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Resolution 13362CITY OF ALAMEDA RESOLUTION NO. 13362 DECLARING INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES RESOLVED, by the City Council (the "Council ") of the City of Alameda (the "City "), as follows: WHEREAS, under Section 3 -70 (Special Tax Financing Improvement Code) of Article IV (Special Tax Financing) of Chapter III (Finance and Taxation) of the Alameda Municipal Code (the "Code "), this City Council is empowered to act as the legislative body for and to establish community facilities districts; and WHEREAS, the Community Improvement Commission of the City of Alameda (the "CIC ") and Catellus Development Corporation ( "Catellus ") have entered into a Disposition and Development Agreement, entered into as of June 16, 2000 (the "DDA "), which provides for, among other matters, the financing and installation of backbone infrastructure (as more completely described in the DDA, the "Backbone Infrastructure ") and the demolition of existing improvements (as more completely described in the DDA, the "Demolition ") by the CIC on 87 acres of land to be acquired and developed by Catellus for residential purposes and 77 acres of land to be acquired and developed by Catellus for a business park (such land being collectively referred to herein as the "Property "), constituting portions of the FISC and East Housing areas of the former Alameda Naval Air Station, as more completely described in the DDA; and WHEREAS, the City and the CIC have entered into the Joint Implementation Agreement Between the City of Alameda and the Community Improvement Commission of the City of Alameda Related to the Implementation of the Catellus Mixed -Use Development Project, effective as of May 31, 2000, in order to assure the timely and orderly development of the Property, as contemplated by the DDA; and WHEREAS, the City desires to assist the CIC in the financing of the costs of the Demolition and the Backbone Infrastructure, and to that end desires to establish a community facilities district (the "District ") under the provisions of the Code and to issue bonds under the provisions of the Code (the "Bonds "); and WHEREAS, the land to be initially included in the District will be the Property, and the Bonds will be secured by a levy of special taxes on the portion of the Property not yet conveyed to Catellus under the terms of the DDA, as well as a contribution by the CIC of certain tax increment revenues to be identified in the proceedings to authorize the issuance of the bonds; and WHEREAS, this City Council now desires to undertake proceedings under the Code to establish the District. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. This City Council proposes to conduct proceedings to establish a community facilities district pursuant to the Code. The name proposed for the District is City of Alameda Community Facilities District No. 4 (Demolition and Backbone Infrastructure - FISC and East Housing Sites). Section 2. The proposed boundaries of the District are as shown on the map of the District on file with the City Clerk, which boundaries are hereby preliminarily approved and to which map reference is hereby made for further particulars. The City Clerk is hereby directed to record, or cause to be recorded, said map of the boundaries of the District in the office of the County Recorder within fifteen days of the date of adoption of this Resolution. Section 3. The proposed Demolition and Backbone Infrastructure to be financed in whole or in part by the District are listed on Exhibit A hereto and which Exhibit is by this reference incorporated herein. Section 4. Except where funds are otherwise available to the District to finance the Demolition and Backbone Infrastructure and /or pay the principal and interest as it becomes due on bonds of the District issued to finance the Demolition and Backbone Infrastructure, a special tax sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non - exempt real property in the District, will be annually levied within the District and collected by direct billing of the affected property owners or in such other manner as this City Council or its designee shall determine. The proposed rate and method of apportionment of the special tax among the parcels of real property within the District, in sufficient detail to allow each landowner within the proposed District to estimate the maximum amount such owner will have to pay, are described in Exhibit B attached hereto and by this reference incorporated herein. Section 5. It is the intention of this City Council acting as the legislative body for the District to cause bonds of the City to be issued for the District pursuant to the Code to finance the Demolition and Backbone Infrastructure. Said bonds shall be in the aggregate principal amount of not to exceed $11,000,000, shall bear interest payable semi - annually or in such other manner as this City Council shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds, and shall mature not to exceed 50 years from the date of the issuance thereof. Section 6. The levy of said proposed special tax shall be subject to the approval of the qualified electors of the District at a special election. The proposed voting procedure shall be by mailed or hand - delivered ballot among the landowners in the proposed District, with each owner having one vote for each acre or portion of an acre such owner owns in the District. Section 7. The Executive Director of the CIC, as the officer responsible for providing the Demolition and Backbone Infrastructure, is hereby directed to study the Demolition and Backbone Infrastructure and to make, or cause to be made, and file with the City Clerk a report in writing, presenting the following: (a) A description of the Demolition and Backbone Infrastructure. (b) An estimate of the cost of providing the Demolition and Backbone Infrastructure, together with an estimate of the costs of any bond issuance and of the City's administration of the District, as provided in Section 3 -70.26 of the Code. Said report shall be made a part of the record of the public hearing provided for below. Section 8. Tuesday, July 17, 2001, at 7:30 p.m., in the regular meeting place of this City Council, Council Chambers, 2263 Santa Clara Avenue, Alameda, California, be, and the same are hereby appointed and fixed as the time and place when and where this City Council, as legislative body for the District, will conduct a public hearing on the establishment of the District and consider and finally determine whether the public interest, convenience and necessity require the formation of the District and the levy of said special tax. Section 9. The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the District. The publication of said notice shall be completed at least seven (7) days before the date herein set for said hearing. Said notice shall be substantially in the form of Exhibit C hereto. Section 10. This Resolution shall take effect upon its adoption. * * * * * * * * * * * Revised 6/20/01 EXHIBIT A DESCRIPTION OF DEMOLITION AND BACKBONE INFRASTRUCTURE - TO BE FINANCED BY THE DISTRICT DEMOLITION AND BACKBONE INFRASTRUCTURE The Demolition and Backbone Infrastructure to be financed by the District shall include backbone infrastructure design, engineering and construction costs and site demolition on land included within the initial boundaries of the District or adjacent thereto. Design costs include, but are not limited to, fees associated with designing the backbone infrastructure that includes streets, utilities, landscaping, traffic improvements, grading, and ancillary items to be constructed within the initial boundaries of the District of on land adjacent thereto. Engineering' and construction costs include such costs related to the backbone infrastructure included within the designs therefor. Site demolition includes, but is not limited to, costs related to the removal of buildings, roadways, utilities; grading of the site; and installation and reconnection of utilities. OTHER Bond related expenses, including underwriter's or purchaser's discount, appraisals, reserve fund, capitalized interest, bond counsel, underwriter's counsel, disclosure counsel, special tax consultant, bond and official statement printing and all other incidental expenses. Administrative fees and expenses of the City and the Bond trustee or fiscal agent related to the District and the Bonds. EXHIBIT B CITY OF ALAMEDA COMMUNITY FACILITIES DISTRICT NO. 4 (DEMOLITION AND BACKBONE INFRASTRUCTURE - FISC AND EAST HOUSING SITES) Rate and Method of Apportionment of Special Tax A Special Tax applicable to each Assessor's Parcel of Taxable Property in the City of Alameda Community Facilities District No 4 (Demolition and Backbone Infrastructure FISC and East Housing Sites) (herein "CFD No 4 ") shall be levied and collected according to the tax liability determined by the Administrator through the application of the procedures described below. All of the real property in CFD No. 4, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided. A. DEFINITIONS The capitalized terms hereinafter set forth have the following meanings when used in this Rate and Method of Apportionment: "Acre or Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map, or other parcel map recorded with the County Recorder. If the Acreage of a particular Parcel is unclear after reference to available maps, the Administrator shall determine the appropriate Acreage for a Parcel. "Act" means the City of Alameda Special Tax Financing Improvement Code. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees and expenses of its counsel) employed in connection with any Bonds; any costs associated with the marketing or remarketing of the Bonds; the expenses of the Administrator, the City and the CIC in carrying out their duties under any fiscal agent agreement, indenture or resolution with respect to the Bonds or CFD No. 4, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of legal counsel, charges levied by any governmental agency in connection with the levy and collection of Special Taxes, audits, continuing disclosure or other amounts needed to pay arbitrage rebate to the federal government with respect to Bonds; costs associated with complying with continuing disclosure requirements; costs associated with responding to public inquiries regarding Special Tax levies and appeals; attorneys' fees and other costs associated with commencement or pursuit of foreclosure for delinquent Special Taxes; and all other costs and expenses of the Administrator, the City, the CIC, and any fiscal agent, escrow agent or trustee related to the administration of CFD No. 4. B -1 "Administrator" means the Director of Finance of the City or such other person or entity designated by the Director of Finance of the City to administer the Special Tax according to this Rate and Method of Apportionment of Special Tax. "Assessor's Parcel" or "Parcel" means a lot, parcel or airspace parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the Assessor of the County designating Parcels by Assessor's Parcel number. "Available Increment" means, as to each Fiscal Year, amounts the CIC has determined to contribute to CFD No. 4 in such Fiscal Year. "Bonds" means any bonds or other debt, whether in one or more series, issued by the City for CFD No. 4 under the Act. "CIC" means the Community Improvement Commission of the City of Alameda. "City" means the City of Alameda. "City Council" means the City Council of the City, acting as the legislative body of the CFD. "County" means the County of Alameda. "Exempt Land" means any real property within the boundaries of CFD No. 4 not owned by the City or the CIC, including but not limited to any land conveyed by the City or the CIC to Catellus Development Corporation and its successors and assigns under the Disposition and Development Agreement, dated as of June 16, 2000, between the CIC and Catellus Development Corporation. Any land which is or becomes Exempt Land shall thereafter always remain Exempt Land. The Administrator shall determine the extent to which any real property in CFD No. 4 is Exempt Land. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Fixed Rate Bonds" means any Bonds the interest rate with respect to which is then fixed and is not thereafter subject to variance throughout the term of the Bonds. "Infrastructure" means the demolition and backbone infrastructure authorized to be financed by CFD No. 4 in accordance with the terms of the Act and the Resolution of Formation. "Interest Payment Date" means the date on which an interest payment is due to Bond holders under the indenture, fiscal agent agreement or resolution authorizing the issuance of the Bonds. B -2 "Letter of Credit" means any letter of credit, bond insurance policy, surety bond or other financial guaranty relating to Bonds which shall be issued on the closing date of the applicable Bonds, name the trustee or fiscal agent for the Bonds as beneficiary and contain such provisions as are required under the applicable indenture or fiscal agent agreement for such Bonds. "Letter of Credit" shall also mean any substitute Letter of Credit that is issued in the future to replace all or a portion of any outstanding Letter of Credit. "Maximum Special Tax" means, with respect to any Parcel of Taxable Property, the maximum Special Tax, determined in accordance with Section C, that can be levied in any Fiscal Year on such Parcel. "Prior Interest Period" means, as of any Interest Payment Date, the period beginning with the opening of business on the immediately previous Interest Payment Date and ending at the finish of the day immediately preceding such Interest Payment Date. "Resolution of Formation" means the Resolution of Formation of Community Facilities District No. 4, as adopted by the City Council. "Special Tax" means the special tax to be levied pursuant to the Act in each Fiscal Year on Taxable Property within CFD No. 4. "Special Tax Requirement" means the amount necessary as of any Interest Payment Date (i) to pay interest on the Bonds due for the Prior Interest Period, (ii) to pay principal of the Bonds due as of the Interest Payment Date, (iii) to replenish reserve funds, if any, established pursuant to the indenture or fiscal agent agreement authorizing the Bonds, (iv) to pay Administrative Expenses then due or expected to come due before the next Interest Payment Date, (v) to pay costs of any ` credit enhancement for the Bonds, and (vi) to cure any delinquencies in the payment of principal or interest on indebtedness of CFD No 4 which have occurred since the prior Interest Payment Date and which have not yet been cured from a draw on the Letter of Credit. The Special Tax Requirement shall be reduced by the following: (i) any credit from interest earnings on the reserve fund or other Bond funds the earnings on which are available to pay debt service on the Bonds, (ii) the collection of delinquent Special Taxes and associated penalties, (iii) Available Increment available to pay debt service on the Bonds, (iv) monies available in any capitalized interest fund that was established when Bonds were issued, (v) any offset to debt service due on the Bonds as expressly provided in the indenture or fiscal agent agreement pursuant to which the Bonds are issued, and (vi) any other funds available to apply against the Special Tax Requirement as determined by the Administrator. "Taxable Property" means all of the Assessor's Parcels within the boundaries of CFD No. 4 which are not Exempt Land or exempt from the Special Tax pursuant to law. "Variable Rate Bonds" means any Bonds which are sold on behalf of CFD No. 4 that are not Fixed Rate Bonds. B. IDENTIFYING TAXABLE PROPERTY Five days prior to each Interest Payment Date, the Administrator shall determine which Parcels in CFD No. 4 are Taxable Property. Taxable Property shall be subject to Special Taxes in accordance with the rate and method of apportionment described in Sections C and D below. C. MAXIMUM SPECIAL TAX As of any Interest Payment Date, the Maximum Special Tax for Taxable Property in CFD No. 4 shall be the greater of (1) $11,000,000 per Acre or (2) the amount determined pursuant to the following steps: Step 1: For Any Variable Rate Bonds Then Outstanding Step la: Add to an amount equal to one hundred twelve percent (112 %) of the principal amount of any then outstanding Variable Rate Bonds, the estimated annual Administrative Expenses, to determine the maximum potential Special Tax Requirement for Variable Rate Bonds; Step 1b: Determine the Acreage of Taxable Property within the CFD; Step lc: Divide the amount from Step la by the Acreage from Step 1b to determine the "Maximum Variable Rate Special Tax" per Acre of Taxable Property in the CFD. Step 2: Step 2a: Rate Bonds; For Any Fixed Rate Bonds Then Outstanding Determine the maximum annual debt service on all outstanding Fixed Step 2b: Add estimated annual Administrative Expenses to determine the maximum potential Special Tax Requirement for Fixed Rate Bonds; Step 2c: Determine the Acreage of Taxable Property within the CFD; Step 2d: Divide the amount from Step 2b by the Acreage from Step 2c to determine the "Maximum Fixed Rate Special Tax" per Acre of Taxable Property in the CFD. Step 3: Calculating the Maximum Special Tax Add the Maximum Variable Rate Special Tax from Step lc above to the Maximum Fixed Rate Special Tax from Step 2d above to determine the current Maximum Special Tax per Acre of Taxable Property in the CFD. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX At least three business days prior to an Interest Payment Date, the Administrator shall determine or cause to be determined the Special Tax Requirement for the Interest Payment B -4 Date. The Special Tax shall then be levied proportionately per Acre on each Assessor's Parcel of Taxable Property up to 100% of the Maximum Special Tax for Taxable Property, as determined by reference to Section C above, until the amount levied is equal to the Special Tax Requirement due on the Interest Payment Date. E. LIMITATIONS No Special Taxes shall be levied on any Parcel after such Parcel becomes Exempt Land. The Special Tax may be levied and collected on Taxable Property until the date on which principal and interest on all outstanding Bonds have been paid in full or legally defeased. Upon determination by the Administrator that such requirements have been met, the Special Tax lien shall be removed from all Parcels in the CFD. F. MANNER OF COLLECTION At least two business days prior to an Interest Payment Date, the Administrator shall send or cause to be sent a bill for Special Taxes due on that Interest Payment Date to the current property owners of Taxable Property reflected on the Assessor's tax roll unless the Administrator has more accurate ownership 'information that has been recorded at the County Recorder's Office but is not yet reflected on the Assessor's tax roll. Notwithstanding the above, the Administrator may collect Special Taxes at a different time or in a different manner if necessary to meet the financial obligations of CFD No. 4 or otherwise more convenient or efficient in the circumstances. EXHIBIT C NOTICE OF PUBLIC HEARING CITY OF ALAMEDA COMMUNITY FACILITIES DISTRICT NO. 4 (DEMOLITION AND BACKBONE INFRASTRUCTURE - FISC AND EAST HOUSING SITES) Notice is hereby given that on June 19, 2001, the City Council of the City of Alameda adopted a Resolution Declaring Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes ". Pursuant to Section 3 -70.27 of the City of Alameda Special Tax Financing Improvement Code, the City Council of the City of Alameda hereby gives notice as follows: A. The text of said Resolution of Intention is as follows: RESOLVED, by the City Council (the "Council ") of the City of Alameda (the "City ") as follows: WHEREAS, under Section 3 -70 (Special Tax Financing Improvement Code) of Article lV (Special Tax Financing) of Chapter III (Finance and Taxation) of the Alameda Municipal Code (the "Code "), this City Council is empowered to act as the legislative body for and to establish community facilities districts; and WHEREAS, the Community Improvement Commission of the City of Alameda (the "CIC ") and Catellus Development Corporation ( "Catellus ") have entered into a Disposition and Development Agreement, entered into as of June 16, 2000 (the "DDA "), which provides for, among other matters, the financing and installation of backbone infrastructure (as more completely described in the DDA, the "Backbone Infrastructure ") and the demolition of existing improvements (as more completely described in the DDA, the "Demolition ") by the CIC on 87 acres of land to be acquired and developed by Catellus for residential purposes and 77 acres of land to be acquired and developed by Catellus for a business park (such land being collectively referred to herein as the " Property "), constituting portions of the FISC and East Housing areas of the former Alameda Naval Air Station, as more completely described in the DDA; and WHEREAS, the City and the CIC have entered into the Joint Implementation Agreement Between the City of Alameda and the Community Improvement Commission of the City of Alameda Related to the Implementation of the Catellus Mixed -Use Development Project, effective as of May 31, 2000, in order to assure the timely and orderly development of the Property, as contemplated by the DDA; and WHEREAS, the City desires to assist the CIC in the financing of the costs of the Demolition and the Backbone Infrastructure, and to that end desires to establish a community facilities district (the "District ") under the provisions of the Code and to issue bonds under the provisions of the Code (the "Bonds "); and C -1 WHEREAS, the land to be initially included in the District will be the Property, and the Bonds will be secured by a levy of special taxes on the portion of the Property not yet conveyed to Catellus under the terms of the DDA, as well as a contribution by the CIC of certain tax increment revenues to be identified in the proceedings to authorize the issuance of the bonds; and WHEREAS, this City Council now desires to undertake proceedings under the Code to establish the District. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. This City Council proposes to conduct proceedings to establish a community facilities district pursuant to the Code. The name proposed for the District is City of Alameda Community Facilities District No. 4 (Demolition and Backbone Infrastructure - FISC and East Housing Sites). Section 2. The proposed boundaries of the District are as shown on the map of the District on file with the City Clerk, which boundaries are hereby preliminarily approved and to which map reference is hereby made for further particulars. The City Clerk is hereby directed to record, or cause to be recorded, said map of the boundaries of the District in the office of the County Recorder within fifteen days of the date of adoption of this Resolution. Section 3. The proposed Demolition and Backbone Infrastructure to be financed in whole or in part by the District are listed on Exhibit A hereto and which Exhibit is by this reference incorporated herein. Section 4. Except where funds are otherwise available to the District to finance the Demolition and Backbone Infrastructure and /or pay the principal and interest as it becomes due on bonds of the District issued to finance the Demolition and Backbone Infrastructure, a special tax sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non - exempt real property in the District, will be annually levied within the District and collected by direct billing of the affected property owners or in such other manner as this City Council or its designee shall determine. The proposed rate and method of apportionment of the special tax among the parcels of real property within the District, in sufficient detail to allow each landowner within the proposed District to estimate the maximum amount such owner will have to pay, are described in Exhibit B attached hereto and by this reference incorporated herein. Section 5. It is the intention of this City Council acting as the legislative body for the District to cause bonds of the City to be issued for the District pursuant to the Code to finance the Demolition and Backbone Infrastructure. Said bonds shall be in the aggregate principal amount of not to exceed $11,000,000, shall bear interest payable semi - annually or in such other manner as this City Council shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds, and shall mature not to exceed 50 years from the date of the issuance thereof. C -2 Section 6. The levy of said proposed special tax shall be subject to the approval of the qualified electors of the District at a special election. The proposed voting procedure shall be by mailed or hand - delivered ballot among the landowners in the proposed District, with each owner having one vote for each acre or portion of an acre such owner owns in the District. Section 7. The Executive Director of the CIC, as the officer responsible for providing the Demolition and Backbone Infrastructure, is hereby directed to study the Demolition and Backbone Infrastructure and to make, or cause to be made, and file with the City Clerk a report in writing, presenting the following: (a) A brief description of the Demolition and Backbone Infrastructure. (b) An estimate of the cost of providing the Demolition and Backbone Infrastructure, together with an estimate of the costs of any bond issuance and of the City's administration of the District, as provided in Section 3 -70.26 of the Code. Said report shall be made a part of the record of the public hearing provided for below. Section 8. Tuesday, July 17, 2001, at 7:30 p.m., in the regular meeting place of this City Council, Council Chambers, 2263 Santa Clara Avenue, Alameda, California, be, and the same are hereby appointed and fixed as the time and place when and where this City Council, as legislative body for the District, will conduct a public hearing on the establishment of the District and consider and finally determine whether the public interest, convenience and necessity require the formation of the District and the levy of said special tax. Section 9. The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the District. The publication of said notice shall be completed at least seven (7) days before the date herein set for said hearing. Said notice shall be substantially in the form of Exhibit C hereto. Section 10. This Resolution shall take effect upon its adoption. B. The exhibits to the Resolution which describe the Demolition and the Backbone Infrastructure to be financed and the rate and method of apportionment of the special taxes for the District are on file in the office of the City Clerk of the City. C. The time and place established under said Resolution for the public hearing required under the Code are Tuesday, July 17, 2001, at 7:30 p.m., in the regular meeting place of the City Council of the City of Alameda, Council Chambers, 2263 Santa Clara Avenue, Alameda, California. D. At said hearing, the testimony of all interested persons or taxpayers for or against the establishment of the District, the extent of the District or the furnishing of C -3 specified types of the Demolition and the Backbone Infrastructure will be heard. Any person interested may file a protest in writing, or make a protest orally at the hearing, as provided in Section 3 -70.29 of the Code. If fifty percent or more of the registered voters, or six registered voters, whichever is more, residing in the territory proposed to be included in the District, or the owners of one -half or more of the area of land in the territory proposed to be included in the District and not exempt from the special tax, file written protests against the establishment of the District, and the protests are not withdrawn so as to reduce the value of the protests to less than a majority, the City Council shall take no further action to create the District or levy the special taxes for period of six months from the date of the decision of the City Council, and if the majority protests of the registered voters or of the landowners are only against the furnishing of a specified type or types of the Demolition or Backbone Infrastructure, or against levying a specified special tax, those types. of Demolition or Backbone Infrastructure or the specified special tax will be eliminated from the proceedings to form the District. E. The proposed voting procedure shall be by special mail or hand- delivered ballot to the property owners within the territory proposed to be included in the District. Dated: , 2001 /s/ Diane Felsch City Clerk, City of Alameda I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in a regular meeting assembled on the 19th day of June, 2001, by the following vote to wit: AYES: Councilmembers Daysog, DeWitt, Johnson, Kerr and Mayor Appezzato - 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 20th day of June, 2001. Diane Felsch, City Clerk City of Alameda