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8.1 Community Facilities Dist Formation
or 199182 CITY COUNCIL CITY CLERK ` STAFF REPOR File #600-40 DATE: January 20, 2015 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager " SUBJECT: Mello-Roos Community Facilities District Formation —Adoption of Local Goals and Policies, and Approval of Deposit and Reimbursement Agreement Prepared by Colleen Tribby, Administrative Services Director EXECUTIVE SUMMARY: The City Council will consider administrative actions in preparation for the possible formation of a Community Facilities District at the Dublin Crossing project location. FINANCIAL IMPACT: There is no financial impact on the City from adopting Local Goals and Policies concerning the use of the Mello-Roos Community Facilities Act of 1982. Approval of the Deposit and Reimbursement Agreement will provide the City with a mechanism for receiving and using a developer deposit in order to recover costs associated with the possible formation of a Community Facilities District at the Dublin Crossing project location. There is no financial impact on the City, as costs of the proceedings are borne by the developers. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Adopting Local Goals and Policies for the City of Dublin's Use of the Mello Roos Community Facilities Act of 1982; and, adopt the Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement With Dublin Crossing Venture LLC. Reviewed By Assistant City Manager DESCRIPTION: On November 5, 2013, the City Council adopted the Dublin Crossing Specific Plan ("DCSP") relating to the private development of approximately 189 acres on a portion of the Parks Reserve Forces Training Area (Camp Parks) in the City of Dublin. The DCSP includes provisions for the demolition of existing buildings and other improvements on the property and construction of a residential mixed-use project with up to 1,995 single- and multi-family residential units; up to 200,000 square feet of retail, office and/or commercial uses; a 30 acre Page 1 of 4 ITEM NO. 8.1 Community Park; a 5-acre Neighborhood Park, and a 12-acre school site. The City Council also approved a Development Agreement (Agreement) with Dublin Crossing Venture LLC ("SunCal") related to the Dublin Crossing project. The Development Agreement outlines SunCal's intention to propose the formation of a Community Facilities District ("CFD") or districts by the City pursuant to the Mello-Roos Community Facilities Act of 1982 ("Mello-Roos Act") to finance public facilities. While the City is not ultimately obligated to approve the CFD, the Agreement specifies that, upon receipt of a landowner's petition to form a CFD, the City must use its best efforts to commence proceedings to form a CFD. The City expects to receive the CFD petition by the end of January or in early February 2015 shortly after SunCal takes ownership of a portion of the first of five improvement areas. The Agreement also specifies developer contributions (exclusive of certain development impact fees) in the amount of $25,031.25 per residential unit (or condominium parcel), payable to the City at Final Map, up to an aggregate of $40,050,000. This fee was determined based on six separate components described in the Agreement: Park Construction ($15.0 million), Iron Horse Bridge Design ($50,000), Iron Horse Bridge Construction ($1.0 million), ACSPA Property Acquisition Contribution ($2.8 million), Park Maintenance Endowment ($2.5 million), and Community Benefit Payment ($18.7 million). It is important to note that if the City elects not to form a developer-proposed CFD, the developer's contribution to the City is decreased by $36.2 million, the per unit amount is revised to $2,406.25 and the following components would be eliminated: Park Construction, Park Maintenance Endowment, and Community Benefit Payment. In order to facilitate a response to the anticipated petition, the City Council is being asked to consider two administrative actions relating to the CFD formation process. Approval of these actions does not equate to the City Council's approval of the proposed CFD, but will do the following: 1) Establish guidelines for the City's use of the Mello-Roos Act; and 2) Provide a mechanism for receiving and using developer funds to cover City costs related to CFD formation proceedings. Attachment 3 is a flowchart showing the usual sequence of events for the creation of Mello Roos Community Facilities Districts. There are a number of actions by the City Council that would be necessary once the petition is received. At this time, Staff is recommending that the City Council take the following actions: 1. Adopt Goals and Policies (Policies) Before a local agency may undertake any Mello-Roos proceeding, it is required to adopt its own Local Goals and Policies (Policies) concerning its use of the Mello-Roos Act (Government Code Section 53312.7). Once the Policies are in place, an agency may consider conducting CFD formation proceedings. The Policies must include statements of: 1. The priority to be given, in the use of the Act, to the various types of public infrastructure, improvements and facilities that could be financed (e.g. streets and parks). 2. The credit quality to be required of any bonds issued and the means of measuring that quality — the focus here usually being the ratio between the value of the property that is the security for the tax, and the amount of bonds permitted to be sold. Page 2 of 4 3. The steps to be taken to ensure that prospective purchasers of property will be informed of the special tax before they enter into a contract to purchase. 4. Criteria for evaluating the equity of proposed special tax formulas, and desirable and maximum limits on the special tax. 5. Definitions, standards and assumptions to be used for appraisals of the taxable property that will be the security for the bonds. The City of Dublin's proposed Policies are included as Exhibit A of Attachment 1 to this report. 2. Authorize a Deposit and Reimbursement Agreement In order to enter into agreements with the team of consultants that would be assisting the City with a possible CFD formation, the City must have a reimbursement agreement with the developer to assure that costs are borne by the developer and not the general taxpayer. Exhibit A of Attachment 2 is a proposed CFD Deposit and Reimbursement Agreement with SunCal that calls for an advanced deposit and subsequent actual cost deposits to provide for that assurance. With City Council's approval, the agreement would be executed by the City Manager upon receipt of the petition. CFD Team City staff has assembled, via various Requests for Proposals/Qualifications, a team of expert consultants to assist in the proposed CFD formation process. Each of these consultants has reviewed the attached goals and policies, and concurs with them. These goals and policies provide a framework of standards for CFD formation while allowing the City, at its discretion, to waive any of the policies on a case-by-case basis to the extent permitted by law. The following is a list of the consultants and advisors selected by the City- 1. Financial Advisor— Fieldman, Rolapp and Associates (James Fabian) Assists with the all aspects of the proposed CFD formation and preparation for bond issuance. 2. Bond Counsel / Disclosure Counsel — Meyers Nave (Sam Sperry) Provides legal advice and consultation related to the formation of the proposed CFD, and prepares associated legal documents; prepares continuing disclosures to the bond market regarding any bond issues. 3. Special Tax Consultant— Goodwin Consulting Group (Susan Goodwin) Collects various data on the tax base in the proposed CFD, and assists in the development of appropriate special tax calculation and allocation methods. 4. Market Absorption Consultant - RCLCO/Real Estate Advisors (Robert Gardner) Performs study of the proposed development within the CFD, and prepares estimates, based on specified economic and demographic data, of the rates at which the finished products (lots or completed buildings or units) can be sold, relative to current and future market conditions. 5. Appraiser- Seevers Jordan Ziegenmeyer (Kevin Ziegenmeyer) Performs appraisal of the proposed CFD property in order to estimate its market value subject to the hypothetical condition improvements to be financed by the CFD. The Page 3 of 4 estimate of value also considers the impact of the Lien of the Special Tax securing the Bonds. 6. Underwriter— Prager & Company (Craig Bettencourt) Assists in the structuring of the bond issue; markets and underwrites the bonds. Tentative Schedule Assuming SunCal submits a CFD petition in the next several weeks, the City would likely schedule the next set of formal actions for City Council consideration during the March and April City Council meetings, as follows: March 3 (or 17) 1. Approve CFD boundaries 2. Identify types of facilities and services to be funded via the CFD 3. Declare intention to: a) Form CFD; b) Levy special tax; 3) Issue bonds 4. Approve Acquisition and Disclosure Agreement with SunCal 5. Set time and place of public hearing 6. Establish voting procedures April 7 (or 21) 1. Public hearing to adopt CFD 2. Adopt resolution forming the CFD 3. Call and conduct landowner-voter election and declare results 4. Give first reading to ordinance authorizing levy of the special tax within the CFD NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Adopting Local Goals and Policies for the City of Dublin's Use of the Mello Roos Community Facilities Act of 1982; and Exhibit A: City of Dublin, Local Goals and Policies Concerning Use of Mello- Roos Community Facilities Act of 1982 2. Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement With Dublin Crossing Venture LLC; and Exhibit A: Deposit and Reimbursement Agreement 3. CFD Formation: Usual Sequence of Events Page 4 of 4 ATTACHMENT 1 RESOLUTION NO. xx — 15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ADOPTING LOCAL GOALS AND POLICIES FOR THE CITY OF DUBLIN'S USE OF THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 WHEREAS, this City Council of the City of Dublin (the "City") intends to undertake legal proceedings for establishment of a community facilities district (the "CFD"), the designation of an improvement area and the identification of property for future annexation, all pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Act") and, subject to such proceedings and to thereafter obtaining the approval of the qualified electors of the CFD as required by the Act, to undertake legal proceedings for the authorization, issuance and sale, in one or more series, of special tax bonds or other debt obligations of the City, acting on behalf of the CFD (the "Obligations"), to be secured by a pledge of proceeds of the special tax to levied on taxable parcels within the CFD; and WHEREAS, in connection with such intention and in compliance with the requirements of Sections 53312.7 and 53345.8 of the Act, this City Council wishes to adopt local goals and policies applicable to the City's use of the Act; and WHEREAS, a copy of the "Local Goals and Policies Concerning Use of the Mello-Roos Community Facilities Act of 1982" (the "Local Goals and Policies") has been filed with the City Clerk of the City (the "City Clerk") for consideration and adoption by this City Council, and a copy of the Local Goals and Policies is attached hereto as Exhibit A and by this reference incorporated herein; and WHEREAS, in compliance with the requirements of Sections 53312.7 and 53345.8 of the Act, this City Council wishes to adopt the Local Goals and Policies; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby: 1) Determine that the Local Goals and Policies contain the matters required for compliance with Sections 53312.7 and 53345.8 of the Act; and 2) Adopt the Local Goals and Policies in the form on file with the City Clerk, a copy of which is attached hereto as Exhibit A. PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote: AYES- NOES- ABSENT ABSTAIN: Mayor ATTEST: City Clerk Exhibit A City of Dublin Local Goals and Policies Concerning Use of Mello-Roos Community Facilities Act of 1982 The City Council (the "City Council") of the City of Dublin (the "City") has considered and hereby adopts the following in compliance with Section 53312.7 and 53345.8 of the Mello-Roos Community Facilities Act of 1982 (the "Act"). A. General Policy Respecting Use of the Act. As a matter of general policy, the City will utilize the Act for purposes of(1) acquiring and constructing and providing financing for all or a prescribed portion of the cost and expense of public capital improvements ("facilities") to be owned by the City and any other local agency or public utility providing an essential governmental services to the City and its inhabitants and (2) financing all or a prescribed portion of the estimated cost and expense of maintaining and operating those facilities to be owned by the City to the extend permitted by the Act. In general, it will be the policy of the City not to provide for services which are not related to maintaining and operating the facilities which are financed, except where it may be beneficial and in furtherance of policies of the City to encourage commercial or residential development and to provide for such services on a consolidated and coordinated basis. It is expressly understood that the contents of these Local Goals and Policies constitute a statement of policies and shall not be construed to constitute a statement of legal requirements or limitations. The City shall look to the provisions of the Act or the City's adopted municipal code for such legal requirements and limitations. B. Priorities for Use of Act. Reserving the right to make exceptions when circumstances warrant, the City establishes the following priority for use of the Act: 1. Facilities which provide a community-wide benefit to all inhabitants of the City; 2. Facilities needed to serve a community plan or specific plan area that is currently deficient in off-site infrastructure needed to develop the area as planned; that is: "backbone" infrastructure to support already-approved community plan or specific plan areas; 3. Other facilities for which there is a clearly demonstrated public benefit but which benefit is likely to be greater to specific sub-areas of the City rather than community-wide; OHS West:260447767.2 41391-26 SS4 4. Other facilities permitted by the Act; and 5. The cost and expense of maintaining and operating any of the foregoing facilities. C. Required Credit Quality. The City Council adopts the requirements of Section 53345.8 of the Act as sufficient minimum standards for the credit quality of any bonds issued pursuant to the Act. D. Disclosure to Property Purchasers. The City Council finds that the statutory requirements of disclosure to property purchasers contained in the Act, most notably, but not limited to, Sections 53328.3, 53328.5 (including the referenced sections of the California Streets and Highways Code), 53340.2 and 53341.5 adequately address this need, and no additional procedures need be imposed by the City. The City Council reserves the right to require additional disclosure procedures in any particular case. E. Requirements for Special Tax Formulas. Except in circumstances warranting a departure from the following, the proposed rate and apportionment of the special tax (the "Special Tax Formula") for each community facilities district ("CFD") shall comply with the following criteria. 1. The Special Tax Formula shall be structured to produce sufficient annual special tax revenue to pay: (a) annual debt service on special tax bonds which have been issued, if any, (b) reasonable annual administrative expenses of the City in the administration of the special taxes and the bonds, if any, of the CFD and (c) the cost of any services and "pay as you go" programs funded by the CFD special tax. The foregoing shall not be construed to exclude other components which may be considered for inclusion in the annual special tax revenue. 2. Where appropriate, consideration may be given to providing for a backup special tax to protect against unforeseen contingencies, including but not limited to unusual levels of delinquency in the payment of the special tax. 2. The Special Tax Formula may provide for an annual increase in the maximum special tax for residential properties not to exceed two percent (2%) annually and shall provide for prepayment and discharge of that portion of the special tax obligation on any residential properties pertaining to debt service on special tax bonds, if any, as distinguished from that portion of the special tax obligation on such residential properties pertaining to services. 4. The total projected annual special tax revenues, less estimated annual administrative expenses, should generally exceed the projected annual gross debt service on outstanding special tax bonds, if any, by ten percent (10%). OHS West:260447767.2 41391-26 SS4 5. Absent circumstances warranting a departure from the following, all property within the CFD not otherwise statutorily exempted or owned (or to be owned) by a public entity and to be benefited should bear its reasonable share of the special tax liability. 6. The rate and method of apportionment of the special tax shall be structured to allocate and apportion the special taxes on the basis of reasonableness to all categories and classes of property within the CFD not statutorily exempted. 7. Absent circumstances warranting a departure from the following, the total amount of projected ad valorem property tax and other direct and overlapping debt for the proposed CFD (including estimated CFD charges, projected benefit assessments, levies for authorized but unissued debt and any other anticipated municipal charges which may be included on a property owner's annual property tax bill), including the proposed maximum special tax, should not exceed two percent (2%) of the estimated market value for any single family home, condominium, town home or like residential unit. F. Appraisal Standards. The Appraisal Standards for Land Secured Financings (the "Standards") published by the California Debt and Investment Advisory Commission, originally dated May 1994 and as amended July 2004, are adopted as the appraisal standards for the City. OHS West:260447767.2 41391-26 SS4 ATTACHMENT 2 RESOLUTION NO. xx - 15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING THE CITY MANAGER TO EXECUTE A DEPOSIT AND REIMBURSEMENT AGREEMENT WITH DUBLIN CROSSING VENTURE LLC WHEREAS, in accordance with subsection (c) of Section 53318 of the California Government Code (the "Code"), a petition (the "Petition") containing the matters prescribed by Section 53319 of the Code, has been filed with the City Clerk of the City of Dublin (the "City Clerk") by Dublin Crossing Venture LLC (the "Developer"), and representing that the Developer is the sole owner of certain real property situated within the City of Dublin (the "City") shown as Improvement Area No. 1 on an exhibit map attached to the Petition as Exhibit A thereto (the "Exhibit Map ") and WHEREAS, the Petition requests that proceedings be initiated and conducted pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following of the Code; hereafter in this resolution, the "Act") to establish a community facilities district to be known as "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing)" ("CFD No. 2015-1"), in order to provide for the financing of a portion of the cost and expense of acquiring, constructing and installing certain authorized public capital improvements and the reimbursement of certain authorized fees (the "Authorized CFD Public Improvements"); and WHEREAS, subsection (d) of Section 53318 of the Code specifies that the Petition shall not be acted upon prior to the time that the City receives a deposit of funds sufficient to compensate the City for all costs incurred in conducting the requested proceedings; and WHEREAS, to provide the terms and conditions under which (a) the Developer will make an initial deposit and subsequent deposits if needed, (b) the City will utilize the funds deposited to pay its costs to be incurred in conducting the requested proceedings (the "Proceedings Costs"), and (c) the City will include in its estimate of costs to be financed by CFD No. 2015-1, whether from bond proceeds or directly from proceeds of special taxes, the full amount of deposits made by the Developer for the payment of such Proceedings Costs, a form of Deposit and Reimbursement Agreement has been prepared, filed with the City Clerk and submitted to the members of this City Council for consideration at this meeting; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Deposit and Reimbursement Agreement and directs the execution and delivery thereof by the City Manager on behalf of the City; provided that, prior to such execution, the Deposit and Reimbursement Agreement may be modified to reflect changes mutually agreed upon by the City Manager and the C-1 Developer, with such mutual agreement to be conclusively evidenced by execution of the Deposit and Reimbursement Agreement by both parties. PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Exhibit A City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) DEPOSIT AND REIMBURSEMENT AGREEMENT Recitals A. The parties to this Agreement are the CITY OF DUBLIN (the "City"), a municipal corporation of the State of California (the "State"), and DUBLIN CROSSING VENTURE LLC, a Delaware limited liability company (the "Developer"). B. The effective date of this Agreement shall be the date on which the City receives a signed petition as described in paragraph C. C. The City has provided the Developer with a form of petition (the "Petition"), and the Developer has indicated its intention to sign and submit the Petition to the City, requesting that the City initiate and conduct proceedings for establishment of a community facilities district, pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Act") to be known as "Community Facilities District No. 2015-1, City of Dublin, County of Alameda, State of California" ("CFD No. 2015-1"), and to issue and sell special tax bonds of the City, acting on behalf of CFD No. 2015-1 (the "Bonds") pursuant to the Act upon the security of the unpaid special tax revenues derived from the levy of the landowner-voter approved special tax levied upon the taxable property in CFD No. 2015-1 to finance the cost and expense of acquiring, constructing and installing certain authorized public capital improvements and the reimbursement of certain authorized fees (together, the "Authorized CFD Public Improvements"). Attached to the Petition as Exhibit A is a proposed boundary map for CFD No. 2015-1,which shows the entirety of the area ultimately to be included in CFD No. 2015-1,with Deposit and Reimbursement Agreement 1 Exhibit A a specified portion of that area to be designated as "Improvement Area No. 1," as delineated by a boundary line shown on Exhibit A, and with the remainder of the area, shown with a cross- hatched pattern and designated as "Future Annexation Area." The Petition further requests that (a) the initial boundary of CFD No. 2015-1 be established to include only Improvement Area No. 1 and (b) the future annexation of sequential portions of the Future Annexation Area be approved by proceedings of the City Council to be conducted pursuant to Chapter 3.5 of the Act concurrently with the proceedings for the establishment of CFD No. 2015-1. D. In the event the City is able to accomplish sale and delivery of the Bonds on terms and conditions satisfactory to the City, the City intends to utilize the proceeds of sale thereof to (1) reimburse the Developer for any deposit made pursuant to this Agreement and (2) finance the acquisition, construction and installation of and the reimbursement for the Authorized CFD Public Improvements,including certain authorized incidental expenses of CFD No. 2015-1 and the Authorized CFD Public Improvements, together with the costs of issuance of the Bonds. With respect to the issuance of the Bonds, the parties hereby expressly acknowledge that the Bonds will be issued in separate and sequential series,with each series of the Bonds to be payable from and secured solely by the special taxes levied upon and collected with respect to taxable property situated within a specified improvement area,with the first such series of Bonds to be payable from and secured solely by the special taxes to be levied upon and collected with respect to taxable property situated within Improvement Area No. 1. E. In consideration for the mutual undertakings of the parties stated herein, the parties agree as follows: Deposit and Reimbursement Agreement 2 Exhibit A Agreement 1. The foregoing Recitals are true and correct, and the parties expressly so acknowledge. 2. The City agrees to establish and maintain a special fund to be known as the "Dublin Crossing Development Fund" for CFD No. 2015-1 (the "Dublin Crossing Fund"). Forthwith following execution of this Agreement, the Developer agrees to make an initial deposit in the amount of$50,000 to be deposited by the City in the Dublin Crossing Fund. From the proceeds of the initial deposit and all subsequent deposits, if any, made by the Developer, the City is authorized to disburse amounts from the Dublin Crossing Fund, from time to time, to pay preliminary and incidental costs and expenses incurred by the City in connection with the City's proceedings to implement the proposed financing. Without limiting the generality of the foregoing, the City may disburse amounts from said fund to pay third party invoices from consultants retained by the City to assist the City in the implementation of the proposed financing. In the event that the balance in said fund is drawn down to an amount of less than $5,000, the City may notify the Developer of such fact, and the Developer shall forthwith cause the City to be provided with an additional deposit as requested by the City to assure the continued availability of funds for the payment of such preliminary expenses. 3. The City agrees to proceed with all due diligence in conducting and completing the legal proceedings, leading to recording of a notice of special tax lien respecting the special tax obligation imposed upon the various taxable parcels of land within Improvement Area No. 1 of CFD No. 2015-1, as a foreclosable lien upon such parcels. In preparing the estimate of the costs and expenses to be financed by the special tax and the Bonds, the City shall include an Deposit and Reimbursement Agreement 3 Exhibit A amount estimated to be sufficient to reimburse the Developer for the full amount of the deposits made and to be made by the Developer pursuant to this Agreement. Thereafter, but only to the extent determined by the City to be feasible on the basis of the City's policies respecting the limitation of the principal amount of bond financing as a fraction of the appraised market values of taxable property within CFD No. 2015-1, the City agrees to make allowance in the sizing of the Bonds for the reimbursement of such deposits;provided that it is expressly acknowledged by the Developer that this provision shall not be construed to obligate the City to provide for such reimbursement if doing so would result in non-compliance with the City's policies respecting the limitation on the principal amount of bond financing as a fraction of the appraised market values of the subject taxable property within CFD No. 2015-1, and under no circumstances shall the City be obligated to provide for such reimbursement from any source other than the proceeds of sale of the Bonds of CFD No. 2015-1. 4. Subject to compliance with the City's policies, the City shall utilize its best efforts to implement the proposed establishment of CFD No. 2015-1, to designate the Future Annexation Area, and to accomplish issuance and sale of the Bonds to finance the authorized purposes of CFD No. 2015-1, including but not limited to reimbursement to the Developer for any deposits made by the Developer pursuant to this Agreement and to acquire, construct and install the Authorized CFD Public Improvements. The Developer acknowledges that the City Council of the City (the "City Council") retains complete discretion over the terms and conditions of issuance of the Bonds and that if for any reason the Bonds are not issued on terms and conditions deemed satisfactory to the City, the Developer will have no right to recover any amounts deposited hereunder. If the City Council determines to abandon the proceedings for the formation of CFD No. 2015-1 or the issuance and sale of the Bonds, any amounts deposited Deposit and Reimbursement Agreement 4 Exhibit A by the Developer hereunder which have not been spent and which are not held to cover future payments for which the City is obligated will be returned to the Developer. 5. In discharging its obligation to use its best efforts to accomplish a public offering and sale of the Bonds, the City intends to accomplish such offering and sale through a negotiated sale to Prager & Co., LLC, the bond underwriting firm which has been selected by the City (the "Underwriter"). To enable the City, the City's Disclosure Counsel, the City's Financial Advisor and the other financing professionals for CFD No. 2015-1, to prepare an Official Statement to be utilized in connection with Underwriter's public offering of the Bonds, the Developer agrees to provide such financial information, property value and ownership information, appraisal reports, development plan and development financing plan information, and such other information as the City, Disclosure Counsel, the Financial Advisor and the Underwriter may consider material in connection with preparing the Official Statement and determining feasibility and structure of the proposed bond issue. Such reports and information shall be provided to the City, Disclosure Counsel, the Financial Advisor and to the Underwriter, and the actual cost and expense of the Developer shall be eligible for reimbursement from proceeds of sale of the Bonds,provided that sufficient allowance has been made in the cost estimate and bond sale for that purpose. Signatures to follow on next Page Deposit and Reimbursement Agreement 5 Exhibit A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the effective date stated above. CITY OF DUBLIN By Christopher L. Foss City Manager Attest: City Clerk By Caroline Soto DEVELOPER Dublin Crossing Venture LLC, a Delaware limited liability company By: (Name) (Title) 2372439.1 Deposit and Reimbursement Agreement 6 FIELDMAN I RDLAPP &ASSO ATE5 Them h an js6rrirxrrf,experirarr. LEGISLATIVE BODY COMMENCES PROCEEDINGS PETITION INITIATED CFD 1. Adopt Goals and Policies 2. Adopt resolutions to: 1. 10%Landowners a. Approve boundaries .................................. : B b. Designate name of CFD Prepare Report li Registered voters E C. Identify types of facilities& E•••••••••••••••• 3. Payment of pre-formation G Within 90 days services ................................................. d. Declare Intention to: Public hearing held not E.............................. E I � 1) Form CFD E less than 30 days or N 2) Levy special tax E not more than 60 days 3) Issue bonds from adoption of e. Set time and place of Resolution of Intention E LOCAL AGENCY INITIATED CFD H public hearing :•••••••••••••••••••••••••••••••••••••••••••••••••• f. Establish voting procedures E request � REQUIRED--Publish notice R members of legislative (not later than 7 days before E body, , Public Hearing) 2. Majority approval of OPTION--Mailed notice legislative body (not later than 15 days before Public Hearing) PUBLIC HEARING Usual Sequence of Events May be continued up to 30 days,or with finding up to 6 months. for Mello Roos 1 Community Facilities Districts If no majority protest,resolutions adopted to form CFD*by: (Commencing with Section 53311 1. Establishing boundaries 2. Determining necessity to incur bonded indebtedness of the Government Code) 3. Authorizing levy of special tax 4. Approving types of facilities and services 5. Setting election 1. Sell d deliver bonds receive bond proceeds If more than 50%of registered voters(at least 6),or if the 2. Initiate construction or owners of more than 50%of the land area protest,then acquisition CFD abandoned for one year. If majority protest only 3. Commence activities to against specific facilities,services or special tax, administer debt,levy an only that facility,service or tax must be dropped. collect special taxes and comply with continuing *Environmental review should be completed before formation of CFD disclosure requirements I I GENERAL ELECTION or SPECIAL ELECTION :................................................................................................. 90/180 days from Resolution of Formation 1. Record Notice of Special Tax Lien (unless time period shortened by 100%of electors) E 2. Initiate validation proceedings,if necessary 3. 30 day statute of limitations E ........................................................................: E 2/3 vote required .................................................................................................E E (if less than 12 registered voters E or if no tax on residential property --landowner election) ACTIONS BY LEGISLATIVE BODY E.........................................................................E 1. Certify election results 2. Enact ordinance to levy ELECTION special tax 3. Authorize issuance of bonds Voters consider: 4. Approve Preliminary Official 1. Levy of Special Tax Statement and Continuing 2. Establish appropriations limit Disclosure Agreement 3. Authorize issuance of bonds Fieldman,Rolapp&Associates 19900 MacArthur Blvd.,Suite 1100 Irvine,CA 92612 Phone:949.660.7300 Fax:949.474.8773*www.fieldnian.com ©2004