HomeMy WebLinkAboutCC Res 5416 2005-12-12
RESOLUTION NUMBER 5416
RESOLUTION OF INTENTION OF THE CITY COUNCIL OF
THE CITY OF SEAL BEACH TO INCUR BONDED
INDEBTEDNESS WITHIN PROPOSED CITY OF SEAL
BEACH COMMUNITY FACILITIES DISTRICT NO. 2005-01
(pACIFIC GATEWAY BUSINESS CENTER)
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RECITALS:
WHEREAS, the CITY COUNCIL (the "City Council") of the CITY OF SEAL
BEACH, (the "City") has heretofore adopted Resolution No. 5415 (the "Resolution of
Intention"), stating the City Council's intention to form City of Seal Beach Community
Facilities District No.2005-01(Pacific Gateway Business Center) (the "District'')
pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, commencing
with Section 53311 of the California Government Code (the "Act''), to finance public
facilities (the "Facilities") and services to serve the District, including incidental expenses
to be incurred in financing the Facilities and forming and administering the District
("Incidental Expenses"), as further provided in the Resolution of Intention and in
Exhibit A hereto and incorporated herein by reference; and
WHEREAS, the City Council estimates that the amount required to finance the
Facilities is $9,000,000; and
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WHEREAS, in order to finance the Facilities it is necessary to incur bonded
indebtedness on behalf of the District in an amount not to exceed $10,000,000, the
repayment of which is to be secured by special taxes levied in accordance with Section
53340 et sea. of the Act on all non-exempt property within the District; and
WHEREAS, the City intends to enter into a Funding and Acquisition Agreement with
Boeing Realty Corporation (the "Developer") to provide for reimbursement of
development fees and certain other matters related to the design, construction and
acquisition of the Facilities.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL
BEACH DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
Section 1. Bonded Indebtedness. It is necessary to incur bonded indebtedness within the
boundaries of the proposed District in an amount not to exceed $10,000,000 to finance
the costs of the Facilities for the District.
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Section 2. Purpose. The bonded indebtedness will be incurred for the pwpose of
financing the costs"Of the-Facilities, including, but not limited to, the financing of the
costs associated ~iih the issu~ce of the bonds and all other costs necessary to finance
the Facilities .~~.i~h are PeI:IIiitt,~to be financed pursuant to the Act.
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Section 3. ;Terms.....If"iSih~ intent pfthe City Council, acting as the legislative body of the
District, td.. autlio~i!te issuan~e and sale of one or more series of bonds in the
maximum '~g~gl!.t'e~;:pripci~!lIr amount of $10,000,000, bearing interest payable
semi-annuallY'oQ.,n ~~_~)i~efmanner as the City Council shall determine at a maximum
interest rate of 12~'elit per annum or such rate not in excess of the maximum rate
permitted by law at the time the bonds are issued. The term of the bonds of each series
shall be determined pursuant to a resolution of the City Council authorizing the issuance
of such series, but such term shall in no event exceed 31 years from the date of issuance
of such series of bonds or such longer term as is then permitted by law.
Section 4. Hearing. A public hearing on the proposed debt issue (the "Hearing") shall be
held January 23, 2006 at 7:00 p.m., or as soon thereafter as practicable, at the chambers
Resolution Number 5416
of the City Council of the City of Seal Beach, 211 Eighth Street, Seal Beach, California
90740. Any interested persons, including all persons owning land or registered to vote
within the proposed District, may appear and be heard at the Hearing.
Section 5. Voting. The proposition to incur bonded indebtedness in the maximum
aggregate principal amount of $10,000,000 shall be submitted to the qualified electors of
the District at a special election. Ballots shall be distributed to the qualified electors by
mail with return postage prepaid or by personal service.
Section 6. Published Notice. The City Clerk is hereby directed to publish a notice of the
Hearing and the special bond election ("Notice") pursuant to Section 6061 of the
California Government Code in a newspaper of general circulation circulated within the
proposed District. Such Notice shall be substantially in the form specified in Section
53346 of the Act. The publication of the Notice shall be completed at least 7 days before
the date herein set for the Hearing.
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Section 7. Mailed Notice. The City Clerk is hereby directed to send a copy of the Notice
of the Hearing by first-class mail, postage prepaid, to each registered voter and to each
landowner within the proposed District as shown on the last equalized assessment roll.
Mailing of the Notice shall'be completed at least 15 days prior to the date of the Hearing.
Section 8. Rate and Method of Aooortionment. The proposed rate and method of
apportionment of the Special Tax (the "Rate and Method") among parcels of real
property in the District, in sufficient detail to allow each resident or landowner within the
proposed District to estimate the maximum amount such resident or owner will have to
pay, is shown in Exhibit "B," attached hereto and incorporated herein by reference.
Section 9. Funding and Acauisition Agreement. The form of Funding and Acquisition
Agreement is shown in Exhibit "C," attached hereto and incorporated herein by
reference, is hereby approved and the Mayor of the City is authorized and directed, for
and in the name and on behalf of the City, to execute and deliver the Funding and
Acquisition Agreement, with such changes therein as the Mayor may require or approve,
such approval to be conclusively evidenced by the Mayor's execution and delivery
thereof.
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PASSED, APPROVED AND ADOPTED by the City Council of the City of Seal Beach at a
meeting thereof held on the 12th day of December ,2005, by the following vote:
AYES: Council Members (tniAh, r.X(iwI/J), 4~, ~.iI
NOES: Council Members IfJJJn.P
ABSENT: Council Members lcf~ .Jtr..
~L'..,.L ~
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STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SEAL BEACH
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City Clerk
I, Linda Devine, City Clerk of Seal Beach, California, do hereby certify that the foregoing
resolution is the original copy of Resolution Number 5416 on file in the office of the
City Clerk, passed, approved, and adopted by the City Council of the City of Seal Beach, at
are lar meeting t \lfCofheld on the 12th day of December , 2005.
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Resolution Number 5416
EXHIBIT "A"
DESCRIPTION OF FACILITIES AND SERVICES
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The facilities (the "Facilities") and services (the "Services") described below are
proposed to be financed by Community Facilities District No. 2005-01 (pacific Gateway
Business Center) (the "District") of the City of Seal Beach (the "City). The cost of the
Facilities and Services shall include Incidental Expenses, including the costs associated
with forming the District, issuance of bonds (Facilities only), determination of the
amount of the Special Tax, collection of the Special Tax, payment of the Special Tax,
costs incurred in order to carry out the authorized purposes of the District, any other
expenses, incidental to the construction, completion and inspection of the authorized
work and the attributable costs of engineering and inspection. The Facilities shall be
constructed, whether or not acquired in their completed states, pursuant to plans and
Specifications approved by the City and the officials thereof.
The Facilities include, but shall not be limited to, the facilities listed below, and other
facilities of the same type or types may be substituted in the place of one or more of the
specific facilities listed below, together with all appurtenances and appurtenant work,
such as related clearing and grubbing, grading, and any removal or temporary signage or
markings related thereto. The final nature and location of the Facilities will be
determined upon the preparation of final plans and specifications for such Facilities. The
Facilities may include facilities financed pursuant to public agency development impact
fees.
Facilities
Sanitary Sewer Facilities. The sewer facilities include gravity pipelines, manholes, lift
station and force mains.
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Water Facilities. Water supply is proposed to be looped through the site, with
connections to existing mains in Seal Beach Boulevard and Westminster Avenue and
include water mains, fittings, laterals, fire hydrants, valves and tees.
Roadway Facilities. Including, but not limited to, right of way, excavation, signing and
striping, access ramps, grading, pavement, median and parkway landscaping, irrigation
and improvements, storm drains, catch basins, manholes outlet structures, right turn
lanes, construction and upgrade of traffic signal improvement, curbs and gutters and
sidewalks and the streetlights along Seal Beach Boulevard and Westminster Avenue, as
well as the interior streetlights.
North Apollo Drive
Apollo Court
South Apollo Drive
Saturn Way
Seal Beach Blvd.
Westminster Avenue
Adolfo Lopez Drive
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Dry Utilities and Joint Trench. Regional dry utilities will be constructed in Seal Beach
Boulevard and Westminster Avenue by relocating overhead transmission poles and wires
in Westminster Avenue as required to relocate street improvements. Relocating portions
of the overhead wires and poles adjacent to the project, along the westerly boundary, are
included. Also included are the onsite joint trench facilities.
Landscape and Irrigation. Landscape improvements include the installation and
construction of landscaping and irrigation within the medians in Seal Beach Boulevard
and Westminster Avenue and within the parkways for Apollo Drive, Apollo Court and
Saturn Way.
Services
The services to be financed include maintenance of parks, parkways and open space on
Seal Beach Boulevard and W estminster Avenue within or benefiting the District.
* * * *
Resolution Number 5416
EXHIBIT "B"
RATE AND METHOD OF APPORTIONMENT FOR
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(PACIFIC GATEWAY BUSINESS CENTER)
A Special Tax as hereinafter defined shall be levied on all Assessor's Parcels in City of
Seal Beach Community Facilities District No. 2005-01 (pacific Gateway Business
Center) ("CFD No. 2005-01") and collected each Fiscal Year commencing in Fiscal Year
2006-2007, in an amount determined by the Council through the application of the
appropriate Special Tax for "Developed Property," "Property Owner Association
Property," "Public Property," and "Undeveloped Property" as described below. All of the
real property in CFD No. 2005-01, unless exempted by law or by the provisions hereof,
shall be taxed for the purposes, to the extent and in the manner herein provided.
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A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre or Acreage" means the land area of an Assessor's Parcel as shown on an
Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel
Map, the land area shown on the applicable final map, parcel map, condominium
plan, or other recorded County parcel map.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended,
being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of
California.
"Administrative Expenses" means the following actual or reasonably estimated
costs directly related to the administration of CFD No. 2005-01: the costs of
computing the Special Taxes and preparing the annual Special Tax collection
schedules (whether by the City or designee thereof or both); the costs of
collecting the Special Taxes (whether by the County or otherwise); the costs of
remitting the Special Taxes to the Trustee; the costs of the Trustee (including its
legal counsel) in the discharge of the duties required of it under the Indenture; the
costs to the City, CFD No. 2005-01 or any designee thereof of complying with
arbitrage rebate requirements; the costs to the City, CFD No. 2005-01 or any
designee thereof of complying with City, CFD No. 2005-01 or obligated persons
disclosure requirements associated with applicable federal and state securities
laws and of the Act; the costs associated with preparing Special Tax disclosure
statements and responding to public inquiries regarding the Special Taxes; the
costs of the City, CFD No. 2005-01 or any designee thereof related to an appeal
of the Special Tax; the costs associated with the release of funds from any escrow
account; and the City's annual administration fees and third party expenses.
Administrative Expenses shall also include amounts estimated or advanced by the
City or CFD No. 2005-01 for any other administrative purposes of CFD No.
2005-01, including attorney's fees and other costs related to commencing and
pursuing to completion any foreclosure of delinquent Special Taxes.
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"Assessor's Parcel" means a lot or parcel shown on an Assessor's Parcel Map
with an assigned Assessor's Parcel number.
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"Assessor's Parcel Map" means an official map of the Assessor of the County
designating parcels by Assessor's Parcel number.
"Assigned Special Tax A" means the Special Tax A for each Land Use Class of
Developed Property, as determined in accordance with Section C.l below.
Resolution Number 5416
"Backup Special Tax A" means the Special Tax A applicable to each Assessor's
Parcel of Developed Property, as determined in accordance with Section C.l
below.
"Bonds" means any bonds or other debt (as defmed in Section 53317(d) of the
Act), whether in one or more series, issued by CFD No. 2005-01 under the Act.
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"CFD Administrator" means an official of the City, or designee thereof,
responsible for determining the Special Tax Requirement for Facilities and the
Special Tax Requirement for Services, and providing for the levy and collection
of the Special Taxes.
"CFD No. 2005-01 " means City of Seal Beach Community Facilities District No.
2005-01 (pacific Gateway Business Center).
"City" means the City of Seal Beach.
"Council" means the City Council of the City, acting as the legislative body of
CFD No. 2005-01.
"County" means the County of Orange.
"Developed Property" means, for each Fiscal Year, all Taxable Property,
exclusive of Property Owner Association Property, or Public Property, for which
a building permit for new construction was issued after January 1, 2005 and as of
March 1 of the previous Fiscal Year.
"Fiscal Year" means the period starting July I and ending on the following June
30.
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"Indenture" means the indenture, fiscal agent agreement, resolution or other
instrument pursuant to which Bonds are issued, as modified, amended and/or
supplemented from time to time.
"Maximum Special Tax" means the Maximum Special Tax A and/or Maximum
Special Tax B, as applicable.
"Maximum Special Tax A" means the Maximum Special Tax A, determined in
accordance with Section C.l below, that can be levied in any Fiscal Year on any
Assessor's Parcel.
"Maximum Special Tax B" means the Maximum Special Tax B, determined in
accordance with Section C.2 below that can be levied in any Fiscal Year on any
Assessor's Parcel.
"Outstanding Bonds" mean all Bonds which are deemed to be outstanding
under the Indenture.
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"Property Owner Association Property" means, for each Fiscal Year, any
Assessor's Parcel within the boundaries of CFD No. 2005-01 that was owned by
or irrevocably offered for dedication to a property owner association, including
any master or sub-association, as of January 1 of the previous Fiscal Year.
"Proportionately" means for Developed Property that the ratio of the actual
Special Tax A levy to the Assigned Special Tax A is equal for all Assessor's
Parcels of Developed Property and that the ratio of the actual Special Tax B levy
to the Maximum Special Tax B is equal for all Assessor's Parcels of Developed
Property. For Undeveloped Property, "Proportionately" means that the ratio of the
actual Special Tax A levy per Acre to the Maximum Special Tax A per Acre is
equal for all Assessor's Parcels of Undeveloped Property and that ratio of the
actual Special Tax B levy per Acre to the Maximum Special Tax B per Acre is
equal for all Assessor's Parcels of Undeveloped Property. For Public Property and
Resolution Number 5416
Property Owner Association Property, "Proportionately" means that the ratio of
the actual Special Tax A levy per Acre to the Maximum Special Tax A per Acre
is equal for all Assessor's Parcels of Public Property and Property Owner
Association Property, as applicable.
"Public Property" means, for each Fiscal Year, any property within CFD No.
2005-01 that is owned by, irrevocably offered for dedication to, or dedicated to
the federal government, the State, the County, the City or any other public agency
as of June 30 of the prior Fiscal Year; provided however that any property leased
by a public agency to a private entity and subject to taxation under Section
53340.1 of the Act shall be taxed and classified in accordance with its use. To
ensure that property is classified as Public Property in the first Fiscal Year after it
is acquired by, irrevocably offered for dedication to, or dedicated to a public
agency, the property owner shall notify the CFD Administrator in writing of such
acquisition, offer, or dedication not later than June 30 of the Fiscal Year in which
the acquisition, offer, or dedication occurred.
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"Special Tax" means the Special Tax A and/or Special Tax B, as applicable.
"Special Tax A" means the special tax to be levied in each Fiscal Year on each
Assessor's Parcel of Developed Property, Undeveloped Property, Property Owner
Association Property, and Public Property to fund the Special Tax Requirement
for Facilities.
"Special Tax B" means the annual special tax to be levied in each Fiscal Year on
each Assessor's Parcel of Developed Property to fund the Special Tax
Requirement for Services.
"Special Tax Requirement for Facilities" means that amount required in any
Fiscal Year for CFD No. 2005-01 to: (i) pay debt service on all Outstanding
Bonds; (ii) pay periodic costs on the Bonds, including but not limited to, credit
enhancement and rebate payments on the Bonds; (iii) pay a portion of the
Administrative Expenses as determined by the CFD Administrator; (iv) pay any
amounts required to establish or replenish any reserve funds for all Outstanding
Bonds; and (v) pay for reasonably anticipated delinquent Special Taxes based on
the delinquency rate for Special Taxes levied in the previons Fiscal Year; less (vi)
a credit for funds available to reduce the annual Special Tax A levy, as
determined by the CFD Administrator pursuant to the Indenture.
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"Special Tax Requirement for Services" means that amount required in any
Fiscal Year for CFD No. 2005-01 to: (i) pay directly for maintenance of parks,
parkways, and open space benefiting property within CFD No. 2005-01; (ii) pay a
portion of the Administrative Expenses as determined by the CFD Administrator;
less (iii) a credit for funds available to reduce the annual Special Tax B levy, as
determined by the CFD Administrator.
"State" means the State of California.
"Taxable Property" means all of the Assessor's Parcels within the boundaries of
CFD No. 2005-01 which are not exempt from the Special Tax pursuant to law or
Section E below.
"Trustee" means the trustee or fiscal agent under the Indenture.
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"Undeveloped Property" means, for each Fiscal Year, all Taxable Property not
classified as Developed Property, Property Owner Association Property, or Public
Property.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Taxable Property within CFD No. 2005-01 shall be
classified as Developed Property, Property Owner Association Property, Public
"
Resolution Number 5416
Property, or Undeveloped Property, and shall be subject to Special Taxes in
accordance with the rate and method of apportionment determined pursuant to
Sections C and D below.
C. MAXIMUM SPECIAL TAX RATE
1.
Special Tax A
a. Develooed Prooertv
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(1) Maximum Special Tax A
The Maximum Special Tax A for each Assessor's Parcel classified
as Developed Property shall be the greater of (i) the amount
derived by application of the Assigned Special Tax A or (ii) the
amount derived by application ofthe Backup Special Tax A.
(2) Assigned Special Tax A
The Fiscal Year 2006-2007 Assigned Special Tax A shall equal
$12,352.20 per Acre.
(3) Backup Special Tax A
The Fiscal Year 2006-2007 Backup Special Tax A shall equal
$14,997.06 per Acre.
(4) Increase in the Assigned Special Tax A and Backup Special
TaxA
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On each July 1, commencing on July 1, 2007, the Assigned Special
Tax A and the Backup Special Tax A shall be increased by an
amount equal to two percent (2%) of the amount in effect for the
previous Fiscal Year.
b.
Undevelooed Prooertv. Prooertv Owner Association Prooertv. and
Public Prooertv
(1) Maximum Special Tax A
The Fiscal Year 2006-2007 Maximum Special Tax A for
Undeveloped Property, Property Owner Association Property, and
Public Property shall equal $15,189.84 per Acre.
(2) Increase in the Maximum Special Tax A
On each July 1, commencing on July 1, 2007, the Maximum
Special Tax A for Undeveloped Property, Property Owner
Association Property, and Public Property shall be increased by an
amount equal to two percent (2%) of the amount in effect for the
previous Fiscal Year.
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2.
Special Tax B
a. Develooed Prooertv
(1) Maximum Special Tax B
The Fiscal Year 2006-2007 Maximum Special Tax B shall equal
$2,369.46 per Acre.
Resolution Number 5416
(2) Increase in the Maximum Special Tax B
On each July 1, commencing on July 1, 2007, the Maximum
Special Tax B for Developed Property shall be increased by an
amount equal to two percent (2%) of the amount in effect for the
previous Fiscal Year.
b. Undevelooed Prooertv
(1) Maximum Special Tax B
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The Fiscal Year 2006-2007 Maximum Special Tax B shall equal
$2,369.46 per Acre.
(2) Increase in the Maximum Special Tax B
On each July 1, commencing on July 1, 2007, the Maximum
Special Tax B for Undeveloped Property shall be increased by an
amount equal to two percent (2%) of the amount in effect for the
previous Fiscal Year.
c. Prooertv Owner Association Prooertv and Public Prooertv
No Special Tax B shall be levied on an Assessor's Parcel classified
as Property Owner Association Property or Public Property.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
1. Special Tax A
Commencing with Fiscal Year 2006-2007 and for each following Fiscal
Year, the Council shall determine the Special Tax Requirement for
Facilities and shall levy the Special Tax A as follows:
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First: The Special Tax A shall be Proportionately levied on each
Assessor's Parcel of Developed Property at up to 100% of the applicable
Assigned Special Tax A as needed to satisfy the Special Tax Requirement
for Facilities;
Second: If additional monies are needed to satisfy the Special Tax
Requirement for Facilities after the first step has been completed, the
Special Tax A shall be levied Proportionately on each Assessor's Parcel of
Undeveloped Property at up to 100% of the Maximum Special Tax A for
Undeveloped Property;
Third: If additional monies are needed to satisfy the Special Tax A
Requirement for Facilities after the first two steps have been completed,
then the levy of the Special Tax A on each Assessor's Parcel of Developed
Property whose Maximum Special Tax is determined through the
application of the Backup Special Tax A shall be increased in equal
percentages from the Assigned Special Tax A up to the Maximum Special
Tax A for each such Assessor's Parcel;
Fourth: If additional monies are needed to satisfy the Special Tax
Requirement for Facilities after the first three steps have been completed,
then the Special Tax A shall be levied Proportionately on each Assessor's
Parcel of Property Owner Association Property and Public Property at up
to the Maximum Special Tax A for Property Owner Association Property
or Public Property.
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G.
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Resolution Number 5416
2. Special Tax B
Commencing with Fiscal Year 2006-2007 and for each following Fiscal
Year, the Council shall determine the Special Tax Requirement for
Services and shall levy the Special Tax B as folIows:
First: The Special Tax B shall be Proportionately levied on each
Assessor's Parcel of Developed Property at up to 100% of the applicable
Maximum Special Tax B as needed to satisfy the Special Tax
Requirement for Services;
Second: If additional monies are needed to satisfy the Special Tax
Requirement for Services after the first step has been completed, the
Special Tax B shall be levied Proportionately on each Assessor's Parcel of
Undeveloped Property at up to 100% of the Maximum Special Tax B for
Undeveloped Property.
Notwithstanding the above, under no circumstances will the Special Tax levied
against any Assessor's Parcel of residential property for which an occupancy
permit for private residential use has been issued be increased by more than ten
percent as a consequence of delinquency or default by the owner of any other
Assessor's Parcel within CFD No. 2005-01.
E. EXEMPTIONS
1. Special Tax A
Public Property and Property Owner Association Property are not exempt
from the Special Tax.
2.
Special Tax B
No Special Tax B shall be levied on Public Property and Property Owner
Association Property.
F.
APPEALS AND INTERPRETATIONS
Any taxpayer may file a written appeal of the Special Tax on hislher property
with the CFD Administrator, provided that the appellant is current in hislher
payments of Special Taxes. During the pendency of an appeal, all Special Taxes
previously levied must be paid on or before the payment date established when
the levy was made. The appeal must specify the reasons why the appellant claims
the calculation of the Special Tax is in error. The CFD Administrator shall review
the appeal, meet with the appelIant if the CFD Administrator deems necessary,
and advise the appellant of its determination. If the CFD Administrator agrees
with the appellant, the CFD Administrator shall eliminate or reduce the Special
Tax on the appelIant's property and/or provide a refund to the appelIant. If the
CFD Administrator disagrees with the appellant and the appelIant is dissatisfied
with the determination, the appelIant then has 30 days in which to appeal to the
Council by filing a written notice of appeal with the City clerk, provided that the
appellant is current in hislher payments of Special Taxes. The second appeal must
specify the reasons for its disagreement with the CFD Administrator's
determination.
MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as
ordinary ad valorem property taxes; provided, however, that CFD No. 2005-01
may directly bill the Special Tax, may colIect Special Taxes at a different time or
in a different manner if necessary to meet its financial obligations, and may
covenant to foreclose and may actually foreclose on delinquent Assessor's Parcels
as permitted by the Act.
Resolution Number 5416
H. PREPAYMENT OF SPECIAL TAX A
The following definition applies to this Section H:
"CFD Public Facilities Cost" means either $7.7 million in 2005 dollars, which
shall increase by the Construction Inflation Index on July 1, 2006, and on each
July 1 thereafter, or such lower number as (i) shall be determined by the CFD
Administrator as sufficient to provide the public facilities to be provided by CFD
No. 2005-01 under the authorized bonding program for CFD No. 2005-01, or (ii)
shall be determined by the Council concurrently with a covenant that it will not
issue any more Bonds to be supported by Special Taxes levied under this Rate and
Method of Apportionment as described in Section D.
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"Construction Fund" means an account specifically identified in the Indenture
to hold funds which are currently available for expenditure to acquire or construct
public facilities eligible under the Act.
"Construction Inflation Index" means the annual percentage change in the
Engineering News-Record Building Cost Index for the City of Los Angeles,
measured as of the calendar year which ends in the previous Fiscal Year. In the
event this index ceases to be published, the Construction Inflation Index shall be
another index as determined by the CFD Administrator that is reasonably
comparable to the Engineering News-Record Building Cost Index for the City of
Los Angeles.
"Future Facilities Costs" means the CFD Public Facilities Cost minus (i) public
facility costs previously paid from the Construction Fund, (ii) moneys currently
on deposit in the Construction Fund, and (iii) moneys currently on deposit in an
escrow fund that are expected to be available to finance facilities costs.
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"Outstanding Bonds" means all Previously Issued Bonds which are deemed to
be outstanding under the Indenture after the first interest and/or principal payment
date following the current Fiscal Year.
"Previously Issued Bonds" means all Bonds that have been issued by CFD No.
2005-01 prior to the date of prepayment.
1. Prepayment in Full
The obligation of an Assessor's Parcel to pay the Special Tax A may be
prepaid and permanently satisfied as described herein; provided that a
prepayment may be made only for Assessor's Parcels for which there are
no delinquent Special Taxes with respect to such Assessor's Parcel at the
time of prepayment. An owner of an Assessor's Parcel intending to prepay
the Special Tax A obligation shall provide the CFD Administrator with
written notice of intent to prepay. Within 30 days of receipt of such
written notice, the CFD Administrator shall notifY such owner of the
prepayment amount of such Assessor's Parcel. The CFD Administrator
may charge a reasonable fee for providing this service. Prepayment must
be made not less than 45 days prior to the next occurring date that notice
of redemption of Bonds from the proceeds of such prepayment may be
given to the Trustee pursuant to the Indenture.
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The Prepayment Amount (defined below) shall be calculated as
summarized below (capitalized terms as defined below):
Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance Amount
plus Administrative Fees and Expenses
Resolution Number 5416
less
less
Total: equals
Reserve Fund Credit
Canitalized Interest Credit
Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount (defined
below) shall be calculated as follows:
Paral!'raph No.:
1
1.
Confirm that no Special Tax delinquencies apply to such Assessor's
Parcel.
2. For Assessor's Parcels of Developed Property, compute the Maximum
Special Tax A for the Assessor's Parcel to be prepaid. For all other
Assessor's Parcels, compute the Maximum Special Tax A for that
Assessor's Parcel as though it was designated as Developed Property.
3. Divide the Maximum Special Tax A computed pursuant to paragraph 2 by
the total estimated Maximum Special Tax A for the entire CFD No. 2005-
01 based on the Developed Property Special Tax A which could be
charged in the current Fiscal Year on all expected development through
build out of CFD No. 2005-01, excluding any Assessor's Parcels which
have been prepaid.
4. Multiply the quotient computed pursuant to paragraph 3 by the
Outstanding Bonds to compute the amount of Outstanding Bonds to be
retired and prepaid (the "Bond Redemption Amount").
5.
Multiply the Bond Redemption Amount computed pursuant to paragraph 4
by the applicable redemption premium, if any, on the Outstanding Bonds
to be redeemed (the "Redemption Premium").
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6.
Compute the current Future Facilities Costs.
7. Multiply the quotient computed pursuant to paragraph 3 by the amount
determined pursuant to paragraph 6 to compute the amount of Future
Facilities Costs to be prepaid (the "Future Facilities Amount").
8. Compute the amount needed to pay interest on the Bond Redemption
Amount from the first bond interest and/or principal payment date
following the current Fiscal Year until the earliest redemption date for the
Outstanding Bonds.
9. Determine the Special Tax A levied on the Assessor's Parcel in the current
Fiscal Year which have not yet been paid.
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10. Compute the minimum amount the CFD Administrator reasonably expects
to derive from the reinvestment of the Prepayment Amount (as defined
below) less the Future Facilities Amount and the Administrative Fees and
Expenses (as defined below) from the date of prepayment until the
redemption date for the Outstanding Bonds to be redeemed with the
prepayment.
II. Add the amounts computed pursuant to paragraphs 8 and 9 and subtract
the amount computed pursuant to paragraph 10 (the "Defeasance
Amount").
12. Verify the administrative fees and expenses of CFD No. 2005-01,
including the costs of computation of the prepayment, the costs to invest
the prepayment proceeds, the costs of redeeming Bonds, and the costs of
recording any notices to evidence the prepayment and the redemption (the
"Administrative Fees and Expenses").
Resolution Number 5416
13.
The reserve fund credit ("Reserve Fund Credit") shall equal the lesser of:
(a) the expected reduction in the reserve requirement (as defined in the
Indenture), if any, associated with the redemption of Outstanding Bonds as
a result of the prepayment, or (b) the amount derived by subtracting the
new reserve requirement (as defined in the Indenture) in effect after the
redemption of Outstanding Bonds as a result of the prepayment from the
balance in the reserve fund on the prepayment date, but in no event shall
such amount be less than zero.
14.
If any capitalized interest for the Outstanding Bonds will not have been
expended at the time of the first interest and/or principal payment
following the current Fiscal Year, a capitalized interest credit shall be
calculated by multiplying the quotient computed pursuant to paragraph 3
by the expected balance in the capitalized interest fund after such first
interest and/or principal payment (the "Capitalized Interest Credit'').
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15. The Special Tax A prepayment is equal to the sum of the amounts
computed pursuant to paragraphs 4, 5, 7, II and 12, less the amounts
computed pursuant to paragraphs 13 and 14 (the "Prepayment Amount").
16. From the Prepayment Amount, the amounts computed pursuant to
paragraphs 4,5,11,13 and 14 shall be deposited into the appropriate fund
as established under the Indenture and be used to retire Outstanding Bonds
or make debt service payments. The amount computed pursuant to
paragraph 7 shall be deposited into the construction fund. The amount
computed pursuant to paragraph 12 shall be retained by CFD No. 2005-01.
The Prepayment Amount may be sufficient to redeem other than a $5,000
increment of Bonds. In such cases, the increment above $5,000 or integral
multiple thereof will be retained in the appropriate fund established under the
Indenture to be used with the next prepayment of bonds or to make debt service
payments.
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As a result of the payment of the current Fiscal Year's Special Tax A levy as
determined under paragraph 9 (above), the CFD Administrator shall remove the
current Fiscal Year's Special Tax A levy for such Assessor's Parcel from the
County tax rolls. With respect to any Assessor's Parcel that is prepaid, the Council
shall cause a suitable notice to be recorded in compliance with the Act, to indicate
the prepayment of Special Tax A and the release of the Special Tax A lien on
such Assessor's Parcel, and the obligation of such Assessor's Parcel to pay the
Special Tax A shall cease.
Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed
unless the amount of Maximum Special Tax A that may be levied on Taxable
Property within CFD No. 2005-01 both prior to and after the proposed
prepayment is at least 1.1 times the maximum annual debt service on all
Outstanding Bonds.
The Special Tax B may not be prepaid.
2.
Prepayment in Part
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The Special Tax A on an Assessor's Parcel may be partially prepaid. The
amount of the prepayment shall be calculated as in Section H.l; except
that a partial prepayment shall be calculated according to the following
formula:
PP = (PE-A) x F + A
These terms have the following meaning:
PP = the partial prepayment
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Resolution Number 5416
PE = the Prepayment Amount calculated according to Section H.l
F = the percentage by which the owner of the Assessor's Parcel(s)
is partially prepaying the Special Tax A
A = the Administration Fees and Expenses from Section H.l
The owner of any Assessor's Parcel who desires such prepayment shall
notify the CFD Administrator of such owner's intent to partially prepay
the Special Tax A and the percentage by which the Special Tax A shall be
prepaid. The CFD Administrator shall provide the owner with a statement
of the amount required for the partial prepayment of the Special Tax A for
an Assessor's Parcel within thirty (30) days of the request and may charge
a reasonable fee for providing this service. With respect to any Assessor's
Parcel that is partially prepaid, the City shall (i) distribute the funds
remitted to it according to Section H.l, and (ii) indicate in the records of
CFD No. 2005-01 that there has been a partial prepayment of the Special
Tax A and that a portion of the Special Tax A with respect to such
Assessor's Parcel, equal to the outstanding percentage (1.00 - F) of the
remaining Maximum Special Tax A, shall continue to be levied on such
Assessor's Parcel pursuant to Section D.
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TERM OF SPECIAL TAX
The SPecial Tax A shall be levied for the period necessary to fully satisfy the
Special Tax Requirement for Facilities, but in no event shall it be levied after
Fiscal Year 2046-47. The Special Tax B shall be levied as long as necessary to
meet the Special Tax Requirement for Services.
Resolution Number 5416
EXHIBIT "C"
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(pACIFIC GATEWAY BUSINESS CENTER)
FUNDING AND AComSITION AGREEMENT
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(PACIFIC GATEWAY BUSINESS CENTER)
FUNDING AND ACOUISITION AGREEMENT
This FUNDING AND ACQUISITION AGREEMENT (this
"Agreement") is made and entered into as of the day of
, 20_, by and between the CITY OF SEAL BEACH, a
municipal corporation organized and existing under the constitution and laws of the State
of California (hereinafter referred to as the "City") and BOEING REALTY
CORPORATION (hereinafter referred to as the "Developer").
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RECITALS
A. By its Resolution No. and its Resolution No.
(the "Resolutions of Intention"), the City Council of the City of Seal Beach has initiated
proceedings for the establishment of a community facilities district pursuant to the Mello-
Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of Division 2 of
Title 5 (commencing with Section 53311) of the Government Code of the State of
California (the "Act"). The Resolutions of Intention state the City=s intent to: (i) form
City of Seal Beach Community Facilities District No. 2005-01 (Pacific Gateway Business
Center) (the "District"); (ii) levy a special tax (the "Special Tax") against properties I
located within the District to fund the acquisition of certain improvements (the
"Improvements''), to reimburse the Developer for money advanced by the Developer to
pay certain development fees charged by the City and used by the City to finance
improvements (the "Development Fees"), and to fund certain costs incidental to the
issuance of bonds and the formation of the District (the "Incidental Expenses"); (iii)
incur bonded indebtedness for the purpose of financing the Improvements, the
Development Fees, and the Incidental Expenses more completely described in Exhibit A
attached hereto and incorporated herein by reference; and (iv) take certain related actions.
The Improvements and the Development Fees are expected to be paid from a portion of
bond proceeds to be deposited in an Improvement Fund (the "Improvement Fund") and
the Incidental Expenses are expected to be paid out of a portion of bond proceeds to be
deposited in a Cost oflssuance fund or account.
B. The Developer is the owner of all of the land located in the District
(such area of land hereinafter referred to as the "Property" is shown on Exhibit B
attached hereto and incorporated herein by reference).
C. The City is authorized by Section 53313.5 of the Act to finance the
acquisition, construction and installation of authorized public facilities pursuant to the
requirements of the Act. The City is proceeding with the authorization and issuance of
bonds designated "Community Facilities District No. 2005-01 of the City of Seal Beach I
(Pacific Gateway Business Center), Special Tax Bonds, Series 2005A" (the "Bonds'')
under the Act and the fiscal agent agreement with respect to the Bonds (the "Fiscal
Agent Agreement"), the proceeds of which Bonds shall be used, in part, to finance the
acquisition of the Improvements. The execution by the City of this Agreement in no way
obligates the City to issue any Bonds, or to acquire any Improvements with proceeds of
any Bonds issued, except the Improvements listed in Exhibit A hereto which are to be
acquired subject to the terms and conditions set forth in this Agreement.
D. The purpose of this Agreement is (i) to provide for coordination
between the City and the Developer with regard to the design of the Improvements (as
Resolution Number 5416
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described in Exhibit A hereto), the construction of the Improvements, and the acquisition
of the Improvements by the City from the Developer and payment for Discrete
Components (defined below) thereof as shown in Exhibit A attached hereto (as it may be
amended and supplemented) when Bond proceeds become available to the City; (ii) to
provide for the reimbursement of the Development Fees, following the completion and
acquisition of the Improvements, to the extent remaining Bond proceeds are available for
this purpose; and (iii) to provide for certain other matters related to the design,
construction and acquisition of the Improvements. "Discrete Component" means a
functional segment or component of an Improvement that the Director of Public Works
has agreed can be separately identified, inspected and completed, and be the subject of a
Payment Request (dermed hereunder).
E. The Developer has expertise in the construction of public facilities
of the character of the Improvements, and the City has determined that it will obtain no
advantage from undertaking the construction of the Improvements and that the
Improvements may be constructed by the Developer as if they had been constructed
under the direction and supervision or under the authority of the City.
COVENANTS
NOW, THEREFORE, in consideration of the preceding recitals and the
mutual promises and covenants hereinafter contained, the parties agree as follows:
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Section 1. . Construction. The Developer has commenced or will
commence and will complete the construction of the Improvements at its sole cost. The
City has no financial obligation to construct the Improvements and all expenses for the
Improvements, including associated Incidental Expenses, shall be the obligation of the
Developer. The City shall have the right to review and approve detailed plans and
specifications, including as-built plans, (hereinafter the "Plans and Specifications'')
prepared at the expense of the Developer, for construction of the Improvements.
As required by Section 53313.5 of the Act, all Improvements to be
acquired from the Developer must be constructed as if they has been constructed under
the direction and supervision, or under the authority of, the City, including, but not
limited to (i) requirements that all Improvements be constructed by contractors and/or
subcontractors paying prevailing wages, as determined by the Director of the Department
of Industrial Relations pursuant to Section 1770, et sea. of the Labor Code of the State of
California and (ii) competitive bidding requirements pursuant to Section 20162, et ~ of
the Public Contracts Code of the State of California.
All Improvements and Discrete Components to be acquired from the
Developer must (i) be completed in accordance with the Plans and Specifications as such
Plans and Specifications have been approved by all appropriate City departments, (ii)
satisfy all requirements customarily imposed upon subdividers or owners by the City hi
such circumstances, (iii) be completed prior to the termination of this Agreement, and
(iv) be constructed in compliance with all applicable federal, state, and local laws, rules,
and regulations (collectively, the "Improvement Requirements").
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The Developer shall be responsible for entering into all contracts required
for the construction of the Improvements, including any change orders necessary to
complete construction. The Developer shall comply with all policies of the City
regarding bidding of the contracts. All such contracts and any changes to the Plans and
Specifications shall be submitted to the Director of Public Works for review and approval
as to cost and quantity and quality of work.
The Developer shall not be relieved of its obligation to construct the
Improvements and the Discrete Components thereof listed in Exhibit A hereto and
convey such Improvements to the City in accordance with the terms hereof, even if, (i)
because of the limitations imposed by Section 9 hereof, the Purchase Price (defined
below) for such Discrete Components or Improvements is less than the Actual Cost to the
Developer of such Discrete Components or Improvements, or (ii) there are insufficient
funds in the Improvement Fund to pay the Purchase Price thereof, and, in any event, this
Resolution Number 5416
Agreement shall not affect any obligation of any owner of land in the District under any
other agreement or any govermnental approval to which any land within the District is
subject, with respect to the public improvements required in connection with the
development of the land within the District. Such obligation of the Developer to
construct and convey such Improvements and Discrete Components thereof, and to pay
the costs thereof in excess of available monies in the Improvement Fund, shall be an
obligation of the Developer as a party to this Agreement without regard to any
governmental conditions to development of the land in the District that may otherwise
apply to the land owners in the District. "Purchase Price" means the amount paid by the
City for an Improvement and/or Discrete Component thereof, being an amount equal to
the Actual Cost of such Improvement and/or Discrete Component, but subject to any
applicable limitations and reductions as provided for herein.
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"Actual Cost" means the substantiated cost of an Improvement or a
Discrete Component, which cost may include: (i) the costs (evidenced by payments to
parties unrelated to the Developer) incurred by the Developer for the construction of such
Improvement or Discrete Component, (ii) the documented costs incurred by the
Developer in preparing the Plans and Specifications for such Improvement or Discrete
Component and the related costs of design, engineering and enviromnental evaluations of
the Improvement or Discrete Component, (iii) the fees paid to govermnental agencies for
obtaining permits, licenses or other governmental approvals for such Improvement or
Discrete Component, (iv) documented professional costs incurred by the Developer
associated with such Improvement or Discrete Component, such as engineering, legal,
accounting, inspection, construction staking, materials testing and similar professional
services; and (v) costs directly related to the construction and/or acquisition of an
Improvement or Discrete Component, such as costs of payment, performance and/or
maintenance bonds, and insurance costs (including costs of any title insurance required
hereunder). Actual Cost may include an amount not in excess of 10.0% of the cost
described in clause (i) of the preceding sentence in respect of any construction, project
management or other similar fee ("Project Management Expenses") payable to the
Developer or any party related thereto.
Section 2. Construction Management. At the option of the City, the
City may retain the services of a firm of civil engineers specializing in the management
of public infrastructure projects (the "Construction Manager"), which shall consult with
the Developer and the City in coordinating and supervising the scheduling of the
construction of the Improvements and Discrete Components thereof. Alternatively, the
Director of Public Works or his or her designee may provide these consultation,
coordination, and supervision services.
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Section 3. Liens. Upon the expiration of the applicable time for the
recording of claims of liens on construction, as prescribed by Sections 3115 and 3116 of
the Civil Code of the State of California, the Developer shall provide to the City such
evidence or proof as the City shall reasonably require that all persons, firms and
corporations supplying work, labor, materials, supplies and equipment in connection with
the Improvements and Discrete Components thereof have been paid, and that no claims
or liens have been recorded by or on behalf of any such person, firm or corporation.
Section 4. InsDection. No payment hereunder shall be made by the
City to the Developer for an Improvement or Discrete Component thereof until the
Improvement or Discrete Component thereof has been inspected and found to be
completed in accordance with the approved Plans and Specifications by the City or other
applicable public entity or utility. The City shall make periodic site inspections per City
standard policy of the Improvements and Discrete Components thereof to be acquired
hereunder; provided that in no event shall the City incur any liability for any delay in the
inspection of any Improvements or Discrete Components. For Improvements or Discrete
Components thereof to be acquired by other public entities or utilities, the Developer
shall be responsible for obtaining such inspections and providing written evidence thereof
to the Director of Public Works. The Developer agrees to pay all inspection, permit and
other similar fees of the City applicable to construction of the Improvements, subject to
reimbursement therefore as an Actual Cost of the related Improvements.
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Resolution Number 5416
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The Developer agrees to pay to the City, in a timely manner, the normal
and customary fees and costs for City review of the construction of the Improvements
(including administration fees, plan checking fees, inspection fees, and approval fees),
the City's reasonable costs to evaluate and certify the construction costs of the
Improvements (including the City's costs of evaluating any request for payment
submitted pursuant to this Agreement or the City's costs incurred pursuant to Section 22
of this Agreement) and those Incidental Expenses which are not contingent upon the
issuance of the Bonds. Such fees and costs may include expenses associated with the
review and approval of the Plans and Specifications, fees and expenses of the
Construction Manager, if any, as well as costs incurred by the City in the inspection of
the construction of the Improvements. The City will reimburse the Developer for such
payments, to the extent of available Bond proceeds, as an Actual Cost of the related
Improvements.
Section 5. Agreement to Sell and Purchase ImDrovements. The
Developer hereby agrees to sell the Improvements and Discrete Components thereof
listed in Exhibit A hereto to the City (or other applicable public agency that will own the
Improvements) and the City hereby agrees to use amounts in the Improvement Fund to
pay the Purchase Prices thereof to the Developer, subject to the terms and conditions
hereof. The City shall not be obligated to finance the purchase of any Improvements and
Discrete Components thereof until the Improvements are completed and the date the City
takes final action to accept dedication of or transfer of title to such Improvements has
occurred (the "Acceptance Date"); provided that the City has agreed hereunder to make
payments to the Developer for certain Discrete Components of Improvements expressly
shown in Exhibit A hereto, as it may be supplemented. The Developer acknowledges
that the Discrete Components have been identified for payment purposes only, and that
the City (or other applicable public agency that will own the Improvement) shall not
accept an Improvement of which a Discrete Component is a part until the entire
Improvement has been completed. The City acknowledges that the Discrete Components
do not have to be accepted by the City (or other applicable public agency that will own an
Improvement) as a condition precedent to the payment of the Purchase Price therefore,
but any such payment shall not be made until the Discrete Component has been
completed in accordance with the Plans and Specifications therefore, as determined by
the Director of Public Works. In any event, the City shall not be obligated to pay the
Purchase Price for any Improvements or Discrete Component except from the moneys in
the Improvement Fund.
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Section 6. Payment Reauests. In order to receive the Purchase Price
for a completed Improvement or Discrete Component, inspection thereof under Section 4
shall have been made and the Developer shall deliver to the Director of Public Works: (i)
a Payment Request in the form of Exhibit C hereto for such Improvements or Discrete
Component, together with all attachments and exhibits required by Exhibit C and this
Section 6 to be included therewith (including, but not limited to Attachments I and 2 to
Exhibit C), and (ii) if payment is requested for a completed Improvement: (a) 'if the
property on which the Improvement is located is not owned by the City (or other
applicable public agency that will own the Improvements) at the time of the request, a
copy of the recorded documents conveying to the City (or other applicable public agency
that will own the Improvements) acceptable title to the real property on, in or over which
such Improvements is located, as described in Section 14 hereof, (b) a copy of the
recorded notice of completion of such Improvements (if applicable), (c) to the extent paid
for with the proceeds of the Bonds, an assignment to the District of any reimbursements
that may be payable with respect to the Improvements, such as public or private utility
reimbursements, and (d) an assignment of the warranties and guaranties for such
Improvements, as described in Section 14.6 hereof, in a form acceptable to the City.
Section 7. Processing Payment Reauests. Upon receipt of a Payment
Request (and all accompanying documentation), the Director of Public Works shall
conduct a review in order to confirm that such request is complete, that such Discrete
Component or Improvements identified therein was constn!cted in accordance with the
Plans and Specifications therefore, and to verify and approve the Actual Cost of such
Discrete Component or Improvements specified in such Payment Request. The Director
of Public Works shall also conduct such review as is required in his discretion to confirm
the matters certified in the Payment Request. The Developer agrees to cooperate with the
Resolution Number 5416
Director of Public Works in conducting each such review and to provide the Director of
Public Works with such additional information and documentation as is reasonably
necessary for the Director of Public Works to conclude each such review. For any
Improvements to be acquired by another public entity or utility, the Developer shall
provide evidence acceptable to the Director of Public Works that such Improvements are
acceptable to such entity or utility. Within ten (10) business days of receipt of any
Payment Request, the Director of Public Works expects to review the request for
completeness and notify the Developer whether such Payment Request is complete, and,
if not, what additional documentation must be provided. If such Payment Request is
complete, the Director of Public Works expects to provide a written approval or denial
(specifying the reason for any denial) of the request within 20 days of its submittal. If a
Payment Request seeking reimbursement for more than one Improvement or Discrete
Component is denied, the Director of Public Works shall state whether the Payment
Request is nevertheless approved and complete for anyone or more Improvements or
Discrete Components and any such Improvements or Discrete Components shall be
processed for payment notwithstanding such partial denial.
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Section 8. Payment. Upon approval of the Payment Request by the
Director of Public Works, the Director of Public Works shaH sign the Payment Request
and forward the same to the City's Director of Administrative Services. Upon receipt of
the reviewed and fuHy signed Payment Request, the City's Director of Administrative
Services shaH, within the then current City financial accounting payment cycle but in any
event within thirty (30) days of receipt of the approved Payment Request, cause the same
to be paid by the Fiscal Agent under the applicable provisions of the Fiscal Agent
Agreement, to the extent of funds then on deposit in the Improvement Fund. Any
approved Payment Request not paid due to an insufficiency of funds in the Improvement
Fund, shall be paid promptly following the deposit into the Improvement Fund of
proceeds of any subsequent issue of Bonds or other amounts transferred to the
Improvement Fund under the terms ofthe Fiscal Agent Agreement.
The parties hereto acknowledge that (i) the Developer will be constructing
Improvements and Discrete Components prior to the issuance of Bonds the proceeds of
which will be used to reimburse the Developer for those Improvements and Discrete
Components, (ii) the Developer may be submitting Payment Requests to the City in
advance of the issuance of one or more series of the Bonds, with knowledge that there
may be insufficient funds available in the Improvement Fund for reimbursement, (iii) the
Improvements and Discrete Components that are the subject of the Payment Requests
submitted when there are insufficient amounts in the Improvement Fund to pay the
Purchase Prices thereof will be inspected and reviewed by the Director of Public Works
as set forth herein and that such Payment Requests will be reviewed by the Director of
Public Works in the manner set forth in Sections 6,7 and 8, and (iv) the payment for any
Payment Requests approved in the preceding manner will be deferred until the date, if
any, on which there are sufficient amounts in the Improvement Fund to make such
payment, at which time the Director of Public Works will forward the approved Payment
Requests to the City's Director of Administrative Services, who will then arrange for
payment from the Fiscal Agent in the manner set forth above.
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The Purchase Price paid hereunder for any Improvements or Discrete
Components shall constitute payment in full for such Improvements or Discrete
Components, including, without limitation, payment for all labor, materials, equipment,
tools and services used or incorporated in the work, supervision, administration,
overhead, expenses and any and all other things required, furnished or incurred for
completion of such Improvements or Discrete Component, as specified in the Plans and
Specifications.
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Section 9. Restrictions on Payments. Notwithstanding any other
provisions of this Agreement, the following restrictions shall apply to any payments
made to the Developer under Sections 5 and 8 hereof:
A. Amounts ofPavments. Subject to the following paragraphs
of this Section 9, payments for each Discrete Component or Improvement will be made
only in the amount of the Purchase Price for the respective Discrete Component or
Improvement; however, if the Actual Cost exceeds the budgeted cost for a Discrete
,'.!Ir
Resolution Number 5416
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Component or an Improvement, the excess shall be borne by the Developer until such
time as (i) a budgeted cost for another Discrete Component or Improvement is greater
than the Actual Cost therefore, in which event the savings shall be applied to reduce any
excess of Actual Cost over budgeted cost previously paid for any Improvement or
Discrete Component by the Developer, or (ii) proceeds of additional series of Bonds are
deposited to the Improvement Fund. Any savings attributable to the Actual Cost being
less than budgeted cost which are not disbursed under clause (i) of the previous sentence
to cover unreimbursed Actual Costs or as otherwise consented to by the Developer shall
be carried forward to be credited against future cost overruns, or costs related to
supplemental agreements (change orders) so long as the amount of Bond proceeds
deposited in the Acquisition Fund and spent on private utilities does not exceed 5%, or if
not needed for either of the foregoing purposes, to be disposed of as provided in the
Fiscal Agent Agreement for excess monies in the Improvement Fund.
Nothing herein shall require the City in any event (i) to pay more than the
Actual Cost of an Improvement or Discrete Component, or (ii) to make any payment
beyond the available funds in the Improvement Fund. The parties hereto acknowledge
and agree that all payments to the Developer for the Purchase Prices of Improvements or
Discrete Components are intended to be reimbursements to the Developer for monies
already expended or for immediate payment by the Developer (or directly by the City) to
third parties in respect of such Improvements and/or Discrete Components.
B. Joint or Third Partv Payments. The City may make any
payment jointly to the Developer and any mortgagee or trust deed beneficiary, contractor
or supplier of materials, as their interests may appear, or solely to any such third party, if
the Developer so requests the same in writing or as the City otherwise determines such
joint or third party payment is necessary to obtain lien releases.
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C. Withholding Payments. The City shall be entitled, but shall
not be required, to withhold any payment hereunder for a Discrete Component or an
Improvement if the Developer or any Affiliate (defined below) is delinquent in the
payment of any of the following charges levied on property in the District: (i) ad valorem
real property taxes, (ii) special assessments or taxes levied other than by the District, or
(iii) special taxes levied by the District. In the event of any such delinquency, the City
shall only make payments hereunder, should any be made at the City's sole discretion,
directly to contractors or other third parties employed in connection with the construction
of the Improvements or to any assignee of the Developer's interests in this Agreement
(and not to the Developer or any Affiliate), until such time as the Developer provides the
Director of Public Works with evidence that all such delinquent taxes and assessments
have been paid. "Affiliate" means any entity with respect to which fifty percent (50%) or
more of the ownership or voting power is held individually or collectively by any of the
Developer and any other entity owned, controlled or under common ownership or control
by or with, as applicable, the Developer or its managing member, and includes all general
partners of any entity which is a partnership. Control shall mean ownership of fifty
percent (50%) or more of the voting power of or ownership interest in the respective
entity.
The City shall withhold payment for any Discrete Component or
Improvements constructed on land not previously dedicated or otherwise conveyed to the
City, until acceptable title to such land is conveyed to the City or other public entity that
will own the respective Improvements, as described in Section 14 hereof.
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The City shall be entitled to withhold any payment hereunder for a
Discrete Component that is the subject of a Payment Request until it is satisfied that any
and all claims for labor and materials have been paid by the Developer for the Discrete
Component that is the subject of a Payment Request, or conditional lien releases have
been provided by the Developer for such Discrete Component. The City, in its reasonable
discretion, may waive this limitation upon the provision by the Developer of sureties,
undertakings, securities and/or bonds of the Developer or appropriate contractors or
subcontractors and deemed satisfactory by the Director of Public Works to assure
payment of such claims.
Resolution Number 5416
The City shall be entitled to withhold payment for any Improvements
hereunder to be owned by the City (or the final Discrete Component of any such
Improvements) until: (i) the Director of Public Works determines that the Improvements
are ready for their intended use, (ii) the Acceptance Date for the Improvements has
occurred and the requirements of Section 14, if applicable to such Improvements, have
been satisfied, and (iii) a notice of completion executed by the Developer, in a form
acceptable to the Director of Public Works, has been recorded for the Improvements and
general lien releases conditioned solely upon payment from the proceeds of the Bonds to
be used to acquire such Improvements (or final Discrete Component) have been
submitted to the Director of Public Works for the Improvements. The City hereby agrees
that the Developer shall have the right to post or cause the appropriate contractor or
subcontractor to post a bond with the City to indemnify it for any losses sustained by the
City or the District because of any liens that may exist at the time of acceptance of such
Improvements, so long as such bond is drawn on an obligor and is otherwise in a form
acceptable to the Director of Public Works. The City shall be entitled to withhold
payment for any Improvements (or the final Discrete Component of any such
Improvements) to be owned by other governmental entities, until the Developer provides
the Director of Public Works with evidence that the govermnental entity has accepted
dedication of and/or title to the Improvements. If the Director of Public Works
determines that an Improvement is not ready for intended use under (i) above, the
Director of Public Works shall so notify the Developer as soon as reasonably practicable
in writing specifying the reason(s) therefore.
I
Nothing in this Agreement shall be deemed to prohibit the Developer from
contesting in good faith the validity or amount of any mechanics or materialmans lien nor
limit the remedies available to the Developer with respect thereto so long as such delay in
performance shall not subject the Improvements or any Discrete Component thereof to
foreclosure, forfeiture or sale. In the event that any such lien is contested, the Developer
shall only be required to post or cause the delivery of a bond in an amount equal to twice
the amount in dispute with respect to any such contested lien, so long as such bond is
drawn on an obligor and is otherwise in a form acceptable to the Director of Public
Works.
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D. Retention. The City shall withhold in the Improvement
Fund an amount equal to ten percent (10%) of the Purchase Price of each Improvement or
Discrete Component to be paid hereunder. Any such retention will be released to the
Developer upon final completion and acceptance of the related Improvements and the
expiration of a one-year maintenance period consistent with Section 14.6 of this
Agreement.
Notwithstanding the foregoing, the Developer shall be entitled to payment
of any such retention upon the completion and acceptance of an Improvement or Discrete
Component, if a maintenance or warranty bond is posted in lieu thereof in accordance
with Section 14.6 hereof. Payment of any retention shall also be contingent upon the
availability of monies in the Improvement Fund therefore. No retention shall apply if the
Developer proves to the Director of Public Works satisfaction that the Developer's
contracts for the Improvements (or Discrete Components) provide for the same retention
as herein provided, so that the Purchase Price paid for the Improvements or Discrete
Component is at all times net of the required retention.
E. Freauencv. Unless otherwise agreed to by the Director of
Public Works, no more than one Payment Request shall be submitted by the Developer in
any calendar month.
I
F. Rigbt-of-Wav. Payments by the City for any right-of-way
described in Exhibit A hereto shall be based upon appraisals of the respective land to be
acquired from an appraiser and in a form acceptable to the Director of Public Works, or
upon such other basis as the Director of Public Works shall determine is appropriate in
the circumstances (including a complete appraisal submitted in a summary appraisal
report).
Section 10. Acauisition of Additional ImDrovements. If the
construction and acquisition of all the Improvements theretofore listed in Exhibit A have
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Resolution Number 5416
I
been completed and the Purchase Prices (including any retentions described in 9.D.
above) with respect thereto have been paid, and funds remain on deposit in the
Improvement Fund, the City and the Developer may designate in a supplement hereto,
authorized Improvements (and/or Discrete Components thereof) to be constructed and
acquired with such remaining funds, including road, landscaping, sewer, water, storm
drain and public utility facilities, including design, engineering, planning, inspection,
plan check, construction staking and surveys, compaction tests, and overhead and
supervision, or other facilities of the same type, so long as the amount of Bond proceeds
deposited in the Acquisition Fund and spent on private utilities does not exceed 5%.
Prior to the issuance of the second or any future series of the Bonds, the
City and the Developer shall designate in a supplement hereto the Improvements (and
any Discrete Components thereof) to be constructed and acquired with the proceeds of
such issue of Bonds to be deposited in the Improvement Fund, or from proceeds of the
initial series of the Bonds remaining on deposit in the Improvement Fund.
Section 11. Defective or Nonconforming Work. If any of the work
done or materials furnished for an Improvement or Discrete Component listed in Exhibit
A are found by the Director of Public Works to be defective or not in accordance with the
applicable Plans and Specifications: (i) and such finding is made prior to payment for the
Purchase Price of such Improvements or Discrete Component hereunder, the City may
withhold payment therefore until such defect or nonconformance is corrected to the
satisfaction of the Director of Public Works, or (ii) and such finding is made after
payment of the Purchase Price of such Improvements or Discrete Component, the City
and the Developer shall act in accordance with the City's standard specification for
public works construction (which are set forth in the Green Book, Standard
Specifications for Public Works Construction (SSPWC), by Public Works Standards,
Inc., as modified by any applicable City Special Provisions).
I
Section 12. Modification of Discrete ComDonents. Upon written
request of the Developer, the Director of Public Works shall consider modification of the
description of any Discrete Component. Any such modification shall be subject to the
written approval of the Director of Public Works, and shall not diminish the overall
Improvements listed in Exhibit A to be provided by the Developer hereunder (in a
material way such that the change invalidates any of the assumptions used in any
appraisal conducted to sell the Bonds). It is expected that any such modification will be
solely for purposes of dividing up the work included in any Discrete Component for
purposes of acceptance and payment, for example: (i) separation of irrigation and
landscaping from other components of a Discrete Component, (ii) modifications to allow
for payment for roadway improvements prior to completion of the top course of paving,
or (iii) division of utility construction by utility work orders. In most instances, the
Director of Public Works wilI only approve modifications for payment purposes when
there wilI be an unusual period of time between the completion and acceptance of such
divided work or to better implement the phasing of the overall construction of the
Improvements; but no such circumstances shall this Section in any way obligate the
Director of Public Works to approve such modification.
Section 13. Reserved.
Section 14. OwnershiD and Transfer ofImDrovements.
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A. ImDrovements to be Owned bv the Citv - Convevance of
Land to Citv. Acceptable title to all property on, in or over which each Improvement to
be acquired by the City will be located, shall be deeded over to the City by way of grant
deed, quitclaim, irrevocable offer of dedication or dedication of such property if such
conveyance of interest is approved by the City as being a sufficient interest therein to
permit the City to properly own, operate and maintain such Improvements located
therein, thereon or there over, and to permit the Developer to perform its obligations as
set forth in this Agreement. The Developer agrees to assist the City in obtaining such
documents as are required to obtain acceptable title. Completion of the transfer of title to
land shall be accomplished prior to the payment of the Purchase Price for an
Improvement (or the last Discrete Component thereof) and shall be evidenced by
recordation of the acceptance thereof by the City Council or the designee thereof.
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Resolution Number 5416
obligations of third persons with respect to the Improvements to be acquired by the City
shall be delivered to the Director of Public Works as part of the transfer of title.
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Section 15. Source of Funds. Notwithstanding any provisions of this
Agreement, the sole source of funds for the acquisition by the City of the Improvements
or for any other amounts payable by the City under this Agreement shall be the proceeds
of the sale of the Bonds for the District available for such purpose under the Fiscal Agent
Agreement, or other agreement pursuant to which bonds are issued. If, for any reason,
the Bonds are not sold for the District or Bond proceeds are not available, the City shall
not be required to acquire the Improvements from the Developer, to reimburse any
advance for the City's expenses which has been paid to the City for services provided, to
pay any Project Management Expenses, or to reimburse any Development Fees.
The Developer agrees that the City alone shall direct the investment of the
funds on deposit in the funds and accounts established by or pursuant to the Fiscal Agent
Agreement, including the Improvement Fund, and that the Developer has no right
whatsoever to direct investments under the Fiscal Agent Agreement.
I
The City shall have no responsibility whatsoever to the Developer with
respect to any investment of funds made by the Fiscal Agent under the Fiscal Agent
Agreement, including any loss of all or a portion of the principal invested or any penalty
for liquidation of an investment. Any such loss may diminish the amounts available in
the Improvement Fund to pay the Purchase Price of Improvements and Discrete
Components hereunder. The Developer further acknowledges that the obligation of any
owner of real property in the District, including the Developer to the extent it owns any
real property in the District, to pay special taxes levied in the District is not in any way
dependent on: (i) the availability of amounts in the Improvement Fund to pay for all or
any portion of the Improvements or Discrete Components thereof hereunder, or (ii) the
alleged or actual misconduct of the City in the performance of its obligations under this
Agreement, the Fiscal Agent Agreement, any developer agreement or amendment thereto
or any other agreement to which the Developer and the City or the City are signatories.
The Developer acknowledges that any lack of availability of amounts in
the Improvement Fund to pay the Purchase Price of Improvements or any Discrete
Components thereof shall in no way diminish any obligation of the developer with
respect to the construction of or contributions for public facilities required by this
Agreement or any development or other agreement to which the Developer is a party, or
any governmental approval to which the Developer or any land within the District is
subject.
Section 16. Acknowledgement of Disclosure Reauirements. The
Developer hereby acknowledges the requirements of Rule 15c2-12 (the "Rule''),
promulgated under the Securities Exchange Act of 1934, and other federal and State
security laws, in the preparation of an offering statement for the Bonds and covenants to
provide all materials and information that are determined to be material for purposes of
disclosure by the bond counsel, the underwriter, the disclosure counsel, or the City in
preparation of said offering statement.
The Developer covenants that it will execute and comply with a
"Continuing Disclosure Certificate" in connection with the issuance of the Bonds by the
District.
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The Developer acknowledges that it wilI be required to comply with the
requirements of the laws of the State of Califomia relating to mandatory disclosures to
prospective property purchasers, including, but not limited to, the requirements of Section
53341.5 of the California Government Code.
Section 17. Title Insurance. As a condition precedent to the
disbursement of Bond proceeds, the City shall receive from a title company acceptable to
the City a standard CTLA policy of title insurance with respect to the Property and any
property outside of the District on which any of the Improvements are located, in the face
amount equal to the principal amount of the bond issue, subject to such title exceptions
and bearing such endorsements as required by the City in the City=s reasonable
Resolution Number 5416
B. ImDrovements to be Owned bv the Citv - Title Evidence.
Upon the request of the City, the Developer shall furnish to the City a preliminary title
report for land with respect to Improvements to be acquired by the City and not
previously dedicated or otherwise conveyed to the City, for review and approval at least
fifteen (15) calendar days prior to the transfer ofacceptable title to an Improvement to the
City. The Director of Public Works shall approve the preliminary title report unless it
reveals a matter which, in the judgment of the City, could materially affect the City's use
and enjoyment of any part of the property covered by the preliminary title report for the
purpose for which the property is being conveyed. In the event the City does not approve
the preliminary title report, the City shall not be obligated to accept title to such
Improvements and the City shall not be obligated to pay the Purchase Price for such
Improvements (or the last Discrete Component thereof) until the Developer has cured
such objections to title to the satisfaction ofthe City.
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C. ImDrovements Constructed on Private Lands. If any
Improvements to be acquired are located on privately-owned land, the owner thereof
shall retain title to the land and the completed Improvements until acquisition of the
Improvements. Pending the completion of such transfer, the Developer shall not be
entitled to receive any payment for any such Improvements or the last Discrete
Component thereof. The Developer shall, however, be entitled to receive payment for
Discrete Components (other than the last Discrete Component) upon making an
irrevocable offer of dedication of such land in form and substance acceptable to the
Director of Public Works. Notwithstanding the foregoing, upon written request of the
Director of Public Works before payment for any Discrete Component of such an
Improvements, the Developer shall conveyor cause to be conveyed acceptable title
thereto in the manner described in Sections 14.1 and 14.2 hereof.
D. ImDrovements Constructed on Citv Land. If the
Improvements to be acquired are on land owned by the City, the City hereby grants to the
Developer a license to enter upon such land for purposes related to the construction (and
maintenance pending acquisition) of the Improvements. The provisions for inspection
and acceptance of such Improvements otherwise provided herein shall apply.
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E. ImDrovements to be Acauired bv Other Public Agencies.
With respect to any Improvements to be acquired by a public entity other than the City,
the Developer shall comply with such entities rules and regulations regarding title and
conveyance of property, and provide the Director of Public Works with evidence of such
compliance, prior to the payment of the Purchase Price for any such Improvements (or
the last Discrete Component thereof).
F. Maintenance and Warranties. The Developer shall
maintain each Discrete Component in good and safe condition until the Acceptance Date
of the Improvements, of which such Discrete Component is a part. Prior to the
Acceptance Date, the Developer shall be responsible for performing any required
maintenance on any completed Discrete Component or Improvements. On or before the
Acceptance Date of the Improvements, the Developer shall assign to the City all of the
Developer's rights in any warranties, guarantees, maintenance obligations or other
evidence of contingent obligations of third persons with respect to such Improvements.
The Developer shall maintain or cause to be maintained each Improvement to be owned
by the City (including the repair or replacement thereof) for a period of one year from the
Acceptance Date thereof, or, alternatively, shall provide a bond reasonably acceptable in
form and substance to the Director of Public Works for such period and for such purpose
(specifically, a one-year maintenance period for landscaping improvements, and for the
posting of a warranty bond to remain in effect for one year as to other Improvements), to
insure that defects, which appear within said period will be repaired, replaced, or
corrected by the Developer, at its own cost and expense, to the satisfaction of the Director
of Public Works. During any such one-year period, the Developer shall commence to
repair, replace or correct any such defects within thirty (30) days after written notice
thereof by the City to the Developer, and shall complete such repairs, replacement or
correction as soon as practicable. After such one-year period, the City (or other public
entity that has accepted title to the Improvements) shall be responsible for maintaining
such Improvements. Any warranties, guarantees or other evidences of contingent
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Resolution Number 5416
discretion. The title policy shall establish that the subject property is free and clear of
any form of mechanics lien or claim respecting the Improvements, which are being
acquired by the City with the Bond proceeds, it being expressly understood that the City
requires this assurance that the subject special tax lien shall apply to the subject property
without any threat of being later deemed by a court of competent jurisdiction to be
subordinate to a mechanics lien claim stemming from the work associated with the
construction of the Improvements. The title policy shaH name the City and the District as
insured and all costs and expenses of obtaining the title policy shall be borne by the
Developer.
Section 18. RelationshiD to Subdivision MaDS. Other Agreements. Land
Use Regulations. and Other Obligations of the DeveloDer. This Agreement does not
rescind, replace, or otherwise effect any obligation that the Developer may have under
any map recorded pursuant to the Subdivision Map Act (Section 66410 et ~ of the
Government Code of the State of California) to complete the design and construction of
any improvement, nor does it alter any obligation the Developer may have under any
such map to dedicate or otherwise transfer any real property or improvements to the City.
Likewise, nothing contained in this Agreement shall be construed as affecting the
Developer=s duty to perform its obligations under other agreements or land use
regulations. All such obligations continue in full force and effect regardless of whether
the Bonds are issued by the District.
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Section 19. Right of Wav. The Developer shall dedicate, conveyor
transfer, in the manner provided for in this Agreement, to the City at the time the City
acquires the Improvements or Discrete Components thereof, all rights-of-way then owned
by the Developer in which the Improvements or Discrete Components thereof are
located. The Developer shall also at such time grant to the City, by an appropriate
instrument prescribed by the City, all easements on private property then owned by the
Developer which may be necessary for the proper operation and maintenance of the
Improvements or Discrete Components thereof.
Section 20. Maintenance of ImDrovements. Prior to the transfer of
ownership of the Improvements or Discrete Components thereof by the Developer to the
City, as provided in this Agreement, the Developer shall be responsible for the
maintenance of the Improvements and Discrete Components thereof and shall maintain
and transfer same to the City in as good condition as they were at the time the Developer
notified the City that construction of same had been completed in accordance with the
Plans and Specifications. Upon the transfer of ownership of the Improvements or
Discrete Components from the Developer to the City, the City shall be responsible for the
maintenance of the Improvements and Discrete Components thereof.
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Section 21. InsDection of Records. Upon two business days notice, the
City shall have the right during normal business hours to review all books and records of
the Developer pertaining to costs and expenses incurred by the Developer pursuant to this
Agreement and pertaining to costs and expenses for which the Developer seeks
reimbursement pursuant to this Agreement. The City shall have the right to request and
review final cost records, and any reimbursement for costs incurred by the Developer
hereunder shall not exceed the estimates approved by the Construction Manager (or the
Director of Public Works in case there is no Construction Manager) without his or her
prior review and written approval.
Section 22. OwnershiD of ImDrovements. Notwithstanding the fact that
some or all of the Improvements or Discrete Components may be constructed or be
located in dedicated street rights-of-way or on property which has been or will be
dedicated to the City, the Improvements or Discrete Components thereof shall be and
remain the property of the Developer until they are acquired by the City as provided in
the preceding sections of this Agreement. Such ownership by the Developer shall
likewise not be affected by any agreement which the Developer may have entered into or
may enter into with the City pursuant to the provisions of the Subdivision Map Act,
Section 66410 et ~. of the Government Code of the State of California, which may
contain or include provisions with respect to the construction and ownership of public
improvements which may seem to be contradictory to the provisions of this Agreement.
In all such instances, provisions of this Agreement shall control.
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Resolution Number 5416
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Section 23. RelationshiD to Public Works: Bidding Reauirements. This
Agreement is for the acquisition by the City of the Improvements and payment for
Discrete Components thereof listed in Exhibit A hereto from moneys in the Improvement
Fund and is not intended to be a public works contract. The City and the Developer agree
that the Improvements are of local, and not state-wide concern, and that the provisions of
the California Public Contract Code shall not apply to the construction of the
Improvements. The City and the Developer agree that the Developer shall award all
contracts for the construction of the Improvements and the Discrete Components thereof
listed in Exhibit A hereto and that this Agreement is necessary to assure the timely and
satisfactory completion of the Improvements and that compliance with the Public
Contract Code with respect to the Improvements would work an incongruity and would
not produce an advantage to the City or the District.
I
Pursuant to Section 53313.5 of the Act, the District may finance the
purchase of a facility completed after the adoption of the resolution of formation if the
facility was constructed as if it had been constructed under the direction and supervision,
or under the authority of, the City. With respect to Improvements or Discrete
Components completed or to be completed after formation of the District, after the
required City approvals of the plans and specifications and construction contract
documents for each Improvement or Discrete Component have been obtained, the
Developer shall cause such Improvement or Discrete Component to be constructed by a
contractor or contractors duly licensed by the State of California, which contractor or
contractors shall be selected upon approval of the Director of Public Works of the City,
or his designee (the "Construction Coordinator") as the lowest responsible bidder after
receipt of at least three bids pursuant to proper legal notice. Prior to the award of any
contract for the construction of any of the Improvements or Discrete Components, the
Developer shall cause to be published a notice of bid award and the Developer shall
submit the contract to the Construction Coordinator for determination of eligibility as to
costs in the District, which determination shall be given to the Developer in writing by
the Construction Coordinator within fourteen (14) calendar days after receipt of such
contract.
Section 24. ImDrovement Security. Notwithstanding the provisions of
this Agreement, the Developer, at the request of the City, shall be required to secure the
construction and completion of construction of the Improvements by providing faithful
performance and labor and materials bonds in form and amounts acceptable to the City as
required by Sections 66499 through 66499.10 of the Government Code of the State of
California.
Section 25. IndeDendent Contractor. It is mutually understood that, in
performing its obligations under this Agreement, the Developer is an independent
contractor and not the agent of the City. The City shall have no responsibility for
payment to any contractor, subcontractor or supplier of the Developer.
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Section 26. Indemnification: Insurance. The Developer shall assume
the defense of, indemnify and save harmless, the City, its officers, employees and agents,
and each and every one of them, from and against all actions, damages, claims, losses or
expenses of every type and description to which they may be subjected or put, by reason
of, resulting from, or arising out of this Agreement and the construction of the
Improvements. No provision of this Agreement shall in any way limit the extent of the
Developer=s responsibility for payment of damages resulting from the operations of the
Developer and its contractors. At the request of the City, the Developer shall furnish to
the City a certificate or certificates of insurance substantiating that it has obtained for the
entire period of the construction of the Improvements after the date of this Agreement, a
policy of comprehensive general liability insurance with coverage broad enough to
include the Developer=s contractual obligations under this Section and having a
combined single limit of liability in an amount of at least $2 Million. Said certificate of
insurance shaH include an endorsement naming the City, its officers, employees and
agents as additional insured.
Section 27. Costs of Issuance. The Fiscal Agent Agreement governing
the issuance of the Bonds may provide for a reasonable amount of Bond proceeds to be
set aside in a Cost of Issuance account or similar fund or account for the payment of the
Resolution Number 5416
Incidental Expenses. Such proceeds shall be excluded from the proceeds available for
payment of the Purchase Price until transferred into the Improvement Fund.
Section 28. Attornevs' Fees. If any party brings an action to enforce
the terms of this Agreement or declare its rights hereunder, each party shall bear its own
attorney's fees and the prevailing party in any such action shall not be entitled to its
reasonable attorneys' fees to be paid by the losing party.
Section 29. Termination. This Agreement shall terminate and be of no
further force or effect if the Developer does not proceed or elect to proceed with the
construction of the Improvements within one year of the date of this Agreement, or if the
Developer so proceeds but does not complete the construction of the Improvements
within two years of the date of this Agreement. In the event the Developer notifies the
City that it has been unable to complete construction of the Improvements within two
years of the date of this Agreement due to delays caused by acts of God, inclement
weather, strikes, unavailability of materials, civil insurrection, acts of terrorism, or other
matters beyond the control of the Developer, this Agreement shall continue in force and
effect for not more than one year beyond the stated termination date. The Developer=s
financial inability to perform under this Agreement shall not be a valid basis for such an
extension.
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Section 30. Legal Challenge. The City may, in its sole discretion,
suspend this Agreement if any legal challenge is filed relating to the validity or
enforceability of this Agreement or the District proceedings; provided, that the
Agreement shall remain in force if and during any period in which the Developer
commits by written notification to defend the District and City for any costs or
obligations incurred during pendency of such challenge.
Section 31. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the parties hereto. This
Agreement may not be assigned by the Developer except in whole to an Affiliate, without
the prior written consent of the City, which consent shall not be unreasonably withheld or
delayed. In connection with any such consent of the City, the City may condition its
consent upon the acceptability of the financial condition of the proposed assignee and
upon any other factor which the City deems relevant in the circumstances.
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Section 32. Amendment. This Agreement may only be amended by an
instrument in writing executed and delivered by the City and the Developer.
Section 33. Waiver. No waiver of, or consent with respect to, any
provision of this Agreement by a party hereto shall in any event be effective unless the
same shall be in writing and signed by such party, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which it was
given.
Section 34. Notices. Any notice to be provided pursuant to this
Agreement shall be delivered to the following addresses:
Developer: Boeing Realty Corporation
4900 E. Conant Street, Building I
Long Beach, CA 90808
Attention: Stephane Wandel
City:
City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
Attention: Director of Administrative Services
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Copy to:
Richards, Watson & Gershon
Attorneys at Law
355 S. Grand Avenue, 40th Floor
Los Angeles, CA 90071
Attention: Quinn Barrow
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Resolution Number 5416
Each party may change its address for delivery of notice by delivering written notice of
such change of address to the other party.
Section 35. No Third Partv Beneficiaries. No person or entity shall be
deemed to be a third party beneficiary of this Agreement, and nothing in this Agreement
(either express or implied) is intended to confer upon any person or entity, other than the
City, the District and the Developer, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.
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Section 36. California Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
Section 37. Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the matters herein provided for, and may
only be amended by a subsequent written agreement executed by all parties.
Section 38. Counternarts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but which together shall
constitute a single agreement.
Section 39. Severabilitv. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision ofthis Agreement.
* * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
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CITY OF SEAL BEACH, a California
Municipal Corporation
By:
Mayor
ATTEST:
City Clerk
BOEING REALTY CORPORATION
By:
Its:
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Resolution Number 5416
EXHIBIT A
DESCRIPTION OF IMPROVEMENTS AND
DISCRETE COMPONENTS AND RELATED BUDGETED COSTS,
DEVELOPMENT FEES AND INCIDENTAL EXPENSES
I
Improvements
The Improvements shall be constructed pursuant to plans and specifications approved by
the City and the officials thereof.
Components of Improvements and Related Budgeted Costs.
Sanitary Sewer Facilities
Water Facilities
Roadway Facilities
Landscape & Irrigation
Development Fees
Dry Utilities and Joint Trench (limited to 5% of project fund amount)
Consultant Costs
Subtotal
Contingency - 10% (Excluding Fees)
Plan Check, Testing, Inspection, Permits
Project Management (Not To Exceed 10% ofthe
cost of improvements)
Total Estimated Cost
$ 725,245
573,550
6,946,107
969,717
2,415,000
382,916
1,000,000
13,012,535
1,059,754
500,000
600,000
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$15.172 289
· All costs are estimates subject to change upon completion of plan review.
Project Management Expenses, may include: (a) accounting costs associated with the
preparation and substantiation of requests for payment under this Agreement, (b) costs
related to the site supervision of the construction of the Improvements, and (c)
administrative costs related to the issuance and tracking of contracts entered into by the
Developer for the construction of the Improvements. Where costs are incurred in
conjunction with the construction of both the Improvements and other improvements
(such as residential improvements), Project Management Expenses shall not include the
portion of such costs that is related to the other improvements. Project Management
Expenses shall not include costs associated with the formation of the District, but only
costs associated with the implementation of this Agreement.
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Resolution Number 5416
Discrete Components ofImprovements and'Related Budl!eted Costs
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Sanitary Sewer Facilities
Water Facilities
Roadway Facilities
On-Site Roadway
Improvements
North Apollo Dr.
Apollo Court
South Apollo Dr.
Saturn Way
Land Acquisition
North Apollo Dr.
Apollo Court
South Apollo Dr.
Saturn Way
Off-Site Roadway
Improvements
Seal Beach Blvd.
W estminster Ave.
Adolfo Lopez Dr.
Land Acquisition
Seal Beach Blvd.
Westminster Ave.
Adolfo Lopez Dr.
Roadway Excavation and Grading
Signalization and Street Lights
Westminster Ave. and Apollo Dr.
Westminster Ave. and Road B (PA-4)
Seal Beach Blvd. and Apollo Dr.
Seal Beach Blvd. and Road C (PA-4)
Seal Beach Blvd. and Adolfo Lopez Dr.
Street lights, Street Light Differential, Cabling and Fees
Drainage
Total Roadway Facilities
Landscaping & Irrigation
Apollo Court & North Apollo Dr.
Saturn Way & South Apollo Dr.
Westminster Ave.
Seal Beach Blvd.
Adolfo Lopez Dr.
Total Landscape & Irrigation
Development Fees
Transportation, Sewer, Water, Storm Drain, Park
Contingency
Total Development Fees
Dry Utilities and Joint Trench (limited to 5% of project fund
amount)
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Consultant Costs
Subtotal
Contingency -10% (Excluding Fees)
Plan Check, Testing, Inspection, Permits
Project Management (Not To Exceed 10% of the
cost of improvements)
Total Estimated Cost
· All costs are estimates subject to change upon completion of plan review.
$ 725,245
$ 573,550
$ 80,583
124,834
111,386
114,842
488,576
866,320
682,608
819,248
323,823
913,672
135,935
34,496
385,984
33,560
116,150
55,450
123,450
55,450
94,150
19,820
1.365.769
$ 6.946.107
23,385
62,634
614,286
208,208
61.204
$ 969.717
$ 2,300,000
115.000
$ 2.415.000
$ 382,916
$ 1,000,000
$ 13,012,535
$ 1,059,754
$500,000
$600,000
$ 15,172.289
Resolution Number 5416
PACIFIC GATEWAY BUSINESS CENTER
CONSTRUCTION COST ESTIMATE
**SANITARY SEWER FACILITIES**
ITEM UNIT QUANTITY COST
A. 8" PVC SEWER MAIN LF 2,000 $77,000
B. 8" PVC LATERAL LF 307 $10,745 I
C. 48" MANHOLES EA 10 $32,500
D. CONNECT TO EXISTING MANHOLE EA 2 $5,000
E. SEWER LIFT STATION LS I $550,000
F. DE-WATERING FOR LS I $50,000
CONSTRUCTION
Subtotal $725,245
**W A TER FACILITIES**
ITEM UNIT QUANTITY COST
A.1O"PVCWATERMAIN LF 4,170 $116,760
B. 8" DIP WATER MAIN & FITTINGS LF 3,800 $133,000
C. 6" DIP FIRE SERVICE LATERAL LF 540 $14,040
D. 6" FIRE SERVICE (FDC/DDC) EA 10 $80,000
E. FIRE HYDRANT EA 16 $76,800
F.IO"GATEVALVE EA 41 $49,200
G. 8"GATE VALVE EA 16 $16,000 I
H. 6" GATE VALVE EA 10 $8,500
1. 10"X8" TEE EA 16 $35,200
J. 10"X6" TEE EA 10 $19,000
K. STUB & CAP EA 21 $11,550
L. HOT TAP & TEE EXISTING EA 3 $13,500
Subtotal $573,550
**ROADWAY FACILITIES"
ITEM UNIT QUANTITY COST
ON-SITE ROADWAY
NORTH APOLLO DRIVE
A. 6" CURB & GUTTER LF 683 $8,025
B. 4" AC PAVEMENT/I 0" AG. BASE SF 19,708 $45,328
C. 4" PCC SIDEWALK (5' wide) SF 4,427 $12,838
D. CROSS GUTTER AND SPANDRELS SF 542 $3,878
E. DRIVEWAY SF 814 $3,092 I
F. CURB RAMP EA 3 $750
G. 6" MEDIAN CURB LF 193 $2,171
H. MEDIAN PAVING SF 1,000 $4,500
SUBTOTAL FACILITIES $80,583
LAND AREA SF 30,536 $488,576
SUBTOTAL $569,159
....~-."'~.
Resolution Number 5416
APOLLO COURT
A. 6" CURB & GUTTER
B. 4" AC PA VEMENT/IO" AG. BASE
C. 4" PCC SIDEWALK (5' wide)
D. CROSS GUTTER AND SPANDRELS
E. DRIVEWAY
F. CURB RAMP
LF 1,063
SF 34,543
SF 6,140
SF 407
SF 3,074
EA 2
SUBTOTAL FACILITIES
SF 54,145
SUBTOTAL
I
LAND AREA
$12,490
$79,449
$17,806
$2,909
$11,680
$500
$124,834
$866,320
$991,154
SOUTH APOLLO DRIVE
A. 6" CURB & GUTTER LF 1,042 $12,254
B. 4" AC P A VEMENT/IO" AG. BASE SF 28,873 $66,408
C. 4"PCC SIDEWALK (5' wide) SF 5,912 $17,145
D. CROSS GUTTER AND SPANDREL SF 542 $3,875
E. DRIVEWAY SF 814 $3,093
F. CURB RAMP SF 3 $750
G. 6" MEDIAN CURB EA 193 $2, I 71
H. MEDIAN PAVING LF 1,000 $4,500
1. UNDER WALK DRAIN SF I $1,200
SUBTOTAL FACILITIES $111,386
LAND AREA SF 42,663 $682,608
I SUBTOTAL $793,994
SATURN WAY
A. 6" CURB & GUTTER LF 1,063 $12,490
B. 4" ACPAVEMENT/10" AG. BASE SF 30,577 $70,327
C. 4" PCC SIDEWALK (5' wide) SF 6,483 $18,801
D. CROSS GUTTER AND SPANDRELS SF 542 $3,878
E. DRIVEWAY SF 2,328 $8,846
F. CURB RAMP EA 2 $500
SUBTOTAL FACILITIES $114,842
LAND AREA SF 51,203 $819,248
SUBTOTAL $934,090
I
II. OFF-SITE ROADWAY
SEAL BEACH BLVD.
A. 8" CURB & GUTTER
B. 9" AC PA VEMENT/12" AG. BASE
C. 4" PCC SIDEWALK
D. CROSS GUTTER
E. DRIVEWAY
425
19,419
1,912
822
LF
SF
SF
SF
SF
$5,525
$72,82 I
$5,927
$5,960
$0
Resolution Number 5416
F. CURB RAMP EA 2 $500
G. 8" MEDIAN CURB LF 2,751 $37,826
H. SAW CUT EXIST. AC SF 3,553 $7,106
I. REMOVE EXISTS. AC/AB SECTION SF 31,194 $46,791
J. REMOVE EXISTS. C&G LF 405 $2,025
K. REMOVE EXISTS. CROSS-GUTTER SF 4,214 $12,642
L. STRIPING LS 1 $15,000
M. PLANTER WALL (near S.B.) LF 600 $12,000
N. CORRECT STANDING WATER ON SEAL BEACH (PA-4 CONDITION)
NEW CATCH BASIN EA 1 $2,500
18" RCP LF 900 $81,000
TRENCH RESURFACING LF 900 $16,200
SUBTOTAL FACIliTIES $323,823
LAND AREA SF 2,156 $34,496
SUBTOTAL $358,319
I
WESTMINSTER BLVD.
A. 8" CURB & GUTTER LF 1,305 $16,965
B. 9" AC P A VEMENT/12" AG. BASE SF 62,578 $300,374
C. 4" PCC SIDEWALK SF 12,367 $38,338
D. CROSS GUTTER SF 1,540 $11,165
E. DRIVEWAY SF $0
F. CURB RAMP EA 4 $1,000
G. 8" MEDIAN CURB LF 118 $1,623 I
H. SAW CUT EXIST. AC LF 1,904 $1,904
I. REMOVE EXISTS. AC/AB SECTION SF 47,343 $71,015
J. REMOVE EXISTS. C&G LF 1,307 $6,535
K. REMOVE EXISTS. CROSS-GUTTER SF 10,164 $30,492
L. TYPE II RD. SLURRY & REST RIPE; EB SF 56,000 $28,000
M. TYPE II RD. SLURRY & RESTRIPE; WB SF 104,000 $52,000
N. STRIPING LS I $25,000
O. POLE RELOCATION LS 1 $329,262
SUBTOTAL F ACIUTIES $913,672
LAND AREA SF 24,124 $385,984
SUBTOTAL $1,299,656
ADOLFO LOPEZ DRIVE
A. 8" CURB & GUTTER LF 722 $9,386
B. 9" AC P A VEMENT/12" AG. BASE SF 29,735 $71,364
C. 4" PCC SIDEWALK SF 3,524 $10,924 I
D. CROSS GUTTER SF $0
E. DRIVEWAY SF 920 $3,496
F. CURB RAMP EA 2 $500
G. SAW CUT EXIST. AC SF 1,205 $2,410
H. REMOVE EXISTS. AC/AB SECTION SF 8,570 $12,855
I. STRIPING LS 1 $25,000
SUBTOTAL $135,935
__.
Resolution Number 5416
m. ROADWAY EXCAVATIQN & GRADING
A. STREET EXCAVATION CY 13,870
B. STREET "ROUGH" FINISH SF 183,026
SUBTOTAL
$15,257
$18,303
$33,560
IV. DRAINAGE
I A. 3'x 5' RCB LF 1,375 $584,375
B. 2'x 5' RCB LF 371 $139,125
C. 2'x 4' RCB LF 101 $34,845
D. 48" RCP STORM DRAIN LF 1,014 $121,680
E. 42" RCP STORM DRAIN LF 398 $44,576
F. 36" RCP STORM DRAIN LF 688 $70,176
G. 30" RCP STORM DRAIN LF 133 $12,635
H. 24" RCP STORM DRAIN LF 771 $50,115
I. 18" RCP STORM DRAIN LF 591 $30,732
J. 18" PVC STORM DRAIN LF 655 $26,200
K. 29"x 45" ELLIPTICAL RCP LF 221 $35,360
L. 19"x 30" ELLIPTICAL RCP LF 395 $49,375
M. 14"x 23" ELLIPTICAL RCP LF 145 $13,775
N. CATCH BASIN, CURB OPENING, W=7' EA 11 $37,400
O. CATCH BASIN, LONGITUDINAL EA 2 $6,900
GRATING
P. STORM DRAIN MANHOLE EA 10 $24,500
Q. MANHOLE STRUCTURE, 36" to 48" EA 10 $39,000
I R. MANHOLE STRUCTURE, 18" to 30" EA 4 $12,800
S. RCB TO RCP TRANSITION EA 2 $10,400
T. FLARED END SECTION EA 2 $1,300
U. OUTLET STRUCTURE, 3'x5' RCB EA 1 $12,500
V. OUTLET STRUCTURE, 29"x45" RCP EA 1 $6,500
W. CONNECT TO EXITS. 48" RCP EA 1 $1,500
SUBTOTAL 51,365,769
V. SIGNALIZATION & STREET LIGHTS
A. UPGRADElNEW TRAFFIC SIGNAL AT WESTMINSTER $116,150
AVE. AND APOLLO DR.
B. UPGRADE EXISTING TRAFFIC SIGNAL AT $55,450
WESTMINSTER AVE. AND ROAD B (P A-4) (NEW
CABINET AND CONTROLLER, GREEN LEDs, BATTERY
BACK-UP)
C. UPGRADE TRAFFIC SIGNAL PLUS INTERCONNECTION $123,450
AT SEAL BEACH BLVD. AND APOLLO DR.
D. UPGRADE EXISTING TRAFFIC SIGNAL SYSTEM AT $55,450
I SEAL BEACH BLVD. AND ROAD C (PA-4) (NEW
CABINET AND CONTROLLER, GREEN LEDs, BATTERY
BACK-UP)
E. CONSTRUCT A NEW TRAFFIC SIGNAL AT SEAL BEACH $94,150
BLVD. AND ADOLFO LOPEZ DR.
F. STREET LIGHTS, STREET LT. DIFFERENTIAL, CABLING $19,820
& FEES (BY SCE)
SUBTOTAL $464,470
SUBTOTAL ROADWAY FACILITIES 56,946,107/
Resolution Number 5416
ULANDSCAPING & IRRIGATION**
ITEM UNI QUANTIT COST
T Y
A. APOLLO COURT & NORTH APOLLO LS 1 $23,385
DR.
B. SATURN WAY & SOUTH APOLLO DR. LS 1 $62,634
C. WESTMINSTER AVE. LS I $614,286 I
D. SEAL BEACH BLVD. LS 1 $208,208
E. ADOLFO LOPEZ DRIVE LS I $61,204
$969,717
UDRY UTILITIES & JOINT TRENCH**
ITEM UNIT QUANTITY
A. Gas
B. Electric LS 1
C. Underground and Common
Trench
D. Telephone
COST
$382,916
SUBTOTAL
Note: Subtotal hereon limited to 5% of the total project estimated cost.
$382,916
**CONSUL T ANT COSTS**
ITEM UNI QUANTITY COST I
T
Consultant Costs LS I $1,000,000
TOTAL $1,000,000
**PUBLIC IMPROVEMENT PLAN CHECK, INSPECTION & PERMITS**
ITEM FEE PER LOT NO. OF COST
LOTS
Plan check
Inspection
Permits
}
LS
$500,000
TOTAL
$500,000
**PROJECT
MANAGEMENTu
ITEM
Supervision
Administration
Accounting
Purchasing
Project Management
UNIT
QUANTITY
COST
LS
I $600,000
I
SUBTOTAL
$600,000
Resolution Number 5416
Develooment Fees
Development Fees shall include development fees charged by the City of Seal Beach in
connection with the development of real property within the District to be used by the
City for the construction of sewer, water, park, storm drain, and transportation
improvements. Development fees paid from proceeds of the Bonds shall be spent on
applicable public capital iInprovements within 3 years of the date of issuance of the
Bonds. The amounts of the development fees are set forth below:
I
Breakdown of DeveloDment Fees
....DEVELOPMENT FEES....
ITEM
FEE PER
LOT
NO. OF
LOTS
COST
Sewer
Water
Storm Drain
Transportation
Park
}
LS
$2,300,000
SUBTOTAL
TOTAL
$2,300,000
Contingency $115,000
$2,415,000
I
Incidental Exoenses
The Incidental Expenses shaU include costs associated with forming the District, issuance
of bonds, determination of the amount of the Special Tax, collection of the Special Tax,
costs incurred in order to carry out the authorized purposes of the District, any other
expenses incurred by the City incidental to the construction, completion and inspection of
the authorized work.
I
Resolution Number 5416
EX1l1BIT B
DESClUYf10l'l OF l'ROl'ERTY
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Resolution Number 5416
DESCRIPTION OF PROPERTY
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Resolution Number 5416
EXHIBIT C
ACQUISITION AGREEMENT
FORM OF PAYMENT REQUEST
PAYMENT REQUEST NO.
The undersigned (the "Developer"), hereby requests payment in the total amount
of $ for the Improvements (as defined in the Funding and Acquisition
Agreement, dated as of . 2005 (the "Acquisition Agreement''), between the
CITY OF SEAL BEACH (the "City"), for and on behalf of the City of Seal Beach
Community Facilities District No. 2005-01 (Pacific Gateway Business Center) and the
Developer), or Discrete Components thereof (as described in Exhibit A to that
Agreement), all as more fully described in Attachment I hereto. In connection with this
Payment Request, the undersigned hereby represents and warrants to the City as follows:
I
1. He (she) is a duly authorized officer of the Developer, qualified to execute
this Payment Request for payment on behalf of the Developer and is knowledgeable as to
the matters set forth herein.
2. To the extent that this payment request is with respect to a completed
Improvement, the Developer has submitted or submits herewith to the City as-built
drawings or similar plans and specifications for the items to be paid for as listed in
Attachment I hereto with respect to any such completed Improvements, and such
drawings or plans and specifications, as applicable, are true, correct and complete. To the
extent that this payment request is for a Discrete Component, the Developer has in its
construction office a marked set of drawings or similar plans and specifications for the
Discrete Components to be acquired as listed in Attachment I hereto, which drawings or
plans and specifications, as applicable, are current and show all changes or modifications
which have been made to date.
3. All costs of the Improvements or Discrete Components thereof for which
payment is requested hereby are Actual Costs (as defined in the Agreement referenced
above) and have not been inflated in any respect. The items for which payment is
requested have not been the subject of any prior payment request submitted to the City.
4. Supporting documentation (such as third party invoices) is attached with
respect to each cost for which payment is requested.
I
5. There has been compliance with applicable laws relating to prevailing
wages for the work to construct the Improvements or Discrete Components thereof for
which payment is requested.
6. The Improvements or Discrete Components thereof for which payment is
requested were constructed in accordance with all applicable City or other govermnental
standards, and in accordance with the as-built drawings or plans and specifications, as
applicable, referenced in paragraph 2 above.
7. The Developer is in compliance with the terms and provisions of the
Acquisition Agreement and no portion of the amount being requested to be paid was
previously paid.
8. The Purchase Price for each Improvements or Discrete Component (a
detailed calculation of which is shown in an Attachment 2 hereto for each such
Improvements or Discrete Component), has been calculated in conformance with the
terms of Section 9 of the Acquisition Agreement.
I
9. Neither the Developer nor any Affiliate (as defined in the Acquisition
Agreement) is in default in the payment ofad valorem real property taxes or special taxes
or special assessments levied in the District (as defined in the Acquisition Agreement),
except as follows:
Resolution Number 5416
I hereby declare under penalty of peljury that the above representations and
warranties are true and correct.
I
I
---
.
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.
.-
. ,"'
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.'!.tfl. '
DEVELOPER:
BOEING REALTY CORPORA nON
By:
Authorized Representative
of the Developer
Date:
AUTHORITY:
PAYMENT REQUEST APPROVED FOR
SUBMISSION TO THE DIRECTOR OF
ADMINISTRATIVE SERVICES OF THE
CITY OF SEAL BEACH
By:
Director of Public Works
Date: