HomeMy WebLinkAbout7.1 Resolution Authorizing Issuance of Special Tax Bonds for and on Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 3 and Approving FormSTAFF REPORT
CITY COUNCIL
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Agenda Item 7.1
DATE:July 20, 2021
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Consideration of a Resolution Authorizing the Issuance of Special Tax Bonds
for and on Behalf of the City of Dublin Community Facilities District No.
2015-1 (Dublin Crossing), Improvement Area No. 3 and Approving Form of
and Execution of Related Documents
Prepared by: Jay Baksa, Assistant Director of Administrative Services
EXECUTIVE SUMMARY:
The City Council will consider the third phase of special tax bond financing for Community
Facilities District No. 2015-1 (Dublin Crossing) and the use of the bond sale proceeds to finance
authorized public capital facilities and public capital facility impact fees. The item for
consideration is a Resolution authorizing issuance of the 2021 special tax bonds and approving
the forms and execution of related bond documents.
STAFF RECOMMENDATION:
Adopt the Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City
of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 3;
Approving the Form and Authorizing the Execution of a Fiscal Agent Agreement, a Purchase
Contract and a Continuing Disclosure Certificate and Authorizing the Sale and Delivery of Special
Tax Bonds Pursuant to Said Purchase Contract; Approving the Form and Delivery of a Preliminary
Official Statement and the Preparation and Distribution of a Final Official Statement to be Derived
from the Preliminary Official Statement; and Approving Execution and Delivery of Other
Documents and Taking of Actions as Necessary to Implement the Issuance, Sale and Delivery of the
Bonds.
FINANCIAL IMPACT:
There is no financial impact on City funds. All costs of the bond issuance, including bond and
disclosure counsel services, will be covered by bond proceeds. The bonds are payable solely from
special taxes levied on property within Improvement Area No. 3 of the CFD.
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DESCRIPTION:
This Staff Report discusses the required actions for City Council consideration in order to proceed
with issuance, sale and delivery of the third series of bonds for Community Facilities District No.
2015-1 (Dublin Crossing) (the CFD) and the disbursement of bond sale proceeds to finance the
previously authorized public capital facilities upon completion and public capital facility fees
relating to the development project initially known as Dublin Crossing but since renamed
Boulevard.
Background
On June 2, 2015, the City Council adopted Resolution No. 96-15, forming the CFD and identifying
the public capital facilities and public capital facility impact fees to be financed by the CFD. On the
same date, the City Council adopted Resolution No. 97- 15, deeming it necessary to incur
indebtedness (in the form of bonds) to provide the authorized financing.
The financing program has been structured to take place in phases related to designated subareas
of the CFD, known as Improvement Areas. The first phase related to Improvement Area No. 1, a
portion of which was the subject of the annexation proceedings completed by the recording on
June 26, 2017, of Annexation Map No. 1, approved by Resolution No. 93-17, adopted by the City
Council on June 20, 2017. The City Council approved by Resolution No. 101-17, adopted by the
City Council on July 18, 2017, the issuance of bonds secured by and repaid from the proceeds of
special taxes levied upon only the taxable parcels in Improvement Area No. 1, which now includes
the property commonly referred to as Phase 1A and Phase 1B. The amount of the Improvement
Area No.1 bonds issued was $32,740,000. All of the Improvement Area No. 1 bond proceeds have
been spent. To date, 436 homes have been sold and 33 homes remain to be sold in Improvement
Area No. 1.
The second phase related to Improvement Area No. 2, which consists of 492 residential units
constructed, under construction or to be constructed. The City Council approved by Resolution No.
118-18, adopted by the City Council on November 18, 2018, the issuance of bonds secured by and
repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement
Area No. 2. The amount of the Improvement Area No. 2 bonds issued was $37,445,000.
Approximately $2,000,597 of the Improvement Area No. 2 bond proceeds remain unspent and are
anticipated to be spent this summer. To date, 236 homes have been sold and 256 homes remain to
be sold in Improvement Area No. 2.
The third phase relates to Improvement Area No. 3, which consists of 287 residential units under
construction or to be constructed. Presently, 23 residential units have been sold and 102 units are
under construction and 162 units will be constructed in the future. The estimated value of the
property securing the repayment of special taxes is $109,800,000 per the appraisal report
prepared for the City by Integra Realty Resources, providing an estimated Value to Lien Ratio of
4.22:1 based on the estimated $26,000,000 par amount of bonds to be issued. Adoption of the
attached Resolution (Attachment 1) will approve the issuance of bonds secured by and repaid
from the proceeds of special taxes levied on taxable parcels in Improvement Area No. 3.
At this time phases 4 and 5 are not annexed into the Community Facilities District No. 2015-1 and
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this will occur closer to the timing of the development of these future phases.
Authorizing Issuance of Bonds and Approving Related Documents (Attachments 1-4)
The attached Resolution (Attachment 1) authorizes the issuance of $26,000,000 of bonds for
Improvement Area No. 3 to provide financing for a portion of the costs and expenses of
Authorized CFD Public Improvements and approves the following documents:
The Fiscal Agent Agreement (Attachment 2), between the City and U.S. Bank National
Association, as Fiscal Agent, which provides the form of the bonds and provides for the
administration of both the bond sale proceeds and the special tax proceeds from which the bonds
will be repaid and, when possible, authorized facilities and impact fees will be financed directly.
The Purchase Contract (Attachment 3), between the City and Hilltop Securities, Inc., as
underwriter (the Underwriter), which provides for the sale of the bonds by the City to the
Underwriter for resale to the ultimate purchasers.
The Preliminary Official Statement (Attachment 4), which provides certain information about the
City, CFD No. 2015-1, Improvement Area No. 3, and the owners and developers of the property in
Improvement Area No. 3 to enable prospective purchasers of the bonds to make an informed
investment decision.
The Continuing Disclosure Certificate (Attachment 4, Appendix G-1), which prescribes the terms
and conditions under which the City, as issuer of the bonds, will provide annual disclosure
reports containing information about the CFD and Improvement Area No. 3 for the benefit of the
bond holders, in satisfaction of requirements of federal securities laws, together with notice of
certain prescribed events (the Listed Events) if such events occur.
City Council Actions Needed
Approval of the attached Resolution and financing documents (Attachments 1 and 4) will
complete the items discussed in this Staff Report and enable the working group, which consists
of City Staff, the developers, and the City’s financial consultants, to proceed with the issuance,
sale, and delivery of the bonds.
Future Actions
Once approved, the working group anticipates posting the Preliminary Official Statement to
potential investors on July 21, 2021, pricing the bonds in early August and closing the bonds in
mid-August. At that time, bond proceeds will be available to reimburse the Developer for costs
incurred.
It is anticipated that future financings will be required for Improvement Area No. 4 and
Improvement Area No. 5 as the project proceeds towards completion. The timing of the future
issuance is unknown at this time.
Senate Bill 450 Analysis
Senate Bill 450, effective January 1, 2018, requires that the Council be furnished with a good faith
estimate of (i) the true interest cost of the bonds (the rate necessary to discount the amounts
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payable on the payment dates to the purchase price received); (ii) the finance charge (the sum of
all fees and charges paid to third parties); (iii) the amount of proceeds received by the issuer (the
gross proceeds less the finance charges and any reserves or capitalized interest funded by the
bonds); and (iv) the total payment amount (the total of all debt service payments to maturity
plus fees and charges not paid from bond proceeds). For these bonds, the estimates are as
follows: (i) true interest cost: 3.45%; (ii) finance charge: $890,000; (iii) net proceeds
$37,534,777; and (iv) total payment amount: $47,885,494. The public shall have access to these
estimates. These amounts are good faith estimates provided by the City’s Underwriter Hilltop
Securities based on a projected par amount of bonds of $26,000,000, plus original issue premium
of $2,424,777, given market conditions as of May 26, 2021; the actual amounts are determined
when the bonds are priced and will vary from these estimates.
STRATEGIC PLAN INITIATIVE:
Strategy 2: Explore New City Revenue Streams for Long Term Financial Stability
Objective D: Continue to maintain strong fiscal policies
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted.
ATTACHMENTS:
1) Resolution Authorizing the Issuance of Special Tax Bonds for and on Behalf of the City of
Dublin CFD No. 2015-1
2) Fiscal Agent Agreement
3) City of Dublin CFD No. 2015-1 Special Tax Bonds, Series 2021 Purchase Contract
4) Preliminary Official Statement including Continuing Disclosure Certificate as Appendix G-1
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Attachment 1
Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 1 of 4
RESOLUTION NO. XX – 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF THE
CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING),
IMPROVEMENT AREA NO. 3; APPROVING THE FORM AND AUTHORIZING THE
EXECUTION OF A FISCAL AGENT AGREEMENT, A PURCHASE CONTRACT AND A
CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING THE SALE AND
DELIVERY OF SPECIAL TAX BONDS PURSUANT TO SAID PURCHASE CONTRACT;
APPROVING THE FORM AND DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT
AND THE PREPARATION AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT TO BE
DERIVED FROM THE PRELIMINARY OFFICIAL STATEMENT; AND APPROVING
EXECUTION AND DELIVERY OF OTHER DOCUMENTS AND TAKING OF ACTIONS AS
NECESSARY TO IMPLEMENT THE ISSUANCE, SALE AND DELIVERY OF THE BONDS
WHEREAS, the City Council (the “City Council”) of the City of Dublin (the “City”) has
previously conducted proceedings under and pursuant to the Mello-Roos Community Facilities
Act of 1982, as amended (the “Act”), to form the City of Dublin Community Facilities District No.
2015-1 (Dublin Crossing) (“CFD No. 2015-1”) and a “Future Annexation Area” which has been,
and is anticipated to continue to be, the subject of annexations into CFD No. 2015-1 from time to
time, to authorize the levy of special taxes upon the land within prescribed improvement areas of
CFD No. 2015-1 (the “Special Taxes”), and to issue special tax bonds for the improvement areas
of CFD No. 2015-1 secured thereby for the purpose of financing all or a portion of the cost and
expense of certain authorized public capital facilities and capital facility impact fees (the
“Authorized CFD Public Improvements”); and
WHEREAS, Resolution No. 96-15, adopted by the City Council on June 2, 2015 (the
“Resolution of Formation”), among other things, authorized the financing of the Authorized CFD
Public Improvements via the levy of the Special Taxes upon the taxable property within each of
five improvement areas of CFD No. 2015-1 (including Improvement Area No. 3); and
WHEREAS, Improvement Area No. 3 of CFD No. 2015-1 has a maximum bonded
indebtedness limitation of $26,000,000; and
WHEREAS, by this Resolution (this “Resolution”), in order to provide financing for a
portion of the costs and expenses of Authorized CFD Public Improvements, the City Council,
acting on behalf of CFD No. 2015-1, desires to provide for the issuance, sale and delivery of its
City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No.
3 Special Tax Bonds, Series 2021 (the “2021 Bonds”); and
WHEREAS, there has been submitted to the City Council for consideration at this
meeting forms of the following documents:
(a) a Fiscal Agent Agreement (the “Fiscal Agent Agreement”), between the City, for and
on behalf of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing)
Improvement Area No. 3, and U.S. Bank National Association, as fiscal agent (the
“Fiscal Agent”), providing for the issuance, execution, delivery and administration of
the 2021 Bonds upon the security of and payable solely from the proceeds of the
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Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 2 of 4
Special Taxes levied in Improvement Area No. 3 and certain prescribed portions of the
proceeds of sale of the 2021 Bonds;
(b) a Purchase Contract (the “Purchase Contract”), between the City and Hilltop
Securities, Inc., as underwriter (the “Underwriter”), providing for the sale by the City
and the purchase by the Underwriter of the 2021 Bonds;
(c) a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), by which
the City agrees to provide an annual report providing certain information relating to the
2021 Bonds as described therein; and
(d) a Preliminary Official Statement (the “Preliminary Official Statement”), providing
certain information about the City, CFD No. 2015-1, Improvement Area No. 3, and the
owners and developers of the property in Improvement Area No. 3 to enable
prospective purchasers of the 2021 Bonds to make an informed investment decision;
and
WHEREAS, the City Council wishes by this Resolution to approve the forms of the Fiscal
Agent Agreement, Purchase Contract and Continuing Disclosure Certificate and to authorize the
City Manager (or any person designated in writing by the City Manager to act on his or her
behalf; all references hereafter in this Resolution to the City Manager shall be deemed to include
reference to any such designee) to execute and deliver each of them, subject to such
modifications as the City Manager in his or her sole discretion deems appropriate following
consultation with the City Attorney or Bond Counsel, Financial Advisor or Special Tax Consultant
to the City for CFD No. 2015-1 and the 2021 Bonds; and
WHEREAS, the City Council further wishes by this Resolution to approve the Preliminary
Official Statement and to authorize and direct the delivery thereof to the Underwriter, subject to
such modifications as the City Manager in his or her sole discretion deems appropriate following
consultation with the City Attorney or the Disclosure Counsel, Financial Advisor or Special Tax
Consultant to the City for CFD No. 2015-1 and the 2021 Bonds, and to authorize and direct the
preparation, execution and delivery of a final Official Statement to be derived therefrom; and
WHEREAS, all conditions, things, and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of the 2021 Bonds as contemplated by
this Resolution and the execution and delivery of the documents referred to herein exist, have
happened and have been performed in due time, form and manner as required by the laws of
the State of California, including the Act. Without limiting the generality of the foregoing, the City
Council hereby finds and determines that the 2021 Bonds and the authorized applications of the
proceeds of sale thereof are in compliance with the City’s Local Goals and Policies Concerning
Use of the Mello-Roos Community Facilities Act of 1982.
NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin
hereby finds, determines and resolves as follows:
Section 1. The foregoing recitals are true and correct, and the City Council hereby so
finds and determines.
Section 2. The City Council hereby authorizes the issuance of the 2021 Bonds pursuant
to the Act, this Resolution and the Fiscal Agent Agreement in an aggregate principal
amount to be set forth in the Purchase Contract, subject to the limitations provided in
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Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 3 of 4
Section 4 hereof. The 2021 Bonds shall be issued as the “City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3 Special Tax
Bonds, Series 2021,” or similar designation. The 2021 Bonds shall be executed in the
form set forth in and otherwise as provided in the Fiscal Agent Agreement.
Section 3. The City Council hereby approves the Fiscal Agent Agreement, the Purchase
Contract and the Continuing Disclosure Certificate in the respective forms presented. The City
Manager is hereby authorized and directed to execute each of these three agreements, for and
in the name and on behalf of the City, subject to such modifications as the City Manager in his or
her sole discretion deems appropriate following consultation with the City Attorney or the Bond
Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the
2021 Bonds. The City Council hereby authorizes the performance by the City and its officers
and employees of the duties and obligations imposed upon the City and its officers and
employees under the terms of each of the three agreements. Without limiting the generality of
the foregoing, the City shall coordinate with the Fiscal Agent to apply the proceeds of the 2021
Bonds for the purposes and in the amounts as set forth in the Fiscal Agent Agreement.
Section 4. The City Manager is hereby authorized and directed to accept the offer of the
Underwriter to purchase the 2021 Bonds as set forth in the Purchase Contract, as executed by
the Underwriter and by the City Manager, for and in the name and on behalf of the City;
provided, that (a) the aggregate principal amount of the 2021 Bonds shall not exceed
$26,000,000, which is the maximum authorized indebtedness limit for Improvement Area No. 3
of CFD 2015-1, and (b) the Underwriter’s discount on the 2021 Bonds shall not exceed 1.5% of
the par amount. As required by Section 53345.8 of the Act, the City Council finds and
determines that the value of the real property subject to the special tax in Improvement Area No.
3 of CFD 2015-1 is at least three times the maximum principal amount of the 2021 Bonds to be
issued under the Fiscal Agent Agreement and the principal amount of all other bonds that are
secured by a special tax levied pursuant to the Act or a special assessment on property within
Improvement Area No. 3. The City Council further finds and determines that the sale of the
2021 Bonds to the Underwriter by negotiated sale will result in a lower overall interest cost to the
City and Improvement Area No. 3 of CFD 2015-1.
Section 5. The City Council hereby approves the Preliminary Official Statement in the
form presented. The City Manager is hereby authorized and directed to approve changes to the
Preliminary Official Statement prior to its dissemination to the Underwriter and prospective
investors, and to execute and deliver a final Official Statement (the “Official Statement”) to be
derived from the Preliminary Official Statement, for and in the name and on behalf of the City,
with such changes or additions thereto as the City Manager in his or her sole discretion deems
appropriate following consultation with the City Attorney or the Disclosure Counsel, Financial
Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2021 Bonds. The City
Council hereby authorizes the Underwriter to distribute copies of said Preliminary Official
Statement to persons who may be interested in the purchase of the 2021 Bonds and to deliver
copies of the Official Statement to all actual purchasers of the 2021 Bonds. The City Manager is
hereby authorized and directed to execute a certificate or certificates to the effect that the
Preliminary Official Statement is deemed “final” for purposes of Rule 15c2-12 of the Securities
Exchange Act of 1934 as of its date of distribution.
Section 6. The City hereby covenants, for the benefit of the owners of the 2021 Bonds, to
commence and diligently pursue to completion any foreclosure action regarding delinquent
installments of any amount levied as a Special Tax within Improvement Area No. 3 for the
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Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 4 of 4
payment of interest or principal of the 2021 Bonds, said foreclosure action to be commenced
and pursued as more completely set forth in the Fiscal Agent Agreement.
Section 7. The 2021 Bonds, when executed by the prescribed officers of the City, shall be
delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and
directed to authenticate the 2021 Bonds by executing the Fiscal Agent’s certificate of
authentication and registration appearing thereon, and to deliver the 2021 Bonds, when duly
executed and authenticated, to the Underwriter in accordance with written instructions executed
on behalf of the City by the City Manager, which instructions the City Manager is hereby
authorized, for and in the name and on behalf of the City, to execute and deliver to the Fiscal
Agent. Such instructions shall provide for the delivery of the 2021 Bonds to the Underwriter or its
designee in accordance with the Purchase Contract, upon payment of the purchase price
therefor.
Section 8. All actions heretofore taken by the officers and agents of the City with respect
to the establishment of CFD No. 2015-1 and the annexation and designation of certain land
therein as Improvement Area No. 3, and the sale and issuance of the 2021 Bonds are hereby
approved, confirmed and ratified, and the City Manager is hereby authorized and directed to do
any and all things and take any and all actions and execute any and all certificates, agreements
and other documents, which he or she may deem necessary or advisable in order to
consummate the lawful issuance and delivery of the 2021 Bonds in accordance with this
Resolution, and any certificate, agreement, and other document described in the documents
herein approved. Any document herein approved and executed and delivered by any one of the
City Manager shall be a valid and binding agreement of the City.
Section 9. This Resolution shall take effect upon its adoption.
PASSED, APPROVED AND ADOPTED this 20th day of July 2021, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
634
Jones Hall Draft of July 6, 2021
FISCAL AGENT AGREEMENT
by and between the
CITY OF DUBLIN
and
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of __________ 1, 2021
Relating to:
$__________
City of Dublin
Community Facilities District No. 2015-1
(Dublin Crossing)
Improvement Area No. 3
Special Tax Bonds, Series 2021
Attachment #2
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TABLE OF CONTENTS
ARTICLE I
AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement ......................................................................................... 2
Section 1.02. Agreement for Benefit of Owners of the Bonds ............................................................ 2
Section 1.03. Definitions ..................................................................................................................... 2
ARTICLE II
TERMS OF THE 2021 BONDS
Section 2.01. Principal Amount; Designation ................................................................................... 12
Section 2.02. Terms of Bonds .......................................................................................................... 12
Section 2.03. Redemption ................................................................................................................ 13
Section 2.04. Form of Bonds ............................................................................................................ 16
Section 2.05. Execution and Authentication of Bonds ...................................................................... 16
Section 2.06. Transfer or Exchange of Bonds .................................................................................. 16
Section 2.07. Bond Register ............................................................................................................. 17
Section 2.08. Temporary Bonds ....................................................................................................... 17
Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen ............................................................... 17
Section 2.10. Book-Entry Only System ............................................................................................ 18
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds ................................................................................. 20
Section 3.02. Pledge of Special Tax Revenues ............................................................................... 20
Section 3.03. Limited Obligation ....................................................................................................... 20
Section 3.04. No Acceleration .......................................................................................................... 21
Section 3.05. Validity of Bonds ......................................................................................................... 21
Section 3.06. Parity Bonds ............................................................................................................... 21
ARTICLE IV
PROCEEDS, FUNDS AND ACCOUNTS
Section 4.01. Application of 2021 Bond Proceeds ........................................................................... 22
Section 4.02. Costs of Issuance Fund .............................................................................................. 22
Section 4.03. Reserve Fund ............................................................................................................. 23
Section 4.04. Bond Fund .................................................................................................................. 24
Section 4.05. Special Tax Fund ........................................................................................................ 26
Section 4.06. Administrative Expense Fund ..................................................................................... 28
Section 4.07. Improvement Fund ..................................................................................................... 28
ARTICLE V
COVENANTS
Section 5.01. Collection of Special Tax Revenues ........................................................................... 30
Section 5.02. Covenant to Foreclose ............................................................................................... 31
Section 5.03. Punctual Payment ...................................................................................................... 31
Section 5.04. Extension of Time for Payment .................................................................................. 32
Section 5.05. Against Encumbrances ............................................................................................... 32
Section 5.06. Books and Records .................................................................................................... 32
Section 5.07. Protection of Security and Rights of Owners .............................................................. 32
Section 5.08. Further Assurances .................................................................................................... 32
Section 5.09. Private Activity Bond Limitations ................................................................................ 32
Section 5.10. Federal Guarantee Prohibition ................................................................................... 32
Section 5.11. Rebate Requirement .................................................................................................. 32
Section 5.12. No Arbitrage ............................................................................................................... 33
Attachment #2
636
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Section 5.13. Yield of the 2021 Bonds ............................................................................................. 33
Section 5.14. Maintenance of Tax-Exemption .................................................................................. 33
Section 5.15. Continuing Disclosure ................................................................................................. 33
Section 5.16. Limits on Special Tax Waivers and Bond Tenders ..................................................... 33
Section 5.17. City Bid at Foreclosure Sale ....................................................................................... 34
Section 5.18. Limitation on Principal Amount of Parity Bonds ......................................................... 34
Section 5.19. Amendment of Rate and Method ............................................................................... 34
ARTICLE VI
INVESTMENTS; LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds ............................................................. 35
Section 6.02. Liability of City ............................................................................................................ 36
Section 6.03. Employment of Agents by City ................................................................................... 37
ARTICLE VII
THE FISCAL AGENT
Section 7.01. The Fiscal Agent ......................................................................................................... 38
Section 7.02. Liability of Fiscal Agent ............................................................................................... 39
Section 7.03. Information; Books and Accounts ............................................................................... 40
Section 7.04. Notice to Fiscal Agent ................................................................................................. 40
Section 7.05. Compensation, Indemnification .................................................................................. 41
ARTICLE VIII
MODIFICATION OR AMENDMENT
Section 8.01. Amendments Permitted .............................................................................................. 42
Section 8.02. Owners’ Meetings ....................................................................................................... 43
Section 8.03. Procedure for Amendment with Written Consent of Owners ...................................... 43
Section 8.04. Disqualified Bonds ...................................................................................................... 43
Section 8.05. Effect of Supplemental Agreement ............................................................................. 44
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments .......................... 44
Section 8.07. Amendatory Endorsement of Bonds .......................................................................... 44
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ................................................................... 45
Section 9.02. Successor and Predecessor ....................................................................................... 45
Section 9.03. Discharge of Agreement ............................................................................................. 45
Section 9.04. Execution of Documents and Proof of Ownership by Owners ................................... 46
Section 9.05. Waiver of Personal Liability ........................................................................................ 46
Section 9.06. Notices to and Demands on City and Fiscal Agent .................................................... 47
Section 9.07. Partial Invalidity .......................................................................................................... 47
Section 9.08. Unclaimed Moneys ..................................................................................................... 47
Section 9.09. Applicable Law ........................................................................................................... 47
Section 9.10. Conflict with Act .......................................................................................................... 48
Section 9.11. Conclusive Evidence of Regularity ............................................................................. 48
Section 9.12. Payment on Business Day ......................................................................................... 48
Section 9.13. State Reporting Requirements ................................................................................... 48
Section 9.14. Counterparts ............................................................................................................... 49
EXHIBIT A: FORM OF 2021 BOND
EXHIBIT B: OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND
EXHIBIT C: OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND
Attachment #2
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FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (this “Agreement”) is made and entered into and
dated as of __________ 1, 2021, by and between the CITY OF DUBLIN, a municipal corporation
and general law city organized and existing under and by virtue of the Constitution and laws of
the State of California (the “City”) for and on behalf of the City of Dublin Community Facilities
District No. 2015-1 (Dublin Crossing) (the “CFD”) for its Improvement Area No. 3 (“Improvement
Area No. 3”), and U.S. Bank National Association, a national banking association duly organized
and existing under the laws of the United States of America with a corporate trust office located
in San Francisco, California, as fiscal agent (the “Fiscal Agent”).
WITNESSETH:
WHEREAS, the City Council of the City (the “City Council”) has formed the CFD under the
provisions of the Mello-Roos Community Facilities Act of 1982, as amended (section 53311 et
seq. of the California Government Code) (the “Act”); and
WHEREAS, the City Council, as the legislative body with respect to the CFD, is authorized
under the Act to levy special taxes to pay for the costs of certain authorized public capital facilities
and capital facilities fees within the CFD and to authorize the issuance of the Bonds (as defined
in Section 1.03) in multiple series, each secured by the Special Taxes (as defined in Section 1.03)
levied on the taxable property within a specified improvement area of the CFD; and
WHEREAS, on _________, 2021, the City Council adopted Resolution No. ___-21 (the
“Resolution”), authorizing the issuance of the 2021 Bonds (as defined in Section 1.03) on behalf
of the CFD, to be secured and to be made payable from proceeds of the Special Tax levied on
the taxable property within Improvement Area No. 3 (as defined in Section 1.03); and
WHEREAS, it is in the public interest and for the benefit of the City, the CFD and the
persons responsible for the payment of special taxes that the City enter into this Agreement to
provide for the issuance of Bonds hereunder to finance the acquisition and construction of certain
authorized public capital facilities and the payment of certain authorized capital facilities fees for
the CFD and to provide for the disbursement of proceeds of the Bonds, the disposition of the
Special Taxes securing the Bonds and the administration and payment of the Bonds and other
matters related thereto; and
WHEREAS, the City has determined that all things necessary to cause the Bonds, when
authenticated by the Fiscal Agent and issued as provided in the Act, the Resolution and this
Agreement, to be legal, valid, binding and limited obligations in accordance with their terms, and
all things necessary to cause the creation, authorization, execution and delivery of this Agreement
and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof,
have in all respects been duly authorized.
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged,
the parties hereto do hereby agree as follows:
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ARTICLE I
AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant
to the Act and the Resolution.
Section 1.02. Agreement for Benefit of Owners of the Bonds. The provisions,
covenants and agreements herein set forth to be performed by or on behalf of the City shall be
for the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds, without
regard to the time or times of their issuance or maturity, shall be of equal rank without preference,
priority or distinction of any of the Bonds over any other thereof, except as expressly provided in
or permitted by this Agreement.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and
of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All references herein to “Articles,” “Sections” and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,”
“hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and
not to any particular Article, Section or subdivision hereof.
“2021 Bonds” means the City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing) Improvement Area No. 3 Special Tax Bonds, Series 2021.
“2021 Reserve Subaccount” means the subaccount of the Reserve Fund designated as
such established and administered under Section 4.03.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
“Acquisition Agreement” means the Acquisition Agreement dated as of July 18, 2017 by
and between the City and the Developer, as it may be amended from time-to-time.
“Administrative Expenses” means costs directly related to the administration of the CFD
including but not limited to: the costs of computing the Special Taxes and preparing the annual
Special Tax collection schedules (whether by a City employee or consultant or both) and the
costs of collecting the Special Taxes (whether on the secured property tax roll of the County or
otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; costs of the Fiscal Agent
(including its legal counsel) in the discharge of its duties under this Agreement; the costs of the
City or its consultants relating to the annexation of property to the CFD; the costs of the City or its
designee of complying with the disclosure provisions of the Act and this Agreement, including
those related to public inquiries regarding the Special Tax and both initial and continuing
disclosures; the costs of the City or its designee related to an appeal of the Special Tax; any
amounts required to be rebated to the federal government; an allocable share of the salaries of
the City staff directly related to the foregoing and a proportionate amount of City general
administrative overhead related thereto. Administrative Expenses shall also include amounts
advanced by the City for any administrative purpose of the CFD, including costs related to
prepayments of Special Taxes, recordings related to such prepayments and satisfaction of
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Special Taxes, amounts advanced to ensure maintenance of tax exemption of interest on the
Bonds, and the costs of prosecuting foreclosure on account of delinquent Special Taxes.
“Administrative Expense Fund” means the fund designated the “City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3 Administrative Expense
Fund” established and administered under Section 4.06.
“Administrative Services Director” means the official of the City having that title or the
official having equivalent duties, or such official’s designee, who acts in the capacity as the chief
financial officer of the City.
“Administrator” means the Administrative Services Director or other official of the City
designated to administer the Special Tax in accordance with the Rate and Method; initially, the
Administrative Services Director shall perform the duties of the Administrator under this
Agreement and the Rate and Method.
“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented
from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof.
“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year
(including any mandatory sinking payment due in such Bond Year).
“Auditor” means the Auditor/Controller of the County, or such other official at the County
who is responsible for preparing property tax bills.
“Authorized Officer” means the City Manager, the Assistant City Manager, the
Administrative Services Director, the Finance Director or any other officer or employee authorized
by the City Council of the City or by an Authorized Officer to undertake an action referenced in
this Agreement as required to be undertaken by an Authorized Officer.
“Bond Counsel” and “Bond and Disclosure Counsel” means Jones Hall, A Professional
Law Corporation or any other attorney or firm of attorneys acceptable to the City and nationally
recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities
issued by public entities.
“Bond” or “Bonds” means the 2021 Bonds and, if the context requires, any Parity Bonds,
at any time Outstanding under this Agreement or any Supplemental Agreement and all of which
are secured by and are payable from proceeds of the Special Taxes of Improvement Area No. 3.
“Bond Fund” means the fund designated the “City of Dublin Community Facilities District
No. 2015-1 (Dublin Crossing) Improvement Area No. 3 Special Tax Bonds, Bond Fund”
established and administered under Section 4.04.
“Bond Year” means the one-year period beginning on September 2nd in each year and
ending on September 1 in the following year, except that the first Bond Year shall begin on the
Closing Date and shall end on September 1, 2021.
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“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in the state in which the Fiscal Agent has its principal corporate trust office
are authorized or obligated by law or executive order to be closed.
“Capitalized Interest Account” means the account by that name held by the Fiscal Agent
and established and administered under Section 4.04 (A).
“CDIAC” means the California Debt and Investment Advisory Commission in the Office of
the California State Treasurer, or any successor agency, board or commission.
“CFD” means the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing)
formed under the Resolution of Formation.
“City” means the City of Dublin, California and any successor thereto.
“City Attorney” means any attorney or firm of attorneys employed by the City in the
capacity of City attorney.
“Closing Date” means _________, 2021, the date upon which there is a physical delivery
of the 2021 Bonds in exchange for the amount representing the purchase price of the 2021 Bonds
by the Original Purchaser, as set forth in Section 4.01.
“Continuing Disclosure Agreement” shall mean that certain Continuing Disclosure
Agreement executed by the City and the dissemination agent identified therein, dated
__________ 1, 2021, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly
by the City and related to the authorization, sale, delivery and issuance of the Bonds, which items
of expense shall include, but not be limited to, printing costs, costs of reproducing and binding
documents, closing costs, appraisal costs, filing and recording fees, fees and expenses of counsel
to the City, initial fees and charges of the Fiscal Agent including its first annual administration fees
and its legal fees and charges, including the allocated costs of in-house attorneys, expenses
incurred by the City in connection with the issuance of the Bonds, bond (underwriter’s) discount,
legal fees and charges, including those of Bond and Disclosure Counsel, financial consultant’s
fees, charges for execution, authentication, transportation and safekeeping of the Bonds and any
other costs, charges and fees of a like nature.
“Costs of Issuance Fund” means the fund designated the “City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3 Special Tax Bonds, Costs
of Issuance Fund” established and administered under Section 4.02.
“City Council” means the City Council of the City in its capacity as the legislative body of
the CFD.
“County” means the County of Alameda, California.
“Dated Date” means, with respect to the 2021 Bonds, the dated date of the 2021 Bonds,
which is the Closing Date.
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“Debt Service” means the scheduled amount of interest and amortization of principal
payable on the 2021 Bonds under Sections 2.02 and 2.03 and the scheduled amount of interest
and amortization of principal payable on any Parity Bonds during the period of computation, in
each case excluding amounts scheduled during such period which relate to principal which has
been retired before the beginning of such period.
“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository for book-entry under Section 2.10.
“Developer” means Dublin Crossing, LLC, and its successors and assigns.
“Director of Public Works” means the official of the City having that title, or such official’s
designee.
“DTC” means The Depository Trust Company, New York, New York, and its successors
and assigns.
“Fair Market Value” means with respect to Permitted Investments, the price at which a
willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length
transaction (determined as of the date the contract to purchase or sell the investment becomes
binding) if the investment is traded on an established securities market (within the meaning of
section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition
price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a
certificate of deposit that is acquired in accordance with applicable regulations under the Tax
Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment
provisions and a specifically negotiated interest rate (for example, a guaranteed investment
contract, a forward supply contract or other investment agreement) that is acquired in accordance
with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury
Security—State and Local Government Series that is acquired in accordance with applicable
regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund
in which the City and related parties do not own more than a ten percent (10%) beneficial interest
if the return paid by such fund is without regard to the source of the investment.
“Federal Securities” means: (a) any direct general obligations of the United States of
America (including obligations issued or held in book entry form on the books of the Department
of the Treasury of the United States of America), the payment of principal of and interest on which
are unconditionally and fully guaranteed by the United States of America; and (b) any obligations
the principal of and interest on which are unconditionally guaranteed by the United States of
America.
“Fiscal Agent” means U.S. Bank National Association, the Fiscal Agent appointed by the
City and acting as an independent fiscal agent with the duties and powers herein provided, its
successors and assigns, and any other corporation or association which may at any time be
substituted in its place, as provided in Section 7.01.
“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
“Improvement Area No. 3” means the property within the boundary of the CFD and
designated as “Improvement Area No. 3”.
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“Improvement Area No. 3 Value” means the market value, as of the date of the appraisal
described below and/or the date of the most recent County real property tax roll, as applicable, of
all parcels of real property in Improvement Area No. 3 subject to the levy of the Special Taxes
and not delinquent in the payment of any Special Taxes then due and owing, including with
respect to such nondelinquent parcels the value of the then existing improvements and any
facilities to be constructed or acquired with any amounts then on deposit in the Improvement Fund
(and any subaccounts therein) and with the proceeds of any proposed series of Parity Bonds, as
determined with respect to any parcel or group of parcels by reference to (i) an appraisal
performed within six (6) months of the date of issuance of any proposed Parity Bonds by an MAI
appraiser (the “Appraiser”) selected by the City, or (ii) in the alternative, the assessed value of all
such nondelinquent parcels and improvements thereon as shown on the then current County real
property tax roll available to the Administrative Services Director. It is expressly acknowledged
that, in determining the Improvement Area No. 3 Value, the City may rely on an appraisal to
determine the value of some or all of the parcels in Improvement Area No. 3 and/or the most
recent County real property tax roll as to the value of some or all of the parcels in Improvement
Area No. 3. Neither the City nor any Authorized Officer shall be liable to the Owners, the Original
Purchaser or any other person or entity in respect of any appraisal provided for purposes of this
definition or by reason of any exercise of discretion made by any Appraiser pursuant to this
definition.
“Improvement Fund” means the fund designated “City of Dublin Community Facilities
District No. 2015-1 (Dublin Crossing) Improvement Area No. 3 Improvement Fund,” together with
the Bond Proceeds Subaccount and Special Tax Proceeds Subaccount, established under
Section 4.07.
“Independent Financial Consultant” means any consultant or firm of such consultants
appointed by the City or the Administrative Services Director, and who, or each of whom: (i) is
judged by an Authorized Officer to have experience in matters relating to the issuance and/or
administration of bonds under the Act; (ii) is in fact independent and not under the domination of
the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any
owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with
the City as an officer or employee of the City, but who may be regularly retained to make reports
to the City.
“Information Services” means (i) the Municipal Securities Rulemaking Board’s Electronic
Municipal Market Access website and (ii) in accordance with then current guidelines of the
Securities and Exchange Commission, such other addresses and/or such services providing
information with respect to called bonds as the City may designate in an Officer’s Certificate
delivered to the Fiscal Agent.
“Interest Payment Date” means each March 1 and September 1 of every calendar year,
commencing with September 1, 2021.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
“Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer
of the City.
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“Ordinance” means any ordinance of the City Council of the City levying the Special Taxes,
including but not limited to Ordinance 12-18, which is an amended and restated ordinance for the
CFD adopted by the Council on November 20, 2018, as it may be amended from time-to-time.
“Original Purchaser” means, with respect to the 2021 Bonds, Hilltop Securities Inc., the
first purchaser of the 2021 Bonds from the City.
“Outstanding,” when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the
Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to
have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for
which other Bonds shall have been authorized, executed, issued and delivered by the City under
this Agreement or any Supplemental Agreement.
“Owner” or “Bondowner” means any person who shall be the registered owner of any
Outstanding Bond.
“Parity Bonds” means bonds issued by the City for the CFD in addition to the 2021 Bonds
and payable on a parity with any then Outstanding Bonds pursuant to Section 3.06.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
“Permitted Investments” means any of the following which at the time of investment are
legal investments under the laws of the State and the City’s investment policies for the moneys
proposed to be invested therein (the Fiscal Agent is entitled to conclusively rely on written
investment direction of the City as a determination by the City that such investment is a legal
investment), but only to the extent that the same are acquired at Fair Market Value:
(a) Federal Securities;
(b) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed
by any of the following federal agencies and provided such obligations are backed by the full faith
and credit of the United States of America (stripped securities are only permitted if they
have been stripped by the agency itself): (i) direct obligations or fully guaranteed
certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial
ownership of the Farmers Home Administration; (iii) obligations of the Federal Financing Bank;
(iv) debentures of the Federal Housing Administration; (v) participation certificates of the
General Services Administration; (vi) guaranteed mortgage-backed bonds or guaranteed pass-
through obligations of the Government National Mortgage Association; (vii) guaranteed
Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority
bonds, new communities debentures and U.S. public housing notes and bonds of the U.S.
Department of Housing and Urban Development;
(c) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed
by any of the following non-full faith and credit U.S. government agencies (stripped securities are
only permitted if they have been stripped by the agency itself): (i) senior debt obligations of the
Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of
the Federal Home Loan Mortgage Corporation; (iii) mortgage-backed securities and senior
debt obligations of the Federal National Mortgage Association (excluding stripped mortgage
securities which are valued greater than par on the portion of unpaid principal); (iv) senior debt
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obligations of the Student Loan Marketing Association; (v) obligations (but only the interest
component of stripped obligations) of the Resolution Funding Corporation; and (vi) consolidated
system-wide bonds) and notes of the Farm Credit System;
(d) money market funds (including funds of the Fiscal Agent or its affiliates) registered
under the Federal Investment Company Act of 1940, whose shares are registered under the
Federal Securities Act of 1933, and having a rating by S&P of “AAAm-G”, “AAAm”, or “AAm,”
or, if rated by Moody’s, rated “Aaa-mf”, “Aa-mf’ or “A-mf”;
(e) certificates of deposit secured at all times by collateral described in (a) or (b)
above, which have a maturity of one year or less, which are issued by commercial banks, savings
and loan associations or mutual savings banks, and such collateral must be held by a third
party, and the Fiscal Agent must have a perfected first security interest in such collateral;
(f) certificates of deposit, savings accounts, deposit accounts or money market
deposits (including those of the Fiscal Agent and its affiliates) which are fully insured by the
Federal Deposit Insurance Corporation;
(g) investment agreements, including guaranteed investment contracts, forward
purchase agreements and Reserve Account put agreements, which are general obligations of an
entity whose long term debt obligations, or claims paying ability, respectively, is rated in one of
the two highest rating categories by Moody’s or S&P;
(h) commercial paper rated, at the time of purchase, “Prime-1” by Moody’s and “A 1”
or better by S&P;
(i) bonds or notes issued by any state or municipality which are rated by Moody’s and
S&P in one of the two highest rating categories assigned by such agencies;
(j) deposit accounts, federal funds or bankers acceptances with a maximum term of
one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating
of “Prime-1” or “A3” or better by Moody’s and “A-1” or “A” or better by S&P;
(k) repurchase agreements which provide for the transfer of securities from a dealer
bank or securities firm (seller/borrower) to the Fiscal Agent and the transfer of cash from the
Fiscal Agent to the dealer bank or securities firm with an agreement that the dealer bank or
securities firm will repay the cash plus a yield to the Fiscal Agent in exchange for the
securities at a specified date, which satisfy the following criteria:
(i) repurchase agreements must be between the Fiscal Agent and (A) a
primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of
the Securities Investors Protection Corporation which are rated “A” or better by Moody’s and
S&P, or (B) a bank rated “A” or better by Moody’s and S&P;
(ii) the written repurchase agreement contract must include the following:
(A) securities acceptable for transfer, which may be direct U.S. government obligations,
or federal agency obligations backed by the full faith and credit of the U.S. government; (B) the
term of the repurchase agreement may be up to 30 days; (C) the collateral must be delivered to
the Fiscal Agent or a third party acting as agent for the Fiscal Agent simultaneous with
payment (perfection by possession of certificated securities); (D) the Fiscal Agent must
have a perfected first priority security interest in the collateral; (E) the collateral must be free
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and clear of third-party liens and, in the case of a broker which falls. under the jurisdiction
of the Securities Investors Protection Corporation, are not subject to a repurchase agreement
or a reverse repurchase agreement; (F) failure to maintain the requisite collateral percentage,
after a two-day restoration period, will require the Fiscal Agent to liquidate the collateral;
(G) the securities must be valued weekly, marked-to-market at current market price plus
accrued interest and the value of collateral must be equal to 104% of the amount of cash
transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase
agreement plus accrued interest (unless the securities used as collateral are obligations of the
Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation,
in which case the collateral must be equal to 105% of the amount of cash transferred by
the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus
accrued interest). If the value of securities held as collateral falls below 104% of the value of
the cash transferred by the Fiscal Agent, then additional cash and/or acceptable securities must
be transferred; and
(iii) a legal opinion must be delivered to the Fiscal Agent to the effect that the
repurchase agreement meets guidelines under state law for legal investment of public funds;
(l) the Local Agency Investment Fund of the State of California, created
pursuant to Section 16429.1 of the California Government Code, to the extent the Fiscal Agent
is authorized to register such investment in its name; and
(k) the California Asset Management Program.
“Principal Office” means such corporate trust office of the Fiscal Agent as may be
designated from time to time by written notice from the Fiscal Agent to the City, initially being at
the address set forth in Section 9.06, or such other office designated by the Fiscal Agent from
time to time; except that with respect to presentation of Bonds for payment or for registration of
transfer and exchange such term shall mean the office or agency of the Fiscal Agent at which, at
any particular time, its corporate trust agency business shall be conducted, initially in St. Paul,
Minnesota.
“Priority Administrative Expenses Amount” means (i) for Fiscal Year 2021-22, the amount
of $25,000 and (ii) for each succeeding Fiscal Year, the sum of (A) the Priority Administrative
Expenses Amount for the preceding Fiscal Year plus (B) 2% of the Priority Administrative
Expenses Amount for the preceding Fiscal Year. [CONFIRM]
“Proceeds” when used with reference to the Bonds, means the face amount of the Bonds,
plus any accrued interest and original issue premium, less any original issue and/or underwriter’s
discount.
“Project” means the public facilities and fees authorized to be financed by Improvement
Area No. 3.
“Rate and Method” means the Rate and Method of Apportionment of Special Tax for
Improvement Area No. 3, as set forth in Exhibit B to the Resolution of Formation, as it may
subsequently be amended in compliance with its provisions and the provisions of this Agreement
and the Act.
“Rating Agency” means any nationally recognized rating agency.
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“Record Date” means the fifteenth day of the calendar month next preceding the
applicable Interest Payment Date, whether or not such day is a Business Day.
“Refunding Bonds” means bonds issued by the City for the CFD, the net proceeds of which
are used to refund all or a portion of the then-Outstanding Bonds; provided that (i) the total interest
cost to maturity on the refunding bonds plus the principal amount of the refunding bonds is less
than the total interest cost to maturity on the Bonds to be refunded plus the principal amount of
the Bonds to be refunded and (ii) the final maturity of the Refunding Bonds is not later than the
final maturity of the Bonds being refunded.
“Remainder Taxes” means the Special Taxes deposited in the Special Tax Proceeds
Subaccount of the Improvement Fund pursuant to Section 4.05(B)(iv).
“Remainder Taxes Period” means the period through and including the date that is the
earlier of (i) the end of the 15th Fiscal Year during which Special Taxes have been levied on
property in Improvement Area No. 3 or (ii) the date the Project has been fully funded.
“Reserve Fund” means the fund designated the “City of Dublin Community Facilities
District No. 2015-1 (Dublin Crossing) Improvement Area No. 3, Special Tax Bonds, Reserve
Fund” established and administered under Section 4.03.
“Reserve Requirement” means, with respect to any series of Bonds (unless otherwise
specified in a Supplemental Agreement, including to create a single parity reserve fund for
multiple series of Bonds), the least of (i) Maximum Annual Debt Service on the applicable series
of Bonds, (ii) 125% of average Annual Debt Service on the applicable series of Bonds and (iii)
10% of the original principal amount of the applicable series of Bonds (or the issue price of the
respective Bonds excluding accrued interest, if the net original issue discount or premium is less
than 98% or more than 102% of the principal amount of the respective Bonds), as calculated by
the City; provided, that (a) if a parity reserve fund for multiple series of Bonds is established,
references to the applicable series of Bonds shall mean all Bonds covered by such parity reserve
fund and (b) in no event shall the City, in connection with the issuance of Parity Bonds covered
by the Reserve Fund pursuant to a Supplemental Agreement be obligated to deposit an amount
in the Reserve Fund which is in excess of the amount permitted by the applicable provisions of
the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the
yield of any investment purchased with any portion of such deposit and, in the event the amount
of any such deposit into the Reserve Fund is so limited, the Reserve Requirement shall, in
connection with the issuance of such Parity Bonds, be increased only by the amount of such
deposit as permitted by the Code.
“Resolution” or “Resolution of Issuance” means Resolution No. ___-21 adopted by the
Council on _______, 2021, authorizing the issuance of the 2021 Bonds.
“Resolution of Formation” means Resolution No. 96-15 adopted by the Council on June
2, 2015, forming the CFD.
“Resolution of Intention” means Resolution No. 56-15 adopted by the Council on April 21,
2015.
“Securities Depositories” means DTC and, in accordance with then current guidelines of
the Securities and Exchange Commission, such other securities depositories as the City may
designate in an Officer’s Certificate delivered to the Fiscal Agent.
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“Special Tax Fund” means the special fund designated “City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3, Special Tax Fund”
established and administered under Section 4.05.
“Special Tax Prepayments” means the proceeds of any Special Tax prepayments received
by the City with respect to Improvement Area No. 3, as calculated pursuant to the Rate and
Method, less any administrative fees or penalties collected as part of any such prepayment.
“Special Tax Prepayments Account” means the account by that name established within
the Bond Fund by Section 4.04(A) hereof.
“Special Tax Revenues” means the proceeds of the Special Tax received by the City, less
the Priority Administrative Expenses Amount, including (a) any scheduled payments thereof, (b)
any Special Tax Prepayments, (c) the proceeds of the redemption of any delinquent payments of
the Special Tax and (d) the proceeds of redemption or sale of property sold as a result of
foreclosure on account of delinquent payments of the Special Tax, but excluding therefrom any
penalties collected in connection with any such foreclosure and excluding any Special Taxes
deposited in the Special Tax Proceeds Subaccount of the Improvement Fund.
“Special Tax” or “Special Taxes” means the Special Tax (as defined in the Rate and
Method) levied by the City pursuant to the Rate and Method within Improvement Area No. 3 under
the Act, the Ordinance and this Agreement.
“State” means the State of California.
“Supplemental Agreement” means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the City Council under the Act and which agreement
is amendatory of or supplemental to this Agreement, but only if and to the extent that such
agreement is specifically authorized hereunder.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance
of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable temporary and
final regulations promulgated, and applicable official public guidance published, under the Tax
Code.
“Term 2021 Bonds” means the 2021 Bonds maturing on September 1, 20__, September
1, 20__, September 1, 20__ and September 1, 20__.
“Verification Agent” means an individual or firm of individuals appointed by the City or the
Administrative Services Director to advise the City with respect to the sufficiency of cash and/or
Federal Securities, as provided by subsection (C) of Section 9.03 hereof, and who, or each of
whom, (i) is judged by an Authorized Officer to have experience in matters relating to such
determinations; (ii) is in fact independent and not under the domination of the City; (iii) does not
have any substantial interest, direct or indirect, with or in the City, or any owner of real property
in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer
or employee of the City, but who may be regularly retained to make reports to the City.
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ARTICLE II
TERMS OF THE 2021 BONDS
Section 2.01. Principal Amount and Designation of 2021 Bonds. The 2021 Bonds in
the aggregate principal amount of $__________ are hereby authorized to be issued by the City
for the CFD under and subject to the terms of the Act, the Resolution, this Agreement and other
applicable laws of the State of California. The 2021 Bonds shall be designated as the “City of
Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3
Special Tax Bonds, Series 2021”.
Section 2.02. Terms of the 2021 Bonds.
(A) Form; Denominations. The 2021 Bonds shall be issued as fully registered Bonds
without coupons. The 2021 Bonds shall be lettered and numbered in a customary manner as
determined by the Fiscal Agent. The 2021 Bonds shall be issued in the denominations of $5,000
or any integral multiple in excess thereof.
(B) Date of 2021 Bonds. The 2021 Bonds shall be dated the Closing Date.
(C) CUSIP Identification Numbers. “CUSIP” identification numbers may, at the
election of the Original Purchaser of the Bonds, be imprinted on the Bonds, but such numbers
shall not constitute a part of the contract evidenced by the Bonds and any error or omission with
respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and
pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such
CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation
of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.
(D) Maturities; Interest Rates. The 2021 Bonds shall mature and become payable
on each September 1 in the principal amounts, and shall bear interest at the rates per annum,
indicated in the below table.
Maturity Date
(September 1)
Principal
Amount
Interest
Rate
_____________
* Term 2021 Bond
(E) Interest. The 2021 Bonds shall bear interest at the rates set forth above payable
on the Interest Payment Dates in each year. Interest on all Bonds shall be calculated on the basis
of a 360-day year composed of twelve 30-day months. Each 2021 Bond shall bear interest from
the Interest Payment Date next preceding the date of authentication thereof unless (i) it is
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authenticated on an Interest Payment Date, in which event it shall bear interest from such date of
authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of
business on the Record Date preceding such Interest Payment Date, in which event it shall bear
interest from such Interest Payment Date, or (iii) it is authenticated on or before the Record Date
preceding the first Interest Payment Date, in which event it shall bear interest from the Dated
Date; provided, however, that if at the time of authentication of a 2021 Bond, interest is in default
thereon, such 2021 Bond shall bear interest from the Interest Payment Date to which interest has
previously been paid or made available for payment thereon.
(F) Method of Payment. Interest on the Bonds (including the final interest payment
upon maturity or earlier redemption), is payable on the applicable Interest Payment Date by check
of the Fiscal Agent mailed by first class mail to the registered Owner thereof at such registered
Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the
close of business on the Record Date preceding the Interest Payment Date, or by wire transfer
made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or
more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable
Record Date, which instructions shall continue in effect until revoked in writing, or until such Bonds
are transferred to a new Owner. The interest, principal of and any premium on the Bonds are
payable in lawful money of the United States of America, with principal and any premium payable
upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the
Fiscal Agent pursuant this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall
destroy the canceled Bonds and issue a certificate of destruction of such Bonds to the City.
Section 2.03. Redemption.
(A) Redemption Provisions.
(i) Optional Redemption. The 2021 Bonds are subject to redemption prior to their
stated maturities, from any source of available funds (other than Special Tax Prepayments), on
any date on and after September 1, 20__, in whole or in part, at a redemption price (expressed
as a percentage of the principal amount of the 2021 Bonds to be redeemed), as set forth below,
together with accrued interest to the date fixed for redemption:
Redemption Date Redemption Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100
(ii) Mandatory Partial Redemption. The Term 2021 Bonds maturing on September
1, 20__ are subject to mandatory partial redemption in part by lot, from payments made by the
City from the Bond Fund, at a redemption price equal to the principal amount thereof to be
redeemed, together with accrued interest to the redemption date, without premium, in the
aggregate respective principal amounts all as set forth in the following table:
Mandatory Partial
Redemption Date
(September 1)
Principal Amount
Subject to Redemption
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The Term 2021 Bonds maturing on September 1, 20__ are subject to mandatory partial
redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption
price equal to the principal amount thereof to be redeemed, together with accrued interest to the
redemption date, without premium, in the aggregate respective principal amounts all as set forth
in the following table:
Mandatory Partial
Redemption Date
(September 1)
Principal Amount
Subject to Redemption
Provided, however, if some but not all of the Term 2021 Bonds have been redeemed under
subsection (i) above or subsection (iii) below, the total amount of all future Mandatory Partial
Redemptions shall be reduced by the aggregate principal amount of Term 2021 Bonds so
redeemed, to be allocated among such Mandatory Partial Redemption Dates on a pro rata basis
in integral multiples of $5,000 as determined by or on behalf of the City, notice of which
determination (which shall consist of a revised mandatory partial redemption schedule) shall be
given by the City to the Fiscal Agent.
(iii) Redemption from Special Tax Prepayments. Special Tax Prepayments and any
corresponding transfers from the Reserve Fund pursuant to Section 4.03(F) shall be used to
redeem 2021 Bonds on the next Interest Payment Date for which notice of redemption can timely
be given under Section 2.03(D), in whole or in part among maturities as specified by the City, at
a redemption price (expressed as a percentage of the principal amount of the 2021 Bonds to be
redeemed), as set forth below, together with accrued interest to the date fixed for redemption:
Redemption Date Redemption Price
Any Interest Payment Date on or before March 1, 20__ 103%
On September 1, 20__ and March 1, 20__ 102
On September 1, 20__ and March 1, 20__ 101
On September 1, 20__ and any Interest Payment Date thereafter 100
(B) Notice to Fiscal Agent. The City shall give the Fiscal Agent written notice of its
intention to redeem Bonds under subsection (A)(i) and (A)(iii) not less than forty-five (45) days
prior to the applicable redemption date or such lesser number of days as shall be allowed by the
Fiscal Agent in the sole determination of the Fiscal Agent, such notice to the Fiscal Agent for the
convenience of the Fiscal Agent in performing its duties hereunder.
(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section
2.03(A), moneys in the Bond Fund or other funds provided by the City may be used and withdrawn
by the Fiscal Agent for purchase of Outstanding 2021 Bonds, upon the filing with the Fiscal Agent
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of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at
such prices (including brokerage and other charges) as such Officer’s Certificate may provide,
but in no event may 2021 Bonds be purchased at a price in excess of the principal amount thereof,
plus interest accrued to the date of purchase and any premium which would otherwise be due if
such 2021 Bonds were to be redeemed in accordance with this Agreement. Any 2021 Bonds
purchased pursuant to this Section 2.03(C) shall be treated as outstanding 2021 Bonds under
this Fiscal Agent Agreement, except to the extent otherwise directed by the Administrative
Services Director.
(D) Redemption Procedure by Fiscal Agent.
(i) Notices. The Fiscal Agent shall cause notice of any redemption to be
mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days
prior to the date fixed for redemption, to the Securities Depositories, to one or more
Information Services, and to the respective registered Owners of any Bonds designated
for redemption, at their addresses appearing on the Bond registration books in the
Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to
such redemption and failure to mail or to receive any such notice, or any defect therein,
shall not affect the validity of the proceedings for the redemption of such Bonds.
(ii) Contents of Notices. Such notice shall state the redemption date and the
redemption price and, if less than all of the then Outstanding Bonds are to be called for
redemption shall state as to any Bond called in part the principal amount thereof to be
redeemed, and shall require that such Bonds be then surrendered at the Principal Office
of the Fiscal Agent for redemption at the said redemption price, and shall state that further
interest on such Bonds will not accrue from and after the redemption date. The cost of
mailing any such redemption notice and any expenses incurred by the Fiscal Agent in
connection therewith shall be paid by the City as an Administrative Expense.
The City has the right to rescind any notice of the optional redemption of Bonds by
written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice
of optional redemption shall be cancelled and annulled if for any reason funds will not be
or are not available on the date fixed for redemption for the payment in full of the Bonds
then called for redemption, and such cancellation shall not constitute a default under this
Agreement. The City and the Fiscal Agent have no liability to the Owners or any other
party related to or arising from such rescission of redemption. The Fiscal Agent shall mail
notice of such rescission of redemption in the same manner as the original notice of
redemption was sent under this Section.
(iii) Partial Redemption. Whenever provision is made in this Agreement for
the redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds to be
redeemed, from all Bonds or such given portion thereof not previously called for
redemption, among maturities so as to maintain substantially the same debt service profile
for the Bonds as in effect prior to such redemption, and by lot within a maturity.
(iv) New Bonds. Upon surrender of Bonds redeemed in part only, the City shall
execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense
of the City, a new Bond or Bonds, of the same series and maturity, of authorized
denominations in aggregate principal amount equal to the unredeemed portion of the Bond
or Bonds of such Owner.
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(E) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so called
for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to
be entitled to any benefit under this Agreement other than the right to receive payment of the
redemption price, and no interest shall accrue thereon on or after the redemption date specified
in the notice of redemption. All Bonds redeemed and purchased by the Fiscal Agent under this
Section 2.03 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled
Bonds in accordance with the Fiscal Agent’s retention policy then in effect.
Section 2.04. Form of 2021 Bonds. The 2021 Bonds, the Fiscal Agent’s certificate of
authentication and the assignment, to appear thereon, shall be substantially in the forms,
respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with
necessary or appropriate variations, omissions and insertions, as permitted or required by this
Agreement, the Resolution and the Act.
Section 2.05. Execution and Authentication of Bonds.
(A) Execution. The Bonds shall be executed on behalf of the City by the manual or
facsimile signatures of its Mayor and its City Clerk who are in office on the date of execution of
this Agreement or at any time thereafter. If any officer whose signature appears on any Bond
ceases to be such officer before delivery of the Bonds to the Owner, such signature shall
nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds
to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at
the actual date of the execution of such Bond shall be the proper officers of the City although at
the nominal date of such Bond any such person shall not have been such officer of the City.
(B) Authentication. Only such Bonds as shall bear thereon a certificate of
authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal
Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement,
and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the
Bonds registered hereunder have been duly authenticated, registered and delivered hereunder
and are entitled to the benefits of this Agreement.
Section 2.06. Transfer or Exchange of Bonds. Any Bond may, in accordance with its
terms, be transferred, upon the books required to be kept under the provisions of Section 2.07 by
the person in whose name it is registered, in person or by such person’s duly authorized attorney,
upon surrender of such Bond for cancellation, accompanied by delivery of a duly written
instrument of transfer in a form acceptable to the Fiscal Agent. Bonds may be exchanged at the
Principal Office of the Fiscal Agent solely for a like aggregate principal amount of Bonds of
authorized denominations and of the same maturity. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer or exchange shall be
paid by the City as an Administrative Expense. The Fiscal Agent shall collect from the Owner
requesting such transfer or exchange any tax or other governmental charge required to be paid
with respect to such transfer or exchange. Whenever any Bond or Bonds shall be surrendered
for transfer or exchange, the City shall execute and the Fiscal Agent shall authenticate and deliver
a new Bond or Bonds, for a like aggregate principal amount. No transfers or exchanges of Bonds
shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for
selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected
for redemption; or (iii) between a Record Date and the succeeding Interest Payment Date.
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Section 2.07. Bond Register. The Fiscal Agent will keep, or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds which books shall
show the series number, date, amount, rate of interest and last known owner of each Bond and
shall at all times be open to inspection by the City during regular business hours upon reasonable
notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred, on
said books, the ownership of the Bonds as hereinbefore provided. The City and the Fiscal Agent
will treat the Owner of any Bond whose name appears on the Bond register as the absolute Owner
of such Bond for any and all purposes, and the City and the Fiscal Agent shall not be affected by
any notice to the contrary. The City and the Fiscal Agent may rely on the address of the Owner
as it appears in the Bond register for any and all purposes.
Section 2.08. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed,
lithographed or typewritten, shall be of such authorized denominations as may be determined by
the City, and may contain such reference to any of the provisions of this Agreement as may be
appropriate. Every temporary Bond shall be executed by the City upon the same conditions and
in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, it
will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall
be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the
Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent
shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal
amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary
Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds
authenticated and delivered hereunder.
Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen.
(A) Mutilated. If any Bond shall become mutilated, at the expense of the Owner of
such Bond, the City shall execute and the Fiscal Agent shall authenticate and deliver a
replacement Bond of like tenor and principal amount in exchange and substitution for the Bond
so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated
Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal
Agent, in accordance with the Fiscal Agent’s retention policy then in effect.
(B) Destroyed or Stolen. If any Bond shall be lost, destroyed or stolen, the City shall
execute and the Fiscal Agent shall authenticate and deliver a replacement Bond of like tenor and
principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen, at the
expense of the Owner, but only following provision by the Owner to the Fiscal Agent of indemnity
for the City and the Fiscal Agent satisfactory to the Fiscal Agent. The City may require payment
of a sum not exceeding the actual cost of preparing each a replacement Bond delivered under
this Section, and the City and the Fiscal Agent may require payment of the expenses which may
be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and
delivery thereof. Any Bond delivered under the provisions of this Section in lieu of any Bond
alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation
on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any
time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of
this Agreement with all other Bonds issued under this Agreement.
(C) Additional Supply. If the Fiscal Agent has an insufficient supply of
unauthenticated printed Bonds for such purpose, it shall communicate with the Administrative
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Services Director with respect to the printing of an additional supply of Bonds, in such quantities
and as otherwise approved in writing by the Administrative Services Director.
Section 2.10. Book-Entry Only System. DTC shall act as the initial Depository for the
Bonds. One Bond for each maturity of each series of the Bonds shall be initially executed,
authenticated, and delivered as set forth herein with a separate fully registered certificate (in print
or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the
Bonds shall be registered in the Bond register kept by the Fiscal Agent for the Bonds in the name
of Cede & Co., as nominee of DTC or such other nominee as DTC shall appoint in writing.
The Authorized Officers of the City and the Fiscal Agent are hereby authorized to take any
and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds
for the Depository’s book-entry system, including the execution of the Depository’s required
representation letter.
With respect to Bonds registered in the Bond register in the name of Cede & Co., as
nominee of DTC, neither the City nor the Fiscal Agent shall have any responsibility or obligation
to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository
from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires
an interest in the Bonds (the “Beneficial Owners”). Without limiting the immediately preceding
sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial
Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including
any Bonds to be redeemed in the event the City elects to redeem the Bonds, in part, (iii) the
selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event
the City elects to redeem the Bonds in part, (iv) the payments to any DTC Participant, any
Beneficial Owner, or any person, other than DTC, of any amount with respect to the principal of
or interest or premium on the Bonds, or (v) any consent given or other action taken by the
Depository as Owner of the Bonds.
Except as set forth above, the City and the Fiscal Agent may treat as and deem DTC to
be the absolute Owner of each Bond, for which DTC is acting as Depository for the purpose of
payment of the principal of and premium and interest on such Bonds, for the purpose of giving
notices of redemption and other matters with respect to such Bonds, for the purpose of registering
transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent on behalf
of the City shall pay all principal of and premium and interest on the Bonds only to or upon the
order of the Owners as shown on the Bond register, and all such payments shall be valid and
effective to fully satisfy and discharge all obligations with respect to the principal of and premium
and interest on the Bonds to the extent of the sums or sums so paid.
No person other than an Owner, as shown on the Bond register, shall receive a physical
Bond. Upon delivery by DTC to the City and the Fiscal Agent of written notice to the effect the
DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.10 shall
refer to such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at any
time by giving written notice to the City and to the Fiscal Agent during any time that the Bonds are
Outstanding, and discharging its responsibilities with respect thereto under applicable law. The
City may terminate the services of DTC with respect to the Bonds if it determines that DTC is
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unable to discharge its responsibilities with respect to the Bonds or that continuation of the system
of book-entry transfer through DTC is not in the best interest of the Beneficial Owners, and the
City shall mail notice of such termination to the Fiscal Agent.
Upon termination of the services of DTC as provided in the previous paragraph, and if no
substitute Depository willing to undertake the functions hereunder can be found which is willing
and above to undertake such functions upon reasonable or customary terms, or if the City
determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to
obtain certified Bonds, the Bonds shall no longer be restricted to being registered in the Bond
register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered
in whatever name or names the Owners shall designate at that time, in accordance with Section
2.06.
To the extent that the Beneficial Owners are designated as the transferee by the Owners,
in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners.
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ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this
Agreement, the City may issue the 2021 Bonds for the CFD in the aggregate principal amount set
forth in Section 2.01 and deliver the 2021 Bonds to the Fiscal Agent for authentication and delivery
to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed
to execute and deliver any and all documents and instruments necessary to cause the issuance
of the 2021 Bonds and to provide for payment of Costs of Issuance and costs of the Project in
accordance with the provisions of the Act, the Resolution and this Agreement, and to do or cause
to be done any and all acts and things necessary or convenient for the timely delivery of the 2021
Bonds to the Original Purchaser. The Fiscal Agent is hereby authorized and directed to
authenticate the 2021 Bonds and deliver them to the Original Purchaser, upon receipt of the
Proceeds of the 2021 Bonds in the amount set forth in Section 4.01. In accordance with Section
3.05, the City may also issue Parity Bonds pursuant to the provisions of a Supplemental
Agreement.
Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a first
pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of
the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Capitalized
Interest Account and the Special Tax Prepayments Account), and, until disbursed as provided
herein, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into such
funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal
of, and interest and any premium on, the Bonds as provided herein and in the Act until all of the
Bonds have been paid and retired or until moneys or Federal Securities have been set aside
irrevocably for that purpose under Section 9.03.
The 2021 Bonds shall be secured by a first pledge (which pledge shall be effected in the
manner and to the extent herein provided) of all moneys deposited in the Reserve Fund. The
moneys in the Reserve Fund (except as otherwise provided herein) are hereby dedicated to the
payment of the principal of, and interest and any premium on, the 2021 Bonds and any Parity
Bonds (if any) secured by the Reserve Fund as set forth in a Supplemental Agreement on a parity
basis, as provided herein and in the Act until all of the 2021 Bonds and such Parity Bonds have
been paid and retired or until moneys or Federal Securities have been set aside irrevocably for
that purpose under Section 9.03.
Amounts in the Improvement Fund (and the accounts therein), the Administrative Expense
Fund, and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Project
is not pledged to the repayment of the Bonds, nor are the proceeds of any condemnation or
insurance award received by the City with respect to the Project.
Section 3.03. Limited Obligation. All obligations of the City under this Agreement and
the Bonds shall not be general obligations of the City, but shall be limited obligations, payable
solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the
faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or of
the State of California or any political subdivision thereof is pledged to the payment of the Bonds.
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Section 3.04. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of Bonds
under Section 2.03, or the defeasance of the Bonds and discharge of this Agreement under
Section 9.03.
Section 3.05. Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the completion of the construction or acquisition of the Project
or upon the performance by any person of such person’s obligation with respect to the Project.
Section 3.06. Additional Bonds. The City may issue such Parity Bonds solely as
Refunding Bonds and subject to the following additional specific conditions precedent:
(A) Compliance. The City shall be in compliance with all covenants set forth
in this Agreement and all Supplemental Agreements.
(B) Same Payment Dates. The Supplemental Agreement providing for the
issuance of such Parity Bonds shall provide that interest thereon shall be payable on
Interest Payment Dates, and principal thereof shall be payable on September 1 in any
year in which principal is payable on the Parity Bonds (provided that there shall be no
requirement that any Parity Bonds pay interest on a current basis).
(C) Separate Funds; Reserve Fund Deposit. The Supplemental Agreement
providing for the issuance of such Parity Bonds may provide for the establishment of
separate funds and accounts and may, in the alternative, provide for subaccounts within
the funds and accounts established hereunder. The Supplemental Agreement shall
specify whether or not the Parity Bonds are secured by the Reserve Fund on a parity with
the 2021 Bonds, and if so, proceeds of the Parity Bonds shall be deposited into the
Reserve Fund in the amount that shall cause the balance in the Reserve Fund to be equal
to the Reserve Requirement for the Bonds to be outstanding following issuance of the
Parity Bonds that are secured by the Reserve Fund.
(D) [Reserved]
(E) [Reserved]
(F) Certificates. The City shall deliver to the Fiscal Agent an Officer’s
Certificate certifying that the conditions precedent to the issuance of such Parity Bonds as
Refunding Bonds set forth in subsections (A), (B), and (C) of this Section 3.06 have been
satisfied.
Nothing in this Section 3.06 shall prohibit the City from issuing any other bonds or
otherwise incurring debt secured by a pledge of the Special Tax Revenues subordinate to the
pledge thereof under Section 3.02 of this Agreement.
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ARTICLE IV
PROCEEDS, FUNDS AND ACCOUNTS
Section 4.01. Application of 2021 Bond Proceeds. The Proceeds of the 2021 Bonds
received from the Original Purchaser in the amount of $________ (which is equal to the initial
principal amount of the 2021 Bonds, plus [net] original issue premium of $___________, less an
underwriter’s discount of $____________) shall be paid to the Fiscal Agent, which shall deposit
the Proceeds on the Closing Date as follows:
(i) $__________ into the Costs of Issuance Fund;
(ii) $___________ into the 2021 Reserve Subaccount of the Reserve Fund,
thereby equaling the initial Reserve Requirement for the 2021 Bonds;
(iii) $___________ into the Bond Fund (which shall represent capitalized
interest and shall be deposited into the Capitalized Interest Account therein); and
(iv) $___________ into the Bond Proceeds Subaccount of the Improvement
Fund.
The Fiscal Agent may, in its discretion, establish a temporary fund or account to facilitate
the foregoing deposits.
Section 4.02. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. The Costs of
Issuance Fund is hereby established as a separate fund to be held by the Fiscal
Agent, to the credit of which a deposit shall be made as required by Section 4.01.
Moneys in the Costs of Issuance Fund shall be held by the Fiscal Agent for the
benefit of the City and shall be disbursed as provided in subsection (B) of this
Section for the payment or reimbursement of Costs of Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be
disbursed from time to time to pay Costs of Issuance, as set forth in a requisition
substantially in the form of Exhibit C hereto, executed by an Authorized Officer,
specifying the respective amounts to be paid to the respective designated payees
and delivered to the Fiscal Agent. Each such requisition shall be sufficient
evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall
have no duty to confirm the accuracy of such facts and may conclusively rely
thereon.
(C) Investment. Moneys in the Costs of Issuance Fund shall be
invested and deposited by the Fiscal Agent under Section 6.01. Interest earnings
and profits resulting from such investment shall be retained by the Fiscal Agent in
the Costs of Issuance Fund to be used for the purposes of such fund.
(D) Closing of Fund. The Fiscal Agent shall maintain the Costs of
Issuance Fund for a period of 90 days from the Closing Date, and then the Fiscal
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Agent shall deposit any moneys remaining therein, including any investment
earnings thereon, into the Bond Proceeds Subaccount of the Improvement Fund
and close the Costs of Issuance Fund.
Section 4.03. Reserve Fund.
(A) Establishment of Fund. The Reserve Fund is hereby established
as a separate fund to be held by the Fiscal Agent, and within the Reserve Fund
shall be established a 2021 Reserve Subaccount, to the credit of which a deposit
shall be made as required by Section 4.01, which deposit, as of the Closing Date,
is equal to the initial Reserve Requirement with respect to the 2021 Bonds, and
deposits shall be made as provided in Sections 3.06(C) and 4.05(A) and (B). For
each respective Series of Parity Bonds covered by the Reserve Fund, the Fiscal
Agent shall establish a separate subaccount within the Reserve Fund for each
such Series. Moneys in each subaccount of the Reserve Fund shall be held by
the Fiscal Agent for the benefit of the Owners of the Bonds covered by the Reserve
Fund, as a reserve for the payment of the principal of, and interest and any
premium on, such Bonds and shall be subject to a lien in favor of the Owners of
such Bonds.
(B) Use of Reserve Fund. Except as otherwise provided in this
Section, all amounts deposited in the Reserve Fund shall be used and withdrawn
by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in
the event of the insufficiency at any time of the balance in the Bond Fund to pay
the amount then required for payment of the principal of, and interest and any
premium on, the Bonds covered by the Reserve Fund or, in accordance with the
provisions of this Section, for the purpose of redeeming Bonds covered by the
Reserve Fund from the Bond Fund. Whenever a transfer is made from the
Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal
Agent shall provide written notice thereof to the Administrative Services Director,
specifying the amount withdrawn.
(C) Transfer of Excess of Reserve Requirement. Whenever, on or
before any Interest Payment Date, or on any other date at the request of the
Administrative Services Director, the amount in the Reserve Fund exceeds the
Reserve Requirement, the Fiscal Agent shall transfer an amount equal to the
excess from the Reserve Fund (i) to the Special Tax Proceeds Subaccount of the
Improvement Fund until the Improvement Fund is closed pursuant to Section 4.07
and (ii) thereafter to the Bond Fund, to be used to pay interest on the Bonds
covered by the Reserve Fund on the next Interest Payment Date.
Notwithstanding the provisions of the first paragraph of this Section
4.03(C), no amounts shall be transferred from the Reserve Fund under this Section
4.03(C) until after: (i) the calculation of any amounts due to the federal government
under Section 5.11 and withdrawal or set aside of any such amount under Section
4.03(D) for purposes of making such payment to the federal government; and (ii)
payment of any fees and expenses due to the Fiscal Agent.
(D) Transfer for Rebate Purposes. Amounts in the Reserve Fund
shall be withdrawn for purposes of making payment to the federal government to
comply with Section 5.11, upon receipt by the Fiscal Agent of an Officer’s
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Certificate specifying the amount to be withdrawn and to the effect that such
amount is needed for rebate purposes; provided, however, that no amounts in the
Reserve Fund shall be used for rebate unless the amount in the Reserve Fund
following such withdrawal equals the Reserve Requirement.
(E) Transfer When Balance Exceeds Outstanding Bonds.
Whenever the balance in the Reserve Fund, together with the balance in the Bond
Fund, exceeds the amount required to redeem or pay the Outstanding Bonds
covered by the Reserve Fund, including interest accrued to the date of payment or
redemption and premium, if any, due upon redemption, the Fiscal Agent shall,
upon the written request of the Administrative Services Director, transfer any cash
or Permitted Investments in the Reserve Fund to the Bond Fund to be applied, on
the redemption date to the payment and redemption, in accordance with Section
4.04 or 2.03, as applicable, of all of the Outstanding Bonds covered by the Reserve
Fund. In the event that the amount so transferred from the Reserve Fund to the
Bond Fund exceeds the amount required to pay and redeem the Outstanding
Bonds covered by the Reserve Fund, the balance in the Reserve Fund shall be
transferred to the Administrative Services Director to be used by the City for any
lawful purpose.
Notwithstanding the provisions of the first paragraph of this Section
4.03(E), no amounts shall be transferred from the Reserve Fund under this Section
4.03(E) until after: (i) the calculation of any amounts due to the federal government
under Section 5.11 and withdrawal or set aside of any such amount under Section
4.03(D) for purposes of making such payment to the federal government; and (ii)
payment of any fees and expenses due to the Fiscal Agent.
(F) Transfer Upon Special Tax Prepayment. Whenever Special
Taxes are prepaid and Bonds covered by the Reserve Fund are to be redeemed
with the proceeds of such prepayment pursuant to Section 2.03(A)(iii), a
proportionate amount in the Reserve Fund (determined on the basis of the
principal of Bonds covered by the Reserve Fund to be redeemed and the then-
Outstanding principal of the Bonds, but in any event not in excess of the amount
that will leave the balance in the Reserve Fund following the proposed redemption
equal to the Reserve Requirement) shall be transferred on the Business Day prior
to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the
redemption of the Bonds covered by the Reserve Fund pursuant to Section
2.03(A)(iii). The Administrative Services Director shall deliver to the Fiscal Agent
an Officer’s Certificate specifying any amount to be so transferred, and the Fiscal
Agent may rely on any such Officer’s Certificate.
(G) Investment. Moneys in the Reserve Fund shall be invested by the
Fiscal Agent under Section 6.01.
Section 4.04. Bond Fund.
(A) Establishment of Bond Fund. The Bond Fund is hereby
established as a separate fund to be held by the Fiscal Agent to the credit of which
deposits shall be made as required by Section 4.03, Section 4.05 and 4.07 (D) as
otherwise set forth in this Agreement. Moneys in the Bond Fund shall be held by
the Fiscal Agent for the benefit of the Owners of the Bonds, and shall be disbursed
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for the payment of the principal of, and interest and any premium on, the Bonds as
provided below.
Within the Bond Fund there is hereby established a separate account
designated as the “Capitalized Interest Account” to be held by the Fiscal Agent for
the benefit of the City and the Owners of the 2021 Bonds into which shall be
deposited the amount specified in Section 4.01(iii). Amounts on deposit in the
Capitalized Interest Account shall be used and withdrawn by the Fiscal Agent
solely for the payment of interest on the 2021 Bonds first becoming due. When
the amount in the Capitalized Interest Account is fully expended for the payment
of interest, the account shall be closed.
There is also hereby created in the Bond Fund a separate account to be
held by the Fiscal Agent, designated as the “Special Tax Prepayments Account,”
to the credit of which deposits shall be made as provided in clause (iii) of the
second paragraph of Section 4.05(A).
(B) Disbursements. At least ten (10) Business Days before each
Interest Payment Date, the Fiscal Agent shall notify the Administrative Services
Director in writing as to the principal and premium, if any, and interest due on the
2021 Bonds on the next Interest Payment Date (including principal and premium,
if any, due as a result of (i) scheduled maturity of 2021 Bonds as provided in
Section 2.02(D), (ii) optional redemption of 2021 Bonds as provided in Section
2.03(A)(i), (iii) scheduled mandatory partial redemption of 2021 Bonds as provided
in Section 2.03(A)(ii), or (iv) redemption of 2021 Bonds from proceeds of Special
Tax Prepayments as provided in Section 2.03(A)(iii)). On each Interest Payment
Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners
of the 2021 Bonds the principal of, and interest and any premium, due and payable
on such Interest Payment Date on the Bonds. Notwithstanding the foregoing,
amounts in the Bond Fund as a result of a transfer pursuant to clause (ii) of the
second paragraph of Section 4.05(A) shall be immediately disbursed by the Fiscal
Agent to pay past due amounts owing on the 2021 Bonds.
At least three (3) Business Days prior to each Interest Payment Date, the
Fiscal Agent shall determine if the balance then on deposit in the Bond Fund is
sufficient to pay the debt service due on the 2021 Bonds on the next Interest
Payment Date. In the event that the balance in the Bond Fund is insufficient for
such purpose, the Fiscal Agent promptly shall notify the Administrative Services
Director by telephone (and confirm in writing) of the amount of the insufficiency.
In the event that the balance in the Bond Fund is insufficient for the purpose
set forth in the preceding paragraph with respect to any Interest Payment Date,
the Fiscal Agent shall withdraw from the Reserve Fund, in accordance with the
provisions of Section 4.03, to the extent of any funds or Permitted Investments
therein, amounts to cover the amount of such Bond Fund insufficiency. Amounts
so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.
If, after the foregoing transfers, there are insufficient funds in the Bond
Fund to make the payments provided for in the second sentence of the first
paragraph of this Section 4.04(B), the Fiscal Agent shall apply the available funds
first to the payment of interest on the 2021 Bonds, then to the payment of principal
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due on the 2021 Bonds other than by reason of mandatory partial redemptions, if
any, and then to payment of principal due on the 2021 Bonds by reason of
mandatory partial redemptions. Each such payment shall be made ratably to the
Owners of the 2021 Bonds based on the then Outstanding principal amount of the
2021 Bonds, if there are insufficient funds to make the corresponding payment for
all of the then Outstanding 2021 Bonds. Any mandatory partial redemption
payment not made as scheduled shall be added to the mandatory partial
redemption amount to be made on the next mandatory partial redemption date.
Any failure by the Fiscal Agent to provide the notices required by this
Section 4.04(B) shall not alter the obligation of the City to make the scheduled
payments from amounts in the Bond Fund.
(C) Disbursements from the Special Tax Prepayments Account.
Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal
Agent to the Bond Fund on the next date for which notice of redemption of 2021
Bonds can timely be given under Section 2.03(A)(iii) and shall be used (together
with any amounts transferred pursuant to Section 4.03(F)) to redeem 2021 Bonds
on the redemption date selected in accordance with Section 2.03.
(D) Investment. Moneys in the Bond Fund, the Capitalized Interest
Account and the Special Tax Prepayments Account shall be invested under
Section 6.01. Interest earnings and profits resulting from such investment shall be
retained in the Bond Fund.
(E) Deficiency. Without limitation of the second paragraph of clause
(B) above, at any time it appears to the Fiscal Agent that there is a danger of
deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay Debt
Service on the 2021 Bonds in a timely manner, the Fiscal Agent shall report to the
Administrative Services Director such fact. The City covenants to increase the levy
of the Special Taxes in the next Fiscal Year (subject to the maximum amount
authorized by the Rate and Method) in accordance with the procedures set forth
in the Act for the purpose of curing Bond Fund deficiencies.
(F) Excess. Any excess moneys remaining in the Bond Fund (not
including moneys in the Capitalized Interest Account) following the payment of
Debt Service on the 2021 Bonds on any September 1, shall be transferred to the
Special Tax Fund.
Section 4.05. Special Tax Fund.
(A) Establishment of Special Tax Fund. The Special Tax Fund is
hereby established as a separate fund to be held by the Fiscal Agent, to the credit
of which the Fiscal Agent shall deposit amounts received from or on behalf of the
City consisting of Special Tax Revenues and amounts transferred from the
Administrative Expense Fund and the Bond Fund. The City shall promptly remit
Special Tax Revenues received by it, less an amount not to exceed the lesser of
(a) the amount included in the Special Tax levy for such Fiscal Year for
Administrative Expenses and (b) the Priority Administrative Expenses Amount for
such Fiscal Year (which shall be retained by the City free of the pledge for payment
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of the Bonds and used for Administrative Expenses) to the Fiscal Agent for deposit
by the Fiscal Agent to the Special Tax Fund. Notwithstanding the foregoing,
(i) any Special Tax Revenues constituting the collection of
delinquencies in payment of Special Taxes shall be separately identified by the
Administrative Services Director and shall be disposed of by the Fiscal Agent first,
for transfer to the Bond Fund to pay any past due Debt Service on the 2021 Bonds;
second, for transfer to the Reserve Fund to the extent needed to increase the
amount then on deposit in the Reserve Fund up to the then Reserve Requirement;
and third, to be held in the Special Tax Fund for use as described in Section
4.05(B) below; and
(ii) any proceeds of Special Tax Prepayments shall be separately
identified by the Administrative Services Director and shall be deposited by the
Fiscal Agent as follows (as directed in writing by the Administrative Services
Director): (a) that portion of any Special Tax Prepayment constituting a
prepayment of costs of the Project shall be deposited by the Fiscal Agent to the
Special Tax Proceeds Subaccount of the Improvement Fund, and (b) the
remaining Special Tax Prepayment shall be deposited by the Fiscal Agent in the
Special Tax Prepayments Account established pursuant to Section 4.04(A).
Moneys in the Special Tax Fund shall be held by the Fiscal Agent for the
benefit of the City and Owners of the 2021 Bonds, shall be disbursed as provided
below and, pending disbursement, shall be subject to a lien in favor of the Owners
of the 2021 Bonds.
(B) Disbursements. On the third Business Day prior to each Interest
Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and
transfer the following amounts in the following order of priority
(i) to the Bond Fund an amount, taking into account any amounts then on
deposit in the Bond Fund and any expected transfers from the Improvement Fund,
the Reserve Fund, the Capitalized Interest Account and the Special Tax
Prepayments Account to the Bond Fund, such that the amount in the Bond Fund
equals the principal (including any mandatory partial redemption payment),
premium, if any, and interest due on the 2021 Bonds on such Interest Payment
Date and any past due principal or interest on the 2021 Bonds not theretofore paid
from a transfer described in clause second of subparagraph (ii) of the second
paragraph of Section 4.05(A), and
(ii) to the Reserve Fund an amount, taking into account amounts then on
deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal
to the Reserve Requirement, and
(iii) on or after each September 10, beginning on September 10, 2021, if
directed by an Authorized Officer to do so, transfer money to the City for deposit
by the City into the Administrative Expense Fund, an amount requested by the City
for Administrative Expenses incurred or foreseeable by the City to be incurred in
the next Fiscal Year, and
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(iv) (A) on or after each September 10, beginning on September 10, 2021
and continuing through the Remainder Taxes Period, all of the moneys remaining
in the Special Tax Fund shall be transferred to the Special Tax Proceeds
Subaccount of the Improvement Fund free of the pledge for payment of the Bonds,
and (B) on and after September 10 following the end of the Remainder Taxes
Period, all or a portion of the moneys remaining in the Special Tax Fund shall be
transferred to the City as surplus moneys belonging to the Improvement Area No.
3, free of the pledge for payment of the Bonds, and used for any purpose
authorized under the Act.
(C) Investment. Moneys in the Special Tax Fund shall be invested and
deposited by the Fiscal Agent under Section 6.01. Interest earnings and profits
resulting from such investment and deposit shall be retained in the Special Tax
Fund to be used for the purposes thereof.
Section 4.06. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. The
Administrative Expense Fund is hereby established as a separate fund to be held
by the Administrative Services Director for the benefit of the City, to the credit of
which deposits shall be made as required by Sections 4.01 (if applicable) and
4.05(B). Moneys in the Administrative Expense Fund shall be held by the
Administrative Services Director for the benefit of the City, and shall be disbursed
as provided below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall
be withdrawn by the Administrative Services Director from time to time to pay for
Administrative Expenses.
Annually, on the last day of each Fiscal Year, the Administrative Services
Director shall withdraw from the Administrative Expense Fund and transfer to the
Fiscal Agent for deposit into the Special Tax Fund any amount in excess of that
which is needed to pay any Administrative Expenses, and which is not otherwise
encumbered.
(C) Investment. Moneys in the Administrative Expense Fund shall be
invested by the Administrative Services Director under Section 6.01. Interest
earnings and profits resulting from such investment shall be retained by the
Administrative Services Director in the Administrative Expense Fund to be used
for the purposes of such fund.
Section 4.07. Improvement Fund.
(A) Establishment of Improvement Fund. The Improvement Fund is
hereby established as a separate fund to be held by the Fiscal Agent, and two
separate subaccounts shall be established within the Improvement Fund, namely
the Bond Proceeds Subaccount and the Special Tax Proceeds Subaccount.
Deposits made to the Improvement Fund pursuant to Sections 4.01 and 4.02(D)
shall be credited to the Bond Proceeds Subaccount, and deposits made pursuant
to Section 4.03(c), Section 4.05(A)(ii), and Section 4.05(B) shall be credited to the
Special Tax Proceeds Subaccount.
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Any disbursements for the payment or reimbursement of costs of the
Project shall be made first from the Bond Proceeds Subaccount so long as there
are moneys available therein, and only when the Bond Proceeds Subaccount has
been depleted shall disbursements be made from the Special Tax Proceeds
Subaccount.
(B) Procedure for Disbursement. Disbursements from the
Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer’s
Certificate substantially in the form of Exhibit B attached hereto which shall:
(i) set forth the amount required to be disbursed, the purpose
for which the disbursement is to be made (which shall be for payment of a
Project cost or to reimburse expenditures of the City or any other party for
Project costs previously paid), and the person to which the disbursement
is to be paid; and
(ii) certify that no portion of the amount then being requested to
be disbursed was set forth in any Officers Certificate previously filed
requesting disbursement.
Each such requisition shall be sufficient evidence to the Fiscal Agent of the
facts stated therein, and the Fiscal Agent shall have no duty to confirm the
accuracy of such facts.
(C) Investment. Moneys in the Improvement Fund shall be invested in
accordance with Section 6.01. Interest earnings and profits from such investment
shall be retained in the Improvement Fund to be used for the purpose of such fund.
(D) Closing of Fund. When the City believes that the Project has been
completed, it shall provide a written notice to the Developer that the City believes
the Project has been completed and that the Improvement Fund, Bond Proceeds
Subaccount and Special Tax Proceeds Subaccount are intended to be closed.
The Developer shall have 30 days after receipt of such notice to dispute the City’s
finding or to concur that the Project is complete. If the Developer concurs that the
Project is complete, or fails to respond to the notice by the end of the 30-day period,
the City may file an Officer’s Certificate directing the Fiscal Agent to close the
Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds
Subaccount.
Upon the filing of an Officer’s Certificate stating that the Project has been
completed and that all costs of the Project have been paid or are not required to
be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if
any, remaining in the Improvement Fund, Bond Proceeds Subaccount and Special
Tax Proceeds Subaccount to the Bond Fund for application to Debt Service
payments due on the next succeeding Interest Payment Date and the
Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds
Subaccount shall be closed. Moneys transferred from the Improvement Fund to
the Bond Fund shall be used to pay Debt Service on the Bonds in the manner
specified by the City in an Officer’s Certificate.
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ARTICLE V
COVENANTS
Section 5.01. Collection of Special Tax Revenues. The City shall comply with all
requirements of the Rate and Method and the Act so as to assure the timely collection of Special
Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.
(A) Processing. On or within five (5) Business Days of each May 1, the
Fiscal Agent shall provide the Administrator with a notice stating the amount then
on deposit in the Bond Fund and the Reserve Fund, and, if the amount in the
Reserve Fund is less than the Reserve Requirement, informing the Administrator
that replenishment of the Reserve Fund is necessary. The receipt of or failure to
receive such notice by the Administrator shall in no way affect the obligations of
the Administrator under the following two paragraphs and the Fiscal Agent shall
not be liable for failure to provide such notices to the Administrator.
(B) Levy. The Administrator shall effect the levy of the Special Taxes
in accordance with the Rate and Method (including, during the Remainder Taxes
Period, levying the Special Taxes at the Maximum Special Tax rate on Developed
Property before considering any capitalized interest) each Fiscal Year that the
2021 Bonds are outstanding, or otherwise such that the computation of the levy is
complete and transmitted to the Auditor before the final date on which the Auditor
will accept the transmission of the Special Tax amounts for the parcels within
Improvement Area No. 3 for inclusion on the next real property tax roll. Upon the
completion of the computation of the amounts of the levy, the Administrator shall
prepare or cause to be prepared, and shall transmit to the Auditor, such data as
the Auditor requires to include the levy of the Special Taxes on the next real
property tax roll.
(C) Computation. The Administrative Services Director shall fix and
levy the Special Taxes within Improvement Area No. 3 in accordance with the Rate
and Method so as to assure the timely payment of principal of and interest on any
outstanding 2021 Bonds becoming due and payable during the ensuing calendar
year, including any necessary replenishment or expenditure of the Reserve Fund
and an amount estimated to be sufficient to pay the Administrative Expenses,
including amounts necessary to discharge any rebate obligation, during such year,
and to pay Project costs to be paid from Special Taxes during the ensuing calendar
year; provided that the Special Taxes so levied shall not exceed the authorized
amounts as provided by the Rate and Method.
(D) Collection. Except as set forth in the Ordinance, Special Taxes
shall be payable and be collected in the same manner and at the same time and
in the same installment as the general taxes on real property are payable, and
have the same priority, become delinquent at the same time and in the same
proportionate amounts and bear the same proportionate penalties and interest
after delinquency as do the ad valorem taxes on real property. The fees and
expenses of the Administrator and the costs and expenses of the Administrative
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Services Director (including a charge for City staff time) in conducting its duties
hereunder shall be an Administrative Expense hereunder.
Section 5.02. Covenant to Foreclose. Under the Act, the City hereby covenants with
and for the benefit of the Owners of the 2021 Bonds that it will order, and cause to be commenced
as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency
is theretofore brought current), an action in the Alameda County Superior Court to foreclose the
lien of any Special Tax or installment thereof not paid when due as provided in the following two
paragraphs. The Administrative Services Director shall notify the City Attorney of any such
delinquency of which the Administrative Services Director is aware, and the City Attorney shall
commence, or cause to be commenced, such proceedings.
On or about June 30 of each Fiscal Year, the Administrative Services Director shall
compare the amount of Special Taxes theretofore levied in Improvement Area No. 3 to the amount
of Special Tax Revenues theretofore received by the City, and:
(A) Individual Delinquencies. If the Administrative Services Director
determines that any single parcel subject to the Special Tax in Improvement Area
No. 3 is delinquent in the payment of Special Taxes for two years or in the
aggregate amount of $10,000 or more, then the Administrative Services Director
shall send or cause to be sent a notice of delinquency (and a demand for
immediate payment thereof) to the property owner within 45 days of such
determination, and, if the delinquency remains uncured, foreclosure proceedings
shall be commenced by the City within 90 days of such determination.
(B) Aggregate Delinquencies. If the Administrative Services Director
determines that the total amount of delinquent Special Taxes for the entire
Improvement Area No. 3 (including the total of delinquencies under subsection (A)
above), exceeds five percent (5%) of the total Special Taxes levied on all parcels
in Improvement Area No. 3 for the Fiscal Year ending on such June 30, the
Administrative Services Director shall notify or cause to be notified property owners
who are then delinquent in the payment of Special Taxes (and a demand for
immediate payment of the delinquency) within 45 days of such determination, and
shall commence foreclosure proceedings within 90 days of such determination
against each parcel of land in Improvement Area No. 3 for which a Special Tax
delinquency remains uncured.
The Administrative Services Director may employ the person or firm designated as the
Administrator, if other than the Administrative Services Director, to perform the duties delegated
to the Administrative Services Director under this Section 5.02, and the City Attorney may employ
counsel to conduct any such foreclosure proceedings. The fees and expenses of the
Administrative Services Director or the Administrator in performing such duties and the fees and
expenses of the City Attorney or such counsel in conducting foreclosure proceedings shall be an
Administrative Expense hereunder.
Section 5.03. Punctual Payment. The City will punctually pay or cause to be paid the
principal of, and interest and any premium on, the 2021 Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully
observe and perform all of the conditions covenants and requirements of this Agreement and all
Supplemental Agreements and of the 2021 Bonds.
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Section 5.04. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the
extension of the time for the payment of any claim for interest on any of the 2021 Bonds and shall
not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or
funding said claims for interest or in any other manner. In case any such claim for interest shall
be extended or funded, whether or not with the consent of the City, such claim for interest so
extended or funded shall not be entitled, in case of default hereunder, to the benefits of this
Agreement, except subject to the prior payment in full of the principal of all of the 2021 Bonds
then Outstanding and of all claims for interest which shall not have been so extended or funded.
Section 5.05. Against Encumbrances. The City will not encumber, pledge or place any
charge or lien upon any of the Special Tax Revenues or other amounts pledged to the 2021 Bonds
superior to or on a parity with the pledge and lien herein created for the benefit of the 2021 Bonds,
or their Owners, except as permitted by this Agreement.
Section 5.06. Books and Records. The City will keep, or cause to be kept, proper books
of record and accounts, separate from all other records and accounts of the City, in which
complete and correct entries shall be made of all transactions relating to the Special Tax
Revenues. Such books of record and accounts shall at all times during business hours be subject
to the inspection of the Fiscal Agent and the Owners of not less than 10% of the principal amount
of the 2021 Bonds then Outstanding, or their representatives duly authorized in writing.
Section 5.07. Protection of Security and Rights of Owners. The City will preserve
and protect the security of the 2021 Bonds and the rights of the Owners, and will warrant and
defend their rights against all claims and demands of all persons. From and after the delivery of
any of the 2021 Bonds by the City, the 2021 Bonds shall be incontestable by the City.
Section 5.08. Further Assurances. The City will adopt, make, execute and deliver any
and all such further resolutions, instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the rights and benefits provided in this
Agreement.
Section 5.09. Private Activity Bond Limitations. The City shall assure that the
proceeds of the 2021 Bonds are not so used as to cause the 2021 Bonds to satisfy the private
business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c)
of the Tax Code.
Section 5.10. Federal Guarantee Prohibition. The City shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause the 2021 Bonds
to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.
Section 5.11. Rebate Requirement. The City shall take any and all actions necessary
to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess
investment earnings, if any, to the federal government, to the extent that such section is applicable
to the 2021 Bonds. The Administrative Services Director shall take note of any investment of
monies hereunder in excess of the yield on the 2021 Bonds, and shall take such actions as are
necessary to ensure compliance with this Section 5.11, such as increasing the portion of the
Special Tax levy for Administrative Expenses as appropriate to have funds available in the
Administrative Expense Fund to satisfy any rebate liability under this Section. If necessary to
satisfy its obligations under this Section 5.11, the City may use:
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(A) Amounts in the Reserve Fund if the amount on deposit in the Reserve
Fund, following the proposed transfer, is at least equal to the Reserve
Requirement;
(B) Amounts on deposit in the Administrative Expense Fund; and
(C) Any other funds available to the City, in its sole discretion, to be repaid to
the City as soon as practicable from amounts described in the preceding
clauses (A) and (B).
Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by
the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2021 Bonds which,
if such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the date of issuance of the 2021 Bonds would have caused the 2021 Bonds
to be “arbitrage bonds” within the meaning of section 148 of the Tax Code.
Section 5.13. Yield of the 2021 Bonds. The City has no reasonable expectations
regarding when or if prepayments of Special Taxes and mandatory redemption of the 2021 Bonds
caused thereby will occur and therefore yield is not adjusted to take into account redemption, if
any, from prepayments of Special Taxes.
Section 5.14. Maintenance of Tax-Exemption. The City shall take all actions necessary
to assure the exclusion of interest on the 2021 Bonds from the gross income of the Owners of the
2021 Bonds to the same extent as such interest is permitted to be excluded from gross income
under the Tax Code as in effect on the date of issuance of the 2021 Bonds.
Section 5.15. Continuing Disclosure. The City hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Agreement.
Notwithstanding any other provision of this Agreement, failure of the City to comply with the
Continuing Disclosure Agreement shall not be considered an event of default for the purposes of
this Agreement. However, any Owner or Beneficial Owner of the 2021 Bonds may take such
actions as may be necessary and appropriate to compel performance, including seeking mandate
or specific performance by court order.
One or more owners of the real property in Improvement Area No. 3 as of the Closing
Date may also have executed a continuing disclosure agreement for the benefit of the holders
and Beneficial Owners of the 2021 Bonds. Any Participating Underwriter or Holder or Beneficial
Owner may take such actions as may be necessary and appropriate directly against any such
landowner to compel performance by it of its obligations thereunder, including seeking mandate
or specific performance by court order; however the City shall have no obligation whatsoever to
enforce any obligations under any such property owner agreement.
Section 5.16. Limits on Special Tax Waivers and Bond Tenders. The City covenants
not to exercise its rights under the Act to waive delinquency and redemption penalties related to
the Special Taxes or to declare Special Tax penalties amnesty program if to do so would
materially and adversely affect the interests of the owners of the 2021 Bonds.
The City covenants not to permit the tender of 2021 Bonds in payment of any Special
Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept
such tender will not result in the City having insufficient Special Tax Revenues, assuming the
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Special Taxes are levied and collected in the maximum amount permitted by the Rate and
Method, to pay the principal of and interest when due on the 2021 Bonds remaining Outstanding
following such tender. Subject to the foregoing, in the event 2021 Bonds are tendered to the Fiscal
Agent, such 2021 Bonds shall be cancelled by the Fiscal Agent and shall cease to accrue interest
from the date such 2021 Bonds are tendered. Upon surrender of a 2021 Bond to be tendered in
part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the
tendering party a new 2021 Bond or 2021 Bonds the principal amount of which is equal to the
untendered portion of the 2021 Bonds and the interest rate and maturity date of which shall be
the same as the interest rate and maturity date of the tendered 2021 Bond. To the extent
applicable, the City shall deliver to the Fiscal Agent an Officer’s Certificate setting forth any
adjustments to the mandatory sinking fund schedule as a result of the tender, which Officer’s
Certificate must be accompanied by a certificate of an Independent Financial Consultant to the
effect that it has reviewed the proposed adjustments in the mandatory sinking fund schedule and
that the remaining Special Tax Revenues, if the Special Taxes are levied and collected in the
maximum amount permitted by the Rate and Method, will be sufficient to pay principal of and
interest on the 2021 Bonds when due following such adjustment.
Section 5.17. City Bid at Foreclosure Sale. The City will not bid at a foreclosure sale
of property in respect of delinquent Special Taxes, unless it expressly agrees to take the property
subject to the lien for Special Taxes and that the Special Taxes levied on the property are payable
while the City owns the property.
Section 5.18. [Reserved].
Section 5.19. Amendment of Rate and Method. The City shall not initiate proceedings
under the Act to modify the Rate and Method if such modification would adversely affect the
security for the 2021 Bonds. If an initiative is adopted that purports to modify the Rate and Method
in a manner that would adversely affect the security for the 2021 Bonds, the City shall, to the
extent permitted by law, commence and pursue reasonable legal actions to prevent the
modification of the Rate and Method in a manner that would adversely affect the security for the
2021 Bonds.
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ARTICLE VI
INVESTMENTS; LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds.
(A) General. Moneys in any fund or account created or established by this Agreement
and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, which
in any event by their terms mature prior to the date on which such moneys are required to be paid
out hereunder, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least
two (2) Business Days in advance of the making of such investments. In the absence of any such
Officer’s Certificate, the Fiscal Agent hold such funds uninvested. The Administrative Services
Director shall make note of any investment of funds hereunder in excess of the yield on the 2021
Bonds so that appropriate actions can be taken to assure compliance with Section 5.11.
(B) Moneys in Funds. Moneys in any fund or account created or established by this
Agreement and held by the Administrative Services Director shall be invested by the
Administrative Services Director in any Permitted Investment or in any other lawful investment for
City funds, which in any event by its terms matures prior to the date on which such moneys are
required to be paid out hereunder. Obligations purchased as an investment of moneys in any
fund shall be deemed to be part of such fund or account, subject, however, to the requirements
of this Agreement for transfer of interest earnings and profits resulting from investment of amounts
in funds and accounts. Whenever in this Agreement any moneys are required to be transferred
by the City to the Fiscal Agent, such transfer may be accomplished by transferring a like amount
of Permitted Investments.
(C) Actions of Officials. The Fiscal Agent and its affiliates or the Administrative
Services Director may act as sponsor, advisor, depository, principal or agent in the acquisition or
disposition of any investment. Neither the Fiscal Agent nor the Administrative Services Director
shall incur any liability for losses arising from any investments made pursuant to this Section. The
Fiscal Agent shall not be required to determine the legality of any investments.
(D) Valuation of Investments. Except as otherwise provided in the next sentence, all
investments of amounts deposited in any fund or account created by or pursuant to this
Agreement, or otherwise containing gross proceeds of the 2021 Bonds (within the meaning of
section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that
valuation is required by this Agreement or the Tax Code) at Fair Market Value. Investments in
funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable
provisions of the Tax Code and (unless valuation is undertaken at least annually) investments of
funds in the Reserve Fund shall be valued at their present value (within the meaning of section
148 of the Tax Code). The Fiscal Agent shall not be liable for verification of the application of
such sections of the Tax Code or for any determination of Fair Market Value or present value and
may conclusively rely upon an Officer’s Certificate as to such valuations.
(E) Commingled Money. Investments in any and all funds and accounts may be
commingled in a separate fund or funds for purposes of making, holding and disposing of
investments, notwithstanding provisions herein for transfer to or holding in or to the credit of
particular funds or accounts of amounts received or held by the Fiscal Agent or the Administrative
Services Director hereunder, provided that the Fiscal Agent or the Administrative Services
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Director, as applicable, shall at all times account for such investments strictly in accordance with
the funds and accounts to which they are credited and otherwise as provided in this Agreement.
(F) Confirmations Waiver. The City acknowledges that to the extent regulations of
the Comptroller of the Currency or other applicable regulatory entity grant the City the right to
receive brokerage confirmations of security transactions as they occur, the City specifically waives
receipt of such confirmations to the extent permitted by law. The City understands that trade
confirmations for securities transactions effected by the Fiscal Agent will be available upon
request and at no additional cost and other trade confirmations may be obtained from the
applicable broker. The Fiscal Agent will furnish the City periodic cash transaction statements
which include will detail for all investment transactions made by the Fiscal Agent hereunder. Upon
the City’s election, such statements will be delivered via the Fiscal Agent’s online service and
upon electing such service, paper statements will be provided only upon request.
(G) Sale of Investments. The Fiscal Agent or the Administrative Services Director, as
applicable, shall sell at Fair Market Value, or present for redemption, any investment security
whenever it shall be necessary to provide moneys to meet any required payment, transfer,
withdrawal or disbursement from the fund or account to which such investment security is credited
and neither the Fiscal Agent nor the Administrative Services Director shall be liable or responsible
for any loss resulting from the acquisition or disposition of such investment security in accordance
herewith.
Section 6.02. Liability of City.
(A) General. The City shall not incur any responsibility in respect of the Bonds or this
Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds
assigned to or imposed upon it. The City shall not be liable in connection with the performance of
its duties hereunder, except for its own negligence or willful default. The City shall not be bound
to ascertain or inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the
Fiscal Agent in connection with the 2021 Bonds, or as to the existence of a default or event of
default thereunder.
(B) Reliance. In the absence of bad faith, the City, including the Administrative
Services Director, may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the City by the Fiscal
Agent or an Independent Financial Consultant and conforming to the requirements of this
Agreement. The City, including the Administrative Services Director, shall not be liable for any
error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining
the pertinent facts. The City may rely and shall be protected in acting or refraining from acting
upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other
paper or document believed by it to be genuine and to have been signed or presented by the
proper party or proper parties. The City may consult with counsel, who may be the City Attorney,
with regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
(C) No General Liability. No provision of this Agreement shall require the City to
expend or risk its own general funds or otherwise incur any financial liability (other than with
respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
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repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(D) Owner of Bonds. The City shall not be bound to recognize any person as the
Owner of a 2021 Bond unless and until such 2021 Bond is submitted for inspection, if required,
and his title thereto satisfactorily established, if disputed.
Section 6.03. Employment of Agents by City. In order to perform its duties and
obligations hereunder, the City may employ such persons or entities as it deems necessary or
advisable. The City shall not be liable for any of the acts or omissions of such persons or entities
employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected
in doing so, upon the opinions, calculations, determinations and directions of such persons or
entities.
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ARTICLE VII
THE FISCAL AGENT
Section 7.01. The Fiscal Agent.
(A) Appointment. The Fiscal Agent is hereby appointed as the fiscal, authentication,
paying and transfer agent hereunder for the 2021 Bonds. The Fiscal Agent undertakes to perform
such duties, and only such duties, as are specifically set forth in this Agreement, and no implied
duties, covenants or obligations shall be read into this Agreement against the Fiscal Agent.
(B) Merger. Any company into which the Fiscal Agent may be merged or converted or
with which it may be consolidated or any company resulting from any merger, conversion or
consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or
transfer all or substantially all of its corporate trust business, provided such company shall be
eligible under the following paragraph of this Section 7.01 shall be the successor to such Fiscal
Agent without the execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding. The Fiscal Agent shall give the Administrative Services Director written notice of
any such succession hereunder.
(C) Removal. Upon 30 days written notice, the City may remove the Fiscal Agent
initially appointed, and any successor thereto, and may appoint a successor or successors
thereto, but any such successor shall be a bank, national banking association or trust company
having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars
($50,000,000), and subject to supervision or examination by federal or state authority. If such
bank, national banking association or trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank,
national banking association or trust company shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
(D) Resignation. The Fiscal Agent may at any time resign by giving written notice to
the City by certified mail return receipt requested, and by giving to the Owners notice by mail of
such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a
successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent
shall become effective only upon acceptance of appointment by the successor Fiscal Agent.
(E) No Successor. If no appointment of a successor Fiscal Agent shall be made
pursuant to the foregoing provisions of this Section 7.01 within forty-five (45) days after the Fiscal
Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent
shall have occurred by reason of its inability to act, the Fiscal Agent, or any Owner may apply, at
the expense of the City, to any court of competent jurisdiction to appoint a successor Fiscal Agent.
Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a
successor Fiscal Agent.
(F) Court Order. If, by reason of the judgment of any court, the Fiscal Agent is
rendered unable to perform its duties hereunder, all such duties and all of the rights and powers
of the Fiscal Agent hereunder shall be assumed by and vest in the Administrative Services
Director in trust for the benefit of the Owners. The City covenants for the direct benefit of the
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Owners that the Administrative Services Director in such case shall be vested with all of the rights
and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform
all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the 2021
Bonds.
Section 7.02. Liability of Fiscal Agent.
(A) General. The recitals of facts, covenants and agreements herein and in the Bonds
contained shall be taken as statements, covenants and agreements of the City, and the Fiscal
Agent assumes no responsibility for the correctness of the same, nor makes any representations
as to the validity or sufficiency of this Agreement or of the 2021 Bonds, nor shall the Fiscal Agent
incur any responsibility in respect thereof, other than in connection with the duties or obligations
herein or in the 2021 Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable
in connection with the performance of its duties hereunder, except for its own negligence or willful
misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement
or recital in any offering memorandum or other disclosure material prepared or distributed with
respect to the issuance of the 2021 Bonds. All indemnifications and releases from liability granted
to the Fiscal Agent hereunder shall extend to the directors, officers and employees of the Fiscal
Agent.
The Fiscal Agent shall not be considered in breach of or in default in its obligations
hereunder in the event of delay in the performance of such obligations due to unforeseeable
causes beyond its control and without its fault or negligence, including, but not limited to, Acts of
God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods,
epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob
violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities,
sources of energy, material or supplies in the open market, litigation or arbitration involving a party
or others relating to zoning or other governmental action or inaction pertaining to the project,
malicious mischief, condemnation, and unusually severe weather or delays of suppliers or
subcontractors due to such causes or any similar event and/or occurrences beyond the control of
the Fiscal Agent.
(B) Reliance. The Fiscal Agent may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates, documents, written
instructions or opinions furnished to the Fiscal Agent and conforming to the requirements of this
Agreement; but in the case of any such certificates, documents, written instructions or opinions
by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the
Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal
Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not
proceeding, in accordance with the terms of this Agreement, upon any resolution, order, notice,
request, consent or waiver, certificate, statement, affidavit, facsimile transmission, electronic mail,
or other paper or document which it shall reasonably believe to be genuine and to have been
adopted or signed by the proper person or to have been prepared and furnished pursuant to any
provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any
investigation or inquiry as to any statements contained or matters referred to in any such
instrument.
(C) No Duty to Inquire. The Fiscal Agent shall not be bound to ascertain or inquire as
to the performance or observance of any of the terms, conditions, covenants or agreements of
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the City herein or of any of the documents executed by the City in connection with the 2021 Bonds,
or as to the existence of a default or event of default thereunder.
(D) Errors in Judgment. The Fiscal Agent shall not be liable for any error of judgment
made in good faith by a responsible officer of the Fiscal Agent unless it shall be proved that the
Fiscal Agent was negligent in ascertaining the pertinent facts.
(E) No Expenditures. No provision of this Agreement shall require the Fiscal Agent
to expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers.
(F) No Action. The Fiscal Agent shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement at the request or direction of any of the Owners
under this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable
security or indemnity satisfactory to the Fiscal Agent against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction.
(G) Owner of Bonds. The Fiscal Agent may become the owner of the 2021 Bonds
with the same rights it would have if it were not the Fiscal Agent.
Section 7.03. Information; Books and Accounts. The Fiscal Agent shall provide to the
City such information relating to the 2021 Bonds and the funds and accounts maintained by the
Fiscal Agent hereunder as the City shall reasonably request, including but not limited to monthly
statements reporting funds held and transactions by the Fiscal Agent, including the value of any
investments held by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the Fiscal Agent,
in which complete and correct entries shall be made of all transactions made by the Fiscal Agent
relating to the expenditure of amounts disbursed from the following funds and any accounts in
such funds: the Bond Fund, the Special Tax Fund, the Reserve Fund, the Improvement Fund,
and the Costs of Issuance Fund. Such books of record and accounts shall, upon reasonable
notice, during business hours be subject to the inspection of the City and the Owners of not less
than ten percent (10%) of the principal amount of the 2021 Bonds then Outstanding, or their
representatives duly authorized in writing.
Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may conclusively rely and shall
be fully protected in acting or refraining from acting upon any notice, resolution, request, consent,
order, certificate, facsimile transmission, electronic mail, written instructions, report, warrant, bond
or other paper or document believed by it to be genuine and to have been signed or presented
by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be
counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by
it hereunder in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a 2021
Bond unless and until such 2021 Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed
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to be conclusively proved and established by an Officer’s Certificate of the City, and such
certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the
provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its
discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.
Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent
from time to time reasonable compensation for all services rendered as Fiscal Agent under this
Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements,
including those of its attorneys (including the allocated costs of in-house attorneys), agents and
employees, incurred in and about the performance of their powers and duties under this
Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it
under this Agreement. The City further agrees, to the extent permitted by applicable law, to
indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless from
and against any liabilities, costs, suits, claims or expenses, including fees and expenses of its
attorneys, which it may incur in the exercise and performance of its powers and duties hereunder
which are not due to its negligence or willful misconduct. The obligations of the City under this
Section shall survive resignation or removal of the Fiscal Agent under this Agreement, and
payment of the 2021 Bonds and discharge of this Agreement, but any monetary obligation of the
City arising under this Section shall be limited solely to amounts on deposit in the Administrative
Expense Fund.
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ARTICLE VIII
MODIFICATION OR AMENDMENT
Section 8.01. Amendments Permitted.
(A) With Consent. This Agreement and the rights and obligations of the City and of
the Owners of the 2021 Bonds may be modified or amended at any time by a Supplemental
Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent
without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then
Outstanding, exclusive of 2021 Bonds disqualified as provided in Section 8.04. No such
modification or amendment shall (i) extend the maturity of any 2021 Bond or reduce the interest
rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the
interest and any premium on, any 2021 Bond, without the express consent of the Owner of such
Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior
to or on a parity with the pledge and lien created for the benefit of the 2021 Bonds (except as
otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce
the percentage of 2021 Bonds required for the amendment hereof.
(B) Without Consent. This Agreement and the rights and obligations of the City and
of the Owners may also be modified or amended at any time by a Supplemental Agreement,
without the consent of any Owners, only to the extent permitted by law and only for any one or
more of the following purposes:
(i) to add to the covenants and agreements of the City herein, other covenants
and agreements thereafter to be observed, or to limit or surrender any right or power
herein reserved to or conferred upon the City;
(ii) to make modifications not adversely affecting any Outstanding 2021 Bonds
in any material respect, including, but not limited to, amending the Rate and Method, so
long as the amendment does not result in debt service coverage less than that set forth in
Section 3.06(E);
(iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Agreement,
or in regard to questions arising under this Agreement, as the City and the Fiscal Agent
may deem necessary or desirable and not inconsistent with this Agreement, and not
adversely affecting the rights of the Owners of the 2021 Bonds in any material respect;
(iv) to make such additions, deletions or modifications as may be necessary or
desirable to assure exclusion from gross income for federal income tax purposes of
interest on the 2021 Bonds;
(v) in connection with the issuance of any Parity Bonds under and pursuant to
Section 3.06.
(C) Fiscal Agent’s Consent. Any amendment of this Agreement may not modify any
of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent shall
be furnished an opinion of counsel that any such Supplemental Agreement entered into by the
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City and the Fiscal Agent complies with the provisions of this Section 8.01 and the Fiscal Agent
may conclusively rely on such opinion and shall be absolutely protected in so relying.
Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.
In such event the City is authorized to fix the time and place of said meeting and to provide for
the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said
meeting.
Section 8.03. Procedure for Amendment with Written Consent of Owners. The City
and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions
of the 2021 Bonds or of this Agreement or any Supplemental Agreement, to the extent that such
amendment is permitted by Section 8.01(A), to take effect when and as provided in this Section
8.03. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent, at the expense of the
City), to each Owner of 2021 Bonds Outstanding, but failure to mail copies of such Supplemental
Agreement and request shall not affect the validity of the Supplemental Agreement when
assented to as in this Section 8.03 provided.
Such Supplemental Agreement shall not become effective unless there shall be filed with
the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate
principal amount of the 2021 Bonds then Outstanding (exclusive of Bonds disqualified as provided
in Section 8.04) and a notice shall have been mailed as hereinafter in this Section 8.03 provided.
Each such consent shall be effective only if accompanied by proof of ownership of the 2021 Bonds
for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any
such consent shall be binding upon the Owner of the 2021 Bonds giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such
consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing
such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section
8.03 provided for has been mailed.
After the Owners of the required percentage of 2021 Bonds shall have filed their consents
to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner
hereinbefore provided in this Section 8.03 for the mailing of the Supplemental Agreement, stating
in substance that the Supplemental Agreement has been consented to by the Owners of the
required percentage of 2021 Bonds and will be effective as provided in this Section 8.03 (but
failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or
consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record,
consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be
proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall
become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and
the Supplemental Agreement shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the City and the Owners of all 2021 Bonds
at the expiration of 60 days after such filing, except in the event of a final decree of a court of
competent jurisdiction setting aside such consent in a legal action or equitable proceeding for
such purpose commenced within such sixty-day period.
Section 8.04. Disqualified Bonds. 2021 Bonds owned or held for the account of the
City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose
of any vote, consent or other action or any calculation of Outstanding 2021 Bonds provided for in
this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided
for in this Article VIII. Upon request of the Fiscal Agent, the City shall specify in a certificate to
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the Fiscal Agent those 2021 Bonds disqualified pursuant to this Section and the Fiscal Agent may
conclusively rely on such certificate.
Section 8.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective under this Article VIII, this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the City, the Fiscal Agent and all Owners of 2021 Bonds
Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any such
Supplemental Agreement shall be deemed to be part of the terms and conditions of this
Agreement for any and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments.
The City may determine that 2021 Bonds issued and delivered after the effective date of any
action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in
form approved by the City, as to such action. In that case, upon demand of the Owner of any
2021 Bond Outstanding at such effective date and upon presentation of his Bond for that purpose
at the Principal Office of the Fiscal Agent or at such other office as the City may select and
designate for that purpose, a suitable notation shall be made on such 2021 Bond. The City may
determine that new 2021 Bonds, so modified as in the opinion of the City is necessary to conform
to such Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of
the Owner of any 2021 Bonds then Outstanding, such new 2021 Bonds shall be exchanged at
the Principal Office of the Fiscal Agent without cost to any Owner, for 2021 Bonds then
Outstanding, upon surrender of such 2021 Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular 2021 Bonds held
by him, provided that due notation thereof is made on such 2021 Bonds.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and
the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants,
stipulations, promises or agreements in this Agreement contained by and on behalf of the City
shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 9.02. Successor and Predecessor. Whenever in this Agreement or any
Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such
reference shall be deemed to include the successors or assigns thereof, and all the covenants
and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall
bind and inure to the benefit of the respective successors and assigns thereof whether so
expressed or not.
Section 9.03. Discharge of Agreement. The City may pay and discharge the entire
indebtedness on all or any portion of 2021 Bonds Outstanding in any one or more of the following
ways:
(A) by paying or causing to be paid the principal of, and interest and
any premium on, all 2021 Bonds Outstanding, as and when the same become due
and payable;
(B) by depositing with the Fiscal Agent, irrevocably, at or before
maturity, money which, together with the amounts then on deposit in the funds and
accounts provided for in the Bond Fund and the Reserve Fund hereof, is fully
sufficient to pay all 2021 Bonds Outstanding, including all principal, interest and
redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent, irrevocably, cash
and/or Federal Securities in such amount as the City shall determine, as confirmed
by an independent certified public accountant, will, together with the interest to
accrue thereon and moneys then on deposit in the fund and accounts provided for
in the Bond Fund and the Reserve Fund (to the extent invested in Federal
Securities), be fully sufficient to pay and discharge the indebtedness on all 2021
Bonds (including all principal, interest and redemption premiums) at or before their
respective maturity dates.
If the City shall have taken any of the actions specified in (A), (B) or (C) above, and if such
2021 Bonds are to be redeemed prior to the maturity thereof and notice of such redemption shall
have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall
have been made for the giving of such notice, then, at the election of the City, and notwithstanding
that any such 2021 Bonds shall not have been surrendered for payment, the pledge of the Special
Taxes and other funds provided for in this Agreement and all other obligations of the City under
this Agreement with respect to such 2021 Bonds shall cease and terminate. Notice of such
election shall be filed with the Fiscal Agent.
Attachment #2
682
46
Notwithstanding the foregoing, the following obligations and pledges of the City shall
continue in any event: (i) the obligation of the City to pay or cause to be paid to the Owners of the
2021 Bonds not so surrendered and paid all sums due thereon, (ii) the obligation of the City to
pay amounts owing to the Fiscal Agent pursuant to Section 7.05, and (iii) the obligation of the City
to assure that no action is taken or failed to be taken if such action or failure adversely affects the
exclusion of interest on the 2021 Bonds from gross income for federal income tax purposes.
Upon compliance by the City with the foregoing with respect to all 2021 Bonds
Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the
Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid
over to the City and any Special Taxes thereafter received by the City shall not be remitted to the
Fiscal Agent but shall be retained by the City to be used for any purpose permitted under the Act.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration, consent or other instrument which this Agreement may require or permit to
be executed by Owners may be in one or more instruments of similar tenor, and shall be executed
by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration, consent or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered 2021 Bonds
and the amount, maturity, number and date of holding the same shall be proved by the registration
books maintained by the Fiscal Agent under Section 2.07.
Any request, declaration, consent or other instrument or writing of the Owner of any 2021
Bond shall bind all future Owners of such 2021 Bond in respect of anything done or suffered to
be done by the City or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No Council member, officer, agent or
employee of the City shall be individually or personally liable for the payment of the principal of or
interest or any premium on the 2021 Bonds; but nothing herein contained shall relieve any such
Council member, officer, agent or employee from the performance of any official duty provided by
law.
Attachment #2
683
47
Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the City may be given or served (A) by facsimile transmission receipt
of which has been confirmed, (B) by being deposited postage prepaid in a post office letter box
addressed (until another address is filed by the City with the Fiscal Agent) or (C) electronic mail
as follows:
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: Assistant City Manager
Fax: (925) 833-8741
Email: colleen.tribby@dublin.ca.gov
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the City to or on the Fiscal Agent may be given or served (A) by facsimile
transmission receipt of which has been confirmed, (B) by being deposited postage prepaid in a
post office letter box addressed (until another address is filed by the Fiscal Agent with the City)
or (C) electronic mail as follows:
U.S. Bank National Association
Global Corporate Trust
One California Street, Suite 1000
San Francisco, California 94111
Attention: Michelle Knutson
Fax: (602) 257-5433
Email: michelle.knutson@usbank.com
Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase
of this Agreement shall for any reason be held by a court of competent jurisdiction to be illegal or
unenforceable, such holding shall not affect the validity of the remaining portions of this
Agreement. The City hereby declares that it would have adopted this Agreement and each and
every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance
of the 2021 Bonds pursuant thereto irrespective of the fact that any one or more Sections,
paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or
unenforceable.
Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent for the payment and discharge of the
principal of, and the interest and any premium on, the 2021 Bonds which remains unclaimed for
two (2) years after the date when the payment of such principal, interest and premium have
become payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by
the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall
thereupon be released and discharged with respect thereto and the Owners of such 2021 Bonds
shall look only to the City for the payment of the principal of, and interest and any premium on,
such 2021 Bonds. Any right of any Owner to look to the City for such payment shall survive only
so long as required under applicable law.
Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State applicable to contracts made and performed in the State.
Attachment #2
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48
Section 9.10. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act
shall prevail over the conflicting provision of this Agreement.
Section 9.11. Conclusive Evidence of Regularity. 2021 Bonds issued under this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 9.12. Payment on Business Day. In any case where the date of the maturity
of interest or of principal (and premium, if any) of the 2021 Bonds, or the date fixed for redemption
of any 2021 Bonds, or the date any action is to be taken under this Agreement, is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action shall be
made on the next succeeding day which is a Business Day with the same force and effect as if
made on the date required and no interest shall accrue for the period from and after such date.
Section 9.13. State Reporting Requirements. In addition to Section 5.15, the following
requirements shall apply to the 2021 Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning
with the October 30 first succeeding the date of the 2021 Bonds, and in each calendar year
thereafter until the October 30 following the final maturity of the Bonds, the Administrative
Services Director shall cause the information required by Government Code Section 53359.5(b)
to be supplied to CDIAC. The annual reporting shall be made using such form or forms as may
be prescribed by CDIAC.
(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest
due on any scheduled payment date for the 2021 Bonds, or if funds are withdrawn from the
Reserve Fund to pay principal and interest on the 2021 Bonds so as to reduce the amount in the
Reserve Fund to less than the Reserve Requirement, the Fiscal Agent shall notify the
Administrative Services Director of such failure or withdrawal in writing. The Administrative
Services Director shall notify CDIAC and the Original Purchasers of such failure or withdrawal
within 10 days of such failure or withdrawal.
(C) Special Tax Reporting. The Administrative Services Director shall file a report
with the City no later than January 1, 2022, and at least once a year thereafter, which annual
report shall contain: (i) the amount of Special Taxes collected and expended with respect to
Improvement Area No. 3, (ii) the amount of 2021 Bond proceeds collected and expended with
respect to the CFD, and (iii) the status of the Project. It is acknowledged that the Special Tax
Fund and the Special Tax Prepayments Account are the accounts into which Special Taxes
collected in Improvement Area No. 3 will be deposited for purposes of Section 50075.1(c) of the
California Government Code, and the funds and accounts listed in Section 4.01 are the funds and
accounts into which 2021 Bond proceeds will be deposited for purposes of Section 53410(c) of
the California Government Code, and the annual report described in the preceding sentence is
intended to satisfy the requirements of Sections 50075.1(d), 50075.3(d) and 53411 of the
California Government Code.
(D) Amendment. The reporting requirements of this Section 9.13 shall be amended
from time to time, without action by the City or the Fiscal Agent (i) with respect to subparagraphs
(A) and (B) above, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the
Act, and (ii) with respect to subparagraph (C) above, to reflect any amendments to Section
50075.1, 50075.3, 53410 or 53411 of the California Government Code. Notwithstanding the
Attachment #2
685
49
foregoing, any such amendment shall not, in itself, affect the City’s obligations under the
Continuing Disclosure Agreement. The City shall notify the Fiscal Agent in writing of any such
amendments which affect the reporting obligations of the Fiscal Agent under this Agreement.
(E) No Liability. None of the City and its officers, agents and employees, the
Administrative Services Director or the Fiscal Agent shall be liable for any inadvertent error in
reporting the information required by this Section 9.13.
The Administrative Services Director shall provide copies of any such reports to any
Bondowner upon the written request of a Bondowner and payment by the person requesting the
information of the cost of the City to photocopy and pay any postage or other delivery cost to
provide the same, as determined by the Administrative Services Director. The term “Bondowner”
for purposes of this Section 9.13 shall include any “Beneficial Owner” of the 2021 Bonds, as the
term “Beneficial Owner” is described in Section 2.10.
Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
* * * * * * * * * *
Attachment #2
686
[Signature Page to Fiscal Agent Agreement dated as of __________ 1, 2021]
IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this Agreement to
be executed as of the date first written above.
CITY OF DUBLIN, for and on behalf of the
CITY OF DUBLIN COMMUNITY FACILITIES
DISTRICT NO. 2015-1 (DUBLIN CROSSING)
By:
Assistant City Manager
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
Attachment #2
687
Exhibit A
Page 1
EXHIBIT A
FORM OF 2021 BOND
No. __ ***$______***
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
CITY OF DUBLIN
Community Facilities District No. 2015-1 (Dublin Crossing)
Improvement Area No. 3
Special Tax Bond, Series 2021
INTEREST RATE MATURITY DATE DATED DATE CUSIP
____% September 1, ____ _________, 2021 ___________
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: *** DOLLARS***
The City of Dublin (the City) for and on behalf of the City of Dublin Community Facilities
District No. 2015-1 (Dublin Crossing) (the “CFD”), for value received, hereby promises to pay
solely from the Special Tax (as hereinafter defined) to be collected in Improvement Area No. 3 of
the CFD or amounts in certain funds and accounts held under the Agreement (as hereinafter
defined), to the registered owner named above, or registered assigns, on the maturity date set
forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth
above, and to pay interest on such principal amount from the Dated Date set forth above, or from
the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid
or duly provided for unless this Bond is authenticated on or before an Interest Payment Date (as
hereinafter defined) and after the close of business on the Record Date (as hereinafter defined)
preceding such Interest Payment Date, in which event it shall bear interest from such Interest
Payment Date, or unless this Bond is authenticated on or prior to August 15, 2021 (the “Record
Date”), in which event it shall bear interest from the Dated Date identified above, payable
semiannually on each March 1 and September 1, commencing September 1, 2021 (each an
“Interest Payment Date”), at the interest rate set forth above, until the principal amount hereof is
paid or made available for payment provided, however, that if at the time of authentication of this
Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment
Date to which interest has previously been paid or made available for payment.
Principal of and interest on the Bonds (including the final interest payment upon maturity
or earlier redemption), is payable on the applicable Interest Payment Date by check of the Fiscal
Agent (defined below) mailed by first class mail to the registered Owner thereof at such registered
Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the
close of business on the Record Date preceding the Interest Payment Date, or by wire transfer
Attachment #2
688
Exhibit A
Page 2
made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or
more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable
Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful
money of the United States of America upon surrender of the Bonds at the Principal Office of the
Fiscal Agent or such other place as designated by the Fiscal Agent.
This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of
$__________ approved by resolution of the City Council of the City on _______, 2021 (the
“Resolution”), under the Mello-Roos Community Facilities Act of 1982, as amended, being
sections 53311, et seq., of the California Government Code (the “Act”) for the purpose funding
certain facilities for the CFD, and is one of the series of bonds designated “City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3 Special Tax
Bonds, Series 2021” (the “Bonds”). The issuance of the Bonds and the terms and conditions
thereof are provided for by a Fiscal Agent Agreement, dated as of __________ 1, 2021 (the
“Agreement”), between the City and U.S. Bank National Association, as fiscal agent (the “Fiscal
Agent”) and this reference incorporates the Agreement herein, and by acceptance hereof the
owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this
Bond is issued under and both are to be construed in accordance with, the laws of the State of
California.
Pursuant to the Act, the Resolution and the Agreement, the principal of and interest on
this Bond are payable solely from the annual special tax authorized under the Act to be collected
within Improvement Area No. 3 of the CFD (the “Special Tax”) and certain funds held under the
Agreement. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the City, as may be permitted by law. The Bonds
do not constitute obligations of the City for which the City is obligated to levy or pledge, or has
levied or pledged, general or special taxation other than described hereinabove. Neither the faith
and credit nor the taxing power of the City (except to the limited extent set forth in the Agreement)
or the State of California or any political subdivision thereof is pledged to the payment of the
Bonds.
Optional Redemption. The Bonds are subject to redemption prior to their stated maturities,
from any source of available funds (other than Special Tax Prepayments), on any date on and
after September 1, 20__, in whole or in part, at a redemption price (expressed as a percentage
of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued
interest to the date fixed for redemption:
Redemption Date Redemption Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100
Attachment #2
689
Exhibit A
Page 3
Mandatory Partial Redemption. The Term Bonds maturing on September 1, 20__ are
subject to mandatory partial redemption in part by lot, from payments made by the City from the
Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together
with accrued interest to the redemption date, without premium, in the aggregate respective
principal amounts all as set forth in the following table:
Mandatory Partial
Redemption Date
(September 1)
Principal Amount
Subject to Redemption
The Term Bonds maturing on September 1, 20__ are subject to mandatory partial
redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption
price equal to the principal amount thereof to be redeemed, together with accrued interest to the
redemption date, without premium, in the aggregate respective principal amounts all as set forth
in the following table:
Mandatory Partial
Redemption Date
(September 1)
Principal Amount
Subject to Redemption
Provided, however, if some but not all of the Term Bonds have been redeemed as a result
of an optional redemption or a partial redemption from Special Tax Prepayments, the total amount
of all future mandatory partial redemption principal amounts shall be reduced by the aggregate
principal amount of Term Bonds so redeemed, to be allocated among such mandatory partial
redemption principal amounts on a pro rata basis in integral multiples of $5,000 as determined by
the Fiscal Agent, notice of which determination shall be given by the City to the Fiscal Agent.
Redemption From Special Tax Prepayments. The Bonds are also subject to redemption
from the proceeds of Special Tax Prepayments and any corresponding transfers from the Reserve
Fund pursuant to the Agreement on any Interest Payment Date in whole or in part, among
maturities as specified by the City, at a redemption price (expressed as a percentage of the
principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest
to the date fixed for redemption:
Redemption Date Redemption Price
Any Interest Payment Date on or before March 1, 20__ 103%
On September 1, 20__ and March 1, 20__ 102
On September 1, 20__ and March 1, 20__ 101
On September 1, 20__ and any Interest Payment Date thereafter 100
Attachment #2
690
Exhibit A
Page 4
Under the terms of the Agreement, in the event the City pays and discharges the entire
indebtedness on all or any portion on the Bonds Outstanding (as such term is defined therein) in
one or more of the ways specified therein, the pledge of the Special Taxes and other funds
provided for in the Agreement and all other obligations of the City under the Agreement with
respect to such Bonds shall cease and terminate.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement. The City has the right to rescind any notice of the optional redemption of Bonds by
written notice to the Fiscal Agent on or prior to the date fixed for redemption as further described
in the Agreement.
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated as
herein provided, and the principal hereof, interest hereon and any redemption premium shall be
payable only to the registered owner or to such owner’s order. The Fiscal Agent shall require the
registered owner requesting transfer or exchange to pay any tax or other governmental charge
required to be paid with respect to such transfer or exchange. No transfer or exchange hereof
shall be required to be made in the circumstances set forth in the Fiscal Agent Agreement.
The Agreement and the rights and obligations of the City thereunder may be modified or
amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a
default under the Agreement or any other document.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED by the City that all acts,
conditions and things required by law to exist, happen and be performed precedent to and in the
issuance of this Bond have existed, happened and been performed in due time, form and manner
as required by law, and that the amount of this Bond, together with all other indebtedness of the
City, does not exceed any debt limit prescribed by the laws or Constitution of the State of
California.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Fiscal Agent for registration of transfer,
exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
Attachment #2
691
Exhibit A
Page 5
IN WITNESS WHEREOF, the City of Dublin has caused this Bond to be to be signed by
the facsimile signature of its Mayor and countersigned by the facsimile signature of the City Clerk.
City Clerk Mayor
[FORM OF FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the Agreement which has been authenticated on
.
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Signatory
Attachment #2
692
Exhibit A
Page 6
[FORM OF ASSIGNMENT]
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute and appoint
, attorney, to transfer the same on the registration books of the Fiscal Agent, with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature guarantee shall be made
by a guarantor institution participating in the
Securities Transfer Agents Medallion
Program or in such other guarantee program
acceptable to the Fiscal Agent.
NOTICE: The signature on this assignment
must correspond with the name(s) as written
on the face of the within Bond in every
particular without alteration or enlargement
or any change whatsoever.
Attachment #2
693
Exhibit B
Page 1
EXHIBIT B
CITY OF DUBLIN
Community Facilities District No. 2015-1
(Dublin Crossing)
Improvement Area No. 3
Special Tax Bonds, Series 2021
OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT
FROM IMPROVEMENT FUND
REQUISITION NO. _____
The undersigned hereby states and certifies that:
(i) I am the duly appointed, qualified and acting _____________________ of the City
of Dublin, a municipal corporation duly organized and existing under the laws of the State of
California (the “City”) and as such, am familiar with the facts herein certified and am authorized
to certify the same.
(ii) I am an “Authorized Officer,” as such term is defined in that certain Fiscal Agent
Agreement, dated as of __________ 1, 2021 (the “Fiscal Agent Agreement”), by and between the
City and U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”).
(iii) Under Section 4.07(B) of the Fiscal Agent Agreement, the undersigned hereby
requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established
under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and
by this reference incorporated herein, the amount set forth opposite such payee, for payment or
reimbursement of previous payment of a Project cost (as Project is defined in the Fiscal Agent
Agreement) as described on attached Schedule A. Payments shall be made by check or wire
transfer in accordance with the payment instructions set forth on Schedule A (or the invoice
attached thereto) and the Fiscal Agent shall rely on such payment instructions as though given
by the City with no duty to investigate or inquire as to the authenticity of the invoice or the payment
instructions contained therein or the authority under which they were given.
(iv) No portion of the amount herein requested to be disbursed was set forth in any
Officer’s Certificate previously filed requesting disbursement.
Dated:
CITY OF DUBLIN
By: _______________________________
(Signature)
_______________________________
(Title)
Attachment #2
694
Exhibit B
Page 2
SCHEDULE A
Payee Name and Address Purpose of Obligation Amount
Attachment #2
695
Exhibit C
Page 1
EXHIBIT C
CITY OF DUBLIN
Community Facilities District No. 2015-1
(Dublin Crossing)
Improvement Area No. 3
Special Tax Bonds, Series 2021
OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT
FROM COSTS OF ISSUANCE FUND
REQUISITION NO. _____
The undersigned hereby states and certifies that:
(i) I am the duly appointed, qualified and acting ________________________ of the
City of Dublin, a municipal corporation duly organized and existing under the laws of the State of
California (the “City”) and as such, am familiar with the facts herein certified and am authorized
to certify the same.
(ii) I am an “Authorized Officer,” as such term is defined in that certain Fiscal Agent
Agreement, dated as of __________ 1, 2021 (the “Fiscal Agent Agreement”), by and between the
City and U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”).
(iii) Under Section 4.02(B) of the Fiscal Agent Agreement, the undersigned hereby
requests and authorizes the Fiscal Agent to disburse from the Costs of Issuance Fund established
under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and
by this reference incorporated herein, the amount set forth in an invoice submitted by each such
payee but no more than the amount set forth opposite such payee, for payment or reimbursement
of previous payment of Costs of Issuance (as that term is defined in the Fiscal Agent Agreement)
as described on attached Schedule A. Payments shall be made by check or wire transfer in
accordance with the payment instructions set forth on Schedule A (or the invoice attached thereto)
and the Fiscal Agent shall rely on such payment instructions as though given by the City with no
duty to investigate or inquire as to the authenticity of the invoice or the payment instructions
contained therein or the authority under which they were given.
(iv) The disbursements described on the attached Schedule A constitute Costs of
Issuance, and are properly chargeable to the Costs of Issuance Fund.
Dated:
CITY OF DUBLIN
By: ____________________________
(Signature)
____________________________
(Title)
Attachment #2
696
Exhibit C
Page 2
SCHEDULE A
Payee Name and Address Purpose of Obligation Amount
Attachment #2
697
Draft of July 5, 2021
$____________
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
PURCHASE CONTRACT
August [4], 2021
City of Dublin
100 Civic Plaza
Dublin, California 94568
Ladies and Gentlemen:
The undersigned, Hilltop Securities Inc. (the “Underwriter”) offers to enter into
this Purchase Contract (the “Purchase Contract”) with you, the City of Dublin (the “City”), for
and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing)
(the “District”), and upon acceptance hereof, this offer will become binding upon the City and
the Underwriter. This offer is made subject to acceptance by delivery of an executed counterpart
hereof at or prior to 11:59 p.m., Pacific time, on this date or on such later date as shall have been
consented to by the parties hereto. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Fiscal Agent Agreement, dated as of August 1, 2021 (the
“Fiscal Agent Agreement”), between the City and U.S. Bank National Association, as fiscal agent
(the “Fiscal Agent”).
1. Purchase, Sale and Delivery of the Bonds.
(a) Upon the basis of the representations, warranties and agreements herein set forth
and subject to the terms and conditions contained herein, the Underwriter hereby agrees to
purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less
than all) of the $________ aggregate principal amount of the City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3 Special Tax Bonds,
Series 2021 (the “Bonds”), dated the date of delivery of the Bonds, bearing interest at the rates
and maturing on the dates in the principal amounts, and subject to redemption, as set forth in
Exhibit A attached hereto. The Underwriter will purchase the Bonds at an aggregate price of
$________ (being the aggregate principal amount of the Bonds of $____________, plus/less an
original issue premium/discount of $________, less an Underwriter’s discount of $_________).
The Bonds shall be substantially in the form described in, shall be issued and
secured under the provisions of, and shall be payable as provided in, the Fiscal Agent
Agreement. The Bonds and interest thereon will be payable from Special Tax Revenues levied
Attachment 3
698
2
and collected on the taxable land within Improvement Area No. 3 of the District. The City,
acting as the legislative body of the District, authorized the issuance of the Bonds pursuant to a
resolution adopted on July [20], 2021 (the “City Resolution”).
The proceeds from the sale of the Bonds will be used in accordance with the
Fiscal Agent Agreement and the Mello-Roos Community Facilities Act of 1982, as amended,
constituting Section 53311 et seq. of the California Government Code (the “Act”), (i) to finance
the cost of acquiring and constructing certain public infrastructure improvements and/or finance
the fees paid for capital improvements, [(ii) to fund a debt service reserve fund for the Bonds,
(iii) to pay for capitalized interest,] and (iv) to pay for the costs of issuing the Bonds, all as more
fully described in the Official Statement under the caption, “INTRODUCTION—Use of
Proceeds,” and as enumerated in Section 5 of this Purchase Contract.
(b) The City will cooperate in the preparation and delivery to the Underwriter of the
Official Statement, dated the date hereof, substantially in the form of the Preliminary Official
Statement relating to the Bonds, dated July __, 2021 (the “Preliminary Official Statement”), with
only such changes therein as have been accepted by the Underwriter and approved by Jones Hall,
a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such
changes, and including the cover page and all appendices, exhibits, reports and statements
included therein or attached thereto, as then supplemented in accordance with this Purchase
Contract, being herein called the “Official Statement”), signed on behalf of the City by the City
Manager or other authorized official of the City, in such quantities as the Underwriter shall
request. The City confirms that the information contained in the Preliminary Official Statement
was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the
Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be
omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in
the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The
City will undertake, pursuant to the Continuing Disclosure Agreement dated as of August 1,
2021 (the “Continuing Disclosure Agreement”), executed by the City, to provide certain annual
information and notices of the occurrence of certain enumerated events. A description of this
undertaking is set forth in the Official Statement.
(c) At 8:00 a.m., Pacific time, on August [18], 2021 or at such other time or on such
earlier or later date as we may mutually agree upon (the “Closing Date”), the City will deliver or
cause to be delivered to The Depository Trust Company (“DTC”) for the account of the
Underwriter in New York, New York, or at such other place as we may mutually agree upon, the
Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and
to the offices of Bond Counsel in Oakland, California the other documents hereinafter
mentioned; and, subject to the conditions of this Purchase Contract, the Underwriter will accept
such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section
by certified or official bank check or by wiring funds (which payment in any event shall be in
immediately available funds) payable to the order of the Fiscal Agent (such delivery and
payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the
Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form
of a separate, single, fully registered Bond for each maturity.
Attachment 3
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(d) The Underwriter has entered into this Purchase Contract in reliance upon the
representations and warranties of the City contained herein and the certificates and opinions
required to be delivered pursuant hereto.
(e) The Underwriter agrees to assist the City in establishing the issue price of the
Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate,
together with the supporting pricing wires or equivalent communication, substantially in a form
approved by Bond Counsel, with such modifications as may be appropriate or necessary in the
reasonable judgment of the Underwriter, the City, and Bond Counsel to accurately reflect, as
applicable, the sales price or prices or the initial offering price or prices to the public of the
Bonds. All actions to be taken by the City under this subsection to establish the issue price of the
Bonds may be taken on behalf of the City by the City’s municipal advisor, Fieldman, Rolapp &
Associates Inc., and any notice or report to be provided to the City may be provided to such
municipal advisor.
Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the City
will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”)
is sold to the public as the issue price of that maturity (if different interest rates apply within a
maturity, each separate CUSIP number within that maturity will be subject to the ten percent
test). At or promptly after the execution of this Agreement, the Underwriter shall report to the
City the price or prices at which it has sold to the public each maturity of the Bonds. If at that
time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter
agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity
to the public. That reporting obligation shall continue, whether or not the Closing Date has
occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all
Bonds of that maturity have been sold to the public.
The underwriter confirms that it will offer the Bonds to the public on or before the
date of this Agreement at the offering price or prices (the “initial offering price”), or at the
corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as
otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the
maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which
the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply,
which will allow the City to treat the initial offering price to the public of each such maturity as
of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as
the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter
will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher
than the initial offering price to the public during the period starting on the sale date and ending
on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date
on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public
at a price that is no higher than the initial offering price to the public.
The Underwriter acknowledges that sales of any Bonds to any person that is a
related party to the Underwriter shall not constitute sales to the public for purposes of this
subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).
Attachment 3
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2. Representations, Warranties and Agreements of the City.
The City represents and warrants to and agrees with the Underwriter that:
(a) The District is a community facilities district duly organized and validly existing
under the Constitution and laws of the State of California, and the City, acting on behalf of the
District, has, and will have at the Closing Date, full power and authority to issue the Bonds, to
adopt the City Resolution, to enter into the Fiscal Agent Agreement, the Continuing Disclosure
Agreement, and this Purchase Contract and to perform its obligations under the Fiscal Agent
Agreement, the Continuing Disclosure Agreement, and this Purchase Contract, and when
executed and delivered by the respective parties thereto, the Fiscal Agent Agreement, the
Continuing Disclosure Agreement, and this Purchase Contract will constitute the legal, valid and
binding obligations of the City enforceable in accordance with their respective terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium and other similar laws related to or affecting creditors’ rights
generally and to the application of equitable principles as the court having jurisdiction may
impose, regardless of whether such proceeding is considered a proceeding in equity or law, to the
exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies
against governmental entities in the State of California and by matters of public policy;
(b) When delivered to and paid for by the Underwriter at the Closing in accordance
with the provisions of this Purchase Contract and assuming proper authentication by the Fiscal
Agent by the manual signature of an authorized officer thereof, the Bonds will have been duly
authorized, executed, issued and delivered and will constitute valid and binding limited
obligations of the City, enforceable in accordance with their terms and entitled to the benefit and
security of the Fiscal Agent Agreement;
(c) By official action of the City prior to or concurrently with the acceptance hereof,
the City has authorized and approved the distribution of the Preliminary Official Statement,
authorized and approved the distribution of the Official Statement, and authorized and approved
the execution and delivery of, and the performance by the City of the obligations on its part
contained in, the Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, and
this Purchase Contract, and the consummation by the City of all other transactions on its part
contemplated by the Official Statement and this Purchase Contract;
(d) As of the date hereof, there is no action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court, governmental agency, public board or body, pending
(with service of process against the City having been accomplished) or known to the City to be
threatened against the City, seeking to restrain or enjoin the issuance, sale, execution or delivery
of the Bonds, or in any way contesting any proceedings of the City taken concerning the issuance
or sale thereof, the adoption of the City Resolution, the pledge or application of any moneys or
security provided for the payment of the Bonds, or in any way contesting the validity or
enforceability of the Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement,
or this Purchase Contract, or contesting in any way the completeness or accuracy of the
Attachment 3
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Preliminary Official Statement or the Official Statement, as amended or supplemented, or the
existence or powers of the City relating to the issuance of the Bonds;
(e) As of the date thereof and as of the date hereof, the statements and information
contained in the Preliminary Official Statement were and will be true, correct and complete in all
material respects, and did not and will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements and
information therein, in light of the circumstances under which they were made, not misleading.
(f) Both as of the date hereof and at the Closing Date, the statements and information
contained in the Official Statement are and will be true, correct and complete in all material
respects, and do not and will not contain any untrue statement of a material fact or omit to state a
material fact which is necessary to make such statements and information therein, in the light of
the circumstances under which they were made, not misleading in any material respect;
(g) The City will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request in
endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities
laws and regulations of such states and other jurisdictions of the United States as the Underwriter
may designate, and (ii) to determine the eligibility of the Bonds for investment under the laws of
such states and other jurisdictions, and subject to Section 6 hereof, will use its best efforts to
continue such qualification in effect so long as required for distribution of the Bonds; provided,
however, that in no event shall the City be required to qualify as a foreign entity in any such state
or take any action that would subject it to general, special or unlimited service of process in any
jurisdiction in which it is not now so subject;
(h) To the best knowledge of the City, the adoption of the City Resolution will not,
and the execution and delivery by the City of the Bonds, the Fiscal Agent Agreement, the
Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City
Documents”) and compliance with the provisions on the City’s part contained therein will not, in
any material respect, conflict with or constitute on the part of the City a breach of or default
under any material law, administrative regulation, court order, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the City is a party or by
which it is bound, which breach or default would have a material adverse effect on the City’s
ability to perform its obligations under the City Documents;
(i) To the best knowledge of the City, neither the District nor the City is in breach of
or in default under any applicable material law or administrative regulation of the State of
California or the United States or any applicable material judgment or decree or any material
loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the
City is a party or is otherwise subject, which breach or default would have a material adverse
effect on the City’s ability to perform its obligations under the City Documents, and no event has
occurred and is continuing which, with the passage of time or the giving of notice, or both,
would constitute a breach of or a default or an event of default under any such instrument, which
breach or default would have a material adverse effect on the City’s ability to perform its
obligations under the City Documents;
Attachment 3
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(j) To the best knowledge of the City, no other public debt secured by a tax or
assessment levied by the City on the land in the District is in the process of being authorized,
and, except for the City of Dublin Community Facilities District No. 2017-1 (Dublin Crossing –
Public Services), no assessment districts or community facilities district have been or are in the
process of being formed by the City that include any portion of the land within the District;
(k) The Special Tax constituting the security for the Bonds has been duly and
lawfully authorized and may be levied under the Act, the Constitution of the State of California
and applicable laws of the State of California, and the Special Tax, when levied, will constitute a
valid and legally binding continuing lien on the properties on which it has been levied;
(l) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues
and the moneys deposited in any fund established pursuant to the Fiscal Agent Agreement,
including the investments thereof, subject in all cases to the provisions of the Fiscal Agent
Agreement permitting the application thereof for the purposes and on the terms and conditions
set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay
all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity,
plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to
maturity, and premium, if any, the City will faithfully perform and abide by all of its covenants
and undertakings, and the provisions contained in the Fiscal Agent Agreement;
(m) The City shall not knowingly take or omit to take any action that, under existing
law, may adversely affect the exemption from state income taxation or the exclusion from gross
income for federal income tax purposes of the interest on the Bonds;
(n) If between the date of this Purchase Contract and up to and including the 25th day
following the end of the underwriting period (as such term is defined in Rule 15c2-12) (i) an
event occurs, of which the City has knowledge, which might or would cause the information in
the Official Statement, as then supplemented or amended, to contain an untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to make
such information therein, in the light of the circumstances under which it was presented, not
misleading, or (ii) if the City is otherwise requested to amend, supplement or otherwise change
the Official Statement, the City will notify the Underwriter, and if in the reasonable opinion of
the Underwriter such event requires the preparation and publication of a supplement or
amendment to the Official Statement, the City will participate in the amendment or supplement
in a form and in a manner approved by the Underwriter and counsel to the City, provided all
expenses thereby incurred will be paid by the City and provided further that, for purposes of this
provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on
or prior to the Closing provides written notice to the contrary to the City; and
For twenty-five (25) days from the date of the end of the underwriting period (as
such term is defined in Rule l5c2-12), (i) the City will not participate in the issuance of any
amendment of or supplement to the Official Statement to which, after being furnished with a
copy, the Fiscal Agent or the Underwriter shall reasonably object in writing or which shall be
disapproved by any of their respective counsel, and (ii) if any event relating to or affecting the
City shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter,
to amend or supplement the Official Statement in order to make the Official Statement not
Attachment 3
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misleading in light of the circumstances existing at the time it is delivered to a purchaser, the
City will forthwith cause the preparation of and furnish to the Underwriter (at the expense of the
City for twenty-five (25) days from the date of Closing, and thereafter at the expense of the
Underwriter) a reasonable number of copies of an amendment of or supplement to the Official
Statement (in form and substance satisfactory to counsel for the Underwriter and counsel to the
City) which will amend or supplement the Official Statement so that it will not contain an untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances existing at the time the Official Statement is
delivered to a purchaser, not misleading. For purposes of this subsection, the City will furnish
such information with respect to itself as the Underwriter may from time to time reasonably
request.
The execution and delivery of this Purchase Contract by the City shall constitute a
representation by the City to the Underwriter that the representations, warranties and agreements
contained in this Section 2 are true as of the date hereof; provided that as to information
furnished by the City pursuant to this Purchase Contract or otherwise and in the Preliminary
Official Statement and in the Official Statement, the City is relying on such information in
making the City’s representations, warranties and agreements; and as to all matters of law, other
than federal tax and securities laws, the City is relying on the advice of counsel to the City; and
as to matters of federal tax law and securities laws, the City is relying on the advice of Bond
Counsel; and provided further that no member of the governing body or officer, employee or
agent of the City shall be individually liable for the breach of any representation, warranty or
agreement contained herein.
3. Conditions to the Obligations of the Underwriter.
The obligation of the Underwriter to accept delivery of and pay for the Bonds on
the Closing Date shall be subject, at the option of the Underwriter, (i) to the accuracy in all
material respects of the representations, warranties and agreements on the part of the City
contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material
respects of the statements of the officers and other officials of the City made in any certificates
or other documents furnished pursuant to the provisions hereof, and to the performance by the
City of its obligations to be performed hereunder at or prior to the Closing Date; and (ii) to the
following additional conditions:
(a) At the time of Closing, the City Documents shall be in full force and effect as
valid, binding and enforceable agreements between or among the various parties thereto, and this
Purchase Contract and the remainder of the City Documents shall not have been amended,
modified or supplemented, except as described herein or as may otherwise have been agreed to
in writing by the Underwriter, and there shall have been taken in connection with the issuance of
the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such
actions as, in the opinion of Bond Counsel, shall be necessary and appropriate;
(b) As of the Closing Date, the Official Statement shall not have been amended,
modified or supplemented, except as may have been agreed to in writing by the Underwriter;
Attachment 3
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(c) Between the date hereof and the Closing Date, none of the following shall have
occurred:
(1) legislation enacted in the Congress or in the legislature of the State of
California, or a decision rendered by a court established under Article III of the Constitution of
the United States or under the Constitution of the State of California, as the case may be, or by
the Tax Court of the United States, or an order, ruling, regulation (final or temporary) or official
or staff statement issued or made:
(A) by or on behalf of the Treasury Department of the United States or
the Internal Revenue Service, or any agency, commission or instrumentality of the State of
California, with the purpose or effect, directly or indirectly, of imposing federal income taxation
or State of California personal income taxation, respectively, upon the Special Tax Revenues (as
defined in the Fiscal Agent Agreement) as would be received by the City or the Fiscal Agent or
upon such interest as would be received by the holders of the Bonds or obligations of the general
character of the Bonds, or
(B) by or on behalf of the Securities and Exchange Commission, or
any other governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Bonds or the Bonds are not exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”), or that the Fiscal Agent
Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”),
which, in either case, in the reasonable judgment of the Underwriter, would have a material and
adverse effect on the market price or marketability, at the initial offering prices set forth in the
Official Statement, of the Bonds;
(2) the declaration of war or the material outbreak or material escalation of
existing military hostilities involving the United States or the occurrence of any other national
emergency or calamity relating to the effective operation of the government of or the financial
community in the United States, which, in the reasonable judgment of the Underwriter, would
have a material and adverse effect on the market price or marketability, at the initial offering
prices set forth in the Official Statement, of the Bonds;
(3) the declaration of a general banking moratorium by federal, New York or
California authorities, or the general suspension of trading on any national securities exchange,
which, in the reasonable judgment of the Underwriter, would have a material and adverse effect
on the market price or marketability, at the initial offering prices set forth in the Official
Statement, of the Bonds;
(4) the imposition by the New York Stock Exchange or other national
securities exchange, or any governmental authority, of any material restrictions not now in force
with respect to the Bonds or obligations of the general character of the Bonds or securities
generally, or the material increase of any such restrictions now in force, including those relating
to the extension of credit by, or the charge to the net capital requirements of, underwriters;
Attachment 3
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(5) an order, decree or injunction of any court of competent jurisdiction, or
order, ruling, regulation or official or staff statement by the Securities and Exchange
Commission, or any other governmental agency having jurisdiction of the subject matter, issued
or made to the effect that the issuance, offering or sale of obligations of the general character of
the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying
obligations, as contemplated hereby or by the Official Statement, is or would be in violation of
the federal securities laws as amended and then in effect;
(6) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any statement or
information contained in the Official Statement, or has the effect that the Official Statement
contains any untrue statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements or information therein, in the light of the
circumstances under which they were made, not misleading, and the City refuses to amend or
supplement the Official Statement to correct such statements or information;
(7) the entry of an order by a court of competent jurisdiction that enjoins or
restrains the City from issuing permits, licenses or entitlements within the District or which
order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects
proposed development of property within the District;
(8) any amendment to the federal or California Constitution or action by any
federal or California court, legislative body, regulatory body or other authority materially
adversely affecting the tax status of the City or the District, their property, income or securities
(or interest thereon), the validity or enforceability of the Special Tax as contemplated by the
Fiscal Agent Agreement, the City Documents, or the Official Statement; or
(9) any adverse event occurs with respect to the affairs of the City, the District
or the Fiscal Agent, which, in the reasonable judgment of the Underwriter, would have a material
and adverse effect on the market price or marketability, at the initial offering prices set forth in
the Official Statement, of the Bonds.
(d) At or prior to the Closing Date, the Underwriter shall have received the following
documents, in each case satisfactory in form and substance to the Underwriter:
(1) The City Documents, duly executed and delivered by the respective
parties thereto, with only such amendments, modifications or supplements as may have been
agreed to in writing by the Underwriter;
(2) The Official Statement, executed on behalf of the City by its City Manager
or another authorized official of the City;
(3) An approving opinion of Bond Counsel, dated the Closing Date and
addressed to the City, in substantially the form attached to the Official Statement as APPENDIX
F, together with a reliance letter addressed to the Underwriter;
(4) A supplemental opinion of Bond Counsel, dated the Closing Date and
addressed to the Underwriter and the City, to the effect that (i) the City Documents have been
Attachment 3
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duly authorized, executed and delivered by the City, and, assuming such agreements constitute a
valid and binding obligation of the other respective parties thereto, constitute the legally valid
and binding agreements of the City for the District enforceable in accordance with their
respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency
or other laws affecting creditor’s rights or remedies and may be subject to general principles of
equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds
are not subject to the registration requirements of the Securities Act of 1933, as amended, and the
Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as
amended; and (iii) the information contained in the Official Statement on the cover and under the
captions “INTRODUCTION,” “THE BONDS” (other than information relating to DTC and its
Book-Entry Only System), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,”
“TAX MATTERS” and APPENDICES [C and F] thereof is accurate, insofar as such information
purports to summarize or replicate certain provisions of the Act, the Bonds and the Fiscal Agent
Agreement and the exclusion from gross income for federal income tax purposes and exemption
from State of California personal income taxes of interest on the Bonds;
(5) An opinion of counsel to the City, dated the Closing Date and addressed to
the City and the Underwriter, to the effect that (i) to its current actual knowledge and except as
disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, regulatory agency, public board or body is pending with respect
to which the City has been served with process or is known to such counsel to be threatened, as
to which the City is or would be a party, which would materially adversely affect the ability of
the City or the District to perform their obligations under the City Documents, or which seeks to
restrain or enjoin the issuance, sale and delivery of the Bonds or exclusion from gross income for
federal income tax purposes or State of California personal income taxes of interest on the
Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent
Agreement, or the collection or application of the Special Tax to pay the principal of and interest
on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds,
the City Documents or the accuracy of the Official Statement, or any action of the City
contemplated by any of said documents or the development of property within the District;
(ii) the City is duly organized and validly existing as a public entity under the laws of the State of
California and the District is duly organized and validly existing as a community facilities
district under the laws of the State of California, and the City has full legal right, power and
authority to issue the Bonds and to perform all of its obligations under the City Documents;
(iii) the City has obtained all approvals, consents, authorizations, elections and orders of or
filings or registrations with any California governmental authority, board, agency or commission
having jurisdiction that constitute a condition precedent to the levy of the Special Tax, the
issuance of the Bonds or the performance by the City of its obligations thereunder or under the
Fiscal Agent Agreement, except that no opinion need be expressed regarding compliance with
blue sky or other securities laws or regulations; (iv) the City Council has duly and validly
adopted the City Documents at meetings of the City Council which were called and held
pursuant to law and with all public notice required by law and at which a quorum was present
and acting throughout, and the City Documents are now in full force and effect and have not
been amended; and (v) the City has duly authorized, executed and delivered the City Documents
and has duly authorized the preparation and delivery of the Official Statement;
Attachment 3
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(6) An opinion of Jones Hall, A Professional Law Corporation, as Disclosure
Counsel, dated the Closing Date and addressed to the City and Underwriter, to the effect that
nothing has come to such counsel’s attention that would lead them to believe that the Official
Statement, as of its date and as of the Closing Date (but excluding therefrom the appendices
thereto, financial statements and statistical data, and information regarding The Depository Trust
Company and its book-entry system, as to which no opinion need be expressed), contains an
untrue statement of a material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;
(7) An opinion of Rossi A. Russell, Esq., counsel to the Underwriter, dated
the Closing Date and addressed to the Underwriter, to the effect that (i) the Bonds are exempt
from the registration requirements of the Securities Act of 1933, as amended, and the Fiscal
Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as
amended; and (ii) without having undertaken to determine independently the accuracy or
completeness of the statements contained in the Official Statement, but on the basis of his
participation in conferences with representatives of the City, Bond Counsel, Disclosure Counsel,
representatives of the Underwriter, and others, and his examination of certain documents,
nothing has come to his attention that has led him to believe that the Official Statement as of its
date and as of the Closing Date contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading (except that no opinion
or belief need to be expressed as to any information relating to The Depository Trust Company,
or any information relating to CUSIP numbers, or with respect to any financial or statistical data
or forecasts or estimates or assumptions or any expressions of opinion or appraised or assessed
valuations);
(8) A certificate of the City Manager, or such other authorized official of the
City as is acceptable to the Underwriter, dated the Closing Date, to the effect that:
(A) the representations and warranties made by the City herein are true
and correct as of the Closing Date with the same effect as if made on the Closing Date; and
(B) no event affecting the City has occurred since the date of the
Official Statement that either (i) makes untrue or incorrect in any material respect as of the
Closing Date any statement or information contained in the Official Statement concerning the
City, or (ii) is not reflected in the Official Statement but should be reflected therein in order to
make the statements and information therein concerning the City not misleading in any material
respect;
(9) A certified copy of the City Resolution authorizing the execution and
delivery of the Bonds, the Fiscal Agent Agreement, the Official Statement, the Continuing
Disclosure Agreement, and this Purchase Contract;
(10) A certificate of the City pursuant to Rule 15c2-12 relating to the
Preliminary Official Statement, in form and substance satisfactory to the Underwriter;
Attachment 3
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(11) A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal
Agent, each dated the Closing Date and addressed to the City and the Underwriter, to the effect
that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement
and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent
enforceable in accordance with its terms;
(12) A certificate of Dublin Crossing, LLC, a Delaware limited liability
company (“Dublin Crossing” or “Developer”), Brookfield Bay Area Holdings LLC, a Delaware
limited liability company (“Brookfield BAH” or “Developer”), and CalAtlantic Group, Inc.
(“CalAtlantic” or “Developer”), with each certificate dated the date of the Preliminary Official
Statement and substantially in the form attached as Exhibits B, C, and D hereto (each a
“Developer Certificate”), or as any such certificate may be modified with the approval of the
Underwriter, and a closing certificate of each Developer dated the Closing Date to the effect that
the representations in its respective Developer Certificate are true and correct as of the Closing
Date (except that all references to the Preliminary Official Statement in each Developer
Certificate shall be deemed to be references to the final Official Statement);
(13) Separate continuing disclosure agreements executed by each of Brookfield
BAH, CalAtlantic, and Dublin Crossing and the dissemination agents named therein in the forms
attached as APPENDIX G to the Official Statement (each a “Developer Continuing Disclosure
Agreement”);
(14) An opinion letter from counsel to each Developer (which may be in-house
counsel), dated the Closing Date and addressed to the City and the Underwriter, substantially to
the effect that: (a) [for Brookfield BAH and CalAtlantic only], the Developer is duly formed,
validly existing and in good standing under the laws of the state of its formation and has full
power and authority to enter into its Developer Continuing Disclosure Agreement, if applicable;
(b) [for Brookfield BAH and CalAtlantic only], the Developer has duly and validly executed and
delivered its Developer Continuing Disclosure Agreement, and its Developer Continuing
Disclosure Agreement constitutes the legal, valid and binding obligations of such Developer,
enforceable against such Developer in accordance with its terms; and (c) [for each Developer
with respect to the Developer that it represents], without having undertaken to determine
independently the accuracy, completeness or fairness of the statements contained in the Official
Statement under the captions [for the Dublin Crossing Opinion] “THE DUBLIN CROSSING
PROJECT” (other than under the captions “—Groundwater Testing Required by SFRWQCB”
and other than any information found on the geotracker website referenced in the caption “—
Homebuyer Disclosure Statement,” and “—Market Pricing and Absorption Analysis,”
“IMPROVEMENT AREA NO. 3—Formation of the District,” “—Location and Description of
Improvement Area No. 3 and the Immediate Area,” “—Improvement Area No. 3 Ownership,”
“—Tract Map Status,” “—The Merchant Builders,” “—Financing Plan – Developer,” and
“OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3” (other than under
the caption “—Brookfield BAH,” “—CalAtlantic,” “—and Lennar,” and “CONTINUING
DISCLOSURE — Dublin Crossing”; [for the Brookfield BAH opinion] “IMPROVEMENT
AREA NO. 3—Improvement Area No. 3 Ownership,” “—The Development Plan – Mulholland
Neighborhood,” and “—Huntington Neighborhood,” “—Financing Plan — Merchant Builders
— Brookfield Merchant Builder Financing Plan,” “OWNERSHIP OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 3 — The Developer, Brookfield, and CalAtlantic — Brookfield
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BAH,” and “CONTINUING DISCLOSURE — Brookfield BAH”; [for the CalAtlantic opinion]
“THE DUBLIN CROSSING PROJECT” (other than under the captions “—Groundwater Testing
Required by SFRWQCB” and other than any information found on the geotracker website
referenced in the caption “—Homebuyer Disclosure Statement,” for which no certification is
provided) “—The Development Plan – Downing Neighborhood,” “—Financing Plan – Merchant
Builders – CalAtlantic Financing Plan,” “OWNERSHIP OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 3” (other than under the captions “– Developer,” “– BrookCal,”
and “– Brookfield BAH”), and “CONTINUING DISCLOSURE — CalAtlantic”; (except that no
opinion or belief need be expressed as to any information relating to The Depository Trust
Company, or any information relating to CUSIP numbers, or with respect to any financial
statements and other financial, statistical, economic, demographic or engineering data or
forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of
opinion, or any information about valuation, appraisals, market absorption, archaeological, or
environmental matters, or to any information which is attributable to a source other than the
applicable Developer contained in the Official Statement), no facts came to their attention during
the course of their representation of the applicable Developer that would lead them to believe
that the information under said captions of the Official Statement relating to the applicable
Developer and the applicable Developer’s organization and property and its proposed
development of the applicable Developer’s property within the District, contains any untrue
statement of a material fact or omits any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(15) A certificate from Integra Realty Resources (the “Appraiser”) consenting
to the inclusion of their appraisal report (the “Appraisal”) in the Preliminary Official Statement
and the final Official Statement and certifying that (i) the information in the Official Statement
relating to the Appraisal does not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and (ii) since the date of the Appraisal they are not aware
of any facts that would materially affect the conclusions of value set forth therein;
(16) One or more certificates dated the Closing Date from Goodwin Consulting
Group, Inc. (the “Special Tax Consultant”) addressed to the City and the Underwriter to the
effect that (i) the amount of the Special Taxes that could be levied in each Fiscal Year on all
Parcels (as defined in the Rate and Method of Apportionment of Special Tax for the District) of
Taxable Property in the District less Administrative Expenses (as defined in the Rate and Method
of Apportionment of Special Tax for the District), is at least one hundred ten percent (110%) of
the total Annual Debt Service for each such Fiscal Year on the Bonds, and (ii) all information
supplied by the Special Tax Consultant for use in the Official Statement is true and correct as of
the date of the Official Statement and as of the Closing Date; and
(17) Such additional legal opinions, certificates, proceedings, instruments and
other documents as the Underwriter or Bond Counsel may reasonably request to evidence
compliance by the City with legal requirements, the truth and accuracy, as of the Closing Date,
of the representations of the City contained herein, and the due performance or satisfaction by
the City at or prior to such time of all agreements then to be performed and all conditions then to
be satisfied by the City.
Attachment 3
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4. Conditions to the Obligations of the City.
The obligations of the City to issue and deliver the Bonds on the Closing Date
shall be subject, at the option of the City, to the performance by the Underwriter of its
obligations to be performed hereunder at or prior to the Closing Date and to the following
additional conditions:
(a) The Fiscal Agent Agreement, the Continuing Disclosure Agreements, and this
Purchase Contract, respectively, shall have been executed by the other parties thereto; and
(b) No order, decree, injunction, ruling or regulation of any court, regulatory agency,
public board or body shall have been issued, nor shall any legislation have been enacted, with the
purpose or effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds
as contemplated hereby or by the Official Statement;
5. Expenses.
All reasonable expenses, fees and costs of the City incident to the performance of
its obligations in connection with the authorization, issuance and sale of the Bonds to the
Underwriter, including printing costs of outside printing companies incurred in connection with
printing the Bonds and preparing the Official Statement, fees and expenses of consultants, fees
and expenses of counsel for the City, if any, fees and expenses of the Fiscal Agent and of the
Fiscal Agent’s counsel (if any), fees of DTC, fees and expenses of rating agencies, insurance
policy premiums, if any, any out-of-pocket disbursements of the City, and fees and expenses of
Bond Counsel, Disclosure Counsel, and Underwriter’s counsel shall be paid by the City. All fees
and expenses to be paid by the City pursuant to this Purchase Contract may be paid from Bond
proceeds to the extent permitted under federal tax law. All expenses of selling the Bonds, all
out-of-pocket expenses of the Underwriter, including travel and other expenses, CUSIP Service
Bureau charges, California Debt and Investment Advisory Commission fees, and blue sky fees, if
any, shall be paid by the Underwriter.
6. Termination.
This Purchase Contract may be terminated by the Underwriter if any of the
conditions specified in Section 3 hereof shall not have been fulfilled by the Closing, upon written
notice of such termination to the City. This Purchase Contract may be terminated by the City if
any of the conditions specified in Section 4 hereof shall not have been fulfilled by the Closing,
upon written notice of such termination to the Underwriter.
Any notice of termination pursuant to this Section 6 shall be given in the manner
provided in Section 7 hereof. If this Purchase Contract shall be terminated as provided in the
first paragraph of this Section 6, such termination shall be without liability of the City or the
Underwriter, except as to the expenses in Section 5 above.
7. Notices.
Any notice or other communication to be given to the City under this Purchase
Contract may be given by delivering the same in writing at the address of the City set forth
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above; any notice or other communication to be given to the Underwriter may be given by
delivering the same to Hilltop Securities, Inc, 50 California Street, Suite 2650, San Francisco,
California 94111.
8. Governing Law.
The laws of the State of California govern all matters arising out of or relating to
this Purchase Contract, including, without limitation, its validity, interpretation, construction,
performance, and enforcement.
9. Arms-Length Transaction.
The City and the Underwriter acknowledge and agree that (i) the purchase and
sale of the Bonds pursuant to this Purchase Contract is an arm’s-length, commercial transaction
between the City and the Underwriter in which the Underwriter is acting solely as a principal and
is not acting as an agent, advisor or fiduciary of the City, (ii) the Underwriter has not assumed
any advisory or fiduciary responsibility to the City with respect to this Purchase Contract, the
offering of the Bonds and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriter, or any affiliate of the Underwriter, has provided other
services or is currently providing other services to the City on other matters), (iii) the only
contractual obligations the Underwriter has to the City with respect to the transactions
contemplated hereby are those set forth in this Purchase Contract, (iv) the Underwriter has
financial and other interests that differ from those of the City, and (v) the City has consulted with
its own legal, accounting, tax, financial and other advisors, as applicable, to the extent they have
deemed appropriate. Nothing in the foregoing paragraph is intended to limit the Underwriter’s
obligations of fair dealing under MSRB Rule G-17.
10. Miscellaneous.
This Purchase Contract is made solely for the benefit of the City and the
Underwriter, and no other person shall acquire or have any right hereunder or by virtue hereof
except as expressly provided herein. All representations, warranties and agreements of the City
in this Purchase Contract shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Underwriter and shall survive the delivery of and
payment for the Bonds. This Purchase Contract may be executed in several counterparts, each of
which shall be regarded as an original and all of which shall constitute one and the same
agreement.
Attachment 3
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If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Underwriter the enclosed duplicate hereof whereupon it will become
a binding agreement among the City and the Underwriter.
HILLTOP SECURITES, INC.
as Underwriter
By:
Authorized Officer
Accepted and Agreed to:
CITY OF DUBLIN, on behalf of the City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing)
By:
Authorized Officer
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EXHIBIT A
Maturity Schedule* $_________
City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing)
Improvement Area No. 3
Special Tax Bonds, Series 2021
MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES
AND YIELDS FOR THE BONDS
REDEMPTION PROVISIONS FOR THE BONDS
[(i) Optional Redemption. The Bonds maturing on or after _________, 20__ are
subject to redemption prior to their stated maturities, on any date on and after __________, 20__,
in whole or in part, at a redemption price equal to the principal amount of the Bonds to be
redeemed, together with accrued interest thereon to the date fixed for redemption, without
premium.
(ii) Mandatory Partial Redemption. The Term Bonds maturing on ________ 1,
20__ are subject to mandatory partial redemption in part by lot, from payments made by the City
from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed,
together with accrued interest to the redemption date, without premium, in the aggregate
respective principal amounts all as set forth in the following table:
Mandatory Partial
Redemption Date
(________ 1)
Principal Amount
Subject to Redemption
The Term Bonds maturing on _________ 1, 20__ are subject to mandatory partial
redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption
price equal to the principal amount thereof to be redeemed, together with accrued interest to the
redemption date, without premium, in the aggregate respective principal amounts all as set forth
in the following table:
Attachment 3
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Mandatory Partial
Redemption Date
(_________ 1)
Principal Amount
Subject to Redemption
The Term Bonds maturing on _________1, 20__ are subject to mandatory partial
redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption
price equal to the principal amount thereof to be redeemed, together with accrued interest to the
redemption date, without premium, in the aggregate respective principal amounts all as set forth
in the following table:
Mandatory Partial
Redemption Date
(_________ 1)
Principal Amount
Subject to Redemption
Provided, however, if some but not all of the Term Bonds have been redeemed under
subsection (i) above or subsection (iii) below, the total amount of all future Mandatory Partial
Redemptions shall be reduced by the aggregate principal amount of Term Bonds so redeemed, to
be allocated among such Mandatory Partial Redemption Dates on a pro rata basis in integral
multiples of $5,000 as determined by or on behalf of the City, notice of which determination
(which shall consist of a revised mandatory partial redemption schedule) shall be given by the
City to the Fiscal Agent.
(iii) Redemption from Special Tax Prepayments. Special Tax Prepayments and any
corresponding transfers from the Reserve Fund pursuant to the Fiscal Agent Agreement shall be
used to redeem Bonds on the next Interest Payment Date for which notice of redemption can
timely be given under the Fiscal Agent Agreement, in whole or in part among maturities as
specified by the City, at a redemption price (expressed as a percentage of the principal amount of
Attachment 3
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the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for
redemption:
Redemption Date Redemption Price
Any Interest Payment Date on or before _____ 1, 20__ 103%
On ________ 1, 20__ and _____ 1, 20__ 102%
On ________ 1, 20__ and _____ 1, 20__ 101%
On ________ 1, 20__ and any Interest Payment Date thereafter 100%
Attachment 3
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Schedule 1
Initial Offering Prices
Maturity
(_______ 1) Par Value Price Coupon Yield
___________________________
* The ten percent test has been satisfied for this maturity and the “hold-the-offering-price rule” is not
in effect with respect thereto.
** The ten percent test has not been satisfied for this maturity and the “hold-the-offering-price rule” is
in effect with respect thereto.
*** Yield to _________ 1, 20__ par call.
Attachment 3
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EXHIBIT B
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
CERTIFICATE OF DUBLIN CROSSING, LLC
Dated: ___________
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”),
and pursuant to the Purchase Contract (the “Purchase Contract”) to be executed by and
between City of Dublin (the “City”), for and on behalf of the City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) (the “District”), and Hilltop Securities, Inc. (the
“Underwriter”), the undersigned certify that they are familiar with the facts herein certified and
are authorized and qualified to certify the same as authorized officers or representatives of
Dublin Crossing, LLC, a Delaware limited liability company (the “Developer”), and the
undersigned, on behalf of the Developer, further certify, represent, warrant, and covenant to the
City, the District and the Underwriter as of the date hereof that:
1. The Developer is duly organized and validly existing under the laws of the State
of Delaware, is qualified to transact business in the State of California, and has all requisite right,
power, and authority to execute and deliver this Certificate of Dublin Crossing, LLC (the
“Certificate”) and the Developer Continuing Disclosure Agreement to be executed by the
Developer (the “Continuing Disclosure Agreement”).
2. The Developer makes the representations in this Certificate with respect to certain
property within Improvement Area No. 3 of the District held in the name of the Developer, as
described in the Preliminary Official Statement (herein, the “Property”). .
3. The Developer has duly authorized the execution and delivery at the
Closing of the Continuing Disclosure Agreement.
4. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned,1 the Developer and its Affiliates2 have not violated any
1 As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” means the knowledge that the individuals
signing on behalf of the Developer currently have as of the date of this Certificate or have obtained through (i) interviews with
such current officers and responsible employees of the Developer and its Affiliates as the undersigned have determined are
reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate,
and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned have reasonably
deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned have not
conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in
connection with the ordinary course of the Developer’s current business and operations. Individuals who are no longer
employees of the Developer and its Affiliates have not been contacted.
2 “Affiliate” means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more
intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom
Attachment 3
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applicable law or administrative regulation of the State of California or the United States of
America, or any agency or instrumentality of either, which violation could reasonably be
expected to materially and adversely affect the Developer’s ability to pay Special Taxes due with
respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.
5. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned (a) the Developer and its Affiliates are not in breach of or in
default under any applicable judgment or decree or any loan agreement, option agreement,
development agreement, indenture, bond or note (collectively, the “Material Agreements”) to
which the Developer or its Affiliates are a party or otherwise subject, which breach or default
could reasonably be expected to materially and adversely affect the Developer’s ability to
develop the Property as described in the Preliminary Official Statement or the Developer’s
ability to pay Special Taxes due with respect to the Property (to the extent the responsibility of
the Developer) prior to delinquency, and (b) no event has occurred and is continuing that with
the passage of time or giving of notice, or both, would constitute such a breach or default.
6. Except as described in the Preliminary Official Statement, there is no material
indebtedness of the Developer or its Affiliates that is secured by an interest in the Property. To
the Actual Knowledge of the Undersigned, neither the Developer nor any of its Affiliates is in
default on any obligation to repay borrowed money, which default is reasonably likely to
materially and adversely affect the Developer’s ability to develop the Property as described in
the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property
(to the extent the responsibility of the Developer) prior to delinquency.
7. Except as set forth in the Preliminary Official Statement, no action, suit,
proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory
agency, public board or body is pending against the Developer (with proper service of process to
the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is
pending against any current Affiliate (with proper service of process to such Affiliate having
been accomplished) or, to the Actual Knowledge of the Undersigned, is threatened in writing
against the Developer or any such Affiliate which if successful, is reasonably likely to materially
and adversely affect the Developer’s ability to develop the Property as described in the
Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to
the extent the responsibility of the Developer) prior to delinquency.
8. As of the date thereof, the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, solely with respect to information contained therein with respect
information, including financial information or operating data, concerning such Person is material to an evaluation of the District
and the Bonds (i.e., information relevant to (a) the Developer’s development plans with respect to its Property, or (b) such
Person’s assets or funds that would materially affect the Developer’s ability to develop its Property as described in the
Preliminary Official Statement. Notwithstanding the foregoing, the following entities shall not be considered Affiliates of the
Developer: Lennar Homes of California, Inc.; Brookfield Bay Area Holdings, LLC; or CalAtlantic Group, Inc.. “Person” means
an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any
unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including
the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
Attachment 3
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to the Developer, its Affiliates, ownership of the Property, the Developer’s development plan,
the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of
the Developer or any Affiliates as set forth under the captions “THE DUBLIN CROSSING
PROJECT” (other than under the captions “—Groundwater Testing Required by SFRWQCB”
and other than any information found on the geotracker website referenced in the caption “—
Homebuyer Disclosure Statement,” for which no certification is provided), and “—Market
Pricing and Absorption Analysis” for which no certification is provided), “IMPROVEMENT
AREA NO. 3—Formation of the District,” “—Location and Description of Improvement Area
No. 3 and the Immediate Area,” “—Improvement Area No. 3 Ownership,” “—Tract Map
Status,” “—The Merchant Builders,” “—Financing Plan – Developer,” and “OWNERSHIP OF
PROPERTY WITHIN IMPROVEMENT AREA NO. 3” (other than under the caption “—
Brookfield BAH,” and “—CalAtlantic,” and “CONTINUING DISCLOSURE — “Dublin
Crossing,” (but in all cases under all captions excluding therefrom (i) information regarding the
Appraisal, market value ratios, and annual special tax ratios, and (ii) information which is
identified as having been provided by a source other than the Developer), is true and correct in
all material respects and did not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
9. The Developer covenants that, while the Bonds or any refunding obligations
related thereto are outstanding, the Developer and its Affiliates that it controls will not bring any
action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory
agency, public board or body, that in any way seeks to challenge or overturn the formation of the
District, to challenge the adoption of the ordinance of the City levying Special Taxes within the
District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or
to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways
Code. The foregoing covenant shall not prevent the Developer in any way from bringing any
action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory
agency, public board or body, including, without limitation, (a) contending that the Special Tax
has not been levied in accordance with the methodologies contained in the Rate and Method of
Apportionment of Special Taxes for Improvement Area No. 3 (or any other improvement area in
the District) pursuant to which the Special Taxes are levied, (b) with respect to the application or
use of the Special Taxes levied and collected, or (c) to enforce the obligations of the City and/or
the District under the City Documents, or any other agreements among the Developer and its
Affiliates, the City, and/or the District or to which the Developer or its Affiliates is a beneficiary.
10. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, the Developer is not aware that any other public debt secured by
a tax or assessment on the property in Improvement Area No. 3 exists or is in the process of
being authorized or any assessment districts or community facilities districts have been or are in
the process of being formed that include any portion of the Property.
11. The Developer has been developing or has been involved in the development of
numerous projects over an extended period of time. It is likely that the Developer and some of
its Affiliates have been delinquent at one time or another in the payment of ad valorem property
taxes, special assessments or special taxes. To the Actual Knowledge of the Undersigned, in the
last five years, neither the Developer nor any of its Affiliates have been delinquent to any
Attachment 3
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material extent in the payment of any ad valorem property tax, special assessment or special tax
on property owned by the Developer or any current Affiliate during the period of their ownership
included within the boundaries of a community facilities district or an assessment district within
California that (a) caused a draw on a reserve fund relating to such assessment district or
community facilities district financing or (b) resulted in a judicial foreclosure action being
commenced against the Developer or any such Affiliate in a court of law.
12. The Developer consents to the issuance of the Bonds. The Developer
acknowledges and agrees that the proceeds of the Bonds will be used as described in the
Preliminary Official Statement.
13. The Developer intends to comply with the provision of the Mello-Roos
Community Facilities District Act of 1982, as amended, relating to the Notice of Special Tax
described in Government Code Section 53341.5 in connection with the sale of the Property, or
portions thereof.
14. To the Actual Knowledge of the Undersigned, the Developer is able to pay its
bills as they become due and no legal proceedings are pending against the Developer (with
proper service of process to the Developer having been accomplished) or, to the Actual
Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated
as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of
time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject
to control or supervision of the Federal Deposit Insurance Corporation.
15. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able
to pay their bills as they become due and no legal proceedings are pending against any Affiliates
of the Developer (with proper service of process to such Affiliate having been accomplished) or
to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the
Developer may be adjudicated as bankrupt or discharged from any or all of their debts or
obligations, or granted an extension of time to pay their debts or obligations, or be allowed to
reorganize or readjust their debts or obligations, or be subject to control or supervision of the
Federal Deposit Insurance Corporation.
16. Solely as to the limited information described in the sections of the Preliminary
Official Statement indicated in Paragraph 8 above (and subject to all limitations set forth in
Paragraph 8), the Developer agrees to indemnify and hold harmless, to the extent permitted by
law, the City, the District, the Underwriter, and their officials and employees, and each Person, if
any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of
1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an
“Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several,
to which such Indemnified Party may become subject under any statute or at law or in equity and
shall reimburse any such Indemnified Party for any reasonable legal or other expense reasonably
incurred by it in connection with investigating any such claim against it and defending any such
action, insofar as and solely to the extent that such losses, claims, damages, liabilities or actions,
or legal or other expenses arise out of or are based upon any untrue statement by the Developer
of a material fact contained in the above referenced information in the Preliminary Official
Statement, as of its date, or the omission by the Developer to state in the Preliminary Official
Attachment 3
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Statement, as of its date, a material fact necessary to make the statements made by the Developer
contained therein, in light of the circumstances under which they were made not misleading.
This indemnity provision shall not be construed as a limitation on any other liability which the
Developer may otherwise have to any Indemnified Party, provided that in no event shall the
Developer be obligated for double indemnification, or for the negligence or willful misconduct
of an Indemnified Party.
If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Indemnified Party in respect of which
indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall
promptly notify the Developer in writing; provided that the failure to notify the Developer shall
not relieve it from any liability that it may have hereunder except to the extent that it has been
materially prejudiced by such failure; and provided, further, that the failure to notify the
Developer shall not relieve it from any liability that it may have to an Indemnified Party
otherwise than under the above paragraph unless such liability was also conditioned upon such
notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it
shall have notified the Developer thereof, the Developer shall retain counsel reasonably
satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in
such proceeding and shall pay the fees and expenses of such counsel related to such proceeding,
as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the
contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded
that there may be legal defenses available to it that are different from or in addition to those
available to the Developer such that a material conflict of interest exists for such counsel; or (iv)
the named parties in any such proceeding (including any impleaded parties) include both the
Developer and the Indemnified Party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interest between them. It is
understood and agreed that the Developer shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees
and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any
such separate firm shall be designated in writing by such Indemnified Parties. The Developer
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees
to indemnify each Indemnified Party from and against any loss or liability by reason of such
settlement or judgment as set forth above. If the Developer shall, after receiving notice of the
indemnification obligation of the Developer and within a period of time necessary to preserve
any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for
that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but
not the obligation, to undertake the defense of, and to compromise or settle the claim or other
matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not,
without the written consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is a party and indemnification
could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes
an unconditional release of such Indemnified Party, in form and substance reasonably
Attachment 3
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satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of
such proceeding and (y) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Party.
17. If between the date hereof and the Closing Date any event relating to or affecting
the Developer, its Affiliates, ownership of the Property, the Developer’s development plan, the
Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the
Developer or any Affiliates shall occur of which the undersigned have actual knowledge and
which the undersigned believe would cause the information under the sections of the Preliminary
Official Statement indicated in Paragraph 8 hereof, to contain an untrue statement of a material
fact or to omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the undersigned shall notify the City
and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event
requires the preparation and publication of a supplement or amendment to the Preliminary
Official Statement, the Developer shall reasonably cooperate with the City in the preparation of
an amendment or supplement to the Preliminary Official Statement in form and substance
reasonably satisfactory to counsel to the City and to the Underwriter.
18. On behalf of the Developer, the undersigned have reviewed the contents of this
Certificate and have met with counsel to the Developer for the purpose of discussing the
meaning of its contents.
[The remainder of this page is intentionally left blank]
Attachment 3
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Capitalized terms not defined in this Certificate shall have the meanings given
such terms in the Purchase Contract.
The undersigned have executed this Certificate solely in their capacity as
authorized representatives of Developer and they will have no personal liability arising from or
relating to this Certificate. Any liability arising from or relating to this Certificate may only be
asserted against the Developer.
DUBLIN CROSSING, LLC,
a Delaware limited liability company
By: BrookCal Dublin LLC,
a Delaware limited liability company
Its: Member
By: __________________________
Name: ________________________
Title: _________________________
By: __________________________
Name: ________________________
Title: _________________________
By: SPIC Dublin LLC,
a Delaware limited liability company
Its: Member
By: Standard Pacific Investment Corp.,
a Delaware corporation
Its: Member
By: _______________________
Name: _____________________
Title: ______________________
By: _______________________
Name: _____________________
Title: ______________________
Attachment 3
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C-1
EXHIBIT C
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
CERTIFICATE OF BROOKFIELD BAY AREA HOLDINGS LLC
Dated: ___________, 2021
In connection with the issuance and sale of the above-captioned bonds (the
“Bonds”), and pursuant to the Purchase Contract (the “Purchase Contract”) to be executed by
and between City of Dublin (the “City”), for and on behalf of the City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) (the “District”), and Hilltop Securities, Inc. (the
“Underwriter”), the undersigned certify that they are familiar with the facts herein certified and
are authorized and qualified to certify the same as authorized officers or representatives of
Brookfield Bay Area Holdings LLC, a Delaware limited liability company (the “Developer”),
and the undersigned, on behalf of the Developer, further certify, represent, warrant, and covenant
to the City, the District and the Underwriter as of the date hereof that:
1. The Developer is duly organized and validly existing under the laws of the
State of Delaware, is qualified to transact business in the State of California, and has all requisite
right, power, and authority to execute and deliver this Certificate of Brookfield Bay Area
Holdings LLC (the “Certificate”) and the Developer Continuing Disclosure Agreement to be
executed by the Developer (the “Continuing Disclosure Agreement”).
2. The Developer makes the representations in this Certificate with respect to
certain property within Improvement Area No. 3 of the District held in the name of the
Developer, as described in the Preliminary Official Statement (herein, the “Property”). Except
as otherwise described in the Preliminary Official Statement, the Developer is and, as of the date
of this Certificate, expects to remain, the party responsible for the construction and sale of homes
within its respective portion of the Property.
3. The Developer has duly authorized the execution and delivery at the
Closing of the Continuing Disclosure Agreement.
4. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned,1 the Developer and its Affiliates2 have not violated any
1 As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” means the knowledge that the individuals
signing on behalf of the Developer currently have as of the date of this Certificate or have obtained through (i) interviews with
such current officers and responsible employees of the Developer and its Affiliates as the undersigned have determined are
reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate,
and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned have reasonably
deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned have not
conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in
connection with the ordinary course of the Developer’s current business and operations. Individuals who are no longer
employees of the Developer and its Affiliates have not been contacted.
Attachment 3
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C-2
applicable law or administrative regulation of the State of California or the United States of
America, or any agency or instrumentality of either, which violation could reasonably be
expected to materially and adversely affect the Developer’s ability to pay Special Taxes due with
respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.
5. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, (a) the Developer and its Affiliates are not in breach of or in
default under any applicable judgment or decree or any loan agreement, option agreement,
development agreement, indenture, bond or note (collectively, the “Material Agreements”) to
which the Developer and its Affiliates are a party or otherwise subject, which breach or default
could reasonably be expected to materially and adversely affect the Developer’s ability to
complete the development of the Property as described in the Preliminary Official Statement or
to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the
Developer) prior to delinquency and (b) no event has occurred and is continuing that with the
passage of time or giving of notice, or both, would constitute such a breach or default.
6. Except as described in the Preliminary Official Statement, there is no
material indebtedness of the Developer and its Affiliates that is secured by an interest in the
Property. To the Actual Knowledge of the Undersigned, neither the Developer nor any of its
Affiliates is in default on any obligation to repay borrowed money, which default is reasonably
likely to materially and adversely affect the Developer’s ability to develop the Property as
described in the Preliminary Official Statement or to pay the Special Taxes due with respect to
the Property (to the extent the responsibility of the Developer) prior to delinquency.
7. Except as set forth in the Preliminary Official Statement, no action, suit,
proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory
agency, public board or body is pending against the Developer (with proper service of process to
the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is
pending against any current Affiliate (with proper service of process to such Affiliate having
been accomplished) or, to the Actual Knowledge of the Undersigned, is threatened in writing
against the Developer or any such Affiliate which if successful, is reasonably likely to materially
and adversely affect the Developer’s ability to complete the development of the Property as
described in the Preliminary Official Statement or to pay the Special Tax or ad valorem tax
2 “Affiliate” means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more
intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom
information, including financial information or operating data, concerning such Person is material to an evaluation of the District
and the Bonds (i.e., information relevant to (a) the Developer’s development plans with respect to its Property and the payment of
its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency, or (b) such Person’s
assets or funds that would materially affect the Developer’s ability to develop its Property as described in the Preliminary Official
Statement or to pay its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency).
Notwithstanding the foregoing, the following entities shall not be considered Affiliates of the Developer: Dublin Crossing, LLC;
SPIC Dublin LLC; Standard Pacific Investment Corp.; or Lennar Homes of California, Inc. “Person” means an individual, a
corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated
organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms
“controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
Attachment 3
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C-3
obligations on the Property (to the extent the responsibility of the Developer) prior to
delinquency.
8. As of the date thereof, the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, solely with respect to information contained therein with respect
to the Developer, ownership of the Property, the Developer’s development plan, the Developer’s
financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer as
set forth under the captions “IMPROVEMENT AREA NO. 3—Improvement Area No. 3
Ownership,” “—The Development Plan – Mulholland Neighborhood,” and “—Huntington
Neighborhood,” “—Financing Plan — Merchant Builders — Brookfield Merchant Builder
Financing Plan,” “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3
— The Developer, Brookfield, and CalAtlantic — Brookfield BAH,” and “CONTINUING
DISCLOSURE — Brookfield BAH” (but in all cases under all captions excluding therefrom (i)
information regarding Dublin Crossing, LLC, CalAtlantic Group, Inc., or Lennar Homes of
California, Inc. or their property development in the District, (ii) information regarding the
Appraisal, market value ratios, and annual special tax ratios, and (iii) information which is
identified as having been provided by a source other than the Developer), is true and correct in
all material respects and did not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
9. The Developer covenants that, while the Bonds or any refunding
obligations related thereto are outstanding, the Developer and its Affiliates that it controls will
not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any
court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the
formation of the District, to challenge the adoption of the ordinance of the City levying Special
Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds
related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets
and Highways Code. The foregoing covenant shall not prevent the Developer or any Affiliate
prior to delinquency in any way from bringing any action, suit, proceeding, inquiry or
investigation at law or in equity, before any court, regulatory agency, public board or body,
including, without limitation, (a) contending that the Special Tax has not been levied in
accordance with the methodologies contained in the Rate and Method of Apportionment of
Special Taxes for Improvement Area No. 3 pursuant to which the Special Taxes are levied, (b)
with respect to the application or use of the Special Taxes levied and collected, or (c) to enforce
the obligations of the City and/or the District under the City Documents, or any other agreements
among the Developer and its Affiliates, the City, and/or the District or to which the Developer or
its Affiliates is a beneficiary.
10. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, the Developer is not aware that any other public debt secured by
a tax or assessment on the Property exists or is in the process of being authorized or any
assessment districts or community facilities districts have been or are in the process of being
formed that include any portion of the Property.
Attachment 3
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C-4
11. The Developer has been developing or has been involved in the
development of numerous projects over an extended period of time. It is likely that the
Developer and some of its Affiliates have been delinquent at one time or another in the payment
of ad valorem property taxes, special assessments or special taxes. To the Actual Knowledge of
the Undersigned, in the last five years, neither the Developer nor any of its Affiliates have been
delinquent to any material extent in the payment of any ad valorem property tax, special
assessment or special tax on property owned by the Developer or any current Affiliate during the
period of their ownership included within the boundaries of a community facilities district or an
assessment district within California that (a) caused a draw on a reserve fund relating to such
assessment district or community facilities district financing or (b) resulted in a judicial
foreclosure action being commenced against the Developer or any such Affiliate in a court of
law.
12. The Developer consents to the issuance of the Bonds. The Developer
acknowledges and agrees that the proceeds of the Bonds will be used as described in the
Preliminary Official Statement.
13. The Developer intends to comply with the provision of the Mello-Roos
Community Facilities District Act of 1982, as amended, relating to the Notice of Special Tax
described in Government Code Section 53341.5 in connection with the sale of the Property, or
portions thereof.
14. To the Actual Knowledge of the Undersigned, the Developer is able to pay
its bills as they become due and no legal proceedings are pending against the Developer (with
proper service of process to the Developer having been accomplished) or, to the Actual
Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated
as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of
time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject
to control or supervision of the Federal Deposit Insurance Corporation.
15. To the Actual Knowledge of the Undersigned, Affiliates of the Developer
are able to pay their bills as they become due and no legal proceedings are pending against any
Affiliates of the Developer (with proper service of process to such Affiliate having been
accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which
the Affiliates of the Developer may be adjudicated as bankrupt or discharged from any or all of
their debts or obligations, or granted an extension of time to pay their debts or obligations, or be
allowed to reorganize or readjust their debts or obligations, or be subject to control or
supervision of the Federal Deposit Insurance Corporation.
16. Based upon its current development plans, including, without limitation,
its current budget and subject to economic conditions and risks generally inherent in the
development of real property, including, but not limited to, the risks described in the Preliminary
Official Statement under the section entitled “SPECIAL RISK FACTORS,” and except as
disclosed in the Preliminary Official Statement including in the sections entitled
“IMPROVEMENT AREA NO. 3—Improvement Area No. 3 Ownership,” “—The Development
Plan – Mulholland Neighborhood,” and “—Huntington Neighborhood,” “—Financing Plan —
Merchant Builders — Brookfield Merchant Builder Financing Plan,” “OWNERSHIP OF
Attachment 3
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C-5
PROPERTY WITHIN IMPROVEMENT AREA NO. 3 — The Developer, Brookfield,
CalAtlantic — Brookfield BAH,” and “CONTINUING DISCLOSURE — Brookfield BAH,” the
Developer anticipates that the Developer will have sufficient funds to complete the development
of the Property as described in the Preliminary Official Statement and to pay Special Taxes
levied against the Property (to the extent the responsibility of the Developer) prior to
delinquency and does not anticipate that the City or the District will be required to resort to a
draw on the Reserve Fund for payment of principal of or interest on the Bonds due to the
Developer’s nonpayment of Special Taxes. The Developer reserves the right to change its
respective development plan and financing plan for the Property at any time without notice.
17. Solely as to the limited information described in the sections of the Preliminary
Official Statement indicated in Paragraph 8 above (and subject to all limitations set forth in
Paragraph 8), the Developer agrees to indemnify and hold harmless, to the extent permitted by
law, the City, the District, the Underwriter, and their officials and employees, and each Person, if
any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of
1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an
“Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several,
to which such Indemnified Party may become subject under any statute or at law or in equity and
shall reimburse any such Indemnified Party for any reasonable legal or other expense reasonably
incurred by it in connection with investigating any such claim against it and defending any such
action, insofar as and solely to the extent that such losses, claims, damages, liabilities or actions,
or legal or other expenses arise out of or are based upon any untrue statement by the Developer
of a material fact contained in the above referenced information in the Preliminary Official
Statement, as of its date, or the omission by the Developer to state in the Preliminary Official
Statement, as of its date, a material fact necessary to make the statements made by the Developer
contained therein, in light of the circumstances under which they were made not misleading.
This indemnity provision shall not be construed as a limitation on any other liability which the
Developer may otherwise have to any Indemnified Party, provided that in no event shall the
Developer be obligated for double indemnification, or for the negligence or willful misconduct
of an Indemnified Party.
If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Indemnified Party in respect of which
indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall
promptly notify the Developer in writing; provided that the failure to notify the Developer shall
not relieve it from any liability that it may have hereunder except to the extent that it has been
materially prejudiced by such failure; and provided, further, that the failure to notify the
Developer shall not relieve it from any liability that it may have to an Indemnified Party
otherwise than under the above paragraph unless such liability was also conditioned upon such
notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it
shall have notified the Developer thereof, the Developer shall retain counsel reasonably
satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in
such proceeding and shall pay the fees and expenses of such counsel related to such proceeding,
as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the
Attachment 3
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C-6
contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded
that there may be legal defenses available to it that are different from or in addition to those
available to the Developer such that a material conflict of interest exists for such counsel; or (iv)
the named parties in any such proceeding (including any impleaded parties) include both the
Developer and the Indemnified Party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interest between them. It is
understood and agreed that the Developer shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees
and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any
such separate firm shall be designated in writing by such Indemnified Parties. The Developer
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees
to indemnify each Indemnified Party from and against any loss or liability by reason of such
settlement or judgment as set forth above. If the Developer shall, after receiving notice of the
indemnification obligation of the Developer and within a period of time necessary to preserve
any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for
that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but
not the obligation, to undertake the defense of, and to compromise or settle the claim or other
matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not,
without the written consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is a party and indemnification
could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes
an unconditional release of such Indemnified Party, in form and substance reasonably
satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of
such proceeding and (y) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Party.
18. If between the date hereof and the Closing Date any event relating to or
affecting the Developer, ownership of the Property, the Developer’s development plan, the
Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the
Developer shall occur of which the undersigned has actual knowledge and which the
undersigned believes would cause the information under the sections of the Preliminary Official
Statement indicated in Paragraph 8 hereof, to contain an untrue statement of a material fact or to
omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the undersigned shall notify the City
and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event
requires the preparation and publication of a supplement or amendment to the Preliminary
Official Statement, the Developer shall reasonably cooperate with the City in the preparation of
an amendment or supplement to the Preliminary Official Statement in form and substance
reasonably satisfactory to counsel to the City and to the Underwriter.
Attachment 3
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19. On behalf of the Developer, the undersigned have reviewed the contents of
this Certificate and have met with counsel to the Developer for the purpose of discussing the
meaning of its contents.
Capitalized terms not defined in this Certificate shall have the meanings given
such terms in the Purchase Contract.
The undersigned have executed this Certificate solely in their capacity as
authorized representatives of Developer and they will have no personal liability arising from or
relating to this Certificate. Any liability arising from or relating to this Certificate may only be
asserted against the Developer.
BROOKFIELD BAY AREA HOLDINGS, LLC,
A Delaware limited liability company
By: __________________________________
Name: __________________________________
Title: ___________________________________
By: ____________________________________
Name: __________________________________
Title: ___________________________________
Attachment 3
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D-1
EXHIBIT D
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
CERTIFICATE OF CALATLANTIC GROUP, INC.
Dated: ___________, 2021
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”),
and pursuant to the Purchase Contract (the “Purchase Contract”) to be executed by and
between City of Dublin (the “City”), for and on behalf of the City of Dublin Community
Facilities District No. 2015-1 (Dublin Crossing) (the “District”), and Hilltop Securities, Inc. (the
“Underwriter”), the undersigned certifies that he or she is familiar with the facts herein certified
and is authorized and qualified to certify the same as an authorized officer or representative of
CalAtlantic Group, Inc., a Developer corporation (the “Developer”), and the undersigned, on
behalf of the Developer, further certifies, represents, warrants, and covenants to the City, the
District and the Underwriter as of the date hereof that:
1. The Developer is duly organized and validly existing under the laws of the State
of Delaware, and has all requisite corporate right, power, and authority: (i) to execute and deliver
this Certificate of CalAtlantic Group, Inc. (the “Certificate”) and the Continuing Disclosure
Agreement to be executed by the Developer (the “Continuing Disclosure Agreement”).
2. The Developer makes the representations in this Certificate with respect to
certain property within Improvement Area No. 3 of the District held in the name of the
Developer, as described in the Preliminary Official Statement (the “Property”). Except as
otherwise described in the Preliminary Official Statement, the Developer is and, as of the date of
this Certificate, expects to remain, the party responsible for the construction and sales of homes
within the Property.
3. The Developer has or will have duly authorized prior to the Closing, the execution
and delivery at the Closing of the Continuing Disclosure Agreement. Except as disclosed in the
Preliminary Official Statement, to the Actual Knowledge of the Undersigned,1 the Developer has
not materially failed during the past five years to comply in any material respect with any
previous undertaking by it to provide periodic continuing disclosure reports or notices of
1 As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” means the knowledge that the individual
signing on behalf of the Developer currently has as of the date of this Certificate or has obtained through (i) interviews with such
current officers and responsible employees of the Developer and its Affiliates as the undersigned has determined are reasonably
likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii)
review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed
necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted
any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with
the ordinary course of the Developer’s current business and operations. Individuals who are no longer employees of the
Developer and its Affiliates have not been contacted.
Attachment 3
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material events with respect to any community facilities districts or assessment districts in
California.
4. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, the Developer and its Affiliates2 have not violated any
applicable law or administrative regulation of the State of California or the United States of
America, or any agency or instrumentality of either, which violation could reasonably be
expected to materially and adversely affect the Developer’s ability to pay Special Taxes due with
respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.
5. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, (a) the Developer and its Affiliates are not in breach of or in
default under any applicable judgment or decree or any loan agreement, option agreement,
development agreement, indenture, bond or note (collectively, the “Material Agreements”) to
which the Developer and its Affiliates are a party or otherwise subject, which breach or default
could reasonably be expected to materially and adversely affect the Developer’s ability to
complete the development of the Property as described in the Preliminary Official Statement or
to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the
Developer) prior to delinquency and (b) no event has occurred and is continuing that with the
passage of time or giving of notice, or both, would constitute such a breach or default.
6. Except as described in the Preliminary Official Statement, there is no material
indebtedness of the Developer and its Affiliates that is secured by an interest in the Property. To
the Actual Knowledge of the Undersigned, neither the Developer nor any of its Affiliates is in
default on any obligation to repay borrowed money, which default is reasonably likely to
materially and adversely affect the Developer’s ability to complete the development of the
Property as described in the Preliminary Official Statement or to pay its Special Taxes due with
respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.
7. Except as set forth in the Preliminary Official Statement, no action, suit,
proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory
agency, public board or body is pending against the Developer (with proper service of process to
the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is
2 “Affiliate” means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more
intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom
information, including financial information or operating data, concerning such Person is material to an evaluation of the District
and the Bonds (i.e., information relevant to (a) the Developer’s development plans with respect to its Property and the payment of
its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency, (b) such Person’s assets
or funds that would materially affect the Developer’s ability to develop its Property as described in the Preliminary Official
Statement or to pay its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency) or
(c) Such Person’s compliance with continuing disclosure undertakings under Rule 15c2-12 that would materially affect the
Developer’s ability to comply with its obligations under the Continuing Disclosure Agreement. “Person” means an individual, a
corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated
organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms
“controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Notwithstanding the foregoing, the following entities shall not be considered Affiliates of the Developer:
Dublin Crossing, LLC; Brookfield Bay Area Holdings, LLC; Brookfield Hyde Park LLC; or Brookfield Broadway LLC.
Attachment 3
733
D-3
pending against any current Affiliate (with proper service of process to such Affiliate having
been accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing
against the Developer or any such Affiliate which if successful, is reasonably likely to materially
and adversely affect the Developer’s ability to complete the development of the Property as
described in the Preliminary Official Statement or to pay the Special Tax or ad valorem tax
obligations on the Property (to the extent the responsibility of the Developer) prior to
delinquency.
8. As of the date thereof, the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, solely with respect to information contained therein with respect
to the Developer, ownership of the Property, the Developer’s development plan, the Developer’s
financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer as
set forth under the captions “THE DUBLIN CROSSING PROJECT” (other than under the
captions “—Groundwater Testing Required by SFRWQCB” and other than any information
found on the geotracker website referenced in the caption “—Homebuyer Disclosure Statement,”
for which no certification is provided) “—The Development Plan – Downing Neighborhood,”
“—Financing Plan – Merchant Builders – CalAtlantic Financing Plan,” “OWNERSHIP OF
PROPERTY WITHIN IMPROVEMENT AREA NO. 3” (other than under the captions “–
Developer,” “– BrookCal,” and “– Brookfield BAH), and “CONTINUING DISCLOSURE –
“CalAtlantic”; (but in all cases under all captions excluding therefrom (i) information about
Dublin Crossing, LLC, Brookfield Bay Area Holdings, LLC, or the property development in the
District of any of the foregoing entities, (ii) information regarding the Appraisal, market value
ratios, and annual special tax ratios, and (iii) information which is identified as having been
provided by a source other than the Developer), is true and correct in all material respects and
did not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
9. The Developer covenants that, while the Bonds or any refunding obligations
related thereto are outstanding, the Developer and its Affiliates that it controls will not bring any
action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory
agency, public board or body, that in any way seeks to challenge or overturn the formation of the
District, to challenge the adoption of the ordinance of the City levying Special Taxes within the
District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or
to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways
Code. The foregoing covenant shall not prevent the Developer or any Affiliate in any way from
bringing any action, suit, proceeding, inquiry or investigation at law or in equity, before any
court, regulatory agency, public board or body, including, without limitation, (a) contending that
the Special Tax has not been levied in accordance with the methodologies contained in the Rate
and Method of Apportionment of Special Taxes for Improvement Area No. 3 pursuant to which
the Special Taxes are levied, (b) with respect to the application or use of the Special Taxes levied
and collected, or (c) to enforce the obligations of the City and/or the District under the City
Documents, or any other agreements among the Developer and its Affiliates, the City, and/or the
District or to which the Developer or its Affiliates is a beneficiary.
10. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, the Developer is not aware that any other public debt secured by
Attachment 3
734
D-4
a tax or assessment on the Property exists or is in the process of being authorized or any
assessment districts or community facilities districts have been or are in the process of being
formed that include any portion of the Property.
11. The Developer has been developing or has been involved in the development of
numerous projects over an extended period of time. It is likely that the Developer and some of
its Affiliates have been delinquent at one time or another in the payment of ad valorem property
taxes, special assessments or special taxes. To the Actual Knowledge of the Undersigned, in the
last five years, neither the Developer nor any of its Affiliates have been delinquent to any
material extent in the payment of any ad valorem property tax, special assessment or special tax
on property owned by the Developer or any current Affiliate during the period of their ownership
included within the boundaries of a community facilities district or an assessment district within
California that (a) caused a draw on a reserve fund relating to such assessment district or
community facilities district financing or (b) resulted in a judicial foreclosure action being
commenced against the Developer or any such Affiliate.
12. The Developer consents to the issuance of the Bonds. The Developer
acknowledges and agrees that the proceeds of the Bonds will be used as described in the
Preliminary Official Statement.
13. The Developer intends to comply with the provision of the Mello-Roos
Community Facilities District Act of 1982, as amended, relating to the Notice of Special Tax
described in Government Code Section 53341.5 in connection with the sale of the Property, or
portions thereof.
14. To the Actual Knowledge of the Undersigned, the Developer is able to pay its
bills as they become due and no legal proceedings are pending against the Developer (with
proper service of process to the Developer having been accomplished) or, to the Actual
Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated
as bankrupt or discharged from any and all of their debts or obligations, or granted an extension
of time to pay their debts or obligations, or be allowed to reorganize or readjust their debts, or be
subject to control or supervision of the Federal Deposit Insurance Corporation.
15. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able
to pay their bills as they become due and no legal proceedings are pending against any Affiliates
of the Developer (with proper service of process to such Affiliate having been accomplished) or
to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the
Developer may be adjudicated as bankrupt or discharged from any or all of their debts or
obligations, or granted an extension of time to pay their debts or obligations, or be allowed to
reorganize or readjust their debts or obligations, or be subject to control or supervision of the
Federal Deposit Insurance Corporation.
16. Based upon its current development plans, including, without limitation, its
current budget and subject to economic conditions and risks generally inherent in the
development of real property, including, but not limited to, the risks described in the Preliminary
Official Statement under the section entitled “SPECIAL RISK FACTORS,” and except as
disclosed in the Preliminary Official Statement including in the sections entitled “THE DUBLIN
Attachment 3
735
D-5
CROSSING PROJECT” (other than under the captions “—Groundwater Testing Required by
SFRWQCB” and other than any information found on the geotracker website referenced in the
caption “—Homebuyer Disclosure Statement,” for which no certification is provided) “—The
Development Plan – Downing Neighborhood,” “—Financing Plan – Merchant Builders –
CalAtlantic Financing Plan,” “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT
AREA NO. 3” (other than under the captions “– Developer,” “– BrookCal,” and “– Brookfield
BAH), and “CONTINUING DISCLOSURE – “CalAtlantic,” the Developer anticipates that the
Developer will have sufficient funds to complete the development of the Property as described in
the Preliminary Official Statement and to pay Special Taxes levied against the Property (to the
extent the responsibility of the Developer) prior to delinquency and does not anticipate that the
City or the District will be required to resort to a draw on the Reserve Fund for payment of
principal of or interest on the Bonds due to the Developer’s nonpayment of Special Taxes. The
Developer reserves the right to change its development plan and financing plan for the Property
at any time without notice.]
17. Solely as to the limited information described in the sections of the Preliminary
Official Statement indicated in Paragraph 8 above (i.e. “IMPROVEMENT AREA NO. 3—
Improvement Area No. 3 Ownership,” “ – Groundwater Testing Required by SFRWQCB –
Current Status of Home Marketing” (other than any information found on the geotracker website
referenced therein, for which no certification is provided), “—The Development Plan – Downing
Neighborhood,” “—Financing Plan – Merchant Builders – Lennar Merchant Builders Financing
Plan,” “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3” (other than
under the captions “– Developer,” and “– BrookCal”), and “CONTINUING DISCLOSURE –
Prior Disclosure Compliance by CalAtlantic”) concerning the Developer, ownership of the
Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s
lenders, if any, and contractual arrangements of the Developer, including the Developer’s prior
continuing disclosure compliance (and subject to all limitations set forth in Paragraph 8),] the
Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the
District, the Underwriter, and their officials and employees, and each Person, if any, who
controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as
amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an
“Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several,
to which such Indemnified Party may become subject under any statute or at law or in equity and
shall reimburse any such Indemnified Party for any reasonable legal or other expense reasonably
incurred by it in connection with investigating any such claim against it and defending any such
action, insofar as and solely to the extent that such losses, claims, damages, liabilities or actions,
or legal or other expenses arise out of or are based upon any untrue statement by the Developer
of a material fact contained in the above referenced information in the Preliminary Official
Statement, as of its date, or the omission by the Developer to state in the Preliminary Official
Statement, as of its date, a material fact necessary to make the statements made by the Developer
contained therein, in light of the circumstances under which they were made not misleading.
This indemnity provision shall not be construed as a limitation on any other liability which the
Developer may otherwise have to any Indemnified Party, provided that in no event shall the
Developer be obligated for double indemnification, or for the negligence or willful misconduct
of an Indemnified Party.
Attachment 3
736
D-6
If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Indemnified Party in respect of which
indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall
promptly notify the Developer in writing; provided that the failure to notify the Developer shall
not relieve it from any liability that it may have hereunder except to the extent that it has been
materially prejudiced by such failure; and provided, further, that the failure to notify the
Developer shall not relieve it from any liability that it may have to an Indemnified Party
otherwise than under the above paragraph unless such liability was also conditioned upon such
notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it
shall have notified the Developer thereof, the Developer shall retain counsel reasonably
satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in
such proceeding and shall pay the fees and expenses of such counsel related to such proceeding,
as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the
contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded
that there may be legal defenses available to it that are different from or in addition to those
available to the Developer such that a material conflict of interest exists for such counsel; or (iv)
the named parties in any such proceeding (including any impleaded parties) include both the
Developer and the Indemnified Party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interest between them. It is
understood and agreed that the Developer shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees
and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any
such separate firm shall be designated in writing by such Indemnified Parties. The Developer
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees
to indemnify each Indemnified Party from and against any loss or liability by reason of such
settlement or judgment as set forth above. If the Developer shall, after receiving notice of the
indemnification obligation of the Developer and within a period of time necessary to preserve
any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for
that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but
not the obligation, to undertake the defense of, and to compromise or settle the claim or other
matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not,
without the written consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is a party and indemnification
could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes
an unconditional release of such Indemnified Party, in form and substance reasonably
satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of
such proceeding and (y) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Party.
18. If between the date hereof and the Closing Date any event relating to or affecting
Developer, ownership of the Property, the Developer’s development plan, the Developer’s
financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer
Attachment 3
737
D-7
shall occur of which the undersigned has actual knowledge and which the undersigned believes
would cause the information under the sections of the Preliminary Official Statement indicated in
Paragraph 8 hereof, to contain an untrue statement of a material fact or to omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, the undersigned shall notify the City and the Underwriter and if in
the opinion of counsel to the City or the Underwriter such event requires the preparation and
publication of a supplement or amendment to the Preliminary Official Statement, the Developer
shall reasonably cooperate with the City in the preparation of an amendment or supplement to
the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to
the City and to the Underwriter.
19. [For the Closing Certificate] For the period through 25 days after the “end of the
underwriting period” (which, for the purposes of this provision, shall be the Closing Date unless
the Underwriter on or prior to the Closing provides written notice to the contrary to the
Developer), if any event relating to or affecting the Developer, its Affiliates, ownership of the
Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s
lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if
material to the Developer’s development plan or the Developer’s financing plan, other loans of
such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter
or counsel to the City, to amend or supplement the Official Statement in order to make the
Official Statement not misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, the Developer shall reasonably cooperate with the City and the
Underwriter in the preparation of an amendment or supplement to the Official Statement in form
and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will
amend or supplement the Official Statement so that it will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances existing at the time the Official Statement is delivered to a
purchaser, not misleading.
20. On behalf of the Developer, the undersigned has reviewed the contents of this
Certificate and has met with counsel to the Developer for the purpose of discussing the meaning
of its contents.
[The remainder of this page is intentionally left blank]
Attachment 3
738
D-8
The undersigned has executed this Certificate solely in his or her capacity as an
authorized officer or representative of Developer and the undersigned will have no personal
liability arising from or relating to this Certificate. Any liability arising from or relating to this
Certificate may only be asserted against the Developer.
CALATLANTIC GROUP, INC.,
A Delaware corporation
By:
Name: __________________________________
Title: ___________________________________
Attachment 3
739
Jones Hall Draft July 1, 2021
PRELIMINARY OFFICIAL STATEMENT DATED JULY __, 2021
NEW ISSUE-FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to
certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax
purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. In the further opinion of
Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS.”
$26,000,000*
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1
(DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
Dated: Date of Delivery Due: September 1, as shown below
The bonds captioned above (the “Bonds”), are being issued by the City of Dublin (the “City”) by and through its Community
Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3 (the “District” and “Improvement Area No. 3”, respectively). The
Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being
California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to a Fiscal Agent Agreement dated as of August 1,
2021 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”).
The Bonds are issued to (i) construct and acquire certain public facilities and/or finance the payment of fees for capital improvements,
(ii)provide for the establishment of a reserve fund, (iii) provide capitalized interest on a portion of the Bonds through and including
September 1, 2022, and (iv) pay the costs of issuance of the Bonds. Interest on the Bonds is payable on March 1 and September 1 of each
year, commencing March 1, 2022.
The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust
Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-
entry system maintained by DTC. See “APPENDIX H – BOOK-ENTRY SYSTEM.”
The Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) consisting primarily of special
taxes to be levied by the City on real property within the boundaries of Improvement Area No. 3, and from amounts held in certain funds
under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness
of the owners of the parcels within Improvement Area No. 3. In the event of delinquency, proceedings may be conducted only
against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the
Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the Bonds and
the interest thereon as a result of any delinquent Special Taxes, the City will establish a Reserve Fund from proceeds of the Bonds, as
described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Taxable property in Improvement Area No. 3 within the District comprises approximately 8.9 net acres northeast of the center of
the City currently planned for 287 single family units (77 detached and 210 attached) subject to the Special Tax. Most of the property in
Improvement Area No. 3 is currently owned by the master developer or merchant homebuilders; however, some initial sales to homeowners
have recently closed. Although being constructed as part of a larger development project currently marketed as “Boulevard,” the Bonds are
only secured by the land in Improvement Area No. 3. See “IMPROVEMENT AREA NO. 3.”
The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS –
Redemption.”
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF ALAMEDA, THE STATE OF
CALIFORNIA NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO
NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION.
THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL
RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.
This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the Bonds.
Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment
decision. See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the
other matters and risk factors set forth herein, in evaluating the investment quality of the Bonds.
The Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law
Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed on by Jones Hall, a Professional Law
Corporation, San Francisco, California, as Disclosure Counsel. Certain legal matters will be passed upon for the City by Meyers Nave
Riback Silver & Wilson, PLC, as the City Attorney. Rossi A. Russell, Esq., Los Angeles, California is serving as Underwriter’s counsel, and
Holland & Knight LLP, San Francisco, California, is serving as counsel to Dublin Crossing, LLC. It is anticipated that the Bonds, in book-
entry form, will be available for delivery through the facilities of DTC on or about August 18, 2021.
[Hilltop logo]
The date of this Official Statement is __________, 2021.
_________________
*Preliminary; subject to change.
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Attachment 4
740
MATURITY SCHEDULE
$___________
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1
(DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
Maturity Date
(September 1)
Principal
Amount
Interest
Rate
Price or
Yield
CUSIP†
(____)
$___________ _______% Term Bond Due September 1, 20__ Price: _______% CUSIP: _______
$___________ _______% Term Bond Due September 1, 20__ Price: _______% CUSIP: _______
__________
† CUSIP Copyright 2021, CUSIP Global Services, and a registered trademark of American Bankers Association.
CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of American Bankers
Association by S&P Global Services, managed by Standard & Poor’s Capital IQ. Neither the City nor the
Underwriter takes any responsibility for the accuracy of the CUSIP data.
Attachment 4
741
CITY OF DUBLIN, CALIFORNIA
City Council
Melissa Hernandez, Mayor
Shawn Kumagai, Vice Mayor
Sherry Hu, Councilmember
Jean Josey, Councilmember
Michael McCorriston, Councilmember
City Staff
Linda Smith, City Manager
Colleen Tribby, Assistant City Manager
Lisa Hisatomi, Director of Finance & Administrative Services
Marsha Moore, MMC, City Clerk
____________________________
SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.
San Francisco, California
Special Tax Consultant
Goodwin Consulting Group, Inc.
Sacramento, California
Appraiser
Integra Realty Resources
San Francisco, California
Pricing and Absorption Consultant
RCLCO Real Estate Consulting
Los Angeles, California
Fiscal Agent
U.S. Bank National Association
San Francisco, California
Attachment 4
742
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the sale of the
Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements
contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or
not expressly so described herein, are intended solely as such and are not to be construed as a
representation of facts.
Estimates and Forecasts. When used in this Official Statement and in any continuing
disclosure by the District or the City, in any press release and in any oral statement made with the
approval of an authorized officer of the District or the City, the words or phrases “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar
expressions may identify “forward looking statements.” Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those contemplated in such forward-
looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to
develop the forecasts will not be realized and unanticipated events and circumstances may occur.
Therefore, there are likely to be differences between forecasts and actual results, and those differences
may be material. The information and expressions of opinion herein are subject to change without notice,
and neither the delivery of this Official Statement nor any sale made hereunder shall, under any
circumstances, give rise to any implication that there has been no change in the affairs of the District or
the City since the date hereof.
Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the
City or the Underwriter to give any information or to make any representations other than those contained
herein and, if given or made, such other information or representation must not be relied upon as having
been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in
which it is unlawful for such person to make such an offer, solicitation or sale.
Involvement of Underwriter. The Underwriter has reviewed the information in this Official
Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities
laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee
the accuracy or completeness of such information. The information and expressions of opinions herein
are subject to change without notice and neither delivery of this Official Statement nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in the
affairs of the City or the District since the date hereof. All summaries of the Fiscal Agent Agreement or
other documents referred to in this Official Statement, are made subject to the provisions of such
documents, respectively, and do not purport to be complete statements of any or all of such provisions.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE
UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, INSTITUTIONAL
INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON
THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME
TO TIME BY THE UNDERWRITER.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS
CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE.
The City maintains an Internet website, but the information on that website is not incorporated in
this Official Statement.
Attachment 4
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i
TABLE OF CONTENTS
INTRODUCTION ............................................... 1
THE BONDS ..................................................... 7
Authority for Issuance .................................... 7
Description of the Bonds ............................... 7
Redemption* .................................................. 9
Transfer or Exchange of Bonds ................... 11
SOURCES AND USES OF FUNDS ................ 12
SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS ....................................... 13
Pledge of Special Tax Revenues and
Other Amounts ........................................ 13
Special Taxes .............................................. 14
Special Tax Methodology ............................ 15
Levy of Annual Special Tax; Annual
Maximum Special Tax ............................. 15
Special Tax Fund ......................................... 16
Administrative Expense Fund ...................... 18
Reserve Fund .............................................. 18
Improvement Fund ...................................... 19
Delinquent Payments of Special Tax;
Covenant for Superior Court
Foreclosure ............................................. 20
Additional Bonds .......................................... 21
DEBT SERVICE SCHEDULE ......................... 23
THE DUBLIN CROSSING PROJECT ............. 24
Dublin Crossing Specific Plan ..................... 24
Acquisition Agreement ................................. 29
Groundwater Testing Required by
SFRWQCB .............................................. 30
Market Pricing and Absorption Analysis ...... 34
IMPROVEMENT AREA NO. 3 ........................ 34
Formation of the District .............................. 34
Location and Description of Improvement
Area No. 3 and the Immediate Area ........ 35
Improvement Area No. 3 Ownership ........... 39
Tract Map Status ......................................... 39
Dublin Crossing, LLC ................................... 39
The Merchant Builders ................................ 41
The Development Plan ................................ 41
Financing Plann – Developer ...................... 43
Financing Plan – Merchant Builders ............ 44
OWNERSHIP OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 3 ..................... 46
The Developer, Brookfield, and CalAtlantic . 46
APPRAISED VALUE OF PROPERTY
WITHIN IMPROVEMENT AREA NO. 3 ....... 48
The Appraisal ............................................... 48
Value by Ownership and Neighborhood ...... 51
Value to Special Tax Burden Ratios ............ 52
Overlapping Liens and Priority of Lien ......... 53
Estimated Tax Burden ................................. 54
SPECIAL RISK FACTORS .............................. 55
Limited Obligation of the City to Pay Debt
Service ..................................................... 55
Special Tax Not a Personal Obligation ........ 55
Concentration of Ownership ........................ 55
Levy and Collection of the Special Tax ........ 56
Insufficiency of Special Taxes ..................... 57
Appraised Values ......................................... 58
Value-to-Lien Ratios .................................... 58
Exempt Properties ....................................... 59
Property Values and Property
Development ........................................... 59
Other Possible Claims Upon the Value of
Taxable Property ..................................... 62
Bankruptcy and Foreclosure Delays ............ 63
No Acceleration Provisions .......................... 64
Loss of Tax Exemption ................................ 65
Enforceability of Remedies .......................... 65
No Secondary Market .................................. 65
Disclosure to Future Purchasers ................. 66
IRS Audit of Tax-Exempt Bond Issues ........ 66
Voter Initiatives ............................................ 66
Case Law Related to the Mello-Roos Act .... 67
COVID-19 Pandemic ................................... 68
Cyber Security ............................................. 69
Potential Early Redemption of Bonds from
Prepayments ............................................ 69
CONTINUING DISCLOSURE .......................... 69
The City ....................................................... 69
Dublin Crossing ........................................... 70
Brookfield BAH ............................................ 70
CalAtlantic .................................................... 71
UNDERWRITING ............................................ 71
MUNICIPAL ADVISOR .................................... 72
LEGAL OPINION ............................................. 72
TAX MATTERS ................................................ 72
NO RATINGS .................................................. 74
NO LITIGATION .............................................. 74
PROFESSIONAL FEES .................................. 74
EXECUTION .................................................... 75
APPENDIX A - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
APPENDIX B - THE APPRAISAL
APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT
APPENDIX D - THE CITY OF DUBLIN AND ALAMEDA COUNTY
APPENDIX E - PRICING REPORT
APPENDIX F - FORM OF OPINION OF BOND COUNSEL
APPENDIX G - FORM OF CONTINUING DISCLOSURE UNDERTAKINGS
APPENDIX H - BOOK ENTRY SYSTEM
Attachment 4
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OFFICIAL STATEMENT
$26,000,000*
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1
(DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
This Official Statement, including the cover page and all appendices hereto, is provided
to furnish certain information in connection with the issuance of the bonds captioned above (the
“Bonds”) by the City of Dublin (the “City”), by and through Improvement Area No. 3
(“Improvement Area No. 3”) of the City of Dublin Community Facilities District No. 2015-1
(Dublin Crossing) (the “District”).
Any statements made in this Official Statement involving matters of opinion or of
estimates, whether or not so expressly stated, are set forth as such and not as representations
of fact, and no representation is made that any of the estimates will be realized. Definitions of
certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent
Agreement. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL
AGENT AGREEMENT.”
INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description
of and guide to, and is qualified by, more complete and detailed information contained in the
entire Official Statement, including the cover page and attached appendices, and the
documents summarized or described in this Official Statement. A full review should be made of
the entire Official Statement. The offering of the Bonds to potential investors is made only by
means of the entire Official Statement.
Authority for Issuance. The Bonds are issued pursuant to the provisions of the Mello-
Roos Community Facilities Act of 1982, as amended (Section 53311, et seq., of the
Government Code of the State of California) (the “Act”) and pursuant to a Fiscal Agent
Agreement dated as of August 1, 2021 (the “Fiscal Agent Agreement”) between the City and
U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”) and a resolution adopted
on July [20], 2021 by the City Council of the City (the “City Council”), as legislative body of the
District (the “Resolution”).
Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery
thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the
Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment
____________
* Preliminary; subject to change.
Attachment 4
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Date”), commencing March 1, 2022. The Bonds will be issued without coupons in
denominations of $5,000 or any integral multiple thereof.
Registration of Ownership of Bonds. The Bonds will be issued only as fully registered
bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository
Trust Company (“DTC”). Ultimate purchasers of Bonds will not receive physical certificates
representing their interest in the Bonds. So long as the Bonds are registered in the name of
Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and
will not mean the ultimate purchasers of the Bonds. Payments of the principal, premium, if any,
and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as
DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to
DTC’s Participants is the responsibility of DTC and disbursements of such payments to the
Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more
fully described herein. See “APPENDIX H – BOOK-ENTRY SYSTEM.”
Use of Proceeds. Proceeds of the Bonds will primarily be used to finance the cost of
acquiring and constructing certain public infrastructure improvements and/or financing fees paid
for capital improvements (collectively, the “Authorized Improvements,” as described herein),
generally including roadways and roadway related improvements, water, wastewater and other
miscellaneous infrastructure improvements in connection with the development of the Dublin
Crossing Project (as defined herein). Construction of Authorized Improvements by the
Developer (described herein) sufficient to commence home building in Phase 3 of the project
(comprising Improvement Area No. 3) is complete and homebuilding has commenced for Phase
3. The cost of a portion of the Authorized Improvements will be reimbursed by the proceeds of
the Bonds, and the Developer and/or the Merchant Builders (described herein) are required to
fund any remaining shortfall. See “THE DUBLIN CROSSING PROJECT – Public Improvements
Required for the Dublin Crossing Project.” Proceeds of the Bonds will also be used to establish
a reserve fund (described below) available for payment on the Bonds, to provide capitalized
interest on a portion of the Bonds through and including September 1, 2022, and to pay cost of
issuance of the Bonds.
Source of Payment of the Bonds. The Bonds are secured by and payable from
“Special Tax Revenues,” which are generally defined to mean the proceeds of the special tax
(the “Special Tax”) which will be levied by the City on taxable real property within the
boundaries of Improvement Area No. 3 and received by the City, including with respect to
prepayments, redemptions and foreclosures and delinquencies. The Bonds are also payable
from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement,
including a reserve fund, all as more fully described herein. See “SECURITY AND SOURCES
OF PAYMENT FOR THE BONDS – Pledge of Special Taxes” for additional details.
The District was initially formed as a single improvement area (i.e., Improvement Area
No. 1 over Phase 1A), with the anticipated future phases of the Dublin Crossing Project
designated as part of the future annexation area to the District. In 2017, land being developed
as Phase 1B was annexed into Improvement Area No. 1; in 2018, land being for developed as
Phase 2 was annexed into Improvement Area No. 2; and in 2019, land being developed as
Phase 3 was annexed into Improvement Area No. 3. The Developer anticipates annexing
additional property of the Dublin Crossing Project into future improvement areas as such
property is ready for development. See “THE DUBLIN CROSSING PROJECT.” The Bonds are
only secured by parcels within Improvement Area No. 3 and no future annexations into
that area are anticipated.
Attachment 4
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The Special Tax applicable to each taxable parcel in Improvement Area No. 3 will be
levied and collected according to the tax liability determined by the City Council through the
application of a rate and method of apportionment of Special Tax for Improvement Area No. 3
(the “Rate and Method”), which is set forth as APPENDIX A hereto. The Special Taxes
represent liens on the parcels of land subject to a Special Tax and failure to pay the Special
Taxes could result in proceedings to foreclose the delinquent property. The Special Taxes do
not constitute the personal indebtedness of the owners of taxed parcels. See “SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” and “APPENDIX A –
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
Reserve Fund. In the Fiscal Agent Agreement, the City directs the Fiscal Agent to
establish a Reserve Fund (the “Reserve Fund”) from Bond proceeds in the amount of the
Reserve Requirement (described herein), which amount is available to be transferred to the
Bond Fund in the event of delinquencies in the payment of the Special Taxes, to the extent of
such delinquencies. The Reserve Fund is required to be maintained at the Reserve
Requirement from moneys available under the Fiscal Agent Agreement. See “SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS – Reserve Fund.” If there are additional
delinquencies after depletion of funds in the Reserve Fund, the City is not obligated to pay the
Bonds or supplement the Reserve Fund except from Special Tax Revenues as described in the
Fiscal Agent Agreement.
Additional Parity Bonds for Refunding Purposes Only. The bonded indebtedness
limit for Improvement Area No. 3 is $26 million; accordingly, no additional parity bonds are
permitted except for refunding purposes. See “SECURITY AND SOURCES OF PAYMENT FOR
THE BONDS – Additional Bonds.”
The District and the Improvement Areas. The land in Improvement Area No. 3 (like
the land in the rest of the District) was formerly a portion of the U.S. Army Reserve’s “Camp
Parks” base, which is adjacent to and borders the Dublin Crossing Project to the north and
which will continue in existence as to the portion outside of the Dublin Crossing Project. Dublin
Crossing, LLC, a Delaware limited liability company (“Dublin Crossing” or the “Developer”), as
the master developer of the Dublin Crossing Project, is under contract with the Army Reserve to
acquire additional land owned by the Army Reserve, and has acquired a portion, but not all, of
the land in the Dublin Crossing Project. As it acquires the land, Army Reserve facilities are
demolished and the land is converted to uses approved by the City for the Dublin Crossing
Project. As the Developer acquires such property, it moves forward with plans to install
backbone infrastructure to ready the land for development, whereupon it is sold to it merchant
builders for homebuilding.
The project (herein, the “Dublin Crossing Project”) was originally referred to as “Dublin
Crossing,” but is now being marketed as “Boulevard.” Development of the Dublin Crossing
Project is planned to occur in 5 phases covering approximately 190 acres. With respect to
Phase 1A/1B (Improvement Area No. 1), housing construction commenced in 2017 and as of
June 15, 2021, approximately 463 of the planned 469 single-family units have closed escrow to
individual homeowners. With respect to Phase 2 (Improvement Area No. 2), housing
construction commenced in 2019 and as of June 15, 2021, approximately 218 of the planned
492 single-family units have closed escrow to individual homeowners. With respect to Phase 3
(Improvement Area No. 3), housing construction commenced in 2020 and as of June 15, 2021,
approximately 32 of the planned 287 single-family units have closed escrow to individual
homeowners. See “IMPROVEMENT AREA NO. 3”
Attachment 4
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Ownership of Property in Improvement Area No. 3. Land in Improvement Area No. 3
is currently owned by the Developer and merchant homebuilders. The Developer is a joint
venture between BrookCal Dublin LLC, a Delaware limited liability company (“BrookCal”), and
SPIC Dublin LLC, a Delaware limited liability company (“SPIC”). BrookCal is owned 100% by
BrookCal Bay Area Holdings LLC, a Delaware limited liability company (“BrookCal Bay Area”).
BrookCal Bay Area is owned 100% by BrookCal, LLC, a Delaware limited liability company
(“BrookCal, LLC”). BrookCal, LLC is a joint venture between BHC BrookCal, LLC, a Delaware
limited liability company (“BHC BrookCal”), and the California State Teachers Retirement
System (“Cal STRS”). BHC BrookCal is an indirect wholly-owned subsidiary of Brookfield
Residential Properties Inc. (“Brookfield Residential”), a wholly-owned subsidiary of Brookfield
Asset Management Inc., which has been developing land and building homes for over 50 years.
SPIC is a direct wholly-owned subsidiary of CalAtlantic Group, Inc., a Delaware corporation
(“CalAtlantic”), which, through an acquisition on February 12, 2018, is a direct wholly-owned
subsidiary of Lennar Corporation (“Lennar Corporation”), a national homebuilder.
The Developer has entered into agreements with builders that are affiliated with Lennar
Corporation and Brookfield Residential. In particular, the Developer has sold property in 3 of the
5 planned neighborhoods in Improvement Area No. 3 to (i) Brookfield Bay Area Holdings LLC
(“Brookfield BAH” or the “Brookfield Merchant Builder”), which is an indirect subsidiary of
Brookfield Residential, and (ii) CalAtlantic, which is a wholly-owned subsidiary of Lennar
Corporation. The remaining 2 neighborhoods are anticipated to be sold by the Developer to
Brookfield BAH and Lennar Homes of California, Inc., a California corporation (“Lennar
Homes”), as described herein. CalAtlantic and Lennar Homes are sometimes collectively
referred to herein as the “Lennar Merchant Builders” and together with the Brookfield
Merchant Builder as the “Merchant Builders.” Infrastructure development of Improvement Area
No. 3 is carried out by the Developer, who in turn sells what it refers to as “neighborhoods” to
the Merchant Builders. The Merchant Builders are independent entities from each other but are
closely collaborating on the development, marketing and selling of homes. See
“IMPROVEMENT AREA NO. 3 – The Merchant Builders.”
Property Subject to the Special Tax of Improvement Area No. 3. Improvement Area
No. 3 consists of approximately 8.9 net taxable acres entitled for 287 residential units (77
detached and 210 attached). Land in Improvement Area No. 3 comprises 5 neighborhoods
(described herein) and is referred to by the Merchant Builders as Phase 3 of the development of
the Dublin Crossing Project. Model homes are now open, construction of production homes is
underway, and certain neighborhoods have also seen some sales and closings to individual
homeowners. As noted above, Phase 3 is a continuation of development in the larger Dublin
Crossing Project, with hundreds of homes sold and closed to individual homeowners in the prior
two phases. See “IMPROVEMENT AREA NO. 3” for additional details on the status of
development in the various neighborhoods in Improvement Area No. 3.
Appraised Value of Property. Property in Improvement Area No. 3 is security for the
Special Tax. The City authorized the preparation of an appraisal report by Integra Realty
Resources (the “Appraiser”) for the real property within Improvement Area No. 3, which sets
forth an estimated market value of $109,800,000, as of the May 3, 2021 date of value. The
appraisal report is referred to herein as the “Appraisal” and is set forth in its entirety as
APPENDIX B. The valuation assumes matters stated in the Appraisal, including completion of
the Authorized Improvements funded by the Bonds, and accounts for the impact of the lien of
the Special Tax securing the Bonds. In considering the estimates of value evidenced by the
Appraisal, it should be noted that the Appraisal is based upon a number of standard and special
assumptions which affected the estimates as to value, in addition to the assumption of
Attachment 4
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completion of the Authorized Improvements funded with proceeds of the Bonds (but not any
future bonds). The Authorized Improvements to be paid for with proceeds of the Bonds are
underway but not complete. See “APPRAISED VALUE OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 3” and APPENDIX B. The appraised valuation estimate of property
in Improvement Area No. 3 is approximately 4.2* times the $26,000,000* aggregate principal
amount of the Bonds. This value-to-lien ratio does not take into account any overlapping liens
on land in Improvement Area No. 3. See “APPRAISED VALUE OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 3 – Overlapping Liens and Priority of Liens.”
Groundwater Testing Required by SFRWQCB. In early November 2018, the City was
informed by the Developer that it received a letter from the San Francisco Bay Regional Water
Quality Control Board (“SFRWQCB”), dated November 5, 2018, regarding results of testing
groundwater from a particular area of the Dublin Crossing Project. The letter required that the
Developer submit a workplan and schedule to complete site characterization and develop a
conceptual site model for volatile organic compounds, including trichloroethylene, in
groundwater, soil, and soil vapor at the project site. Since that date the Developer has
conducted extensive testing of soil, soil vapor, and groundwater. See “THE DUBLIN
CROSSING PROJECT – Groundwater Testing Required by SFRWQCB” and “SPECIAL RISK
FACTORS – Property Values and Property Development – Hazardous Substances and
Groundwater Quality.”
The City and the County. The City is located in southern Alameda County (the
“County”), which is located in the “Tri Valley” area encompassing the cities of Pleasanton,
Livermore, Dublin, San Ramon, and Danville, as well as unincorporated Alamo, Blackhawk,
Camino Tassajara, Diablo, Norris Canyon, and Sunol. The three valleys from which it takes its
name are Amador Valley, Livermore Valley and San Ramon Valley. The City is located along
the north side of Interstate 580 at the intersection with Interstate 680 and between the cities of
Livermore and Pleasanton, roughly 35 miles east of San Francisco, 23 miles east of Oakland,
and 31 miles north of San Jose. For certain economic and demographic information regarding
the area in and around the City, see “APPENDIX D – THE CITY OF DUBLIN AND ALAMEDA
COUNTY.”
Risks of Investment. See the section of this Official Statement entitled “SPECIAL RISK
FACTORS” for a discussion of special factors that should be considered, in addition to the other
matters set forth herein, in considering the investment quality of the Bonds, including the issues
set forth in the letter from the SFRWQCB discussed elsewhere in this Official Statements.
Limited Obligation of the City. The general fund of the City is not liable and the full
faith and credit of the City is not pledged for the payment of the interest on, or principal of or
redemption premiums, if any, on the Bonds. The Bonds are not secured by a legal or equitable
pledge of or charge, lien or encumbrance upon any property of the City or any of its income or
receipts, except the money in certain funds established under the Fiscal Agent Agreement, and
neither the payment of the interest on nor principal of or redemption premiums, if any, on the
Bonds is a general debt, liability or obligation of the City. The Bonds do not constitute an
indebtedness of the City within the meaning of any constitutional or statutory debt limitation or
restrictions and neither the City Council, the City nor any officer or employee thereof are liable
for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds
___________
* Preliminary; subject to change.
Attachment 4
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other than from the proceeds of the Special Taxes and the money in certain funds, as provided
in the Fiscal Agent Agreement.
Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent
Agreement, the Bonds and certain other documents are included herein. The descriptions and
summaries of documents herein do not purport to be comprehensive or definitive, and reference
is made to each such document for the complete details of all its respective terms and
conditions, copies of which are available for inspection at the office of the finance official of the
City. All statements herein with respect to certain rights and remedies are qualified by reference
to laws and principles of equity relating to or affecting creditors’ rights generally. Capitalized
terms used in this Official Statement and not otherwise defined herein have the meanings
ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of
opinion herein speak only as of the date of this Official Statement and are subject to change
without notice. Neither delivery of this Official Statement, any sale made hereunder, nor any
future use of this Official Statement shall, under any circumstances, create any implication that
there has been no change in the affairs of the City or the District since the date hereof.
Any statements made in this Official Statement involving matters of opinion or of
estimates, whether or not so expressly stated, are set forth as such and not as representations
of fact, and no representation is made that any of the estimates will be realized. For definitions
of certain terms used herein and not defined herein, see “APPENDIX C – SUMMARY OF
CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT.”
Attachment 4
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THE BONDS
Authority for Issuance
The Bonds are issued pursuant to the Fiscal Agent Agreement, approved by a resolution
adopted by the City Council on July [20], 2021, and the Act.
On April 21, 2015, the City Council adopted a Resolution of Intention to form a
community facilities district under the Act, to levy a special tax and to incur bonded
indebtedness for the purpose of financing the Authorized Improvements. After conducting a
noticed public hearing, on June 2, 2015, the City Council adopted the Resolution of Formation
(the “Resolution of Formation”), which established Community Facilities District No. 2015-1
and Improvement Area No. 1 thereof, and designated a future annexation area (the “Future
Annexation Area”), which included the remaining phases of the Dublin Crossing Project. On
the same day, an election was held within the District in which the Dublin Crossing Venture,
LLC, the predecessor owner of the land in Improvement Area No. 1 (who was then the only
eligible landowner voter in the District and is referred to herein as the “Prior Owner”)
unanimously approved the proposed bonded indebtedness and the levy of the Special Tax.
Under the provisions of the Act, since there were fewer than 12 registered voters residing within
the District at a point during the 90-day period preceding the adoption of the Resolution of
Formation, the qualified electors entitled to vote in the special election consisted of the Prior
Owner, as sole landowner.
In April 2019, each of the owners of the property in Improvement Area No. 3 as of that
date executed and delivered to the City a “unanimous approval,” wherein the owners requested
the annexation of their property into Improvement Area No. 3. All of the property that was the
subject of the unanimous approvals were part of the Future Annexation Area. Pursuant to the
Mello-Roos Act, the execution of a unanimous approval is all that is required to annex property
that is identified as part of the Future Annexation Area into a new or existing or new
improvement area within the District. The unanimous approvals established an indebtedness
limitation for Improvement Area No. 3 at $26 million.
Land within the Future Annexation Area may from time to time in the future be annexed
into any Improvement Area of the District by the execution of an owner of land in the Future
Annexation Area of a unanimous approval to be annexed to the District and into a particular
Improvement Area. A special tax will be levied on annexed territory only with the unanimous
approval of the owner or owners of each parcel or parcels at the time of annexation into the
respective Improvement Area, whereupon a special tax will become a continuing lien against all
non-exempt real property in the annexed portion of the Future Annexation Area. Only the land
in Improvement Area No. 3 constitutes security for the Bonds, and no additional property
is anticipated to be annexed into Improvement Area No. 3.
Description of the Bonds
Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery
thereof at the rates and mature in the amounts and years, as set forth on the inside cover page
hereof. The Bonds are being issued in the denomination of $5,000 or any integral multiple
thereof.
Interest on the Bonds will be payable semiannually on March 1 and September 1 of each
year (each an “Interest Payment Date”), commencing March 1, 2022. The principal of the
Attachment 4
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Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money
of the United States of America at the principal corporate trust office of the Fiscal Agent in San
Francisco, California, or such other place as designated by the Fiscal Agent, upon presentation
and surrender of the Bonds; provided that so long as any Bonds are in book-entry form,
payments with respect to such Bonds will be made by wire transfer, or such other method
acceptable to the Fiscal Agent, to DTC.
Book-Entry Only System. The Bonds are being issued as fully registered bonds,
registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”),
and will be available to ultimate purchasers under the book-entry system maintained by DTC.
Ultimate purchasers of Bonds will not receive physical certificates representing their interest in
the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of
DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate
purchasers of the Bonds. The Fiscal Agent will make payments of the principal, premium, if
any, and interest on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or
Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC’s
Participants is the responsibility of DTC and disbursements of such payments to the Beneficial
Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully
described herein. See “APPENDIX H – BOOK ENTRY SYSTEM” below.
Calculation and Payment of Interest. Interest on the Bonds will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds (including
the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal
Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof
at such registered Owner’s address as it appears on the registration books maintained by the
Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date,
or by wire transfer made on such Interest Payment Date upon written instructions received by
the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any
Owner of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as
any Bonds are in book-entry form, payments with respect to such Bonds will be made by wire
transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX H –
BOOK ENTRY SYSTEM” below.
Each Bond will bear interest from the Interest Payment Date next preceding the date of
authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event
it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date preceding such Interest
Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it will bear interest from the Dated Date; provided, however, that if at the time of authentication
of a Bond, interest is in default thereon, such Bond will bear interest from the Interest Payment
Date to which interest has previously been paid or made available for payment thereon. So
long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of
the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its
nominee, Cede & Co. Disbursements of such payments to DTC’s Participants is the
responsibility of DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of DTC’s Participants and Indirect Participants, as more fully described herein.
See “APPENDIX H – BOOK ENTRY SYSTEM” below.
Attachment 4
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Redemption*
Optional Redemption. The Bonds are subject to redemption prior to their stated
maturities, from any source of available funds (other than Special Tax Prepayments), on any
date on and after September 1, 20___, in whole or in part, at a redemption price (expressed as
a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together
with accrued interest to the date fixed for redemption:
Redemption Date Redemption Price
September 1, 20__ through August 31, 20__ %
September 1, 20__ through August 31, 20__
September 1, 20__ through August 31, 20__
September 1, 20__ and any date thereafter
Mandatory Redemption From Prepayments. Special Tax Prepayments and any
corresponding transfers from the Reserve Fund pursuant to the Fiscal Agent Agreement shall
be used to redeem Bonds on the next Interest Payment Date for which notice of redemption can
timely be given under the Fiscal Agent Agreement, in whole or in part among maturities as
specified by the City and by lot within a maturity, at a redemption price (expressed as a
percentage of the principal amount of the Bonds to be redeemed), as set forth below, together
with accrued interest to the date fixed for redemption:
Redemption Date Redemption Price
Any Interest Payment Date on or before March 1, 20__ 103%
On September 1, 20__ and March 1, 20__ 102
On September 1, 20__ and March 1, 20__ 101
On September 1, 20__ and any Interest Payment Date thereafter 100
Mandatory Sinking Fund Redemption. The Term Bonds maturing on September 1,
20__ are subject to mandatory partial redemption in part by lot, from payments made by the City
from the Bond Fund, at a redemption price equal to the principal amount thereof to be
redeemed, together with accrued interest to the redemption date, without premium, in the
aggregate respective principal amounts all as set forth in the following table:
Mandatory Partial
Redemption Date
(September 1)
Principal Amount
Subject to Redemption
The Term Bonds maturing on September 1, 20__ are subject to mandatory partial
redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption
price equal to the principal amount thereof to be redeemed, together with accrued interest to the
redemption date, without premium, in the aggregate respective principal amounts all as set forth
in the following table:
____________
* Preliminary; subject to change.
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Mandatory Partial
Redemption Date
(September 1)
Principal Amount
Subject to Redemption
Provided, however, if some but not all of the Term Bonds have been redeemed under
subsections “–Optional Redemption” or “–Mandatory Redemption From Prepayments” above,
the total amount of all future Mandatory Partial Redemptions shall be reduced by the aggregate
principal amount of Term Bonds so redeemed, to be allocated among such Mandatory Partial
Redemption Dates on a pro rata basis in integral multiples of $5,000 as determined by the
Fiscal Agent, notice of which determination (which shall consist of a revised mandatory partial
redemption schedule) shall be given by the City to the Fiscal Agent.
Purchase In Lieu of Redemption. In lieu of optional redemption, moneys in the Bond
Fund or other funds provided by the City may be used and withdrawn by the Fiscal Agent for
purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate
requesting such purchase, at public or private sale as and when, and at such prices (including
brokerage and other charges) as such Officer’s Certificate may provide, but in no event may
Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued
to the date of purchase and any premium which would otherwise be due if such Bonds were to
be redeemed in accordance with the Fiscal Agent Agreement. Any Bonds purchased pursuant
to these provisions shall be treated as outstanding Bonds under this Fiscal Agent Agreement,
except to the extent otherwise directed by the Administrative Services Director.
Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any
redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than
60 days prior to the date fixed for redemption, to the Securities Depositories, to one or more
Information Services, and to the respective registered Owners of any Bonds designated for
redemption, at their addresses appearing on the Bond registration books in the Principal Office
of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and
failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of
the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding Bonds are to be called for redemption shall state as to any Bond called
in part the principal amount thereof to be redeemed, and shall require that such Bonds be then
surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption
price, and shall state that further interest on such Bonds will not accrue from and after the
redemption date.
The City has the right to rescind any notice of the optional redemption of Bonds by
written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of
redemption shall be cancelled and annulled if for any reason funds will not be or are not
available on the date fixed for redemption for the payment in full of the Bonds then called for
redemption, and such cancellation shall not constitute a default under the Fiscal Agent
Agreement. The City and the Fiscal Agent have no liability to the Owners or any other party
related to or arising from such rescission of redemption. The Fiscal Agent shall give notice of
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such rescission of redemption in the same manner as the original notice of redemption was
sent.
Whenever provision is made in the Fiscal Agent Agreement for the redemption of less
than all of the Bonds, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or
such given portion thereof not previously called for redemption, among maturities so as to
maintain substantially the same debt service profile for the Bonds as in effect prior to such
redemption, and by lot within a maturity.
Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the principal of, and interest and any premium on, the Bonds so called for
redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to
be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive
payment of the redemption price, and no interest shall accrue thereon on or after the
redemption date specified in the notice of redemption.
Transfer or Exchange of Bonds
So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC,
transfers and exchanges of Bonds will be made in accordance with DTC procedures. See
“APPENDIX H” below. Any Bond may, in accordance with its terms, be transferred or
exchanged by the person in whose name it is registered, in person or by his duly authorized
attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly
written instrument of transfer in a form approved by the Fiscal Agent. Whenever any Bond or
Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will
authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of
authorized denominations and of the same maturity. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be
paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax
or other governmental charge required to be paid with respect to such transfer or exchange.
No transfers or exchanges of Bonds shall be required to be made (i) 15 days prior to the
date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a
Bond after such Bond has been selected for redemption; or (iii) between a Record Date and the
succeeding Interest Payment Date.
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SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the
Bonds follows:
Sources of Funds:
Principal Amount of Bonds $
[Plus/Less] [Net] Original Issue Premium/Discount
Total $
Uses of Funds:
Deposit to Improvement Fund $
Deposit to Reserve Fund
Deposit to Bond Fund(1)
Costs of Issuance(2)
Total $
(1) Represents an amount, when combined with Special Taxes expected to be levied in Fiscal Year
2021-22, is scheduled to provide for the payment of interest on a portion of the Bonds through
and including September 1, 2022.
(2) Includes Underwriter’s discount, initial fees, expenses and charges of the Fiscal Agent, legal fees,
costs of printing the Official Statement, fees of the special tax consultant, Appraiser and
Municipal Advisor, and other costs of issuance.
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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Pledge of Special Tax Revenues and Other Amounts
General. The Bonds are secured by a first pledge (which pledge shall be effected in the
manner and to the extent provided in the Fiscal Agent Agreement) of all of the Special Tax
Revenues and all moneys deposited in the Bond Fund (including [the Capitalized Interest
Account and] the Special Tax Prepayments Account), and, until disbursed as provided in the
Fiscal Agent Agreement, in the Special Tax Fund. The Special Tax Revenues and all moneys
deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are
dedicated to the payment of the principal of, and interest and any premium on, the Bonds as
provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and
retired or until moneys or Federal Securities have been set aside irrevocably for that purpose.
See “– Special Tax Fund” and “– Improvement Fund,” below.
The Bonds are also secured by a first pledge (which pledge shall be effected in the
manner and to the extent provided in the Fiscal Agent Agreement) of all moneys deposited in
the Reserve Fund. The moneys in the Reserve Fund (except as otherwise provided in the Fiscal
Agent Agreement) are dedicated to the payment of the principal of, and interest and any
premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the
Bonds have been paid and retired or until moneys or Federal Securities have been set aside
irrevocably for that purpose. See “–Reserve Fund” below.
Amounts in the Improvement Fund (and the accounts therein), the Administrative
Expense Fund, and the Costs of Issuance Fund are not pledged to the repayment of the Bonds.
The Authorized Improvements financed by the Bonds are not pledged to the repayment of the
Bonds, nor are the proceeds of any condemnation or insurance award received by the City with
respect to the facilities authorized to be financed by the District.
Definitions. “Special Tax Revenues” is defined in the Fiscal Agent Agreement to
mean the proceeds of the Special Tax received by the City, less the Priority Administrative
Expenses Amount (described below), including (a) any scheduled payments thereof, (b) any
Special Tax Prepayments, (c) the proceeds of the redemption of any delinquent payments of the
Special Tax and (d) the proceeds of redemption or sale of property sold as a result of
foreclosure on account of delinquent payments of the Special Tax, but excluding therefrom any
penalties collected in connection with any such foreclosure and excluding any Special Taxes
deposited in the Special Tax Proceeds Subaccount of the Improvement Fund.
“Special Tax” or “Special Taxes” means the Special Tax (as defined in the Rate and
Method) levied by the City pursuant to the Rate and Method within Improvement Area No. 3
under the Act, the Ordinance and the Fiscal Agent Agreement. See “–Special Tax
Methodology” below and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF
SPECIAL TAX.”
“Priority Administrative Expenses Amount” means (i) for Fiscal Year 2021-22, the
amount of $25,000 and (ii) for each succeeding Fiscal Year, the sum of (A) the Priority
Administrative Expenses Amount for the preceding Fiscal Year plus (B) 2% of the Priority
Administrative Expenses Amount for the preceding Fiscal Year.
Attachment 4
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Special Taxes
A Special Tax applicable to each taxable parcel in Improvement Area No. 3 will be levied
and collected according to the tax liability determined by the City Council through the application
of the Rate and Method prepared by Goodwin Consulting Group, Inc., Sacramento, California
(the “Special Tax Consultant”), which is set forth in APPENDIX A hereto, for all taxable
properties in Improvement Area No. 3. Interest and principal on the Bonds is payable from the
annual Special Taxes to be levied and collected on taxable property within Improvement Area
No. 3, from amounts held in the funds and accounts established under the Fiscal Agent
Agreement (other than the Improvement Fund (and the accounts therein), the Administrative
Expense Fund, and the Costs of Issuance Fund) and from the proceeds, if any, from the sale of
such property for delinquency of such Special Taxes.
The Special Taxes are collected for the City by the County of Alameda in the same
manner and at the same time as ad valorem property taxes.
The Special Taxes are exempt from the property tax limitation of Article XIIIA of the
California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-
thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City
pursuant to the Act in an amount determined according to the Rate and Method approved by the
City. See “Special Tax Methodology” below and “APPENDIX A – RATE AND METHOD OF
APPORTIONMENT OF SPECIAL TAX.”
The Rate and Method apportions the Special Tax Requirement (as defined in the Rate
and Method and described below) among the taxable parcels of real property within
Improvement Area No. 3 according to the rate and methodology set forth in the Rate and
Method. See “–Special Tax Methodology” below. See also “APPENDIX A – RATE AND
METHOD OF APPORTIONMENT OF SPECIAL TAX.” The amount of Special Taxes that
Improvement Area No. 3 may levy in any year, and from which principal and interest on the
Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors
within Improvement Area No. 3 which are set forth as the annual “Maximum Special Tax” in
the Rate and Method. Under the Rate and Method, Special Taxes will be levied annually in an
amount not in excess of the annual Maximum Special Tax. The Special Taxes and any interest
earned on the Special Taxes once deposited in the Special Tax Fund constitute a trust fund for
the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long
as the principal of and interest on the Bonds remains unpaid, the Special Taxes and investment
earnings thereon (other than amounts remaining after paying annual debt service, as described
herein) will not be used for any other purpose, except as permitted by the Fiscal Agent
Agreement, and will be held in trust for the benefit of the owners thereof and will be applied
pursuant to the Fiscal Agent Agreement.
The City may annually levy the Special Tax at up to the Maximum Special Tax rate,
which has been authorized by the qualified electors within Improvement Area No. 3, as set forth
in the Rate and Method, if conditions so require, however regularly scheduled debt service on
the Bonds is payable from an amount less than that which could be generated by levy of the
Maximum Special Tax. The City has covenanted to annually levy the Special Taxes in an
amount at least sufficient to pay the Special Tax Requirement (as defined below). Because
each annual Special Tax levy is limited to the Maximum Special Tax rates authorized as set
forth in the Rate and Method, no assurance can be given that, in the event of Special Tax
delinquencies, the amount of the Special Tax Requirement will in fact be collected in any given
year. See “SPECIAL RISK FACTORS – Levy and Collection of the Special Tax” herein.
Attachment 4
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Special Tax Methodology
The Special Tax authorized under the Act applicable to land within Improvement Area
No. 3 will be levied and collected according to the tax liability determined by the City through the
application of the appropriate amount or rate as described in the Rate and Method set forth in
“APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” Capitalized
terms set forth in this section and not otherwise defined have the meanings set forth in the Rate
and Method.
Parcels Subject to the Special Tax. For each Fiscal Year, the City 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 Taxable Non-Residential Property, and (iii) determine if there is any Taxable
Homeowners Association Property or Taxable Public Property. For Multi-Family Property, the
number of Residential Units shall be determined by referencing the condominium or apartment
plan, site plan or other development plan.
Annual Special Tax Levy. The Special Tax levy for each Parcel will be established
annually based on the “Special Tax Requirement” which is defined as, for each Fiscal Year,
the amount necessary in any Fiscal Year (i) to pay principal and interest on Bonds which are
due in the calendar year which begins in such Fiscal Year, (ii) to create and/or replenish reserve
funds for the Bonds to the extent such replenishment has not been included in the computation
of Special Tax Requirement in a previous Fiscal Year, (iii) to cure any delinquencies in the
payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (iv) to
pay Administrative Expenses, and (v) to pay the costs of Authorized Facilities so long as the
direct payment for Authorized Facilities does not increase the Special Taxes on Undeveloped
Property. The Special Tax Requirement may be reduced in any Fiscal Year by (i) interest
earnings on or surplus balances in funds and accounts for the Bonds to the extent that such
earnings or balances are available to apply against debt service pursuant to the Indenture or
other legal document that sets forth these terms, (ii) proceeds from the collection of penalties
associated with delinquent Special Taxes, and (iii) any other revenues available to pay debt
service on the Bonds as determined by the Administrator.
Termination of the Special Tax. The Special Tax will be levied and collected for as
long as needed to pay the principal and interest on the Bonds and other costs incurred in order
to construct the Authorized Facilities and all Administrative Expenses have been paid or
reimbursed. The Rate and Method provides that the Special Tax may not be levied on any
parcel in Improvement Area No. 3 after fiscal year 2050-51.
Prepayment of the Special Tax. Landowners may permanently satisfy all or part of the
Special Tax obligation by a cash settlement with the City as permitted under Government Code
Section 53344 and in accordance with the methodology for calculation included in the Rate and
Method. Under no circumstance shall a prepayment be allowed that would reduce debt service
coverage below the Required Coverage (as defined in the Rate and Method).
Levy of Annual Special Tax; Annual Maximum Special Tax
The annual Special Tax levy amount will be calculated by the City and levied to provide
money for debt service on the Bonds, replenishment of the Reserve Fund, anticipated Special
Tax delinquencies, administration of Improvement Area No. 3, and for payment of pay-as-you-
Attachment 4
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go expenditures of the Authorized Facilities not funded from Bond proceeds. In no event may
the City levy a Special Tax in any year above the annual Maximum Special Tax rate identified in
the Rate and Method. See “APPENDIX A - RATE AND METHOD OF APPORTIONMENT OF
SPECIAL TAX.”
The Special Tax will be levied in an amount at least equal to the Special Tax
Requirement as described in the Rate and Method and, during the Remainder Taxes Period,
shall be levied on Developed Property in an amount equal to the maximum rates, with any
Special Taxes remaining after paying debt service on the Bonds (and after paying
Administrative Expenses) being used to finance Authorized Facilities. The “Remainder Taxes
Period” means the period through and including the date that is the earlier of (i) the end of the
15th Fiscal Year after which Special Taxes have been levied on property in Improvement Area
No. 3 or (ii) the date that all Authorized Facilities have been fully funded.
The annual Maximum Special Tax levy for Improvement Area No. 3 ranges (based on
unit square footage) from $4,701 to $5,493 per detached single family residential unit and from
$3,686 to $4,603 per multi-family residential unit for Fiscal Year 2021-22, and in each
subsequent Fiscal Year shall be increased by an amount equal to 2% of the amount in effect for
prior Fiscal Year.
The property in Improvement Area No. 3 is also subject to an annual special tax of the
City’s Community Facilities District No. 2017-1 (Dublin Crossing – Public Services) (the
“Services CFD”) which includes all of the property in Improvement Area No. 3 of the District.
For Fiscal Year 2021-22, the per-residential unit annual maximum special tax of the Services
CFD ranges from $57 to $67 for single-family detached units and $44 to $56 for multifamily
units. The maximum special tax in the Services CFD shall be increased on each July 1, by 4%
of the immediately preceding maximum amount.
See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax
Methodology” above. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF
SPECIAL TAX” for a copy of the Rate and Method.
Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax
is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The
levy cannot be made at a higher rate even if the failure to do so means that the estimated
proceeds of the levy and collection of the Special Tax, together with other available funds, will
not be sufficient to pay debt service on the Bonds.
In addition to the maximum annual Special Tax rate limitation in the Rate and Method,
Section 53321(d) of the Act provides that the special tax levied against any parcel for which an
occupancy permit for private residential use has been issued may not be increased as a
consequence of delinquency or default by the owner of any other parcel within a community
facilities district by more than 10% above the amount that would have been levied in such fiscal
year had there never been any such delinquencies or defaults. In cases of significant
delinquency, this limitation may result in defaults in the payment of principal of and interest on
the Bonds.
Special Tax Fund
The Special Tax Fund is established under the Fiscal Agent Agreement as a separate
fund to be held by the Fiscal Agent, to the credit of which the Fiscal Agent shall deposit
Attachment 4
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amounts received from or on behalf of the City consisting of Special Tax Revenues and other
amounts as required by the Fiscal Agent Agreement.
Deposit of Special Tax Revenues. The City is obligated by the Fiscal Agent Agreement
to promptly remit any Special Tax Revenues received by the City, less an amount not to exceed
the lesser of (a) the amount included in the Special Tax levy for such Fiscal Year for
Administrative Expenses and (b) the Priority Administrative Expenses Amount for such Fiscal
Year (which shall be retained by the City free of the pledge for payment of the Bonds and used
for Administrative Expenses), to the Fiscal Agent for deposit by the Fiscal Agent in the Special
Tax Fund established under the Fiscal Agent Agreement.
Notwithstanding the foregoing:
(i) any Special Tax Revenues constituting the collection of delinquencies in
payment of Special Taxes shall be separately identified by the Administrative Services Director
and will be disposed of by the Fiscal Agent first, for transfer to the Bond Fund to pay any past
due debt service on the Bonds; second, for transfer to the Reserve Fund to the extent needed to
increase the amount. then on deposit in the Reserve Fund up to the then Reserve Requirement;
and third, to be held in the Special Tax Fund and used as described under “–Disbursements”
below;
(ii) any proceeds of Special Tax Prepayments will be separately identified by the
Administrative Services Director and will be deposited by the Fiscal Agent as follows (as
directed in writing by the Administrative Services Director): (a) that portion of any Special Tax
Prepayment constituting a prepayment of costs of the Authorized Improvements shall be
deposited by the Fiscal Agent to the Special Tax Proceeds Subaccount of the Improvement
Fund and (b) the remaining Special Tax Prepayment shall be deposited by the Fiscal Agent in
the Special Tax Prepayments Account.
Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the
City and the Owners of the Bonds, will be disbursed as provided below and, pending
disbursement, will be subject to a lien in favor of the Owners of the Bonds.
Disbursements. On the third Business Day before each Interest Payment Date, the
Fiscal Agent will withdraw from the Special Tax Fund and transfer the following amounts in the
following order of priority:
(i) to the Bond Fund an amount, taking into account any amounts then on deposit in
the Bond Fund and any expected transfers under the Fiscal Agent Agreement from the Reserve
Fund[, the Capitalized Interest Account,] and the Special Tax Prepayments Account to the Bond
Fund, such that the amount in the Bond Fund equals the principal (including any mandatory
sinking payment), premium, if any, and interest due on the Bonds on the next Interest Payment
Date and any past due principal or interest on the Bonds not theretofore paid from a transfer
described in the Fiscal Agent Agreement, and
(ii) to the Reserve Fund an amount, taking into account amounts then on deposit in
the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve
Requirement, and
(iii) on or after each September 10, beginning on September 10, 2021, if directed by
an Authorized Officer to do so, transfer money to the City for deposit by the City into the
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Administrative Expense Fund, an amount requested by the City for Administrative Expenses
incurred or foreseeable by the City to be incurred in the next Fiscal Year, and
(iv) (A) on or after each September 10, beginning on September 10, 2021 and
continuing through the Remainder Taxes Period, all of the moneys remaining in the Special Tax
Fund (the “Remainder Taxes”) shall be transferred to the Special Tax Proceeds Subaccount of
the Improvement Fund free of the pledge for payment for the Bonds and (B) on and after the
September 10 following the end of the Remainder Taxes Period, all or a portion of the moneys
remaining in the Special Tax Fund shall be transferred to the City as surplus moneys belonging
to the Improvement Area No. 3, free of the pledge for payment of the Bonds, and used for any
purpose authorized under the Act.
Administrative Expense Fund
Moneys in the Administrative Expense Fund shall be held by the Administrative Services
Director for the benefit of the City, and shall be disbursed from time to time to pay for
Administrative Expenses.
Annually, on the last day of each Fiscal Year, the Administrative Services Director shall
withdraw from the Administrative Expense Fund and transfer to the Fiscal Agent for deposit into
the Special Tax Fund any amount in excess of that which is needed to pay any Administrative
Expenses, and which is not otherwise encumbered.
Reserve Fund
A Reserve Fund (the “Reserve Fund”) for the Bonds will be established under the Fiscal
Agent Agreement, to be held by the Fiscal Agent. Upon delivery of the Bonds, the amount on
deposit in the Reserve Fund will be established by depositing certain proceeds of the Bonds in
the amount of the Reserve Requirement for the Bonds therein. “Reserve Requirement”
means, with respect to any series of Bonds (unless otherwise specified in a Supplemental
Agreement, including to create a single parity reserve fund for multiple series of Bonds) the
least of (i) Maximum Annual Debt Service on the applicable series of Bonds, (ii) 125% of
average Annual Debt Service on the applicable series of Bonds and (iii) 10% of the original
principal amount of the applicable series of Bonds (or the issue price of the respective Bonds
excluding accrued interest, if the net original issue discount or premium is less than 98% or
more than 102% of the principal amount of the respective Bonds), as calculated by the City;
provided, that (a) if a parity reserve fund for multiple series of Bonds is established, references
to the applicable series of Bonds shall mean all Bonds covered by such parity reserve fund and
(b) in no event shall the City, in connection with the issuance of Parity Bonds covered by the
Reserve Fund pursuant to a Supplemental Agreement be obligated to deposit an amount in the
Reserve Fund which is in excess of the amount permitted by the applicable provisions of the
Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the
yield of any investment purchased with any portion of such deposit and, in the event the amount
of any such deposit into the Reserve Fund is so limited, the Reserve Requirement shall, in
connection with the issuance of such Parity Bonds, be increased only by the amount of such
deposit as permitted by the Code.
The City is required to maintain an amount of money or other security equal to the
Reserve Requirement in the Reserve Fund at all times that the Bonds are outstanding. All
amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely
for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time
Attachment 4
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in the Bond Fund of the amount then required for payment of the principal of, and interest on,
the Bonds. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a
deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the City.
Whenever, on the Business Day prior to any Interest Payment Date, the amount in the
Reserve Fund exceeds the then applicable Reserve Requirement, the Fiscal Agent will transfer
an amount equal to the excess from the Reserve Fund to the Bond Fund or the Improvement
Fund as provided below, except that investment earnings on amounts in the Reserve Fund may
be withdrawn from the Reserve Fund for purposes of making payment to the Federal
government to comply with rebate requirements.
Moneys in the Reserve Fund will be invested and deposited in accordance with the
Fiscal Agent Agreement. Interest earnings and profits resulting from the investment of moneys
in the Reserve Fund and other moneys in the Reserve Fund will remain therein until the balance
exceeds the Reserve Requirement; any amounts in excess of the Reserve Requirement will be
transferred to the Special Tax Proceeds Subaccount of the Improvement Fund, until the
Improvement Fund is closed, or if the Improvement Fund has been closed, to the Bond Fund to
be used for the payment of the principal of and interest on the Bonds in accordance with the
Fiscal Agent Agreement.
Whenever the balance in the Reserve Fund exceeds the amount required to redeem or
pay the Outstanding Bonds, including interest accrued to the date of payment or redemption
and premium, if any, due upon redemption, and make any other transfer required under the
Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the
Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and
redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve
Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding
Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any
amounts due the Fiscal Agent, to be used for any lawful purpose of the City.
Improvement Fund
Under the Fiscal Agent Agreement, there is established an Improvement Fund (and two
separate subaccounts shall be established within the Improvement Fund, the Bond Proceeds
Subaccount and the Special Tax Proceeds Subaccount), which is to be held by the Fiscal Agent
and to the credit of which fund deposits shall be made as required by the Fiscal Agent
Agreement. Moneys in the Improvement Fund and the subaccounts will be disbursed as
provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the
construction and acquisition of the Authorized Improvements in accordance with the Acquisition
Agreement (as described herein). Moneys held in the Special Tax Proceeds Subaccount will be
used to finance the costs of the Authorized Improvements pursuant to the Acquisition
Agreement. None of the amounts in the Improvement Fund (and any subaccounts thereof) are
pledged for payment of the Bonds.
Upon completion of the Authorized Improvements and payment to the Developer
pursuant to the Acquisition Agreement, and following notice being provided to the Developer as
specified in the Fiscal Agent Agreement, the City will transfer the amount, if any, remaining in
the Improvement Fund to the Fiscal Agent for deposit in the Bond Fund for application to the
payment of principal of and interest on the Bonds in accordance with the Fiscal Agent
Agreement, and the Improvement Fund will be closed.
Attachment 4
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Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure
The Special Tax will be collected in the same manner and the same time as ad valorem
property taxes, except at the City’s option, the Special Taxes may be billed directly to property
owners. In the event of a delinquency in the payment of any installment of Special Taxes, the
City is authorized by the Act to order institution of an action in superior court to foreclose the lien
therefor.
The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the
Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and
thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought
current), an action in the Alameda County Superior Court to foreclose the lien of any Special
Tax or installment thereof not paid when due as provided in the following two paragraphs. The
Administrative Services Director shall notify the City Attorney of any such delinquency of which
the Administrative Services Director is aware, and the City Attorney shall commence, or cause
to be commenced, such proceedings.
On or about June 30 of each Fiscal Year, the Administrative Services Director shall
compare the amount of Special Taxes theretofore levied in Improvement Area No. 3 to the
amount of Special Tax Revenues theretofore received by the City, and:
(i) Individual Delinquencies. If the Administrative Services Director
determines that any single parcel subject to the Special Tax in Improvement Area
No. 3 is delinquent in the payment of Special Taxes for two years or in the
aggregate amount of $10,000 or more, then the Administrative Services Director
shall send or cause to be sent a notice of delinquency (and a demand for
immediate payment thereof) to the property owner within 45 days of such
determination, and, if the delinquency remains uncured, foreclosure proceedings
shall be commenced by the City within 90 days of such determination.
(ii) Aggregate Delinquencies. If the Administrative Services
Director determines that the total amount of delinquent Special Tax for the entire
Improvement Area No. 3 (including the total of delinquencies under subsection (i)
above), exceeds 5% of the total Special Taxes levied on all parcels in
Improvement Area No. 3 for the Fiscal Year ending on such June 30, the
Administrative Services Director shall notify or cause to be notified property
owners who are then delinquent in the payment of Special Taxes (and a demand
for immediate payment of the delinquency) within 45 days of such determination,
and shall commence foreclosure proceedings within 90 days of such
determination against each parcel of land in Improvement Area No. 3 for which a
Special Tax delinquency remains uncured.
Under the Act, foreclosure proceedings are instituted by the bringing of an action in the
superior court of the county in which the parcel lies, naming the owner and other interested
persons as defendants. The action is prosecuted in the same manner as other civil actions. In
such action, the real property subject to the special taxes may be sold at a judicial foreclosure
sale for a minimum price which will be sufficient to pay or reimburse the delinquent special
taxes.
The owners of the Bonds benefit from the Reserve Fund established pursuant to the
Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with
Attachment 4
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respect to the Bonds are significant enough to completely deplete the Reserve Fund, there
could be a default or a delay in payments of principal and interest to the owners of the Bonds
pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of
foreclosure sales. Provided that it is not levying the Special Tax at the annual Maximum Special
Tax rates set forth in the Rate and Method, the City may adjust (but not to exceed the annual
Maximum Special Tax) the Special Taxes levied on all property within Improvement Area No. 3
subject to the Special Tax to provide an amount required to pay debt service on the Bonds and
to replenish the Reserve Fund.
Under current law, a judgment debtor (property owner) has at least 140 days from the
date of service of the notice of levy in which to redeem the property to be sold. If a judgment
debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside
the sale, which must be brought within 90 days of the date of sale. If, as a result of such an
action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is
entitled to interest on the revived judgment as if the sale had not been made (California Code of
Civil Procedure Section 701.680).
Foreclosure by court action is subject to normal litigation delays, the nature and extent of
which are largely dependent upon the nature of the defense, if any, put forth by the debtor and
the condition of the calendar of the superior court of the county. Such foreclosure actions can
be stayed by the superior court on generally accepted equitable grounds or as the result of the
debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon
foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem
taxes and special assessments.
No assurances can be given that the real property subject to a judicial foreclosure sale
will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special
Tax installment. The Act does not require the District to purchase or otherwise acquire any lot
or parcel of property foreclosed upon if there is no other purchaser at such sale.
Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the
Act be sold for not less than the amount of judgment in the foreclosure action, plus post-
judgment interest and authorized costs, unless the consent of the owners of 75% of the
outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the District, as
judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,”
where the District could submit a bid crediting all or part of the amount required to satisfy the
judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser
under a credit bid, the District must pay the amount of its credit bid into the redemption fund
established for the Bonds, but this payment may be made up to 24 months after the date of the
foreclosure sale.
Additional Bonds
Parity Bonds for Refunding Purposes Only. The City may issue Parity Bonds solely
as Refunding Bonds (defined below) and subject to the following additional specific conditions
precedent:
(A) Compliance. The City shall be in compliance with all covenants set forth
in the Fiscal Agent Agreement and all Supplemental Agreements.
Attachment 4
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(B) Same Payment Dates. The Supplemental Agreement providing for the
issuance of such Parity Bonds shall provide that interest thereon shall be payable on
Interest Payment Dates, and principal thereof shall be payable on September 1 in any
year in which principal is payable on the Parity Bonds (provided that there shall be no
requirement that any Parity Bonds pay interest on a current basis).
(C) Separate Funds; Reserve Fund Deposit. The Supplemental Agreement
providing for the issuance of such Parity Bonds may provide for the establishment of
separate funds and accounts and may, in the alternative, provide for subaccounts within
the funds and accounts established hereunder. The Supplemental Agreement shall
specify whether or not the Parity Bonds are secured by the Reserve Fund on a parity
with the 2021 Bonds, and if so, proceeds of the Parity Bonds shall be deposited into the
Reserve Fund in the amount that shall cause the balance in the Reserve Fund to be
equal to the Reserve Requirement for the Bonds to be outstanding following issuance of
the Parity Bonds that are secured by the Reserve Fund.
(D) Officer’s Certificate. The City shall deliver to the Fiscal Agent an
Officer’s Certificate certifying that the conditions precedent to the issuance of such Parity
Bonds as Refunding Bonds set forth in subsections (A), (B), and (C) have been satisfied.
As used herein, “Refunding Bonds” means bonds issued by the City for the District, the
net proceeds of which are used to refund all or a portion of the then-Outstanding Bonds;
provided that (i) the total interest cost to maturity on the refunding bonds plus the principal
amount of the refunding bonds is less than the total interest cost to maturity on the Bonds to be
refunded plus the principal amount of the Bonds to be refunded and (ii) the final maturity of the
Refunding Bonds is not later than the final maturity of the Bonds being refunded.
Subordinate Bonds. Nothing in the Fiscal Agent Agreement prohibits the City from
issuing any other bonds or otherwise incurring debt secured by a pledge of the Special Tax
Revenues subordinate to the pledge thereof for the Bonds and Parity Bonds.
Attachment 4
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DEBT SERVICE SCHEDULE
The annual debt service on the Bonds (including mandatory sinking fund payments),
based on the interest rates and maturity schedule set forth on the cover of this Official
Statement, is set forth below.
Improvement Area No. 3
Community Facilities District No. 2015-1 (Dublin Crossing)
Special Tax Bonds Series 2021
Debt Service
Year Ending
(Sept. 1)
Principal
Interest
Total
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
Total
* Paid from capitalized interest.
Attachment 4
767
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THE DUBLIN CROSSING PROJECT
The Developer has provided the following information with respect to development of the
Dublin Crossing Project. No assurance can be given that all information is complete. No
assurance can be given that development of the property will be completed, or that it will be
completed in a timely manner. Since the ownership of the parcels is subject to change, the
development plans outlined below may not be continued by the subsequent owner if the parcels
are sold, although development by any subsequent owner may be subject to the Development
Agreement and will be subject to the policies and requirements of the City. No assurance can
be given that the plans or projections detailed below will actually occur.
The property in Improvement Area No. 3 is part of the larger Dublin Crossing project
(“Dublin Crossing Project”). The Dublin Crossing Project consists of approximately 190 acres,
of which approximately 48.5 gross acres (8.9 net taxable acres) is within Improvement Area No.
3, approximately 33 gross acres (20 net taxable acres) is within Improvement Area No. 1,
approximately 39 gross acres (33 net taxable acres) is within Improvement Area No. 2, and the
remainder, approximately 69.5 acres, is within property identified as Future Annexation Area.
Dublin Crossing Specific Plan
The Dublin Crossing Specific Plan (“Specific Plan”), as amended from time to time, is a
plan for the orderly development of approximately 190 acres located in the center of the City,
north of Interstate 580 and Dublin Boulevard. The site is located at the southern edge of the
2,485-acre Camp Parks Reserve Forces Training Area (“Camp Parks”). The U.S. Army
Reserve (the “Army Reserve”) and the Developer have an agreement whereby the Army
Reserve has and will transfer the Specific Plan portions of the Camp Parks site to the
Developer, as described below.
Development in the Specific Plan area is generally planned to be comprised of
residential units, parks and open space, and a school. Specifically, Specific Plan development
includes a maximum of up to 1,995 residential units, a 30 net-acre Community Park, 2 acres of
open space, and a school site. The Specific Plan also allows, but nothing requires, the
development of up to 200,000 square feet of commercial use. The Developer does not currently
intend to develop any commercial uses.
The Specific Plan area is generally flat and buildable, with homes currently under
construction and a significant portion undeveloped. Two seasonal drainage channels traverse
the site, one north to south generally through the middle of the project site, and another along
the eastern border, parallel to Arnold Road.
The City of Dublin General Plan (1985) provides a broader city-wide framework to
support future land use and development decisions in the Specific Plan area. California state
law requires the Specific Plan to be consistent with the policies and standards contained in the
General Plan. Together with the Specific Plan, the City will approve any necessary General Plan
amendments to provide for the land uses, goals and policies in the Specific Plan. In situations
where policies or standards relating to a particular subject have not been provided in the
Specific Plan, the existing policies and standards in the General Plan will continue to apply.
Regional Setting. The Specific Plan area is located in eastern Alameda County, near
the center of the Tri-Valley region. As a part of the Eastern San Francisco Bay Area, the City of
Dublin plays an important regional role due to its close proximity to major metropolitan centers,
Attachment 4
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including San Francisco (35 miles northwest), Oakland (30 miles northwest) and Silicon Valley
(25 miles southwest). The City is home to the Dublin/Pleasanton and West Dublin/Pleasanton
Bay Area Rapid Transit (BART) stations, Interstates 580 and 680, and the Iron Horse Regional
Trail, a multi-modal trail that links numerous cities within Alameda and Contra Costa counties.
Local Setting. The approximate 190-acre Specific Plan area is centrally located in the
City of Dublin and is bound by a network of streets: 5th and 6th streets to the north on the active
Camp Parks installation; Arnold Road to the east; Dublin Boulevard to the south; and Scarlett
Drive (with future extension) to the west. The Specific Plan area location adjacent to the Iron
Horse Regional Trail, and close to the Dublin/Pleasanton BART station, with the station
entrance approximately one-third mile to the south of the project area boundary, offer a possible
amenity for urban-oriented buyers.
Background-Reuse of Former Army Reserve Property. The Specific Plan is the result
of a multi-year effort by the Army Reserve, the City, community members, and Dublin Crossing
Venture, LLC (previously defined as the “Prior Owner”) to create a plan for development of the
Specific Plan area.
In 2002, the Army Reserve formally requested an amendment to the General Plan to
change the land use designation on the project site from “Public Lands” to a combination of
commercial retail, office space, residential, and open space uses. On April 15, 2003, the Dublin
City Council authorized the commencement of a General Plan Amendment study to initiate a
comprehensive General Plan Amendment and Specific Plan program over an approximately
172-acre portion of the 2,485-acre Camp Parks area (the “Army Reserve Property”), a 8.5-
acre parcel (the “NASA Property”) owned by the National Aeronautics and Space
Administration (“NASA”), and an 8.7-acre Alameda County Surplus Property Authority parcel
(the “ACSPA Property”).
The General Plan Amendment study did not authorize a change in the land use
designation on the property but permitted City staff, in partnership with the Army Reserve, to
engage the involvement of the community in several strategic visioning meetings. These
meetings were used to create a cohesive vision for future development of the site. Based on the
information provided from several community meetings, five conceptual land use plans, each
illustrating different land use scenarios, were formulated. The City Council held a series of
meetings in 2005 to review the five conceptual land use alternatives. Input from these meetings
served as the basis for selecting a preferred land use plan for future development of the area.
In December 2007, the Army Reserve and NASA prepared a “Notice of Availability” to
solicit a master developer for the Camp Parks Real Property Exchange Area. The Prior Owner
and the United States Army Corps of Engineers entered into an exchange agreement dated
March 4, 2011 (the “Exchange Agreement”). The Exchange Agreement provided the Army
Reserve with an opportunity to construct new and modernize existing facilities through the
provision of approximately 172-acres of the Army Reserve Property (in addition to the NASA
Property and the ACSPA Property), to a developer in exchange for Camp Parks facilities
improvements. The Exchange Agreement is not a part of the Specific Plan but was necessary to
facilitate acquisition of the property by the Prior Owner.
In October 2008, the Army Reserve announced the selection of the master developer for
the exchange project. In April 2011, the Prior Owner and the Army Reserve officially finalized
the Exchange Agreement, authorizing the Prior Owner to commence the General Plan
Amendment and Specific Plan process.
Attachment 4
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Pursuant to the Exchange Agreement, the Prior Owner and the Army Reserve agreed
that the Prior Owner has the right acquire the Army Reserve Property from the Army Reserve in
phases, as certain facilities (located outside of the Dublin Crossing Project) are constructed by
the Prior Owner and conveyed to the Army Reserve. When purchasing property from the Prior
Owner, the Developer assumed all rights and obligations under the Exchange Agreement. The
Prior Owner and, following its acquisition of the project, the Developer acquired portions of the
Army Reserve Property, as described in the table at “THE DUBLIN CROSSING PROJECT –
Status of Construction of the Dublin Crossing Project.” As of December 2019, all five phases of
the Army Reserve Property was acquired by Developer pursuant to the Exchange Agreement.
In addition to the Exchange Agreement, the Prior Owner entered into an agreement
dated January 11, 2013 (the “NASA Agreement”) with NASA for the purchase of the NASA
Property located adjacent to the Army Reserve Property, which will be part of Phase 2 of the
Dublin Crossing Project. When purchasing property from the Prior Owner, the Developer
assumed all rights and obligations under the NASA Agreement. On August 28, 2015, the
Developer acquired the NASA Property.
In addition to the Exchange Agreement and the NASA Agreement, the Prior Owner
entered into an agreement with the City (the “City Agreement”) for the purchase of the ACSPA
Property, which will be part of Phase 2 of the Dublin Crossing Project. When purchasing
property from the Prior Owner, the Developer assumed all rights and obligations under the City
Agreement. On March 23, 2017, the Developer acquired the ACSPA Property.
The Army Reserve Property, the NASA Property, and the ACSPA Property, collectively,
comprise the property to be developed as the Dublin Crossing Project. All such property is
subject to the Amended and Restated Development Agreement, dated November 20, 2018, by
and between the City and the Developer (as amended from time to time, the “Development
Agreement”). The Development Agreement allows for the construction of up to 1,995
residential units, a 30-net acre community park, open space, a school site, and associated
infrastructure to serve the project area described in the Dublin Crossing Specific Plan, approved
by the City in 2013 pursuant to Resolution No. 187-13. The Development Agreement also
allows, but nothing requires, the development of up to 200,000 square feet of commercial use.
The Developer does not currently intend to develop any commercial uses. The Development
Agreement may be amended from time to time.
In 2015, the Developer acquired from the Prior Owner certain property in the Dublin
Crossing Project (including all of Phase 1A) as well as the rights to develop the remainder of the
property in the Dublin Crossing Project.
The Exchange Agreement, NASA Agreement and City Agreement provide for the
acquisition of the property in six phases, as follows:
Phase 1A: Phase 1A was acquired from the Army Reserve by the Prior Owner
and was sold by the Prior Owner to the Developer on August 28, 2015. As consideration
for the acquisition from the Army Reserve, the Prior Owner constructed a facility known
as the Access Control Point.
Phase 1B: Phase 1B was acquired from the Army Reserve by the Developer on
October 19, 2016. As consideration for the acquisition from the Army Reserve, the
Developer constructed various infrastructure roads and utilities for the Army Reserve.
Attachment 4
770
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Phase 2: Phase 2 was acquired in three transactions. First, a portion of Phase 2
was acquired from the Army Reserve by the Developer on March 17, 2017. As
consideration for the acquisition from the Army Reserve, the Developer constructed area
maintenance support facilities. Second, the NASA Property was acquired by the
Developer on August 28, 2015. Third, on March 23, 2017, the Developer acquired the
ACSPA Property.
Phase 3: Phase 3 was acquired from the Army Reserve by the Developer on
May 30, 2018, following the completion of a regional medical training site costing
approximately $22,097,000.
Phase 4: Phase 4 was acquired from the Army Reserve by the Developer in
December 2017, following the completion of, or alternatively posting security for, the
completion of an army regional training center estimated to cost $12,926,000.
Phase 5: Phase 5 was acquired from the Army Reserve by the Developer in
December 2019, following the completion of a logistical warehouse estimated to cost
$8,281,000.
The Developer anticipates developing each phase of the Dublin Crossing Project
following acquisition of the applicable phase from the Army Reserve, and then developing the
property in five phases, as described in the Development Agreement and as follows:
Phase 1A/1B: Phase 1A is expected to consist of 313 single-family units (69
detached and 244 attached). At the time of formation of the District, Phase 1A was the
only property in Improvement Area No. 1. Phase 1B consists of 140 single-family units
(60 detached and 80 attached). At the time of formation of the District, Phase 1B was
part of the Future Annexation Area. On June 20, 2017, the owners of Phase 1B
(CalAtlantic and Brookfield Fillmore LLC) submitted consents to the City for the
annexation of their respective Phase 1B property into Improvement Area No. 1, and
Phase 1B is now part of Improvement Area No. 1. As discussed below under Phase 2, a
portion of Phase 2 (i.e., property to be developed as 16 attached units) was determined
to be part of Improvement Area No. 1. For purposes of this Official Statement, reference
to Phase 1A/1B will be deemed to include the 16 units from Phase 2.
Phase 2: Phase 2 is expected to consist of 492 single-family units (134 detached
and 358 attached) and a portion of the 30-acre public park. The Developer is also
constructing a 15,000 square foot recreation center that will eventually be owned by the
homeowner’s association; the cost is estimated at $14,309,000 and is anticipated to be
opened in late 2019. On July 19, 2018, the owners of Phase 2 submitted consents to the
City for the annexation of a portion of the Phase 2 property into Improvement Area No.
2. For various reasons, the owners annexed property to be developed as 492 single-
family units (134 detached and 358 attached) into Improvement Area No. 2, and the
property to be developed as 16 attached units was determined to be in Improvement
Area No. 1. For purposes of this Official Statement, references to Phase 2 will mean the
property to be developed as 492 single-family units that was annexed into Improvement
Area No. 2 and shall not include the 16 projected units that are located in Improvement
Area No. 1.
Phase 3: Phase 3 is expected to consist of 287 single-family units (77 detached
and 210 attached), a portion of the 30-acre public park, and a school site. At the time of
formation of the District, Phase 3 was part of the Future Annexation Area. On April 4,
Attachment 4
771
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2019, the sole owner of taxable property in Phase 3 (i.e., the Developer) submitted its
consent to the City for the annexation of its Phase 3 property into Improvement Area No.
3, and Phase 3 is now Improvement Area No. 3.
Phase 4: Phase 4 is expected to consist of 166 single-family units (75 detached
and 91 attached) and approximately 2 acres of open space. Phase 4 has not yet been
annexed to the District.
Phase 5: Phase 5 is expected to consist of 344 single-family units (162 detached
and 182 attached). Phase 5 has not yet been annexed to the District.
Improvement Area No. 3 comprises the expected 287 lots in Phase 3. None of the land
in Improvement Area No. 1, Improvement Area No. 2, or the Future Annexation Area is subject
to the Special Tax securing the Bonds.
The table below shows the expected phases within the Dublin Crossing Project and
expected construction commencement dates.
STATUS OF CONSTRUCTION OF THE DUBLIN CROSSING PROJECT
Phase/Projected
Improvement
Area
Projected
Land Development
Tract Map
Status
Projected
Schedule
Phase 1A/1B
Improvement
Area No. 1
469 units (129 single-family detached units;
and 340 single-family attached units)
N/A Finished lots in early 2017, housing
construction commenced mid-2017.
As of June 15, 2021, approximately
463 of the 469 units have closed
escrows with homeowners.
Phase 2
Improvement
Area No. 2
134 single-family detached units; 358 single-
family attached units; and a portion of the 30-
acre park; the Developer is also constructing
a 15,000 square foot recreation center that
will eventually be owned by the homeowner’s
association (est. cost $14.3 million)
N/A Lots and housing commencement
subject to housing market; sheet
graded & finished pads sold in
December 2017. As of June 15,
2021, approximately 218 of the 492
units have closed escrows with
homeowners.
Phase 3
Improvement
Area No. 3
77 single-family detached units; 210 single-
family attached units; a portion of the 30-acre
park; and a school site
(1) Acquisition from Army Reserve on
May 30, 2018; housing production
and sales underway, as described
herein.
Phase 4
Improvement
Area No. 4
75 single-family detached units; 91 single-
family attached units; and approximately 2
acres of open space
N/A Acquisition from Army Reserve in
December 2017; Lots and housing
commencement subject to housing
market.
Phase 5
Improvement
Area No. 5
162 single-family detached units; and 182
single-family attached units
N/A Acquisition from Army Reserve in
December 2019; Lots and housing
commencement subject to housing
market.
__________
(1) See “IMPROVEMENT AREA NO. 3 – Improvement Area No. 3 Ownership.”
Only the property in Improvement Area No. 3 is subject to the Special Tax that
secures payment on the Bonds. The property that is in Improvement Area No. 1,
Attachment 4
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Improvement Area No. 2, and the property that is anticipated to be developed as Phases
4 and 5, inclusive, are not subject to the lien of the Special Tax and are not anticipated to
be subject to a special tax securing the Bonds in the future.
Public Improvements Required for the Dublin Crossing Project
Improvements. The following table shows the improvements and fees required for (i) the
development of the Dublin Crossing Project (including Phase 3) and (ii) separately, Phase 3
(i.e., Improvement Area No. 3) of the Dublin Crossing Project. The table also identifies those
improvements and fees that are authorized to be financed by the District (i.e., Improvement
Area No. 3, Improvement Area No. 1, Improvement Area No. 2, and all future Improvement
Areas). Finally, the table illustrates the improvements and fees payable by the Developer and
those to be paid by the current Merchant Builders of Improvement Area No. 3 and merchant
builders in Improvement Area No. 1, Improvement Area No. 2, and future Improvement Areas.
Cost estimates are as of June 15, 2021.
Estimated Project Costs
Estimated Costs for
Dublin Crossing
Project
Estimated Costs
for Improvement
Area No. 3
Estimated Costs to be Incurred by Developer
Development Agreement Fees
Affordability in lieu fee
$29,800,000
2,500,000
$4,169,000
408,000
City, DSRSD(1) & Zone 7(2) Permits and Fees 11,305,000 1,643,000
City, DSRSD, & Zone 7 Infrastructure Improvements 78,789,000 19,760,000
Park Improvements 20,857,000 6,952,000
Recreation Center 15,121,000 0
Design, Easements, Right of Way, Etc. 41,980,000 7,118,000
Subtotal $200,352,000 $40,050,000
Estimated Costs to be Incurred by Merchant Builders
City, DSRSD, & Zone 7 Permits and Fees $169,624,000 $25,988,000
Total Estimated Project Costs $369,976,000 $66,038,000
Estimated Costs Eligible for CFD Financing $206,927,000 $46,332,000
____________________
(1) Dublin-San Ramon Services District (herein, “DSRSD”), which has entered into a joint community facilities agreement with the City.
(2) Zone 7 of the Alameda County Flood Control and Water Conservation District (herein, “Zone 7”), which has entered into a joint
community facilities agreement with the City.
Of the total estimated amounts required to be expended by the Developer for the Dublin
Crossing Project (not including land acquisition, military structure design and construction, and
related expenses) in the total of $200,352,000, the Developer has expended approximately
$162,652,000, as of June 15, 2021.
Acquisition Agreement
In connection with the issuance of special tax bonds for Improvement Area No. 1, the
Developer and the City entered into an Acquisition Agreement, dated as of July 18, 2017 (as
amended by the First Amendment to Acquisition Agreement, dated December 4, 2018, and as it
may be amended from time-to-time, the “Acquisition Agreement”). Pursuant to the Acquisition
Attachment 4
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Agreement, the City will purchase certain public capital improvements and finance certain
development impact fees for the construction of public capital improvements (referred to herein
as the “Authorized Improvements”) from the Developer, but solely from the net proceeds of
bonds issued for the District, certain investment earnings thereon and special taxes collected
within each Improvement Area of the District that are allocated to Authorized Improvements.
The improvements shown in the above Estimated Costs Eligible for CFD Financing to be
incurred by the Developer, the current Merchant Builders, and future merchant builders are the
Authorized Improvements and are eligible for financing pursuant to the Acquisition Agreement.
When the Developer or a merchant builder has completed an Authorized Improvement, it may
submit payment requisition to the City requesting payment of its “Actual Cost” incurred (as
defined in the Acquisition Agreement). The City will determine if the Authorized Improvement
thereof has been completed to City standards and whether all required documentation, such as
proper conveyance of title (where that is required), lien releases, title insurance, etc. has been
submitted. If the City so determines, the City will review the payment requisition, and may
request additional information to substantiate the requisition, and may disallow portions not
properly substantiated. To the extent the payment requisition is approved by the City, the City
will submit a disbursement request form to the Fiscal Agent, requesting the Fiscal Agent to
make payment for the approved costs to the extent funds are available in the Improvement
Fund. For capital improvement fees that are part of the Authorized Improvements, such fees will
be paid out of the proceeds of bonds through a similar requisition process as described above.
The net proceeds of the Bonds, certain investment earnings thereon and the Special Tax
are expected to be sufficient to fund a portion, but not all, of the Authorized Improvements.
The Developer anticipates that bond proceeds from the property in future phases of the
Dublin Crossing Project, revenues from land sales, and Developer’s equity will be used to fund
some or all of the remaining portion of the Authorized Improvements.
The Rate and Method provides that the funding of improvement costs can also be made
from collections of the Special Tax available as the “pay-as-you-go” component of Special
Taxes, also described herein as the Remainder Taxes. The Remainder Taxes will provide for
funding of the cost of the Authorized Improvements. By agreement between the City and the
Developer, Remainder Taxes are limited to 15 years from each Improvement Area and the
Developer expects to utilize it for that time period. See “SECURITY AND SOURCES OF
PAYMENT FOR THE BONDS – Special Tax Methodology” and “ – Special Tax Fund.”
Groundwater Testing Required by SFRWQCB
In early November 2018, the City was informed by the Developer that it received a letter
from the San Francisco Bay Regional Water Quality Control Board (“SFRWQCB”), dated
November 5, 2018, regarding results of testing groundwater from a particular area of the Dublin
Crossing Project. The letter required that the Developer submit a workplan and schedule to
complete site characterization and develop a conceptual site model for volatile organic
compounds, including trichloroethylene, in groundwater, soil, and soil vapor at the project site.
Since that date the Developer has conducted extensive testing of soil, soil vapor, and
groundwater as described further below as of May 1, 2021:
Approximately 90% of the Dublin Crossing Project is being constructed on lands
previously used for military and military related purposes as part of the Camp Parks
facility. According to the “Final Finding of Suitability to Transfer” (the “FOST”) prepared
by the U.S. Army Corp of Engineers under DTSC oversight, and investigations
Attachment 4
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conducted by environmental consultants, materials deemed hazardous under state and
federal law were released during the operation of Camp Parks, including petroleum
products, solvents, radionuclides, and lead-based paint used in the buildings on site.
The FOST and other reports prepared by environmental consultants concluded that the
releases likely occurred in connection with the operations on Camp Parks property due
to spills around above-ground and below-ground gasoline and diesel storage tanks and
gas station, and in connection with vehicle repair and service. The FOST identified
eleven (11) sites on the Camp Parks property in which one or more of the above-
referenced hazardous materials were present in soils or in groundwater. These sites
were designated for remediation according to a work plan described in detail in the
FOST. According to the FOST, as of January 10, 2014, all environmental soil and
groundwater remediation activities required for the Camp Parks property had been
completed or were in place and operating properly and successfully, and all portions of
the Camp Parks property planned for residential use were suitable for residential
development.
Despite the FOST and the assessments conducted by environmental experts
and soil remediation activities previously performed under DTSC oversight at the Dublin
Crossing Project, as described above, there is always some degree of environmental
risk associated with the redevelopment of properties that once contained hazardous
materials. Although all required governmental approvals were obtained to certify all
necessary assessments and remediation of soils and groundwater had been conducted
within the Dublin Crossing Project, such governmental approvals do not guarantee that
previously undiscovered conditions will not be subsequently discovered beneath the
surface. For example, additional undiscovered conditions could be present within the
Dublin Crossing Project, including, without limitation, other hazardous volatile organic
compounds (“VOCs”) or hydrocarbon substances or oil and gas substances, or the
existence of other gases, any or all of which may migrate through the soils toward the
surface of the soils within the Dublin Crossing Project. These same VOCs and other
hazardous materials can also migrate through the groundwater, contaminating the soils
and releasing gases into indoor air above the surface, potentially requiring additional
investigation, remediation, and/or mitigation.
In 2018, during construction activities along Chabot Creek, groundwater was
encountered at approximately fifteen (15) feet below the ground surface of the property
being developed as a shallow drainage channel. This shallow drainage channel is in the
area North of Horizon Parkway and West of Sterling Street. The construction permit
required that any groundwater encountered during the construction be sampled and, as
a result, two groundwater samples were collected and low levels of trichloroethylene
(“TCE”), a common cleaning solvent, which has been classified as a human carcinogen
were reported by the analytical laboratory.
After the samples were submitted to it in 2018, the SFRWQCB responded with a
letter requiring additional investigation of the source and extent of TCE at the Dublin
Crossing Project. The SFRWQCB expressed concern that “These concentrations
indicate a potential threat of vapor intrusion for TCE, which is known to cause acute and
chronic effects to a developing human fetus” (United States Environmental Protection
Agency 2014). The Developer then retained experts in human health risk assessment
from Ramboll US Consulting, Inc. (“Ramboll”) to work closely with SFRWQCB staff to
conduct a systematic, multi-round investigation of groundwater, soil and soil vapor in the
area.
Attachment 4
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The purpose of the Ramboll investigation and sampling program was to
determine if TCE or other potentially harmful VOCs were present in the subsurface at
concentrations that could migrate into the homes and expose residents to adverse
health effects. Groundwater at the Dublin Crossing Project is not used for drinking water.
It is being sampled only because VOCs in groundwater could result in exposure to
humans if they migrate into soil gas and then into enclosed structures. Sampling results
are compared to two types of numeric standards used by the SFRWQCB: “long-term
screening levels” which assume exposure 24 hours/day, 350 days/year for 26 years and
“short-term screening levels” which assume short-term exposure to the chemical for
sensitive populations, particularly pregnant women. Each type of VOC is assigned
different long-term screening levels for groundwater, soil vapor and soil. TCE is the only
chemical for which the SFRWQCB has short-term screening levels. These levels were
revised by the SFRWQCB in early 2019 and the levels for TCE in soil vapor became
approximately 15 times more stringent than the levels effective in 2018. If a chemical
exceeds a screening level, it means further evaluation is necessary to determine if there
is an actual health risk requiring a response.
Ramboll’s sampling program supervised by the SFRWQCB included the
installation of 40 groundwater monitoring wells, 158 soil vapor borings, and the collection
of a total of 58 soil, 206 soil gas, and 101 groundwater samples acres at the Dublin
Crossing Project. The focus of the investigation has been on TCE; however, some
samples have also been tested for all VOCs. To date, sampling has been performed
near the shallow drainage channel where TCE was first detected, and in all the
neighborhoods currently developed or under development including those named
Abbey, Huntington, Downing, Fillmore, Gramercy, Huntington, Hyde Park, Lincoln,
Madison, Mulholland, Newbury, Gramercy, Sunset, Union and Wilshire neighborhoods.
Out of the 206 soil vapor samples collected, TCE in soil vapor has been detected
at a concentration higher than the new long-term screening level in five locations, two of
which are on Nugget Way between the Huntington and Lincoln neighborhoods. TCE in
soil vapor has been detected at one location in a street above the new short-term
screening level, on Beechwood Loop near Rosewood Road, however it was detected
below the new short-term screening level during recent sampling in October 2020. There
have also been detections of other VOCs in soil vapors such as tetrachloroethylene (a
cleaning solvent used by dry cleaners), benzene/ethylbenzene (compounds found in
petroleum products), and chloroform/bromodichloromethane/dibromochloromethane
(byproducts of chlorine which is often used as a disinfectant) above the new levels for
long-term exposures. Methane has also been detected in some soil gas samples five
feet below ground surface in portions of the Community. According to the SFRWQCB’s
guidance document, methane is non-toxic and is typically not evaluated in chemical risk
assessments which focus on cancer risks and non-cancer hazards. Methane is a simple
asphyxiant and is a fire and explosion hazard when found at certain concentrations in air
in enclosed structures. No methane has been detected above the surface – outside of,
or inside – structures in the community. Methane is a naturally occurring compound
comprised of hydrogen and carbon and is generated by natural decay of organic
compounds and is also used as natural gas generally supplied to homes for use in
appliances such as water heaters, furnaces and stoves. The source of the methane has
been determined to be natural, not man-made.
Attachment 4
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TCE in groundwater has been detected above the short-term screening level in
ten locations in the Huntington and Lincoln neighborhoods north of El Dorado and west
of Sterling Street. TCE has been detected in groundwater above the long-term screening
levels in a number of locations in this same area.
The investigation is expected to continue under SFRWQCB oversight. A
complete Site Characterization, Conceptual Site Model and Risk Assessment Report
was submitted to the SFRWQCB for review in February 2020. The report was revised to
include responses to comments received from the SFRWQCB and resubmitted on
December 12, 2020. On May 10, 2021, the Developer responded to further comments
received from the SFRWQCB regarding groundwater use at the site. There is no current
estimate for the completion of the investigation, and no specific source of VOC
contamination has been identified. The Developer continues to work with the SFRWQCB
to evaluate the results and work together to determine appropriate next steps. Because
the investigation has not been completed, no final determination has been made as to
whether potential risks identified in the sampling results pose actual risks requiring
mitigation measures. Given the sampling results to date, the Developer is confident that,
if required, it can successfully address any issues that may arise due to the low level
VOC detection without compromising completion of the project and its commitment to
the health and safety of current and future residents.
Ongoing tests will continue and mitigation measures, if any are required, will be
implemented by the Developer and/or the Merchant Builders as necessary for marketing of
homes in the District to continue. See also the availability of further information at the website
referred to in the following subsection, however the Developer assumes no responsibility for the
accuracy or completeness of information on the website.
Current Status of Home Marketing. As a result of the above concerns, the Merchant
Builders have taken certain actions with respect to the construction, marketing and sales of
homes, which include the following.
Homebuyer Disclosure Statement. As a part of the purchase process, the Merchant
Builders are delivering to prospective homebuyers a disclosure statement captioned “Boulevard
Community Supplemental Disclosure Statement Environmental Condition of Community” (the
“Homebuyer Disclosure”) which presents similar information as stated above, which
homebuyers are required to acknowledge and confirm receipt of by written signature. The
Homebuyer Disclosure includes the following statement:
More specific information about soil vapor sample locations and concentration is
available in the reports available at the following link:
https://geotracker.waterboards.ca.gov/profile_report?global_id=T10000006047&mytab=s
itedocument
Neither the Developer nor any of the Merchant Builders have independently
verified this information and assume no responsibility for its accuracy or completeness
of the information on the internet site described above. It is only provided as a
convenience to enable investors to more easily commence their own independent
investigations if they so choose. The information on that internet site is not a part of this
Official Statement and is not incorporated by reference into this Official Statement.
Attachment 4
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Market Pricing and Absorption Analysis
In connection with the issuance of the Bonds, the City hired RCLCO Real Estate
Consulting, Los Angeles, California (the “Pricing Consultant”) to prepare a market pricing and
absorption analysis for the homes planned for Phase 3 of the residential development program
in the District, dated May 21, 2021 (the “Pricing Report”). The Pricing Report included market
pricing and absorption analysis for the Phase 3 lots anticipated to be constructed in
Improvement Area No. 3 (i.e., 287 single-family units, consisting of 77 detached and 210
attached units). The City is not obligated to make, and has not undertaken to make, an
independent verification of the information contained in the Pricing Report and assumes no
responsibility for the accuracy or completeness of the Pricing Report. A copy of the Pricing
Report is set forth in its entirety as APPENDIX E – PRICING REPORT.
IMPROVEMENT AREA NO. 3
Formation of the District
On April 21, 2015, the City Council adopted a Resolution of Intention to form a
community facilities district under the Act, to levy a special tax and to incur bonded
indebtedness for the purpose of financing the Authorized Improvements. After conducting a
noticed public hearing, on June 2, 2015, the City Council adopted the Resolution of Formation,
which established the District and Improvement Area No. 1 thereof, and designated the Future
Annexation Area, which may include all or a portion of four additional improvement areas
described as Improvement Area No. 2, Improvement Area No. 3, Improvement Area No. 4, and
Improvement Area No. 5. The Resolution of Formation also set forth the Rate and Method within
the District and each Improvement Area, and set forth the necessity to incur bonded
indebtedness in a total amount not to exceed $150 million for the District. On the same day, an
election was held within the District in which the Prior Owner (who was then the only eligible
landowner voter in the District) unanimously approved the proposed bonded indebtedness and
the levy of the Special Tax.
Improvement Area No. 3. On April 4, 2019, each of the owners of the property in
Improvement Area No. 3 at the time executed and delivered to the City a separate Unanimous
Approval, wherein the owner requested the annexation of their property into Improvement Area
No. 3. All of the property that was the subject of the Unanimous Approvals were part of the
Future Annexation Area. Pursuant to the Mello-Roos Act, the execution of a Unanimous
Approval is all that is required to annex property that is identified as part of the Future
Annexation Area into an existing or new improvement area within the District. On May 10, 2019,
a Notice of Special Tax Lien was recorded against the property in Improvement Area No. 3 by
Instrument No. 2019087251. The Notice of Special Tax Lien establishes the lien of special taxes
pursuant to the Rate and Method of Apportionment of Special Tax for Improvement Area No. 3
against all of the property in Improvement Area No. 3. Improvement Area No. 3 is eligible to
finance all of the improvements required for the development of the Dublin Crossing Project. As
part of the Unanimous Approval, the bonded indebtedness limit for Improvement Area No. 3
was established at $26 million. See “IMPROVEMENT AREA NO. 3 – Improvement Area No. 3
Ownership” below.
To finance Authorized Improvements that will be owned by the Dublin-San Ramon
Services District (previously defined as “DSRSD”), the City, the Developer, and DSRSD entered
into a Joint Community Facilities Agreement dated January 10, 2017. To finance Authorized
Attachment 4
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Improvements to be owned by Zone 7 of the Alameda County Flood Control and Water
Conservation District (previously defined as “Zone 7”), the Developer entered into a Joint
Community Facilities Agreement with the City and Zone 7 dated February 28, 2018.
Future Annexation Area. Land within the Future Annexation Area will be annexed into
an Improvement Area of the District and a special tax will be levied on such territory only with
the unanimous approval of the owner or owners of each parcel or parcels at the time of
annexation into the respective Improvement Area, whereupon a special tax will become a
continuing lien against all non-exempt real property in the annexed portion of the Future
Annexation Area. Bonds for each Improvement Area will be secured by special taxes only from
such respective Improvement Area. Additional bonds for Improvement Area No. 3 are expected
to be issued in the future, subject to the conditions set forth in the Fiscal Agent Agreement.
Special taxes of each Improvement Area will secure only bonds issued by that respective
Improvement Area.
Location and Description of Improvement Area No. 3 and the Immediate Area
Improvement Area No. 3 is generally located in the eastern portion of the master plan.
Improvement Area No. 3 is noncontiguous with 250 lots located between Improvement Area No.
1 and Improvement Area No. 2 along Arnold Road, and 37 lots located to the west of
Improvement Area No. 1 between El Dorado Lane, Columbus Street and Nugget Way. It is in
the immediate vicinity of the Dublin BART (Bay Area Rapid Transit) station and neighborhood
and regional commercial establishments, including Whole Foods, Nordstrom Rack, Best Buy
and a variety of smaller retail stores and restaurants. The development is near multiple off-
ramps of Interstate 580, a major Bay Area freeway. Other adjacent uses include residential,
office and light industrial, and a County jail facility to the north.
Zoning. The land in Improvement Area No. 3 is zoned Dublin Crossing Medium-High
Density Residential (DC M-HDR), Dublin Crossing Medium Density Residential (DC MDR), and
General Commercial/Dublin Crossing High Density Residential (GC/DC HDR). See “THE
DUBLIN CROSSING PROJECT” above.
Seismic Area. According to the Seismic Safety Commission, Improvement Area No. 3 is
located within Zone 4, which is considered to be the highest risk zone in California. There are only
two zones in California: Zone 4, which is assigned to areas near major faults; and Zone 3, which is
assigned to all other areas of more moderate seismic activity. In addition, the District is located in a
Fault-Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as
defined by Special Publication 42 (revised January 1994) of the California Department of
Conservation, Division of Mines and Geology.
Flood Zone Status. Improvement Area No. 3 is located in Flood Zone X – areas
determined to be outside of the 500-year floodplain and determined to be outside of the 1% and
0.2% annual chance floodplains, and flood insurance is not required.
Wildfire Hazards. Land in Improvement Area No. 3 is not located in a High or Very
High Fire Hazard Severity Zone (FHSZ), as defined by CAL FIRE.
Maps. The following pages contain a boundary map of Improvement Area No. 3, an
overview map of Improvement Area No. 3 and the remainder of the District, and an aerial
overview map of Phase 3 within Improvement Area No. 3.
Attachment 4
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[Reserved for CFD boundary map]
Attachment 4
780
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[Reserved for Aerial Overview Map #1]
Attachment 4
781
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[Reserved for Aerial Overview Map #2 (Phase 3)]
Attachment 4
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Improvement Area No. 3 Ownership
The property in Improvement Area No. 3 is expected to be developed into 77 single-
family detached units and 210 single-family attached units (for a total of 287 units), and is
owned (prior to sale of any homes to individual homeowners) as follows:
OWNERSHIP OF PROPERTY IN IMPROVEMENT AREA NO. 3
Owner Neighborhood Tract
Number of
Projected Units
Dublin Crossing, LLC(1) NB 15 - Abbey 8367 60
Dublin Crossing, LLC(1) NB 14 - Gramercy 8367 102
Brookfield Merchant Builder:
Brookfield Bay Area Holdings LLC NB 18 - Mulholland 8365 40
Brookfield Bay Area Holdings LLC NB 17 - Huntington 8368 37
Lennar Merchant Builder:
CalAtlantic Group, Inc. NB 16 - Downing 8362 48
Total 287
____________
(1) Although neither neighborhood is currently under contract, the “Abbey” neighborhood is anticipated to be sold to Brookfield BAH
and the “Gramercy” neighborhood is anticipated to be sold to Lennar Homes (defined herein). See “–Dublin Crossing, LLC.”
Tract Map Status
The proposed 287 single family units within Improvement Area No. 3 were created by
the following recorded Tract Maps:
TRACT MAP STATUS IN IMPROVEMENT AREA NO. 3
Map Date Recorded Number of Lots(1)
NB 14 Tract 8367* December 18, 2018 102
NB 15 Tract 8367* December 18, 2018 60
NB 16 Tract 8362 November 30, 2018 48
NB 17 Tract 8368 November 29, 2018 37
NB 18 Tract 8365 March 22, 2019 40
Total 287
________
(1) For Tract Maps that create single family lots, the number of lots shown in this column represents the number of
single-family lots created by the Tract Map. For Tract Maps that are condominium maps (as indicated by an asterisk),
the number of lots shown in this column represents the number of residential units created by the Tract Map.
Dublin Crossing, LLC
The Developer owns the property to be developed as Neighborhood 14 (Gramercy) and
Neighborhood 15 (Abbey). While neither project is under contract as of June 15, 2021, the
Developer anticipates (i) selling the Gramercy neighborhood to Lennar Homes, an indirect
wholly-owned subsidiary of Lennar Corporation, in three takedowns: property that will be
developed as 36 units in September 2021, property that will be developed as 30 units in August
2022, and property that will be developed as 36 units in April 2023, and (ii) selling the Abbey
neighborhood to Brookfield BAH in three takedowns: property that will be developed as 20 units
in October 2021, property that will be developed as 20 units in July 2022, and property that will
be developed as 20 units in February 2023. Each neighborhood is described in more detail
below:
Attachment 4
783
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Gramercy Neighborhood. The “Gramercy” neighborhood (also referred to as
Neighborhood 14) within Improvement Area No. 3 is expected to be developed as 102 attached
single-family units within 17 6-plex buildings. Following acquisition of property to house the first
34 units, the Gramercy neighborhood is expected to open for sales in April 2022, with final build-
out by July 2024. The following tables provide additional information regarding the proposed
development of the Gramercy project as of June 15, 2021.
Gramercy Neighborhood
(Tract No. 8367)
(as of June 15, 2021)
Floor Plan
Approx.
Square
Footage
Total
Number of
Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed and
Unsold
or in Escrow
Units Under
Construction(1)
Est. Base
Price (2)
Plan 1 1,804 34 0 0 0 $895,000
Plan 2 2,178 34 0 0 0 944,000
Plan 3 2,129 34 0 0 0 937,000
Totals 102 0 0 0
____________________
(1) The Developer anticipates that the merchant builder will construct 3 model units. As of June 15, 2021, no building
permits for the Gramercy neighborhood have been received.
(2) Base sale prices are estimated as of June 15, 2021. Base sales prices are subject to change and exclude any lot
premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered.
Source: Developer
As of June 15, 2021, the Developer has incurred approximately $24,642,000 on site
acquisition, on-site development costs, fees, and costs and anticipates that an additional
$1,942,000 will be required to be expended on such costs to get the neighborhood ready to
convey to Lennar Homes. Although Lennar Homes is expected to acquire the property in the
Gramercy Neighborhood, there can be no guarantee that such sale will occur.
Abbey Neighborhood. The “Abbey” neighborhood (also referred to as Neighborhood
15) is expected to be developed as 60 attached single-family residential units within 11 buildings
that will be a 4-plex or a 6-plex. Following acquisition of property to house the first 20 units, the
Abbey neighborhood is expected to open for sales in August 2022, with final build-out by June
2024. The following table provides additional information regarding the proposed development
of the 60 units of the Abbey project as of June 15, 2021.
Abbey Neighborhood
(Tract No. 8367)
(as of June 15, 2021)
Floor Plan
Approx.
Square
Footage
Total
Number of
Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed
and Unsold
or in Escrow
Units Under
Construction(1)
Est. Base
Price(2)
Plan 1 2,192 22 0 0 0 $1,030,000
Plan 2 2,398 22 0 0 0 1,052,000
Plan 3 2,430 16 0 0 0 1,090,000
Totals 60 0 0 0
____________________
(1) The Developer anticipates that the merchant builder will construct 3 model units. As of June 15, 2021, no building permits
for the Abbey neighborhood have been received.
(2) Base sale prices are estimated as of June 15, 2021. Base sales prices are subject to change and exclude any lot
premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered.
Source: Developer
Attachment 4
784
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As of June 15, 2021, the Developer has incurred approximately $14,495,000 on site
acquisition, on-site development costs, fees, and costs and anticipates that an additional
$1,142,000 will be required to be expended on such costs to get the neighborhood ready to
convey to Brookfield BAH. Although Brookfield BAH is expected to acquire the property in the
Abbey Neighborhood, there can be no guarantee that such sale will occur.
The Merchant Builders
The merchant builder owners of the property in Improvement Area No. 3 are affiliated
with Brookfield Residential and Lennar Corporation. In particular, the property in Improvement
Area No. 3 not owned by the Developer or individual homeowners is owned by the Brookfield
Merchant Builder or CalAtlantic, each as described in more detail in the tables under
“IMPROVEMENT AREA NO. 3 – The Development Plan.”
The Development Plan
A more detailed description of each of the neighborhoods owned by the Merchant
Builders is set forth below.
Mulholland Neighborhood. The Mulholland neighborhood (also referred to as
Neighborhood 18) is owned by Brookfield BAH. Brookfield BAH anticipates building and selling
homes within the “Mulholland” neighborhood within Improvement Area No. 3. The homes are
expected to consist of 40 detached single-family residential units. The Mulholland neighborhood
opened for sales in October 2020, and Brookfield BAH anticipates final build-out by January
2022. The following table provides additional information regarding the proposed development
of the Mulholland project as of June 15, 2021.
Mulholland Neighborhood
(Tract No. 8365)
(as of June 15, 2021)
Floor Plan
Approx.
Square
Footage
Total
Number of
Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed
and Unsold
or in Escrow
Units Under
Construction(1)
Est. Base
Price(2)
Plan 1 2,654 12 2 10 0 $1,262,000
Plan 2 2,705 13 1 12 0 1,276,000
Plan 3 2,870 15 1 14 0 1,341,000
Totals 40 4 36 0
____________________
(1) As of June 15, 2021, Brookfield BAH has received 33 building permits. The model homes are located in Improvement
Area No. 2.
(2) Base sale prices are estimated as of June 15, 2021. Base sales prices are subject to change and exclude any lot
premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered.
Source: Brookfield BAH
As of June 15, 2021, Brookfield BAH has incurred approximately $20,324,000 on site
acquisition, on-site development costs, fees, and costs (other than homebuilding, sales and
marketing costs) and anticipates that an additional $3,801,000 will be required to be expended
on such costs to complete the neighborhood. As of June 15, 2021, Brookfield BAH has spent
$8,295,000 on home construction, sales and marketing, and anticipates spending an additional
$11,732,000 to buildout the 40 homes it currently anticipates building.
Attachment 4
785
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Huntington Neighborhood. The Huntington neighborhood (also referred to as
Neighborhood 17) is owned by Brookfield BAH. Brookfield BAH anticipates building and selling
residential units within the “Huntington” neighborhood within Improvement Area No. 3. The
homes consist of 37 detached single-family residential units. The Huntington neighborhood
opened for sales in December 2019, and Brookfield BAH anticipates final build-out by July
2021. The following table provides additional information regarding the proposed development
of the Huntington project as of June 15, 2021.
Huntington Neighborhood
(Tract No. 8368)
(as of June 15, 2021)
Floor Plan
Approx.
Square
Footage
Total
Number of
Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed and
Unsold or in
Escrow
Units Under
Construction(1)
Est. Base
Price(2)
Plan 1 2,424 12 9 3 0 $1,094,000
Plan 2 2,541 13 10 3 0 1,119,000
Plan 3 2,691 12 9 3 0 1,158,000
Totals 37 28 9 0
____________________
(1) As of June 15, 2021, Brookfield BAH has received all 37 building permits. The models are located in Improvement Area No. 1.
(2) Base sale prices are estimated as of June 15, 2021. Base sales prices are subject to change and exclude any lot
premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered.
Source: Brookfield BAH
As of June 15, 2021, Brookfield BAH has incurred $19,124,000 on site acquisition, on-
site development costs, fees, and costs (other than homebuilding, sales and marketing costs)
and anticipates that an additional $1,377,000 will be required to be expended on such costs to
complete the neighborhood. As of June 15, 2021, Brookfield BAH has incurred $14,852,000 on
home construction, sales and marketing, and anticipates spending an additional $4,219,000 to
buildout the 37 units it currently anticipates building.
Downing Neighborhood. CalAtlantic is building and selling residential units within the
“Downing” neighborhood (also referred to as Neighborhood 16) within Improvement Area No. 3,
as a continuation of its downing neighborhood within Improvement Area No. 2. The model
homes for the Downing neighborhood are located in Improvement Area No. 2.
The residential units within Improvement Area No. 3 are expected to consist of 48
attached single-family units within 6 buildings that will be an 8-plex. The portion of the Downing
neighborhood within Improvement Area No. 3 opened for sales in December 2020, and
CalAtlantic anticipates final build-out by March 2022. The following tables provide additional
information regarding the proposed development of the Downing project within Improvement
Area No. 3 as of June 15, 2021.
Attachment 4
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Downing Neighborhood (portion)
(Tract No. 8362)
(as of June 15, 2021)
Floor Plan
Approx.
Square
Footage
Total
Number of
Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed
and Unsold
or in Escrow
Units Under
Construction
Est. Base
Price(1)
Plan 1 1,618 12 0 0 12 $935,630
Plan 2 1,899 12 0 0 12 946,880
Plan 3 2,238 12 0 0 12 987,297
Plan 4 2,492 12 0 0 12 921,505
Totals 48 0 0 48
____________________
(1) Base sale prices are as of June 15, 2021. Base sales prices are subject to change and exclude any lot premiums,
options, upgrades, incentives and any selling concessions or price reductions which may be offered.
Source: CalAtlantic
As of June 15, 2021, CalAtlantic has incurred approximately $15,618,828 on site
acquisition, on-site development costs, fees, and costs (other than homebuilding, sales and
marketing costs) and anticipates that an additional $1,478,255 will be required to be expended
on such costs to complete the neighborhood within Improvement Area No.3. As of June 15,
2021, CalAtlantic has spent $891,482 on unit construction, sales and marketing, and anticipates
spending an additional $16,732,081 to buildout the 48 units it currently anticipates building.
Notwithstanding the Merchant Builders’ projections regarding home construction and
sellout of their planned development in Improvement Area No. 3, no assurance can be given
that the Merchant Builders will complete such development as currently anticipated.
Financing Plan – Developer
To date, the Developer has financed its land acquisition and various site development
costs related to its property in the District through internally generated funds and lot sales
revenues. The Developer estimates that, as of June 15, 2021, the remaining costs to be
incurred by the Developer to complete its planned development within Improvement Area No. 3
will be $7,921,000 (out of the $40,051,000 estimated costs to complete Improvement Area No.
3, which does not include land acquisition, military structure design and construction, and
related expenses). The Developer expects to use lot sales revenues, internal funding, and
reimbursement from Bond proceeds to complete its development in Improvement Area No. 3 of
the District and believes that it will have sufficient funds available to complete such development
in accordance with the development schedule described in this Official Statement.
Although the Developer expects to have sufficient funds available to complete its
development in Improvement Area No. 3 of the District as described in this Official Statement,
there can be no assurance that amounts necessary to finance the remaining development costs
will be available to the Developer from its internally generated funds or from any other source
when needed. None of the Brookfield Merchant Builders, BrookCal, SPIC, BrookCal Bay Area,
BrookCal, LLC, BHC BrookCal, BrookCal Bay Area, Brookfield Residential, CalAtlantic, Lennar
Corporation, or Cal STRS, nor any of their related entities, is under any legal obligation of any
kind to expend funds for the development of and construction of homes on its property in
Improvement Area No. 3 of the District. Any contributions by the Developer or any such entity to
fund the costs of such development are entirely voluntary.
Attachment 4
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If and to the extent that internal funding, including but not limited to lot sales revenues,
are inadequate to pay the costs to complete the planned development by the Developer within
Improvement Area No. 3 of the District and other financing by the Developer is not put into
place, there could be a shortfall in the funds required to complete the planned development by
the Developer in Improvement Area No. 3 of the District.
Financing Plan – Merchant Builders
Brookfield Merchant Builder Financing Plan. To date, the Brookfield Merchant Builder
has financed its land acquisition, site development, and home construction costs related to its
respective Huntington and Mulholland neighborhoods in Improvement Area No. 3 through
internally generated funds. As of June 15, 2021, Brookfield BAH estimates the costs to
complete the remaining land development of the Huntington and Mulholland neighborhoods
within Improvement Area No. 3, including fees but excluding costs of constructing, selling and
marketing of homes, is approximately $5,179,000. Brookfield BAH estimates the remaining
vertical home construction, selling and marketing costs as of June 15, 2021 to complete its two
projects in Improvement Area No. 3 to be approximately $15,951,000. The foregoing costs are
exclusive of internal financing repayment and marketing and sales costs
Brookfield BAH expects the remaining horizontal and vertical home construction costs
will be financed by the respective Brookfield Merchant Builder from home sales and internally
generated funds to complete its development activities in Improvement Area No. 3. Brookfield
BAH believes that the Brookfield Merchant Builders will have sufficient funds available to
complete their proposed development activities in Improvement Area No. 3, commensurate with
the development timing described in this Official Statement.
Although Brookfield BAH expects to have sufficient funds available to complete its
development activities in Improvement Area No. 3, commensurate with the development timing
described in this Official Statement, there can be no assurance, however, that amounts
necessary to finance the remaining development and home construction costs will be available
from the Brookfield Merchant Builder or any other source when needed. Any contributions by
the Brookfield Merchant Builder or any of their respective parent companies to fund the costs of
such development and home construction are entirely voluntary.
If and to the extent that internal funding, including but not limited to home sales
revenues, are inadequate to pay the costs to complete the planned development by the
Brookfield Merchant Builder within Improvement Area No. 3 and other financing by the
Brookfield Merchant Builder is not put into place, there could be a shortfall in the funds required
to complete the proposed development by the Brookfield Merchant Builder in Improvement Area
No. 3 and the remaining portions of the development may not be developed.
CalAtlantic Financing Plan. To date, CalAtlantic has financed its land acquisition, site
development, and home construction costs related to its Downing neighborhood in Improvement
Area No. 3 through homes sales revenue and internally generated funds.
As of June 15, 2021, CalAtlantic estimates the costs to complete the remaining land
development of the Downing neighborhood within Improvement Area No. 3, including fees but
excluding costs of constructing, selling and marketing homes, is approximately $1,478,255.
CalAtlantic estimates the remaining vertical home constructing, selling and marketing costs as
of June 15, 2021 to complete its Downing neighborhood in Improvement Area No. 3 to be
Attachment 4
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approximately $16,732,081. The foregoing costs are exclusive of internal financing repayment
and marketing and sales costs.
CalAtlantic expects to finance all remaining horizontal and vertical home construction
costs related to its Downing neighborhood in Improvement Area No. 3 through home sales
revenue and internally generated funds, including, if necessary, Lennar Corporation’s revolving
credit facility. Lennar Corporation’s credit facility is not secured by CalAtlantic’s property within
Improvement Area No. 3. Additionally, home sales revenue from CalAtlantic’s project in
Improvement Area No. 3 will not be segregated and set aside for the payment of costs required
to complete their activities in Improvement Area No. 3. Home sales revenue from the project is
accumulated and used to pay costs of operations for Lennar Corporation and its subsidiaries, to
pay debt service on outstanding debt and for other corporate purposes, and may be diverted to
pay costs other than the costs of completing CalAtlantic’s activities in Improvement Area No. 3
at the discretion of management. Notwithstanding the foregoing, CalAtlantic believes that it will
have sufficient funds available to complete its proposed development activities in Improvement
Area No. 3, commensurate with the development timing described in this Official Statement.
Although CalAtlantic expects to have sufficient funds available to complete its
development activities in Improvement Area No. 3, commensurate with the development timing
described in this Official Statement, there can be no assurance, however, that amounts
necessary to finance the remaining development and home construction costs will be available
from CalAtlantic, Lennar Corporation or any other source when needed. For example,
borrowings under Lennar Corporation’s revolving credit facility may not be available, and home
sales revenue, which is accumulated daily for use in operations by Lennar Corporation,
including to fund costs of other direct and indirect subsidiaries, to pay debt service on
outstanding debt and for other corporate purposes, may be diverted to pay costs other than the
costs of completing CalAtlantic’s activities in Improvement Area No. 3 at the discretion of
management. CalAtlantic, Lennar Corporation, its lenders, or any of their related entities are not
under any legal obligation of any kind to expend funds for the development of and construction
of homes on CalAtlantic’s property in Improvement Area No. 3. Any contributions by CalAtlantic
or Lennar Corporation to fund the costs of such development and home construction are entirely
voluntary.
If and to the extent that internal funding, including but not limited to home sales
revenues, and borrowings under Lennar Corporation’s revolving credit facility are inadequate to
pay the costs to complete the planned development by CalAtlantic within Improvement Area No.
3 and other financing is not put into place, there could be a shortfall in the funds required to
complete the proposed development by CalAtlantic in Improvement Area No. 3 and the
remaining portions of the development may not be developed.
Attachment 4
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OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3
Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the
parcels within the District. There is no assurance that the present property owners or any
subsequent owners will have the ability to pay the Special Taxes or that, even if they have the
ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special
Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bondowner
will have the ability at any time to seek payment directly from the owners of property within the
District of the Special Tax or the principal or interest on the Bonds, or the ability to control who
becomes a subsequent owner of any property within the District.
The Developer, BrookCal, Brookfield BAH, and CalAtlantic have provided the
information set forth in this section entitled “OWNERSHIP OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 3.” No assurance can be given that all information is complete. The
City has not independently verified this information and assumes no responsibility for its
accuracy or completeness. It is only provided as a convenience to enable investors to more
easily commence their own independent investigations if they so choose. In addition, any
Internet addresses included below are for reference only, and the information on those Internet
sites is not a part of this Official Statement or incorporated by reference into this Official
Statement.
No assurance can be given that development of the property will be completed, or that it
will be completed in a timely manner. The Special Taxes are not personal obligations of the
developers or of any subsequent landowners; the Bonds are secured only by the Special Taxes
and moneys available under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF
PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS” herein.
The Developer, Brookfield, and CalAtlantic
Developer. The master developer of the property within the District is Dublin Crossing,
LLC, a Delaware limited liability company (previously defined as “Dublin Crossing” or the
“Developer”). Dublin Crossing is a joint venture between BrookCal Dublin LLC, a Delaware
limited liability company (previously defined as “BrookCal”), and SPIC Dublin LLC, a Delaware
limited liability company (previously defined as “SPIC”), an affiliate of CalAtlantic Group, Inc., a
Delaware corporation (previously defined as “CalAtlantic”).
BrookCal. BrookCal is owned 100% by BrookCal Bay Area Holdings LLC, a Delaware
limited liability company (“BrookCal Bay Area”). BrookCal Bay Area is owned 100% by
BrookCal, LLC, a Delaware limited liability company (“BrookCal, LLC”). BrookCal, LLC is a
joint venture between BHC BrookCal, LLC, a Delaware limited liability company (“BHC
BrookCal”), and the California State Teachers Retirement System (“Cal STRS”). BHC BrookCal
is an indirect wholly-owned subsidiary of Brookfield Residential Properties Inc. (“Brookfield
Residential”), a wholly-owned subsidiary of Brookfield Asset Management Inc., which has been
developing land and building homes for over 50 years. Brookfield Residential is a North
American land developer and homebuilder with operations in Canada and the United States,
which entitles and develops land to create master-planned communities and builds and sells
lots to third-party builders, as well as to its own homebuilding divisions. Brookfield Residential
also participates in select strategic real estate opportunities, including infill projects, mixed-use
developments, infrastructure projects and joint ventures. Brookfield Residential currently
focuses on the following operating segments: Canada, California, and Central and Eastern
United States. Its Canadian operations are primarily in the Alberta and Ontario markets.
Attachment 4
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Brookfield Residential has homebuilding operations in Austin, Calgary, Denver, Edmonton,
Hawaii, Los Angeles, Phoenix, San Diego, San Francisco, Toronto, and Washington D.C.
Brookfield Residential has been active in the Northern California market since 1997.
Brookfield BAH. The Developer sold a portion of property in Improvement Area No. 3 to
Brookfield BAH. Brookfield BAH is an indirect subsidiary of Brookfield Residential. Information
regarding Brookfield Residential’s operations in Northern California is available at
www.brookfieldnorcal.com. Copies of Brookfield Residential’s financial statements and other
information are currently available from Brookfield Residential’s website at
www.brookfieldresidential.com. These internet addresses are included for reference only, and
the information on these internet sites is not a part of this Official Statement and is not
incorporated by reference into this Official Statement. No representation is made in this Official
Statement as to the accuracy or adequacy of the information contained on these internet sites.
CalAtlantic. CalAtlantic was created in 2015 when Standard Pacific Corp., a Delaware
corporation (“Standard Pacific”), and The Ryland Group, Inc., a Maryland corporation, merged
to create one entity. The surviving entity was Standard Pacific, which subsequently changed its
name to CalAtlantic Group, Inc. On February 12, 2018, Lennar Corporation, a Delaware
corporation (“Lennar Corporation”) completed the acquisition of CalAtlantic through a
transaction in which CalAtlantic was merged with and into a wholly-owned subsidiary of Lennar
Corporation (“Merger Sub”), with Merger Sub continuing as the surviving corporation and a
subsidiary of Lennar Corporation (the “Merger”). Merger Sub then changed its name to
CalAtlantic Group, Inc. CalAtlantic is a subsidiary of Lennar Corporation.
Lennar Corporation. Lennar Corporation, founded in 1954 and publicly traded under
the symbol “LEN” since 1971, is one of the nation’s largest home builders, operating under a
number of brand names, including Lennar Homes and U.S. Home. CalAtlantic primarily
develops residential communities both within the Lennar family of builders and through
consolidated and unconsolidated partnerships in which Lennar Corporation maintains an
interest.
Lennar Corporation is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended and, in accordance therewith, files reports, proxy
statements, and other information, including financial statements with the Securities and
Exchange Commission (the “SEC”). Such filings, particularly Lennar Corporation’s annual report
on Form 10-K and its most recent quarterly report on Form 10-Q, may be inspected and copied
at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such filings can also be accessed over the internet at the SEC’s
website at www.sec.gov. This internet address is included for reference only and the information
on the internet site is not a part of this Official Statement and is not incorporated by reference
into this Official Statement. No representation is made in this Official Statement as to the
accuracy or adequacy of the information contained on the internet site.
Copies of Lennar Corporation’s Annual Report and related financial statements,
prepared in accordance with generally accepted accounting standards, are available from
Lennar Corporation’s website at www.lennar.com. This internet address is included for
reference only and the information on the internet site is not a part of this Official Statement and
is not incorporated by reference into this Official Statement. No representation is made in this
Official Statement as to the accuracy or adequacy of the information contained on the internet
site.
Attachment 4
791
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APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3
The Appraisal
General. Integra Realty Resources, San Francisco, California (the “Appraiser”)
prepared an appraisal report with a date of value of May 3, 2021 (the “Appraisal”). The
Appraisal was prepared at the request of the City.
The Appraiser was requested by the City to provide a market value of the appraised
properties by ownership, as well as a cumulative, or aggregate, value of the appraised
properties within the District (see “– Property Appraised” below), under the assumptions and
conditions cited in the attached report. The value estimates assume a transfer would reflect a
cash transaction or terms that are considered to be equivalent to cash. The estimates are also
premised on an assumed sale after reasonable exposure in a competitive market under all
conditions requisite to a fair sale, with buyer and seller each acting prudently, knowledgeably,
for their own self-interest and assuming neither is under duress.
The Appraisal is set forth in its entirety in APPENDIX B hereto. The description herein of
the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety.
The conclusions reached in the Appraisal are subject to certain assumptions and qualifications
which are set forth in the Appraisal.
Property Appraised. The Appraisal valued the fee simple estate of all of the taxable
land in Improvement Area No. 3, which is anticipated to be built out into 287 residential units.
Any properties within the boundaries of Improvement Area No. 3 not subject to the lien of the
Special Tax securing the Bonds (public and quasi-public land use sites) are not a part of the
appraisal.
Value Estimate. The market value of the appraised properties, by ownership, as well
as the cumulative, or aggregate, value, are subject to the hypothetical condition various public
improvements to be financed by proposed series of Bonds have been paid. The estimates of
value also account for the impact of the lien of the Special Tax securing the Bonds.
The value estimate for the appraised property as of the date of value, as updated, using
the methodologies described in the Appraisal and subject to the hypothetical condition that
various public improvements to be financed by the Bonds are in place, and subject to other
assumptions and limiting conditions set forth in the Appraisal, and based on the ownership of
the property as of that date is $109,800,000, as shown in the table on the following page.
Note that the aggregate value noted is not the market value of the appraised properties
in bulk. As defined by The Dictionary of Real Estate Appraisal, an aggregate value is the “total
of multiple market value conclusions.” For purposes of the Appraisal, market value is estimated
by ownership.
Attachment 4
792
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Property Owner(1)
Neighborhood/
Project Name Type
No.
Units
Construction
Status
Conclusion of
Value (Rounded)
Brookfield as Merchant Builder
Dublin Crossing, LLC(1) Abbey Attached 60 Finished Lots $15,900,000
Brookfield Bay Area Holdings LLC
Huntington Detached 23
Finished and
Sold Homes 25,880,000
Brookfield Bay Area Holdings LLC Huntington Detached 14 Finished Lots(2) 5,810,000
Dublin Crossing, LLC(1) Mulholland Detached 40 Finished Lots(3) 20,600,000
Lennar as Merchant Builder
Dublin Crossing, LLC(1) Gramercy Attached 102 Finished Lots 26,010,000
CalAtlantic Group Inc. Downing Attached 48 Finished Lots 15,600,000
Total Aggregate (Cumulative) Value of Improvement Area No. 3 $109,800,000
___________________
(1) Ownership per the property tax roll. The Appraisal notes, however, that the neighborhoods shown as owned by Dublin Crossing,
LLC have since transferred to the merchant builders as of the May 3, 2021 date of value. Although neither neighborhood is
currently under contract, the “Abbey” neighborhood is anticipated to be sold to Brookfield BAH and the “Gramercy” neighborhood is
anticipated to be sold to Lennar Homes. See “–Dublin Crossing, LLC.”
(2) As of May 3, 2021, all 14 planned units were under construction.
(3) As of May 3, 2021, 12 homes were substantially complete, 21 homes were under construction and 4 home had completed
foundations.
Source: The Appraisal.
Appraisal Methodology. In the Appraisal, the Appraiser determined the market value
of the residential land using the sales comparison approach. Because certain appraised parcels
have been sold and transferred to individual homeowners, the Appraiser assigned value to the
completed and sold homes using a not-less-than estimate of value based on the smallest
homes/floor plan offered. See APPENDIX B for additional details.
Hypothetical Condition. The Appraisal estimates the market value of the appraised
properties, by ownership, as well as the cumulative, or aggregate, value of Improvement Area
No. 3 of the CFD as of the date of value, subject to the hypothetical condition various public
improvements to be financed by the Bonds are in place and available for use.
Assumptions and Limiting Conditions. In addition to the hypothetical condition
described above, the Appraisal is based upon a number of standard and special assumptions
and conditions, all of which affect the estimate as to value, some of which include the following.
See “APPENDIX B – THE APPRAISAL” for a complete list of such assumptions and conditions.
For example, the Appraisal states the following assumptions and hypothetical condition:
• It is assumed there are no adverse soil conditions, toxic substances or other
environmental hazards that may interfere or inhibit the development of the subject
properties.
• The exact locations of the easements referenced in a preliminary title report were not
provided to the Appraiser. The Appraiser is not a surveyor nor qualified to determine
the exact location of the referenced easements. It is assumed the easements which
would be noted in a preliminary title report do not have an impact on the opinions of
value as provided in the Appraisal. If, at some future date, these easements are
determined to have a detrimental impact on value, the Appraiser reserves the right to
amend the opinion(s) of value. The opinions of value presented in the Appraisal are
predicated on none of the items referenced in the preliminary title report having a
detrimental impact upon the utility of the property as proposed, nor the opinions of
Attachment 4
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value. If, at some future date, these exceptions are determined to have a detrimental
impact on value, the Appraiser reserves the right to amend the opinion(s) of value.
Exposure Time. The Appraisal comments on exposure time for the property appraised
as follows: “Exposure time is the period a property interest would have been offered on the
market prior to the hypothetical consummation of a sale at market value on the effective date of
the Appraisal. Marketing time reflects the time it might take to sell an interest in real property at
its estimated market value during the period immediately after the effective date of the
appraisal. Exposure time and marketing time may or may not be similar depending on whether
market activity in the immediate future continues in the same manner as in the immediate past.
Indications of the exposure time associated with a market value estimate are provided by the
marketing times of sale comparables, interviews with participants in the market, and analysis of
general economic conditions. Estimation of a future marketing time is more difficult, requiring
forecasting and analysis of trends.”
The Appraiser concluded that, given the size of the appraised properties, and the
condition of the market, it is expected that if appropriately priced, the exposure time for the
appraised properties, assuming the properties (by ownership) are not marketed concurrently,
would likely be approximately 12 months.
No assurance can be given that the estimated exposure time or absorption of sales of
property in Improvement Area No. 3 will be achieved or attained over an extended period of
time; real estate is cyclical in nature, and it is impossible to accurately forecast and project
specific demand over a projected period. See “SPECIAL RISK FACTORS – Property Values
and Property Development.”
Limitations of Appraisal Valuation. Property values may not be evenly distributed
throughout the Improvement Area No. 3; thus, certain parcels may have a greater value than
others. This disparity is significant because in the event of nonpayment of the Special Tax, the
only remedy is to foreclose against the delinquent parcel.
No assurance can be given that the estimate of market value set forth in the Appraisal
can or will be maintained during the period of time that the Bonds are outstanding in that the
City has no control over the market value of the property within Improvement Area No. 3 or the
amount of additional indebtedness that may be issued in the future by other public agencies, the
payment of which, through the levy of a tax or an assessment, may be on a parity with the
Special Taxes. See “– Overlapping Liens and Priority of Lien” below.
For a description of certain risks that might affect the assumptions made in the
Appraisal, see “SPECIAL RISK FACTORS – Appraised Values” herein.
Attachment 4
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Value by Ownership and Neighborhood
The following table sets forth the development status (based on building permits issued
as of May 3, 2021) and appraisal value by ownership and neighborhood for property within
Improvement Area No. 3, based on the appraised values set forth in the Appraisal.
Table 1
City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing)
Improvement Area No. 3
Development Status by Neighborhood
___________________
(1) Based on building permits issued as of May 3, 2021
(2) Ownership as of date of value of Appraisal; certain parcels have subsequently transferred to individual homeowners. Although
neither neighborhood is currently under contract, the “Abbey” neighborhood is anticipated to be sold to Brookfield BAH and the
“Gramercy” neighborhood is anticipated to be sold to Lennar Homes.
Source: Integra Realty Resources; Goodwin Consulting Group, Inc.
Neighborhood
Units with
Building
Permits(1)
Total
Planned
Units Builder(2) Land Use
FY2021-22
Maximum
Tax
At Buildout
Appraised
Value
Abbey 0 60 Brookfield Multi-Family $497,672 $15,900,000
Huntington 37 37 Brookfield Detached 203,257 29,560,000
Mullholland 40 40 Brookfield Detached 219,737 20,600,000
Gramercy 0 102 Lennar Homes Multi-Family 747,258 26,010,000
Downing 48 48 CalAtlantic Multi-Family 215,493 15,600,000
Total: 125 287 $1,883,417 $109,800,000
Attachment 4
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Value to Special Tax Burden Ratios
The following table sets forth the value-to-lien ratios for property within Improvement
Area No. 3, based on the appraised values set forth in the Appraisal and based on the
estimated Special Tax levy for Fiscal Year 2021-22, assuming it was levied on all taxable
parcels in the District (not just Developed Property), and not including any overlapping debt for
general obligation bonds.
Table 2
City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3
Estimated Fiscal Year 2021-22 Special Tax Levy and Value-to-Lien Ratios
(Development Status as of May 3, 2021)
Development Status
Planned
Residential
Units(1)
Appraised
Value
Maximum
FY 2021-22
Special
Tax Revenue
Estimated
FY 2021-22
Special
Tax Levy(2)
Percent of
Estimated
FY 2021-22
Tax Levy(3)
Series
2021
Bonds(4)*
Value-to-
Lien*
Developed Property Individual Owners 23 $25,880,000 $126,349 $126,349 10.2% $2,656,935 9.7
Brookfield 54 26,410,000 296,645 296,645 24.0% 6,238,022 4.2
CalAtlantic 48 15,600,000 215,493 215,493 17.4% 4,531,518 3.4
Subtotal 125 67,890,000 638,486 638,486 51.6% 13,426,476 5.1 Undeveloped Property Dublin Crossing, LLC 162 41,910,000 1,244,930 597,925 48.4% 12,573,524 3.3 Total 287 $109,800,000 $1,883,417 $1,236,411 100.0% $26,000,000 4.2
___________
* Preliminary, subject to change.
(1) Based on Attachment 1 of the Rate and Method of Apportionment.
(2) Special taxes will only be levied against parcels of Developed Property in Fiscal Year 2021-22; the remainder of debt service will be paid from
capitalized interest funded with proceeds of the Bonds.
(3) Interest on the Bonds is capitalized through September 1, 2022.
(4) Allocated based on the share of the estimated Fiscal Year 2021-22 special tax levy. There is no overlapping special tax and assessment
debt. Overlapping debt from general obligation bonds and PACE liens (if any) have not been included.
Source: Integra Realty Resources; Hilltop; Goodwin Consulting Group, Inc.
In comparing the appraised value of the real property within the Improvement Area No. 3
and the principal amount of the Bonds, it should be noted that only the real property upon which
there is a delinquent Special Tax can be foreclosed upon, and the real property within
Improvement Area No. 3 cannot be foreclosed upon as a whole to pay delinquent Special Taxes
of the owners of such parcels within Improvement Area No. 3 unless all of the property is
subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon
separately to pay delinquent Special Taxes levied against such parcels.
Other public agencies whose boundaries overlap those of Improvement Area No. 3
could, without the consent of the City and in certain cases without the consent of the owners of
the land within Improvement Area No. 3, impose additional taxes or assessment liens on the
land within Improvement Area No. 3. The lien created on the land within Improvement Area No.
3 through the levy of such additional taxes or assessments may be on a parity with the lien of
the Special Tax. In addition, construction loans may be obtained by the Merchant Builders or
home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt
on property within Improvement Area No. 3, however, will be subordinate to the lien of the
Special Tax.
Attachment 4
796
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Overlapping Liens and Priority of Lien
The principal of and interest on the Bonds are payable from the Special Tax authorized
to be collected within Improvement Area No. 3, and payment of the Special Tax is secured by a
lien on certain real property within Improvement Area No. 3. Such lien is co-equal to and
independent of the lien for general taxes and any other liens imposed under the Act, regardless
of when they are imposed on the property in Improvement Area No. 3. The imposition of
additional special taxes, assessments and general property taxes will increase the amount of
independent and co-equal liens which must be satisfied in foreclosure. The City, the County
and certain other public agencies are authorized by the Act to form other community facilities
districts and improvement areas and, under other provisions of State law, to form special
assessment districts, either or both of which could include all or a portion of the land within
Improvement Area No. 3.
Set forth in the following table is an overlapping debt table showing the existing
authorized indebtedness payable with respect to property within Improvement Area No. 3. This
table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is
included for general information purposes only. The City has not reviewed the data for
completeness or accuracy and makes no representations in connection therewith.
Table 3
City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing)
Improvement Area No. 3
Overlapping Bonded Debt as of May 1, 2021
2020-21 Assessed Valuation: $63,148,899
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt
Alameda County General Obligation Bonds 0.019% $36,446
Bay Area Rapid Transit District General Obligation Bonds 0.007 138,009
Chabot-Las Positas Community College District General Obligation Bonds 0.045 266,645
Dublin Unified School District General Obligation Bonds 0.328 1,776,953
East Bay Regional Park District General Obligation Bonds 0.012 15,709
City of Dublin Community Facilities District No. 2015-1, I.A. No. 3 100.000 0(1)
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $2,233,762
OVERLAPPING GENERAL FUND DEBT:
Alameda County General Fund Obligations 0.019% $151,715
TOTAL OVERLAPPING GENERAL FUND DEBT $151,715
COMBINED TOTAL DEBT $2,385,477(2)
Ratios to 2020-21 Assessed Valuation:
Direct Debt ............................................................................... 0.00%
Total Direct and Overlapping Tax and Assessment Debt ......... 3.54%
Combined Total Debt ................................................................ 3.78%
_________________
(1) Excludes Bonds to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.
Source: California Municipal Statistics, Inc.
There can be no assurance that the Developer, the Brookfield Merchant Builders,
CalAtlantic, their respective affiliates or any subsequent owner will not petition for the formation
of other community facilities districts and improvement areas or for a special assessment district
or districts and that parity special taxes or special assessments will not be levied by the County
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or some other public agency to finance additional public facilities, however no other special
districts are currently contemplated by the City or the Developer.
Private liens, such as deeds of trust securing loans obtained by the Developer, may be
placed upon property in Improvement Area No. 3 at any time. Under California law, the Special
Taxes have priority over all existing and future private liens imposed on property subject to the
lien of the Special Taxes.
Estimated Tax Burden
The following table sets forth estimated Fiscal Year 2020-21 sample tax bills for various
types of property expected to be built and sold to individual homeowners within Improvement
Area No. 3.
Table 4
City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing)
Improvement Area No. 3
Estimated Fiscal Year 2020-21 Sample Tax Bills
Assumptions
Single Family
< 2,100 sf
Single Family
2,100 - 2,300 sf
Single Family
> 2,300 sf
Multi-Family
< 1,600 sf
Multi-Family
1,600 - 1,800 sf
Multi-Family
> 1,800 sf
Estimated Sales Price (1) N/A N/A $1,297,110 N/A N/A $1,012,023
Ad Valorem Taxes Rate Amount Amount Amount Amount Amount Amount
General Tax Levy 1.0000% $0 $0 $12,971 $0 $0
$10,12
0
County Wide GO Bonds 0.0036 $0 $0 $47 $0 $0 $36
School Unified 0.1424 $0 $0 $1,847 $0 $0 $1,441
School Comm. College 0.0214 $0 $0 $278 $0 $0 $217
Flood Zone 7 State Water 0.0309 $0 $0 $401 $0 $0 $313
Bay Area Rapid Transit 0.0139 $0 $0 $180 $0 $0 $141
East Bay Regional Park 0.0014 $0 $0 $18 $0 $0 $14
Total Ad Valorem Taxes 1.2136% $0 $0 $15,742 $0 $0
$12,28
2
Direct Charges (2) Amount Amount Amount Amount Amount Amount
Mosq MSR K 1982 $2 $2 $2 $2 $2 $2
CSA Paramedic $0 $0 $0 $35 $35 $35
Vec Cntrl Msr A 84 $6 $6 $6 $6 $6 $6
Paramedic Supplmnt $0 $0 $0 $6 $6 $6
SFBRA Measure AA $12 $12 $12 $12 $12 $12
2019DUSD Measure E $96 $96 $96 $96 $96 $96
Haz Waste Program $0 $0 $0 $7 $7 $7
Vector Cntrl Asmt $1 $1 $1 $3 $3 $3
Mosquito Asmt 2008 $1 $1 $1 $2 $2 $2
East Bay Trail LLD $0 $0 $0 $5 $5 $5
CFD No. 2015-1 - Facilities $4,608 $4,999 $5,386 $3,614 $4,069 $4,512
CFD No. 2017-1 - Services $55 $60 $64 $43 $48 $54
Total Direct Charges $4,781 $5,176 $5,567 $3,830 $4,290 $4,740
Total Taxes and Direct Charges -- -- $21,309 -- -- $17,022
% of Total Estimated Sales Price N/A N/A 1.64% N/A N/A 1.68%
____________________________________
(1) The smallest single family detached unit starts at 2,037 square feet and therefore, there is no estimated sales price at this time.
(2) Based on sample tax bills from the Alameda County Tax Collector’s website.
Sources: Alameda County Tax Collector’s Website; RCLCO; Goodwin Consulting Group, Inc
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SPECIAL RISK FACTORS
The purchase of the Bonds described in this Official Statement involves a degree of risk
that may not be appropriate for some investors. The following is a description of certain risk
factors affecting Improvement Area No. 3, the property owners in Improvement Area No. 3, the
parcels subject to the levy of Special Tax and the payment of and security for the Bonds. The
following discussion of risks is not meant to be a complete list of the risks associated with the
purchase of the Bonds and does not necessarily reflect the relative importance of the various
risks. Potential investors are advised to consider the following factors along with all other
information in this Official Statement in evaluating the investment quality of the Bonds. There
can be no assurance that other risk factors will not become material in the future.
Limited Obligation of the City to Pay Debt Service
The City has no obligation to pay principal of and interest on the Bonds in the event
Special Tax collections are delinquent, other than from amounts, if any, on deposit in the
Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which
levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such
debt service on the Bonds. The Bonds are not general obligations of the City but are limited
obligations of the City and Improvement Area No. 3 payable solely from the proceeds of the
Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts
deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from
the sale of property subject to the Special Tax in the event of a foreclosure. See “SECURITY
AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the Bonds will
be limited to the Special Taxes to be collected within the jurisdiction of Improvement Area No. 3.
Neither the faith and credit nor the taxing power of the City or the State of California or of any of
their respective political subdivisions is pledged to the payment of the Bonds.
Special Tax Not a Personal Obligation
An owner of property in Improvement Area No. 3 is not personally obligated to pay the
Special Tax attributable to the property in Improvement Area No. 3. Rather, the Special Tax is
an obligation only against the parcel of property, secured by the amount which could be realized
in a foreclosure proceeding against the property, and not by any promise of the owner of any
property to pay. If the value of the property is not sufficient for the payment of debt service on
the Bonds, taking into account other obligations also constituting a lien against the property, the
City, Fiscal Agent and owners of the Bonds have no recourse against the owner, such as filing a
lawsuit to collect money.
Concentration of Ownership
Nearly all of the land within Improvement Area No. 3 is currently owned by the
Developer and the Merchant Builders. The lack of diversity in ownership of property in
Improvement Area No. 3, and the consequent lack of diversity in the obligation to pay the
Special Tax levied in Improvement Area No. 3, represents significant risk to the owners of the
Bonds in that the ability of the Developer and the Merchant Builders to pay the Special Tax
levied on property they own will depend, in part, on the successful sales of lots and homes in
Improvement Area No. 3.
Failure of the current owners, or any future owners, of significant property subject to the
Special Taxes in Improvement Area No. 3 to pay installments of Special Taxes when due could
Attachment 4
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cause the depletion of the Reserve Fund prior to reimbursement from the resale of foreclosed
property or payment of the delinquent Special Tax and, consequently, result in the delinquency
rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet
obligations on the Bonds. For a description of the Developer and the Merchant Builders, see
“OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3 – The Developer,
Brookfield and CalAtlantic.” In that event, there could be a delay or failure in payments on the
Bonds. See “SPECIAL RISK FACTORS – Bankruptcy and Foreclosure Delays” below and
“SECURITY FOR THE BONDS – Delinquent Payments; Covenant for Superior Court
Foreclosure.”
Development of undeveloped property within Improvement Area No. 3 may be subject to
unexpected delays, disruptions and changes which may affect the willingness and ability of the
Developer or landowner to pay the Special Taxes when due. Certain infrastructure
improvements remain to be completed in order to complete construction of all of the homes in
Improvement Area No. 3. No assurance can be given that the remaining proposed residential
development will be partially or fully completed, and for purposes of evaluating the investment
quality of the Bonds, prospective purchasers should consider the possibility that such parcels
will remain vacant and only partially improved.
Levy and Collection of the Special Tax
General. The principal source of payment of principal of and interest on the Bonds is
the proceeds of the annual levy and collection of the Special Tax against property within
Improvement Area No. 3.
Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax
is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The
levy cannot be made at a higher rate even if the failure to do so means that the estimated
proceeds of the levy and collection of the Special Tax, together with other available funds, will
not be sufficient to pay debt service on the Bonds.
In addition to the maximum annual Special Tax rate limitation in the Rate and Method,
Section 53321(d) of the Act provides that the special tax levied against any parcel for which an
occupancy permit for private residential use has been issued may not be increased as a
consequence of delinquency or default by the owner of any other parcel within a community
facilities district by more than 10% above the amount that would have been levied in such Fiscal
Year had there never been any such delinquencies or defaults. In cases of significant
delinquency, these factors may result in defaults in the payment of principal of and interest on
the Bonds.
No Relationship Between Property Value and Special Tax Levy. Because the Rate
and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result
in a uniform relationship between the value of particular parcels of Taxable Property and the
amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a
uniform relationship between the value of the parcels of Taxable Property and their
proportionate share of debt service on the Bonds, and certainly not a direct relationship.
Factors that Could Lead to Special Tax Deficiencies. The following are some of the
factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property
to vary from the Special Tax that might otherwise be expected:
Attachment 4
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Transfers to Governmental Entities. The number of parcels of Taxable Property
could be reduced through the acquisition of Taxable Property by a governmental entity
and failure of the government to pay the Special Tax based upon a claim of exemption
or, in the case of the federal government or an agency thereof, immunity from taxation,
thereby resulting in an increased tax burden on the remaining taxed parcels. One parcel
is anticipated to be used as a school and be exempt from the levy of the Special Tax;
accordingly, this parcel has not been included in the parcels that were appraised by the
Appraiser and no portion of the Bonds have been allocated to it in the tables in this
Official Statement.
Property Tax Delinquencies. Under provisions of the Act, the Special Tax, from
which funds necessary for the payment of principal of, and interest on, the Bonds are
derived, are being billed to the property within Improvement Area No. 3 on the regular
property tax bills sent to owners of the parcels. Such Special Tax installments are due
and payable, and bear the same penalties and interest for nonpayment, as do regular
property tax installments. Special Tax installment payments cannot be made separately
from property tax payments. Therefore, the unwillingness or inability of a property owner
to pay regular property tax bills as evidenced by property tax delinquencies may also
indicate an unwillingness or inability to make regular property tax payments and Special
Tax installment payments in the future. Failure of the owners of Taxable Property to pay
property taxes (and, consequently, the Special Tax), or delays in the collection of or
inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent
parcels, could result in a deficiency in the collection of Special Tax revenues. For a
summary of recent Special Tax collection and delinquency rates in Improvement Area
No. 3, see “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3” herein.
Insufficiency of Special Taxes
In order to pay debt service on the Bonds, it is necessary that the Special Tax levied
against taxable parcels within Improvement Area No. 3 be paid in a timely manner. The City has
established the Reserve Fund in an amount equal to the Reserve Requirement to pay debt
service on the Bonds and any Parity Bonds to the extent Special Taxes are not paid on time and
other funds are not available. See “SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS – Reserve Fund” and APPENDIX C – Summary of Certain Provisions of the Fiscal
Agent Agreement. Under the Fiscal Agent Agreement, the City has covenanted to maintain in
the Reserve Fund an amount equal to the Reserve Requirement; subject, however, to the
limitation that the City may not levy the Special Tax in any fiscal year at a rate in excess of the
Maximum Special Tax rates permitted under the Rate and Method. In addition, the Act imposes
certain limitations on increases in Special Taxes on residential parcels as a consequence of
delinquencies in payment of the Special Taxes. See “SECURITY AND SOURCES OF
PAYMENT FOR THE BONDS – Special Taxes.” Consequently, if a delinquency occurs, the City
may be unable to replenish the Reserve Fund to the Reserve Requirement due to the limitation
of the Maximum Special Tax rates. If such defaults were to continue in successive years, the
Reserve Fund could be depleted and a default on the Bonds would occur if proceeds of a
foreclosure sale did not yield a sufficient amount to pay the delinquent Special Taxes.
The City has made certain covenants regarding the institution of foreclosure proceedings
to sell any property with delinquent Special Taxes in order to obtain funds to pay debt service on
the Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent
Payments of Special Tax; Covenant for Superior Court Foreclosure.” If foreclosure proceedings
Attachment 4
801
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were ever instituted, any mortgage or deed of trust holder could, but would not be required to,
advance the amount of delinquent Special Taxes to protect its security interest.
Appraised Values
The Appraisal estimates the market value of the taxable property within Improvement
Area No. 3. This market value is merely the present opinion of the Appraiser, and is subject to
the assumptions and limiting conditions stated in the Appraisal. Prospective purchasers of the
Bonds should not assume that the land within Improvement Area No. 3 could be sold for the
appraised amount described in the Appraisal at a foreclosure sale for delinquent Special Taxes
the City has not sought the present opinion of any other appraiser of the value of the taxed
parcels. A different present opinion of value might be rendered by a different appraiser. The
City makes no representation as to the accuracy of the Appraisal.
The opinion of value relates to sale by a willing seller to a willing buyer as of the date of
valuation, each having similar information and neither being forced by other circumstances to
sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a
foreclosure sale, because the sale is forced and the buyer may not have the benefit of full
information.
In considering the estimates of value evidenced by the Appraisal, it should be noted that
the Appraisal is based upon a number of standard and special assumptions which affect the
estimates as to value, as well as the hypothetical condition of the Authorized Improvements
having been completed, as set forth in the Appraisal (see APPENDIX B hereto). The
improvements to be financed by the Bonds were not in place as of the date of inspection; thus,
the value estimate is subject to a hypothetical condition (of such improvements being in place).
In addition, the opinion of market value in the Appraisal is a present opinion. It is based
upon present facts and circumstances. Differing facts and circumstances may lead to differing
opinions of value. The appraised market value is not evidence of future value because future
facts and circumstances may differ significantly from the present.
No assurance can be given that any of the appraised property in Improvement Area No.
3 could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such
sale is the primary remedy available to Bondowners if that property should become delinquent
in the payment of Special Taxes. A significant portion of the Special Tax is expected to initially
be levied on Undeveloped Property with low value to Bond burden values. Although the Act
authorizes the City to cause such an action to be commenced and diligently pursued to
completion, the Act does not specify any obligation of the City with regard to purchasing or
otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if
there is no other purchaser at such sale. The City is not obligated and does not expect to be a
bidder at any such foreclosure sale.
Value-to-Lien Ratios
Value-to-lien ratios have traditionally been used in land-secured bond issues as a
measure of the “collateral” supporting the willingness of property owners to pay their special
taxes and assessments (and, in effect, their general property taxes as well). The value-to-lien
ratio is mathematically a fraction, the numerator of which is the value of the property (usually
either the assessed value or a market value as determined by an appraiser) and the
denominator of which is the “lien” of the assessments or special taxes as represented by the
Attachment 4
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principal amount of bonds repaid by such assessment or special tax. A value-to-lien ratio should
not, however, be viewed as a guarantee of credit-worthiness. Land values are especially
sensitive to economic cycles. A downturn of the economy may depress land values and hence
the value-to-lien ratios. Further, the value-to-lien ratio typically cited for a bond issue is an
average. Individual parcels in a community facilities district may fall above or below the average,
sometimes even below a 1:1 ratio (with a ratio below 1:1, the land is worth less than the unpaid
principal of the bonded debt allocable to it). Although judicial foreclosure proceedings can be
initiated rapidly, the process can take several years to complete, and the bankruptcy courts may
impede the foreclosure action. Finally, local agencies may form overlapping community facilities
districts or assessment districts. Such local agencies typically do not coordinate their bond
issuances. Debt issuance by an entity other than the City for Improvement Area No. 3 can
therefore dilute value-to-lien ratios.
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and
Method. In addition, the Act provides that properties or entities of the state, federal or local
government are exempt from the Special Tax; provided, however, that property within
Improvement Area No. 3 acquired by a public entity through a negotiated transaction, or by gift
or devise, that is not otherwise exempt from the Special Tax, will continue to be subject to the
Special Tax. It is possible that property acquired by a public entity following a tax sale or
foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In
addition, the Act provides that if property subject to the Special Tax is acquired by a public entity
through eminent domain proceedings, the obligation to pay the Special Tax with respect to that
property, for outstanding Bonds only, is to be treated as if it were a special assessment. The
constitutionality and operation of these provisions of the Act have not been tested.
In particular, insofar as the Act requires payment of the Special Tax by a federal entity
acquiring property within Improvement Area No. 3, it may be unconstitutional. If for any reason
property within Improvement Area No. 3 becomes exempt from taxation by reason of ownership
by a nontaxable entity such as the federal government or another public agency, subject to the
limitation of the Maximum Special Tax, the Special Tax will be reallocated to the remaining
taxable properties within Improvement Area No. 3. This would result in the owners of such
property paying a greater amount of the Special Tax and could have an adverse impact upon
the timely payment of the Special Tax. Moreover, if a substantial portion of land within
Improvement Area No. 3 becomes exempt from the Special Tax because of public ownership,
or otherwise, the maximum rate that could be levied upon the remaining acreage might not be
sufficient to pay principal of and interest on the Bonds when due and a default would occur with
respect to the payment of such principal and interest.
The Act further provides that no other properties or entities are exempt from the Special
Tax unless the properties or entities are expressly exempted in a resolution of consideration to
levy a new special tax or to alter the rate or method of apportionment of an existing special tax.
Property Values and Property Development
The value of taxable property within Improvement Area No. 3 is a critical factor in
determining the investment quality of the Bonds. If a property owner defaults in the payment of
the Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt
to obtain funds with which to pay the delinquent Special Tax. Land values could be adversely
affected by economic and other factors beyond the City’s control including, without limitation, a
Attachment 4
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general economic downturn, relocation of employers out of the area, shortages of water,
electricity, natural gas or other utilities, destruction of property caused by earthquake, flood,
wildfires, or other natural disasters, environmental pollution or contamination, inability to obtain
necessary permits or agreements with governmental entities, or unfavorable economic
conditions.
The Appraisal (which is set forth in APPENDIX B to this Official Statement) is based on
certain assumptions made by the Appraiser in estimating the market value of the property within
Improvement Area No. 3 as of the date indicated. No assurance can be given that the land
values are accurate if these assumptions are incorrect or that the values will not decline in the
future if one or more events, such as natural disasters or adverse economic conditions, occur.
See “Appraised Values” above.
Neither the District nor the City has evaluated development risks related to the
development of land in Improvement Area No. 3. Since these are largely business risks of the
type that property owners customarily evaluate individually, and inasmuch as changes in land
ownership may well mean changes in the evaluation with respect to any particular parcel,
Improvement Area No. 3 is issuing the Bonds without regard to any such evaluation. Thus, the
creation of Improvement Area No. 3 and the issuance of the Bonds in no way implies that
Improvement Area No. 3 or the City has evaluated these risks or the reasonableness of these
risks.
The following is a discussion of specific risk factors that could affect the timing or scope
of property development in Improvement Area No. 3 or the value of property in Improvement
Area No. 3.
Land Development. Land values are influenced by the level of development in the area
in many respects.
First, undeveloped or partially developed land is generally less valuable than developed
land and provides less security to the Owners of the Bonds should it be necessary for the City to
foreclose on undeveloped or partially developed property due to the nonpayment of Special
Taxes.
Second, failure to complete development on a timely basis could adversely affect the
land values of those parcels that have been completed. Lower land values would result in less
security for the payment of principal of and interest on the Bonds and lower proceeds from any
foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See
“APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3 - Value to
Special Tax Burden Ratios.” No assurance can be given that the proposed development within
Improvement Area No. 3 will be completed, and in assessing the investment quality of the
Bonds, prospective purchasers should evaluate the risks of non-completion.
Neither the Developer nor any other person provides any assurances that the project
currently envisioned for the land in Improvement Area No. 3 will be completed, or that sources
of financing that will actually be available to the Developer will be sufficient to complete such
projected development. The Developer has no obligation to the City or to owners of the Bonds
to complete the project.
Risks of Real Estate Investment Generally. Continuing development of land within
Improvement Area No. 3 may be adversely affected by changes in general or local economic
Attachment 4
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conditions, fluctuations in the real estate market, increased construction costs, development,
financing and marketing capabilities of individual property owners, water or electricity shortages,
and other similar factors. Development in Improvement Area No. 3 may also be affected by
development in surrounding areas, which may compete with the development. In addition, land
development operations are subject to comprehensive federal, state and local regulations,
including environmental, land use, zoning and building requirements. There can be no
assurance that proposed land development operations within Improvement Area No. 3 will not
be adversely affected by future government policies, including, but not limited to, governmental
policies to restrict or control development, or future growth control initiatives. There can be no
assurance that land development operations within Improvement Area No. 3 will not be
adversely affected by these risks.
Natural Disasters. The value of the parcels in Improvement Area No. 3 in the future
can be adversely affected by a variety of natural occurrences, particularly those that may affect
infrastructure and other public improvements and private improvements on the parcels in
Improvement Area No. 3 and the continued habitability and enjoyment of such private
improvements. For example, the areas in and surrounding Improvement Area No. 3, like those
in much of the State, may be subject to earthquakes or other unpredictable seismic activity.
According to the Seismic Safety Commission, District is located within Zone 4, which is considered
to be the highest risk zone in California. There are only two zones in California: Zone 4, which is
assigned to areas near major faults; and Zone 3, which is assigned to all other areas of more
moderate seismic activity. In addition, Improvement Area No. 3 is located in a Fault-Rupture
Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special
Publication 42 (revised January 1994) of the California Department of Conservation, Division of
Mines and Geology.
Other natural disasters could include, without limitation, landslides, floods, wildfires,
droughts or tornadoes. One or more natural disasters could occur and could result in damage
to improvements of varying seriousness. The damage may entail significant repair or
replacement costs and that repair or replacement may never occur either because of the cost,
or because repair or replacement will not facilitate habitability or other use, or because other
considerations preclude such repair or replacement. Under any of these circumstances there
could be significant delinquencies in the payment of Special Taxes, and the value of the parcels
may well depreciate.
Legal Requirements. Other events that may affect the value of a parcel include
changes in the law or application of the law. Such changes may include, without limitation, local
growth control initiatives, local utility connection moratoriums and local application of statewide
tax and governmental spending limitation measures. Development in Improvement Area No. 3
may also be adversely affected by the application of laws protecting endangered or threatened
species.
Hazardous Substances and Groundwater Quality. Any discovery of a hazardous
substance detected on property within Improvement Area No. 3 would affect the marketability
and the value of some or all of the property in Improvement Area No. 3. In that event, the
owners and operators of a parcel within Improvement Area No. 3 may be required by law to
remedy conditions of the parcel relating to releases or threatened releases of hazardous
substances. The federal Comprehensive Environmental Response, Compensation and Liability
Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known
and widely applicable of these laws. State law with regard to hazardous substances are also
applicable to property within Improvement Area No. 3 and are as stringent as the federal laws.
Attachment 4
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Under many of these laws, the owner (or operator) is obligated to remedy a hazardous
substance condition of property whether or not the owner (or operator) has anything to do with
creating or handling the hazardous substance. The effect, therefore, should any of the parcels
be contaminated by a hazardous substance is to reduce the marketability and value of the
parcel by the costs of remedying the condition, because the purchaser, upon becoming owner,
will become obligated to remedy the condition just as is the seller.
The values set forth in the Appraisal do not take into account the possible reduction in
marketability and value of any of the parcels within Improvement Area No. 3 by reason of the
possible liability of the owner (or operator) for the remedy of a hazardous substance condition
on a parcel. Although the City is not aware that the owner (or operator) of any of the property
within Improvement Area No. 3 has a current liability for a hazardous substance with respect to
any of the parcels, it is possible that such liabilities do currently exist and that the City is not
aware of them.
Further, it is possible that liabilities may arise in the future with respect to any of the
parcels within Improvement Area No. 3 resulting from the existence, currently, on the parcel of a
substance presently classified as hazardous but which has not been released or the release of
which is not presently threatened, or may arise in the future resulting from the existence,
currently, on the parcel of a substance not presently classified as hazardous but which may in
the future be so classified. Further, such liabilities may arise not simply from the existence of a
hazardous substance but from the method of handling it. All of these possibilities could
significantly affect the value of a parcel within Improvement Area No. 3 that is realizable upon a
foreclosure sale. The City has not independently verified, but is not aware of, the presence of
any hazardous substances within Improvement Area No. 3.
As discussed elsewhere in this Official Statement, the SFRWQCB sent the Developer a
letter, dated November 5, 2018, regarding results of testing groundwater from a particular area
of the Dublin Crossing Project, and requiring the Developer take certain actions in connection
therewith. The letter required that the Developer submit a workplan and schedule to complete
site characterization and develop a conceptual site model for volatile organic compounds,
including trichloroethylene, in groundwater, soil, and soil vapor at the project site. Since that
date the Developer has conducted extensive testing of soil, soil vapor, and groundwater. See
“THE DUBLIN CROSSING PROJECT – Groundwater Testing Required by SFRWQCB.”
Prospective purchasers of the Bonds are advised to consider that delays in development and/or
increased costs of development are possible consequences of the issues set forth in the letter
from the SFRWQCB.
Endangered and Threatened Species. It is illegal to harm or disturb any plants or
animals in their habitat that have been listed as endangered species by the United States Fish &
Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game
Commission under the California Endangered Species Act without a permit. The discovery of
an endangered plant or animal could delay development of undeveloped property in
Improvement Area No. 3 or reduce the value of such property.
Other Possible Claims Upon the Value of Taxable Property
While the Special Taxes are secured by the taxable property in Improvement Area No. 3,
the security only extends to the value of such property that is not subject to priority and parity
liens and similar claims. The table in the section entitled “APPRAISED VALUE OF PROPERTY
WITHIN IMPROVEMENT AREA NO. 3 – Overlapping Liens and Priority of Lien” shows the
Attachment 4
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presently outstanding amount of governmental obligations (with stated exclusions), the tax or
assessment for which is or may become an obligation of one or more of the parcels of taxable
property. The table also states the additional amount of general obligation bonds the tax for
which, if and when issued, may become an obligation of one or more of the parcels of taxable
property. The table does not specifically identify which of the governmental obligations are
secured by liens on one or more of the parcels of taxable property.
The City, the County and certain other public agencies are authorized by the Act to form
other community facilities districts and improvement areas and, under other provisions of State
law, to form special assessment districts, either or both of which could include all or a portion of
the land within Improvement Area No. 3. Other governmental obligations may be authorized
and undertaken or issued in the future, the tax, assessment or charge for which may become an
obligation of one or more of the parcels of taxable property and may be secured by a lien on a
parity with the lien of the Special Tax securing the Bonds. The City has no control over the
ability of other entities to issue indebtedness secured by special taxes or assessments payable
from all or a portion of the taxable property within Improvement Area No. 3 subject to the levy of
the Special Tax. The imposition of additional indebtedness could reduce the willingness and the
ability of the property owners within Improvement Area No. 3 to pay the Special Taxes when
due.
In general, as long as the Special Tax is collected on the County tax roll, the Special Tax
and all other taxes, assessments and charges also collected on the tax roll are on a parity, that
is, are of equal priority. Questions of priority become significant when collection of one or more
of the taxes, assessments or charges is sought by some other procedure, such as foreclosure
and sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing
the Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any.
Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on
a parity with the other taxes, assessments and charges, and will share the proceeds of such
foreclosure proceedings on a pro rata basis. Although the Special Taxes will generally have
priority over non-governmental liens on a parcel of Taxable Property, regardless of whether the
non-governmental liens were in existence at the time of the levy of the Special Tax or not, this
result may not apply in the case of bankruptcy.
Bankruptcy and Foreclosure Delays
The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in
the same manner as ordinary ad valorem property taxes are collected and, except as provided
in the special covenant for foreclosure described in “SECURITY FOR THE BONDS –
Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” and in the Act,
is subject to the same penalties and the same procedure, sale and lien priority in case of
delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if
taxes are unpaid for a period of five years or more, the property is deeded to the State and then
is subject to sale by the County.
If sales or foreclosures of property are necessary, there could be a delay in payments to
owners of the Bonds pending such sales or the prosecution of foreclosure proceedings and
receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See “SECURITY
AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure.” No assurances can be given that a taxable parcel in
Improvement Area No. 3 that would be subject to a judicial foreclosure sale for delinquent
Special Taxes will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the
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delinquent Special Tax installment. Although the Act authorizes the City to cause such an action
to be commenced and diligently pursued to completion, the Act does not specify any obligation
of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at
the foreclosure sale in any such action if there is no other purchaser at such sale and the City
has not in any way agreed nor does it expect to be such a bidder.
The ability of the City to collect interest and penalties specified by State law and to
foreclose against properties having delinquent Special Tax installments may be limited in certain
respects with regard to properties in which the Federal Deposit Insurance Corporation (the
“FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a
financial institution that has made a loan that is secured by property within Improvement Area
No. 3.
The payment of the Special Tax and the ability of the City to foreclose the lien of a
delinquent unpaid Special Tax may also be limited by bankruptcy, insolvency or other laws
generally affecting creditors’ rights or by the laws of the State of California relating to judicial
foreclosure. Although bankruptcy proceedings would not cause the Special Tax to become
extinguished, bankruptcy of a property owner or any other person claiming an interest in the
property could result in a delay in superior court foreclosure proceedings and could result in the
possibility of Special Tax installments not being paid in part or in full. Such a delay would
increase the likelihood of a delay or default in payment of the principal of and interest on the
Bonds. The various legal opinions to be delivered concurrently with the delivery of the Bonds
(including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of
the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights, by the application of equitable principles and by the
exercise of judicial discretion in appropriate cases.
Other laws generally affecting creditors’ rights or relating to judicial foreclosure may
affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special
Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such
as a stay in enforcement of the foreclosure covenant, a six-month period after termination of
military service to redeem property sold to enforce the collection of a tax or assessment and a
limitation on the interest rate on the delinquent tax or assessment to persons in military service
if the court concludes the ability to pay such taxes or assessments is materially affected by
reason of such service.
To the extent that property in Improvement Area No. 3 continues to be owned by a
limited number of property owners, the chances are increased that the Reserve Fund could be
fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a
result, sufficient moneys would not be available in the Reserve Fund to make up shortfalls
resulting from delinquent payments of the Special Tax and thereby to pay principal of and
interest on the Bonds on a timely basis.
No Acceleration Provisions
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The Bonds do not contain a provision allowing for their acceleration in the event of a
payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement or
in the event interest on the Bonds becomes included in gross income for federal income tax
purposes. Under the Fiscal Agent Agreement, a Bondowner is given the right for the equal
benefit and protection of all Bondowners similarly situated to pursue certain remedies. So long
as the Bonds are in book-entry form, DTC will be the sole Bondowner and will be entitled to
exercise all rights and remedies of Bond holders, in accordance with its procedures and rules.
Loss of Tax Exemption
As discussed under the caption “LEGAL MATTERS – Tax Exemption,” interest on the
Bonds might become includable in gross income for purposes of federal income taxation
retroactive to the date the Bonds were issued as a result of future acts or omissions of the City
in violation of its covenants in the Fiscal Agent Agreement. Neither the Bonds nor the Fiscal
Agent Agreement contain a special redemption feature triggered by the occurrence of an event
of taxability. As a result, if interest on the Bonds were to become includable in gross income for
purposes of federal income taxation, the Bonds would continue to remain outstanding until
maturity unless earlier redeemed pursuant to optional redemption, mandatory sinking fund
redemption or special mandatory redemption upon prepayment of the Special Taxes.
In addition, Congress is or may be considering in the future legislative proposals,
including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the
exclusion from gross income for federal income tax purposes of interest on municipal bonds,
such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors
regarding any pending or proposed federal tax legislation. The City can provide no assurance
that federal tax law will not change while the Bonds are outstanding or that any such changes
will not adversely affect the exclusion of interest on the Bonds from gross income for federal
income tax purposes. If the exclusion of interest on the Bonds from gross income for federal
income tax purposes were amended or eliminated, it is likely that the market price for the Bonds
would be adversely impacted.
Enforceability of Remedies
The remedies available to the Fiscal Agent and the registered owners of the Bonds upon
a default under the Fiscal Agent Agreement or any other document described in this Official
Statement are in many respects dependent upon regulatory and judicial actions that are often
subject to discretion and delay. Under existing law and judicial decisions, the remedies provided
for under such documents may not be readily available or may be limited. Any legal opinions to
be delivered concurrently with the issuance of the Bonds will be qualified to the extent that the
enforceability of the legal documents with respect to the Bonds is subject to limitations imposed
by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors
generally and by equitable remedies and proceedings generally.
Judicial remedies, such as foreclosure and enforcement of covenants, are subject to
exercise of judicial discretion. A California court may not strictly apply certain remedies or
enforce certain covenants if it concludes that application or enforcement would be unreasonable
under the circumstances and it may delay the application of such remedies and enforcement.
No Secondary Market
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No representation is made concerning any secondary market for the Bonds. There can
be no assurance that any secondary market will develop for the Bonds. Investors should
understand the long-term and economic aspects of an investment in the Bonds and should
assume that they will have to bear the economic risks of their investment to maturity. An
investment in the Bonds may be unsuitable for any investor not able to hold the Bonds to
maturity.
Disclosure to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax, even if the
value of the property is sufficient to justify payment, may be affected by whether or not the
owner was given due notice of the Special Tax authorization at the time the owner purchased
the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax
be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well
as pay other expenses and obligations. The City has caused a Notice of Special Tax Lien to be
recorded in the Office of the Recorder for the County against the real property in Improvement
Area No. 3. Although title companies normally refer to such notices in title reports, there can be
no guarantee that such reference will be made or, if made, that a prospective purchaser or
lender will consider such Special Tax obligation when purchasing real property within
Improvement Area No. 3 or lending money thereon, as applicable.
California Civil Code Section 1102.6b requires that, in the case of transfers, the seller
must at least make a good faith effort to notify the prospective purchaser of the special tax lien
in a format prescribed by statute. Failure by an owner of the property to comply with the above
requirements, or failure by a purchaser or lessor to consider or understand the nature and
existence of the Special Tax, could adversely affect the willingness and ability of the purchaser
or lessor to pay the Special Tax when due.
IRS Audit of Tax-Exempt Bond Issues
The Internal Revenue Service (the “IRS”) has initiated an expanded program for the
auditing of tax-exempt bond issues, including both random and targeted audits. It is possible
that the Bonds will be selected for audit by the IRS. It is also possible that the market value of
such Bonds might be affected as a result of such an audit of such Bonds (or by an audit of
similar bonds or securities).
Voter Initiatives
From time to time, initiative measures qualify for the State ballot pursuant to the State’s
constitutional initiative process and those measures could be adopted by State voters. The
adoption of any such initiative might place limitations on the ability of the State, the City, the
County or other local districts to increase revenues or to increase appropriations or on the ability
of the landowners to complete the development of Improvement Area No. 3. See “Property
Values and Property Development” above.
Under the State Constitution, the power of initiative is reserved to the voters for the
purpose of enacting statutes and constitutional amendments. Since 1978, the voters have
exercised this power through the adoption of Proposition 13 and similar measures, including
Proposition 218, which was approved in the general election held on November 5, 1996, and
Proposition 26, which was approved on November 2, 2010.
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Any such initiative may affect the collection of fees, taxes and other types of revenue by
local agencies such as Improvement Area No. 3. Subject to overriding federal constitutional
principles, such collection may be materially and adversely affected by voter-approved
initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding
obligations such as the Special Tax Bonds.
Proposition 218–Voter Approval for Local Government Taxes–Limitation on Fees,
Assessments, and Charges–Initiative Constitutional Amendment, added Articles XIIIC and XIIID
to the State Constitution, imposing certain vote requirements and other limitations on the
imposition of new or increased taxes, assessments and property-related fees and charges.
On November 2, 2010, State voters approved Proposition 26, entitled the “Supermajority
Vote to Pass New Taxes and Fees Act”. Section 1 of Proposition 26 declares that Proposition
26 is intended to limit the ability of the State Legislature and local government to circumvent
existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.”
Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to
Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in
Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new
local taxes be submitted to the electorate before they become effective. Taxes for general
governmental purposes require a majority vote and taxes for specific purposes (“special taxes”)
require a two-thirds vote.
The Special Taxes and the Bonds were each authorized by a vote of the property
owners in existence at the time that the property was annexed into Improvement Area No. 3,
who constituted the qualified electors at the time of such voted authorization. Improvement
Area No. 3 believes, therefore, that issuance of the Bonds does not require the conduct of
further proceedings under the Act, Proposition 218 or Proposition 26.
Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both
judicial and legislative scrutiny before the impact on Improvement Area No. 3 can be
determined. Certain provisions of Proposition 218 and Proposition 26 may be examined by the
courts for their constitutionality under both State and federal constitutional law, the outcome of
which cannot be predicted.
Case Law Related to the Mello-Roos Act
On August 1, 2014, the California Court of Appeal, Fourth Appellate District, issued its
opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a
Convention Center Facilities District (the “CCFD”) established by the City of San Diego. The
CCFD is a financing district established under San Diego’s city charter (the “Charter”) and was
intended to function much like a community facilities district established under the Act. The
CCFD was comprised of all of the real property in the entire city. However, the CCFD special
tax was to be levied only on properties in the CCFD that were improved with a hotel.
At the election to authorize the CCFD special tax, the CCFD proceedings limited the
electorate to owners of hotel properties and lessees of real property owned by a governmental
entity on which a hotel was located. Registered voters in the City of San Diego were not
permitted to vote. This definition of the qualified electors of the CCFD was based on Section
53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any
tax year on residential property, the legislative body may provide that the vote shall be by the
landowners of the proposed community facilities district whose property would be subject to the
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special tax. The San Diego Court held that the CCFD special tax election did not comply with
its Charter and with applicable provisions of the State Constitution -- specifically Article XIIIA,
section 4 (“Cities, Counties and special districts, by a two-thirds vote of the qualified electors of
such district, may impose special taxes on such district . . ..”) and Article XIIIC, section 2(d) (“No
local government may impose, extend, or increase any special tax unless and until that tax is
submitted to the electorate and approved by a two-thirds vote.”) -- because the electors in the
CCFD election should have been the registered voters residing within the CCFD (the
boundaries of which were coterminous with the boundaries of the City of San Diego).
As to Improvement Area No. 3, there were no registered voters within Improvement Area
No. 3 at the time of the election to authorize the Special Taxes. Significantly, the San Diego
Court expressly stated that it was not addressing the validity of a landowner election to impose
special taxes on property pursuant to the Act in situations where there are fewer than 12
registered voters. Therefore, by its terms, the San Diego Court’s holding does not apply to the
special tax election in Improvement Area No. 3. Moreover, Sections 53341 and 53359 of the
Act establish a limited period of time in which special taxes levied under the Act may be
challenged by a third party, which time period has now passed.
COVID-19 Pandemic
The spread of the COVID-19 coronavirus pandemic, and responses intended to slow its
spread, may result in negative impacts to the homebuilding operations and sales of homes
within the District. In addition, no assurance can be given that the property tax payment dates
will not be deferred in the future, which may cause a delay in the receipt of Special Tax
Revenues by the City for the payment of the Bonds.
In March, 2020, several counties throughout the State announced shelter-in-place
(“Shelter-in-Place”) emergency orders. On March 19, 2020, California’s Governor announced
a similar Shelter-in-Place emergency executive order (N 33-20) effective for the entire State.
Since that time, various restrictions and reopenings have impacted the Shelter-in-Place orders,
and much uncertainty remains about the future. Further actions to alternately loosen and
tighten restrictions to slow the spread of COVID-19 are expected as, and to the extent,
caseloads continue to fall and rise.
In addition to the Shelter-in-Place orders described above, as a measure to assist
certain taxpayers impacted by COVID-19, on May 6, 2020 the Governor of the State issued
Executive Order N-61-20, which waives penalties and interest on property tax installments for
residential property occupied by the taxpayer and certain other real property which is used for a
small business, subject to certain filing requirements and proof of economic hardship due to
COVID-19 or any local, state or federal response to COVID-19. The order applies to taxes
levied in Fiscal Year 2019-20 and not delinquent prior to March 4, 2020 and waives and forgives
penalties and interest through May 6, 2021.
Notwithstanding the foregoing, there has been no material stoppage in development or
construction activities with respect to the land in Improvement Area No. 3 (or the District more
broadly), and the City has not experienced any material delinquencies in the payment of Special
Taxes impairing its ability to pay debt service on the Bonds.
The COVID-19 outbreak is ongoing, and its duration and severity and economic effects
are uncertain in many respects. Uncertain too are the additional actions that may be taken by
federal, State and local governmental authorities to contain or mitigate the effects of the
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outbreak. Negative impacts on the collection of Special Taxes could occur because Special Tax
payments are deferred, or some taxpayers may be unable to make their property and special
tax payments. Additionally, the value of property on future secured property tax rolls could be
reduced, which will not be known until the applicable tax roll is released. The negative impacts
of COVID-19 and efforts to contain its spread may reduce or negatively affect the pace of
development activity in the District, as well as home sales, home prices, property values and/or
the ability or willingness of property owners to pay Special Taxes levied upon their property, all
of which could impact the City’s ability to pay debt service on the Bonds.
Cyber Security
The City, like many other public and private entities, relies on computer and other digital
networks and systems to conduct its operations. As a recipient and provider of personal, private
or other sensitive electronic information, the City is potentially subject to multiple cyber threats,
including without limitation hacking, viruses, ransomware, malware and other attacks. No
assurance can be given that the City’s efforts to manage cyber threats and attacks will be
successful in all cases, or that any such attack will not materially impact the operations or
finances of the City or the District, or the administration of the Bonds. The City is also reliant on
other entities and service providers in connection with the administration of the Bonds, including
without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal
Agent, and the dissemination agent. No assurance can be given that the City, the District and
these other entities will not be affected by cyber threats and attacks in a manner that may affect
the Bond owners.
Potential Early Redemption of Bonds from Prepayments
Property owners within the District are permitted to prepay their Special Tax obligation at
any time. Such prepayments could also be made from the proceeds of bonds issued by or on
behalf of an overlapping special assessment district or community facilities district. Such
prepayments will result in a redemption of the Bonds on the interest payment date for which
timely notice may be given under the Fiscal Agent Agreement following the receipt of the
prepayment. The resulting redemption of Bonds that were purchased at a price greater than par
could reduce the otherwise expected yield on such Bonds.
CONTINUING DISCLOSURE
The City
The City has covenanted for the benefit of owners of the Bonds to provide certain
financial information and operating data relating to Improvement Area No. 3 by not later than
January 15th of each year (the “City Annual Report”) commencing with its report for the 2020-
21 Fiscal Year (due January 15, 2022) and to provide notices of the occurrence of certain
enumerated events.
The City Annual Reports and notice of a listed event will be filed with the Municipal
Securities Rulemaking Board. The covenants of the City have been made in order to assist the
Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the
“Rule”). The specific nature of the information to be contained in the annual reports or the
notices of listed events by the City is summarized in APPENDIX G-1.
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To the best of the City’s knowledge, it has complied in all material respects with its prior
continuing disclosure obligations during the past five years. [Underwriter to confirm] The City
has retained Goodwin Consulting Group Inc., as dissemination agent, in connection with
entering into its undertaking under the Rule related to the Bonds.
Dublin Crossing
The information under this caption has been provided by representatives of Dublin
Crossing and has not been independently confirmed or verified by the Underwriter, the City or
the District.
Dublin Crossing, on behalf of itself and its Affiliates (which specifically excludes the
Brookfield BAH, CalAtlantic, and Lennar Homes) has also agreed for the benefit of owners of
the Bonds to provide certain information relating to the property it or its Affiliates owns in
Improvement Area No. 3 by not later than December 15th and June 15th of each year (reflecting
reported information as of a date no more than 60 days prior) beginning with the report due
December 15, 2021 (the “Dublin Crossing Periodic Reports”) and to provide notices of the
occurrence of certain enumerated events. The obligation of Dublin Crossing to provide such
information will terminate (i) with respect to a neighborhood, upon the sale of such
neighborhood to Lennar Homes or Brookfield BAH (as responsibility to report on such property
will automatically be subject to the continuing disclosure agreement of CalAtlantic or Brookfield
BAH, as applicable), (ii) with respect to a neighborhood sold to someone other than Lennar
Homes, CalAtlantic, or Brookfield BAH, and assuming the property sold is responsible for 20%
or more of the Special Taxes within Improvement Area No. 3, upon execution of an assumption
agreement by the new owner, and (iii) for the agreement as a whole, once Dublin Crossing no
longer owns any taxable property in Improvement Area No. 3 (subject to (i) and (ii) above)..
Dublin Crossing’s reporting obligation may end in certain other circumstances, as described in
APPENDIX ____. A default under the agreement with Dublin Crossing will not, in itself,
constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy under
the agreement in the event of any failure of Dublin Crossing or the Dissemination agent, to
comply with the agreement will be an action to compel performance.
Dublin Crossing has not previously entered into any continuing disclosure obligations.
Brookfield BAH
The information under this caption has been provided by representatives of Brookfield
BAH and has not been independently confirmed or verified by the Underwriter, the City or the
District.
Brookfield BAH will execute a Continuing Disclosure Agreement (the “Brookfield BAH
Continuing Disclosure Agreement”), pursuant to which Brookfield BAH has agreed, on behalf
of itself and its Affiliates (which specifically excludes Dublin Crossing, CalAtlantic, and Lennar
Homes) for the benefit of owners of the Bonds, to provide certain information relating to the
property it or its Affiliates owns in Improvement Area No. 3 by not later than December 15th and
June 15th of each year (reflecting reported information as of a date no more than 60 days prior)
beginning with the report due December 15, 2021 (the “Brookfield BAH Periodic Reports”)
and to provide notices of the occurrence of certain enumerated events. Any additional property
acquired by Brookfield BAH subsequent to the execution of the Brookfield BAH Continuing
Disclosure Agreement will automatically be subject to the Brookfield BAH Continuing Disclosure
Agreement without requiring any assumption agreement. The obligation of Brookfield BAH to
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provide such information is in effect only so long as the Brookfield BAH and its Affiliates are
collectively responsible for 20% or more of the Special Taxes within Improvement Area No. 3.
Brookfield BAH’s reporting obligation may end in certain other circumstances, as described in
APPENDIX G-2. A default under the agreement with Brookfield BAH will not, in itself, constitute
an Event of Default under the Fiscal Agent Agreement, and the sole remedy under the
Brookfield BAH Continuing Disclosure Agreement in the event of any failure of Brookfield BAH
or the Dissemination agent, to comply with the Brookfield BAH Continuing Disclosure
Agreement will be an action to compel performance.
To the best of Brookfield BAH’s knowledge, it has complied in all material respects with
its prior continuing disclosure obligations during the past five years.
CalAtlantic
The information under this caption has been provided by representatives of CalAtlantic
and has not been independently confirmed or verified by the Underwriter, the City or the District.
CalAtlantic will execute a Continuing Disclosure Agreement (the “CalAtlantic
Continuing Disclosure Agreement”), pursuant to which CalAtlantic has agreed for the benefit
of owners of the Bonds to provide, or cause to be provided, certain information relating to the
property it owns in Improvement Area No. 3 by not later than December 15th and June 15th of
each year (reflecting reported information as of a date no more than 60 days prior) beginning
with the report due December 15, 2021 (the “CalAtlantic Periodic Reports”) and to provide
notices of the occurrence of certain enumerated events. Any additional property acquired by
CalAtlantic or Lennar Homes subsequent to the execution of the CalAtlantic Continuing
Disclosure Agreement will automatically be subject to the CalAtlantic Continuing Disclosure
Agreement without requiring any assumption agreement. The obligation of CalAtlantic to
provide such information is in effect only so long as CalAtlantic and its Affiliates (which
specifically includes Lennar Homes for purposes of the CalAtlantic Continuing Disclosure
Agreement) are collectively responsible for 20% or more of the Special Taxes. CalAtlantic’s
reporting obligation may end in certain other circumstances, as described in the CalAtlantic
Continuing Disclosure Agreement. A default under the CalAtlantic Continuing Disclosure
Agreement will not, in itself, constitute an Event of Default under the Fiscal Agent Agreement,
and the sole remedy under the CalAtlantic Continuing Disclosure Agreement in the event of any
failure of CalAtlantic or the Dissemination agent, to comply with the CalAtlantic Continuing
Disclosure Agreement will be an action to compel performance. See APPENDIX G-3 – “FORM
OF CONTINUING DISCLOSURE UNDERTAKINGS – Developer Continuing Disclosure
Agreement (CalAtlantic Group, Inc.).”
Prior Disclosure Compliance by CalAtlantic. Other than as disclosed in this Official
Statement, to the actual knowledge of CalAtlantic, it has not materially failed during the past five
years to comply in any material respect with any previous undertaking by it to provide periodic
continuing disclosure reports or notice of material events with respect to any community facility
district or assessment district in California. However, CalAtlantic’s Northern California division
failed to file an annual report due June 15, 2018 with respect to the $32,740,000 City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 1, Special
Tax Bonds, Series 2017, which it subsequently filed on July 2, 2018.
UNDERWRITING
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The Bonds were purchased through negotiation by Hilltop Securities, Inc. (the
“Underwriter”). The Underwriter agreed to purchase the Bonds at a price of $_________
(which is equal to the par amount of the Bonds, plus/less a [net] original issue premium/discount
of $_________ and less the Underwriter’s discount of $________). The initial public offering
prices set forth on the inside cover page hereof may be changed by the Underwriter. The
Underwriter may offer and sell the Bonds to certain dealers and others at a price lower than the
public offering prices set forth on the cover page hereof.
MUNICIPAL ADVISOR
The City has retained Fieldman, Rolapp & Associates, Inc., San Francisco, California, as
Municipal Advisor (the “Municipal Advisor”) in connection with the planning, structuring and
issuance of the Bonds. The Municipal Advisor is not obligated to undertake, and has not
undertaken to make, an independent verification or assume responsibility for the accuracy,
completeness, or fairness of the information contained in this Official Statement. The fees of
the Municipal Advisor are contingent upon the sale and delivery of the Bonds.
LEGAL OPINION
The validity of the Bonds and certain other legal matters are subject to the approving
opinion of Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is
contained in APPENDIX F to this Official Statement, and the final opinion will be made available
to registered owners of the Bonds at the time of delivery. The fees of Bond Counsel are
contingent upon the sale and delivery of the Bonds.
TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Bond Counsel, subject, however to the qualifications set forth below,
under existing law, the interest on the Bonds is excluded from gross income for federal income
tax purposes and such interest is not an item of tax preference for purposes of the federal
alternative minimum tax.
The opinions set forth in the preceding paragraph are subject to the condition that the
City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax
Code”) relating to the exclusion from gross income for federal income tax purposes of interest
on obligations such as the Bonds. The City has made certain representations and covenants in
order to comply with each such requirement. Inaccuracy of those representations, or failure to
comply with certain of those covenants, may cause the inclusion of such interest in gross
income for federal income tax purposes, which may be retroactive to the date of issuance of the
Bonds.
Tax Treatment of Original Issue Discount and Premium. If the initial offering price to
the public at which a Bond is sold is less than the amount payable at maturity thereof, then such
difference constitutes "original issue discount" for purposes of federal income taxes and State of
California personal income taxes. If the initial offering price to the public at which a Bond is sold
is greater than the amount payable at maturity thereof, then such difference constitutes "original
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issue premium" for purposes of federal income taxes and State of California personal income
taxes. De minimis original issue discount and original issue premium are disregarded.
Under the Tax Code, original issue discount is treated as interest excluded from federal
gross income and exempt from State of California personal income taxes to the extent properly
allocable to each owner thereof subject to the limitations described in the first paragraph of this
section. The original issue discount accrues over the term to maturity of the Bond on the basis
of a constant interest rate compounded on each interest or principal payment date (with straight-
line interpolations between compounding dates). The amount of original issue discount
accruing during each period is added to the adjusted basis of such Bonds to determine taxable
gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The
Tax Code contains certain provisions relating to the accrual of original issue discount in the
case of purchasers of the Bonds who purchase the Bonds after the initial offering of a
substantial amount of such maturity. Owners of such Bonds should consult their own tax
advisors with respect to the tax consequences of ownership of Bonds with original issue
discount, including the treatment of purchasers who do not purchase in the original offering, the
allowance of a deduction for any loss on a sale or other disposition, and the treatment of
accrued original issue discount on such Bonds under federal individual alternative minimum
taxes.
Under the Tax Code, original issue premium is amortized on an annual basis over the
term of the Bond (said term being the shorter of the Bond's maturity date or its call date). The
amount of original issue premium amortized each year reduces the adjusted basis of the owner
of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of
original issue premium on a Bond is amortized each year over the term to maturity of the Bond
on the basis of a constant interest rate compounded on each interest or principal payment date
(with straight-line interpolations between compounding dates). Amortized Bond premium is not
deductible for federal income tax purposes. Owners of premium Bonds, including purchasers
who do not purchase in the original offering, should consult their own tax advisors with respect
to State of California personal income tax and federal income tax consequences of owning such
Bonds.
California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is
exempt from California personal income taxes.
Other Tax Considerations. Current and future legislative proposals, if enacted into
law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be
subject, directly or indirectly, to federal income taxation or to be subject to or exempted from
state income taxation, or otherwise prevent beneficial owners from realizing the full current
benefit of the tax status of such interest. The introduction or enactment of any such legislative
proposals, clarification of the Tax Code or court decisions may also affect the market price for,
or marketability of, the Bonds. It cannot be predicted whether or in what form any such proposal
might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to
enactment.
The opinions expressed by Bond Counsel are based upon existing legislation and
regulations as interpreted by relevant judicial and regulatory authorities as of the date of such
opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation
or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or
receiving interest on the Bonds, as of any future date. Prospective purchasers of the Bonds
Attachment 4
817
-74-
should consult their own tax advisors regarding any pending or proposed federal or state tax
legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
Owners of the Bonds should also be aware that the ownership or disposition of, or the
accrual or receipt of interest on, the Bonds may have federal or state tax consequences other
than as described above. Other than as expressly described above, Bond Counsel expresses
no opinion regarding other federal or state tax consequences arising with respect to the Bonds,
the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on
the Bonds.
NO RATINGS
The City has not applied to a rating agency for the assignment of a rating on the Bonds
and does not contemplate applying for a rating.
NO LITIGATION
At the time of delivery of and payment for the Bonds, the City Attorney will deliver his
opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or
investigation at law or in equity before or by any court or regulatory agency pending against the
City affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin
the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in
accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax
to pay the principal of and interest on the Bonds, or in any way contesting or affecting the
validity or enforceability of the Bonds, the Fiscal Agent Agreement or any action of the City
contemplated by any of said documents, or in any way contesting the completeness or accuracy
of this Official Statement or any amendment or supplement thereto, or contesting the powers of
the City or its authority with respect to the Bonds or any action of the City contemplated by any
of said documents.
PROFESSIONAL FEES
Fees payable to certain professionals, including Jones Hall, A Professional Law
Corporation, San Francisco, California, as Bond Counsel and Disclosure Counsel, Fieldman
Rolapp & Associates, as Municipal Advisor, the Trustee and the Underwriter are contingent upon
the issuance of the Bonds.
Attachment 4
818
-75-
EXECUTION
The execution and delivery of this Official Statement by the City has been duly
authorized by the City Council on behalf of the District and Improvement Area No. 3.
CITY OF DUBLIN
By:
Assistant City Manager
Attachment 4
819
A-1
APPENDIX A
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
Attachment 4
820
B-1
APPENDIX B
THE APPRAISAL
Attachment 4
821
C-1
APPENDIX C
SUMMARY OF FISCAL AGENT AGREEMENT
Attachment 4
822
D-1
APPENDIX D
THE CITY OF DUBLIN AND ALAMEDA COUNTY
General
The City. Incorporated in 1982, the City of Dublin (the “City”) is a suburban city of
the San Francisco East Bay and Tri-Valley regions of Alameda County (the “County”). It is
located approximately 35 miles east of downtown San Francisco, 23 miles east of downtown
Oakland, and 31 miles north of downtown San Jose.
The City operates under the Council-Manager form of government. Policy making and
legislative authority are vested in the City Council, which consists of an elected Mayor, who
serves a two-year term, and four Council members each elected to a four-year term.
The County. The County is located on the east side of the San Francisco Bay, south of
the City of Oakland and approximately ten miles west of the City of San Francisco. Access to
San Francisco is provided by the San Francisco Bay Bridge, AC Transit and Bay Area Rapid
Transit (BART). The northern part of Alameda County has direct access to San Francisco Bay
and the City of San Francisco. It is highly diversified with residential areas, as well as traditional
heavy industry, the University of California at Berkeley, the Port of Oakland, and sophisticated
manufacturing, computer services and biotechnology firms. The middle of the County is also
highly developed including older established residential and industrial areas. The southeastern
corner of the County has seen strong growth in residential development and manufacturing.
Many high-tech firms have moved from neighboring Silicon Valley in Santa Clara County to this
area. The southwestern corner of the County has seen the most development in recent years
due to land availability. Agriculture and the rural characteristics of this area are disappearing as
the region maintains its position as the fastest growing residential, commercial and industrial
part of the County.
Population
The following table lists population estimates for the City, the County and the State of
California for the last five calendar years, as of January 1.
CITY OF DUBLIN, ALAMEDA COUNTY AND STATE OF CALIFORNIA
Population Estimates
Calendar Years 2017 through 2021 as of January 1
Year City of Dublin Alameda County State of California
2017 60,487 1,646,405 39,500,973
2018 61,874 1,656,884 39,740,508
2019 64,577 1,669,301 39,927,315
2020 65,716 1,670,834 39,782,870
2021 64,695 1,656,591 39,466,855
Source: State Department of Finance estimates (as of January 1).
Attachment 4
823
D-2
Employment and Industry
The District is included in the Oakland-Hayward-Berkeley Metropolitan Division (“MD”).
The unemployment rate in the Oakland-Hayward-Berkeley MD was 6.4 percent in April 2021,
down from a revised 6.5 percent in March 2021, and below the year-ago estimate of 14.8
percent. This compares with an unadjusted unemployment rate of 8.1 percent for California and
5.7 percent for the nation during the same period. The unemployment rate was 6.3 percent in
Alameda County and 6.6 percent in Contra Costa County.
The table below list employment by industry group for Alameda and Contra Costa
Counties for the years 2016 to 2020.
OAKLAND-HAYWARD-BERKELY MD
(Alameda and Contra Costa Counties)
Annual Averages Civilian Labor Force, Employment and Unemployment,
Employment by Industry
(March 2020 Benchmark)
2016 2017 2018 2019 2020
Civilian Labor Force (1) 1,385,000 1,396,900 1,401,800 1,400,800 1,355,100
Employment 1,324,400 1,344,300 1,357,900 1,358,000 1,235,600
Unemployment 60,600 52,600 43,900 42,800 119,400
Unemployment Rate 4.4% 3.8% 3.1% 3.1% 8.8%
Wage and Salary Employment: (2)
Agriculture 1,300 1,400 1,300 1,400 1,500
Mining and Logging 300 200 200 200 200
Construction 67,900 71,200 74,900 75,500 70,400
Manufacturing 91,300 95,700 100,600 101,000 98,200
Wholesale Trade 48,100 48,700 47,500 45,400 42,000
Retail Trade 113,400 114,400 114,400 111,700 100,500
Transportation, Warehousing, Utilities 39,700 41,300 42,300 43,700 45,100
Information 26,500 26,900 27,600 27,600 25,800
Finance and Insurance 38,900 38,900 37,500 37,200 36,000
Real Estate and Rental and Leasing 16,900 17,400 17,800 18,100 16,700
Professional and Business Services 181,100 184,500 189,500 193,200 184,600
Educational and Health Services 185,900 191,500 194,300 198,400 189,800
Leisure and Hospitality 111,700 114,900 117,700 121,000 84,100
Other Services 39,100 40,200 41,000 41,200 32,900
Federal Government 13,900 13,800 13,400 13,400 14,100
State Government 39,700 39,300 39,400 39,600 38,000
Local Government 119,800 121,500 121,800 121,800 113,800
Total, All Industries (3) 1,135,400 1,161,800 1,181,300 1,190,400 1,093,700
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic
workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic
workers, and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department.
Attachment 4
824
D-3
Principal Employers
The following table shows the principal employers in the City, as shown in the City’s
Comprehensive Annual Financial Report for the fiscal year ending June 30, 2020.
CITY OF DUBLIN
Principal Employers
As of June 2020
Employer
Number of
Employees Rank
U.S. Government & Federal Correction Institute 1,400 1
County of Alameda 1,165 2
Dublin Unified School District 1,115 3
Ross Stores Headquarters 1,100 4
Kaiser Permanente 510 5
Zeiss Meditec 450 6
TriNet 400 7
Target Stores 380 8
Patelco Credit Union 380 9
City of Dublin 332 10
Source: City of Dublin, California. Comprehensive Annual Financial Report for fiscal year ended June 30, 2020.
[Remainder of page intentionally left blank]
Attachment 4
825
D-4
Major Employers
The table below lists the major employers in the County, listed alphabetically.
ALAMEDA COUNTY
Major Employers
Employer Name Location Industry
Alameda County Law Enforcement Oakland Government Offices-County
Alameda County Sheriff's Dept San Leandro Government Offices-County
Alameda County Sheriff's Ofc Oakland Sheriff
Alta Bates Summit Med Ctr Alta Berkeley Hospitals
BART Oakland Transportation
California State Univ East Bay Hayward Schools-Universities & Colleges Academic
Dell EMC Pleasanton Computer Storage Devices (mfrs)
East Bay Mud Oakland Water & Sewage Companies-Utility
Ebmud Oakland Utilities
Grifols Diagnostic Solutions Emeryville Pharmaceutical Research Laboratories
Highland Hospital Oakland Hospitals
Kaiser Permanente Oakland Med Oakland Hospitals
Lawerence Berkeley Lab Berkeley Laboratories-Research & Development
Lawrence Livermore Natl Lab Livermore University-College Dept/Facility/Office
Lifescan Inc Fremont Physicians & Surgeons Equip & Supls-Mfrs
Oakland Police Patrol Div Oakland Police Departments
Sanfrancisco Bayarea Rapid Oakland Transit Lines
Transportation Dept-California Oakland Government Offices-State
UCSF Benioff Children's Hosp Oakland Hospitals
University of CA Berkeley Berkeley Schools-Universities & Colleges Academic
University of CA-BERKELEY Berkeley University-College Dept/Facility/Office
University-Ca-Berkeley Dept Berkeley University-College Dept/Facility/Office
Valley Care Health System Livermore Health Services
Washington Hospital Healthcare Fremont Hospitals
Western Digital Corp Fremont Computer Storage Devices (mfrs)
Source: State of California Employment Development Department, extracted from the America’s Labor Market Information
System (ALMIS) Employer Database, 2021 1st Edition.
[Remainder of page intentionally left blank]
Attachment 4
826
D-5
Construction Activity
Provided below are the building permits and valuations for the City and the County for
calendar years 2016 through 2020.
CITY OF DUBLIN
Total Building Permit Valuations
(Valuations in Thousands)
2016 2017 2018 2019 2020
Permit Valuation
New Single-family $182,687.1 $239,572.7 $241,339.1 $68,810.7 $73,627.0
New Multi-family 205,534.4 124,110.5 53,361.1 23,753.9 105,932.7
Res. Alterations/Additions 66,984.6 116,342.3 6,938.7 16,759.2 7,506.7
Total Residential 455,206.1 480,025.5 301,638.9 109,323.8 187,066.4
New Commercial 2,794.8 17,184.6 4,009.8 81,009.4 142,998.0
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 11,395.8 41,550.8 15,680.6 4,763.2 1,229.3
Com. Alterations/Additions 19,204.1_ 114,866.8 24,885.4 33,640.2 14,519.2
Total Nonresidential 47,585.3 173,602.2 44,575.8 119,412.8 158,746.5
New Dwelling Units
Single Family 528 672 608 151 153
Multiple Family 74 435 159 58 346
TOTAL 602 1,107 767 209 499
Source: Construction Industry Research Board, Building Permit Summary.
ALAMEDA COUNTY
Total Building Permit Valuations
(Valuations in Thousands)
2016 2017 2018 2019 2020
Permit Valuation
New Single-family $791,891.2 $763,677.9 $689,530.0 $675,129.8 $394,500.3
New Multi-family 497,341.3 1,307,094.0 1,431,985.0 782,536.4 722,038.0
Res. Alterations/Additions 466,239.3 501,276.2 469,158.5 512,409.9 293,866.8
Total Residential 1,755,471.8 2,572,048.1 2,590,673.5 1,970,076.1 1,410,405.1
New Commercial 444,307.9 585,896.6 551,547.4 718,569.0 238,516.5
New Industrial 53,242.1 26,703.6 302,121.2 5,638.5 0.0
New Other 87,213.3 148,820.3 89,686.1 78,049.8 131,447.0
Com. Alterations/Additions 775,031.8 829,413.8 819,040.7 992,668.1 628,230.5
Total Nonresidential 1,359,795.1 1,590,834.3 1,762,395.4 1,794,925.4 998,194.0
New Dwelling Units
Single Family 2,348 2,175 1,867 1,871 1,152
Multiple Family 3,171 6,889 6,540 4,145 2,610
TOTAL 5,519 9,064 8,407 6,016 3,762
Source: Construction Industry Research Board, Building Permit Summary.
Attachment 4
827
D-6
Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax
payments, a number often referred to as “disposable” or “after-tax” income. Personal income is
the aggregate of wages and salaries, other labor-related income (such as employer
contributions to private pension funds), proprietor’s income, rental income (which includes
imputed rental income of owner-occupants of non-farm dwellings), dividends paid by
corporations, interest income from all sources, and transfer payments (such as pensions and
welfare assistance). Deducted from this total are personal taxes (federal, state and local),
nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance.
According to U.S. government definitions, the resultant figure is commonly known as
“disposable personal income.”
The following table summarizes the median household effective buying income for the
City, the County, the State and the United States for the period 2017 through 2021.
CITY OF DUBLIN AND ALAMEDA COUNTY
Effective Buying Income
Median Household
As of January 1, 2017 Through 2021
Year
Area
Total Effective
Buying Income
(000’s Omitted)
Median Household
Effective Buying
Income
2017 City of Dublin $2,539,820 $101,932
Alameda County 61,987,949 73,633
California 1,113,648,181 59,646
United States 8,640,770,229 50,735
2018 City of Dublin $2,539,820 $101,932
Alameda County 61,987,949 73,633
California 1,113,648,181 59,646
United States 8,640,770,229 50,735
2019 City of Dublin $3,024,338 $111,857
Alameda County 67,609,653 79,446
California 1,183,264,399 62,637
United States 9,017,967,563 52,841
2020 City of Dublin $3,528,085 $121,648
Alameda County 72,243,436 84,435
California 1,243,564,816 65,870
United States 9,487,165,436 55,303
2021 City of Dublin $3,821,704 $126,662
Alameda County 77,794,202 88,389
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
_________________
Source: The Nielsen Company (US), Inc for years 2017 and 2018; Claritas, LLC for 2019 through 2021.
Attachment 4
828
D-7
Taxable Transactions
Summaries of historic taxable sales within the City and the County during the past five
years in which data is available are shown in the following tables.
Total taxable sales during calendar year 2020 in the City were reported to be
$1,615,174,238, a 18.06% decrease in total taxable sales of $1,971,228,332 reported during the
calendar year 2019.
CITY OF DUBLIN
Taxable Transactions
Number of Permits and Valuation of Taxable Transactions
(Valuations in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2016 813 $1,447,991 1,284 $1,756,776
2017 829 1,449,580 1,320 1,766,693
2018 843 1,603,404 1,387 1,983,177
2019 825 1,560,838 1,383 1,971,228
2020 848 1,253,711 1,455 1,615,174
Source: State Department of Tax and Fee Administration.
Total taxable transactions during calendar year 2020 in the County were reported to be
$31,782,794,285, a 9.30% decrease in total taxable transactions of $35,040,749,099 reported
during calendar year 2019.
ALAMEDA COUNTY
Taxable Transactions
Number of Permits and Valuation of Taxable Transactions
(Valuations in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2016 27,273 $19,386,688 44,799 $30,958,480
2017 27,431 20,561,252 45,232 32,476,174
2018 27,816 22,857,349 47,402 35,073,302
2019 28,375 21,882,886 49,197 35,040,749
2020 28,831 19,626,570 50,461 31,781,794
Source: State Department of Tax and Fee Administration.
Attachment 4
829
E-1
APPENDIX E
PRICING REPORT
Attachment 4
830
F-1
APPENDIX F
FORM OF OPINION OF BOND COUNSEL
[Closing Date]
City Council
City of Dublin
100 Civic Plaza
Dublin, California 94568
OPINION: $__________ City of Dublin Community Facilities District No. 2015-1
(Dublin Crossing) Improvement Area No. 3 Special Tax Bonds, Series 2021
Members of the City Council:
We have acted as bond counsel in connection with the issuance by the City of Dublin
(the “City”) of $__________ City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing) Improvement Area No. 3 Special Tax Bonds, Series 2021 (the “Bonds”), pursuant to
the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section 53311,
et seq. of the California Government Code (the “Act”) and a Fiscal Agent Agreement dated as of
August 1, 2021 (the “Fiscal Agent Agreement”) by and between the City for and on behalf of the
City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) for its Improvement
Area No. 3, and U.S. Bank National Association, as fiscal agent. We have examined the law
and such certified proceedings and other papers as we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon representations of
the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other
certifications of public officials furnished to us, without undertaking to verify the same by
independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The City is duly created and validly existing as a public body, corporate and
politic, with the power to adopt the resolution authorizing the issuance of the Bonds (the
“Resolution”), enter into the Fiscal Agent Agreement, and perform the agreements on its part
contained therein, and issue the Bonds.
2. The Bonds have been duly authorized, executed and delivered by the City and
are valid and binding limited obligations of the City, payable solely from the sources provided
therefor in the Fiscal Agent Agreement.
3. The Fiscal Agent Agreement has been duly entered into by the City and
constitutes a valid and binding obligation of the City enforceable upon the City.
4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds
pledged by the Fiscal Agent Agreement.
Attachment 4
831
F-1
5. The interest on the Bonds is excluded from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum
tax. The opinions set forth in the preceding sentence are subject to the condition that the City
comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the
exclusion from gross income for federal income tax purposes of interest on obligations such as
the Bonds. The City has made certain representations and covenants in order to comply with
each such requirement. Inaccuracy of those representations, or failure to comply with certain of
those covenants, may cause the inclusion of such interest in gross income for federal income
tax purposes, which may be retroactive to the date of issuance of the Bonds
6. The interest on the Bonds is exempt from personal income taxation imposed by
the State of California.
We express no opinion regarding any other tax consequences arising with respect to the
ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.
The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution
and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and
may also be subject to the exercise of judicial discretion in appropriate cases.
This opinion is given as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention, or any changes in law that may hereafter occur. Our engagement with respect to this
matter has terminated as of the date hereof.
Respectfully submitted,
A Professional Law Corporation
Attachment 4
832
G-1
APPENDIX G
FORM OF CONTINUING DISCLOSURE UNDERTAKINGS
Attachment 4
833
G-1-1
APPENDIX G-1
CONTINUING DISCLOSURE AGREEMENT
(City)
$___________
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2015-1
(DUBLIN CROSSING)
IMPROVEMENT AREA NO. 3
SPECIAL TAX BONDS, SERIES 2021
This CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated
as of August 1, 2021 is entered into by the CITY OF DUBLIN (the “City”), for and on behalf of
the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the “District”) for
its Improvement Area No. 3 (“Improvement Area No. 3), and Goodwin Consulting Group Inc., as
initial dissemination agent, in connection with the execution and delivery by the City of its City of
Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 3
Special Tax Bonds, Series 2021 (the “Bonds”). The Bonds are being executed and delivered
pursuant to a Fiscal Agent Agreement, dated as of August 1, 2021 (the “Fiscal Agent
Agreement”), by and between the City and U.S. Bank National Association, as fiscal agent (the
“Fiscal Agent”).
The City covenants and agrees, for and on behalf of the District, as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the City for the benefit of the holders and beneficial owners of the
Bonds and in order to assist the Participating Underwriter in complying with the Rule.
Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal
Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement unless
otherwise defined herein, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Agreement.
“Annual Report Date” means January 15th of each year that an Annual Report is due.
“Dissemination Agent” means, initially, Goodwin Consulting Group, Inc., or any
successor Dissemination Agent designated in writing by the City and which has filed with the
City a written acceptance of such designation in accordance with Section 8 of this Disclosure
Agreement.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure
Agreement.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated
by the Securities and Exchange Commission as the sole repository of disclosure information for
Attachment 4
834
G-1-2
purposes of the Rule, or any other repository of disclosure information that may be designated
by the Securities and Exchange Commission as such for purposes of the Rule in the future.
“Official Statement” means the final official statement executed by the City in connection
with the issuance of the Bonds.
“Participating Underwriter” means Hilltop Securities Inc., as the original underwriter of
the Bonds.
“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as it may be amended from time to time.
“Special Taxes” means the special taxes of the District levied on taxable property within
the District.
Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than the
Annual Report Date, commencing January 15, 2022, with the report for Fiscal Year 2020-21,
provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that
is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than 15
Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the
Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report
Date the Dissemination Agent (if other than the City) has not received a copy of the Annual
Report, the Dissemination Agent shall contact the City to determine if the City is in compliance
with the previous sentence. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may include by reference other information as
provided in Section 4 of this Disclosure Agreement; provided, that the audited financial
statements of the City may be submitted separately from the balance of the Annual Report, and
later than the Annual Report Date, if not available by that date. If the City’s Fiscal Year
changes, it shall give notice of such change in the same manner as for a Listed Event. The City
shall provide a written certification with each Annual Report furnished to the Dissemination
Agent to the effect that such Annual Report constitutes the Annual Report required to be
furnished by the City hereunder.
(b) If the City does not provide (or cause the Dissemination Agent to provide) an
Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination
Agent to provide) to the MSRB in a timely manner, in an electronic format as prescribed by the
MSRB, a notice in substantially the form prescribed by the MSRB.
(c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine prior to each Annual Report Date the then-applicable rules and
electronic format prescribed by the MSRB for the filing of annual continuing disclosure
reports; and
(ii) if the Dissemination Agent is other than the City, file a report with the City
certifying that the Annual Report has been provided pursuant to this Disclosure
Agreement, and stating the date it was provided.
Attachment 4
835
G-1-3
Section 4. Content of Annual Reports. The City’s Annual Report shall contain or
incorporate by reference the following:
(a) The City’s audited financial statements prepared in accordance with generally
accepted accounting principles as promulgated to apply to governmental entities from time to
time by the Governmental Accounting Standards Board. If the City’s audited financial
statements are not available by the Annual Report Date, the audited financial statements shall
be filed in the same manner as the Annual Report when they become available.
(b) The following information:
(i) Principal amount of all outstanding bonds of Improvement Area No. 3.
(ii) Balance in the improvement fund or construction account.
(iii) Balance in debt service reserve fund, and statement of the reserve fund
requirement. Statement of projected reserve fund draw, if any.
(iv) Balance in other funds and accounts held by the City or Fiscal Agent
related to the Bonds.
(v) Additional debt authorized by the City and payable from or secured by
special taxes with respect to property within Improvement Area No. 3.
(vi) The Special Tax levy, collections, the delinquency rate, total amount of
delinquencies, number of parcels delinquent in payment for the five most recent Fiscal
Years.
(vii) Notwithstanding the June 30th reporting date for the Annual Report, the
following information shall be reported as of the last day of the month immediately
preceding the date of the Annual Report for which such data is available rather than as
of June 30th: The identity of each delinquent taxpayer responsible for 5% or more of
total special tax/assessment levied, and for each such taxpayer, the applicable assessor
parcel number, assessed value of applicable properties, amount of Special Tax levied,
amount delinquent by parcel number and status of foreclosure proceedings. If any
foreclosure has been completed, a summary of results of foreclosure sales or transfers
shall be provided.
(viii) Most recently available total assessed value of all parcels subject to the
Special Tax (in total, not by individual APNs).
(ix) Value-to-lien ratios of top taxpayers (substantially in the form of Table 2 to
the Official Statement, but excluding any appraised values, overlapping debt information
and special tax-related projections).
(x) To the extent not already provided pursuant to (ix) above, list of
landowners and assessor’s parcel number of parcels subject to 5% or more of the
Special Tax levy, including the following information: development status to the extent
shown in City records, land use classification, and assessed value (land and
improvements). The reporting of development status shall coincide with cut-off dates
applicable to the latest special tax levy.
Attachment 4
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(xi) Building permits issued within Improvement Area No. 3 during the
reporting period.
(c) In addition to any of the information expressly required to be provided under this
Disclosure Agreement, the City shall provide such further material information, if any, as may be
necessary to make the specifically required statements, in the light of the circumstances under
which they are made, not misleading.
(d) Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the City or related public entities,
which are available to the public on the MSRB’s internet web site or filed with the Securities and
Exchange Commission. The City shall clearly identify each such other document so included by
reference.
Section 5. Reporting of Listed Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the
following Listed Events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting
the tax status of the security.
(7) Modifications to rights of security holders, if material.
(8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the
securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other
obligated person.
Attachment 4
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(13) The consummation of a merger, consolidation, or acquisition involving the
City or an obligated person, or the sale of all or substantially all of the
assets of the City or an obligated person (other than in the ordinary
course of business), the entry into a definitive agreement to undertake
such an action, or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms, if material.
(14) Appointment of a successor or additional fiscal agent or the change of
name of the fiscal agent, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar
terms of a financial obligation of the City, any of which affect security
holders, if material (for the definition of “financial obligation,” see clause
(e)).
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a financial obligation of the City,
any of which reflect financial difficulties (for the definition of “financial
obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the
City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such
occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely
manner not in excess of 10 business days after the occurrence of the Listed Event.
(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7),
(a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain
the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with
respect to certain notices, determinations or other events affecting the tax status of the Bonds.
The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any
such event only to the extent that it determines the event’s occurrence is material for purposes
of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of
these Listed Events, the City will as soon as possible determine if such event would be material
under applicable federal securities law. If such event is determined to be material, the City will
cause a notice to be filed as set forth in paragraph (b) above.
(d) For purposes of this Disclosure Agreement, any event described in paragraph
(a)(12) above is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent, or similar officer for the City in a proceeding under the United States
Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business
of the City, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City.
(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt
obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a
Attachment 4
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source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The
term financial obligation shall not include municipal securities as to which a final official
statement has been provided to the MSRB consistent with the Rule.
Section 6. Identifying Information for Filings with the MSRB. All documents provided to
the MSRB pursuant to this Disclosure Agreement shall be accompanied by identifying
information as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The City’s obligations under this
Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the
City shall give notice of such termination in the same manner as for a Listed Event under
Section 5(c).
Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement,
and may discharge any Dissemination Agent, with or without appointing a successor
Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice
to the City. The initial Dissemination Agent shall be the City.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the City may amend this Disclosure Agreement, and any provision of this
Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or
5(a), it may only be made in connection with a change in circumstances that arises from
a change in legal requirements, change in law, or change in the identity, nature, or
status of an obligated person with respect to the Bonds, or type of business conducted;
and
(b) the proposed amendment or waiver either (i) is approved by holders of
the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the
Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of
nationally recognized bond counsel, materially impair the interests of the holders or
beneficial owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report
is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto
containing the amended operating data or financial information shall explain, in narrative form,
the reasons for the amendment and the impact of the change in the type of operating data or
financial information being provided.
If an amendment is made to this Disclosure Agreement modifying the accounting
principles to be followed in preparing financial statements, the Annual Report for the year in
which the change is made shall present a comparison between the financial statements or
information prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles. The comparison shall include a qualitative discussion
of the differences in the accounting principles and the impact of the change in the accounting
principles on the presentation of the financial information, in order to provide information to
investors to enable them to evaluate the ability of the City to meet its obligations. To the extent
reasonably feasible, the comparison shall be quantitative.
Attachment 4
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A notice of any amendment made pursuant to this Section 9 shall be filed in the same
manner as for a Listed Event under Section 5(b).
Section 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the City from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the City chooses to include
any information in any Annual Report or notice of occurrence of a Listed Event in addition to that
which is specifically required by this Disclosure Agreement, the City shall have no obligation
under this Disclosure Agreement to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
Section 11. Default. If the City fails to comply with any provision of this Disclosure
Agreement, the Participating Underwriter or any holder or beneficial owner of the Bonds may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City to comply with its obligations under this
Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an
Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure
Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall
be an action to compel performance.
Section 12. Duties, Immunities and Liabilities of Dissemination Agent.
(a) The Dissemination Agent shall have only such duties as are specifically set forth in
this Disclosure Agreement, and the City agrees to indemnify and save harmless the
Dissemination Agent, its officers, directors, employees and agents (each, an “Indemnified
Party”), against any loss, expense and liability which it may incur arising out of or in the exercise
or performance of its powers and duties hereunder, including the reasonable costs and
expenses (including reasonable attorneys’ fees) of defending against any claim of liability, but
excluding losses, liabilities, costs and expenses due to an Indemnified Party’s negligence, willful
misconduct or failure to perform its duties hereunder. The Dissemination Agent shall have no
duty or obligation to review any information provided to it by the City hereunder, and shall not be
deemed to be acting in any fiduciary capacity for the City, the holders and beneficial owners
from time to time of the Bonds or any other party. The obligations of the City under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
(b) The Dissemination Agent shall be paid compensation by the City for its services
provided hereunder in accordance with its schedule of fees as amended from time to time, and
shall be reimbursed for all reasonable and documented expenses, legal fees and advances
made or incurred by the Dissemination Agent in the performance of its duties hereunder.
Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial
owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 14. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be regarded as an original, and all of which shall constitute
one and the same instrument.
Attachment 4
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IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
CITY OF DUBLIN, for and on behalf of City
of Dublin Community Facilities District No.
2015-1 (Dublin Crossing) for its
Improvement Area No. 3
By:
Authorized Officer
GOODWIN CONSULTING GROUP, INC.,
as Dissemination Agent
By:
Authorized Officer
Attachment 4
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APPENDIX G-2
DEVELOPER CONTINUING DISCLOSURE AGREEMENT
(Developer - Brookfield Bay Area Holdings LLC)
This Developer Continuing Disclosure Agreement (the “Disclosure Agreement”), dated
as of August 1, 2021, is executed and delivered by Brookfield Bay Area Holdings LLC, a
Delaware limited liability company (the “Landowner”), in connection with the issuance by the
City of Dublin (the “City”) with respect to the $_________ City of Dublin Community Facilities
District No. 2015-1 (Dublin Crossing), Improvement Area No. 3, Special Tax Bonds, Series 2021
(the “Bonds”). The Bonds are being issued under a Fiscal Agent Agreement, dated as of
August 1, 2021 (the “Fiscal Agent Agreement”), between the City and U.S. Bank National
Association, as Fiscal Agent (the “Fiscal Agent”). The Landowner covenants and agrees as
follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the Landowner to assist the Underwriter in the marketing of the
Bonds.
SECTION 2. Definitions. Unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
“Affiliate” shall mean, with respect to the Landowner, (a) each Person that, directly or
indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty
percent (50%) or more of the outstanding voting securities of the Landowner, or (b) each Person
that controls, is controlled by or is under common control with the Landowner; provided,
however, that in no case shall any of the following be deemed to be an Affiliate of the
Landowner for purposes of this Disclosure Agreement: (i) the City; (ii) Dublin Crossing, LLC; (iii)
CalAtlantic Group, Inc. or any entity directly or indirectly, owned or controlled by CalAtlantic
Group, Inc.; or (iv) Lennar Homes of California, Inc. or any entity directly or indirectly, owned or
controlled by Lennar Homes of California, Inc. For the purpose of this definition, “control” of a
Person shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of its management or policies, unless such waiver is solely the result of an official
position with such Person.
“Beneficial Owner” shall mean any person which has or shares the power, directly or
indirectly, to make investment decisions concerning ownership of the Bonds (including persons
holding Bonds through nominees, depositories or other intermediaries).
“Dissemination Agent” shall mean a Person serving as Dissemination Agent
hereunder, or any successor Dissemination Agent designated in writing by the Landowner and
which has filed with the Landowner and the City a written acceptance of such designation.
Initially, the Landowner is the Dissemination Agent.
“District” shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing).
“EMMA” shall mean the Electronic Municipal Market Access system of the MSRB.
“Improvement Area No. 3” means Improvement Area No. 3 of the District.
Attachment 4
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“Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
“MSRB” shall mean the Municipal Securities Rulemaking Board.
“Official Statement” shall mean the final Official Statement relating to the Bonds.
“Person” shall mean any individual, corporation, partnership, association, limited liability
company, joint stock company, trust, unincorporated organization, or government or political
subdivision thereof.
“Property” shall mean, at the date of determination, any property owned by the
Landowner or its Affiliates within Improvement Area No. 3 of the District. Property acquired by
the Landowner subsequent to the date of this Disclosure Agreement shall automatically be
covered by this Disclosure Agreement without the need for execution of any assumption
agreement.
“Repository” shall mean the MSRB or any other entity designated or authorized by the
Securities and Exchange Commission to receive continuing disclosure reports. Unless
otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the
MSRB are to be made through the EMMA website of the MSRB, currently located at
http://emma.msrb.org.
“Semiannual Report” shall mean any report to be provided by the Landowner on or
prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3
and 4 of this Disclosure Agreement.
“Underwriter” shall mean the original underwriter of the Bonds, Hilltop Securities Inc..
SECTION 3. Provision of Semiannual Reports.
(a) Until such time as the Landowner’s reporting requirements terminate pursuant to
Section 6 below, the Landowner shall, or upon receipt of the Semiannual Report from the
Landowner the Dissemination Agent shall, not later than June 15 and December 15 of each
year, commencing December 15, 2021, provide to the Repository a Semiannual Report which is
consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June
15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended
to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report
may be submitted as a single document or as separate documents comprising a package, and
may include by reference other information as provided in Section 4 of this Disclosure
Agreement.
(b) Not later than fifteen (15) calendar days prior to the date specified in subsection
(a) for providing the Semiannual Report to the Repository, the Landowner (i) shall provide the
Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the
Dissemination Agent that the Landowner is preparing, or causing to be prepared, the
Semiannual Report and the date which the Semiannual Report is expected to be filed. If by
such date, the Dissemination Agent has not received a copy of the Semiannual Report or
notification as described in the preceding sentence, the Dissemination Agent shall notify the
Landowner of such failure to receive the report.
Attachment 4
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(c) If the Dissemination Agent is unable to provide a Semiannual Report to the
Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report
has been provided to the Repository by the Landowner by the applicable June 15th or
December 15th, the Dissemination Agent shall send a notice to the Repository in the form
required by the Repository.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Semiannual Report
the name and address of the Repository; and
(ii) promptly after receipt of the Semiannual Report file a report with the
Landowner and the City certifying that the Semiannual Report has been provided
pursuant to this Disclosure Agreement, stating the date it was provided to the
Repository.
(e) Notwithstanding any other provision of this Disclosure Agreement, any of the
required filings hereunder shall be made in accordance with the MSRB’s EMMA system.
SECTION 4. Content of Semiannual Reports.
(a) The Landowner’s Semiannual Report shall contain or include by reference the
information which is updated through a date which shall not be more than 60 days prior to the
date of the filing of the Semiannual Report relating to the following:
1. An update (if any) to the information relating to the Landowner and its
Affiliates under the captions in the Official Statement entitled “IMPROVEMENT AREA
NO. 3 – Improvement Area No. 3 Ownership,” “– The Development Plan – Huntington
Neighborhood,” “-- Mulholland Neighborhood,”” “– Financing Plan – Merchant Builders –
Brookfield Merchant Builders Financing Plan.” If additional Property is acquired by the
Landowner, the Landowner shall provide updates to the information on the newly-
acquired Property in the same format as for the Huntington and Mullholland
neighborhoods.
2. A description of the number of building permits issued during the
reporting period with respect to the Property in Improvement Area No. 3 owned by the
Landowner and any Affiliate.
3. Any significant amendments to land use entitlements that are known to
the Landowner with respect to parcels owned by the Landowner or its Affiliates within
Improvement Area No. 3.
4. Any significant changes in the ownership structure of the Landowner or its
Affiliates.
5. Any sale of Property within Improvement Area No. 3 by the Landowner or
an Affiliate to an unrelated merchant builder.
6. An update of the status of any previously reported Listed Event described
in Section 5 hereof.
Attachment 4
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(b) Any and all of the items listed above may be included by specific reference to
other documents, including official statements of debt issues which have been submitted to the
Repository or the Securities and Exchange Commission. If the document included by reference
is a final official statement, it must be available from the MSRB. The Landowner shall clearly
identify each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Until such time as the Landowner’s reporting requirements terminate pursuant to
Section 6 below, pursuant to the provisions of this Section 5, the Landowner shall give, or cause
to be given, notice of the occurrence of any of the following events, if material under clauses (b)
and (c) as soon as practicable after the Landowner obtains knowledge of any of the following
events:
1. Failure to pay any real property taxes, special taxes or assessments
levied within Improvement Area No. 3 on a parcel of Property owned by the Landowner
or any Affiliate;
2. Material default by the Landowner or any Affiliate on any loan with
respect to the construction or permanent financing of improvements to Improvement
Area No. 3 to which the Landowner or any Affiliate has been provided a notice of default;
3. Material default by the Landowner or any Affiliate on any loan secured by
Property within Improvement Area No. 3 owned by the Landowner or any Affiliate to
which the Landowner or any Affiliate has been provided a notice of default;
4. Payment default by the Landowner or any Affiliate on any loan of the
Landowner or any Affiliate (whether or not such loan is secured by Property within
Improvement Area No. 3) which is beyond any applicable cure period in such loan and,
in the reasonable judgment of the Landowner, such payment default will adversely affect
the completion of the development of parcels owned by the Landowner or its Affiliates
within Improvement Area No. 3, or would materially adversely affect the financial
condition of the Landowner or its Affiliates or their respective ability to pay special taxes
levied within Improvement Area No. 3;
5. The filing of any proceedings with respect to the Landowner or any
Affiliate that owns Property within Improvement Area No. 3 in which the Landowner may
be adjudicated as bankrupt or discharged from any or all of its debts or obligations or
granted an extension of time to pay debts or a reorganization or readjustment of its
debts;
6. The filing of any proceedings with respect to an Affiliate that does not own
Property in Improvement Area No. 3 in which such Affiliate may be adjudicated as
bankrupt or discharged from any or all of its debts or obligations or granted an extension
of time to pay its debts or a reorganization or readjustment of its debts, if such
adjudication will adversely affect the completion of the development of parcels of
Property owned by the Landowner or its Affiliates that own Property within Improvement
Area No. 3, or would materially adversely affect the financial condition of the Landowner
or its Affiliates that own Property within Improvement Area No. 3 and their respective
ability to pay special taxes levied on Property within Improvement Area No. 3; and
Attachment 4
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7. The filing of any lawsuit against the Landowner or any of its Affiliates (for
which Landowner or Affiliate is in receipt of service of process) which, in the reasonable
judgment of the Landowner, will adversely affect the completion of the development of
parcels of Property owned by the Landowner or its Affiliates within Improvement Area
No. 3, or litigation which if decided against the Landowner, or any such Affiliates, in the
reasonable judgment of the Landowner, would materially adversely affect the financial
condition of the Landowner or its Affiliates and their respective ability to pay special
taxes levied on Property within Improvement Area No. 3.
(b) Whenever the Landowner obtains knowledge of the occurrence of a Listed
Event, the Landowner shall as soon as possible determine if such event would be material
under applicable federal securities laws. The Dissemination Agent shall have no responsibility
to determine the materiality of any of the Listed Events.
(c) If the Landowner determines that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the Landowner shall promptly (i) file
a notice of such occurrence with the Dissemination Agent which shall then distribute such notice
to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the
Repository, with a copy to the Dissemination Agent and the City.
SECTION 6. Termination of Reporting Obligation. The Landowner’s obligations under
this Disclosure Agreement shall terminate upon the earlier to occur of the following events:
(a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or
(b) at any time that the Landowner and its Affiliates own Property in Improvement
Area No. 3 that is responsible for less than 20% of the special tax levy in Improvement Area No.
3.
If such termination occurs prior to the final maturity of the Bonds, the Landowner shall
give notice of such termination in the same manner as for a Listed Event.
SECTION 7. Dissemination Agent. The Landowner may from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. If the Dissemination Agent is not the Landowner, the
Dissemination Agent shall not be responsible in any manner for the form or content of any
notice or report prepared by the Landowner pursuant to this Disclosure Agreement. The
Dissemination Agent may resign by providing (i) thirty days written notice to the Landowner and
the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Landowner may amend this Disclosure Agreement, and any
provision of this Disclosure Agreement may be waived, provided that the following conditions
are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it
may only be made in connection with a change in circumstances that arises from a change in
legal requirements or a change in law;
Attachment 4
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(b) The amendment or waiver either (i) is approved by the owners of the Bonds in
the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the
Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the
City and the Dissemination Agent, materially impair the interests of the owners or Beneficial
Owners of the Bonds; and
(c) The Landowner, or the Dissemination Agent, shall have delivered copies of the
amendment and any opinions delivered under (b) above to the City and the Fiscal Agent.
In the event of any amendment or waiver of a provision of this Disclosure Agreement,
the Landowner shall describe such amendment in the next Semiannual Report, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Landowner from disseminating any other information, using the means
of dissemination set forth in this Disclosure Agreement or any other means of communication,
or including any other information in any Semiannual Report, or notice of occurrence of a Listed
Event, in addition to that which is required by this Disclosure Agreement. If the Landowner
chooses to include any information in any Semiannual Report, or notice of occurrence of a
Listed Event in addition to that which is specifically required by this Disclosure Agreement, the
Landowner shall have no obligation under this Disclosure Agreement to update such information
or include it in any future Semiannual Report, or notice of occurrence of a Listed Event.
The Landowner acknowledges and understands that other state and federal laws,
including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the
Securities Exchange Act of 1934, may apply to the Landowner, and that under some
circumstances compliance with this Disclosure Agreement, without additional disclosures or
other action, may not fully discharge all duties and obligations of the Landowner under such
laws.
SECTION 10. Default. In the event of a failure of the Landowner or the Dissemination
Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner
or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Landowner or
the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A
default under this Disclosure Agreement shall not be deemed an Event of Default under the
Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this
Disclosure Agreement in the event of any failure of the Landowner to comply with this
Disclosure Agreement shall be an action to compel performance. Neither the Landowner nor
the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any
other party for monetary damages or financial liability of any kind whatsoever arising from or
relating to this Disclosure Agreement.
SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the
Landowner, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The
Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a
direction from the Landowner or an opinion of nationally recognized bond counsel. No person
shall have any right to commence any action against the Dissemination Agent seeking any
remedy other than to compel specific performance of this Disclosure Agreement. The
Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the
Attachment 4
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Landowner as constituting the Semiannual Report required of the Landowner in accordance
with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual
Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor
shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it
by the Landowner in a timely manner in a form suitable for filing with the Repository. Any
company succeeding to all or substantially all of the Dissemination Agent’s corporate trust
business shall be the successor to the Dissemination Agent hereunder without the execution or
filing of any paper or any further act.
SECTION 12. Landowner as Independent Contractor. In performing under this
Disclosure Agreement, it is understood that the Landowner is an independent contractor and not
an agent of the City.
SECTION 13. Notices. Notices should be sent in writing by electronic mail, overnight
mail, or regular mail to the following addresses. The following information may be conclusively
relied upon until changed in writing.
Landowner: Brookfield Bay Area Holdings LLC
500 La Gonda Way, Suite 100
Danville, CA 94526
gregory.glenn@brookfieldrp.com
joe.guerra@brookfieldrp.com
Underwriter: Hilltop Securities Inc.
50 California Street, Suite 2650
San Francisco, CA 94111
Craig.Bettencourt@hilltopsecurities.com
City: City of Dublin
100 Civic Plaza
Dublin, CA 94568
colleen.tribby@dublin.ca.gov
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Landowner, the City, the Dissemination Agent, the Underwriter and owners of the Bonds
and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other
person or entity.
SECTION 15. California Law. The validity, interpretation and performance of this
Disclosure Agreement shall be governed by the laws of the State of California.
Attachment 4
848
G-2-8
SECTION 16. Counterparts. This Disclosure 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.
BROOKFIELD BAY AREA HOLDINGS LLC,
A Delaware limited liability company
By:
Name: __________________________________
Title: ___________________________________
Attachment 4
849
G-3-1
APPENDIX G-3
DEVELOPER CONTINUING DISCLOSURE AGREEMENT
(CalAtlantic Group, Inc.)
This Developer Continuing Disclosure Agreement (the “Disclosure Agreement”), dated
as of August 1, 2021, is executed and delivered by CalAtlantic Group, Inc., a Delaware
corporation (the “Landowner”), in connection with the issuance by the City of Dublin (the “City”)
with respect to the $___________ City of Dublin Community Facilities District No. 2015-1
(Dublin Crossing), Improvement Area No. 3, Special Tax Bonds, Series 2021 (the “Bonds”).
The Bonds are being issued under a Fiscal Agent Agreement, dated as of August 1, 2021 (the
“Fiscal Agent Agreement”), between the City and U.S. Bank National Association, as Fiscal
Agent (the “Fiscal Agent”). The Landowner covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the Landowner to assist the Underwriter in the marketing of the
Bonds.
SECTION 2. Definitions. Unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
“Affiliate” shall mean, with respect to the Landowner, (a) each Person that, directly or
indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty
percent (50%) or more of the outstanding voting securities of the Landowner, or (b) each Person
that controls, is controlled by or is under common control with the Landowner; provided,
however, that in no case shall any of the following be deemed to be an Affiliate of the
Landowner for purposes of this Disclosure Agreement: (i) the City; (ii) Dublin Crossing, LLC;
and (iii) Brookfield Bay Area Holdings LLC.However, Lennar Homes of California, Inc. is
specifically an Affiliate of the Landowner for purposes of this Disclosure Agreement. For the
purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of its management or policies, unless such waiver is
solely the result of an official position with such Person.
“Beneficial Owner” shall mean any person which has or shares the power, directly or
indirectly, to make investment decisions concerning ownership of the Bonds (including persons
holding Bonds through nominees, depositories or other intermediaries).
“Dissemination Agent” shall mean a Person serving as Dissemination Agent
hereunder, or any successor Dissemination Agent designated in writing by the Landowner and
which has filed with the Landowner and the City a written acceptance of such designation.
Initially, the Landowner is the Dissemination Agent.
“District” shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing).
“EMMA” shall mean the Electronic Municipal Market Access system of the MSRB.
“Improvement Area No. 3” means Improvement Area No. 3 of the District.
“Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
Attachment 4
850
G-3-2
“MSRB” shall mean the Municipal Securities Rulemaking Board.
“Official Statement” shall mean the final Official Statement, dated __________, relating
to the Bonds.
“Person” shall mean any individual, corporation, partnership, association, limited liability
company, joint stock company, trust, unincorporated organization, or government or political
subdivision thereof.
“Property” shall mean, at the date of determination, any property owned by the
Landowner or its Affiliates within Improvement Area No. 3 of the District. Property in
Improvement Area No. 3 acquired by the Landowner or an Affiliate (specifically including Lennar
Homes of California, Inc.) subsequent to the date of this Disclosure Agreement shall
automatically be covered by this Disclosure Agreement without the need for execution of any
assumption agreement.
“Repository” shall mean the MSRB or any other entity designated or authorized by the
Securities and Exchange Commission to receive continuing disclosure reports. Unless
otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the
MSRB are to be made through the EMMA website of the MSRB, currently located at
http://emma.msrb.org.
“Semiannual Report” shall mean any report to be provided by the Landowner on or
prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3
and 4 of this Disclosure Agreement.
“Underwriter” shall mean the original underwriter of the Bonds, Hilltop Securities Inc..
SECTION 3. Provision of Semiannual Reports.
(a) Until such time as the Landowner’s reporting requirements terminate pursuant to
Section 6 below, the Landowner shall, or upon receipt of the Semiannual Report from the
Landowner the Dissemination Agent shall, not later than June 15 and December 15 of each
year, commencing December 15, 2021, provide to the Repository a Semiannual Report which is
consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June
15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended
to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report
may be submitted as a single document or as separate documents comprising a package, and
may include by reference other information as provided in Section 4 of this Disclosure
Agreement.
(b) Not later than fifteen (15) calendar days prior to the date specified in subsection
(a) for providing the Semiannual Report to the Repository, the Landowner (i) shall provide the
Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the
Dissemination Agent that the Landowner is preparing, or causing to be prepared, the
Semiannual Report and the date which the Semiannual Report is expected to be filed. If by
such date, the Dissemination Agent has not received a copy of the Semiannual Report or
notification as described in the preceding sentence, the Dissemination Agent shall notify the
Landowner of such failure to receive the report.
Attachment 4
851
G-3-3
(c) If the Dissemination Agent is unable to provide a Semiannual Report to the
Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report
has been provided to the Repository by the Landowner by the applicable June 15th or
December 15th, the Dissemination Agent shall send a notice to the Repository in the form
required by the Repository.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Semiannual Report
the name and address of the Repository; and
(ii) promptly after receipt of the Semiannual Report file a report with the
Landowner and the City certifying that the Semiannual Report has been provided
pursuant to this Disclosure Agreement, stating the date it was provided to the
Repository.
(e) Notwithstanding any other provision of this Disclosure Agreement, any of the
required filings hereunder shall be made in accordance with the MSRB’s EMMA system.
SECTION 4. Content of Semiannual Report.
(a) The Landowner’s Semiannual Report shall contain or include by reference the
information which is updated through a date which shall not be more than 60 days prior to the
date of the filing of the Semiannual Report relating to the following:
1. An update (if any) to the information relating to the Landowner and its
Affiliates under the captions in the Official Statement entitled “IMPROVEMENT AREA
NO. 3 – Improvement Area No. 3 Ownership,” “–The Development Plan – Downing
Neighborhood,” and “– Financing Plan – Merchant Builders – CalAtlantic Financing
Plan.” If additional Property is acquired by the Landowner or an Affiliate (specifically
including Lennar Homes of California, Inc.), the Landowner shall provide updates to the
information on the newly-acquired Property in the same format as for the Downing
neighborhood.
2. A description of the number of building permits issued during the
reporting period with respect to the Property in Improvement Area No. 3 owned by the
Landowner and any Affiliate.
3. Any significant amendments to land use entitlements that are known to
the Landowner with respect to parcels owned by the Landowner or its Affiliates within
Improvement Area No. 3.
4. Any significant changes in the ownership structure of the Landowner
described in the Official Statement under the caption “OWNERSHIP OF PROPERTY
WITHIN IMPROVEMENT AREA NO. 3 – The Developer, Brookfield and CalAtlantic –
CalAtlantic.
5. Any sale of Property within Improvement Area No. 3 by the Landowner or
an Affiliate to an unrelated merchant builder.
Attachment 4
852
G-3-4
6. An update of the status of any previously reported Listed Event described
in Section 5 hereof.
(b) Any and all of the items listed above may be included by specific reference to
other documents, including official statements of debt issues which have been submitted to the
Repository or the Securities and Exchange Commission. If the document included by reference
is a final official statement, it must be available from the MSRB. The Landowner shall clearly
identify each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Until such time as the Landowner’s reporting requirements terminate pursuant to
Section 6 below, pursuant to the provisions of this Section 5, the Landowner shall give, or cause
to be given, notice of the occurrence of any of the following events, if material under clauses (b)
and (c) as soon as practicable after the Landowner obtains knowledge of any of the following
events:
1. Failure to pay any real property taxes, special taxes or assessments
levied within Improvement Area No. 3 on a parcel of Property owned by the Landowner
or any Affiliate;
2. Material default by the Landowner or any Affiliate on any loan with
respect to the construction or permanent financing of improvements to Improvement
Area No. 3 to which the Landowner or any Affiliate has been provided a notice of default;
3. Material default by the Landowner or any Affiliate on any loan secured by
Property within Improvement Area No. 3 owned by the Landowner or any Affiliate to
which the Landowner or any Affiliate has been provided a notice of default;
4. Payment default by the Landowner or any Affiliate on any loan of the
Landowner or any Affiliate (whether or not such loan is secured by Property within
Improvement Area No. 3) which is beyond any applicable cure period in such loan and,
in the reasonable judgment of the Landowner, such payment default will adversely affect
the completion of the development of parcels owned by the Landowner or its Affiliates
within Improvement Area No. 3, or would materially adversely affect the financial
condition of the Landowner or its Affiliates or their respective ability to pay special taxes
levied within Improvement Area No. 3;
5. The filing of any proceedings with respect to the Landowner or any
Affiliate that owns Property within Improvement Area No. 3 in which the Landowner may
be adjudicated as bankrupt or discharged from any or all of its debts or obligations or
granted an extension of time to pay debts or a reorganization or readjustment of its
debts;
6. The filing of any proceedings with respect to an Affiliate that does not own
Property in Improvement Area No. 3 in which such Affiliate may be adjudicated as
bankrupt or discharged from any or all of its debts or obligations or granted an extension
of time to pay its debts or a reorganization or readjustment of its debts, if such
adjudication will adversely affect the completion of the development of parcels owned by
the Landowner or its Affiliates that own Property within Improvement Area No. 3, or
would materially adversely affect the financial condition of the Landowner or its Affiliates
Attachment 4
853
G-3-5
that own Property within Improvement Area No. 3 and their respective ability to pay
special taxes levied within Improvement Area No. 3; and
7. The filing of any lawsuit against the Landowner or any of its Affiliates (for
which Landowner or Affiliate is in receipt of service of process) which, in the reasonable
judgment of the Landowner, will adversely affect the completion of the development of
parcels owned by the Landowner or its Affiliates within Improvement Area No. 3, or
litigation which if decided against the Landowner, or any such Affiliates, in the
reasonable judgment of the Landowner, would materially adversely affect the financial
condition of the Landowner or its Affiliates and their respective ability to pay special
taxes levied within Improvement Area No. 3.
(b) Whenever the Landowner obtains knowledge of the occurrence of a Listed
Event, the Landowner shall as soon as possible determine if such event would be material
under applicable federal securities laws. The Dissemination Agent shall have no responsibility
to determine the materiality of any of the Listed Events.
(c) If the Landowner determines that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the Landowner shall promptly (i) file
a notice of such occurrence with the Dissemination Agent which shall then distribute such notice
to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the
Repository, with a copy to the Dissemination Agent and the City.
SECTION 6. Termination of Reporting Obligation. The Landowner’s obligations under
this Disclosure Agreement shall terminate upon the earlier to occur of the following events:
(a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or
(b) at any time that the Landowner and its Affiliates own Property in Improvement
Area No. 3 that is responsible for less than 20% of the special tax levy in Improvement Area No.
3.
If such termination occurs prior to the final maturity of the Bonds, the Landowner shall
give notice of such termination in the same manner as for a Listed Event.
SECTION 7. Dissemination Agent. The Landowner may from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. If the Dissemination Agent is not the Landowner, the
Dissemination Agent shall not be responsible in any manner for the form or content of any
notice or report prepared by the Landowner pursuant to this Disclosure Agreement. The
Dissemination Agent may resign by providing (i) thirty days written notice to the Landowner and
the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder.
Attachment 4
854
G-3-6
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Landowner may amend this Disclosure Agreement, and any
provision of this Disclosure Agreement may be waived, provided that the following conditions
are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it
may only be made in connection with a change in circumstances that arises from a change in
legal requirements or a change in law;
(b) The amendment or waiver either (i) is approved by the owners of the Bonds in
the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the
Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the
City and the Dissemination Agent, materially impair the interests of the owners or Beneficial
Owners of the Bonds; and
(c) The Landowner, or the Dissemination Agent, shall have delivered copies of the
amendment and any opinions delivered under (b) above to the City and the Fiscal Agent.
In the event of any amendment or waiver of a provision of this Disclosure Agreement,
the Landowner shall describe such amendment in the next Semiannual Report, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Landowner from disseminating any other information, using the means
of dissemination set forth in this Disclosure Agreement or any other means of communication,
or including any other information in any Semiannual Report or notice of occurrence of a Listed
Event, in addition to that which is required by this Disclosure Agreement. If the Landowner
chooses to include any information in any Semiannual Report or notice of occurrence of a Listed
Event in addition to that which is specifically required by this Disclosure Agreement, the
Landowner shall have no obligation under this Disclosure Agreement to update such information
or include it in any future Semiannual Report or notice of occurrence of a Listed Event.
The Landowner acknowledges and understands that other state and federal laws,
including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the
Securities Exchange Act of 1934, may apply to the Landowner, and that under some
circumstances compliance with this Disclosure Agreement, without additional disclosures or
other action, may not fully discharge all duties and obligations of the Landowner under such
laws.
SECTION 10. Default. In the event of a failure of the Landowner or the Dissemination
Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner
or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Landowner or
the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A
default under this Disclosure Agreement shall not be deemed an Event of Default under the
Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this
Disclosure Agreement in the event of any failure of the Landowner to comply with this
Disclosure Agreement shall be an action to compel performance. Neither the Landowner nor
the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any
other party for monetary damages or financial liability of any kind whatsoever arising from or
relating to this Disclosure Agreement.
Attachment 4
855
G-3-7
SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the
Landowner, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The
Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a
direction from the Landowner or an opinion of nationally recognized bond counsel. No person
shall have any right to commence any action against the Dissemination Agent seeking any
remedy other than to compel specific performance of this Disclosure Agreement. The
Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the
Landowner as constituting the Semiannual Report required of the Landowner in accordance
with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual
Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor
shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it
by the Landowner in a timely manner in a form suitable for filing with the Repository. Any
company succeeding to all or substantially all of the Dissemination Agent’s corporate trust
business shall be the successor to the Dissemination Agent hereunder without the execution or
filing of any paper or any further act.
SECTION 12. Landowner as Independent Contractor. In performing under this
Disclosure Agreement, it is understood that the Landowner is an independent contractor and not
an agent of the City.
SECTION 13. Notices. As of the date hereof, notices should be sent in writing by
electronic mail, overnight mail, or regular mail to the following addresses.
Landowner: CalAtlantic Group, Inc.
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Bridgit Koller, Vice President Forward Planning,
Bay Area Division
Phone: (925) 847-8700
Email: bridgit.koller@lennar.com
Underwriter: Hilltop Securities Inc.
50 California Street, Suite 2650
San Francisco, CA 94111
Phone: (415) 403-1900
Email: Craig.Bettencourt@hilltopsecurities.com
City: City of Dublin
100 Civic Plaza
Dublin, CA 94568
Phone: (925) 833-6654
Email: colleen.tribby@dublin.ca.gov
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Landowner, the City, the Dissemination Agent, the Underwriter and owners of the Bonds
and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other
person or entity.
Attachment 4
856
G-3-8
SECTION 15. California Law. The validity, interpretation and performance of this
Disclosure Agreement shall be governed by the laws of the State of California.
SECTION 16. Counterparts. This Disclosure 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.
CALATLANTIC GROUP, INC.,
a Delaware corporation
By:
[Brian Olin]
Vice President
Attachment 4
857
G-4-1
APPENDIX G-4
DEVELOPER CONTINUING DISCLOSURE AGREEMENT
(Developer – Dublin Crossing, LLC)
This Developer Continuing Disclosure Agreement (the “Disclosure Agreement”), dated
as of August 1, 2021, is executed and delivered by Dublin Crossing, LLC, a Delaware limited
liability company (the “Developer”), in connection with the issuance by the City of Dublin (the
“City”) with respect to the $_________ City of Dublin Community Facilities District No. 2015-1
(Dublin Crossing), Improvement Area No. 3, Special Tax Bonds, Series 2021 (the “Bonds”).
The Bonds are being issued under a Fiscal Agent Agreement, dated as of August 1, 2021 (the
“Fiscal Agent Agreement”), between the City and U.S. Bank National Association, as Fiscal
Agent (the “Fiscal Agent”). The Developer covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the Developer to assist the Underwriter in the marketing of the
Bonds.
SECTION 2. Definitions. Unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
“Affiliate” shall mean, with respect to the Developer, (a) each Person that, directly or
indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty
percent (50%) or more of the outstanding voting securities of the Developer, or (b) each Person
that controls, is controlled by or is under common control with the Developer; provided,
however, that in no case shall any of the following be deemed to be an Affiliate of the Developer
for purposes of this Disclosure Agreement: (i) the City; (ii) Brookfield Bay Area Holdings LLC;
(iii) CalAtlantic Group, Inc. or any entity directly or indirectly, owned or controlled by CalAtlantic
Group, Inc.; or (iv) Lennar Homes of California, Inc. or any entity directly or indirectly, owned or
controlled by Lennar Homes of California, Inc. For the purpose of this definition, “control” of a
Person shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of its management or policies, unless such waiver is solely the result of an official
position with such Person.
“Beneficial Owner” shall mean any person which has or shares the power, directly or
indirectly, to make investment decisions concerning ownership of the Bonds (including persons
holding Bonds through nominees, depositories or other intermediaries).
“Dissemination Agent” shall mean a Person serving as Dissemination Agent
hereunder, or any successor Dissemination Agent designated in writing by the Developer and
which has filed with the Developer and the City a written acceptance of such designation.
Initially, the Developer is the Dissemination Agent.
“District” shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing).
“EMMA” shall mean the Electronic Municipal Market Access system of the MSRB.
“Improvement Area No. 3” means Improvement Area No. 3 of the District.
Attachment 4
858
G-4-2
“Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
“MSRB” shall mean the Municipal Securities Rulemaking Board.
“Official Statement” shall mean the final Official Statement relating to the Bonds.
“Person” shall mean any individual, corporation, partnership, association, limited liability
company, joint stock company, trust, unincorporated organization, or government or political
subdivision thereof.
“Property” shall mean, at the date of determination, (i) any property owned by the
Developer or its Affiliates within Improvement Area No. 3 of the District and (ii) any property
within Improvement Area No. 3 of the District that is conveyed to a builder that was required to
enter into an assumption agreement pursuant to Section 6 but did not.
“Repository” shall mean the MSRB or any other entity designated or authorized by the
Securities and Exchange Commission to receive continuing disclosure reports. Unless
otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the
MSRB are to be made through the EMMA website of the MSRB, currently located at
http://emma.msrb.org.
“Semiannual Report” shall mean any report to be provided by the Developer on or prior
to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of
this Disclosure Agreement.
“Underwriter” shall mean the original underwriter of the Bonds, Hilltop Securities Inc..
SECTION 3. Provision of Semiannual Reports.
(a) Until such time as the Developer’s reporting requirements terminate pursuant to
Section 6 below, the Developer shall, or upon receipt of the Semiannual Report from the
Developer the Dissemination Agent shall, not later than June 15 and December 15 of each year,
commencing December 15, 2021, provide to the Repository a Semiannual Report which is
consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June
15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended
to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report
may be submitted as a single document or as separate documents comprising a package, and
may include by reference other information as provided in Section 4 of this Disclosure
Agreement.
(b) Not later than fifteen (15) calendar days prior to the date specified in subsection
(a) for providing the Semiannual Report to the Repository, the Developer (i) shall provide the
Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the
Dissemination Agent that the Developer is preparing, or causing to be prepared, the
Semiannual Report and the date which the Semiannual Report is expected to be filed. If by such
date, the Dissemination Agent has not received a copy of the Semiannual Report or notification
as described in the preceding sentence, the Dissemination Agent shall notify the Developer of
such failure to receive the report.
Attachment 4
859
G-4-3
(c) If the Dissemination Agent is unable to provide a Semiannual Report to the
Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report
has been provided to the Repository by the Developer by the applicable June 15th or December
15th, the Dissemination Agent shall send a notice to the Repository in the form required by the
Repository.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Semiannual Report
the name and address of the Repository; and
(ii) promptly after receipt of the Semiannual Report file a report with the
Developer and the City certifying that the Semiannual Report has been provided
pursuant to this Disclosure Agreement, stating the date it was provided to the
Repository.
(e) Notwithstanding any other provision of this Disclosure Agreement, any of the
required filings hereunder shall be made in accordance with the MSRB’s EMMA system.
SECTION 4. Content of Semiannual Reports.
(a) The Developer’s Semiannual Report shall contain or include by reference the
information which is updated through a date which shall not be more than 60 days prior to the
date of the filing of the Semiannual Report relating to the following:
1. An update (if any) to the information relating to the Developer and its
Affiliates under the captions in the Official Statement entitled “THE DUBLIN CROSSING
PROJECT,” “IMPROVEMENT AREA NO. 3 – Improvement Area No. 3 Ownership,” “–
Tract Map Status,” “—Dublin Crossing, LLC,” and “– Financing Plan – Developer,” and
“OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3 – The
Developer, Brookfield, and CalAtlantic – Developer” and “– BrookCal.”
2. A description of the number of building permits issued during the
reporting period with respect to the Property.
3. Any significant amendments to land use entitlements that are known to
the Developer with respect to the Property.
4. Any significant changes in the ownership structure of the Developer or its
Affiliates.
5. Any sale of Property by the Developer or an Affiliate to a merchant
builder.
6. An update of the status of any previously reported Listed Event described
in Section 5 hereof.
(b) Any and all of the items listed above may be included by specific reference to
other documents, including official statements of debt issues which have been submitted to the
Repository or the Securities and Exchange Commission. If the document included by reference
Attachment 4
860
G-4-4
is a final official statement, it must be available from the MSRB. The Developer shall clearly
identify each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Until such time as the Developer’s reporting requirements terminate pursuant to
Section 6 below, pursuant to the provisions of this Section 5, the Developer shall give, or cause
to be given, notice of the occurrence of any of the following events, if material under clauses (b)
and (c) as soon as practicable after the Developer obtains knowledge of any of the following
events:
1. Failure to pay any real property taxes, special taxes or assessments
levied within Improvement Area No. 3 on a parcel of Property;
2. Material default by the Developer or any Affiliate on any loan with respect
to the construction or permanent financing of improvements to Improvement Area No. 3
to which the Developer or any Affiliate has been provided a notice of default;
3. Material default by the Developer or any Affiliate on any loan secured by
Property to which the Developer or any Affiliate has been provided a notice of default;
4. Payment default by the Developer or any Affiliate on any loan of the
Developer or any Affiliate (whether or not such loan is secured by Property) which is
beyond any applicable cure period in such loan and, in the reasonable judgment of the
Developer, such payment default will adversely affect the completion of the development
of the Property, or would materially adversely affect the financial condition of the
Developer or its Affiliates or their respective ability to pay special taxes levied on the
Property prior to delinquency;
5. The filing of any proceedings with respect to the Developer or any Affiliate
that owns Property in which the Developer may be adjudicated as bankrupt or
discharged from any or all of its debts or obligations or granted an extension of time to
pay debts or a reorganization or readjustment of its debts;
6. The filing of any proceedings with respect to an Affiliate that does not own
Property in which such Affiliate may be adjudicated as bankrupt or discharged from any
or all of its debts or obligations or granted an extension of time to pay its debts or a
reorganization or readjustment of its debts, if such adjudication will adversely affect the
completion of the development of parcels of Property, or would materially adversely
affect the financial condition of the Developer or its Affiliates that own Property and their
respective ability to pay special taxes levied on Property prior to delinquency; and
7. The filing of any lawsuit against the Developer or any of its Affiliates (for
which Developer or Affiliate is in receipt of service of process) which, in the reasonable
judgment of the Developer, will adversely affect the completion of the development of
parcels of Property, or litigation which if decided against the Developer, or any such
Affiliates, in the reasonable judgment of the Developer, would materially adversely affect
the financial condition of the Developer or its Affiliates and their respective ability to pay
special taxes levied on Property prior to delinquency.
Attachment 4
861
G-4-5
(b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event,
the Developer shall as soon as possible determine if such event would be material under
applicable federal securities laws. The Dissemination Agent shall have no responsibility to
determine the materiality of any of the Listed Events.
(c) If the Developer determines that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the Developer shall promptly (i) file a
notice of such occurrence with the Dissemination Agent which shall then distribute such notice
to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the
Repository, with a copy to the Dissemination Agent and the City.
SECTION 6. Termination of Reporting Obligation. The Developer’s obligations under
this Disclosure Agreement shall terminate upon the earlier to occur of the following events:
(a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or
(b) with respect to Neighborhood 14 (Gramercy), upon the conveyance of such
property to a merchant builder and (i) if the buyer of the property is subject to a continuing
disclosure certificate such that all newly-acquired property automatically becomes subject to
such continuing disclosure certificate, then termination may occur upon the conveyance of the
property without an assumption agreement, (ii) if the buyer of the property is not subject to a
continuing disclosure certificate such that all newly-acquired property automatically becomes
subject to such continuing disclosure certificate and if the property conveyed is responsible for
less than 20% of the special tax levy in Improvement Area No. 3, then termination may occur
upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of
the property is not subject to a continuing disclosure certificate such that all newly-acquired
property automatically becomes subject to such continuing disclosure certificate and if the
property conveyed is responsible for 20% or more of the special tax levy in Improvement Area
No. 3, then termination may occur only upon execution of an assumption agreement such that
the new owner agrees to provide continuing disclosure in the same manner as this Disclosure
Agreement; or
(c) with respect to Neighborhood 15 (Abbey), upon the conveyance of such property
to a merchant builder and (i) if the buyer of the property is subject to a continuing disclosure
certificate such that all newly-acquired property automatically becomes subject to such
continuing disclosure certificate, then termination may occur upon the conveyance of the
property without an assumption agreement, (ii) if the buyer of the property is not subject to a
continuing disclosure certificate such that all newly-acquired property automatically becomes
subject to such continuing disclosure certificate and if the property conveyed is responsible for
less than 20% of the special tax levy in Improvement Area No. 3, then termination may occur
upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of
the property is not subject to a continuing disclosure certificate such that all newly-acquired
property automatically becomes subject to such continuing disclosure certificate and if the
property conveyed is responsible for 20% or more of the special tax levy in Improvement Area
No. 3, then termination may occur only upon execution of an assumption agreement such that
the new owner agrees to provide continuing disclosure in the same manner as this Disclosure
Agreement; or
(d) subject to (b) and (c) above, at such time as the Developer no longer owns any
taxable property in Improvement Area No. 3 of the District.
Attachment 4
862
G-4-6
For each termination that occurs prior to the final maturity of the Bonds, the Developer
shall give notice of such termination in the same manner as for a Listed Event.
SECTION 7. Dissemination Agent. The Developer may from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. If the Dissemination Agent is not the Developer, the
Dissemination Agent shall not be responsible in any manner for the form or content of any
notice or report prepared by the Developer pursuant to this Disclosure Agreement. The
Dissemination Agent may resign by providing (i) thirty days written notice to the Developer and
the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Developer may amend this Disclosure Agreement, and any provision
of this Disclosure Agreement may be waived, provided that the following conditions are
satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it
may only be made in connection with a change in circumstances that arises from a change in
legal requirements or a change in law;
(b) The amendment or waiver either (i) is approved by the owners of the Bonds in
the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the
Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the
City and the Dissemination Agent, materially impair the interests of the owners or Beneficial
Owners of the Bonds; and
(c) The Developer, or the Dissemination Agent, shall have delivered copies of the
amendment and any opinions delivered under (b) above to the City and the Fiscal Agent.
In the event of any amendment or waiver of a provision of this Disclosure Agreement,
the Developer shall describe such amendment in the next Semiannual Report, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Developer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Semiannual Report, or notice of occurrence of a Listed
Event, in addition to that which is required by this Disclosure Agreement. If the Developer
chooses to include any information in any Semiannual Report, or notice of occurrence of a
Listed Event in addition to that which is specifically required by this Disclosure Agreement, the
Developer shall have no obligation under this Disclosure Agreement to update such information
or include it in any future Semiannual Report, or notice of occurrence of a Listed Event.
The Developer acknowledges and understands that other state and federal laws,
including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the
Securities Exchange Act of 1934, may apply to the Developer, and that under some
circumstances compliance with this Disclosure Agreement, without additional disclosures or
other action, may not fully discharge all duties and obligations of the Developer under such
laws.
Attachment 4
863
G-4-7
SECTION 10. Default. In the event of a failure of the Developer or the Dissemination
Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner
or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Developer or
the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A
default under this Disclosure Agreement shall not be deemed an Event of Default under the
Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this
Disclosure Agreement in the event of any failure of the Developer to comply with this Disclosure
Agreement shall be an action to compel performance. Neither the Developer nor the
Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any other
party for monetary damages or financial liability of any kind whatsoever arising from or relating
to this Disclosure Agreement.
SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the
Developer, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The
Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a
direction from the Developer or an opinion of nationally recognized bond counsel. No person
shall have any right to commence any action against the Dissemination Agent seeking any
remedy other than to compel specific performance of this Disclosure Agreement. The
Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the
Developer as constituting the Semiannual Report required of the Developer in accordance with
this Disclosure Agreement and shall have no duty or obligation to review such Semiannual
Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall
the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by
the Developer in a timely manner in a form suitable for filing with the Repository. Any company
succeeding to all or substantially all of the Dissemination Agent’s corporate trust business shall
be the successor to the Dissemination Agent hereunder without the execution or filing of any
paper or any further act.
SECTION 12. Developer as Independent Contractor. In performing under this
Disclosure Agreement, it is understood that the Developer is an independent contractor and not
an agent of the City.
SECTION 13. Notices. Notices should be sent in writing by electronic mail, overnight
mail, or regular mail to the following addresses. The following information may be conclusively
relied upon until changed in writing.
Developer: Dublin Crossing, LLC
500 La Gonda Way, Suite 100
Danville, CA 94526
gregory.glenn@brookfieldrp.com
joe.guerra@brookfieldrp.com
Underwriter: Hilltop Securities Inc.
50 California Street, Suite 2650
San Francisco, CA 94111
Attachment 4
864
G-4-8
Craig.Bettencourt@hilltopsecurities.com
City: City of Dublin
100 Civic Plaza
Dublin, CA 94568
colleen.tribby@dublin.ca.gov
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Developer, the City, the Dissemination Agent, the Underwriter and owners of the Bonds
and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other
person or entity.
SECTION 15. California Law. The validity, interpretation and performance of this
Disclosure Agreement shall be governed by the laws of the State of California.
Attachment 4
865
G-4-9
SECTION 16. Counterparts. This Disclosure 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.
DUBLIN CROSSING, LLC,
a Delaware limited liability company
By: BrookCal Dublin LLC, a Delaware limited liability company
Its: Member
By: __________________________
Name: ________________________
Title: _________________________
By: __________________________
Name: ________________________
Title: _________________________
By: SPIC Dublin LLC,
a Delaware limited liability company
Its: Member
By: Standard Pacific Investment Corp.,
a Delaware corporation
Its: Member
By: _______________________
Name: _____________________
Title: ______________________
By: _______________________
Name: _____________________
Title: ______________________
Attachment 4
866
H-1
APPENDIX H
BOOK ENTRY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and
record keeping with respect to beneficial ownership interests in the Bonds, payment of principal,
interest and other payments on the Bonds (herein, the “Securities”) to DTC Participants or
Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities
and other related transactions by and between DTC, the DTC Participants and the Beneficial
Owners is based solely on information provided by DTC. Accordingly, no representations can
be made concerning these matters and neither the DTC Participants nor the Beneficial Owners
should rely on the foregoing information with respect to such matters, but should instead confirm
the same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Securities (the “Issuer”) nor the trustee, fiscal agent or paying
agent appointed with respect to the Securities (the “Agent”) takes any responsibility for the
information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will
distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
respect to the Securities, (b) certificates representing ownership interest in or other confirmation
or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede &
Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely
basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner
described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities
and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with
DTC Participants are on file with DTC.
1. The Depository Trust Company (“DTC”) will act as securities depository for the
securities (the “Securities”). The Securities will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may
be requested by an authorized representative of DTC. One fully-registered Security certificate
will be issued for each issue of the Securities, each in the aggregate principal amount of such
issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue
exceeds $500 million, one certificate will be issued with respect to each $500 million of principal
amount, and an additional certificate will be issued with respect to any remaining principal
amount of such issue.
2. DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code, and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations, and certain other organizations.
Attachment 4
867
H-2
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and
clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s
rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com. The
information contained on this internet site is not incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC’s records. The ownership
interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded
on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Securities with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities
may wish to take certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the Security documents. For example, Beneficial Owners of Securities may
wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
Attachment 4
868
H-3
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be
made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s
receipt of funds and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC’s records. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in “street
name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be
the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under such
circumstances, in the event that a successor depository is not obtained, Security certificates are
required to be printed and delivered.
10. Issuer may decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository). In that event, Security certificates will be
printed and delivered to DTC.
11. The information in this section concerning DTC and DTC’s book-entry system has
been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility
for the accuracy thereof.
Attachment 4
869