, and premiums, if any, on the Bonds are payable at Bank of America National Trust and Savings Association, San Francisco, California, Paying Agent, Registrar, and Transfer Agent (the "Agent'% Interest is payable by check or draft mailed to the registered Owners thereof semiannually on March 2 and September 2 commencing on March 2, 1993. This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. The City The City of Dublin is located in the Tri-Va!!ey area of Alameda County. The City is bordered to the south by the City of Pleasanton and to the north by the City of San Ramon. The City is 35 miles southeast of San Francisco, 395 miles north of Los Angeles and is within a twenty-five minute drive from San Jose and Oakland. Interstate Freeways 580 and 680 intersect in Dublin and allow easy access to the stable economy of the San Francisco Bay Area. The City was incorporated on February 1, 1982. The City Council has five members each elected at large for a term of four years. The Mayor is selected by the City Council from among its members. The District Dublin Boulevard Extension Assessment District (the 'l]istrict'') was created by the City pursuant to the Improvement Act. The District consists of developed and undeveloped land zoned for commercial and industrial use and is owned by four property owners. The Assessment calculations are based on the benefits to be derived from the proposed improvements (see 'THE ASSESSMENT DISTRICT - The Improvements'') by the properties within the District (the "Assessment Parcels'~. The ImDrovements The Bonds are being issued to fund the acquisition of right-of-way and to construct certain street improvements~ See 'THE BONDS - Purpose of Issue" and 'THE ASSESSMENT DISTRICT - The Improvements" herein. The Anoraisal An appraisal of the land within the District (the "Appraisal'') has been prepared by Hector Leslie and Associates (the "Appraiser'~. According to the Appraisal, the aggregate value of the real property assessed in the District as of . is $ . The Appraisal is based upon a variety of assumptions and limiting conditions. See 'SECURITY FOR THE BONDS - The Appraisal" herein. The ratio of the aggregate land value to the total confirmed unpaid assessment lien for the respective parcels assessed in the District is times. A summary of the Appraisal, which contains conclusions of retail market value estimates and sets forth assumptions of the Appraisal, is contained in '~tPPENDIX B - SUMMARY OF THE APPRAISAL." A complete copy of the Appraisal is available for inspection at the office of the City Clerk of the City during the period of the offering. Other Information This Official Statement and any continuing disclosure documents of the City are intended to be made available through the office of the City Clerk. The City has not, however, entered into any contractual commitment to provide information on a continuing basis to investors or any other party, except to the extent such information is required to be provided pursuant to the City's contracts with nationally recognized statistical or rating organizations. Copies of documents referred to herein and information concerning the Bonds are available from the office of the City Clerk of the City of Dublin, 100 Civic Plaza, Dublin, California 94568 (510) 833-6650. The City may impose a charge for copying, mailing, and handling. THE BONDS Descrintion of the Bonds The Bonds are serial and term bonds and mature in various amounts on each September 2, commencing on September 2, 1993 and ending on September 2, 2012. Interest is payable commencing on March 2, 1993, and semiannually thereafter on March 2 and September 2 of each year until maturity (each an 'lnterest Payment Date"). 2 Authority for Issuance The proceedings for the assessment and issuance of the Bonds were initiated by adoption of Resolution of Intention No. 135-91 by the City Council of the City on December 23, 1991 and the proceedings were conducted pursuant to the Improvement Act. The Bonds are being issued pursuant to Resolution of Issuance No. __ (the "Resolution"), authorizing the issuance thereof adopted by the City Council of the City on Idatel. Establishment of Special Funds Upon receipt of the proceeds of sale of the Bonds on the Closing Date, the proceeds thereof shall be forthwith set aside, paid over, deposited, and invested by the City and the Agent, as set forth in the Bond Purchase Agreement, Receipt of Proceeds, and the Resolution, into the following funds: Capital Projects Fund. The Resolution creates a separate fund to be known as the 'Limited Obligation Improvement Bonds, City of Dublin, Dublin Boulevard Extension Assessment District 91-1, Series 91-1 Capital Projects Fund" (the "Capital Projects Fund"), which will be held in trust by the City. Disbursements from the Capital Projects Fund will be subject to the provisions of the Resolution. Any surplus remaining after payment of all said costs and expenses will be used as set forth in the proceedings pursuant to the Resolution, and applicable provisions of the Bond Act and the Capital Projects Fund shall be closed. Svecial Reserve Fund. The Resolution creates a special fund known as the 'Limited Obligation Improvement Bonds, City of Dublin, Dublin Boulevard Extension Assessment District 91-1, Series 91-1 Special Reserve Fund" (the 'Special Reserve Fund'"), which will be held by the Agent. The amount of the Special Reserve Fund will not exceed the Reserve Requirement. The moneys in the Special Reserve Fund will constitute a trust fund for the benefit of the registered Owners of the Bonds and will be administered by the Agent in accordance with and pursuant to the provisions of the. Resolution and the Bond Act; provided that proceeds from redemption or sale of the properties with respect to which payment of delinquent Assessments and interest thereon was paid from the Special Reserve Fund, will be credited to the Special Reserve Fund; and provided further that for the purposes of maintaining the Reserve Requirement and providing for any required reduction of the amount of money in the Special Reserve Fund during the term of the Bonds pursuant to Section 8887 of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California, and applicable provisions of the Tax Code and the Tax Regulations, all proceeds from investment of moneys in the Special Reserve Fund in excess of the Reserve Requirement shall. be transferred to the Redemption Agency Fund and used for the advance retirement of bonds or as a credit on the next installment of assessment payments. Redemption A~encv Fund. The Resolution creates a special fund known as the 'Limited Obligation Improvement Bonds, City of Dublin, Dublin Boulevard Extension Assessment District 91-1, Series 91-1 Redemption Agency Fund" (the ''Redemption Agency Fund''), which will be held in trust by the City. All payments of principal and interest installments on the assessments, together with penalties, if any, shall be deposited in the Redemption Agency Fund. The City shall deposit into the Redemption Agency Fund, from the proceeds of the sale of the bonds, the amount of $117,500, which shall be applied against the March 2, 1993 payment of interest on the bonds. Use of Proceeds The proceeds of the Bonds will be used to fund the construction of public improvements consisting of the construction of the extension of Dublin Boulevard, the widening of Dougherty Road and the construction of one-half of Chabot Channel Road, together with the acquisition of the necessary right-of-way to construct these improvements. Bids for construction were received by the City in February, 1992. The contract was awarded on February 24, 1992 to Les McDonald Construction, Inc. Construction completion is estimated for September 30, 1992. This work is required for two reasons: first, as a Federal requirement to provide frontage road access to the recently completed Hacienda interchange; and second, to provide access to the approved East Dublin/Pleasanton BART (Bay Area Rapid Transit District) station located at Interstate 580 between the Hacienda Interchange and the Dougherty Road Interchange. Construction of the extension of BART from the existing Bayfair Station in San Leandro will proceed east in the medians of 1-238 and 1-580, terminating in the Dublin/Pleasanton area. The following table summarizes the project status of the 12.8 mile Dublin/Pleasanton Extension, which is illustrated on the map on the following page. Item Date Environmental Impact Report approved by BART Board of Directors Dublin/Pleasanton Extension Project adopted by BART Board of Directors Preliminary engineering Final design Right-of-way acquisition Start of Construction Scheduled start of service 2/90 2/90 3190 In Progress In progress 9/91 Late 1995 During the offering of the Bonds, the complete Engineer's Report is on file and available for inspection in the office of the City Clerk. See also the section entitled 'THE ASSESSMENT DISTRICT - The Improvements" herein. Payable Both principal of, and redemption premium, if any, on the Bonds are payable in lawful money of the Bank of America National Trust and Savings Association, San Francisco, California, or its successor, as Registrar, Transfer Agent, and Paying Agent (the "Agent'~. Interest is payable by check or draft mailed to the owner of record at the address as shown by the registry records of the Agent or to such address as may have been filed with the Agent for that purpose, as of the fifteenth day next preceding an Interest Payment Date. Registration The Bonds will be issued only as fully registered bonds. The Bonds may be transferred or exchanged at the aforesaid office of the Agent. For every exchange or transfer of any Bonds, the Agent may make a charge sufficient to reimburse itself for any tax or governmental charge required to be paid with respect to such exchange or transfer, and may 4 BART san ' ~ ~ DublinfPleasanton Extension/(DPX) Ramon ,% Phase I ~ , ~n~ra Cas~o van~Assessment ' g S~o~ · ~t~ S~gon ~ : $~ion X~ ~ Pl~/on u~ Ha~d ., · =,w,=-.==.=,,===, BARTExr~nsion lq'.l I-l,l:tlIlI1 I111111I' Existing BART ltns Fretway/Highway Surface Road Existing BART station Fatam BART staff.on make a charge equal to the customary fee charged by the Agent for such transfers or exchanges. If any Bond is mutilated, lost, stolen, or destroyed, the Agent shall execute a new Bond or Bonds of authorized denominations in replacement thereof in the same aggregate principal amount and of the same maturity, as the case may be. In the case of a lost, stolen, or destroyed Bond, the Agent shall require, and in the case of any mutilated Bond may require, satisfactory indemnification prior to authenticating a new Bond. The Agent will charge the owners of the Bonds for its reasonable fees and expenses in connection with replacing mutilated, lost, stolen, or destroyed Bonds. Denominations The Bonds will be issued in multiples of $1,000 denominations or any integral thereof, except that one bond may contain any odd amount. Redemotion Any bond, or any portion thereof in the amount of $1,000 or any integral multiple thereof, may be called for redemption prior to maturity on any March 2 or September 2 upon payment of 103 percent (103%) of par value, plus accrued interest to the date of the redemption or date of payment if surrendered earlier. No interest will accrue on a bond beyond the March 2 or September 2 on which said bond is called for redemption. If a bond is presented for payment and payment is refused because of lack of available funds, however, the bond will continue to accrue interest. Notice of redemption will be given by registered or certified mail or personal service at least 30 days prior to the redemption date. The provisions of part 11.1 of the Bond Act are applicable to the advance payment of Assessments and to the calling of the Bonds. Refunding The Bonds may also be subject to refunding in accordance with provisions of the California Streets and Highways Code. Defeasance The Bonds and the original Assessments shall remain in full force and effect and the Bonds shall be secured by the original Assessments until (1) the Bonds mature, (2) Assessments are prepaid and the Bonds are redeemed, (3) apportionment of the original Assessment occurs pursuant to the Bond Act, or (4) the original Assessments are superseded and supplanted by reassessments and refunding bonds issued pursuant to Division 11 or Division 11.5 of the Streets and Highways Code, at which time the refunding escrow shall become the security for any outstanding Bonds not exchanged for refunding bonds. Any proceeds of sale of any refunding bonds or authorized investment securities purchased with such proceeds may be deposited in escrow, trust, or safekeeping with a bank or trust company and shall be secured in accordance with the laws applicable to funds of the City and shall be invested in Federal Securities. Sources and Uses or Funds The uses of funds shown below relate to the total Assessments levied in the District. SOURCES: Par Value USES: Capital Projects Fund IncidentalsO) Capitalized Interest Fund Special Reserve Fund(2) TOTAL TO ASSESSMENT (2) 1.986,394.79 128,605.21 117,f00.00 117,500.00 !2,350,000.0.0 Incidentals include legal, administrative, printing, underwriting, and other costs associated with the issuance of tile Bonds. Investment earnings to remain in the Special Reserve Fund until the total amount deposited in the Special Reserve Fund equals the Reserve Requirement. ,Priiimii~'ary, subjict to ct~ange. De.b,t Service Schedule The table beIow sets forth the 'annual debt service on the Bonds: Maturity Sentember 1995 1996 1997 1999 2000 2001 ~002 2003 200~ 2005 2006 2007 2008 2009 2010 201 l 20~2 TOTALS PEtn~p~i S 63,000 66.000 70,000 75,000 gO,OOO 86,000 91,000 98,000 105 000 113 000 121000 131 000 141 000 152 000 163 O00 176 000 191 000 20~ 000 322,D00 5~359109q Total, SECURITY FOR THE BONDS Assessment Installments The Bonds are issued and secured by the unpaid Assessments together with interest thereon, and SECURITY FOR THE BONDS Assessment Installments The Bonds are issued and secured by the unpaid Assessments together with interest thereon, and said unpaid Assessments together with interest thereon constitute a trust fund for the redemption and payment of the principal of the Bonds and interest thereon. In addition, all the Bonds are secured by any moneys in the Redemption Agency Fund and the Special Reserve Fund created pursuant to the Resolution and by the unpaid Assessments levied to provide for payment of the principal of and interest on the Bonds. Principal of and interest on the Bonds are payable exclusively out of said Redemption Agency Fund into which all unpaid Assessments will be deposited by the City. Although the unpaid Assessments constitute fixed liens on the lots and parcels assessed, they do not constitute a personal indebtedness of the respective owners of said lots and parcels. Furthermore, there can be no assurances as to the ability of the owners to pay the unpaid Assessments. The unpaid Assessments are payable in annual installments, together with interest on the declining balances on the tax roll on which general taxes on real property are collected, and are payable and become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do said general taxes. For additional pertinent information, the reader is referred to the sections herein entitled 'SPECIAL RISK FACTORS." Snecial Reserve Fund Out of the proceeds of the sale of Bonds, the City will set aside the Special Reserve Fund in an amount equal to five percent (5%) of the par value of the Bonds. The Special Reserve Fund will be held by the Agent and will constitute a trust fund for the benefit of the Bondowners. The Special Reserve Fund will be maintained, used, transferred, reimbursed, and liquidated as follows: (a) Whenever there are insufficient funds in the Redemption Agency Fund to pay the next maturing installment of principal of or interest on the Bonds, an amount necessary to make up such deficiency will be transferred from the Special Reserve Fund, to the extent of available funds, to the Redemption Agency Fund. The amounts so advanced will be reimbursed from the proceeds of redemption or sale of the parcel for which payment of delinquent installments of the Assessments and interest thereon has been made from the Special Reserve Fund. (b) If any Assessment or any portion thereof is prepaid prior to the final maturity of the Bonds, the amount of principal of the Assessment to be prepaid will be reduced. The proportional reduction of the Assessment shall equal the ratio of the total amount initially provided for the Special Reserve Fund to the total amount represented by bonds in the improvement proceedings. The reduction in the amount of principal prepaid shall be compensated for by a transfer of like amount from the Special Reserve Fund to the Redemption Agency Fund. All proceeds from investment of moneys in the Special Reserve Fund will remain in the Special Reserve Fund until the balance therein is equal to, as of any date of calculation, an amount not to exceed $164,000 (the '~eserve Requirement'% Thereafter, all such 7 (d) proceeds in excess of the Reserve Requirement will be transferred to the Redemption Agency Fund. When the balance in the Special Reserve Fund is sufficient to retire all Bonds then outstanding (whether by advance retirement or otherwise), the amount of the Special Reserve Fund will be transferred to the Redemption Agency Fund, and the remaining installments of principal and interest not yet due will be canceled without payment, and the Special Reserve Fund will be liquidated upon the retirement of the Bonds. Investment of Funds Moneys in the Capital Projects Fund, Redemption Agency Fund, and the Special Reserve Fund will, whenever practicable, be invested in Authorized Investments, maturing on a date prior to which such moneys are expected to be required. Any income therefrom or interest thereon will accrue to and be deposited in the fund from which said moneys were invested, subject to the provisions of the Resolution. Limited Obligations of the City Unon Delin{mencv Under the Bond Act, the City can determine, prior to issuing the Bonds, whether or not it will obligate itself to advance available funds from the City treasury to cure any deficiency which may occur in the Redemption Agency Fund. The City has determined, pursuant to Section 8769(b) of the Bond Act, that it will not obligate itself to advance available funds from the City treasury to cure any deficiency which may occur in the Redemption Agency Fund. If a delinquency occurs in the payment of any Assessment installment, the City has a duty to transfer from the balance, if any, in the Special Reserve Fund to the Redemption Agency Fund, the amount of the delinquency. This duty of the City continues during the period of delinquency, until reinstatement, redemption, or sale of the delinquent property. If, during the period of delinquency, there are insufficient funds in the Special Reserve Fund to meet all such delinquencies, a delay may occur in payment to the Owner of the Bonds or there may be insufficient funds to make such payments. See also the following section entitled 'SECURITY FOR THE BONDS - Covenant to Commence Superior Court Foreclosure" herein. Covenant to Commence Suoerior Court Foreclosure The Bond Act provides that in the event any Assessment or installment is not paid when due, the City may order the institution of a court action to foreclose the lien of the unpaid Assessment. In such an action, the real property subject to the unpaid Assessment may be sold at judicial foreclosure sale. This foreclosure sale procedure is not mandatory. In the Resolution, however, the City covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced and thereafter diligently prosecuted, an action in the Superior Court to foreclose the lien of any Assessment or installment thereof not paid when due, pursuant to and as provided in sections 8830 to .8836, inclusive, of the Bond Act, subject to the following procedures: Not later than the succeeding October 1, the City will institute civil actions in Superior Court to foreclose the lien of Assessment on all properties delinquent in an amount of $1,000 or more (including penalties and interest) if the sum of uncured Assessment delinquencies exceeds five percent (5%) of the Assessments posted to the tax roll for the preceding fiscal year, and if the amount in the Special Reserve Fund is less than the Reserve Requirement, and thereafter will vigorously prosecute the same to. completion. The Assessments levied in these proceedings shall have the same lien priority as ordinary ad valorera property taxes. All of the foregoing notwithstanding, the City may, in any particular case, elect to advance the amount of any delinquency (excluding penalties and interest) to the Redemption Agency Fund. In that event, the City need not initiate the foreclosure action. In such a case, the City may reimburse itself from the payment of delinquent Assessments that are paid on the property for its advance plus penalties and interest. Prior to July 1, 1983, the right of redemption from foreclosure sales was limited to a period of one year from the date of sale. Under legislation, effective July 1, 1983, the statutory right of redemption from such foreclosure sales has been repealed. A period of 120 days must elapse after a court adjudges and decrees a lien against the lot or parcel or land covered by an Assessment, before the notice of the sale of such parcel can be given. Furthermore, if the purchaser at the sale is the judgment creditor, i.e. the City, an action may be commenced by the delinquent property owner within six months after the date of sale to set aside such sale. The constitutionality of the aforementioned legislation which repeals the one-year redemption period has not been tested and there can be no assurance that, if tested, such legislation will be upheld. In the event such Superior Court foreclosure or foreclosures are necessary, there may be a delay in payments to Bondowners pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale; it is also possible that no bid for the purchase of the applicable property would be received at the foreclosure sale. See the section entitled '~3PECIAL RISK FACTORS" herein. The Aooraisal An appraisal of the land within the District (the "Appraisal'~ has been prepared by Hector Leslie and Associates (the "Appraiser'% According to the Appraisal, the aggregate value of the real property assessed in the District as of , is $ The Appraisal is based upon a variety of assumptions and limiting conditions. Such assumptions and limiting conditions include the following: A. Preparation was based upon available data that appeared to be reasonably correct. Information in the Appraisal was carefully checked and is believed to be correct. In the event that any inaccuracies or inconsistencies occur, the appraiser reserves the right to review his final value conclusion. No responsibility is assumed for legal matters. It is presupposed that title to the property is marketable and that it is free and clear of all liens and encumbrances unless otherwise specified in the body of this report. The fee paid for this appraisal is in no way contingent upon the final value conclusion and the appraiser states that he had no direct or indirect interest in the subject property. Parcel area calculations are based upon the Alameda County Assessor's records and the engineering firm of Wilsey and Ham, as to the size of the subject parcels. 9 A legal description or title report for the subject parcels under appraisal was furnished. Supplied data was relied upon in the appraisal. Unless otherwise stated, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection. The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated. The appraiser, however, is not qualified to test that such substances, such as asbestos, urea formaldehyde, foam insulation, or other hazardous substances or environmental conditions, may affect the value of the property. The value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such condition, nor for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in the field of environmental impacts upon real estate if so desired. The ratio of the aggregate land value to the total confirmed unpaid assessment lien for the respective parcels assessed in the District is times. A summary of the Appraisal, which contains conclusions of retail market value estimates and sets forth assumptions of the Appraisal, is contained in "APPENDIX B - SUMMARY OF THE APPRAISAL." A complete copy of the Appraisal is available for inspection at the office of the City Clerk of the City during the period of the offering. Direct and Overlapoin~ Debt CITY OF DUBLIN ASSESSMENT DISTRICT #91-1 1991~92 Assessed Valuation: $6,695,144 DIRECT AND OVERLAPPING BONDED DEBT: % Aoplieable Debt 5/1/92 San Francisco Bay Area Rapid Transit District 0.004% $12,616 Alameda County Superintendent of Schools 0.011 859 Alameda County Building Authorities 0.011 27,001 Oakland-Alameda County Coliseum 0.006 749 Alameda County Flood Control District, Zone #7 0.064 355 Dublin Joint Unified School District 0.469 18,289 Dublin Joint Unified School District Certificates of Participation 0.469 2,275 City of Dublin Certificates of Participation 0.475 77,734 City of Dublin Assessment District #91-1 100. . (1) East Bay Regional Park District 0.006 3,491 Bay Area Pollution Control District 0.002 2 TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT $143,371 Less: Oakland-Alameda County Coliseum 749 TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $142,622 (1) Excludes 1915 Act Bonds to be sold. Ratios to Assessed Valuation: Direct Debt ..................... 0.% Total Gross Debt ................. 2.14% Total Net Debt ................... 2.13% 10 SPECIAL RISK FACTORS General The Bonds are limited obligation improvement bonds of the City payable from installment payments of principal and interest on the Assessments on the Assessment Parcels levied annually and collected at the same time and in the same manner as property taxes. In order to pay debt service on the Bonds, it is necessary that unpaid installments of Assessments on land within the District are paid in a timely manner. The City will establish a Special Reserve Fund in the amount of five percent (5%) of the original proceeds of the Bonds, which will be used to pay delinquent Assessment installments should they occur. All proceeds from investment of moneys in the Special Reserve Fund will remain in the Special Reserve Fund until the balance therein is equal to the Reserve Requirement. The Assessments are secured by a lien on the parcels of land and the City can institute foreclosure proceedings to sell land with delinquent installments for the amount of such delinquent installments in order to obtain funds to pay debt service on the Bonds. Failure by owners of the parcels to pay installments of Assessments when due, depletion of the Special Reserve Fund, or the inability of the City to sell parcels which have been subject tO foreclosure proceedings for amounts sufficient to cover the delinquent installments of Assessments levied against such parcels may result in the inability of the City to make full or punctual payments of debt service on the Bonds and Bondowners would therefore be adversely affected. The Assessments are obligations of the Assessment Parcels. Unpaid Assessments do not constitute a personal indebtedness of the owners of the lots within the District. There is no assurance the owners will be able to pay the Assessment installments or that they will pay such installments even though financially able to do so. The City has no obligation to advance funds to pay debt service on the Bonds in the event Assessment installment collections are insufficient except from amounts on deposit in the Special Reserve Fund. The values of the Assessment Parcels may be adversely affected by a number of factors including, for example, a failure to complete the Improvements; lack of progress and development of the Assessment Parcels; naturally occurring conditions such as earthquakes, destructive storms, or drought; and imposition of legal restrictions to development. Development of parcels within the District, transfers of property ownership, and certain other circumstances could result in prepayment of Assessments. Such prepayment would result in redemption of all or a portion of the Bonds prior to their stated maturities. Limited City Obligation Unon Delinquency The City's liability to advance moneys to pay debt service on the Bonds in the event of delinquent Assessment installments shall not exceed the balance in the Special Reserve Fund. The City has determined, pursuant to Section 8769(b) of the Bond Act, that it will not obligate itself to advance available funds from the City treasury to cure any deficiency which may occur in the Redemption Agency Fund. 11 Property Taxes All property taxes are paid current on all parcels in the District as of the date of this Official Statement. Factors Which May Affect Land Development The majority of the property within the District is undeveloped. The proposed development of this property and property values may be affected by changes in general economic conditions, fluctuations in the real estate market, and other factors. No assurance can be given that the development proposed in the District and described herein will be completed. In addition, the proposed development is subject to local, state, and federal regulations. Approval may be required from various agencies from time to time in connection with the layout and design of proposed development in the use, zoning, and other matters. Although no such delays are anticipated, failure to meet any such future regulations or obtain any such approvals in a timely manner could delay or adversely affect the proposed development in the District which, in turn, could, depending upon the circumstances, adversely affect property values. Concentration of Ownership All of the property within the District to be assessed is owned by four property owners (the ':Property Owners"). Three of the four property owners intend to develop their land consistent with current zoning requirements. For more information about the Property Owners, see 'THE ASSESSMENT DISTRICT - The Property Owners" herein. There may be subsequent transfers of ownership of the property prior to development. Failure of the owners of undeveloped property to pay the annual assessments could result in the rapid depletion of the Special Reserve Fund prior to replenishment from delinquency redemptions after a foreclosure sale. In that event, there could be a default in payments of the principal of, and interest on, the Bonds. Disclosures to Future Purchasers The District has recorded a notice of the Assessment lien in the Office of the Treasurer-Tax Collector of the County of Alameda. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Assessment obligation in the purchase of a parcel of land or lending of money thereon. Failure to disclose the existence of the Assessments may affect the willingness and ability of future owners of property within the District to pay the Assessments when due. Failure to Develop Properties Failure to develop all or some of the properties within the District could adversely affect the desire of the Property Owners to pay the annual assessments. In that event, there could be a default in the payment of principal of, and interest on, the Bonds. Appraised Value The Appraisal was prepared for the purpose of estimating the retail and market value of the fee 12 simple interest in the property in the District as of In arriving at the estimate of retail value, the Appraiser assumed that the property in the District will be developed in accordance with existing land use approvals and that the Developers will obtain all necessary approvals for such development. Should future conditions and events develop such that the assumptions made by the Appraiser are not realized, the value of the property within the District would likely be reduced from that estimated by the Appraiser. See '~.PPENDIX B - Summary of the Appraisal" herein for a description of other assumptions made by the Appraiser. No assurance can be given that should one or more parcels become delinquent in the payment of Assessments, and be foreclosed upon and sold for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Assessments. Parity Taxes and Special Assessments The Assessments and any penalties thereon will constitute a lien against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes levied by other agencies and is co-equal to and independent of the lien for generfil property taxes regardless of when they are imposed upon the same property. There are no existing fixed special assessment liens or special taxes on the parcels in the District. The Assessments have priority over all future special assessments and other private liens imposed on the property except, possibly, for liens or security interests held by the Resolution Trust Corporation or the Federal Deposit Insurance Corporation. See '~ankruptcy and Foreclosure" below. The City has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property within the District. In addition, the property owners within the District may, without the consent or knowledge of the District, petition other public agencies to issue public indebtedness secured by special taxes or assessments. Any such special taxes may have a lien on such property on a parity with the Assessments. See "SECURITY FOR THE BONDS - Direct and Overlapping Debt" herein. Tax Delinouencies Assessment installments, from which funds necessary for the payment of annual installments of principal of and interest on the Bonds are to be derived, will be billed to each property against which there is an unpaid Assessment on the regular property tax bills sent to the owners of such property. Such Assessment installments are due and payable at the same time, and generally bear the same penalties and interest for nonpayment, as regular property tax installments. Assessment installment payments generally cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills, as evidenced by property tax delinquencies, may also indicate an unwillingness or inability to make regular property tax payments and Assessment installment payments in the future. As of _[date], according to the records of the County Treasurer-Tax Co!lector's Office, there were no delinquencies in the payment of property taxes within the District. 13 Bankruntcv and Foreclosure The payment of property owners' Assessment installments and the foreclosure by the City of the lien on a delinquent unpaid Assessment may be limited by bankruptcy, insolvency, or other laws, local, state, or federal, generally affecting creditors' rights, or by the laws of the state relating to judicial foreclosure. Although bankruptcy proceedings would not cause the Assessment liens to become extinguished, bankruptcy of a property owner could result in a delay in the City instituting Superior Court foreclosure proceedings. Such delay could increase the likelihood of a delay in payment of the principal of and interest on the Bonds, and the possibility of delinquent Assessment installments not being paid in full. Bond Counse!'s approving legal opinion, to be delivered concurrently with the delivery of the Bonds, will be qualified as to the enforceability of the various legal instruments by bankruptcy, reorganization, ~insolvency, or other similar laws affecting the rights of creditors generally. THE ASSESSMENT DISTRICT The District The property to be assessed within the District consists of developed and undeveloped land zoned for commercial and industrial use and is owned by four property owners. The Assessment calculations are based on the benefits to be derived, from the improvements (see 'THE ASSESSMENT DISTRICT - The Improvements'l, by the Assessment parcels. See "APPENDIX A - BOUNDARY MAP AND ASSESSMENT DIAGRAM" herein. The Property Owners BJ Dublin Commercial, a California Limited Partnership, owns the largest property included in the Assessment District. The property consists of 13.38 gross acres and was subdivided into six legal parcels and one half of unimproved Sierra Lane. A final map was approved by the City Council on , 1992 and recorded by the County of Alameda on , 1992. The property is undeveloped and has been held for investment purposes by the partnership and related entities since 1978. Current development plans include 40,000 square feet of retail at the western end of the property fronting onto Dougherty Road, 72,000 square feet of multi-use/auto service space, and 52,000 square feet of mini-warehouse space on the most northern section of the property which is removed from the street frontage. The General Partners of the partnership have long time business ties to the area. Arthur Bridges owned four car dealerships in the Fremont and Hayward areas and has extensive residential development experience in Fremont, Martinez, Fairfield, Fresno, and commercial development experience in Hayward and Fremont. Before establishing his own land development company, John Moore headed the Northern California Division of Shapeli Industries, Inc., a major homebuilder and commercial developer based in Milpitas. Presently, his development company is handling both residential and commercial development projects in Alameda and Contra Costa Counties. Dublin Commercial II, a California Limited Partnership, is the owner of a 1.88 acre property within the Assessment District. The property is currently undeveloped and was acquired by the partnership in 1988 at the time that:the City of Dublin began discussing the extension of Dublin Boulevard. The construction of the road will transform the property from one with no visibility and 14 insignificant frontage to a property with good road frontage on two sides. The property is proposed to be marketed to an end user immediately following the ground breaking for the construction of the Dublin Boulevard Extension. D.M. Nohr owns an improved 1.40 acre parcel within the Assessment District. The site is improved with a vacant automobile dealership and related facilities totaling 9,967 square feet.. Current plans are for the conversion and renovation of this property into a recreational vehicle sales and rental facility. Kanaris Vongelatos, et. al. is the owner of two legal parcels totalling 0.66 acres. A long-term lease on the property has been signed with Chevron, which plans to construct a service station following the completion of the Dublin Boulevard extension. The triple net lease will provide an annual revenue stream of $96,000. The Improvements The proceeds of the bonds will be used to acquire right-of-way and to construct certain roadway improvements, as described below. The construction of the westerly one-half of the road which is to be on either side of the Chabot Channel. The limits of these improvements are from the end of the existing cul- de-sac north to the improvements of Dublin Boulevard extended, the reconfiguration of the cubde-sac to a through street and changing of the driveway entrance at Scarlett Court to street curb returns. The construction of the extension of Dublin Boulevard from Dougherty Road to Tract 4978. The five foot widening on the east side of Dougherty Road from Dublin Boulevard extended north to Tract 4978. All those proposed public improvements within Tract 4978 and the proposed Tract 5900, including curbs, gutters? sidewalk, pavement, street monuments, drainage, street lights, landscaping, signs, striping, irrigation and related miscellaneous improvements on Dougherty Road and Dublin Boulevard extended. Method of Soreadinll Assessments The Assessments are apportioned in the following manner: The amounts to be assessed against the parcels of property to pay the costs and expenses of the work and improvements are based upon the benefits to be derived by the properties within the District. See "APPENDIX A - Boundary Map and Assessment Diagram." The total Assessment to be levied against any parcel of land in the District shall be the sum of the amounts determined by the following formula: 1. Parcels owned or to be acquired by public agencies shall not be assessed. 2. Construction costs to be assessed against each parcel shall be equal to the estimated 15 costs of the public improvements that have been or would be required by the City as a condition of development of said parcels. In the case of a group of parcels that will be treated as a single development, the assessment computed for that development shall be spread to each parcel in proportion to parcel area. All construction costs in excess of those described above shall be contributed to the District by the City. Right of way acquisition costs to be assessed against each parcel shall be equal to the estimated value of rights of way that have been or would be required by the City to be dedicated as a condition of development of said parcels. In the case of a group of parcels that will be treated as a single development, the assessment computed for that development shall be spread to each parcel in proportion to parcel area. All right of way acquisition costs in excess of those described above shall be contributed to the District by the City. Incidental expenses related to construction shall be spread to each parcel in the District, and to the City, in proportion to the total amounts assessed to said parcels and contributed by the City, under 2 above. Incidental expenses related to the acquisition of right of way from parcels being assessed' shall be spread to each parcel in the assessment district in proportion to the total amounts assessed to said parcels under 3 above. All right of way incidental expenses in excess of those described above shall be contributed to the District by the City. Incidental expenses related to the assessment district proceedings shall be spread to each parcel in the District in proportion to the total amounts assessed to said parcels for all other items. A summary of the spread of Assessments, the appraised valuation of the assessed properties within the District as of , and the value-to-lien ratio of the properties are shown below: Value- Assessment/ Assessor's Unpaid Appraised to-Lien Diagram No. Owner Parcel No. Assessments Valuation Ratio(i) 1 BJ Dublin Commercial 941-0550-036-00 $448,270.00 2 BJ Dublin Commercial 941-0550-040-00 334,708.00 3 BJ Dublin Commercial 941-0550-041-00 340,685.00 4 BJ Dublin Commercial 941-0550-042-00 264,977.00 5 BJ Dublin Commercial 941-0550-043-00 195,247.00 6 BJ Dublin Commercial 941-0550-044-00 314,785.00 7 Kanaris Vongelatos, et. al. 941-0550-009-15 135,171.00 8 Kanaris Vongelatos, el.a!. 941-0550-010-13 101,378.00 10 D.M. Nohr 941-0550-012-07 144,990,00 11 Dublin Commercial II 941-0550-039-00 69,789.00 Environmental Review Procedures of the California Environmental Improvements have been completed. Quality Act which are applicable to the 16 PR'2 -92 'TUEi7:56 'RnUSOHER PIERCE REFSNES FAX NO. 14158960210 v. uz Land Use atl{1.. Zoning TI~e City's General Plan designates the parcels within the District as commercial and industrial zoned for retail, warehouse and light industrial, Utl,lity Services It is expected that utility service will be available for development of the undeveloped parcels of the District. Current plans are to extend all utility lines to the undeveloped property concurrently with the construction of the road improvements (see 'THE .ASSESSMENT DISTRICT - The Improvements"). Water S~Vply The availability of water permits can greatly affect property values in the City. The Dublin San Ramon Services District currently plans to extend water lines to the undeveloped property of the District concurrently with the construction of the proposed road improvements (see 'THE ASSESSMENT DISTRICT - The Improvements'D. It i.s expected that water permits will be granted for development of tlte undeveloped property of the District. See "APPENDIX B - Summary of the Appraisal" heroin. Eadhquakes There are active earthquake faults throughout the San Francisco Bay Area creating some level of seismic risk for oil properties. The nearest fault to the District is the Calmeras fault. lying .approximately one and one-half miles west of the District. CONCLUDING INFORMATION Legal Opln.{on All proceedings in connection with the issuance of the Bonds are subject to the approval of Sturgis, Ness, Brunsell & Sperry, a professional corporation, Emeryville. California, Bond Counsel for the City. The opinion of Sturgis, Ness, Bruinell, & Sperry, attesting to the validity of the Bonds, shall be suppiled free of charge to the original purchaser of the Bonds. A copy of the legal opinion, certified by the official in whose office the origtnal is filed, will be printed on each Bond. The statements of law and legal conclusions set forttl in the Official Statement under the h~ading 'THE BONDS" heroin have been reviewed by Bond Counsel. Bond Counsel's engagement is Iimited to a review of. the legal procedures required for the authorization of tl~e Bonds and the exemption of interest on the Bonds from income taxation. See 'Tax Exemption" herelm The opinion of Bond Counsel will not 'consider Or extend to any documents, agreements, representations, official statements. or other material of any kind concerning the Bonds. including this Official Statement, not mentioned in this paragraph. Payment of Bond Counse!'s fee in connection with this issuance of the Bonds is contingent upon the issuance and de!ivory of the Bonds, For the complete text of the Bond Counsel Opinion, see "APPENDIX D - Opinion of the Bond Counsel" hereto. 17 '~PR-2t-92 TUE 17:57 R~USOHER PIERCE REFSNES FaX NO. 14158960210 P. 03 Exemptloll In the opinion of Bond Counsel, subject, however. to the qualifications set forth below, under existing law, interest 'on the Bonds and received by the owners of the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. provided, however. that for the purpose of computing the alternative minimum tax imposed on such corporations (as defined for federal income tax purposes). such interest is taken into account in determining certain income and earnings, aI~.d the Bonds are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the 'X2ode'~ such that, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Code), a deduction for federal income tax purposes is allowed for 80 percent of that portion of such financial institutions' interes~ expense silocable to the interest on the Bonds. The opinions set forth in the preceding sentences are subject to the condition that the City comply with. all requirements of the Internal Revenue Code of I986 (the 'Y2ode'~ tlmt must be satisfied subsequent to the delivery of the Bonds in order that such interest be, or contintm to be, excluded from gross income for federal income tax purposes. The City has covertanted to comply with certain restrictions designed to assure compliance with each such requirement. Failure to comply with certain of such requirements may cause the inch~sion of such interest in gross income for federal income tax purposes to be retroactive to the date of delivery of the Bonds. Bond Counsel expresses no opinion regarding other federal tax consequences arising with respect to the Bonds. Prospective purchasers of the Bonds should also be aware that, under existing law. an amount equal to 75 percent of the amount (referenced below as the 'kAdJusmd Current Earnings Preference') by which adjusted current earnings exceed alternative minimum taxable income is added to alternative minimum tmxable income. Interest otherwise excluded from gross income. such as interest on tl~e Bonds, is included. in adjusted current earnings. Prospective purchasers of the Bonds should also be aware that (i) section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds or, in the case of a financial institution, that portion of the Bond Owner's interest expense allocated to interest payable with respect to the Bonds, (ii) with respect to insurance companies subject to the tax iml3osed by section 831 of the Code, for taxable years beginning after December 31, 1986, section 832(b)(5)(B)(t) reduces the deduction for loss reserves by 15 percent of the sum of certain items, including interest payable with respect to the Bonds. (iii) for taxable years beginning before January 1, 1992, interest payable with respect to the Bonds earned by some corporations could be subject to the environmental tax imposed by section 59A of the Code. (vi) interest payable witIt respect to the Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by section 884 of the Code, (v) passive investment income, Including interest payable with respect to the Bonds, may be subject to federal income tax~ati0n under section 1375 of tt~e Code for subchapter S corporations that have subchapter C earni.gs and profits at the dose of the taxable year if greater than 25 percent of the gross receipts of such subchapter S corporation is passive investment income, and (vi) section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account. in determining gross income, receipts or accruals of interest payable with respect to the Bonds. In the further opinion of Bond Counsel, such interest on the Bonds is exempt from California personal income taxes. 18 Absen.e:e or LttIgatJol~ There is no action, suit, or proceedings known by the City to be pending or threatened restraining or enjoinlag tile delivery of the Bonds or in any way contesting or affecting the validity of the Bonds or any delivery thereof. A no litigation certificate executed by the authorized representatives of the City will be delivered to the Underwriter simultaneousIy with the delivery of the Bonds, NO Ra~.ing The City has not applied for, and does not contemplate making, appIication to any rating agency for the assignment of a rating to the Bonds. Und. erwriting. The Underwriter of the Bonds has purchased the Bonds from the City at a price of $ ...... . The purcllase agreement relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased, the obligation to make such purchaser being subject to certain terms and conditions set forth in said purchase agreement, the approval of certain legal matters by Bond Counsel and certain other conditions. The public offering prices may be changed from time to time by the Underwriter. The Undezwriter may offer and soil Bonds to certain dealers and others at prices lower than the offering prices stated in the section entitled 'THE BONDS." Mise_ellane.o_.us All quotations from,, and summaries and explanation of, the Resolution and other statutes and documents contained heroin do not purport to be complete, and reference is made to said documents, Resolution, and statutes for full and complete statements of their provisions. This Official Statement is submitfed only in connection with the sale of the Bonds by the City. AII estimates, assumptions, statistical information, and other state. meats contained heroin, While taken from sources considered reliable, are not guaranteed by the City or the Underwriter. The information contained heroin should not be construed as representing all conditions affecting the City or the Bonds. The execution and deI. ivery of this OfficiaI Statement have been authorized .'by the City. CITY OF DUBLIN By: City Manager 19 SHEET I OF I LEGE/VP ,~ ·/'z8., ,~/' ' ' ~o - y - . o%% · ..,,~ '~'~/~,',,') '~ ~. · . .. FAC:ILZTIES OISTRICTS AT PAGE/';;J(~ IN THE OFF;ICE OF 'PROPOSED BOUNDARY OF DUBLIN BOULEVARD · EXTENSION ASSESSMENT DISTRICT 9 1-1 CiTY OF DUBLIN, ALAMEDA COUNTY, CALIFORNIA SCALE: 1',= 100° ,=~.~,~l.~;~-~,~.~,~;~ DECEMBER 1991 SHEET I OF I FKN """" """' ~ ~"~ ,, / ©f ~ '~' '~c. , ~ ~ ~ r~,,,~,~,~ ~ ""'~, "- ~ ~ ~/~ ~ ~. ~ ~ .~r' N ~rr~. (~ ~,~,~ ~/,) SAZD ~s=ss~ (Ne~*~'~ 71}~ ~y~t~T~ TO THZ ASSZSS~Z~ ROLL RZCORDED IN THE OFFICE' Or THZ DIR CTOR OF ~ ~ ~ ~/~ ~ ~ZZO ~NST ~ P~Z~ or ~o SH~ ON T~IS ~SgSS~ OZ~- ~, ~ , X~ J9 / ~g Or ~XFO~IA ,,~..,. ~ .,, o, .~x , ,,~ , ,, ~ ASSESSMENT DIAGRAM OF DUBLIN BOULEVARD ~ou~ or q~o,c~oc~ L~ z. ~oo~ Z o ~s o~ ""~'"%',~:%2~"~}~.Z~%t~'~J~Z%~.t~ ~~~ EXTENSION ASSESSMENT DISTRICT 9 1-1 ~ CITY OF DUBLIN, ALAMEDA COUNTY, CALIFORNIA - 4.~' ' ' ~ ~ ~ JAN. 1992 C~ Or ~DA, 5TATX OF ~l~ ~ SCALE: fEB 28 1~ APPENDIX B - SUMMARY OF THE APPRAISAL APPENDIX C - GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION OF THE CITY CITY OF DUBLIN General Economic and Demographic Information The following information about the City of Dublin is presented as general background information. The Bonds are payable solely from the Assessments and other sources as described in the Official Statement and are not a debt of, nor payable by, the City. General The City of Dublin is located in the Tri-Valley area of Alameda County. The City is bordered to the south by the City of Pleasanton and to the north by the City of San Ramon. The City is 35 miles southeast of San Francisco, 395 miles north of Los Angeles and is within a twenty-five minute drive from San Jose and Oakland. The City was incorporated on February 1, 1982 and is governed by a Council-Manager form of government. The City Council has five members all elected at large, each councilmember serving a term of four years. The Mayor is selected by the City Council from among its members. Interstate Freeways 580 and 680 intersect in Dublin and allow easy access to the stable economy of the San Francisco Bay Area. Residential areas are located 125 to 360 feet above sea level with average temperatures of 80 degrees in the summer and 60 degrees in the winter. City Growth At the time of its incorporation in 1982, the City covered 4.1 square miles. Since that time, the City has annexed 434 acres of land to the west which is primarily residential in nature and 2,713.47 acres of primarily governmentally-owned land to the east and now covers 9.02 square miles. Pol}ulation The following table presents population data for the City, Alameda County and the State of California since 1987. CITY, COUNTY AND STATE POPULATION DATA Year City of Dublin Alameda County State of California - 1987 20,918 1,215,033 27,331,099 1988 21,940 1,235,587 27,995,773 1989 23,554 1,252,425 28,662,249 1990 23,408(1) 1,274,712 29,557,835 1991 23,500(2) 1,293,036 30,351,029 Source: California Department of Hnance Annual Reports. (1) Disputed 1990 Census results. (2) Estimate. C-1 Labor Relations The City currently contracts with public and private entities to provide many of its services. The City has 36 full-time positions. The City's Recreation Department uses temporary part- time employees. Its staffing level varies between 20 - 35 employees. Additionally, the City has 52 persons providing services pursuant to four contracts. The City does not have any labor organizations which represent City employees. Property Taxation City property taxes are assessed and collected by Alameda County (the 'Uounty') at the same time and on the same rolls as the County, all special district and school district taxes are collected. Assessed valuations are based upon 100 percent of market value at the time of sale and are limited to an increase of two percent per year. The value of improvements to property is added to assessed value at 100 percent of cost. For assessment and collection purposes, property is classified either as "secured" or '~ansecured", and its listed, accordingly, on separate parts of the assessment roll. The "secured roll" is that part of the assessment roll containing State assessed property, and property the taxes on which are a lien on real property, are sufficient, in the opinion of the County Assessor, to secure payment of the taxes. All other property is assessed on the '~nsecured roll': The following table presents a summary of assessed valuations in the City for fiscal years 1988-89 through 1991-92. ASSESSED VALUE Fiscal Year SECURED UNSECURED UTILITY 1988-89 $ 962,867,790 $84,339,466 $1,812,200 1989-90 1,086,479,184 94,717,004 1,812,200 1990-91 1,195,196,327 90,697,434 4,536,700 199 1-92 1,3 13,093,355 92,332, 101 4,536,700 Source: Alameda County Auditor-Controller. Economic Structure The City has approximately 800 commercial businesses serving the Tri-Valley area ranging from large department stores and discount stores to small individualized service stores. The Stoneridge Shopping Center is located across 1-580 approximately one mile from the City. Employment The table on the page shows the major employers in the City. C-2 Employer County of Alameda Dublin Unified School District Lucky Store Inc. Hexcel Corporation United States Dept. of Justice Smith-Kline Beecham Unisource Montgomery Wards Target Stores Mervyn's Tele-Vue Systems, Inc. Shamrock Ford National Food Laboratory MAJOR EMPLOYERS Industry County Jail Education Headquarters for Retail Grocery Co. Mfg. Honeycomb Resins, Adhesives & Glass Federal Correctional Institute Medical Laboratory Wholesale Paper Products Distribution Department Store Retail Department Store Department Store Cable Television Auto Dealer Food Laboratory Employees 500 375 300 300 295 201 200 190 167 115 100 86 85 Source: City of Dublin, Dublin Chamber of Commerce The following table shows employment figures for Alameda County for the years 1986 through 1990. ALAMEDA COUNTY EMPLOYMENT Annual Average (in thousands) 1986 1987 198.8. 1989 199.Q Civilian. Labor Force 638.0 639.8 662.9 692.0 675.7 Employment 599.3 607.2 632.2 662.8 647.6 Unemployment 38.7 32.6 30.7 29.2 28.1 Unemployment Rate 6.1% 5.1% 4.6% 4.2% 4.2% Source: California Employment Development Department. Commercial Activity The following table summarizes the annual volume of taxable transactions within the City since 1986. C-3 CITY OF DUBLIN TAXABLE TRANSACTIONS (Thousands of Dollars) 1986 1987 Apparel Stores $ 11,681 $ 13,968 General Merchandise Stores 39,746 43,183 Drug Stores 7,042 8,724 Packaged Liquor Stores (1) (1) Food Stores 32,780 15,821 Eating & Drinking Places 24,356 26,305 Home Furnish and Appliances 23,439 28,565 Building Material and Farm 27,705 26,765 Implements Auto Dealers and Auto Supplies Service Stations 15,088 15,737 Other Retail Stores 38,409 41,844 Retail Stores Totals All Other Outlets 1988 1989 1990 $ 14,920 $ 16,011 $ 17,630 56,072 62,383 68,573 (1) (1) (1) (1) (1) 3,658 15,443 16,397 14,885 30,233 27,541 26,548 43,231 48,688 51,211 31,305 36,188 33,098 128,390 120,050 116,696 113,929 121,088 16,748 17,417 19,752 62.285 63.476 67.687 348,636 340,962 386,933 402,030 424,130 59.131 68.800 82.793 87.248 88.221 Total All Outlets $ 407,767 $ 409,762 $ 469,726 $ 489.278 $ 507.351 Source: California State Board of Equalization. (1) Sales omitted because their publication would result in the disclosure of confidential information. Building and Construction The following table shows the value of building permits issued in the City between 1987 and 1991. C-4 Residential New single-dwelling New multi-dwelling Additions, alterations Total Residential Non-Residential New commercial New industrial Other Additions, alterations Total Non-Residential TOTAL VALUATION Number of new dwelling unit Single dwelling Multi dwelling CITY OF DUBLIN BUILDING PERMIT VALUATION (Thousands of Dollars) 1987 1988 1~89 1990 1991 $ 28,482 $ 4,182 $12,803 32,974 7,740 21,025 1.442 2,299 3.278 0 $ 0 5,320 5,500 2,553 1,900 62.898 14.221 37.106 7.873 7.400 4,309 550 602 3,790 1,128 350 0 0 0 0 782 1,359 496 870 979 11.509 6,172 4.315 5,213 4.249 16.950 8,082 5.413 9.873 6.356 $ 79,848 $ 22,303 $ 42,519 $ 17,746 $ 17,756 251 25 73 0 0 492 204 430 66 . 6~ Total Units 743 229 503 ... 66 69 . Source: Economic Sciences Corporation. Community Facilities · The Dublin Library is one of the 12 branches of the Alameda County Library System. The Library is a well-used resource in the community and, as a result of City funding and support, the facility is open seven days a week. The entire system provides access to approximately 800.000 volumes. The City also operates the Shannon Community Center and Dublin Senior Center. These facilities provide space to accommodate various community meetings, instructional classes, and recreational activities. These facilities are also rented to area residents for social functions, such as wedding receptions and public dances. The Dublin Civic Center also provides meeting space for community groups. In addition to the public facilities located in Dublin, several privately owned businesses provide recreational opportunities for area residents. Due to the City's location, it has become a central point for the location of various entertainment-related businesses. This includes an ice skating rink, a bowling alley, and two large movie theater complexes containing a total of 14 screens. C-5 Hosnitals The City does not have a hospital within City limits; however, nearby hospitals such as San Ramon Regional Medical Center located in San Ramon, Valley Memorial Hospital located in Livermore, Valley Care Medical Center located in Pleasanton and Kaiser Permanente hospital located in Walnut Creek are among those serving the City of Dublin. Churches Churches located in the City include the following: Church of Jesus Christ of Latter-Day Saints Dublin Christian Church Eagles Nest Christian Fellowship of No. California John Knox Presbyterian Church Lutheran Church of the Resurrection - ELCA Parkway Baptist Church St. Phillip Lutheran Church St. Raymond's Catholic Church Tri Valley Chinese Bible Church Tri Valley Church of God Valley Christian Center Valley Bible Church Financial Institutions Financial institutions located in the City include the following: Bank of America Community First National Bank Great Western Bank Home Savings of America Homestead Savings Sanwa Bank of California Security Pacific Bank Tri-Valley National Bank Wells Fargo Bank Education The Dublin Unified School District provides kindergarten through 12th grade education within the City. Its boundaries are contiguous with those of the City. The district operates Dublin High School, Wells Intermediate School, and Fredericksen, Nielsen, and Murray Elementary Schools. There are also three private schools located within the City. Valley Christian Center operates the Valley Christian School, a kindergarten through 8th grade program, located at a former public school site. The Valley Christian Center also operates a high school located on Christian Center property in the western foothills. St. Raymond's Catholic Church has recently implemented a school C-6 which operates a kindergarten through 5th grade program. St. Raymond's has plans to increase its curriculum through the 8th grade in the upcoming years. St. Phillips Lutheran Church operates an elementary school. Los Positas College provides post-secondary education and is operated by the South County Community Colleges District. East Bay colleges and universities include the University of California at Berkeley, California State University at Hayward, Mills College, St. Mary's College, Holy Names College and John F. Kennedy University in Orinda. In addition, Stanford University, the University of Santa Clara and Hastings College of Law are all within an hour's drive of the City. Transportation The City is located at the intersection of Interstate 580 and Interstate 680. These interstates serve as major transportation corridors to and from the City. Oakland International Airport is within a 20 minute drive. BART has approved the extension of a line from Hayward to the City. Current projections are that the service could be in place as early as 1995. BART currently provides express bus service from the City to its Hayward station. Local bus service and Para-Transit service is provided by the Livermore Amador Valley Transit Authority (LAVTA). This is a joint powers authority with representatives from the cities of Dublin, Livermore, and Pleasanton and from Alameda County. Utilities Gas & Electric - Pacific Gas and Electric Telel~hone - Pacific Bell Cable Television - Viacom Cablevision Garbage Service - Dublin-Livermore Disposal, which is a division of Oakland Scavenger Company ("OSC'% OSC is currently owned by Waste Management Inc., which provides collection services and operation of the sanitary landfill. The landfill is not located in the City. Water and Sewer - These services are provided by Dublin San Ramon Services District. Parks and Recreation The City's Recreation Department is responsible for providing recreation programs for the residents of the City. Programs are offered on a quarterly basis and are publicized through the '~jchedule of Recreation Classes and Programs" mailed to residents four times a year. The Department currently offers programs in the following areas: Preschool Classes (2-5 year) Leisure Enrichment (All ages) Afterschool Playground program (1-6 grades) C-7 Summer Playground Program (6-12 years) Summer Youth Employment Program (13-21 years) Special Events Volleyball Leagues (Adult) Teen Programs (trips & Dances) Senior Citizen Programs There are currently 57 acres of developed parkland within the City, as follows: Alamo Creek Park Dolan Park Dublin Sports Grounds Kolb Park Mape Park Shannon Park & Community Center Stagecoach Park Dublin Swim Center In addition, 100-acres of open space has been designated for a future park. The City has also entered into a Facility Use and Development Agreement with the Dublin Unified School District which has resulted in improvement and maintenance of selected school district athletic facilities by the City. C-8 APPENDIX D - FORM OF OPINION OF BOND COUNSEL EUGENE K. STURGIS ( ] 892-1976 ) EDWIN N. NESS ROBERT BRUNSELL SAMUELA. SPERRY DANIEL C. BORT PHILIP D. ASSAF Law Offices of STURGIS, NESS, BRUNSELL & SPERRY a professional corporation 2000 Powell Street, Suite 1690 Post Office Box 8808 Emeryville, California 94608-1804 (800) 543-6500 (510) 652-7588 FAX: (510) 652-0190 OPINION OF BOND COUNSEL LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF DUBLIN DUBLIN BOULEVARD EXTENSION ASSESSMENT DISTRICT 91-1 SERIES NO. 91-1 We have acted as bond counsel'for the City of Dublin for the issuance of improvement bonds representing unpaid special assessments in Dublin Boulevard Extension Assessment District 91- 1. We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. We have not independently verified questions of fact but have relied on the certifications of public officials. Nor have we reviewed the accuracy or sufficiency of the offering material related to the sale of the bonds. Based on our examination, we are of the following opinion: 1. The unpaid assessments in Dublin Boulevard Extension Assessment District 91-1 were validly levied and now constitute a lien on the parcels of land assessed, as provided in the Municipal Improvement Act of 1913 of the State of California. Bonds representing the unpaid assessments were validly issued under the provisions of the improvement Bond Act of 1915.of the State of California. 2. The bonds are valid special obligations of the City of Dublin payable solely from the redemption fund, into which are placed all sums received from the collection of installments of principal and interest on the unpaid assessments. The bonds are enforceable in accordance with the Improvement Bond Act of 1915. '3. Interest on the bonds is not includable in the gross income of the bondholder for purposes of federal income taxes under existing statutes, regulations and court decisions. Interest on the bonds is not a preference item for federal individual or corporate alternative minimum taxes, but is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Interest on the bonds is exempt from State of California personal income taxes.' The Opinion of Bond Counsel Page 2 federal tax-exempt status of bond interest depends upon continuing compliance by the issuer with the arbitrage covenant contained in the Resolution Authorizing Issuance of Bonds. 4. The rights of the bondholders and the enforceability of the bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, heretofore or hereafter enacted. EnfOrcement of the bonds may be subject to the exercise of judicial discretion in accordance with general principles of equity. STURGIS, NESS, BRUNSELL & SPERRY a professional corporation By: Dated as of May 27, 1992 Robert Brunsell