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HomeMy WebLinkAboutReso 12-15 Dublin Crossing Deposit & Reimb Agmt RESOLUTION NO. 12 - 15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * AUTHORIZING THE CITY MANAGER TO EXECUTE A DEPOSIT AND REIMBURSEMENT AGREEMENT WITH DUBLIN CROSSING VENTURE LLC WHEREAS, in accordance with subsection (c) of Section 53318 of the California Government Code (the "Code"), a petition (the "Petition") containing the matters prescribed by Section 53319 of the Code, has been filed with the City Clerk of the City of Dublin (the "City Clerk") by Dublin Crossing Venture LLC (the "Developer"), and representing that the Developer is the sole owner of certain real property situated within the City of Dublin (the "City") shown as Improvement Area No. 1 on an exhibit map attached to the Petition as Exhibit A thereto (the "Exhibit Map ") and WHEREAS, the Petition requests that proceedings be initiated and conducted pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following of the Code; hereafter in this resolution, the "Act") to establish a community facilities district to be known as "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing)" ("CFD No. 2015-1"), in order to provide for the financing of a portion of the cost and expense of acquiring, constructing and installing certain authorized public capital improvements and the reimbursement of certain authorized fees (the "Authorized CFD Public Improvements"); and WHEREAS, subsection (d) of Section 53318 of the Code specifies that the Petition shall not be acted upon prior to the time that the City receives a deposit of funds sufficient to compensate the City for all costs incurred in conducting the requested proceedings; and WHEREAS, to provide the terms and conditions under which (a) the Developer will make an initial deposit and subsequent deposits if needed, (b) the City will utilize the funds deposited to pay its costs to be incurred in conducting the requested proceedings (the "Proceedings Costs"), and (c) the City will include in its estimate of costs to be financed by CFD No. 2015-1, whether from bond proceeds or directly from proceeds of special taxes, the full amount of deposits made by the Developer for the payment of such Proceedings Costs, a form of Deposit and Reimbursement Agreement has been prepared, filed with the City Clerk and submitted to the members of this City Council for consideration at this meeting; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Deposit and Reimbursement Agreement and directs the execution and delivery thereof by the City Manager on behalf of the City; provided that, prior to such execution, the Deposit and Reimbursement Agreement may be modified to reflect changes mutually agreed upon by the City Manager and the Developer, with such mutual agreement to be conclusively evidenced by execution of the Deposit and Reimbursement Agreement by both parties. Reso No. 12-15,Adopted 1-20-15, Item 8.1 Page 1 of 2 PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote: AYES: Councilmembers Biddle, Gupta, and Mayor Haubert NOES: Councilmember Hart ABSENT: None ABSTAIN: None Mayor ATTEST: 4 4, /9_ City Clerk Reso No. 12-15,Adopted 1-20-15, Item 8.1 Page 2 of 2 Exhibit A City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) DEPOSIT AND REIMBURSEMENT AGREEMENT Recitals A. The parties to this Agreement are the CITY OF DUBLIN (the"City"), a municipal corporation of the State of California (the "State"), and DUBLIN CROSSING VENTURE LLC, a Delaware limited liability company (the "Developer"). B. The effective date of this Agreement shall be the date on which the City receives a signed petition as described in paragraph C. C. The City has provided the Developer with a form of petition (the "Petition"), and the Developer has indicated its intention to sign and submit the Petition to the City, requesting that the City initiate and conduct proceedings for establishment of a community facilities district,pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Act") to be known as "Community Facilities District No. 2015-1, City of Dublin, County of Alameda, State of California" ("CFD No. 2015-1"), and to issue and sell special tax bonds of the City, acting on behalf of CFD No. 2015-1 (the "Bonds") pursuant to the Act upon the security of the unpaid special tax revenues derived from the levy of the landowner-voter approved special tax levied upon the taxable property in CFD No. 2015-1 to finance the cost and expense of acquiring, constructing and installing certain authorized public capital improvements and the reimbursement of certain authorized fees (together, the "Authorized CFD Public Improvements"). Attached to the Petition as Exhibit A is a proposed boundary map for CFD No. 2015-1,which shows the entirety of the area ultimately to be included in CFD No. 2015-1,with Deposit and Reimbursement Agreement 1 Exhibit A a specified portion of that area to be designated as "Improvement Area No. 1," as delineated by a boundary line shown on Exhibit A, and with the remainder of the area, shown with a cross- hatched pattern and designated as "Future Annexation Area." The Petition further requests that (a) the initial boundary of CFD No. 2015-1 be established to include only Improvement Area No. 1 and (b) the future annexation of sequential portions of the Future Annexation Area be approved by proceedings of the City Council to be conducted pursuant to Chapter 3.5 of the Act concurrently with the proceedings for the establishment of CFD No. 2015-1. D. In the event the City is able to accomplish sale and delivery of the Bonds on terms and conditions satisfactory to the City, the City intends to utilize the proceeds of sale thereof to (1) reimburse the Developer for any deposit made pursuant to this Agreement and (2) finance the acquisition, construction and installation of and the reimbursement for the Authorized CFD Public Improvements,including certain authorized incidental expenses of CFD No. 2015-1 and the Authorized CFD Public Improvements, together with the costs of issuance of the Bonds. With respect to the issuance of the Bonds,the parties hereby expressly acknowledge that the Bonds will be issued in separate and sequential series,with each series of the Bonds to be payable from and secured solely by the special taxes levied upon and collected with respect to taxable property situated within a specified improvement area,with the first such series of Bonds to be payable from and secured solely by the special taxes to be levied upon and collected with respect to taxable property situated within Improvement Area No. 1. E. In consideration for the mutual undertakings of the parties stated herein, the parties agree as follows: Deposit and Reimbursement Agreement 2 Exhibit A Agreement 1. The foregoing Recitals are true and correct, and the parties expressly so acknowledge. 2. The City agrees to establish and maintain a special fund to be known as the "Dublin Crossing Development Fund" for CFD No. 2015-1 (the "Dublin Crossing Fund"). Forthwith following execution of this Agreement, the Developer agrees to make an initial deposit in the amount of$50,000 to be deposited by the City in the Dublin Crossing Fund. From the proceeds of the initial deposit and all subsequent deposits, if any, made by the Developer, the City is authorized to disburse amounts from the Dublin Crossing Fund, from time to time, to pay preliminary and incidental costs and expenses incurred by the City in connection with the City's proceedings to implement the proposed financing. Without limiting the generality of the foregoing, the City may disburse amounts from said fund to pay third party invoices from consultants retained by the City to assist the City in the implementation of the proposed financing. In the event that the balance in said fund is drawn down to an amount of less than $5,000, the City may notify the Developer of such fact, and the Developer shall forthwith cause the City to be provided with an additional deposit as requested by the City to assure the continued availability of funds for the payment of such preliminary expenses. 3. The City agrees to proceed with all due diligence in conducting and completing the legal proceedings,leading to recording of a notice of special tax lien respecting the special tax obligation imposed upon the various taxable parcels of land within Improvement Area No. 1 of CFD No. 2015-1, as a foreclosable lien upon such parcels. In preparing the estimate of the costs and expenses to be financed by the special tax and the Bonds, the City shall include an Deposit and Reimbursement Agreement 3 Exhibit A amount estimated to be sufficient to reimburse the Developer for the full amount of the deposits made and to be made by the Developer pursuant to this Agreement. Thereafter, but only to the extent determined by the City to be feasible on the basis of the City's policies respecting the limitation of the principal amount of bond financing as a fraction of the appraised market values of taxable property within CFD No. 2015-1, the City agrees to make allowance in the sizing of the Bonds for the reimbursement of such deposits;provided that it is expressly acknowledged by the Developer that this provision shall not be construed to obligate the.City to provide for such reimbursement if doing so would result in non-compliance with the City's policies respecting the limitation on the principal amount of bond financing as a fraction of the appraised market values of the subject taxable property within CFD No. 2015-1, and under no circumstances shall the City be obligated to provide for such reimbursement from any source other than the proceeds of sale of the Bonds of CFD No. 2015-1. 4. Subject to compliance with the City's policies, the City shall utilize its best efforts to implement the proposed establishment of CFD No. 2015-1, to designate the Future Annexation Area, and to accomplish issuance and sale of the Bonds to finance the authorized purposes of CFD No. 2015-1, including but not limited to reimbursement to the Developer for any deposits made by the Developer pursuant to this Agreement and to acquire, construct and install the Authorized CFD Public Improvements. The Developer acknowledges that the City Council of the City (the "City Council") retains complete discretion over the terms and conditions of issuance of the Bonds and that if for any reason the Bonds are not issued on terms and conditions deemed satisfactory to the City, the Developer will have no right to recover any amounts deposited hereunder. If the City Council determines to abandon the proceedings for the formation of CFD No. 2015-1 or the issuance and sale of the Bonds, any amounts deposited Deposit and Reimbursement Agreement 4 Exhibit A by the Developer hereunder which have not been spent and which are not held to cover future payments for which the City is obligated will be returned to the Developer. 5. In discharging its obligation to use its best efforts to accomplish a public offering and sale of the Bonds, the City intends to accomplish such offering and sale through a negotiated sale to Prager & Co.,LLC, the bond underwriting firm which has been selected by the City (the "Underwriter"). To enable the City,the City's Disclosure Counsel, the City's Financial Advisor and the other financing professionals for CFD No. 2015-1,to prepare an Official Statement to be utilized in connection with Underwriter's public offering of the Bonds, the Developer agrees to provide such financial information,property value and ownership information, appraisal reports, development plan and development financing plan information, and such other information as the City, Disclosure Counsel, the Financial Advisor and the Underwriter may consider material in connection with preparing the Official Statement and determining feasibility and structure of the proposed bond issue. Such reports and information shall be provided to the City, Disclosure Counsel, the Financial Advisor and to the Underwriter, and the actual cost and expense of the Developer shall be eligible for reimbursement from proceeds of sale of the Bonds,provided that sufficient allowance has been made in the cost estimate and bond sale for that purpose. Signatures to follow on next Page } Deposit and Reimbursement Agreement 5 Exhibit A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the effective date stated above. CITY OF DUBLIN By Christopher L. Foss City Manager Attest: City Clerk By Caroline Soto DEVELOPER Dublin Crossing Venture LLC, a Delaware limited liability company By: (Name) (Title) 2372439.1 • Deposit and Reimbursement Agreement 6 ... -?"----- ROLAPP FIELDMAN 1 ... &ASSOCIATES *`"•• MMPW4ii,IMWIOreApril0f, LEGISLATIVE BODY COMMENCES PROCEEDINGS T.Ircstgeti.'-jirs-2?: PETITION INITIATED CFD ...177: .„,.,,,,',. ,:t.:::'1*1.0..• F.;=,...J.,..:',00;les.;:icP=.1 IVO".iVtAg*Z1 t:e. 1110p 0!ritA-0.0 ',','0.',14W4t011**:-.44:14.1.4461;:v .#441001 Prepare Report ,.,,,-,,,,,,-Tia.i.i.sy-tiromt•L lir,, Landomm.cs ...-.7,,!„ 40. ,.. , -,Wei1414111.i'td B i2. 1 I r Itegi,ter,(.1 .1,,r, ,',,,!,1m ..,,,,,,-,- .vfx,%,,, E 3. p.t,iiiriit i. ,,,„,.",„ ,,,,,,,,,, ,;.,,,I.t...! „-t, ,,,,,--x:„.,74,,,,,,..f,--vi%r„,,r4P, Public hearing held not Within 90 days -.Lep,,'‘...,004-0i4.**11,Iti.., „ Ili.r.,,'''.,,,,..i less than 30 days or G co.t., i not more than 60 days 1 --i'- '.t.4)%lei$4--P4j.4#14-,'.44°1417.:*147.1 N ''57:11 )41 ,.44iii#11-:7kAltIV;4 J420424,' et.s', --:. .,. ,442,1,f-A7,:aIi:1010 1 ,-`14,I..,,,_.....4.1...,,,r„,' ..-f :. j;i' N.14.44f fRroemsolauctlioopntioofnlonftention H LOCAL AGENCY INITIATED CFD ,I...,,, .t... . 4:ii 7, -,.;z...i'l'.1,3,:,,V, (RnEo ,45-,,,,sig`.,!t....„''..,,,,,'',,.?-0,,,, A...-' r.,..`4,,,,, , E 1. \\rittsn reque,t of 2 Public Hearing) Publish by lsi sbhe fnoort.c e nit milt f"S of 1.... r...latio c R ovrioN--Mailed notice Qt later thDan--7 hod■, (not later than 15 days before E 2. 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Authorize issuance of bonds 74 87'3•www.tieldman.com• ©2004 - k sociates Fieldman,Rolapp&: s . 19900 MacAl Mut Blvd.,- Blvd Suite 1100 hvine,CA 92612 Phone.949.660.'300 Fax 949.4 . .