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HomeMy WebLinkAbout4.3 - 1423 Dublin Crossing Community Facilities Distri Page 1 of 5 STAFF REPORT CITY COUNCIL DATE: May 16, 2017 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Community Facilities District Formation - Dublin Crossing Public Services Prepared by: A. Russell, Asst PW Dir/City Engineer and L. Quint, Attorney EXECUTIVE SUMMARY: The City Council will consider various actions in preparation of the formation of a Community Facilities District for maintenance services at the Dublin Crossing project location. STAFF RECOMMENDATION: Adopt the following Resolutions in the process of creating a Community Facilities District for maintenance services under the Mello-Roos Community Facilities Act of 1982, to be designated City of Dublin Community Facilities District No. 2017-1 (Dublin Crossing – Public Services) 1. A Resolution Adopting Amended and Restated Local Goals and Policies. 2. A Resolution Approving the Boundary Map, including Exhibit A: Proposed Boundaries of City of Dublin Community Facilities District No. 2017 -1. 3. A Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement with Dublin Crossing Venture LLC. 4. A Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes (“Resolution of Intention”). FINANCIAL IMPACT: The adoption of these resolutions has no direct fiscal impact on the City. The costs associated with the formation of a Community Facilities District for maintenance services are borne entirely by the Developer. The Community Facilities District will be self-sustaining, including compensation for the administrative burden of managing it. DESCRIPTION: Page 2 of 5 In November 2013, the City Council adopted the Dublin Crossing Specific Plan for a private development of approximately 189 acres on the southern portion of the Parks Reserve Forces Training Area (Camp Parks). On March 25, 2014, the City of Dublin Planning Commission conditionally approved Vesting Tentative Tract Map 8150, for the Dublin Crossing project (now marketed as the Boulevard project). The subdivision included a condition of approval requiring the formation of an assessment district to fund the ownership and maintenance costs of the public street lights and public median landscaping within the project. The tentative map condition of approval is as follows: “Street Lighting Maintenance Assessment District: The Developer shall form a new Street Landscape and Lighting Maintenance Assessment District (LLMD) for the Dublin Crossings development. The Developer shall provide all exhibits required for the formation of the LLMD. In addition, Developer shall pay all administrative costs associated with processing the formation of the Boulevard LLMD.” The reason for requiring the formation of an assessment district was to create a revenue source to operate and maintain decorative public street lights and the median landscape improvements within the project. The City of Dublin currently has five LLMDs, or assessment districts, two of which fund the operation and maintenance of public street lights throughout the City and three which fund the operation and maintenance of public landscaping associated with specific subdivision developments within the City. Funding for LLMDs is provided to the City via the levy of an annual assessment on properties within the LLMD. The assessment is collected as part of the property tax bill and transferred to the City by the County Tax Collector. Community Facilities District for Public Services On June 2, 2015, the City Council approved the formation and establishment of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (“CFD No. 2015-1”) to provide for the financing of authorized public improvements to be constructed as part of the Dublin Crossing project. CFD No. 2015-1 was only established to fund the construction of improvements and related costs. CFD No. 2015-1 does not include an ongoing funding source for the ownership, operation, and maintenance costs of the authorized public improvements. Once project construction is completed and the City has accepted the public improvements from the Developer, the City will become responsible for the ownership and maintenance costs for the public parks, streets, street lights, and median landscaping. Public street frontage landscaping, as well as all the private streets, private lights, and private common areas, will be the responsibility of the neighborhood home owner associations (HOA). The ownership and maintenance cost of the public street lights and the street median landscaping was to be funded by forming a Landscape Lighting and Maintenance District (LLMD). Page 3 of 5 During the processing of subsequent development applications, including tentative maps for the first phase of neighborhoods within Dublin Crossing, the Deve loper and City Staff discussed the benefits of establishing a Community Facilities District (CFD) to provide for the public services that were to be funded by a Landscape and Lighting Maintenance District (LLMD). Through these discussions, it was decided that formation of a CFD is preferred over the formation of an LLMD, for the following reasons:  A CFD for Public Services may fund 100% of maintenance costs, whereas an LLMD can only fund the “special benefit” received by District property owners and cannot fund the “general benefit” received by non-paying members of the public. In other words, it is difficult to fund 100% of costs.  Recent legal challenges to assessment districts, particularly the “special benefit” finding, have resulted in the invalidation of assessment districts and cities having to reimburse assessments and pay legal fees.  There is no “special benefit” finding required for a CFD. Because of the reasons listed above, and because the CFD for services will provide funding for maintenance and operation of the public street lighting and median maintenance, which is identical to the services that were to be funded by the LLMD per the condition of approval, Staff recommends initiating the proceedings to form Community Facilities District No. 2017-1 (Dublin Crossing – Public Services). Maintenance and Operations Costs The Community Facilities District No. 2017-1 (Dublin Crossing – Public Services) will fund the operation and maintenance of public street lights and median landscaping within the project boundary. Because the project is being constructed in phases, as property is transferred from the United States government to the Developer, the public improvements that will be maintained by CFD 2017-1 will be turned over to the City in phases. The Resolution of Intention (ROI) to form the CFD (Attachment 3) describes the public improvements proposed to be maintained by the CFD pursuant to the Mello -Roos Community Facilities Act of 1982. The Rate and Method of Apportionment (RMA), which is included as Exhibit B of the ROI, sets forth the maximum special taxes that can be levied on the property to be included in the initial boundaries of the CFD. To determine the amount of special taxes needed for maintenance, the Developer provided the total estimated quantities of median landscaping, public street lights, and other associated improvements that would be included in the CFD at initiation (which represents Boulevard Phases 1a and 1b – Neighborhoods 1 through 6). The Developer also provided total build-out quantities that would be maintained by the CFD when the entire project is complete. Improvement Quantities at CFD Initiation Page 4 of 5  Approximately 7,000 square feet of median landscaping, with associated irrigation controller and electrical meter;  Forty-two (42) Public Street Lights, as follows: o Five Dual-Arm Street Lights o Twenty-five (25) Single Arm Street Lights o Twelve (12) Pedestrian Scale Lights Build-Out CFD Quantities  Approximately 20,400 square feet of median landscaping, with four irrigation controllers and electrical meters;  One Hundred Thirty-Nine (139) Public Street Lights, as follows: o Sixteen (16) Dual-Arm Street Lights o One Hundred Three (103) Single Arm Street Lights o Twenty (20) Pedestrian Scale Lights In addition to the annual maintenance costs, the district will fund associated administration costs, utility costs (recycled water and electricity), and a fee charged by Alameda County to include the special tax on the property tax roll. A reserve fund, for the future replacement of the improvements, is also included. Based on the current rates for maintenance services, utilities, staffing and administration, and funding a reserve account, Staff estimated the annual budget at CFD initiation to be $23,433 and the annual budget at build-out to be approximately $70,500. The first project phase includes six neighborhoods and a total of 453 units while the build-out project is proposed at 24 neighborhoods and 1,750 units. In order to provide funding to cover the estimated annual budget, each r esidential unit will pay a maximum special tax of approximately $38 to $57 per year depending on the type and size of the residential unit. Non-residential property and undeveloped property will pay a maximum special tax of $1,600 per acre. The maximum special tax will escalate at four percent (4%) per year; however the annual special tax may be less than the maximum, depending upon the annual budget calculation. Actions for City Council Consideration 1. Adopt a Resolution Adopting Amended and Restated Lo cal Goals and Policies 2. Adopt a Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement 3. Adopt a Resolution Approving the Boundary Map This Resolution designates the CFD as “Community Facilities District No. 2017 -1 (Dublin Crossing – Public Services)” (CFD No. 2017-1), and designates certain additional land as Future Annexation Area. Page 5 of 5 4. Adopt a Resolution of Intention (ROI) to form the CFD This Resolution establishes the City’s intention to form the CFD in the area designated by the Boundary Map and describes the public services proposed to be financed by the CFD pursuant to the Act. The ROI also sets June 20, 2017 as the date for the City Council to conduct a Public Hearing and special election on the matter, and describes the thresholds for voter approval or rejection of the CFD. In this case the project developers and builders are the sole owners of the subject property and there are no registered voters residing on the property. Next Steps Should the City Council approve the ROI, the City Clerk will notice the Public Hearing for June 20, 2017 when the City Council will take the following actions: 1. Hold Public Hearing 2. Adopt a Resolution of Formation of the CFD 3. Adopt a Resolution Calling for Election 4. Conduct Landowner-Voter Election 5. Adopt Resolution Declaring Election Results 6. Introduce Ordinance Levying Special Tax (First Reading) Following the June 20, 2017 meeting, City Staff will continue the various administrative actions required to complete CFD formation and to levy the special tax. At a future meeting, the City Council will adopt the Ordinance Levying Special Tax. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Landowner Petition to Form a Community Facilities District 2. Resolution Adopting Amended and Restated Local Goals and Policies 3. Exhibit A to Resolution - Local Goals and Policies 4. Resolution Approving a Deposit and Reimbursement Agreement 5. Exhibit A to Resolution - Deposit and Reimbursement Agreement 6. Resolution Approving the Boundary Map for Community Facilities District No. 2017-1 7. Boundary Map CFD 2017-1 8. Resolution of Intention to Establish a Community Facilities District, to Designate Future Annexation Area, and Subject to the Required Voter Approval, to Authorize Levy of a Special Tax 9. Exhibit A, B, and C to Resolution of Intention PETITION FOR ESTABLISHMENT OF A COMMUNITY FACILITIES DISTRICT and FOR DESIGNATION OF FUTURE ANNEXATION AREA PURSUANT TO THE MELLO -ROOS COMMUNITY FACILITIES ACT OF 1982 TO THE CITY COUNCIL OF THE CITY OF DUBLIN: Pursuant to Sections 53318 and 53319 of the California Government Code, each of the following owners of property (herein, the "Landowners "), • Dublin Crossing, LLC (the "Developer "); • Brookfield Bay Area Holdings LLC; • Brookfield Wilshire LLC; • CalAtlantic Group, Inc.; and • Brookfield Fillmore LLC, do hereby represent and petition as set forth herein: 1. The Landowners are the sole owner of all of the real property situated within the proposed boundary line for CFD No. 2017 -1 (as defined below) (the "Property "), as shown on the exhibit map attached hereto as Exhibit A and made a part hereof, all of which real property is situated within the incorporated area of the City of Dublin (the "City"). 2. The Landowners hereby represent and warrant to the City that, to the knowledge of the undersigned signatories of each of the respective Landowners, there are no persons, whether individuals or otherwise, residing on or otherwise inhabiting any of the Property. 3, The Landowners hereby petition the City Council of the City (the "City Council') to do the following: 11 a. to initiate and conduct legal proceedings pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act "), to establish a community facilities district to be known as "City of Dublin Community Facilities District No. 2017 -1 (Dublin Crossing — Public Services)" ( "CFD No. 2017 -1 ") to encompass the Property shown on Exhibit A for the purpose of financing the maintenance, operation, and lighting of landscaped streets and street medians (the "Authorized CFD Public Services "); b. to initiate and conduct legal proceedings pursuant to Article 3.5 of the Act, beginning with Section 53339 thereof ("Article 3.5 "), to designate the cross- hatched area shown on Exhibit A as Future Annexation Area (herein, the "Future Annexation Area "), which shall thereby enable, from time to time, the future annexation of all or any portions of the Future Annexation Area to CFD No. 2017 -1 without frrther hearing or further action by the City Council, upon receipt of written unanimous consent and landowner -voter approval of the then owner of such portion of the Future Annexation Area requesting annexation, whether that be any of the Landowners or otherwise, all as prescribed by and in conformity with the provisions of Article 3.5; C, to conduct a landowner -voter election in accordance with the Act to obtain authorization to levy a special tax (the "Services Special Tax ") on the non - exempt property located within the Property of CFD No. 2017 -1. 4. Upon successful completion of the legal proceedings for (1) the establishment of CFD No. 2017 -1, (2) the authorization to annex to CFD No. 2017 -1, from time to time, portions of the Future Annexation Area, and (3) the subject landowner -voter election, the Landowners anticipate that one or more of them will request annexation of portions of the 2 Future Annexation Area as such portions are acquired by the respective Landowner, and that the Landowners will request that the requested annexation property be included in CFD No. 2017 -1. 5. In connection with establishing the special tax rates for CFD No. 2017 -1, the Landowners request and consent to including a provision for the annual increase in the special taxes by four percent (4 9/6) per year. 6. To expedite the completion of the proceedings for the formation of CFD No. 2017 -1 and the authorization to levy special taxes therein, the Landowners, as the 100% owners of the Property, hereby waive all notices of hearings (other than published notices required under the Act) and all notices of election, all applicable waiting periods under the Act for the elections, all ballot analysis and arguments for the elections and all requirements as to the form of the ballots. 7. Compliance with the provisions of subsection (d) of Section 53318 of the Act has been accomplished by a deposit of funds by the Developer with the City, made not later than the date of submission of this petition to the City Clerk, pursuant to a Deposit and Reimbursement Agreement, between the City and the Developer, to pay the estimated costs to be incurred by the City in conducting proceedings for establishment of CFD No. 2017 -1. 8. This petition may be executed in one or more counterparts, which, taken together, shall constitute one original document. Signatures to follow on next Page 3 Dated: April 24, 2017 Respectfully submitted, DUBLIN CROSSING, LLC, A Delaware limited Liability Company By: BrookCal Dublin LLC, A Delaware limited liability company Its: Member By: Name: Its: By: Name: Its: By: SPIC Dublin LLC, A Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., A Delaware corporation Its: Member By: Name: Its: By: L Name: A/1 NIA M I S ASI Its: LEI 111i i V 11ED >2-FA)&AMT A n yE 4 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Contra Costa On 4aod { a(p , 01- 7 before me, Yvonne M. Craves, Notary Public, // ,'y Date Here Insert Name and Title of the Officer personally appeared John Ryan and Gregory Glenn Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. YVONNE M. CRAVE' z Notary Public - Califona Z Contra Costa County >_ Commission 112184834 Ir My Comm. Expires Mar 26, 2021 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o ' 1 seal. Signature T k Signature of Notary Public OPTIONAL hough its section is optional, comp e ing this information can deter alteration o e document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): 11 Partner — 11 Li"ed El General Individual Attorney in Fact El Ll 11 Individual Guardian or Conservator Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): F1 Partner Partner — 11 Lin ed 11 General Individual J Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2015 National Notary Association • www.NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Alameda On April 25, 2017, before me, Elizabeth Neal, Notary Public (here insert name and title of the officer) personally appeared Thomas Burrill and Mandi'Misasi , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i-s/are subscribed to the within instrument and acknowledged to me that he/she /they executed the same in hiskef /their authorized capacity(ies), and that by der /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ELIZABETH NEAL Notary Public — California Z Alameda County Commission # 2181347 Signature My Comm. Expires Mar 20, 2021 (SEAL) 2294 - 00169 \FORM \1227861.1 10/29/14 Dated: April 24, 2017 Brookfield Bay Area Holdings LLC, A Dela, By: Name: Title: By: Name: Title: VP/CFO Dated: April 24, 2017 CALATLANTIC GROUP, INC., a Delaware corporation By: Name: kt, - n-F I Title: By: Name: kALK D VEMSA Title: O UR A T i IJ A L X I LE P KE.S IM T 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 s� _sue : �C.aC_�•.c�<.c�•..�..aC_c�•. ��C� <_s�C.� .: �C. �• s�C_ rC_ c�CS�C..: ��CS�C�• �: 2<_ c��CS�C _� <s�C,rC�Ls�C.rC_aC_���• ;�C.�L.�•.:� .a�C_c�<.�C_w A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Contra Costa On AKxil a �I 4V -7 before me, Yvonne M. Craves, Notary Public, Date Here Insert Name and Title of the Officer personally appeared John Ryan and Gregory Glenn Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to .me that they executed the same in their authorized capacity, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. YVONNE M. CRAVES NotaryPublic - California Z Contra Costa County a Commission # 2184834 My Comm. Expires Mar 26, 2021 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature D Signature of Notary Public OPTIONAL nougn this section is optional, completing this information can deter alteration o e document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑❑ Partner — 11 Lir>i ed E' General Individual Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: Corporate Officer — Title(s): ElPartner — El El Linded General Individual Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02015 National Notary Association • www.NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Alameda On April 25, 2017, before me, Elizabeth Neal, Notary Public (here insert name and title of the officer) personally appeared Thomas Burrill and Mandi Misasi , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i-s/are subscribed to the within instrument and acknowledged to me that he/she /they executed the same in der /their authorized capacity(ies), and that by hider /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ELIZABETH NE AI Notary Public — California Z Alameda County Commission # 2187347 Signature My Comm. Expires Mar 20, 2021 (SEAL) 2294- 00169\FORM\1227861.1 10/29/14 Dated: April 24, 2017 BROOKFIELD WILSHIRE LLC, a Delaware limited liability company By: Brookfield Bay Area Holdings LLC, A Delaware limited liability company, Its Mer °° By: Name: Title: By: Name: Title: Dated: April 24, 2017 BROOKFIELD FILLMORE LLC, a Delaware limited liability company By: Brookfield Bay Area Holdings LLC, A Delaware limited liability company, Its Member By: Name: Title: By: Name: Title: \ /D /CG(1 6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 _� _6, <_.� <!� <. <l -.C. s�<!:CC.:�•.� <.�IUVU_aC.k <_: C C� s� <!aC! <!�...�2_- .�._:� <.r2� <s�<�•.:�C _:�<!:. .:�<_:�<� .:�•..� <_:�<_s�< C. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Contra Costa r� On �I �lP p21� �� before me, Yvonne M. Craves, Notary Public, Date Here Insert Name and Title of the Officer personally appeared John Ryan. and Gregory Glenn Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. YVONNE M. CRAVES i Notary public - California Contra Costa County Commission B 2184834 My Comm. Expires Mar 28, 2021 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. U Signature Signature of Notary Public OPTIONAL l7ough this section is op Iona , comp e ing this information can deter alteration o e document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): El Partner — 1] Individual 1] Trustee ❑ Other: — ❑ Li"ed ❑ General El Attorney in Fact Guardian or Conservator Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑❑ Partner — El Limited 1] General Individual LJ Attorney in Fact El Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02015 National Notary Association • www.NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 aG:a :M.aC_:�C..� ..�• �C_.� ::�CC.� _ aC. aC4C_ �C_ �C. TCCC. r•. rC!: �C. c�C. �C. c�L�CS�'.+�CS�C_s�C_s�C_:�._aC• s�C_aCS�•,:�•./- �C_s�C.�C.aC. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Contra Cost a On � I d � 0 �� before me, Yvonne M. Craves, Notary Public, Date Here Insert Name and Title of the Officer personally appeared John Ryan and Gregory Glenn Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WMCRAVES California z a County n # 2184834 s Mar 26, 2021 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 140-YI-L, )w Signature of Notary Public OPTIONAL hough this section is optional, completing this information can deter alteration o e document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): ❑ Partner — ❑ Individual ❑ Trustee ❑ Other: ❑ Li"ed ❑ General Attorney in Fact 11 Guardian or Conservator Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): 0 Partner — ❑ Lin cd ❑ General Individual Attorney in Fact El Individual El Attorney or Conservator El Other: Signer Is Representing: ©2015 National Notary Association • www.NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907 Exhibit A PROPOSED BOUNDARY MAP A -1 N OsJb OGbv a Z` fl a o d g O E' U 6 Z V a $ � 4 aa o os ubA ¢ F W U2 a 6 fn PQ Z' A w N W z � Sol $ na0z aW a M?/ a7OMaV � o O (� O o 3nM3AV 30aMON i� `'6 9�s 0 0 n. 206 0 a n N � � p anM.7AV a37dd3:1 H i asofamob 3nM7AV BM/NO.lnN GnONMW m z c'<� *L a a S 3nN3AV M0773la000 , ze N Z I � m j p6�o 3nM3AV z3oMVMa33 zNa i tl 3nM3AV 6MVA3 it„��ac.� N N x a >mp� A WAV 8/AVa n m I jm =�gi3 WV � 4 O � 0 ,2 x � 0 3nN3AV S{YVOV W a on0a 3 LW jEj R n ATTACHMENT 2 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * ADOPTING AMENDED AND RETATED LOCAL GOALS AND POLICIES FOR USE OF THE MELLO-ROOS COMMUNITY FACILIITES ACT OF 1982 WHEREAS, this City Council (this “City Council”) of the City of Dublin (the “City”) intends to undertake legal proceedings for establishment of a community facilities district (the “CFD”), the designation of an improvement area and the identification of property for future annexation, all pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”) and, subject to such proceedings and to thereafter obtaining the approval of the qualified electors of the CFD as required by the Act; and WHEREAS, in connection with such intention and in compliance with the requirements of Sections 53312.7 and 53345.8 of the Act, this City Council wishes to adopt amended and restated local goals and policies applicable to the City’s use of the Act; and WHEREAS, a copy of the amended and restated “Local Goals and Policies Concerning Use of the Mello-Roos Community Facilities Act of 1982” (the “Local Goals and Policies”) has been filed with the City Clerk of the City (the “City Clerk”) for consideration and adoption by this City Council, and a copy of the amended and restated Local Goals and Policies is attached hereto as Exhibit A and by this reference incorporated herein; and WHEREAS, in compliance with the requirements of Sections 53312.7 and 53345.8 of the Act, this City Council wishes to adopt the amended and restated Local Goals and Policies. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby: 1. Determine that the amended and restated Local Goals and Policies contain the matters required for compliance with Sections 53312.7 and 53345.8 of the Act; and 2. Adopt the amended and restated Local Goals and Policies in the form on file with the City Clerk, a copy of which is attached hereto as Exhibit A. PASSED, APPROVED AND ADOPTED this 16th day of May, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ ATTACHMENT 2 Mayor ATTEST: _________________________________ City Clerk City of Dublin Local Goals and Policies Concerning Use of Mello-Roos Community Facilities Act of 1982 ═══════════════════════════════ The City Council (the “City Council”) of the City of Dublin (the “City”) has considered and hereby adopts the following in compliance with Section 53312.7 and 53345.8 of the Mello-Roos Community Facilities Act of 1982 (the "Act"). A. General Policy Respecting Use of the Act. As a matter of general policy, the City will utilize the Act for purposes of (1) providing financing to fund public services (2) acquiring and constructing and providing financing for all or a prescribed portion of the cost and expense of public capital improvements (“facilities”) to be owned by the City and any other local agency or public utility providing an essential governmental services to the City and its inhabitants and (3) financing all or a prescribed portion of the estimated cost and expense of maintaining and operating those facilities to be owned by the City to the extend permitted by the Act. It is expressly understood that the contents of these Local Goals and Policies constitute a statement of policies and shall not be construed to constitute a statement of legal requirements or limitations. The City shall look to the provisions of the Act or the City’s adopted municipal code for such legal requirements and limitations. B. Priorities for Use of Act. Reserving the right to make exceptions when circumstances warrant, the City establishes the following priority for use of the Act: 1. Facilities which provide a community-wide benefit to all inhabitants of the City; 2. Facilities needed to serve a community plan or specific plan area that is currently deficient in off-site infrastructure needed to develop the area as planned; that is: "backbone" infrastructure to support already-approved community plan or specific plan areas; 3. Other facilities for which there is a clearly demonstrated public benefit but which benefit is likely to be greater to specific sub-areas of the City rather than community-wide; 4. Other facilities permitted by the Act; 5. The cost and expense of maintaining and operating any of the foregoing facilities; and 6. The cost and expense of financing services designated for funding with the CFD special tax. C. Required Credit Quality. The City Council adopts the requirements of Section 53345.8 of the Act as sufficient minimum standards for the credit quality of any bonds issued pursuant to the Act. D. Disclosure to Property Purchasers. The City Council finds that the statutory requirements of disclosure to property purchasers contained in the Act, most notably, but not limited to, Sections 53328.3, 53328.5 (including the referenced sections of the California Streets and Highways Code), 53340.2 and 53341.5 adequately address this need, and no additional procedures need be imposed by the City. The City Council reserves the right to require additional disclosure procedures in any particular case. E. Requirements for Special Tax Formulas. Except in circumstances warranting a departure from the following, the proposed rate and apportionment of the special tax (the “Special Tax Formula”) for each community facilities district ("CFD") shall comply with the following criteria: 1. The Special Tax Formula shall be structured to produce sufficient annual special tax revenue to pay: (a) annual debt service on special tax bonds which have been issued, if any, (b) reasonable annual administrative expenses of the City in the administration of the special taxes and the bonds, if any, of the CFD and (c) the cost of any services and "pay as you go" programs funded by the CFD special tax. The foregoing shall not be construed to exclude other components which may be considered for inclusion in the annual special tax revenue. 2. Where appropriate, consideration may be given to providing for a backup special tax to protect against unforeseen contingencies, including but not limited to unusual levels of delinquency in the payment of the special tax. 3. The Special Tax Formula may provide for an annual increase in the maximum special tax for residential properties not to exceed two percent (4%) annually and shall provide for prepayment and discharge of that portion of the special tax obligation on any residential properties pertaining to debt service on special tax bonds, if any, as distinguished from that portion of the special tax obligation on such residential properties pertaining to services. 4. The total projected annual special tax revenues, less estimated annual administrative expenses, should generally exceed the projected annual gross debt service on outstanding special tax bonds, if any, plus the amount necessary for services, by ten percent (10%). 5. Absent circumstances warranting a departure from the following, all property within the CFD not otherwise statutorily exempted or owned (or to be owned) by a public entity and to be benefited should bear its reasonable share of the special tax liability. 6. The rate and method of apportionment of the special tax shall be structured to allocate and apportion the special taxes on the basis of reasonableness to all categories and classes of property within the CFD not statutorily exempted. 7. Absent circumstances warranting a departure from the following, the total amount of projected ad valorem property tax and other direct and overlapping debt for the proposed CFD (including estimated CFD charges, projected benefit assessments, levies for authorized but unissued debt and any other anticipated municipal charges which may be included on a property owner's annual property tax bill), including the proposed maximum special tax, should not exceed two percent (2%) of the estimated market value for any single family home, condominium, town home or like residential unit. F. Appraisal Standards. The Appraisal Standards for Land Secured Financings (the "Standards") published by the California Debt and Investment Advisory Commission, originally dated May 1994 and as amended July 2004, are adopted as the appraisal standards for the City. 2713490.2 ATTACHMENT 4 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING 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 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. 2017-1 (Dublin Crossing – Public Services)” (“CFD No. 2017-1”), in order to finance the maintenance, operation, and lighting of landscaped streets and street medians (the “Authorized CFD Services”); 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. 2017 -1, 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. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Deposit and Reimbursement Agreement, a copy of which is attached hereto as Exhibit A, 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. PASSED, APPROVED AND ADOPTED this 16th day of May, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTACHMENT 4 ______________________________ Mayor ATTEST: _________________________________ City Clerk City of Dublin Community Facilities District No. 2017 -1 (Dublin Crossing — Public Services) DEPOSIT AND REIMBURSEMENT AGREEMENT This Deposit and Reimbursement Agreement (this "Agreement ") is entered into as of April 24, 2017, by and between the CITY OF DUBLIN (the "City ") a California municipal corporation and DUBLIN CROSSING, LLC, a Delaware limited liability company, (the "Developer "). City and Developer are collectively referred to herein as the "Parties." Recitals A. The City has initiated proceedings for establishment of a community facilities district, pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act ") to be known as the "City of Dublin Community Facilities District No. 2017 -1 (Dublin Crossing — Public Services) ( "CFD No. 20174 "); and B. 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 all of the landowners within the proposed CFD No. 2017 -1; and C. The Petition requests that proceedings be initiated to establish CFD No. 2017 -1 in order to finance the maintenance, operation, and lighting of landscaped streets and street medians (the "CFD Services "); and D. 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 Deposit and Reimbursement Agreement 1 E. The Parties desire to enter into this Agreement to provide the terms and conditions under which the Developer will make an initial deposit and subsequent deposits if needed and under which the City will utilize the funds deposited to pay its costs to be incurred in conducting the requested proceedings. 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 "CFD Services Fund" for CFD No. 2017 -1 (the "CFD Services 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 CFD Services Fund. From the proceeds of the initial deposit and all subsequent deposits (herein, the "Total Deposits "), if any, made by the Developer, the City is authorized to disburse amounts from the CFD Services 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 establish CFD No. 2017 -1 and to authorize and levy a special tax within CFD No. 2017 -1. Without limiting the generality of the foregoing, the City may disburse amounts from the CFD Services Fund to pay third party invoices from consultants, engineers, and attorneys retained by the City to assist in the establishment of CFD No. 2017 -1, and may disburse funds to reimburse the City for staff time dedicated to the establishment of CFD No. 2017 -1 (the "Proceedings Payments "). 3. In the event that the balance in the CFD Services 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 of not to exceed $25,000 Deposit and Reimbursement Agreement 2 (i.e., the Total Deposit shall not exceed $75,000) as requested by the City to assure the continued availability of funds for the Proceedings Payments. No bonds will be issued by CFD No. 2017- 1. However, CFD No. 2017 -1 shall levy special taxes on developed property at the maximum annual amount allowed by the Rate and Method of Apportionment for CFD No. 2017 -1, and any special taxes not needed for CFD Services shall be used to repay the Developer for the Total Deposits. The repayment of the Total Deposits may occur over time as special taxes are collected. The repayment of the Total Deposits does not constitute a debt of the City, but is payable only to the extent of special taxes collected that are not needed to pay CFD Services. 4, 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 CFD No. 2017 -1, as a foreclosable lien upon such parcels. 5. Developer acknowledges the Proceedings Payments do not include any additional fees and charges required by law, ordinance or resolution to be paid to City by Developer, such as application fees, inspection fees, and other processing fees for entitlements or permits that may be required. The expenses for which this Agreement applies are those costs not already covered by the applicable application and processing fees which fees shall be paid in the amounts and at the appropriate time consistent with the City's municipal code requirements. 6. This Agreement, including any exhibits hereto, may be amended only by mutual written agreement of the Parties. 7. City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing Deposit and Reimbursement Agreement 3 contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer. 8. Any action by any Party to this Agreement shall be brought in the appropriate court of competent jurisdiction within the County of Alameda, State of California, notwithstanding any other provision of law which may provide that such action may be brought in some other location. This Agreement shall be construed and enforced in accordance with the laws of the State of California. 9. Each Party acknowledges that this Agreement sets forth all covenants, promises, conditions and understanding between the Parties regarding the matters set forth herein, and there are no promises, conditions, or understanding either oral or in writing between the Parties other than as set forth herein. This Agreement may be executed in counterparts, all of which shall be considered one document. 10. No waiver by a Party of any provision of this Agreement shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a Party of any remedy provided in this Agreement or at law shall not prevent the exercise by that Party of any other remedy provided in this Agreement or at law. 11. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements whether oral or written. Both Parties have had an equal opportunity to participate in the drafting of this Agreement. The usual construction of an agreement as to the drafting party shall not apply to this Agreement. Signatures to follow on next Pages Deposit and Reimbursement Agreement 4 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 Attest: City Clerk IC Caroline Soto Deposit and Reimbursement Agreement 5 Christopher L. Foss City Manager DEVELOPER DUBLIN CROSSING, LLC, A Delaware limited Liability Company By: BrookCal Dublin LLC, A Delaware limited liability company Its: Member By: Name: Its: By: Name: Its: By: SPIC Dublin LLC, A Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., A Delaware corporation Its: Member By: i Name: Its: I[ P1F��tAh f1'11 By: Name: (W DI U IS&u_ Its: A� -AI 1 OKU Fn LEPKLSEN iA1y� Deposit and Reimbursement Agreement CALIFORNIA -• • •D !/� .nt..�C.{�C {•,�•.aC. -.� ..�C.a<..�C.:��Clw�•, ^'.:�C..�C S�C_s�C.:�C.:� _ wCla�•. c��C! aC. c�•. c�C. �C_ �s�C{ y�C .:�C.:�C�C.:�CS�C�C.:�C.aC.�� .a�C_c�C SC�C. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Contra Costa On � 1 a(, "I(-7 � � before me, Yvonne M. Craves, Notary Public, Date Here Insert Name and Title of the Officer personally appeared John Ryan and Gregory Glenn Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. YVONNE M. CRAVES Notary Public - California dddZ Z Contra Costa County n Commission # 21 W34 My Comm. Expires Mar 26, 2021 Place Notary Seal Above 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. -- Signature Signature of Notary Public OPTIONAL Though is section is optional, comp e mg this information can deter alteration o e document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: F-1 Corporate Officer — Title(s): ❑ Partner — El Individual ❑ Trustee ❑ Other: — ❑ Linded ❑ General El Attorney in Fact Guardian or Conservator Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): 0 Partner — El Lied El General Individual Attorney in Fact ❑ Trustee 0 Guardian or Conservator El Other: Signer Is Representing: 02015 National Notary Association • www.NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Alameda On April 25, 2017, before me, Elizabeth Neal Notary Public (here insert name and title of the officer) personally appeared Thomas Burrill and Mandi Misasi , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/she /they executed the same in hisPhef/their authorized capacity(ies), and that by his4ieerftheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary PubEsHNEACalifornia z Alameda County Commission # 2187347 My Comm. Expires Mar 20, 2021 Signature (SEAL) 2294- 00169\FORM\1227861.1 10/29/14 ATTACHMENT 6 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING THE BOUNDARY MAP COMMUNITY FACILITIES DISTRICT NO. 2017-1 (DUBLIN CROSSING – PUBLIC SERVICES) WHEREAS attached to this resolution as Exhibit A and by this reference incorporated herein is a map of proposed boundaries (the “Boundary Map”), said map entitled “Proposed Boundaries of City of Dublin Community Facilities District No. 2017 -1 (Dublin Crossing – Public Services), City of Dublin, County of Alameda, State of California” (“CFD No. 2017-1”), and which map shows (a) the area proposed to be included initially in CFD No. 2017-1 and (b) additional land to be designated as future annexation area for CFD No. 2017-1 (the “Future Annexation Area”); and WHEREAS, said map has been filed with the City Clerk of the City (the “City Clerk”) and presented to this City Council of the City (this “City Council”) at this meeting for consideration and approval, and said map constitutes the map of (a) the proposed initial boundaries of CFD No. 2017-1 and (b) the area to be designated as the Future Annexation Area for CFD No. 2017 -1. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby finds, determines, and resolves as follows: Section 1. This City Council approves the Boundary Map and adopts the boundaries shown on the Boundary Map as describing the extent of the territory initially included in a proposed community facilities district to be known as “Community Facilities District No. 2017-1 (Dublin Crossing – Public Services), City of Dublin, County of Alameda, State of California,” together with the extent of the territory to be designated as Future Annexation Area for CFD No. 2017-1. Section 2. This City Council hereby finds and determines that the Boundary Map contains the matters and is in the form prescribed by Section 3110 of the California Streets and Highways Code (the “Code”), as directed by Section 53328.5 of the Mello -Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code) and hereby authorizes and directs the City Clerk to cause the filing of a copy thereof with the Alameda County Recorder for placement in the Book of Maps of Assessment and Community Facilities Districts. Such filing with the Alameda County Recorder shall be accomplished within 15 days of the date of adoption of this resolution, as specified by Section 3111 of the Code. PASSED, APPROVED AND ADOPTED this 16th day of May, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTACHMENT 6 ______________________________ Mayor ATTEST: _________________________________ City Clerk A [ City of Dublin Community Facilities District No. 2017 ®1 (Dublin Crossing — Public Services) ond� > ca a� F v] Ga a may a�bxproo � � � v] 1 W LJ P:l W Q z o o rz P4 R o U w 04 o P. U g ® avov 07ONiVV "� U 4 O 3nN3nV 3ovNop/ �'\� Sae O m FI 9�e y°6 U 'L yO6 O ,7nnanv Y2raa-V 311N3n v sw0,9.urH N 2 Q N e � V z za z o w o anN-7nvre07TUaooa N � I Q � m 3nWAV ZVaNWXV ix` W ll Am�PR x ° SNP, m a a �s a 30 q, I d a � ee �aoh a °z 2 2 N e � V za o w ix` W ll Am�PR x ° SNP, m a a �s a 30 q, I d a � ee �aoh a °z ATTACHMENT 8 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT, TO DESIGNATE FUTURE ANNEXATION AREA, AND SUBJECT TO THE REQUIRED VOTER APPROVAL, TO AUTHORIZE LEVY OF A SPECIAL TAX COMMUNITY FACILITIES DISTRICT NO. 2017-1 (DUBLIN CROSSING – PUBLIC SERVICES) 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, Brookfield Bay Area Holdings LLC, Brookfield Wilshire LLC, CalAtlantic Group, Inc., and Brookfield Fillmore LLC (the “Landowners”), and representing that the Landowners are the sole owner of certain real property situated within the City of Dublin (the “City”) shown 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 “Community Facilities District No. 2017-1 (Dublin Crossing – Public Services)” (“CFD No. 2017-1”), in order to finance the maintenance, operation, and lighting of landscaped streets and street medians (the “Authorized CFD Public Services”); and WHEREAS, as requested by the Petition, this City Council of the City (this “City Council”) proposes to establish CFD No. 2017-1, and in furtherance thereof, has by resolution adopted on this same date approved a boundary map (the “Boundary Map”), which is on file with the City Clerk and which establishes the initial boundaries of CFD No. 2017-1 as shown on the Exhibit Map; and WHEREAS, Section 53321 of the Act provides that legal proceedings for the establishment of a community facilities district pursuant to the Act shall be instituted by the adoption of a resolution of this City Council declaring its intention as provided hereafter in this resolution; and WHEREAS, the Petition further requests that this City Council designate certain additional land as Future Annexation Area (the “Future Annexation Area”), as shown on both the Exhibit Map and the Boundary Map, pursuant to Section 53339.2 and Section 53339.3 of the Act; and WHEREAS, , this City Council wishes by this resolution to declare its intention to provide for future annexation of the Future Annexation Area in sequential portions, as the Landowners or the Landowners’ successors in interest become the owner of such portions thereof and provide written unanimous approval for such annexat ion, as prescribed by subsection (b) of Section 53339.3. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby finds, determines, and resolves as follows: ATTACHMENT 8 Section 1. The foregoing recitals are true and correct, and this City Council hereby expressly so finds and determines. Section 2. The Authorized CFD Public Services proposed to be financed from proceeds of the special tax to be levied on the taxable property within CFD No. 2017 -1 (the “Special Tax”), are set forth on the Exhibit A attached to this resolution and by this reference made a part hereof. Section 3. Except where funds are otherwise available, the Special Tax will be annually levied on all nonexempt taxable parcels within CFD No. 2017 -1, with the determination as to the first Fiscal Year in which the Special Tax will be levied upon the nonexempt parcels in accordance with the provisions of the rate and method of apportionment of the Special Tax (the “RMA”). Upon recordation of (a) the initial notice of special tax lien pursuant to Section 3114.5 of the California Streets and Highways Code and (b) a notice of annexation as to each subsequent area pertaining to an annexed portion of the Future Annexation Area, a continuing lien to secure each levy of the Special Ta x shall attach to all nonexempt real property within CFD No. 2017-1, and this lien shall continue in force and effect until the Special Tax obligation is prepaid and permanently satisfied and the lien cancelled in accordance with law or until levy and collection of the Special Tax by the City ceases. The rate and method of apportionment of the Special Tax (the “RMA”) is attached hereto as Exhibit B and by this reference made a part hereof. The rate and method of apportionment of the Special Tax for each s ubsequent area to an annexed into CFD No. 2017-1 may be identical to the RMA or may be modified, as shall be specified in the unanimous approval form submitted by the then -owner(s) of the land within such portion of the Future Annexation Area (each, a “Future Annexation Area RMA”). Subject to the limitation that the amount of the Special Tax levied for any year on any parcel may not exceed the then-applicable maximum Special Tax, the aggregate amount of Special Taxes to be levied annually on all taxable parcels within CFD No. 2017-1 (collectively, the “Taxable Property”) shall be the total of the “Special Tax Requirement” for the subject Fiscal Year, as defined in the RMA or the applicable Future Annexation Area RMA. Section 4. The types of incidental expenses which may be incurred and which are authorized to be paid from the proceeds of the Special Tax are set forth on Exhibit C attached to this resolution and by this reference made a part hereof. Section 5. This City Council hereby approves (a) the establishment of the initial boundary of CFD No. 2017-1 as shown on the Boundary Map and (b) the designation of land shown as the Future Annexation Area as such future annexation area. Section 6. Advances of funds or contributions of work in kind from any lawful source, specifically including but not limited to the City or any owner of property within CFD No. 2017 -1 or the Future Annexation Area, may be reimbursed from proceeds of the Special Tax to the extent of the lesser of the value or cost of the con tribution, but any agreement to do so shall not constitute a debt or liability of the City, any member of the City Council or any other officer, employee or agent of the City. Section 7. This City Council hereby sets Tuesday, June 20, 2017, at 7:00 p.m. or as soon thereafter as the matter may be heard, in the City Council Chamber at the Dublin Civic Center, 100 Civic Plaza, Dublin, California, as the time and place for the public hearing on the establishment of CFD No. 2017-1 and the designation of the Future Annexation Area. At the ATTACHMENT 8 hearing, testimony of all interested persons and taxpayers for or against establishment of CFD No. 2017-1, the extent of CFD No. 2017-1, the proposed list of Authorized CFD Public Services to be authorized, the Special Tax Formula, the designation of the Future Annexation Area, the authorization to levy the Special Tax, the establishment of the appropriations limitation for CFD No. 2017-1 or any other aspect of the proposed CFD No. 2017-1, will be heard and protests will be considered from persons owning real property within CFD No. 2017-1, it having been determined that there are no registered voters residing within CFD No. 2017 -1. As provided by the Act, written protests by the owners of a majority in area of the land within the proposed CFD No. 2017-1 will constitute a “majority protest” and will require the suspension of proceedings for at least one year. Written protests must be filed with the City Clerk at or before the time fixed for the hearing. If such majority protests are directed only against certain elements of the proposed CFD No. 2017-1, the Authorized CFD Public Services, the designation of the Future Annexation Area, the Special Tax to be levied in accordance with the proposed RMA, this City Council may direct that those elements be deleted from the proceedings and that the proceedings may continue as revised. Section 8. It is anticipated that the Special Tax will be billed as a separate line item on the regular property tax bill of the County of Alameda (th e “County”). However, this City Council reserves the right, under Section 53340, to utilize any method of collecting the Special Tax which it shall, from time to time, determine to be in the best interests of the City, including, but not limited to, direct billing by the City to the property owners and supplemental billing. Section 9. Goodwin Consulting Group, as special tax consultant to the City for CFD No. 2017-1, is directed to study CFD No. 2017-1 and to cause the preparation and filing of the report required by Section 53321.5 of the Act (the “Hearing Report”) prior to the time of the public hearing. Section 10. On the basis of the information set forth in that certain certificate entitled “Certificate re Registered Voters,” dated May 3, 2017, executed by the City Clerk and on file with in the Office of the City Clerk, in the event that an election is held in these proceedings, it is the intention of this City Council that the electors will be the landowners of the land within proposed CFD No. 2017-1 in accordance with Section 53326 of the Act, which provides that each landowner shall be accorded one vote for each acre or portion of an acre owned. Section 13. This City Council also intends to establish the annual appropriations limit of CFD No. 2017-1 at $25,000.00 for the first fiscal year for which the Special Tax is levied. Section 14. The City Clerk is hereby authorized and directed to cause the publication of a notice of hearing, containing the matters specified by Section 53322 of the Act, one time in a newspaper in general circulation in the area of CFD No. 2017-1, said publication to occur no later than seven days prior to the date of the public hearing. In addition to published notice, the City Clerk is authorized to provide for mailed notice of hearing by first-class mail, postage prepaid, in accordance with Section 53322.4 of the Act, to each landowner within the proposed boundary of CFD No. 2017-1, which mailed notice shall contain the same information as is required to be contained in the published notice. PASSED, APPROVED AND ADOPTED this 16th day of May, 2017, by the following vote: AYES: NOES: ATTACHMENT 8 ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk .. r _. Description of Authorized CFD Public Services The following public services within the Dublin Crossing project are the Authorized Services that are eligible to be financed by CFD 2017 -1. The attached Exhibits Al and A2 show the initial improvements within CFD 2017 -1 and that will be maintained and operated at CFD Formation. Administration Administration includes City staff and consulting costs associated with the management and supervision of CFD Authorized Services activities. These costs include the Incidental Expenses set forth in Exhibit C. Examples of such expenses include: management of landscape and street light maintenance contractors; annual reports and budget preparation in order to levy and collect the Special Tax; responding to property owner inquiries regarding the special tax; the administrative fee collected by the County to place the Special Tax on the tax role; and other costs and expenses of the City related to administration of the CFD. Landscape Maintenance Maintenance is limited to public landscaping within public street medians. Maintenance activities include regular trimming, weeding, irrigation, annual inspection of backflow preventer, and plant replacement when needed. Street Lights Street light maintenance is limited to the public street lights within the CFD. Maintenance includes bulb replacement and knock -down repair. Utilities The CFD will include payment of recycled water service for irrigation and electrical services for both the irrigation controller and street lights. Reserves The CFD will collect reserve funds for the eventual replacement of street lights, the backflow preventer, irrigation hardware, and landscape plant materials. Improvement Quantities at CFD Initiation The following represents the improvements within CFD 2017 -1 at initiation. Refer to attached Exhibits Al and A2. • Median Landscaping, Sterling Street: 6,714 square feet • Median Irrigation Controller w/ electrical serve — 1 • Public Street Lights • Five Dual -Arm Lights (10 total light sources) • Twenty -Five Single Arm Lights (25 total light sources) • Twelve Pedestrian Scale Lights (12 total light sources) Build -Out Quantities • Approximately 20,400 square feet of median landscaping, with four irrigation controllers and electrical meters; • One Hundred Fifty -Five (139) Public Street Lights, as follows: • Sixteen (16) Dual -Arm Street Lights (32 total light sources) • One Hundred Three (103) Single Arm Street Lights • Twenty (20) Pedestrian Scale Lights xt r rr 4 f r` rI Z Q C) W �I6NOH NON[ (9 �o C) o q LLJ aW 0 m0 Oc�O cwminaa OM sn�avw�Q r ¢ " W U 2' I O O � J h � zN 0 CO �O F� N tn ^ W Q W �g �� am n Nn N D U U U O_ CD • w Z_ W < Q -� v> ry U V) �- X cynm m m (N Q wow V Q W 0 W Q Q LLJ O ZCO W Z O Z WZ Z NZ n J wz WN �- W Q r'� I� � °m N I-� � p �d� Q I S F- Z W o„ (!1 F- F- C 7 f- J Z O v m Z U =U U U W V _Z Boa- Q m Z W W� Jm Jm W' O � Q �W �Lil w W LJ O N O Z LW W' Z D Z 0 L� Q Jo U II m cn "� (~O d0 r` rI 9M0'HOH - VI - 1101HX31NN133807 IOMOVNJ9N3 iYN-41 ON07�51181HX3 -00 11 Yiv £5' bl a ZU Er -J OJ J Z Uco >O h ZU UJ m a� W QO a 0 Ld w w N O Z Q C) W �I6NOH NON[ (9 �o C) o q LLJ aW vi cwminaa OM sn�avw�Q o O � J h 9M0'HOH - VI - 1101HX31NN133807 IOMOVNJ9N3 iYN-41 ON07�51181HX3 -00 11 Yiv £5' bl a ZU Er -J OJ J Z Uco >O h ZU UJ m a� W QO a 0 Ld w w N O Z Q C) W L�� � �o C) o U aW vi cwminaa OM sn�avw�Q o Z W Q Q F� N tn ^ W Q W �g �� am N D =J J CD J � Z_ W < Q -� v> ry U C J Z J J (N Q F-- O Z 9M0'HOH - VI - 1101HX31NN133807 IOMOVNJ9N3 iYN-41 ON07�51181HX3 -00 11 Yiv £5' bl a ZU Er -J OJ J Z Uco >O h ZU UJ m a� W QO a 0 Ld w w N O gxmo)-r AZ ® �0 o W O� O CO Z N O � ON o C\2 m 04 Z 0 0 ly Pi W Z 0 2 "4 o o N O ¢ rn O) .--1 Q Z d N I— } Q < h�4 41 N O Q e W Q >— � Ln �� II: jai 00 :2 W W m O ® I W < Z Z A- = V cD o a U J m z� W a LLJ W LLJ Ldo CD In O M QV08 Qlo may W ® Jw WJ ¢U Q a 0 l30bVd i a J � °o N g o o m r �g N rL as W ZV J } �I °� Z o U� iii o O ° °n n ® V MOUVd m ■■ ■ J W O V >: o Q m W Z =Z "+ 9 ® �� Y m = m UJ N a a. X ® ® QQ O = O 00 io J W LL w A 44) 00 i= �¢° N U = oQ 4) I W w ®W ®O —1 co N ® N i b O O O O LLJ .7 NNW N N ® O® O ®O O O V I LL J (n Q N O Z � 0 O N H W W 2 N NV aMOVOH - 61 - 11811VG IAGM- YDV 1N3MMYOX9N3 rRM ON07WSL18/HX3 -OI HL3F7YZ1177�� my 01��,1-11 z10 6 Z S31L� OY0►/Hd9z0/90I9007 :1 City of Dublin Community Facilities District No. 2017 -1 (Dublin Crossing — Public Services) Rate and Method of Apportionment of Special Tax CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT No. 2017 -1 (DUBLIN CROSSING - PUBLIC SERVICES) DATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel in the City of Dublin Community Facilities District No. 2017 -1 (Dublin Crossing - Public Services) shall be levied and collected according to the tax liability determined by the City or its designee, through the application of the appropriate amount or rate for Taxable Property, as described herein. All of the property in the CFD, unless exempted by law or by the provisions of Section F herein, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to the CFD unless a separate rate and method of apportionment of Special Tax is adopted for the annexation area. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded at the County Recorder's Office. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Part 1, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means any or all of the following: the expenses of the City in carrying out its duties with respect to the CFD including, but not limited to, the levy and collection of the Special Tax, the review of any appeals by property owners, the fees and expenses of its legal counsel, charges levied by the County in connection with the levy and collection of the Special Tax, costs related to property owner inquiries regarding the Special Tax, and all other costs and expenses of the City and County in any way related to the administration of the CFD. "Administrator" shall mean the person or firm designated by the City to administer the Special Tax according to this RMA. "Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the County Assessor designating Parcels by Assessor's Parcel number. City of Dublin CFD No. 2017 -1 1 May S, 2017 "Authorized Services" means those services that are authorized to be funded by the CFD. "Building Permit" means a permit that allows for vertical construction of a Residential Unit or a building with multiple Residential Units, and shall not include a separate permit issued for construction of the foundation thereof. "CFD" or "CFD No. 2017 -1" means City of Dublin Cominunity Facilities District No. 2017 -1 (Dublin Crossing — Public Services). "CFD Formation" means the date on which the Resolution of Formation to form the CFD was adopted by the City Council. "City" means the City of Dublin. "City Council" means the City Council of the City of Dublin, acting as the legislative body of CFD No. 2017 -1. "County" means the County of Alameda. "Developed Property" means, in any Fiscal Year, all Parcels of Single Family Detached Property, Multi - Family Properly, and Non - Residential Property for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. "Development Class" means, individually, Developed Property and Undeveloped Property. "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates lots which do not need to be further subdivided prior to issuance of a building permit for a residential structure. The term "Final Map" shall not include any Assessor's Parcel map or subdivision map, or portion thereof, that does not create lots that are in their final configuration, including Assessor's Parcels that are designated as remainder parcels. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Future Annexation Area" means the geographic area that, at the time of CFD Formation, was considered potential annexation area for the CFD and which was, therefore, identified as "future annexation area" on the recorded CFD boundary map. Such designation does not mean that any or all of the Future Annexation Area will annex into the CFD, but should property designated as Future Annexation Area choose to annex, the annexation may be processed pursuant to the streamlined annexation procedures provided in the Act. "Homeowners Association" means the homeowners association, including any master or sub - association, that provides services to, and collects dues, fees, or charges from, property within the CFD. City of Duhlin CFD No. 2017 -1 2 May 5, 2017 " I4.omeowners Association Property" means any property within the boundaries of the CFD that is owned in fee or by easement by the Homeowners Association, not including any such property that is located directly under a residential structure. "Maximum Special Tax" means the maximum Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year determined in accordance with Section C below. "Multi- Family Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a residential structure consisting of two or more Residential Units that share common walls. "Non- Residential Property" means, in any Fiscal Year, all Parcels of Developed Property within the boundaries of the CFD that are not Single Family Detached Property, Multi - Family Property, Homeowner Association Property, or Public Property, as defined herein. "Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Parcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax authorized to be levied is equal for all Parcels of Undeveloped Property. "Public Property" means any property within the boundaries of the CFD that is owned by the federal government, State of California or other local governments or public agencies. "Residential Unit" means, for Single Family Detached Property, an individual single - family detached unit, and, for Multi - Family Property, an individual residential unit within a duplex, halfplex, triplex, fourplex, townhome, live /work or condominium structure, or apartment building. "RMA" means this Rate and Method of Apportionment of Special Tax. "Single Family Detached Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a Residential Unit that does not share a common wall with another Residential Unit. "Special Tax" means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Requirement" means the amount of revenue needed in any Fiscal Year to pay for: (i) Authorized Services, (ii) Administrative Expenses, and (iii) amounts needed to cure any delinquencies in the payment of Special Taxes which have occurred in the prior Fiscal Year. In any Fiscal Year the Special Tax Requirement shall be reduced by surplus amounts available (as determined by the City) from the levy of the Special Tax in prior Fiscal Years, including revenues from the collection of delinquent Special Taxes and associated penalties and interest. "Square Foot" or "Square Footage" means the square footage of a Residential Unit reflected on a Building Permit, condominium plan, site plan, or other such document. If the Square Footage shown on a site plan or condominium plan is inconsistent with the Square Footage reflected on the Building City of Dublin CFD No. 2017 -1 3 May 5, 2017 Permit issued for construction of the Residential Unit, the Square Footage from the Building Permit shall be used to determine the appropriate Square Footage Category for the Residential Unit. "Square Footage Category" means one of the six different categories of Single Family Detached Property and Multi- Family Property set forth in Section C below. "Taxable Property" means all of the Assessor's Parcels within the boundaries of the CFD that are not exempt from the Special Tax pursuant to law or Section F below. "Unanimous Approval Form" means that form executed by the record owner of fee title to a Parcel or Parcels annexed into the CFD that constitutes the property owner's approval and unanimous vote in favor of annexing into the CFD and the levy of the Special Tax against his/her Parcel or Parcels pursuant to this RMA. "Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property. B. DATA FOR ADMINISTRATION OF SPECIAL TAX Each Fiscal Year, the Administrator shall (i) categorize each Parcel of Taxable Property as Developed Property or Undeveloped Property, (ii) categorize each Parcel of Developed Property as Single Family Detached Property, Multi - Family Property, or Non - Residential Property, and (iii) determine the Special Tax Requirement. For Multi - Family Property, the number of Residential Units shall be determined by referencing the condominium plan, apartment plan, site plan or other development plan. In any Fiscal Year, if it is determined that: (i) a parcel map for property in the CFD was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly- created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly- created parcels is in a different Development Class than other parcels created by the subdivision, the Administrator shall calculate the Special Tax for the property affected by recordation of the parcel map by determining the Special Tax that applies separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map. C. MAXIMUM SPECIAL TAX 1. Developed Property The following maximum Special Tax rates shall apply to all Parcels of Developed Property within the CFD for each Fiscal Year in which the Special Tax is levied and collected: City of D ublin CFD No. 2017 -1 4 May S, 2017 TABLE I Developed Property Fiscal Year 2017 -18 Maximum Special Taxes Maximum Square Footage Special Tax Land Use Category Fiscal Year 2017-18)* Residential Units Single Family greater than 2,300 $57 per Detached Property Square Feet Residential Unit Residential Units Single Family 2,100 to 2,300 $53 per Detached Property Square Feet Residential Unit Residential Units Single Family less than 2,100 $49 per Detached Property Square Feet Residential Unit Residential Units Multi - Family greater than 1,800 $48 per Property Square Feet Residential Unit Residential Units Multi - Family 1,600 to 1,800 $43 per Property Square Feet Residential Unit Residential Units Multi - Family less than 1,600 $38 per Property Square Feet Residential Unit *On July 1, 2018 and on each July 1 thereafter, the Maximum Special Taxes shown in Table 1 shall be increased by an amount equal to 4.0% of the amount in effect for the prior Fiscal Year. 2. Non Residential Property The Maximum Special Tax for Parcels of Non- Residential Property in Fiscal Year 2017 -18 is $1,600 per Acre, which shall be increased on July 1, 2018 and on each July 1 thereafter by an amount equal to 4.0% of the amount in effect for the prior Fiscal Year. 3. Undeveloped Property The Maximum Special Tax for Parcels of Undeveloped Property in Fiscal Year 2017 -18 is $1,600 per Acre, which shall be increased on July 1, 2018 and on each July 1 thereafter by an amount equal to 4.0% of the amount in effect for the prior Fiscal Year. D. METHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. A Special Tax shall then be levied according to the following steps: City of Dublin CFD No. 2017 -1 5 May 5, 2017 Step 1. The Special Tax shall be levied Proportionately on each Parcel of Developed Property, up to 100% of the Maximum Special Tax for each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement. Step 2. If additional revenue is needed after Step 1 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property. E. MANNER OF COLLECTION OF SPECIAL TAXES The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax may be levied in perpetuity. F. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on Homeowners Association Property or Public Property within the CFD. In addition, no Special Tax shall be levied on Parcels that (i) are designated as permanent open space or common space on which no structure is permitted to be constructed, (ii) are owned by a public utility for an unmanned facility, or (iii) are subject to an easement that precludes any other use on the Parcels. G. INTERPRETATION OF SPECIAL TAX FORMULA The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City's discretion. Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA. City of Dublin CFD No. 2017 -1 6 May 5, 2017 WFUffm Incidental Expenses It is anticipated that the following incidental expenses may be incurred in the proposed legal proceedings for formation of CFD No. 2017 -1, implementation of the Authorized CFD Public Services Engineering consulting services Special tax consultant services District staff and District general counsel review, oversight and administrative services Special tax administration services Publishing and mailing of notices Recording fees Governmental notification and filing fees The expenses of certain recurring services pertaining to CFD No. 2017 -1 may be included in each annual special tax levy, and these expenses are described in the Rate and Method of Apportionment of Special Tax, attached hereafter as Exhibit B. The foregoing enumeration shall not be regarded as exclusive and shall be deemed to include any other incidental expenses of a like nature which may be incurred from time to time with respect to CFD No. 2017 -1. May 16, 2017 SB 343 Senate Bill 343 mandates supplemental materials that have been received by the City Clerk's office that relate to an agenda item after the agenda packets have been distributed to the City Council be available to the public. The attached documents were received in the City Clerk's office after distribution of the May 16, 2017, City Council meeting agenda packet. Items 4.3 ERRATA SHEET May 16, 2017 In order to correct the names of the entities referred to within these documents,the City wishes to make the following changes: Agenda Item: 4.3 Title: Community Facilities District Formation- Dublin Crossing Public Services 1. Within the Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement, all references to the entity "Dublin Crossing Venture LLC" should read "Dublin Crossing, LLC." 2. Within the Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes, all references to the entity "Dublin Crossing Venture LLC" should read "Dublin Crossing, LLC." Agenda Item: 4.12 Title: Amendment No. 3 to the Development Agreement Between the City of Dublin and Dublin Crossing, LLC Related to the Dublin Crossing Project 1. In the title of the Ordinance, the reference to the entity "Dublin Crossing Venture LLC" should read "Dublin Crossing, LLC." 2813934.1 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING A DEPOSIT AND REIMBURSEMENT AGREEMENT WITH DUBLIN CROSSING, 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, LLC (the "Developer"); 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. 2017-1 (Dublin Crossing — Public Services)" ("CFD No. 2017-1"), in order to finance the maintenance, operation, and lighting of landscaped streets and street medians (the "Authorized CFD Services"); 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. 2017-1, 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. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Deposit and Reimbursement Agreement, a copy of which is attached hereto as Exhibit A, 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. PASSED, APPROVED AND ADOPTED this 16th day of May, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTACHMENT 4 Mayor ATTEST: City Clerk 2813939.1 ATTACHMENT 4 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT, TO DESIGNATE FUTURE ANNEXATION AREA, AND SUBJECT TO THE REQUIRED VOTER APPROVAL, TO AUTHORIZE LEVY OF A SPECIAL TAX COMMUNITY FACILITIES DISTRICT NO. 2017-1 (DUBLIN CROSSING — PUBLIC SERVICES) 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, LLC, Brookfield Bay Area Holdings LLC, Brookfield Wilshire LLC, CalAtlantic Group, Inc., and Brookfield Fillmore LLC (the "Landowners"), and representing that the Landowners are the sole owner of certain real property situated within the City of Dublin (the "City") shown 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 "Community Facilities District No. 2017-1 (Dublin Crossing — Public Services)" ("CFD No. 2017-1"), in order to finance the maintenance, operation, and lighting of landscaped streets and street medians (the "Authorized CFD Public Services"); and WHEREAS, as requested by the Petition, this City Council of the City (this "City Council") proposes to establish CFD No. 2017-1, and in furtherance thereof, has by resolution adopted on this same date approved a boundary map (the "Boundary Map"), which is on file with the City Clerk and which establishes the initial boundaries of CFD No. 2017-1 as shown on the Exhibit Map; and WHEREAS, Section 53321 of the Act provides that legal proceedings for the establishment of a community facilities district pursuant to the Act shall be instituted by the adoption of a resolution of this City Council declaring its intention as provided hereafter in this resolution; and WHEREAS, the Petition further requests that this City Council designate certain additional land as Future Annexation Area (the "Future Annexation Area"), as shown on both the Exhibit Map and the Boundary Map, pursuant to Section 53339.2 and Section 53339.3 of the Act; and WHEREAS, , this City Council wishes by this resolution to declare its intention to provide for future annexation of the Future Annexation Area in sequential portions, as the Landowners or the Landowners' successors in interest become the owner of such portions thereof and provide written unanimous approval for such annexation, as prescribed by subsection (b) of Section 53339.3. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby finds, determines, and resolves as follows: ATTACHMENT 8 Section 1. The foregoing recitals are true and correct, and this City Council hereby expressly so finds and determines. Section 2. The Authorized CFD Public Services proposed to be financed from proceeds of the special tax to be levied on the taxable property within CFD No. 2017-1 (the "Special Tax"), are set forth on the Exhibit A attached to this resolution and by this reference made a part hereof. Section 3. Except where funds are otherwise available, the Special Tax will be annually levied on all nonexempt taxable parcels within CFD No. 2017-1, with the determination as to the first Fiscal Year in which the Special Tax will be levied upon the nonexempt parcels in accordance with the provisions of the rate and method of apportionment of the Special Tax (the "RMA"). Upon recordation of (a) the initial notice of special tax lien pursuant to Section 3114.5 of the California Streets and Highways Code and (b) a notice of annexation as to each subsequent area pertaining to an annexed portion of the Future Annexation Area, a continuing lien to secure each levy of the Special Tax shall attach to all nonexempt real property within CFD No. 2017-1, and this lien shall continue in force and effect until the Special Tax obligation is prepaid and permanently satisfied and the lien cancelled in accordance with law or until levy and collection of the Special Tax by the City ceases. The rate and method of apportionment of the Special Tax (the "RMA") is attached hereto as Exhibit B and by this reference made a part hereof. The rate and method of apportionment of the Special Tax for each subsequent area to an annexed into CFD No. 2017-1 may be identical to the RMA or may be modified, as shall be specified in the unanimous approval form submitted by the then-owner(s) of the land within such portion of the Future Annexation Area (each, a "Future Annexation Area RMA"). Subject to the limitation that the amount of the Special Tax levied for any year on any parcel may not exceed the then-applicable maximum Special Tax, the aggregate amount of Special Taxes to be levied annually on all taxable parcels within CFD No. 2017-1 (collectively, the "Taxable Property") shall be the total of the "Special Tax Requirement" for the subject Fiscal Year, as defined in the RMA or the applicable Future Annexation Area RMA. Section 4. The types of incidental expenses which may be incurred and which are authorized to be paid from the proceeds of the Special Tax are set forth on Exhibit C attached to this resolution and by this reference made a part hereof. Section 5. This City Council hereby approves (a) the establishment of the initial boundary of CFD No. 2017-1 as shown on the Boundary Map and (b) the designation of land shown as the Future Annexation Area as such future annexation area. Section 6. Advances of funds or contributions of work in kind from any lawful source, specifically including but not limited to the City or any owner of property within CFD No. 2017-1 or the Future Annexation Area, may be reimbursed from proceeds of the Special Tax to the extent of the lesser of the value or cost of the contribution, but any agreement to do so shall not constitute a debt or liability of the City, any member of the City Council or any other officer, employee or agent of the City. Section 7. This City Council hereby sets Tuesday, June 20, 2017, at 7:00 p.m. or as soon thereafter as the matter may be heard, in the City Council Chamber at the Dublin Civic Center, 100 Civic Plaza, Dublin, California, as the time and place for the public hearing on the establishment of CFD No. 2017-1 and the designation of the Future Annexation Area. At the ATTACHMENT 8 hearing, testimony of all interested persons and taxpayers for or against establishment of CFD No. 2017-1, the extent of CFD No. 2017-1, the proposed list of Authorized CFD Public Services to be authorized, the Special Tax Formula, the designation of the Future Annexation Area, the authorization to levy the Special Tax, the establishment of the appropriations limitation for CFD No. 2017-1 or any other aspect of the proposed CFD No. 2017-1, will be heard and protests will be considered from persons owning real property within CFD No. 2017-1, it having been determined that there are no registered voters residing within CFD No. 2017-1. As provided by the Act, written protests by the owners of a majority in area of the land within the proposed CFD No. 2017-1 will constitute a "majority protest" and will require the suspension of proceedings for at least one year. Written protests must be filed with the City Clerk at or before the time fixed for the hearing. If such majority protests are directed only against certain elements of the proposed CFD No. 2017-1, the Authorized CFD Public Services, the designation of the Future Annexation Area, the Special Tax to be levied in accordance with the proposed RMA, this City Council may direct that those elements be deleted from the proceedings and that the proceedings may continue as revised. Section 8. It is anticipated that the Special Tax will be billed as a separate line item on the regular property tax bill of the County of Alameda (the "County"). However, this City Council reserves the right, under Section 53340, to utilize any method of collecting the Special Tax which it shall, from time to time, determine to be in the best interests of the City, including, but not limited to, direct billing by the City to the property owners and supplemental billing. Section 9. Goodwin Consulting Group, as special tax consultant to the City for CFD No. 2017-1, is directed to study CFD No. 2017-1 and to cause the preparation and filing of the report required by Section 53321.5 of the Act (the "Hearing Report") prior to the time of the public hearing. Section 10. On the basis of the information set forth in that certain certificate entitled "Certificate re Registered Voters," dated May 3, 2017, executed by the City Clerk and on file with in the Office of the City Clerk, in the event that an election is held in these proceedings, it is the intention of this City Council that the electors will be the landowners of the land within proposed CFD No. 2017-1 in accordance with Section 53326 of the Act, which provides that each landowner shall be accorded one vote for each acre or portion of an acre owned. Section 13. This City Council also intends to establish the annual appropriations limit of CFD No. 2017-1 at $25,000.00 for the first fiscal year for which the Special Tax is levied. Section 14. The City Clerk is hereby authorized and directed to cause the publication of a notice of hearing, containing the matters specified by Section 53322 of the Act, one time in a newspaper in general circulation in the area of CFD No. 2017-1, said publication to occur no later than seven days prior to the date of the public hearing. In addition to published notice, the City Clerk is authorized to provide for mailed notice of hearing by first-class mail, postage prepaid, in accordance with Section 53322.4 of the Act, to each landowner within the proposed boundary of CFD No. 2017-1, which mailed notice shall contain the same information as is required to be contained in the published notice. PASSED, APPROVED AND ADOPTED this 16th day of May, 2017, by the following vote: AYES: NOES: ATTACHMENT 8 ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 2813938.1 ATTACHMENT 8