HomeMy WebLinkAboutReso 03-17 Joint Community Agreement with DSRSD and Dublin Crossing RESOLUTION NO. 03 — 17
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
******************
AUTHORIZING EXECUTION OF A JOINT COMMUNITY FACILITIES AGREEMENT AMONG THE
CITY OF DUBLIN, DUBLIN SAN RAMON SERVICES DISTRICT, AND DUBLIN CROSSING, LLC
WHEREAS, the City of Dublin ("City") has conducted proceedings under the Mello-Roos
Community Facilities Act of 1982 to form the City of Dublin Community Facilities District No. 2015-1
(Dublin Crossing) and will be conducting proceedings to issue taxable or tax-exempt debt to finance
certain public facilities and certain capital fees; and
WHEREAS, the public facilities to be financed includes certain facilities to be owned and
operated by Dublin San Ramon Services District ("District"), and the capital fees to be financed
include certain District fees as described in the Joint Community Facilities Agreement with the City
and Dublin Crossing, LLC ("Developer"); and
WHEREAS, the District authorized, via Resolution 63-16, the Joint Community Facilities
Agreement between the City, District, and Developer, and declared its willingness to cooperate with
the City in accomplishing the financing of certain of its facilities and District fees through the City of
Dublin Community Facilities District No. 2015-1 (Dublin Crossing; and
WHEREAS, the agreement cites that the District, the Developer and the City wish to provide
that the funds generated through the CFD proceeding are solely for the purpose of payment for
certain District facilities, certain District fees, and other facilities and fees, that each local agency shall
be solely and separately responsible for all other aspects of planning, acquiring, constructing,
reconstructing, furnishing, equipping, and owning its own facilities.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby
finds, determines and resolves as follows:
1. The Joint Community Facilities Agreement (attached hereto as Exhibit A) by and among
the City of Dublin, Dublin San Ramon Services, District, and Dublin Crossing LLC is hereby
determined to be beneficial to future residents/customers within the CFD and is therefore
approved.
2. The City Manager is hereby authorized to make non-substantive changes thereto, as
approved by the City Attorney, and the City Manager is hereby authorized and directed to
execute said agreement on behalf of the City of Dublin.
PASSED, APPROVED AND ADOPTED this 10th day of January 2017, by the following vote:
AYES: Councilmembers Biddle, Goel, Gupta, Hernandez and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:
Reso No. 03-17, Adopted 01/10/2017, Item No. 4.4 Page 1 of 2
ayor
ATTEST:
City Clerk
Reso No. 03-17, Adopted 01/10/2017, Item No. 4.4 Page 2 of 2
•
JOINT COMMUNITY FACILITIES AGREEMENT
This Joint Community Facilities Agreement, dated as of , 2016, among the Dublin San
Ramon Services District(the"Local Agency"),Dublin Crossing,LLC(the"Developer") and the
City of Dublin(the"City") (collectively referred to herein as the "Parties"and individually as a
"Party")is made under the City of California Government Code Section 53316.2.
WHEREAS,the City has conduct proceedings under the Mello-Roos Community Facilities Act of
1982 (the "Act") to form the City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing)(the"CFD")and will be conducting proceedings to issue taxable or tax-exempt debt,in
one or more series, in one or more improvement areas, to finance certain public facilities (such
facilities hereinafter called the "Facilities"), which include certain Facilities to be owned and
operated by the Local Agency(the"Local Agency Facilities")and certain capital fees(the"Local
Agency Fees"), and certain Facilities to be owned and operated by other local agencies that enter
into a joint community facilities agreement with the City and the Developer (the "Other Local
Agencies"); and
WHEREAS, the Governing Board of the Local Agency and the City Council of the City have,
prior to the execution of this Agreement,duly considered the contents of this Agreement and have
each determined, by resolution,that the execution of this Agreement would be beneficial; and
WHEREAS,the Local Agency is willing to cooperate with the City in accomplishing the financing
of the Local Agency Facilities and Local Agency Fees to be authorized by the CFD; and
WHEREAS,the Parties wish to provide that the funds provided through the CFD proceedings are
solely for the purpose of payment for the Local Agency Facilities, the Local Agency Fees, and
other Facilities, and that each local agency shall be solely and separately responsible for all other
aspects of planning, acquiring, constructing,reconstructing, rehabilitating, furnishing, equipping,
and owning its own Facilities..
NOW,THEREFORE,the Parties agree as follows:
1. This Agreement is determined to be beneficial to future residents/customers of the Local
Agency within the CFD and in the best interests of the City and the future residents of the area
within the CFD.
2. The above recitals are agreed to by the Parties.
3. Pursuant to Government Code Section 53316.2,the City has conducted proceedings under
the Act to form the CFD and will conduct proceedings to issue taxable and tax-exempt debt, in
one or more series, in one or more improvement areas within the CFD, by and through the CFD
1
(the "Bonds"), to authorize the financing of, among other Facilities,the Local Agency Facilities
and the Local Agency Fees,which Local Agency Facilities and Local Agency.Fees shall be those
shown on Exhibit A,attached hereto and incorporated herein by this reference.
4. For Local Agency Facilities, upon completion of the Local Agency Facilities and the
inspection and approval of the Local Agency Facilities by the Local Agency in accordance with
the Local Agency's policies and procedures, the City shall pay the Developer the purchase price
of the Local Agency Facilities (which is the actual costs of the Local Agency Facilities)from the
proceeds of the Bonds and the levy of special taxes in the CFD.
5. For Local Agency Fees, the CFD shall reimburse the Developer from proceeds of the
Bonds and the levy of special taxes in the CFD for the Local Agency Fees paid by the Developer
to the Local Agency.
6. The City shall administer all aspects of the CFD, including employing and paying all
consultants,annually levying the special tax and all aspects of paying and administering any Bonds
which may be issued in respect of the CFD and any improvement area located therein, and
complying with all State and Federal requirements appertaining to the proceedings, including the
requirements of the United States Internal Revenue Code. The Local Agency will cooperate fully
with the City with respect to the requirements of the Internal Revenue Code and to the extent
information is required of the Local Agency to enable the City to perform its disclosure and
continuing disclosure obligations with respect to the Bonds, although the Local Agency will not
participate in nor be considered a participant in the Mello-Roos proceedings(other than as a Party
to this Agreement) nor will it, for any purpose, be or be considered to be an issuer of the Bonds.
The City is required to obtain a provision equivalent to this paragraph in all joint community
facilities agreements with Other Local Agencies with respect to the Bonds.
The Local Agency shall have no obligation or responsibility whatsoever with respect to the
issuance and sale of Bonds with respect to the CFD (or any improvement area located therein) or
the payment of the principal thereof and interest thereon, or the levy of the special taxes provided
for in this Agreement to provide for the payment of such principal and interest. The City shall be
responsible for all such matters in accordance with the CFD proceedings themselves. All amounts
of special taxes that are required to pay debt service on the Bonds issued by and through the CFD
and any improvement areas located therein shall be collected by the County of Alameda for and
on behalf of the City.
7. The Parties acknowledge that neither the Local Agency nor the City has any obligation to
defend this Agreement or the City or the CFD in the face of any challenge to any aspect of the use
of CFD proceeds for funding the Local Agency Facilities and Local Agency Fees. The Developer
shall indemnify, defend (with counsel reasonably chosen by the Local Agency, at the Local
Agency's option), and hold the Local Agency and its employees, officers, agents and
boardmembers harmless against all claims which arise out of the CFD, the development being
facilitated thereby, this Agreement, or in connection with the parties' performance of their
respective obligations under this Agreement. This indemnity will not extend to any claim arising
solely from the Local Agency's failure to perform its obligations under this Agreement. The
provisions of this Section 7 will survive any termination of this Agreement.
2
.................... .. ..
8. The Local Agency hereby consents to the formation of the CFD(and any current and future
improvement areas located therein) in conformance with this Agreement with the understanding
that the City will take each and every step required for or suitable for consummation of the
proceedings, the levying, collecting and enforcement of the special taxes, and the issuance, sale,
delivery and administration of Bonds,all without binding the Local Agency or obligating the Local
Agency's funds.
9. This Agreement may be amended by a writing duly authorized, executed and delivered by
the Parties, except that no amendment may be made after the issuance of Bonds of the CFD that
would be detrimental to the interests of the bondholders without complying with all of the
bondholder consent provisions for the amendment of the bond resolutions or bond indentures or
like instruments governing the issuance, delivery and administration of all outstanding Bonds.
10. All notices or other communications that may be given under this Agreement shall be in
writing and shall be served personally,or by certified or first class mail,postage prepaid,addressed
as follows,or to such other address as either party may provide to the other party in writing:
THE LOCAL AGENCY: Dublin San Ramon Services District
•
7051 Dublin Blvd.
Dublin, California 94568
Attn: General Manager
CITY: City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attn: City Manager
DEVELOPER: Dublin Crossing,LLC
500 La Gonda Way, Suite 100
Danville, CA 94526
Attn: Gregory Glenn
11. Should any term or provision of this Agreement be determined to be illegal or in conflict
with any law of the State of California, the validity of the remaining portions or provisions shall
not be affected thereby, and each term or provision of this Agreement shall be valid and be
enforced as written to the full extent permitted by law.
12. This Agreement shall inure solely to the benefit of the City, the Local Agency, and the
Developer, and shall create no rights in any other person or entity.
13. This Agreement may not be assigned to another party without the written consent of all
parties hereto.
14. In case any one or more of the provisions contained herein shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof.
3
15. The validity, interpretation and performance of this Agreement shall be governed by the
laws of the State of California applicable to contracts made and performed in California, without
application of conflict of law principles.
16. This Agreement may be executed in several counterparts,each of which shall be an original
and all of which shall constitute but one and the same instrument.
4
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above
written.
DUBLIN SAN RAMON SERVICES DISTRICT
By:
Title:
CITY OF DUBLIN
By:
Title:
DUBLIN CROSSING,LLC,
A Delaware limited Liability Company
Q•,: rvsok / A46/.:,
a Pa 14. /,L..Vea4 /10‘;44 4014.7060...7 i 7i N�llf w jet,r-
By:
Name: <7nr.,4 Zoid/
Title: -�
By:
Name: 64 Otz-Y (/1,6(J N
Title:
ay. Dr.'4i N
Ge ,PGl..c Or' ,A,..jriCsea 4'6 6f.A• eIs-y9 s
YYle 14.4 er
G► Aria l_c,�
&I T.pc),"b
71y► . IMv.,K 6®r
L/
H:�Board12016110-04 161Approve JCFAUCFA Final Agreemenxdocx
//a44.7 e: ttAA1•11)1 MtS Pt-S t
EXHIBIT A
DESCRIPTION OF THE
LOCAL AGENCY FACILITIES
AND LOCAL AGENCY FEES
Facilities to be owned by Local Agency constructed in connection with the development of the
property located in the CFD (as it currently exists and as it may be expanded through annexation
of the Future Improvement Area), and all hard and soft costs of the facilities, including, but not
limited to, site acquisition, construction, planning, design, engineering, legal services, materials
testing, coordination, surveying, construction staking, construction inspection and any and all
appurtenant facilities and appurtenant work relating thereto, including,but not limited to:
• Backbone Sanitary Sewer improvements(including,but not limited to,trench dewatering,
sewer main, laterals,monitoring manholes,manholes,pavement,and striping).
• Backbone Potable Water improvements(including,but not limited to,water mains, stubs,
valves,air vac,blow off,fittings,fire hydrant assemblies,thrust blocks,cap,and striping).
• Backbone Recycled Water improvements (including, but not limited to, water mains,
stubs,valves,air vac,blow off,fittings,thrust blocks, cap,and striping).
• Relocation and/or modifications to existing sanitary sewer,potable water or recycled water
facilities located within the project area that are required to provide on-going utility service
to the existing US Army base.
Local Agency Fees include capital fees payable to the Local Agency, including:
• Water Capacity Reserve Fee. Water Meter Assembly Fee.
• Wastewater Capacity Reserve Fee.
A-1