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HomeMy WebLinkAboutItem 4.4 - 1287 Resolution Approving the Joint Community Fa Page 1 of 2 STAFF REPORT CITY COUNCIL DATE: January 10, 2017 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Joint Community Facilities Agreement Among the City of Dublin, Dublin San Ramon Services District and Dublin Crossing LLC. Prepared by: Jay Baksa, Financial Analyst EXECUTIVE SUMMARY: The City Council will consider approval of a Joint Community Facilities Agreement among the City of Dublin, Dublin San Ramon Services District (DSRSD), and Dublin Crossing LLC, in order to authorize the City of Dublin Community Facilities District 2015-1 (Dublin Crossing) to finance the improvements to be owned, maintained and operated by DSRSD. STAFF RECOMMENDATION: Adopt the Resolution Authorizing Execution of a Joint Community Facilities Agreement Among the City of Dublin, Dublin San Ramon Services District, and Dublin Crossing LLC, for the City of Dublin Community Facilities District 2015-1 (Dublin Crossing). FINANCIAL IMPACT: Approval of the Joint Community Facilities Agreement has no fiscal impact, but is part of the larger action relating to the formation of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) and the financing of certain public facilities therein. DESCRIPTION: On June 2, 2015, the City Council approved the formation of the City of Dublin Community Facilities District (CFD) No. 2015-1 (Dublin Crossing) to finance certain public facilities in the Dublin Crossing project area, and formalized the City’s intent to issue debt on behalf of the CFD for such improvements. Debt service will be paid via a levy of special taxes on the properties within the CFD boundaries. Among the items to be financed are facilities that will be owned and operated by Dublin San Ramon Services District (DSRSD), as well as certain DSRSD fees owed by the developer. These include backbone sewer, potable water, and recycled water improvements, as well as water capacity reserves fees, water meter assembly fees, and Page 2 of 2 wastewater capacity reserve fees. A Joint Community Facilities Agreement (JCFA) is the instrument that will allow the CFD to finance these items. Staff anticipates bringing another, similar JCFA to the City Council for approval at a future meeting to allow for CFD financing of facilities to be owned and operated by Zone 7. Approval of the Resolution (Attachment 1) will allow the City Manager to execute the JCFA (Exhibit A to the Resolution). The JCFA has been signed by the developer, and was approved by the DSRSD Board of Directors on October 4, 2016 via Resolution 63- 16 (Attachment 3). NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Authorizing Execution of a Joint Community Facilities Agreement Among the City of Dublin, Dublin San Ramon Services District and Dublin Crossing LLC 2. Exhibit A to the Resolution: Joint Community Facilities Agreement Between the City of Dublin, DSRSD, and Dublin Crossing LLC 3. DSRSD Resolution 63-16 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ****************** AUTHORIZING EXECUTION OF A JOINT COMMUNITY FACILITIES AGREEMENT AMONG THE CITY OF DUBLIN, DUBLIN SAN RAMON SERVICES DISTRICT, AND DUBLIN CROSSING, LLC WHEREAS, the City of Dublin ("City") has conducted proceedings under the Mello-Roos Community Facilities Act of 1982 to form the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) and will be conducting proceedings to issue taxable or tax-exempt debt to finance certain public facilities and certain capital fees; and WHEREAS, the public facilities to be financed includes certain facilities to be owned and operated by Dublin San Ramon Services District (“District”), and the capital fees to be financed include certain District fees as described in the Joint Community Facilities Agreement with the City and Dublin Crossing, LLC (“Developer”); and WHEREAS, the District authorized, via Resolution 63 -16, the Joint Community Facilities Agreement between the City, District, and Developer, and declared its willingness to cooperate with the City in accomplishing the financing of certain of its facilities and District fees through the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing; and WHEREAS, the agreement cites that the District, the Developer and the City wish to provide that the funds generated through the CFD proceeding are solely for the purpose of payment for certain District facilities, certain District fees, and other facilities and fees, that each local agency shall be solely and separately responsible for all other aspects of planning, acquiring, constructing, reconstructing, furnishing, equipping, and owning its own facilities. NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin hereby finds, determines and resolves as follows: 1. The Joint Community Facilities Agreement (attached hereto as Exhibit A) by and among the City of Dublin, Dublin San Ramon Services, District, and Dublin Crossing LLC is hereby determined to be beneficial to future residents/customers within the CFD and is therefore approved. 2. The City Manager is hereby authorized to make non -substantive changes thereto, as approved by the City Attorney, and the City Manager is hereby authorized and directed to execute said agreement on behalf of the City of Dublin. 2 PASSED, APPROVED AND ADOPTED this 10th day of January, 2017, by the following vote: AYES: Council Members ________________________________________ NOES: Council Members ________________________________________ ABSENT: Council Members ________________________________________ ABSTAIN: Council Members ________________________________________ ____________________________________ Mayor ATTEST: __________________________________ City Clerk JOINT COMMUNITY FACILITIES AGREEMENT This Joint Community Facilities Agreement, dated as of , 2016, among the Dublin San Ranson Services District (the "Local Agency "), Dublin Crossing, LLC (the "Developer ") and the City of Dublin (the "City ") (collectively referred to herein as the "Parties" and individually as a "Party ") is made under the City of California Government Code Section 53316.2. WHEREAS, the City has conduct proceedings under the Mello -Roos Community Facilities Act of 1982 (the "Act ") to form the City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) (the "CFD ") and will be conducting proceedings to issue taxable or tax - exempt debt, in one or more series, in one or more improvement areas, to finance certain public facilities (such facilities hereinafter called the "Facilities "), which include certain Facilities to be owned and operated by the Local Agency (the "Local Agency Facilities ") and certain capital fees (the "Local Agency Fees "), and certain Facilities to be owned and operated by other local agencies that enter into a joint community facilities agreement with the City and the Developer (the "Other Local Agencies "); and WHEREAS, the Governing Board of the Local Agency and the City Council of the City have, prior to the execution of this Agreement, duly considered the contents of this Agreement and have each determined, by resolution, that the execution of this Agreement would be beneficial; and WHEREAS, the Local Agency is willing to cooperate with the City in accomplishing the financing of the Local Agency Facilities and Local Agency Fees to be authorized by the CFD; and WHEREAS, the Parties wish to provide that the funds provided through the CFD proceedings are solely for the purpose of payment for the Local Agency Facilities, the Local Agency Fees, and other Facilities, and that each local agency shall be solely and separately responsible for all other aspects of planning, acquiring, constructing, reconstructing, rehabilitating, furnishing, equipping, and owning its own Facilities.. NOW, THEREFORE, the Parties agree as follows: 1. This Agreement is determined to be beneficial to future residents /customers of the Local Agency within the CFD and in the best interests of the City and the future residents of the area within the CFD. 2. The above recitals are agreed to by the Parties. 3. . Pursuant to Government Code Section 53316.2, the City has conducted proceedings under the Act to form the CFD and will conduct proceedings to issue taxable and tax- exempt debt, in one or more series, in one or more improvement areas within the CFD, by and through the CFD (the "Bonds "), to authorize the financing of, among other Facilities, the Local Agency Facilities and the Local Agency Fees, which Local Agency Facilities and Local Agency Fees shall be those shown on Exhibit A, attached hereto and incorporated herein by this reference. 4. For Local Agency Facilities, upon completion of the Local Agency Facilities and the inspection and approval of the Local Agency Facilities by the Local Agency in accordance with the Local Agency's policies and procedures, the City shall pay the Developer the purchase price of the Local Agency Facilities (which is the actual costs of the Local Agency Facilities) from the proceeds of the Bonds and the levy of special taxes in the CFD. 5. For Local Agency Fees, the CFD shall reimburse the Developer from proceeds of the Bonds and the levy of special taxes in the CFD for the Local Agency Fees paid by the Developer to the Local Agency. 6. The City shall administer all aspects of the CFD, including employing and paying all consultants, annually levying the special tax and all aspects of paying and administering any Bonds which may be issued in respect of the CFD and any improvement area located therein, and complying with all State and Federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code. The Local Agency will cooperate fully with the City with respect to the requirements of the Internal Revenue Code and to the extent information is required of the Local Agency to enable the City to perform its disclosure and continuing disclosure obligations with respect to the Bonds, although the Local Agency will not participate in nor be considered a participant in the Mello -Roos proceedings (other than as a Party to this Agreement) nor will it, for any purpose, be or be considered to be an issuer of the Bonds. The City is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with Other Local Agencies with respect to the Bonds. The Local Agency shall have no obligation or responsibility whatsoever with respect to the issuance and sale of Bonds with respect to the CFD (or any improvement area located therein) or the payment of the principal thereof and interest thereon, or the levy of the special taxes provided for in this Agreement to provide for the payment of such principal and interest. The City shall be responsible for all such matters in accordance with the CFD proceedings themselves. All amounts of special taxes that are required to pay debt service on the Bonds issued by and through the CFD and any improvement areas located therein shall be collected by the County of Alameda for and on behalf of the City. 7. The Parties acknowledge that neither the Local Agency nor the City has any obligation to defend this Agreement or the City or the CFD in the face of any challenge to any aspect of the use of CFD proceeds for funding the Local Agency Facilities and Local Agency Fees. The Developer shall indemnify, defend (with counsel reasonably chosen by the Local Agency, at the Local Agency's option), and hold the Local Agency and its employees, officers, agents and boardmembers harmless against all claims which arise out of the CFD, the development being facilitated thereby, this Agreement, or in connection with the parties' performance of their respective obligations under this Agreement. This indemnity will not extend to any claim arising solely from the Local Agency's failure to perform its obligations under this Agreement. The provisions of this Section 7 will survive any termination of this Agreement. PA 8. The Local Agency hereby consents to the formation of the CFD (and any current and future improvement areas located therein) in conformance with this Agreement with the understanding that the City will take each and every step required for or suitable for consummation of the proceedings, the levying, collecting and enforcement of the special taxes, and the issuance, sale, delivery and administration of Bonds, all without binding the Local Agency or obligating the Local Agency's funds. 9. This Agreement may be amended by a writing duly authorized, executed and delivered by the Parties, except that no amendment may be made after the issuance of Bonds of the CFD that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions or bond indentures or like instruments governing the issuance, delivery and administration of all outstanding Bonds. 10. All notices or other communications that may be given under this Agreement shall be in writing and shall be served personally, or by certified or first class mail, postage prepaid, addressed as follows, or to such other address as either party may provide to the other party in writing: THE LOCAL AGENCY: Dublin San Ramon Services District 7051 Dublin Blvd. Dublin, California 94568 Attn: General Manager CITY: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attn: City Manager DEVELOPER: Dublin Crossing, LLC 500 La Gonda Way, Suite 100 Danville, CA 94526 Attn: Gregory Glenn 11. Should any term or provision of this Agreement be determined to be illegal or in conflict with any law of the State of California, the validity of the remaining portions or provisions shall not be affected thereby, and each term or provision of this Agreement shall be valid and be enforced as written to the full extent permitted by law. 12. This Agreement shall inure solely to the benefit of the City, the Local Agency, and the Developer, and shall create no rights in any other person or entity. 13. This Agreement may not be assigned to another party without the written consent of all parties hereto. 14. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 15. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California, without application of conflict of law principles. 16. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written. DUBLIN SAN RAMON SERVICES DISTRICT By: Title: CITY OF DUBLIN By: Title: 97., 1 , 5 -, p- D. 1, /, (I /-/-� - C-4 EXHIBIT A DESCRIPTION OF THE LOCAL AGENCY FACILITIES AND LOCAL AGENCY FEES Facilities to be owned by Local Agency constructed in connection with the development of the property located in the CFD (as it currently exists and as it may be expanded through annexation of the Future Improvement Area), and all hard and soft costs of the facilities, including, but not limited to, site acquisition, construction, planning, design, engineering, legal services, materials testing, coordination, surveying, construction staking, construction inspection and any and all appurtenant facilities and appurtenant work relating thereto, including, but not limited to: • Backbone Sanitary Sewer improvements (including, but not limited to, trench dewatering, sewer main, laterals, monitoring manholes, manholes, pavement, and striping). • Backbone Potable Water improvements (including, but not limited to, water mains, stubs, valves, air vac, blow off, fittings, fire hydrant assemblies, thrust blocks, cap, and striping). • Backbone Recycled Water improvements (including, but not limited to, water mains, stubs, valves, air vac, blow off, fittings, thrust blocks, cap, and striping). • Relocation and /or modifications to existing sanitary sewer, potable water or recycled water facilities located within the proj ect area that are required to provide on -going utility service to the existing US Army base. Local Agency Fees include capital fees payable to the Local Agency, including: • Water Capacity Reserve Fee. Water Meter Assembly Fee. • Wastewater Capacity Reserve Fee. A -1 RESOLUTION NO. 63 -16 RESOLUTION OF THE BOARD OF DIRECTORS OF DUBLIN SAN RAMON SERVICES DISTRICT AUTHORIZING EXECUTION OF A JOINT COMMUNITY FACILITIES AGREEMENT AMONG DUBLIN SAN RAMON SERVICES DISTRICT, DUBLIN CROSSING, LLC, AND THE CITY OF DUBLIN WHEREAS, the City of Dublin ( "City ") has conducted proceedings under the Mello -Roos Community Facilities Act of 1982 to form the City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) and will be conducting proceedings to issue taxable or tax- exempt debt to finance certain public facilities and certain capital fees; and WHEREAS, the public facilities to be financed include certain facilities to be owned and operated by Dublin San Ramon Services District ( "District "), and the capital fees to be financed include certain District fees as described in the joint community facilities agreement with the City and Dublin Crossing, LLC ( "Developer "); and WHEREAS, the Dublin city council has; prior to the execution of the agreement, duly considered the contents of the agreement and has determined, by resolution, that the execution of the agreement would be beneficial; and WHEREAS, the District is willing to cooperate with the City in accomplishing the financing of certain of its facilities and District fees through the City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) ( "CFD "); and WHEREAS, the agreement recites that the District, the Developer and the City wish to provide that the funds'provided through the CFD proceedings are solely for the purpose of payment for certain District facilities, certain District fees, and other facilities and fees, and that each local agency shall be solely and separately responsible for all other aspects of planning, acquiring, constructing, reconstructing, rehabilitating, furnishing, equipping, and owning its own facilities. 1 Res. No. 63 -16 - NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF DUBLIN SAN RAMON SERVICES DISTRICT, a public agency located in the counties of Alameda and Contra Costa, California, as follows: 1. That certain agreement titled "Joint Community Facilities Agreement," (Exhibit A) by and among Dublin San Ramon Services District, a California public agency, Dublin Crossing LLC, and the City of Dublin is hereby determined to be beneficial to future District residents /customers within the CFD and is therefore approved. 2. The General Manager is hereby authorized to make non - substantive changes thereto, as approved by District General Counsel, and the General Manager and District Secretary are hereby authorized and directed to execute, and to attest thereto, respectively, said agreement for and on behalf of Dublin San Ramon Services District. ADOPTED by the Board of Directors of Dublin San Ramon Services District, a public agency in the State of California, counties of Alameda and Contra Costa, at its regular meeting held on the 4th day of October 2016, and passed by the following vote: AYES: 5 - Directors Richard M. Halket, Madelyne A. Misheloff, Edward R. Duarte, Georgean M. Vonheeder- Leopold D.L. (Pat) Howard NOES: 0 ABSENT: 0 ATTEST: %'r t Nicole Genzale, Dxr t Secretary H:\Board\2016 \10- 04- 16\Approve JCFA\Reso - JCFA.doex 2 D.L. (Pat) Howard, President CERTIFIED AS A TRUE AND CORRECT COPY OF THE ORIGINAL ON FILE IN THE OFFICE OF DUBLIN SAN RAMON SERVICES DISTRICT Secretary OCT 5 2