HomeMy WebLinkAboutCC AG PKT 2005-12-12 #Z
e
AGENDA REPORT
DATE: December 12,2005
TO: Honorable Mayor and City Council
FROM: Lee Whittenberg, Director of Development Services
Mark Vukojevic, Director of Public Works/City Engineer
SUBJECT: FORMATION OF COMMUNITY FACILITY DISTRICT
NO. 2005-01 (pACIFIC GATEWAY BUSINESS CENTER)
- BOEING SPACE AND COMMUNICATIONS GROUP
SPECIFIC PLAN PROJECT
SUMMARY OF REQUEST:
The City Council is requested to take the following actions regarding the formation of
Community Facility District No. 2005-01 (pacific Gateway Business Center), regarding
the development of the Boeing Space and Communications Group Specific Plan Project:
.
Cl
Adopt a resolution stating its intention to establish Community Facilities District
No. 2005-01 (Pacific Gateway Business Center), stating its intention to authorize
the levy of a special tax, and setting the time and date for a public hearing; and
Cl Adopt a resolution stating its intention to incur bonded indebtedness in an amount
not to exceed $10,000,000 for Community Facilities District No. 2005-01 (Pacific
Gateway Business Center).
BACKGROUND:
When the Boeing Space and Communications Group Specific Plan ("the Project") was
approved, it was contemplated that a Community Facilities District ("CFD") would be
created to help finance some of the public improvements necessary for the effective
development of the Project. The City received a request on May 16, 2005 from
Development Planning & Financing Group, Inc. (representing Boeing Realty
Corporation) requesting consideration of the formation of a CFD to fund City road, water
and sewer improvements and development fees applicable to the project.
.~
On July 11,2005 the City Council adopted Resolution 5362, which authorized execution
of a "Deposit and Reimbursement Agreement" in connection with the formation of the
proposed CFD and authorized staff to initiate the formation of the district, and further
authorized staff and the City Attorney to enter into appropriate agreements for necessary
consultant services related to the formation of the CFD. Those actions were taken and
Agenda Item Z
Z:\My DooumcntslBoeingICFDlRcso of IntcntillD.CC StaffReporlclocIL W\12-DS.os
Creation of Community Facilitie. District-
Pacific Gateway Bill/in... Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Staff Report
December 12, 2005
e
the process of preparing the necessary agreements and documents has been ongoing since
that time.
The proposed CFD will include all parcels located in Planning Areas 2 and 3 of the
Boeing Space and Communications Group Specific Plan (Pacific Gateway Business
Center), and will issue bonds to finance certain public improvements (including certain
public improvements normally financed through development fees). Once the CFO has
been formed, a special tax will be levied against each parcel in the development Project
Area. Property owners will pay this tax, and the proceeds of the tax will be used to make
debt service payments on the bonds issued by the CFO.
The proposed CFD area encompasses Planning Areas 2 and 3 with the exception of Lots
8, 9 and 11 of Tract Map 16375, comprising approximately 44.938 net acres of the
approved Boeing Space and Communications Group Specific Plan, which are the areas
proposed for construction of business park structures. PlaDning Area 1 is the existing
Boeing Integrated Defense Systems campus facilities of 41 acres and Planning Area 4 is
the now-proposed Panatonni Development on the easterly 5 acre portion of the Boeing
properties which is before the City Council at this meeting for approval of Mitigated
Negativc Declaration 05-4 and Specific Plan Amendment 05-1 to the Boeing Space and
Communications Group Specific Plan. Planning Areas 1 and 4 are not included within _
the boundaries of the proposed CFD. .
The actions the Council takes this evening will begin the process to legally form the
district. A public hearing will be held on January 23, 2006 to consider the formal
establishment of the CFD. After this public hearing, the City Council may adopt
additional resolutions forming the CFD and authorizing the incurrence of indebtedness..
may hold a landowner election regarding the special tax, may adopt an ordinance to levy
the special tax, and may approve resolutions authorizing the issuance of bonds. Once the
CFD has been formed, a special tax will be levied against each parcel in the CFD area for
a period not to exceed 31 years from the date of issuance of said bonds or such longer
term as is then permitted by law. This special tax will be paid by property owners, and
the proceeds of the special tax will be used to make debt service payments on the bonds
issued by the CFO.
The CFD is expected to generate bond proceeds in an amount not to exceed $10.0 Million
and to yield approximately $8.5 to $9.0 Million in net proceeds for construction.
Nature of a CFD:
A Community Facilities District is a special tax district authorized to levy a special tax in
order to finance the acquisition or construction of public improvements. Typically, a
CFD issues bonds in order to raise immediately available funds, uses the proceeds of
these bonds to acquire or construct improvements, and then levies an annual special tax er
Reso oflntoolion.CC SIllffRcport
2
e
Creation o/Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Stqff Report
December 12, 2005
against properties within the boundaries of the CFD in order to retire and pay debt service
on the bonds. The special tax is collected" as part of a property owner's property tax bill,
and the amount of the tax may vary from year to year in order to meet the principal and
interest payments due on outstanding bonds.
e"
Proposition 13 generally limits ad valorum property taxes (i.e. taxes based on property
values) to 1 % of property value. However, this limit does not apply to special taxes, such
as those levied by a CFD. Including the proposed CFD special tax, staff envisions that
the maximum effective tax burden for properties within the District will be approximately
1.88% (including the general ad valorum tax and all special taxes levied by other
govemment agencies). The special tax will be structured such that the effective tax
burden would never be expected to exceed 2%. This rate is fairly typical of new business
park developments that are taking place in Los Angeles and Orange counties (Dominguez
Tech Center, Carson, 1.64% to Irvine Spectrum III, Irvine, 1.93%). In some parts of the
County, the tax rate can climb over 2% (Irvine Spectrum 5, Irvine, 2.18%). Infill
projects tend to experience higher effective tax rates because infill land costs are
generally higher than land costs in areas sl~ted for initial development. With a higher
land eost, the developer is left with less revenue to, pay for public improvements. As
such, CFD's or assessment districts are created to deal with the necessities of public
improvements.
Major Steps in a Community Facilities District Financing:
1. City authorizes contracts with financing consultants and enters into service
contracts with consultants.
2. Consultants, in cOJUunction with City Staff and Developer, prepare the "Rate and
Method of Apportionment" for special tax, develop program of improvements,
and establish community facilities district goals and guidelines for City.
3. City Council Approves Resolutions of Intention to form CFD, which includes the
"Rate and Method of Apportionment of Special Tax" and to authorize the
incurrence of bonded indebtedness, which includes the "Funding and Acquisition
Agreement". (This is the step the CFD formation process is currently at)
4.
After giving proper notice by mail and by publication, City Council holds public
hearing and adopts resolutions forming CFD, authorizing issuance of debt, and
calling election. With landowner consent, election is held at same City Council
meeting in a landowner election. City Council then certifies results of election
and passes first reading of ordinance levying the special tax. This meeting takes
place approximately one month following the adoption of the Resolutions of
Intention. (These actions are tentatively scheduledfor January 23, 2006)
e
Res. oflnlclltiOll cc S1ll1fRoport
3
Creation of Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Staff Report
December 12, 2005
e
5. City CounCil holds second reading and adopts ordinance levying special tax. (This
action is tentatively scheduledfor February 13, 2006)
6. City Council approves "Resolution of Issuance" setting forth procedures for
issuance of the CFD Bonds and approving as to form the financing and legal
documents. (These actions are tentatively scheduledfor April 10, 2006)
7. Bond Underwriter, in conjuriction with City Staff and Consultants, designs bond
solution to meet goals of City, and enters into purchase agreement to purchase
bonds issued by the City.
8. Bonds close and funds become available for acquisition or construction of
improvements.
Anticipated Timeline for CFD Project:
The actions being requested of the City Council this evening will accomplish Step 3 and
authorize staff to proceed with the completion of Steps 4 through 7 discussed above.
Presented below is the anticipated schedule for City Council considerations of CFD a
2005-01: ..
CJ At this meeting the City Council is requested to take the following actions
regarding the CFD:
CJ Adoption of Resolution ofIntention for CFD No. 2005-01 which:
CJ Accepts and files the petition of the landowner;
o Designates CFD name;
CJ Establishes the boundaries of the CFO
CJ Identifies facilities to be funded through the CFD;
CJ Declares intention of the City to form CFD, levy tax & issue bonds;
CJ Sets time & place for public hearing (January 23,2006); and
CJ Approves the "Rate and Method of Apportionment for CFD No. 2005-01"
(Exhibit B of said resolution).
[J Adoption of Resolution of Intention to Incur Bonded Indebtedness in an
amount not to exceed $10,000,000 for CFD No. 2005-01 which:
o Sets time & place for hearing (January 23, 2006); and
CJ Approves the form of the "Funding and Acquisition Agreement" (Exhibit
C of said resolution).
CJ
On January 23, 2006, the City Council would be requested to take the following
actions regarding the CFO 2005-01:
CJ City Council determines boundaries ofCFD;
CJ Determines necessity to incur debt;
e
Reso ofln1entiOll cc Sta1l'Report
4
e
Creation o/Community Facilities District-
Pacific Gateway Business Center - CFD 200.5-01
Boeing Space OIId Communications Group Specific PIan-
o PllJ1l1ling Area& 2 and 3
City Council Staff Rep011
. December 12. 2005
[J Authorizes levy of special tax;
[J Approves types & cost of facilities (CFD Facilities Report);
[J Sets election and adopts Resolution submitting change to landowner vote and
waiver of statutory time frames;
[J Holds Landowner Election;
[J Considers approval of Resolution certifying results of election;
[J Considers approval of Resolution of Formation; and
[J Conducts First Reading of Qrdill"llCe authorizing special tax levies in CFD
No. 2005-01.
[J On February 13, 2006, the City Council would be requested to take the following
actions regarding the CFD:
[J Conduct Second Reading and adoption of Ordinance authorizing special tax
levies in CFD No. 2005-01.
o On April 10,2006 (Tentative) The City Council would be requested to adopt a
"Resolution of Issuance of Bonds" and to approve the final legal and financial
documents for the transaction.
e
o On May 10 (Tentative) the bond closing would occur.
Key Personnel in formation of CFD 2005-01 (Pacific Gateway Business
Center):
City Of Seal Beach:
[J Lead City LiaisonIProject Manager: Christy Teague, Senior Planner
[J Director of Development Services: Lee Whittenberg
[J Director of Public Works/City Engineer: Mark Vukojevic
[J City Attorney: Quinn Barrow
[J Bond Counsel: Robin Harris (Richards, Watson & Gershon)
City Consultant Team:
[J Financial Consultant: Jim Fabian, Principal (Fieldman, Rolapp, & Associates)
[J Special Tax Consultant: Andrea Roess and Kim Vail (David Taussig &
Associates)
[J Disclosure Counsel Contact: Scott Ferguson (Jones Hall)
[J Appraiser: Steve White
[J Underwriter: Sara Oberlies (Stone & Youngberg)
[J Fiscal Agent: Teresa Fructuoso (BNY Western Trust Company)
e
Rae oflnmltian.CC SIllIl'hport
5
Creation o/Comm"nity Facilities DiBtrict-
Pacific Gateway BlISiness Center - CFD 2005-01
Boeing Space and Comm"nications Group Specific PI1m-
Planning Areas 2 and 3 ,.
City COWIcil Staff Report . .
December 12, 2005
Boeing Realty eFD Team:
Cl Boeing Realty Corporation Point of Contact: Stephane Wandel
Cl Developers Consultant - Development Planning and & Financing Group, Inc.
Contact: Jim Zimmerman
Cl Developer's Engineer - Tait & Associates Contact: Greg Stewart
Cl Developer's Counsel - Pillsbury Winthrop Shaw Pittman LLP Contact: Lewis
Feldman .
Proposed Improvements to be completed through CFD 2005-01:
A. Offsite Improvements
The CFD proposes to construct roadway improvements in conformance with the
approved Specific Plan and Vesting Tentative Tract Map (VTTM). Seal Beach
Boulevard and Westminster' Avenue will require median and landscape
improvements, right turn lanes, traffic signal improvements, bus stop
improvements, striping and signage and miscellaneous parkway improvements.
Adolfo Lopez Drive will also be improved to a full-width street with curb, gutter
and sidewalks. e
B. Onsite Roadway Improvements
The CFD proposes to construct an interior street system that will be dedicated to
the City by Tract No. 16375. The public streets to be constructed and dedicated
are named as Apollo Drive, Apollo Court, and Saturn Way,
C. Water Improvements
The CFD proposes to construct water facilities to serve the project. Water supply
is proposed to be looped through the site, with connections to existing mains in
Seal Beach Boulevard and Westminster Avenue. This not only will serve the
public safety of the project and its surrounding area, it will also increase the
City's water system performance in the vicinity of the project. The new water
facilities will also connect to the existing Boeing campus facilities that are not
part of this CFD.
D. Sewer Improvements
The CFD proposes to construct sewer facilities including gravity pipelines, lift
station and force mains to serve the proposed CFD and adjacent properties. The
CFD includes a fair share portion of the new sewer lift station constructed to serve ,.
this property and the adjacent Hellman Ranch property. .
Rosa ofln_OILCC StalfReport
6
e
Creation of Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Staff Report
December 12. 2005
E,
Dry Utilities
The CFD proposes to construct regional dry utilities 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 overliead wires and poles adjacent to the project, along the
westerly boundary, are included. Also included are the onsite joint trench
facilities and the streetlights along Seal Beach Boulevard and Westminster
Avenue, as well as the interior streetlights. These facilities are to be constructed
as a requirement of the Specific Plan and VTTM 16375.
F. Landscape and Irrigation
The CFD proposes to construct landscape improvements. The construction of
these improvements is a requirement of the Specific Plan. These improvements
will consist of landscaping and irrigation within the medians in Seal Beach
Boulevard and Westminster Avenue. The CFD includes construction of
landscape and irrigation within the parkways for Apollo Drive, Apollo Court, and
Saturn Way as required by the Specific Plan.
e
The scope and extent of each of these improvements remains to be finalized, depending
on the amount of proceeds that will become available to the City as a result of bond
issuance. Please refer to Attachment 4 to review exhibits that graphically show the
general areas of the improvements discussed above from "Pacific Gateway Business
Center - Engineer's Report", prepared by Tait & Associates, dated May 2005. The full
report is available at the Department of Development Services to review and will be
available at the City Council meeting for review also.
FISCAL IMPACT:
None. All staff time and incidental costs associated with the project will be billed to the
developer, and the costs of the public facilities and consultants will be paid for with bond
proceeds. The project proponent has paid a deposit of $60,000 to the City before a
"Notice to Proceed" is issued to the City Consultant Team in accordance with the terms
of the "Deposit and Reimbursement Agreement". This $60,000 deposit will be
replenished whenever it drops below $10,000.
RECOMMENDATION:
1)
Adopt Resolution No. A Resolution of Intention of the City Council of
the City of Seal Beach to Establish City of Seal Beach Co=unity Facilities
District No. 2005-01 (pacific Gateway Business Center) and to Authorize the
e
Rosa ofInlonlion.CC Staff Report
7
Creatioll ojCommullity Facilities District-
Pacific Gateway BlISilless Center - CFD 200S-Q1
Boeillg Space alld Commullicatio1lS Group Specific Plcm-
Planllillg Areas 2 fl1lli 3 ..
City Council StaffRsport .,
December 12, 200S
Levy of a Special Tax within City of Seal Beach Community Facilities District
No. 2005-01 (pacific Gateway Business Center)
2) Adopt Resolution No. . Resolution of Intention of the City Council of the
City of Seal Beach to Inour Bonded Indebtedness within Proposed City of Seal
Beach Community Facilities District No. 2005-01 (Pacific Gateway Business
Center)
Jilfj..
Director of Public Works/City Engineer
Whittenberg
Director of Development S
Attachments: (4)
Attachment 1:
Attachment 2:
Attachment 3:
Attachment 4:
Roso oflnlontian.CC SlllfRoport
Resolution No. A Resolution of Intention of the
City Council of the City of Seal Beach to Establish City of
Seal Beach Community Facilities District No. 2005-01
(pacific Gateway Business Center) and to Authorize the
Levy of a Special Tax within City of Seal Beach
Community Facilities District No. 2005-01 (pacific
Gateway Business Center)
e
Resolution No. ~ . 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)
Petition and Waiver to Create a Community Facilities
District and Related Matters, submitted by Boeing Realty
Corporation on December it, 2005
"Pacific Gateway Business Center Engineer's Report",
prepared by Tait & Associates, Inc., dated May 2005
CI Exhibit A
CI Figure 2 - Sanitary Facilities Exhibit
CI Figure 3 - Water Facilities Exhibit
CI Figure 4 - On-Site Roadway Exhibit
CI Figure 5 - Off-Site Roadway Exhibit
CI Figure 6 - Landscape & Irrigation Exhibit
e
8
e
e
e
Rosa of_cm.CC Staff Report
Creation o/Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and j
City Council Staff Report
December 12, 2005
Note: The complete report is available at thCf Department
of Development Services for pubic review and will be
available at the City Council meting for public review
9
e
Creation of Community FacilIties Districl-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Stqff Report
December 12, 2005
'ATTACHMENT 1
e
RESOLUTION NUMBER , A
RESOLUTION OF INTENTION OF THE
CITY COUNCIL OF THE CITY OF SEAL
BEACH TO ESTABLISH CITY OF SEAL
BEACH COMMUNITY FACILITIES
DISTRICT NO. 2005-01 (pACIFIC
GATEWAY BUSINESS CENTER) AND TO
AUTHORIZE THE LEVY OF A SPECIAL
TAX WITHIN CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO.
2005-01 (pACIFIC GATEWAY BUSINESS
CENTER)
e
Reo. oflntenticm.CC SlIlfReport
10
e
Creation of Community Facilities District-
Pacific Gateway Business Center- CFD 2005-01
Boeing Space and Communications Group Specific P/_
Planning Areas 2 and 3
City Council Stqff Report
December 12, 2005
RESOLUTION NO.
A RESOLUTION OF INTENTION OF THE
CITY COUNCll- OF THE CITY OF SEAL
BEACH TO ESTABLISH CITY OF SEAL
BEACH COMMUNITY F ACll-ITIES DISTRICT
NO. 2005-01 (PACIFIC GATEWAY BUSINESS
CENTER) AND TO AUlHORIZE THE LEVY
OF A SPECIAL TAX WITIllN CITY OF SEAL
BEACH C01YlMUNITY FACILITIES DISTRICT
NO. 2005-01 (PACIFIC GATEWAY BUSINESS
CENTER)
RECITALS:
e
WHEREAS, the CITY COUNCIL (the "City Council") of the CITY OF SEAL
BEACH (the "City") has received a petition (the "Petition") signed by the owner of all of
the land which is proposed for inclusion in a proposed community facilities district which
meets the x:equirements of Sections 53318 and 53319 of the Mello-Roos Community
Facilities Act of 1982, as amended, commencing with Section 53311 of the California
Government Code (the "Act"), and;
WHEREAS, the Act authorizes the City Council to establish a community
facilities district and to levy special taxes within that district; and
WHEREAS, in accordance with the request set forth in the Petition, the City
Council desires to undertake proceedings to establish a community facilities district
pursuant to the Act, to finance public facilities and services to serve the area of land
hereinafter described.
NOW, THEREFORE, THE CITY COUNCll- OF THE CITY OF SEAL
BEACH DOES HEREBY RESOL VB, DETERMINE AND ORDER AS
FOLLOWS:
Section 1. Intention. In accordance with the request set forth in the Petition, the
City Council hereby declares its intention to conduct proceedings for the formation of a
co=unity facilities district under the terms of the Act
e
Rosa of_on.CC StalfRoporl
11
C7eation of Community Facilities Districl-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Pll17l1ling Areas 2 and 3 ..
City Council Staff Report _
December 12,2005
Section 2. Name of District. The name of the proposed community facilities
district is "City of Seal Beach Community Facilities District No. 2005-01 (pacific
Gateway Business Center)" (the "District"). .
Section 3. Boundaries of District. The exterior boundaries of the District are
shown on that certain map now on file in the office of the City Clerk entitled "Proposed
Boundaries of City of Seal Beach Community Facilities District No. 2005-01 (pacific
Gateway Business Center)" (the "Map"). The Map indicates by a boundary line the
extent of the territory included in the proposed District and shall govern for all details as
to the extent of the District. On the original and one copy of the Map, the City Clerk
shall endorse the certificate evidencing the date and adoption of this Resolution. The
City Clerk shall file the original of the Map in her office and, within 15 days after the
adoption of this Resolution, the City Clerk shall file a copy of the Map so endorsed in the
records of the County Recorder, County of Orange, State of California, and in any event
this map shall be filed no later than 15 days before the public hearing specified in Section
7 below.
Section 4. Facilities and Services. The type of public facilities proposed to be
provided within the District and to be financed under the Act shall consist of those
facilities set forth on Exhibit "A" (the "Facilities") attached hereto and incorporated
herein by reference. The City Council hereby finds and determines that the description of
the Facilities herein is sufficiently informative to allow taxpayers within the proposed
District to understand what the funds of the District may be used to finance, and that the
proposed Facilities are necessary to meet increased demands placed upon the City as a
result of development occurring in the District. The cost of the Facilities shall include
Incidental Expenses, as defined in Exhibit "A" and may include reimbursement of money
advanced by the owner of property within the District to pay development fees charged
by the City and used by the City to finance improvements. The type of services proposed
to be provided within the District and to be financed under the Act shall consist of those
services set forth on Exhibit "A".(the "Services") attached hereto and incorporated herein
by reference. The City Council hereby finds that the proposed Services are in addition to
those provided in the territory of the District prior to the establishment of the District and
the proposed Services will not supplant services already available within that territory.
Section 5. Snecial Tax.
e
a. Except where funds are otherwise available to pay for the Facilities, the
Services, and/or the principal and interest and other periodic costs as they becomes due
on bonds of the District issued to finance the F acUities, it is the intention of the City
Council to levy annually in accordance with procedures contained in the Act a special tax
(the "Special Taxj within the District sufficient to pay for the costs thereof, including
incidental expenses which shall include, without limitation, the establishment and
replenishment of any reserve funds deemed necessary by the District, any remarketing, e
credit enhancement and liquidity facility fees (including such fees for instruments which
ResD oflDtmtion.CC S1Bfl'Report
12
e
Creation ofCo11l7lllJ1liry Facilities DistriCl-
Pacific Gateway BlISiness Cmter - CFD 2005-01
Boeing Space and Communications GrOlfp Specific Plan-
Planning Areas 2 and 3
City Council Stqff Report
December 12, 2005
serve as the basis of a reserve fund in lieu of cash), financing of the costs associated with
the issuance of the bonds, and all other costs necessary to finance the Facilities which are
permitted to be financed pursuant to the Act. The Speci81 Tax will be secured by
recordation of a ~ntinuing lien against all non-exempt real property in the District and
will be collected in the same manner as ordinary ad valorem property taxes are collected,
or in such other manner as may be provided by the City Council including, without
limitation, direct billing of the affecte!i property owner, and shall be subject to the same
penalties, procedure, sale and lien priority in case of delinquency as applicable for ad
valorem property taxes. Provided, however, such Special Tax may be collected in such
other manner as may be provided by the City Council. In the first year in which such a
Special Tax is levied, the levy shall include a sum sufficient to repay to the City all
amounts, if any, transferred to the District pursuant to' Section 53314 of the Act and
interest thereon.
b. 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.
e
The Special Tax is based on the expected demand that each parcel of real property
within the proposed District will place on the Facilities and on the benefit that eacJ:l parcel
derives from the right to access the Facilities. The City Council hereby determines the
Rate and Method set forth in Exhibit "B" to be reasonable. The obligation to pay the
Special Tax may be prepaid as set forth in Exhibit "B".
e
Section 6. Bonds. It is the intent of the City Council, acting as the legislative
body of the District, to cause one 'or more series of bonds to be issued under the Act on
behalf of the District to finance, in whole or in part, the Facilities. If so issued, the bonds
will be in the aggregate principal amount of not to exceed $10,000,000, shall bear interest
payable semi-annually or in such other manner as the City Council shall determine at a
maximum interest rate not in excess of 12 percent per annum or such rate not in excess of
the maximum rate permitted by law at the time the bonds are issued, and the term of the
bonds of each series shall not exceed 31 years from the date of issuance of such series of
bonds or such longer term as is then permitted by law.
Section 7. Hearinl!:. A public hearing (the "Hearing") on the establishment of the
District, the extent of the District, the furnishing of Facilities and Services to serve the
District, and the proposed rate and method of apportionment of the Special Tax shall be
held on January 23, 2006, at, 7:00 p.rn., or as soon thereafter as practicable, at the
chambers of the City Council of the City of Seal Beach, 211 Eighth Street, Seal Beach,
California 90740. At the Hearing, any interested person or taxpayer, including all
persons owning lands or registered to vote within the proposed District, may appear and
be heard.
Reso ot_on.CC StalfRcport
13
Creatioll ofCommU1lify Facilities District-
Pacific Gateway BlI3illBSS CB1Iter - CFD 2005-01
Boeillg Space and CommU1licatio1l8 Group Specific Plan-
PlanllillgAreos 2 and 3
City COIlllcil Stqff Report
December 12, 2005
e
Section 8. Re.POrt. The City officer who is or will be responsible for the Facilities
and Services to be financed by the District, if it is established, is hereby directed to study
the proposed District and, at or before the time of the above-mentioned Hearing, file, or
cause to be filed, a report with the City Council, which is to be made a part of the record
of the Hearing, containing the following:
(a) a brief description of the Facilities and Services which will in his or her
opinion be required to adequately meet the needs of the District; and
(b) an estimate of the fair and reasonable cost of financing the Facilities and
Services.
Section 9. Advances. The City may accept advances of funds or work in-kind
from any source, including, but not limited to, private persons or private entities, and is
authorized and directed to use such funds or that work in-kind for any authorized
purpose, inclUding, but not limited to, paying any cost incurred.by the City in creating the
District. The City may enter into an agreement with the person or entity advancing the
funds or work-in-kind, to repay all or a portion of the funds advanced, or to reimburse the
person or entity for the value, or cost, whichever is less, of the work-in-kind, as
determined by the City Council, with or without interest.
Section 10. Published Notice. The City Clerk is hereby directed to publish a
notice of the Hearing ("Notice'') pursuant to Section 6061 of the California Government
Code in a newspaper of general circulation published in the area of the proposed District.
Such Notice shall be substantially in the form specified in Section 53222 of the Act.
Publication of the Notice shall be completed at least 7 days prior to the date of the
Hearing.
Section 11. 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.
e
Section 12. Voting. Should the City Council determine to form the District, a
special election will be held within the District to authorize the issuance of bonds and the
levy of the Special Tax in accordance with the procedures contained in Section 53326 of
the Act. If held, the proposed voting procedure at the election will be a landowner vote
with each landowner who is the owner of record of land within the District at the close of
the Hearing, or the authorized representative thereof, having one vote for each acre or
portion thereof owned within the District Ballots for the special election may be
distributed by mail with return postage prepaid or by personal service.
e
Rc:so of~.CC SllffRoport
14
e
Creation of Community Facilities District-
Pacific Gateway Business Center - CFD 2005-0/
Boeing Space and Communications Group Specific Plan-
PlanningArea3 2 and 3
City Council StqffRsport
December 12. 2005
e
Section 13. Tender of Bonds. Except to the extent limited in any bond resolution
or trust indenture related to the issuance of bonds, the City Council hereby reserves to
itself all rights and powers set forth in Section 53344.1 of the Act (relating to tenders of
bonds in full or partial payment of any installment' of the special tax or the interest or
penalties thereon which may be due or delinquent).
Section 14. Exemntions from Special Tax. Except as may otherwise be provided
in Exhibit "B" hereto or by law, all lands owned by any public entity, including the
United States, the State of California and/or the City, or any dep~ents or political
subdivisions thereof, shall be omitted from the levy of the Special Tax to be made to
cover the costs and expenses of the Facilities and Services. In addition, reference is
hereby made to Exhibit "B" for a description of other lands which shall be omitted from
the levy of the Special Tax.
Section 15. Election to Perform Work. Pursuant to 53329.5(c) of the Act, the
City Council finds that, in its opinion, the public interest will not be served by allowing
,property owners in the District to enter into a contract pursuant to Section 53329.5(a).
This Section is not intended to prevent the City from entering into an agreement with any
property owner pursuant to which it agrees to acquire the Facilities or any portion
thereof, from that property owner.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Seal
Beach this day of , 2005.
Mayor
AlTEST:
City Clerk
STATEOFCALIFORNlA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
e
I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing
Resolution was passed, approved and adopted by the City Council of the City of Seal Beach
at a meeting thereof held on the day of
2005 by the following vote:
11._ oflntenlion.CC S1llffRoporl
15
AYES: Counci1members
NOES: Counci1members
ABSENT: Councilmembers
ABSTAIN: Councilmembers
Creation ofCommU1lily Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3 ..
City Council Steiff Report _
December 12,2005
City Clerk
R<so ofiDhmtion.CC SIII1fRcport
e
e
16
e
Creation of Community Facilities Distriel-
Pacific Gateway Busines3 Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Area.! 2 and 3
City Council Staff Report
December 12. 2005
EXHIBIT "A"
DESCRIPTION OF FACILITIES AND SERVICES
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), deterriliniltion 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.
e
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 list~ 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.
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.
e
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 Westm.inster Avenue, as
well as the interior streetlights.
Roso of_CC StalIR<porl
17
Creation of Community Facilities District-
Pacific Gatewqy Business Centf!T - CFD 2005-01
Boeing Space and Communlcatlo1l8 Group Specific Plan-
Planning Areas 2 and 3 .-
City Council Staff Report ..,
December 12, 2005
North Apollo Drive
AP9110 Court
South Apollo Drive
Saturn Way
Seal Beach Blvd.
Westminster Avenue
Adolfo Lopez Drive
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
e
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.
. . . .
.
Rosa oflntemiOll.CC Sll1fRoport
18
e
Creation of Community Facilities Di3trict-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
.Planning Areas 2 and 3
City Council Staff Report
December 12, 2005
EXHIBIT "B"
RATE AND METHOD OF APPORTIONMENT FOR
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(pACIFIC GATEWAY BUSINESS CENTER)
e
e
Rosa oflnb:ntion.CC SlaffReport
19
e
e
e
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.
A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"-!lcre 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 oth~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 ofCalifomia.'
"Ad~inistrative 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
Coimty 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 orany designee thereof of complying with
arbitrage rebate requirements; the costs to the City, CFD No. 2005-01 or any designee
thereof of complying W,ith City, CFD 'No. 2005-01 or. obligated persoll,s. di~closure
requirements associated with applicable federaJ. and state securities laws and of the Act; the
costS aSsociated with preparing Special Tax discloSUfC 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
offunds 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.
"Assessor's Parcel" means a lot or. parcel shown on an Assessor's Parcel Map with an
assigned Assessor's Parcel number. .
City of SeIlI Beach
Community FadJJtles Distrlcl No. 2005-01 (PacUk Gatewl9' Business Cellta)
D<<:emba 6, 2005
Page 1
"Assessor's Parcel Map" means an official map of the Assessor of the County designating e
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.
"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.1 below.
"Bonds" means any bonds or other debt (as defined in Section 53317(d) of the Act),
whether in one or more series, issued by CFD No. 2005-01 under the Act.
"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.
e
"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 1 and ending on the following June 30,
"Indenture" me~s the indenture, fiscal agent agreement, resol!ltion or otb,er instrument
pursuant to which Bonds are issued, as modified, am~ded 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 TaxA, determined in aCcordance
with Section C.1 below, that can be levied in any Fiscal Year on any Assessor's Parcel.
"Maximum Special Tax H" means the Maximum Special Tax B, determin!Xi in accordance
with Section C.2 below, that can be levied in any Fiscal Year on any Assessor's Parcel.
e
Ci(JI 01 Seal Beach
CO_/J/ty Fadlilies District No. 200S-01 (pacific Gateway Business Center)
Decembel' 6, 20fJS .
Page 2
. ..'
e
e
e
"Outstanding Bonds" means all Bonds which are deemed to be outstanding under the
Indenture.
"Property Owner Association Property" means, for each fiscal Year, any Assessor's
Parcel within the boundaries ofCFD 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 I 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 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 l\I1Y 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 <;Iedication 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.
"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
Parce'r ofDevelopcid Property, UndCvelopedProperty, Property Owner Association Property,
and Public Property to fund the Special Tax: Requirement for Facilities.
"Special Tal[ 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 OutstSnding 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 previous Fiscal Year; less (vi) a
Ci(JI of Seal BetlClt
Community FaciJitles District No. 2005-01 (pacific Gateway Business Center)
December 6, 2005
Page 3
credit for funds available to reduce the annual Special Tax A levy, as determined by the CPD A
Administrator pursuant to the Indenture. .,
"Special Tn Requiremeut for Services" means that amount required in any Fiscal Year
for CPD 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 ofCFD No.
2005-01 which are not exempt from the Special Tax pursuant to law or Section E below.
"Trustee" means the n:ustee or fiscal agent under theJndenture.
"Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified
as Developed Property, Property Owner Association Prope,rty, 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 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
(1) Maximum Special Tax A
The Maximum Special, Tax A for each Assessor's Parcel classified as
Developed Property shall be the greater o{(i) the amount derived by
application of the Assigned Special Tax A or (ii) the amount derived
by application of the 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.
e
Ci(JI of Seal Bet1dI
Co1lf1tUl1lity Facilities Dls/l'ict No. 2005-01 (Pacific Gateway Bu.lness Center)
Decnnber 6, 2005
Page 4
e
e
e
(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 Tax A
On each July 1, commencing on July 1; 2007, the Assigned Special
Tax A and the Backup Special TaxA 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 I, 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.
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. . .
(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 percerit (2%) of the amount in effect for the previous Fiscal
Year.
Ci90fSealBeadl
C01lt1tlU1lit} FadUtl"" Dlstrld No. 2005-01 (PacifIC Gateway Business CenJeI') .
December 6, 2005
Page 5
b.
Undevelooed Property
(1) Maximum Special Tax B
e
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 md Public PropertY
No Special Tax B shall be levied on an Assessor's Parcel classified as
Property Owner Association Propllrty 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 TaxA as follows:
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
neede4 to satisfy the Special Tax Requirement for Facilities;
Second: Ifadditional 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 ProIierty;
Third: If additional monies are needed to satisfy the Special Tax A Requiremen~ 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 md Public Property at up to the Maxinium Special Tax A for Property _
Owner Association Property or Public Property. _
City of SelIl BI!IlCh
Community FaciIitles District No. 2005-01 (pacifIC Gateway Business Center)
Deumber 6, 2005
Page 6
e
e
e
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 follows:
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 Bas
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'sParoel 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 eFD 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
F.
No Special Tax B shall be levied on Public Property and Property Owner Association
Property.
APPEALS AND INTERPRETATIONS
Any taxpayer may file a written app~l of the Special TlI.1( on his/her property with th~ 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 appellant 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 appellant's property and/or provide a refund to the appellant If the CPD
Administrator disagrees with the appellant and the appellant is dissatisfied with the
determination, the appellant then has 30 days in which to appeal to the Council by filing a
City of Setd BetICII
COmmIl"Uy Facilities Distrid No. 2005-01 (padfu: G"ateway Bus;"ess Center)
December 6, 2005
Page 7
written notice of appeal with the City clerk, provided that the appellant is current in his/her ...
payments of Special Taxes. The second appeal must specify the reasons for its disagreement .,
with the CFD Administrator's determination.
G. MANNER OF COLLECTION
The Special Tax shall be collectc?d in the same manner and at the same time as ordinary ad
valorem property taxes; provided, however, that CFD No. 2005-0] may directly bill the
Special Tax, may collect 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.
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. 2005-0] under the authorized
bonding prop 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.
e
"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. .
,
"Construdion 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. ]n 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.
"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.
,
"Previous]y Issued Bonds" means all Bonds that have been issued by CFD No. 2005-01
prior to the date of prepayment. e
City 01 Seal Beoch
Community FaciUties District No. 2005-01 (Pacific Gateway Business Center)
December 6, 2005
Page 8
e
e
e
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 ofreceipt
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.
The Prepayment Amount (defmed below) shall be calculated as summarized below
(capitalized terms as defined below):
Bond Redemption Amount
plus
plus
pliis
plus
less
less
Total: equals
Redemption Premium
Future Facilities Amount
Defeasance Ainount
Administrative Fees and Expenses
Reserve Fund Credit
Capitalized Interest Credit
Prepayment Amount
r
As of the proposed date of prepayment, the Prepayment Amount (defmed below)
shall be calculated as follows:
Pal'lU!:raDh No.:
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 TaxA
for, the Assesso~'s Parcel to be prepaid. For all other Assessor's :Parpels, compute the
MHxim.um Special Tax A for that Assessor"s Parcel as though it was designated as
Developed Property:
3. Divide the Maximim 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 buildout ofCFD 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").
City of Seal Beach
Community Fadlities District No. 200S-01 (Padjic Gateway Busint!S!l Center)
December 6, 200S
Page 9
5.
Multiply the Bond Redemption Amount computed pursuant to paragraph 4 by the
applicable redemption premium, if any, on the Outstanding Bonds to be redeeJP.ed
(the "Redemption Premium").
e
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.
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.
11. Add the amounts computed pursuant to paragraphs 8 lII).d 9 and subtract the amount
computed pursuant to paragraph 10 (the "Defeasance Amount").
e
12. Verify the administrative fees and expenses ofCFDNo. 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").
13. The reserve fund credit ("Reserve Fund Credit") shall equal the lesser of: (a) the
expected reduction in the reserve requirement (as defmed 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 requirem,ent (as defmed in
the Indenture) in effect after the redemption of d1,1tstanding 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 frrst interest and/or principal payment (the "Capitalized Interest
Credit'~.
e
City of Seal Beach
Community FaciliJies District No. 2005-01 (padjk Gateway Business Center)
December 6, 2005 '
Page 10
", ,
e
e
e
IS. The Special Tax A prepayment is equal to the sum of the amounts computed
pursuant to paragraphs 4, 5, 7, 11 and 12, less the amounts computed pursuant to
paragraphs 13 and 14 (the IPrepaymentAmount").
16. Prom 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.'
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 i.l times the maximum
annual debt service on all Outstanding Bonds.
The Special Tax B may not be prepaid.
2. Prepayment in Part
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 siiaII be calculated according to the following fonnula:
PP=(PB-A)xF+A
These terms have the following meaning:
PP = the partial prepayment
PB = 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.I
City of Seal Beach
Community Facilities District No. 2005-01 (Pacific Gateway BlISlnesa Cenw)
D""emJJer 6; 2005
Page 11
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 CFO 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.t, 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.
I. TERM OF SPECIAL TAX
The Special Tax A shall be levied for the period necessary to fully satisfy the Special Tax
Req~irement for Facilities, but ill 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.
K:1CLIENTS21Seo1_lmrAloIddlOOS-l\RMAlboeinLRMA_FinaI,doc
e
e
CIty ofSeIllBeadI
Community Facilities District No. 2005-01 (pacific Gatew~ Business Ctfllter)
December 6, 2005
Pag/!J12
e
Creation a/Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific PIon-
Planning Areos 2 and 3
City Council Slqff Report
December 12. 2005
ATTACHMENT 2
RESOLUTION NO. . RESOLUTION
OFllITE~IONOFTImCITYCO~C~
OF THE CITY OF SEAL BEACH TO INCUR
BONDED INDEBTEDNESS WITIDN
PROPOSED CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO.
2005-01 (PACIFIC GATEWAY BUSINESS
CENTER)
e
e
Rosa oflnll:ntiOD.CC StaffRoport
20
e
Creation of Community Facilities District-
Pacific Gateway BlISiness Center - CFD 2005-01
Boeing Space and Commll1lications GrOllp Specific Plan-
Planning Areas 2 and 3
City Council Stqff Report
December 12. 2005
RESOLUTION NO.
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 BUSmpSS
CENfER)
RECITALS:.
e
WHEREAS, the CITY COUNCIL (the "City Council") of the CITY OF SEAL
BEACH, (the "City") has heretofore adopted Resolution No. (the "Resolution of
Intention"), stating the City Council's intention to form City of Seal Beach Community
Facilities District No.2005-0l(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 incOl:porated herein by reference; and
WHEREAS, the City Council estimates that the amount required to finance the
Facilities is $9,000,000; and
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~. 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 "Developerj to provide for
reimbursement of development fees and certain other matters related to the design,
construction and acquisition of the Facilities.
e
Roso ofhm:ntian.CC Staff Report
21
Creation o/Community Facilities District-
Pacific Gateway B""ines. Center - CFD 2005-01
Boeing Space and CommlDlications Group Specific Plan-
Planning Areas 2 and 3 ..
City Council Stqff Report .
December 12, 2005
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL
BEACH DOES HEREBY RESOL VB, DETERMINE AND ORDER AS
FOLLOWS:
Section 1. Bonded Indebtedness. It is necessary to incur bonded indebtedness
within the lioundaries of the proposed District in an amount not to exceed $10,000,000 to
finance the costs of the Facilities for the District.
Section 2. P1lq)ose. The bonded indebtedness will be incurred for the purpose of
financing the costs of the Facilities, including, but not limited to, the financing of the
costs associated with the issuance of the bonds and all other costs necessary to finance
the Facilities which are permitted t&-be financed pursuanUo the Act.
Section 3. Terms. It is the intent of the City Council, acting as the legislative
body of the District, to authorize the issuance and sale of one or more series of bonds in
the maximum aggregate principal amount of $10,000,000, bearing interest payable
semi-annually or in such other manner as the City Council shall determine at a maximum
interest rate of 12 percent 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. Hearin!!. 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 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.
Section 7. M~i1ed Notice. The City Clerk is hereby directed to send a copy of the e
Notice of the Hearing by first-class mail, postage prepaid, to each registered voter and to
Reso oflntention cc SllllfRoport
22
e
Creation o/Community Facilities Distria-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Stciff Repon
December 12, 2005
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. Fundinl! and Acquisition Al!reement. 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. .
e
PASSED, APPROVED AND ADOPTED by the City Council of the City of Seal
Beach this day of . 2005.
Mayor
ATTEST:
City Clerk
STATEOFCALlFORNlA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
e
I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing
Resolution was passed, approved and adopted by the City Council of the City of Seal Beach
at a meeting thereof held on the day of . 2005 by
the following vote:
Rao of_on.CC StB1fRoport
23
AYES: Counci1members
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers
Creation of Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Stqlf Report
December 12, 2005
e
City Clerk
Reso oflnlclltion.CC StaffRoport
e
e
24
e
Creation of Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areag 2 and 3
City CUIlncil StqJf Report
DecembeJ' 12, 2005
EXHIBIT "An
DESCRIPTION OF F ACll..ITIES AND SERVICES
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.
e
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.
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.
e
North Apollo Drive
Rcso oflntmtiCIILCC StalfReport
2S
Creation a/Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Commll1licatio1l3 Group Specific PIQll-
Planning Areas 2 tmd 3 _
City Council Staff Report .
December 12, 2005
Apollo Court
South Apollo Drive
Saturn Way
Seal Beach Blvd.
WeStminster Avenue
Adolfo Lopez Drive
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 We~er Avenue as required to relocate street improvements. Relocating portions
of the overhelUi 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
e
The services to be financed include maintenance of parks, parkways and open space on
Seal Beach Boulevard and Westminster Avenue within or benefiting the District.
. * * I(;
,
e
RaG oflDtontion.CC StaffRcpart
26
e
Creation of Commun.ly Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and 3
City Council Stqff Report
December 12, 2005
EXHIBIT "B"
RATE AND METHOD OF APPORTIONMENT FOR
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(pACIFIC GATEWAY BUSINESS CENTER)
"
"
e
e
ResD DfInteotion,CC S1B1fReport
27
e
e.
e
RATE AND METHOD OF APPORTIONMENT FO;a.
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(pACIFIC GATEWAY BUSINESS CENTER)
A Special Tax as hereinafter defined shall be levied oft 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 pUlposes, to the extent and in the manner herein provided.
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 of1982, as amended, being Chapter
2.5, Division 2 of Title 5 of the Government Code of the State ofCalifomia. '
"Adm,inistrative 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
arbitr,age rebate requirements; the costs to the City, CPD No. 2005-01 or any designee
thereof of , complying With City, CFD No. 2005-01 or obligated' perso!,!s 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 tbereofrelated to an appeal of the Special Tax; the costs associated with the release,
offunds from any escrow account; and the City's annual administration fees and third party
expenses. Administrative Expenses shall also inch,lde amounts estimated or advanced by the
City or CFD No. 2005-01 for any other administrative pUlposes 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.
"Assessor's Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an
aSsigned Assessor's Parcel number.
City of Seal Beach
Community FadIities District No. 2005-01 (paclJk Gateway Business Center)
December 6, 2005
Pagel
"Assessor's Parcel Map" meaps an official map of the Assessor of the County designating e
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.1 below.
"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 defined in Section 533l7(d) of the Act),
whether in one or more series, issued by CFD No. 2005-01 under the Act
"CFD Administrator" means an official of the City, or designee thereof, responsible for
determining the Special Tax Requiren\ent 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 Sear Beach.
"Council" means the City Council of the City, acting as the legislative body of CFD No.
2005-01.
,e
"County" means the County of Orange.
"Developed Property" means, for each Fiscal Year, all Taxable Property, exclusive of
Property Owner Association Pro.{lerty, 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 startin~ July 1 and ending on the following June 30.
"Indenture" meaps 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.
"Maximu~ Special Tax B" means the Maximum Special Tax B, determin!ld in accordance
with Section C.2 below, that can be levied in any Fiscal Year on any Assessor's Parcel.
e
City of Seal Beach
Community Facilities Distrid No. 2005-01 (Padfu: Gateway Business Center)
December 6, 2005 .
Page 2
e
e
e
"Outstanding Bonds" means all Bonds which are deemed to be outstanding under the
Indenture.
"Property Owner Association Property" means, for each Fiscal Year, any Assessor's
Parcel within the boundaries ofCFD 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 TaxA 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 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 ~edication 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.
"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 W' 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 Tall: 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 previous Fiscal Year; less (vi) a
City of Seal Beach
Commullity Facilities Dislrlct No. 2005-01 (padfie Gateway Business Center)
December 6, 2005
Page 3
credit for funds available to !'llduce the annual Special Tax A levy, as determined by the CPD _
Administrator pursuant to the Indenture. ..
"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 CPD Administrator.
"State" means the State ofCalifomia.
"Taxable Property" means all of the Assessor's Parcels within the boundaries ofCFD 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 Jndenture.
"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 CPD No. 2005-01 shall be classified as
Developed Property, Property Owner Association Property, Public 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.
e
C. MAXIMUM SPECIAL TAX RATE
1. Special Tax A
a. Develooed Property
(1) Maximum Special TaxA
The Maximum Special, TaxA 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 of the 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.
e
Ciq 0/ Seal Beaclt
Community Fadlities District No. 2005-01 (pacific Gal4way BIl.iness Centu)
December 6, 2005
Page 4
e
e
e
(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 Tax A
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 Propertv. and Public
Prooertv
(1) Maximum Special Tax A
The Fiscal Year 2006-2007 Maximum Speciill 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 I, 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.
2. Special Tax B
a. Develooed Property
(I) Maximum Special Tax B
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 I, commencing on July I, 2007, the Maximum Special
Tax B for Deyeloped Property shall be increased by an amoUnt equal
to two percent (2%) of the amount in effect for the previous Fiscal
Year.
CIty ofSelllBt!Ilch
Community Facilitles District No. 2005-01 (Pacific Gateway Business Center)
DI!Ce1IIber 6, 2005
PageS
'b.
Undevelooed Property
e
(1) Maximum Special Tax B
The Fiscal Year 2006-2007 Maximwn 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 Propertv 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 detennine the Special Tax Requirement for Facilities and shall levy the .,
Special Tax A as follows:
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 ofUndeyelope,d Property at up to 100% of
the- M~um S~ial Tax A for ~ndeveloped Property;
Thim: If additional monies are needed to satisfy the Special TaxA Requiremen~ for
Facilities after,the rust two steps have been completed, then the levy of the SJlllCial
Tax A on each Assessor's Parcel of Developed Property whose Maximlim 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.
e
CIty 01 Seal Beach
Community Facilities Distrlct No. 2005-01 (Paciflc Gatewtgl Business Center)
Det:ember 6, 2005
Page 6
.
.'
.
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 follows:
First: The Special TaxB shall be Proportionately levied on each Assessor's Parcel of
Developed Property at up to 100% of the applicable Maximum Special Tax Bas
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
F.
No Special Tax B shall be levied on Public Property and Property Owner Association
Property.
APPEALS AND INTERPRETATIONS
Any taxpayer may file a written appeal of the Special Tax on his/her 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 previo!lSly 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 appellant 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 elfminate or reduce the Special Tax
on the appellant's property and/or provide a rejimd to the appellant. If the CFD
Administrator disagrees with the appellant and the appellant is dissatisfied with the
determination, the appellant then has 30 days in which to appeal to the Council by filing a
CYty 01 Seal Beach
Community Facilities District No. 1005-01 (PacifIC Gateway Business Center)
December 6, 1005
Page 7
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.
G. MANNER OF COLLECTION
The Special Tax shall be collectc?d 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
~pecial Tax, may collect 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.
H. PREPAYMENT OF SPECIAL TAXA
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 CFO Administrator as sufficient to
provide the public facilities to be provided by CFO No. 2005-01 under the authorized
bonding program for CPD 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
O.
e
"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 Emrineerinl!
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 Enl!ineerinl! News-Record Building Cost
Index for the City of Los Angeles.
"Future Facilities Costs" means the CFD Publip 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.
"Outstanding Bonds" means all Previously Issued Bonds which are deemed to be
outstanding under the Indenture after the fll'st 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. e
City of Seal Beach
C01llmll1l/t;y Fadlities District No. 2005-01 (pacljk Gateway Business Center)
December 6, 2005
PageS
e
e
e
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 ofreceipt
of such written notice, the CFD Administrator shall notify such owner of the
prepayment amount of such Assessor's Parcel. Thi: 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.
The Prepayment Amount (defined below) shall be calculated as summarized below
(capitalized terms as defined below):
Bond Redemption Amount
plus
plus
pli.1s
plus
less
less
Total: equals
Redemption Premium
Future Facilities Amount
Defeasance Amount
Administrative Fees and Expenses
Reserve Fwid Credit
CaDitalized Interest Credit
Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount (defmed below)
shall be calculated as follows:
Paral!raDh No.:
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' ~ Parcel ~ be prepaid. For all !)ther Assessor's Parce~s, compute the
M8ximum Special Tax A for that Assessor's Parcel as though it'was designated as
Developed Property:
3. Divide the Maximim Special Tax A computed pursuant to paragraph 2 by the total
esti!l1ated 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 clllTlfntFiscal Year
on all expected development through buildout ofCFD No. 2005-01, excluding any
Assessor's Parcels which have been prepaid.
4.
Multiply the quotient computed pursuant to paragraph 3 by the Outstlinding Bonds to
compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond
Redemption Amount").
CIty ofSealBeadJ
Community FacllltJes District No. 2005-01 (PodJic Gateway Business Cater)
DeJ:e1IIber 6, 2005
Page 9
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").
e
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.
10. Compute the minimum amount the CPD 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 Outstai1ding Bonds to
be redeemed with the prepayment.
11. Add the amounts computed pursuant to paragraphs 8l11).d 9 and subtract the amount _
computed pursuant to paragraph 10 (the "Defeasance Amount"). .,
12. Verify the administrative fees and expenses ofCFD 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").
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), ifany,
associated with the redemption of Outstanding Bonds as a result of the prepayment,
or (b) the amount derived by subtracting the Ilew reserve requirement (a,s 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 in~erest 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':).
e
Qty of Seal Beach
Community FodIities District No. 2005-01 (padJk Gateway Business Center)
December 6, 2005
Page10
e
e
e
15. The Special Tax A prepayment is equal to the sum of the amounts computed
pursuant to paragraphs 4, 5, 7, 11 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.
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
The Special Tax A on an Assessor's P~el 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=(Pa -A)xF+A
These terms have the following ~eaning:
PP = the partial prepayment
Pa = 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
City ofSeaI BudI
Co1ll1n1Ulity Fadlitiea District No. 2005-01 (pacific Gateway Business Center)
Decsmber 6, 2005
Page 11
The owner of any Assessor's Parcel who desires such prepayment shall notify the _
thCFD Administrab torhio!chsuthch oswne~al'sTintenAt tshalo Partib' ally p~dPaYThtheCSFDPecialdmT~ A and ,_
e percentage y Vol e peCI ax I e prepm. e A IIIlstrator
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. 2005-0 I 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.
I. TERM OF SPECIAL TAX
The Special Tax A shall be levied for the period necessary to fully satisfy the Special Tax
Reqqirement 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.
K:1CL1ENTS2\Sea1 Bcacblmoll.\c1ll2OO5.]\RMAlboein&...RMAJinal.doc
e
'.
e
CiO' of Setd Bt!I1dJ
Co/fUllU1lIly Fadlities District No. 2005-0J (pacljlc Gateway Busl1ll!Ml Ct!1Iter)
D~6, 2005
PageJ2
e
Creation o/Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Group Specific Plan-
Planning Areas 2 and j
City Council Staff Report
December 12, 2005
EXHIBIT "e"
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(PACIFIC GATEWAY BUSINESS CENTER)
FUNDING AND ACQmSmON AGREEMENT
e
e
Reso oflntenuon CC StalfReport
28
e
e
e
CITY OF SEAL BEACH
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(pACIFIC GATEWAY BUSINESS CENTER)
FUNDING AND ACQUISITION 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
CORPORA nON (hereinafter referred to as the "Developer'').
RECITALS
A. By its Resolution No. and its Resolution No. (the
"Resolutions oflntention''), 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 C;ommunity Facilities District No. 2005-01
(Pacific Gateway Business Center) (the "District"); (ii) levy a special tax (the "Special Tax")
against properties 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 of Issuance 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 herem '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
Z:\My Doc:umen1IlBooina\CFDlP1mdiDB IDd Acquisiticm AsroomonlI2-07-llSILWlI2-07-llS
Frmding and Acquisition Agreement - _
City of Seal Beach Commrmity Facilities District No. 2005-01 ..
(Pacific. gateway Business Center)
December 12, 2005
"Community Facilities District No. 2005-01 of the City of Seal Beach (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 Agreemenf'), 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 tenns 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 described in Exhibit A
hereto), the construction of the Improvements, and the acquisition of the Improvements oy tlie'tity
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 (defined e
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:
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 fmancial
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
FlIDdilll and Acquis1I1on Agreem.nt
S72961000 1/82665 1-4
2
e
e
e
e
Funding and Acquisition Agreement -
City of Seal Beach Community Facilities District No. 2005-0/
(pacific gateway Business Center)
December 12, 2005
the "Plans and Specifications'') prepared at the expense of the Developer, for cons1ruction 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 Clty,_ 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 in sucJ1 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").
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 Agreement shall not affect any obligation of any owner ofland in the District under any
other agreement or any govemmental 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
FumlinB IIId Acquisition ApeIDODl
S72961OOOlJlI266S1-4
3
Funding and Acquisition Agreement - .-
City of Seal Beach Community Facilities District No. 2005-01 _
(pacific gateway Business Center)
December 12. 2005
Improvement and/or Discrete Component, but subject to any applicable limitations and reductions as
provided for herein.
"Actual Cosf' 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
CompQnent, (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 environmental evaluations of the Improvement or Discrete Component, (iii) the fees
paid to governmental 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 sucIi 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 Discret~
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. e
Section 2. Construction Manal!:ement. 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.
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
FIIIlding.1IlI Acquisition Agr=melIl
5729610001/826651-4
4
e
e
e
e
Funding and Acquisition Agreement-
City of Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
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 therefor as anActua1 Cost
of the related Improvements.
The Developer agrees to pay to the Ci):y, 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 pursuantto 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. Al!l"eeIIlent to Sell and Purchase Imorovements. 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 there6funtil the Improvements are completed and the date
the City takes fmal 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, an.d 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 therefor, but any
such payment shall not be made until the Discrete Component has been completed in accordance
with the Plans and Specifications therefor, as determined by the Director of Public Works. In any
FurnliDg lIIllI Acquisition Agnloment
S729610001I8266S1-4
5
FWlding and Acquisition Agreement - .-
City of Seal Beach CommWlity Facilities District No. 2005-01 .-
(pacific gateway Business Center)
December 12. 2005
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.
Section 6. Payment Reauests. In order to receive the Purchase Price for a
completed Improvement or Discrete Component, inspection thereofunder 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 1 and 2 to Exhibit C), and (ll) if payment is requested for
a complete.d 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. e
Section 7. Processinl! 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 constructed in accordance with the Plans and Specifications therefor, 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
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 reviewthe
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
PuDding IDd Acqui.sibon Agreemoot
S72!16/OO0118266S1-4
6
e
e
e
e
Funding and Acquisition Agreement-
City o/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
anyone or more Improvements or Discrete Components and any such Improvements or Discrete
Components shall be processed for payment notwithstanding such partial denial.
Section 8. Payment. Upon approval of the Payment Request by the Director of
Public Works, the Director of Public Works shall sign the Payment Request and forward the same to
the City's Director of Administrative Services. Upon receipt of the reviewed and fully signed
Payment Request, the City's Director of Administrative Services shall, 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 offunds 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 of the 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) 1he
, 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, arid (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.
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 Specificati<;>ns.
FIIIIding and Acquisition Agre0ll10ll1
S72961OOO111266.51-4
7
FlU1dillg atld Acquisitioll Agreemellt - ..
City of Seal Beach Commll1lity Facilities District No. 2005-01 _
(pacific gateway Busi1less Center)
December 12, 2005
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 of PaYments. 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 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 therefor, 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 coverunreimbursed Actual Costs
or as otherwise consented to by the Developer shall be carried forward to be credited agm.nst 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. e
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 Pavments. 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.
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 (defmed 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
PUDding IUId Acquisition As=ent
S7296lOoo1/826651-4
8
e
e
e
e
Funding and Acquisition Agreement-
City o/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Bl./Jllness Center)
December 12,2005
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 andany other entity owned,
controlled or under common ownership or control by or ~th, as applicable, the Developer or its
managing member, and includes all general partners of any entity which is a partnership. Control
shall mean ownership offifty 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.
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 conditiona1lien 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.
The City shall be entitled to withhold payment for any Improvements hereunderto 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
Fuudmg ODd Aoquisition AgreemeDt
S7296/00011ll266S1-4
9
Fll1IIiing and Acquisition Agreement - _
City a/Seal Beach Community Facilities District No. 2005-01 _
(pacific gateway Business Center)
December 12, 2005
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 governmental 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) therefor.
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 resp~ct 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. '
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 therefor. 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.
F. Rillht-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
!lppraiser and in a form acceptable to the Director of Public Works, or upon such other basis as the
S72961OO01tS266'1-4
10
e
Funding and AoquisitiOJl AgreelD""!
e
e
e
Funding Q1Id Acquisition Agreemelll-
City of Seal Beach CommWlity Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
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 Imorovements. If the construction and
acquisition of all the Improvements theretofore listed in Exhibit A have 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 Nonconforminl!: 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 fmding is made prior to payment for the Purchase Price of such
Improvements or Discrete Component hereunder, the City may withhold payment therefor 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).
Section 12. Modification of Discrete Comoonents. 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
Funding and AcqwSlticm AareemODt
S72!161ll0011826651-4
11
Funding and Acquisition Agreement - ..
City of Seal Beach Community Facilities District No. 2005-0J ..
(Pacific gateway Business Center)
December J2. 2005
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 will only
approve modifications for payment purposes when there will 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. Ownership and Transfer of Improvements.
A. Iml'rovements to be Owned bv the Citv- Convevance of Land to City.
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 thereover, 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 ofthe 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.
e
B. Improvements to be Owned bv the City - 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
of acceptable 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 obligilted 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 of the
City.
Funding llDd Aoquisition Apomcnl
S72961ODOII8266S1-4
12
e
e
e
e
Funding and Acquisition Agreement-
City o/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12,2005
C. ImlJrovements Constructed on Private Lands. Ifany 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 convey or cause to be
conveyed acceptable title thereto in the manner described in Sections 14.1 and 14.2 hereof.
D. ImlJrovements Constructed on City 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.
E. ImlJrovements 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 ~ 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
FundiDs IlICI Aoquisition AgreomenI
sn961000 118266' 1-4
13
Funding and Acquisition Agreement - ,.
City o/Seal Beach Community Facilities District No. 2005-01 .,
(pacific gateway Business CentB1')
December 12, 2005
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. Anywarranties, guarantees
or other evidences of contingent 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.
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. e
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.
Funding IIIld Acquisition AgloemOIlt
8729610001/826651-4
14
e
e
e
e
Funding and Acquisition Agreement-
City of Seal Beach Community Facilities District No. 2005-01
(Pacific gateway Business Center)
December 12,2005
Section 16. Acknowledirement of Disclosure Reauirements. The Developer hereby
acknowledges the requirements of Rule l5c2-l2 (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.
The Developer acknowledges that it will be required to comply with the requirements
of the laws of the State of California 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 discretion. The title policy shall establish that the subject property is free and clear of any
form of mechanics lien or claim respecting the Improvem~ts, 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 shall 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. Relationshio to Subdivision Maos. Other Al!reements. Land Use
Rellu1ations. and Other Obligations of the Develooer. 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 sea. 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 l!$
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.
Fundins and Aoquiaition Apoment
S72961l1001/826651-4
15
Funding and Acquisition Agreement - ,.
City o/Seal Beach Community Facilities District No. 2005-01 _
(pacific gateway Business Center)
December 12, 2005
Section 19. RightofWav. The Developer shall dedicate, convey or 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 ofImorovements. Prior to the transfer of ownership of
the Improvements or Discrete Components thereofby 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.
Section 21. Insnection 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. Ownershin ofImnrovements. 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 l!-greement which the Developer may have entered
into or may enter into with the City pursuant to the provisions ofthe Subdivision Map Act, Section
66410 et sea. 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. '
FundiDg and Acquisition AgroameDt
S72961l1001/826651-4
16
e
e
e
e
Funding and Acquisition Agreement-
City o/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Cente1')
December 12, 2005
Section 23. RelationshiD to Public Works: Biddinll 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
oflocal, 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.
Pursuant to Section 53313.5 of the Act, the District may finance the purchase ofa
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. Imnrovement 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. Indeoendent 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.
FUDdiDg IDd Acquisition Agreement
S72961llOO 1/ll266S1-4
17
Funding and Acquisition Agreement - _
City a/Seal Beach Community Facilities District No. 2005-01 _
(pacific gateway Business Center)
December 12, 2005
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 genera1liability 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 shall include an endorsement naming the
City, its officers, employees and agents as additional insureds.
Section 27. Costs of Issuance. The Fiscal Agent Agreement governing the
issuance of the Bonds may provide for a reasonable amount of Bond proceeds t,o be set aside in a
Cost of Issuance account or similar fund or account for the payment of the 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.
Section 30. Le2al Challene:e. 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
FundiJIs and Acquisition AgreemeDt
S72961OO01/8266S1-4
18
e
e
e
e
Funding and Acquisition Agreement-
City o/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
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 Assi<m~. 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.
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 1
Long Beach, CA 90808
Attention: Stephane Wandel
City: City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
Attention: Director of Administrative Services
Copy to: Richards, Watson & Gershon
Attorneys at Law
355 S. Grand Avenue, 40th Floor
Los Angeles, CA 90071
Attention: Quinn Barrow
Each party may change its address for delivery of notice by delivering written notice of such change
of address to the other party.
Fundirlg and Acquisition Agr=m..t
87296/0001/826651-4
19
FlUlding and Acquisition Agreement - ,.
City of Seal Beach Community Facilities District No. 2005-01 _
(Pacific gateway BlISiness Center)
December 12,2005
Section 35. No Third Party 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.
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 Allreement. 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. Counteroarts. 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. Severability. 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 of this Agreement.
. . . .
e
{ Signature
Page
Follows}
57296100011826651-4
20
e
Funding IIId Acqwsilicm Alll1'ement
e
e
e
Funding and Acquisition Agreement-
City a/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
IN WIlNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first
above written.
CITY OF SEAL BEACH, a California Municipal
Corporation
By:
Mayor
ATTEST:
City Clerk
BOEING REALTY CORPORATION
By:
Its:
Fuodmg and Aoquisition AponlODI
S72!16/OOO 118266' 1-4
21
e
e'
e
Funding and Acquiaition Agreement-
City o/Seal Beach Community Facilities Diatrict No, 2005-01
(Pacific gateway Business Center)
December 12, 2005
EXHIBIT A
DESCRIPTION OF IMPROVEMENTS AND
DISCRETE COMPONENTS AND RELATED BUDGETED COSTS,
DEVELOPMENT FEES AND INCIDENTAL EXPENSES
Imnrovements
The Improvements shall be constructed pursuant to plans and specifications approved by the City and the
officials thereof.
Components ofImprovements 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, Pennits
Project Management (Not To Exceed 10% of the 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
$]5172 289
· All costs are estimales 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.
S729lYOOOI/8266S1-4
A-I
Funding and Acquisition Agreement-
City of Seal Beach Commzmity Facilities District No. 2005-01
(pacific gateway Business Center)
December 12,2005
Discrete Components ofImprovements and Related Budl!:eted Costs
Sanitary Sewer Facilities
Water Facillti..
Roadway Facilities
On-Site Roadway
ImprovemOllts
North Apollo Dr.
Apollo Court
South Apollo Dr.
Saturn Way
Land Acquisition
North Apollo Dr.
Apollo C01lrt
South Apollo Dr.
Saturn Way
Off-Site Roadway
Improvcmeots
Seal B....h Blvd.
Wcstminlllcr Ave.
Adolio Lopez Dr.
Land Acquisition
Scal Beach Blvd.
Westminster Ave.
Adolio Lopez Dr,
Roadway Excavation and Grading
Signalization and Street Lights
Westminster Ave. and Apollo Dr.
Westminster Ave. and RoadB (PA-4)
Seol 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 Bcach Blvd.
Adolfo Lopez Dr.
Total Landscape & Irrigation
Development Fees
Transportation, Sewer, Water, Storm Drain, Park
Contingency
Total Development Fe..
Dry Utilities and Joint Trench (limited to 5% of project fund amount) .
S 725,245
S 573,550
Consultant Costs
$ 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
S 6.946.107
23,385
62,634
614,286
208,208
61.204
S 969.717
$ 2,300,000
11 5.000
S 2,415.000
S 382,916
S 1,000,000
$13,012,535
$ 1,059,754
SSOO,OOO
5600,000
~ 1~1'7?1J1:q
Subtotal
Contingency -10% (Excluding Fees)
Plan Cheek, Testing, Inspection, Permilll
Project Management (Not To Exceed 10% oUhe cost ofimprovemenlll)
Total Eatimated Cost
. All costs are esilmates subject to change upon completion of plan ",view.
S7296/oool/826651-4
A-2
e
e
e
Funding and Acquisition Agreement-
City of Seal Beach Community Facilities District No. 2005-01
(Pacific gateway Business Center)
December 12, 2005
e
PACIFIC GATEWAY BUSINESS CENTER
CONSTRUCTION COST ESTIMATE
"SANITARY SEWER FACll..ITIES..
ITEM UNIT QUANTITY COST
A. 8" PVC SEWER MAIN LF 2,000 $77,000
B.8"PVCLATERAL LF 307 $10,745
C. 48" MANHOLES EA 10 $32,500
D. CONNECT TO EXISTING MANHOLE EA 2 $5,000
E. SEWER UFT STATION LS 1 $550,000
F. DE-WATERING FOR CONSTRUCTION LS 1 $50,000
Subtotal 5725,245
..W ATER FACll..ITIES..
ITEM UNIT QUANTITY COST
e A. 10" PVC WATER MAIN LF 4,170 5116,760
B. 8" DIP WATER MAIN & FITIINGS LF 3,800 5133,000
C. 6" DIP FIRE SERVICE LATERAL LF 540 514,040
D. 6" FIRE SERVICE (FDClDDC) EA 10 $80,000
E. FIRE HYDRANT EA 16 576,800
F.I0"GATEVALVE EA 41 549,200
G.8"GATEVALVE EA 16 $16,000
H. 6" GATE VALVE EA 10 $8,500
I. 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 $13,500
Subtotal 5573,550
e
87296/0001/826651-4
A-3
Funding and Acquisition Agreement-
City of Sea/ Beach Com1llU1lity Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
**ROADW AY FACILITIES"
ITEM
lt~'~~9.~'!~~~'!~~~iI$i~
NORm APOLLO DRIVE
A. 6" CURB & GUTTER
B.4" ACPAVEMENTIlO" AG. BASE
C. 4" PCC SIDEWALK (5' wide)
D. CROSS GUTTER AND SPANDRELS
E. DRIVEWAY
F. CURB RAMP
G. 6" MEDIAN CURB
H.MEDIANPAVING
UNIT QUANTITY
LF 683
SF 19,708
SF 4,427
SF 542
SF 814
EA 3
LF 193
SF 1,000
SUBTOTAL FACIIJTIES
SF 30,536
SUBTOTAL
LAND AREA
APOLLO COURT
A. 6" CURB & GUTTER
B.4" ACPAVEMENT/10" AG. BASE
C. 4" PCC SIDEWALl{ (5' wide)
D. CROSS GUTI'ER AND SPANDRELS
E. DRlVEWA Y
F. CURB RAMP
LAND AREA
LF
SF
SF
SF
SF
EA
SUBTOTALFACIUTIES
SF 54,145
SUBTOTAL
1,063
34,543
6,140
407
3,074
2
COST
e
$8,025
$45,328
$12,838
$3,878
$3,092
5750
$2,111
$4,500
580,583
5488,576
5569,159
$12,490
$79,449
517,806
$2,909
511,680
$500
5124,834
5866,320
$991,154
,e
SOUTH APOLLO DRIVE
A. 6" CURB & GUITER
B.4" AC PAVEMENT/I0" AG. BASE
C. 4" PCC SIDEWALl{ (5' wide)
D. CROSS GUTTER AND SPANDREL
E. DRNEWA Y
F. CURB RAMP
G.6" MEDIAN CURB
H. MEDIAN PAVING
I. UNDERWALKDRAIN
LF
SF
SF
SF
SF
SF
EA
LF
SF
SUBTOTAL FACIIJTIES
SF
SUBTOTAL
LAND AREA
87296/0001/826651-4
A-4
1,042
28,873
5,912
542
814
3
193
1,000
1
42,663
$12,254
$66,408
517,145
$3,875
$3,093
5750
52,171
$4,500
51,200
$111,386
$682,608
$793,994
e
e
e
e
Funding and Acquisition Agreement -
City o/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
SATURN WAY
A. 6" CURB & GUTIER
B. 4" AC PA VEMENTIlO" AG. BASE
C. 4" PCC SIDEWALK (5' wide)
D. CROSS GUTTER AND SPANDRELS
E. DRIVEWAY
F. CURB RAMP
LF
SF
SF
SF
SF
EA
SUBTOTAL FACILITIES
SF
SUBTOTAL
LAND AREA
S7296/00011826651-4
A-5
1,063
30,577
6,483
542
2,328
2
51,203
$12,490
$70,327
$18,801
$3,878
$8,846
$500
$114,842
$819,248
$934,090
FlI1lding and Acquisition Agr'eement-
City of Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Centu)
Decembu 12, 2005
,
.-
~~~!lIL~"'~~1!i!
SEAL BEACH BLVD.
A. 8ft CURB &. GUTTER LF
B. 9ft AC PAVEMENT/12" AG. BASE SF
, C.4" PCC SInEW ALK SF
D. CROSS GUTTER SF
.. E.DRIVEWAY SF
F. CURB RAMP EA 2
G.8"MEDIANCURB LF 2,751
H.SAWCUTEXIST.AC SF 3,553
I. REMOVE EXIST. AClAB SECTION SF 31,194
J. REMOVE EXIST. C&.G LF 405
K. REMOVE EXIST. CROSS-GUTTER SF 4,214
L. STRlPING LS 1
M. PLANTER WALL (near S,B.) LF 600
N. CORRECT STANDING WATER ON SEAL BEACH (PA-4 CONDITION)
NEW CATCH BASIN EA 1
18"RCP LF 900
TRENCH RESURFACING LF 900
SUBTOTAL FAClUTlES
SF 2,156
SUBTOTAL
425
19,419
1,912
822
LAND AREA
e
$5,525
$72,821
$5,927
$5,960
$0
$500
$37,826
$7,106
$46,791
$2,025
$12,642
$15,000
$12,000
$2,500
$81,000
$16,200
$323,823
$34,496
$358,319
e
LF
SF
SF
SF
SF
EA
LF
LF
SF
LF
SF
SF
SF
LS
LS
SUBTOTAL FACIUT1ES
SF 24,124
SUBTOTAL
WESTMINISTER BLVD.
A. 8" CURB &. GUTTER
B. 9" AC P A VEMEN'f/12" AG. BASE
C. 4" PCC SInEW ALK
D. CROSS GUTTER
E.DRIVEWAY
F. CURB RAMP
G. 8ft MEDIAN CURB
H. SAWCUT EXIST. AC
I. REMOVE EXIST. AClAB SECTION
J. REMOVE EXIST. C&G
K. REMOVE EXIST. CROSS-GUTIER
L. TYPE n RD. SLURRY &. RESTRIPE; EB
M. TYPE n RD. SLURRY &. RESTRlPE; WB
N. STRlPING
O. POLE RELOCATION
LAND AREA
5729610001/826651-4
A-6
1,305
62,578
12,367
1,540
4
118
1,904
47,343
1,307
10,164
56,000
104,000
1
1
$16,965
$300,374
$38,338
$11,165
$0
$1,000
$1,623
$1,904
$71,015
$6,535
$30,492
$28,000
$52,000
'$25,000
$329,262
$913,672
$385,984
$1,299,656
e
e
ADOLFO LOPEZ DRIVE
A. 8" CURB & GUTTER
B. 9" AC PA VEMENT112" AG. BASE
C. 4" PCC SIDEWALK
D. CROSS GUTTER
E.DRIVEWAY
F. CURB RAMP
G. SA WCUT EXIST. AC
H. REMOVE EXIST. AC/AB SECTION
1. STRIPING
~Aw:t~~~m!irmi
A. STREET EXCAVATION
B. STREET "ROUGH" FINISH
e
l\j.v,:hDRA1i\rAGIW;".~U'f:
.... ;::~:.:...... .
A.3'x5'RCB
B. 2'x 5' RCB
C. 2'x 4' RCB
D. 48" RCP STORM DRAIN
E. 42" RCP STORM DRAIN
F. 36" RCP STORM DRAIN
G. 30" RCP STORM DRAIN
H. 24" RCP STORM DRAIN
1. 18" RCP STORM DRAIN
], 18" PVC STORM DRAIN
K. 29"x 45" ELLIPTICAL RCP
L. 19''x 30" ELLIPTICAL RCP
M. 14''x 23" ELLIPTICAL RCP
N. CATCH BASIN, CURB OPENING, W=7'
O. CATCH BASIN, LONGITIJDINAL GRATING
P. STORM DRAIN MANHOLE
Q. MANHOLE STRUCTURE, 36" to 48"
R. MANHOLE STRUCTURE, 18" to 30"
S. RCB TO RCP TRANSmON
T. FLARED END SECTION
U. OUTLET STRUCTURE, 3'xS' RCB
V. OUTLET STRUCTURE, 29''x45'' RCP
W. CONNECT TO EXISTI. 48" RCP
e
S72961000118266S 1-4
Funding and Acquisition Agreement -
City of Seal Beach Community Facilities District No. 2005-01
(pacific gateway BlIS/ness Center)
December 12, 2005
LF
SF
SF
SF
SF
EA
SF
SF
LS
SUBTOTAL
722
29,735
3,524
$9,386
$71,364
$10,924
$0
$3,496
$500
$2,410
$12,855
$25,000
5135,935
920
2
1,205
8,570
1
CY
SF
SUBTOTAL
13,870
183,026
$15,257
$18,303
$33,560
LF 1,375 $584,375
LF 371 $139,125
LF 101 $34,845
LF 1,014 $121,680
LF 398 $44,576
LF 688 $70,176
LF 133 $12,635
LF 771 $50,115
LF 591 $30,732
LF 655 $26,200
LF 221 $35,360
LF 395 $49,375
LF 145 $13,775
EA 11 $37,400
EA 2 $6,900
EA 10 $24,500
EA 10 $39,000
EA 4 $12,800
EA 2 $10,400
EA 2 $1,300
EA 1 $12,500
EA 1 $6,500
EA 1 $1,500
SUBTOTAL $1,365,769
A-7
Funding and Acquisition Agr-eement -
City o/Seal Beach Community Facilities Dim-ic:t No. 2005-01
(pacific gateway Business Ce1fler)
December 12, 2005
}~"":A~ '~~C!~
_" .;2~" ,~..." . . 'i'
A. UPGRADElNEWTRAFFIC SIGNAL AT WESTMINSTER AVE. AND APOll.O
DR.
B. UPGRADE EXISTING TRAFFIC SIGNAL AT WESTMINSTER AVE. AND
ROAD B (pA-4) (NEW CABINET AND CONTROLLER, GREEN LEOs,
BATTERY BACK-UP)
C. UPGRADE TRAFFIC SIGNAL PLUS INTERCONNECTION AT SEAL BEACH
BLVD. AND APOll.O DR.
D. UPGRADE EXISTING TRAFFIC SIGNAL SYSTEM AT SEAL BEACH BLVD.
AND ROAD C (pA-4) (NEW CABINET AND CONTROll.ER, GREEN LEOs,
BATIERY BACK-UP)
E. CONSTRUCT A NEW TRAFFIC SIGNAL AT SEAL BEACH BLVD. AND
ADOLFO LOPEZ DR.
F. STREET UGHTS, STREET LT. DIFFERENTIAL, CABLING & FEES (BY SCE)
SUBTOTAL
$116,150
$55,450
$123,450
$55,450
$94,150
$19,820
$464,470
$6,946,1071
SUBTOTAL ROADWAY FACILITIES
S729610001/8266S1-4
A-8
e
e
e
FlDlding and Acquis/tion Agreement-
City of Seal Beach CommlDlity Facilides District No. 2005-01
(pacific gateway Business Center)
December 12,2005
e
**LANDSCAPING &: ~GATION**
ITEM
A. APOLLO COURT &: NORTH APOLLO DR.
B. SATURN WAY &: SOUTH APOLLO DR.
C. WESTMINSTER AVE.
D. SEAL BEACH BLVD.
E, ADOLFO LOPEZ DRIVE
UNIT
LS
LS
LS
LS
LS
**DRY llTll..ITIES &: JOINT TRENCH**
ITEM
QUANTITY
1
1
1
1
1
UNIT QUANTITY
COST
$23,385
$62,634
$614,286
$208,208
$61,204
5969,717
COST'
A.Gas
B. Electric
C. Underground and Common Trench
D. Telephone
LS
1
$382,916
}
SUBTOTAL
Note: Subtotal hereon limited to 5% of the total project estimated cost.
e
**CONSULTANT COSTS**
ITEM
UNIT
LS
TOTAL
Consultant Costs
QUANTITY
I
5382,916
COST
51,000,000
51,000,000
*-PUBLlC IMPROVEMENT PLAN CHECK, INSPECTION &: PERMITS**
ITEM FEE PER LOT ' NO. OF COST
LOTS
Plan check
Inspection
Pennits
LS
}
$500,000
TOTAL
5500,000
**PROJECT MANAGMENT**
ITEM UNIT QUANTITY COST
Supervision
Administration }
AccOlmting LS 1 $600,000
e Purchasing
Project Management
SUBTOTAL 5600,000
87296/00011826651-4 A-9
Fundillg and Acquisitioll Agreement-
City a/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Busilless Cellter)
December 12,2005
Develooment Fees
e
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 sha1l be spent on applicable public capital improvements within 3 years of the
date ofissuance ofthe Bonds. The amounts of the development fees are set forth below:
Breakdown of DeveloDment Fees
..DEVEWPMENT FEES..
ITEM FEE PERWT NO. OF LOTS COST
Sewer }
Water LS $2,300,000
Storm Drain
Transportation
Park
SUBTOTAL $2,300,000 e
COlltingency $115,000
TOTAL $2,415,000
Incidental Exoenses
The Incidental Expenses shall 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.
e
87296/0001/826651-4
A-10
e
e
e
Funding and Acquisition Agreement-
City a/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12, 2005
EXHIBIT B
DESCRIPTION OF PROPERTY
[Copy of Map to be Inserted when Received From Boeing Realty]
8729610001/826651-4
B-l
e
e
e
Fundillg and Acquisition Agreement -
City a/Seal Beach Community Facilities District No. 2005-01
(pacific gateway Business Center)
December 12,2005
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 ~etined 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 1 hereto. In
connection with this Payment Request, the undersigned hereby represents and warrants to the City as
follows:
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 lmowledgeable 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 1 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 1 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
requeste~ 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.
S7296fOOOI1826651-4 C-l
Fundil'lg and Acquisitioll Agreement-
City a/Seal Beach Community Facilities District No. 2005-01 e
(pacific gateway Business Center)
December 12, 2005
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 governmental 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 conformanc.e with the terms of Section 9 of the Acquisition
Agreement.
9. Neither the Developer nor any Affiliate (as defined in the Acquisition Agreement) is
in default in the payment of ad valorem real property taxes or special taxes or special assessments _
levied in the District (as defined in the Acquisition Agreement), except as follows: .
I hereby declare under penalty of peIjury that the above representations and warranties are
true and correct.
DEVELOPER:
BOEING REALTY CORPORATION
By:
Authorized Representative
of the Developer
Date:
87296100011826651-4
C-2
e
e
e
e
Fundillg and Acquisition Agreement -
City a/Seal Beach Commullity Facilities District No. 2005-01
(Pacific gateway Business Cellter)
December 12,2005
AUTHORITY:
PAYMENT REQUEST APPROVED FOR
SUBMISSION TO TIlE DIRECTOR OF
ADMINISTRATIVE SERVICES OF TIlE CITY
OF SEAL BEACH
By:
Director of Public Works
Date:
87296100011826651-4
C-3
e
Creation a/Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communications Grollp Specific Plan-
Planning Areas 2 and 3
City Council Stqff Report
December 12, 2005
ATTACHMENT 3
PETmON AND WAIVER TO CREATE A
COMMUNITY FACILmES DISTRICT AND
RELATED MATTERS, SUBMITTED BY
BOEING REALTY CORPORATION ON
DECEMBER~ 2005
e
e
Rei. of Intontion.CX:: Staft"Report
29
e
PE
ON AND WAIVER
To Create a Comma ity Facilities District and Related Matters
To The Honorable City Council
City of Seal Beach
211 Eighth Street
Seal Beach, California 90140
Members of the Council:
This is a petition to create community facilities district and related matters under the
Mello-Roos Community Facilities Act of 1982 (Section 53311 et seq. of the California
Government Code (the K Act")) and his petition states as follows:
1. Petitioners. It is su itted by the persons (whether one or more) identified below
as or for owners of the parcels of I d -identified in Exhibit B attached hereto, which parcels of
land are expected to be include within the boundaries of a community facilities district
proposed to be established by the ity of Seal Beach (the "Cityj. By submitting this petition,
such person(s) warrant to the City at they are authorized to execute it.
e
2. P ceedin ed. It asks that the City Council of the City undertake
proceedings under the Act to creat a community facilities district to be designated ''City of Seal
Beach, Community Facilities Ois ct 2005-01 (pacific Gateway Business Center)" {the "CFDj,
to levy special taxes in the CFD d to authorize special tax bonds for the CFD in an amoWlt of
not to exceed $10,000,000.
It asks that the territory to be included in the boundaries of
a map of the proposed boundaries of the CPO fIled with the
p is hereby made a part hereof as Exhibit C.
t asks that the CFO be created, the special taxes be levied to
ces, and the bonds be issuecfto finance all or a part of the
public facilities shown in Exhibit A attached hereto and made
4. Puroose of CFO.
provide public facilities and s
construction and acquisition of
a part hereof.
5. Election. It asks t the special elections to be held under the Act to authorize
the special taxes and the issuanc of the bonds and to establish any appropriations limits of the
CPO be consolidated into a singl election and that the election be conducted by the City and ilS
officials, using mailed or hand-d livered ballots and that such ballots be opened and canvassed
and the results certified at the s e meeting of the City Council as the hearings on the CPO
under the Act or as soon th as possible.
1
e
!
I
I
6. Waivers. To expedi~ the completion of the proceedings for the CFD. nIl notices
of hearings (other than published ndtices under the Act) and all notices of election, applicable
waiting periods under the Act for ~e election and all ballot analysis and arguments for the
election are hereby waived. I
7. Counteroarts. This P~tion may be signed in counterparts and shall be effective
as to any owner who signs it, regardless of whether it is signed by all owners.
By executing this' petition, J persons below agree to all of the above.
This petition is dated as of j I~A~ r .2005.
The property that is the subject OfJ
petition is identified as City of Seal I
Beach Assessor Parcel Number: 09S 010 58
I
!
I
i
I
!
j
i
I
I
r
I
!
i
. I
and the property contains a total o~
44.938 acres of land. I
I
I
I
I
I
!
e
By:
.,~ICI'L8nN._'
The address of the above owner fur
receiving notices and balJolS is:
15480 Laguna Canyon Road, Suite 200
Irvine, CA 92618
Attention: Vice-President
e
with copy to:
Boeing Law Department
4900 E. Conant Street, Building 1
Long Beach, CA 90808
Attention: Gary Rafferty, Esq.
and
Pillsbury Winthrop Shaw Pittman LLP
10250 Constellation Blvd., 21st Floor
Los Angeles, CA 90067
Attention: Low Feldman
2
e
. - - '.. .
.... ......-... . ...
I
.I
e
e
i
,
I EXHIBIT A
I
CfrV OF SEAL BEACH
Community FaciOties Distrir No. 2005-01 (Pacific Gateway Business Center)
,
I
DESCRIPTION OF FACILITIES AND SERVICES
I
The facilities (the "Facilities") and s/=rvices (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 Beac~' (the "City"). Tho cost of the Facilities and Services shall
include Incidental Expenses, inclu . g the costs associated with fonning the District, issuance of
bonds (Facilities only), determinatio of the amount of the Special Tax, collection of the Special
Tax, payment of the Special Tax, cqsts incurred ip order to cmTY out the authorized purposes of
the District, any other expenses, incidental to the construction, completion and inspection of the
authorized work and the attributabld costs of engineering and inspection. The Facilities shall be
constructed, whether or not aeqbircd in their completed states, pursuant to plans and
specifications approved by the City imd the ofticials thereof.
I
The Facilities include, but shall not />e limited to, the facilities listed below, and other facilities of
the same type or types may be sullstituted in the place of one or more of the specific facilities
listed below, together with all app~ces and appurtenant work, such as related clearing and
grubbing, grading, and any remo~r temporary signage or markings related thereto. The final
nature and .location of the Faciliti will be determined upon the preparation of final plans and
specifications for such Facilities. The Facilities may include facilities f"manced pursuant to
public agency development impact .
. f
I Facilities
Sanitary Jewer Facilities
Water F~lities
Roadwa Facilities
Landsca & Irrigation
Dry Utililies and Joint Trench
DevelopiPent Fees
I
I
i Services
I
Maintenance of parks, parkwaysl and open space on Seal Beach BoulCVlU'd aDd Westminster
Avenue within or benefiting the District.
i
e
\
\
E1fJ:l1BtI B
i
,
e\~.m~
........r.& "P..-rc \
:rg It,-- '\
0950\058 \
,
I
\
\
e
e
\
t
,
,
\
I
I
i
\
\
\
\
i
I.
\
\
\
\
~
44.9~S
\
I
e
~}.'t c
~\
e
e
Creation a/Community Facilities District-
Pacific Gateway Business Center - CFD 2005-01
Boeing Space and Communicatio1lS Group Specific Plan-
Planning Areas 2 and 3
City Council Staff Report
December 12,2005
ATTACHMENT 4
e
"PACIFIC GATEWAY BUSINESS CENTER
ENGINEER'S REPORT", PREPARED BY
TAIT & ASSOCIATES, INC., DATED MAY
2005
o EXHIBIT A
o FIGURE 2 - SANITARY FACILITIES
EXHIBIT
o FIGURE 3 - WATER FACILITIES
EXHIBIT
o FIGURE 4 - ON-SITE ROADWAY
EXHIBIT
o FIGURE 5 - OFF-SITE ROADWAY
EXHIBIT
o FIGURE 6 LANDSCAPE &
IRRIGATION EXHIBIT
NOTE: THE COMPLETE REPORT IS
AVAILABLE AT THE DEPARTMENT OF
DEVELOPMENT SERVICES FOR PUBIC
REVIEW AND WILL BE AVAILABLE AT
THE CITY COUNCIL METING FOR
PUBLIC REVIEW
e
Rosa oflDll:nt1on.CC S1affReport
30
e
--;;rI
-~
'n
., "'"
. -,
~ .
~ ~ !
.. III C
) g ~ ~
o i!i"t:l
'" !i.c
~ ~ E S
I- U -
t
e;
!
c
I~
1'3
~
CI
:z
<:
....I
I~
n
t.W
::a
i I ~
. .
SCJtI't'i'P' 1<71
MMl QIQWJlII
~z'===1
!
~
~~lii
~~~
aaa
El",El
~~~
0"..
fwa..
-~
~,
~I
; II-
j
; 1
] I
] II
I
0 I
] a.wa 0T10dY
-
i ~ I
] III
] I
]
]
D
~~~~
"
_ llNCIII'fEII
--
llClII'tV1Y S01
C'i
W
0::
:J
"
u..
1->
~~
X ><
w wz
fa J- g
I- ......:;;!
- ....l"J
...J CJ -
- :!:
o <J
<C o~
u. .,
-
>- u.:;;!
a: _~
~o
z<l:
<Co.
en
<.ill
:!!; ~~~M
en =~~
.... 8-
!:C ~~=L1
u ~<u
o LZWIIID
tn j5CIlI.n
~IE<W
- DI-"'':;:
ollI ;~c....
t::::
j:!:
........
LI'l
-
........ .
..r
o
. ~
.")
I'")
lLJ
Q::
=>
"
L.I...
I
I
1
~
~~ 1->
~::I ca<C
~~ ~ ~~
_i i~ w w~
-=rz'==:3:7 . i' !Ii en I-~
.. "
i~ w <C~
!i - <
I- <J
- i!i 51 ::; ,,~
z..
- <J
; I ! u 0<
<C ~
u. u::....
a: _~
~ Olll
~ <C <C.
~c.
lij
,
c3.
:z ll~
- c
en ~~g~
.... ~a
~ u<~~
_ :w.UIIilIil:l
~ ~i;i
'" F .
<!<~
o'<l~SE
C~
....~
~
.(;.
.
NIIMI _.Ell IICl:IJ'rf1Y &a'1
LO
~
LO
~
"'
v
o
~
<
....
()
~...--_..._.._._.~
---
- .
ocr
w
ex::
'3
-
\J..
--"
." ...-
.-.....
- --
'i~
.~'",
~ Gi%
':>': ~'5
<. ;cc."
% C)~
<. (,)'"
o 'tA
0::. _-!
U1 u.. ~
\:::'0'"
(/) .A
Z......
00...
.
Lk
u \',
-:J \, ~,
J \ -\ l
\\\\~~~'D ~
ui \\iV '~L
\ ~,
, \ ,,~~
\ \ ~, i
" ~ 'iii\
\\ O~~ .
j \, ~-0 i""
J \\ n f\ '-"-
,\ ~~-
\\ ~\
~ \,\ ~g "
~ \ ~~ r::::::--:--
\ 1\
, \
~ \
~~, \\
:1 \ \
'\ \ \
j "\.
U \ "
\~~~
o
\
\
\
\
\ JIS'I9 oteJIfl3ll ~ ~
- -
uli
'a& l!"'lt
"'l~F~
... ~-
~ ~ i
O!l." 1.
~"'1 :ll
'Q e"-.;<>
liEf,
.lIl _Oil
t:;l1-
"'
,....
i
'oj
o
,
,
,
,
,
,
,
1.0
~
6
G:
~
\'i
'i!!.t.l~
a~:s
~~w
\!!.l-~
%ui~
\~~
oi'\<
~~w
~ ~
w,.:~
r-ClO
iJ ~~3
~ 'et.lll
'c~
ca<
~~~
~~\
3 <ts
c.a C) ~
~O~
\JJ tt i
'c _\l\
~~
00..
\
Ii;
\
i
i
C".::::;
1-
. t
D Ih
---~ ------- \
\ Sr
\)~ \\~
to O~.
~
~
!:i~..
- l/."'>;l
~ Vl;F~
~\tJ\i
~ ~"\iU
~ ~
.ld \EE
,..,~
'.:C.
...
j
J
LJ.
\1
,
~ lJI3oI'Ij;II ~ acn
--
co
.
ti:
()
o 1', t:
en
:3\ \, ~~
x .
~~:
J ~ ~ \ o -
_ I
~~\
l (!)<;
TIt'Ifj .' a: C)-
0: o~
- \
~ '
, -
) u.l u..'
0.. _'
<( 0'
~<
, l 00..
~ 5
, 10
~ \
.J 0 ~ !~
, ~ ;w.si!~
i
~ w ~ 8-
1 ~ i1:l~
, ~ ~ g i..I.J
.J III \tlll
~ ""~
"'" lE-
I ~~
0__00 .....
D
,
------
,
, 0
.
,
, 'i:::::::1
, --
~ 'l:IIII3IIJ311 ~ llCl1
,
To:
Attention:
From:
Date:
SUBJECT:
AGENDA ITEM Z
Memorandum
Mayor and Members of the City Council
John B. Bahorski, City Manager
Quin!1 Barrow, City Attomey
Linda Devine, City Clerk
Mark Vukojevic, Director of Public Works/City Engineer
Lee Whittenberg, Director of Development Services ~ 4J
December 12, 2005 ~
PROVISION OF MAP EXHIBIT - FORMATION OF
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(PACIFIC GATEWAY BUSINESS CENTER)
Attached to this Memorandum is the map exhibit that is indicated in two different
locations within the Staff Report as "Copy of Map to be Inserted when Received
from Boeing RealtY'
Q Attachment 2: Exhibit C - City of Seal Beach Community Facilities District
2005-01 (Pacific Gateway Business Center) - Funding and
Acquisition Agreement, Exhibit B, Description of Property
(Page B-1 of Attachment 2)
Q Attachment 3: Exhibit C - Map
(Page before Page 30 of Staff Report)
* '* '* '*
z.:'My Documenls\8oelrgICFD\Reso of InlentiDn.CC MemD.doc\lw\12-12-ll5
S
."6"'~'a.~..
00......" ~
-u 'a.~ i ~ "0
'O~-U\~e.
\ 01 ~ III
...1>< .....
O~:>> ~fIl.
... '::!1Il
~~ 8,
~: \1Il ~..
-o~ ~ -.....0
\~ .,,1>0 0......
~.>!!a..;2<Oo~
..%.....oI..~~...
~~""~\S~~
~ ..=;YA-ceot)':
~i ~i~!~~~
,..""
.pot
o
,
\.\
~y ..t
~~~r/)\li!"""
~~y,~l
~_a~'~
~ t/.l~O-'
i'i"'-~~
QfI)~~ ~
tA~\04!;iC:>
C:>~~ ~
~',jIo4~;.t.Q~
i~~~~~
;to ~~
~ ',jIo4~
l!"':~
\~
8
N
'6
....
w.
~
III
~
i
..
o
"0
~
~~
~'-'
o.
~~
~1
~
.
""
~
oj
,....
e
'.
~
"" a
'&.... r- 1-0 If>
~o ~~ iQ).-' ~
"''1\ ~~ OP"'1 :>>
oS ... '" <Il:o..'- .P
.....1~0"'.....P~,.;; .
iI' ...~ If> 0.".;; ~ '"
Ql \ '1\ Q) Ill..... 8
';'0 oe:~~o.i....""
..0 ~""" ~ Sot ~-\-l' 0 ..
"1 '!lfll.....
\'1 'a....~... tlIl~
~ "3.... Q) U!:<t1
~~~??li!l'alll" \
';:eio ~ t ~ "oS \
~~.-C=~O~f,pt'
~.i~lIl'-''''''''O'a
U~tI)-!..uOe..-4.-"l
;0,.. ........... ".,0- a.
J;! ~ 0 ........ ....... 'a 'S'If>
e~ ~u~~~~~
Q)''~U1ll6018o1'''
.,..,....oIb'-''"'
...... (fttJ ~
~
'-'
~-'38
j!,,".
.i.- \
..~
....11>
0....
III 0
U
~ ?l'+'
t....o
0'"' :>>
Ql<ll~
.p.p \
e:'"
...0
od"6l1l
i\)<Il'"
~~.p
1><'"'
-;::;
'-"
~
t
'"
.0
l'i
III
1Il~
~6
....
!\
"'"
~Q)
~8
.....""
l'"'l
~
~
I><
o
;2<
a
...
~
....
,
-'3
1
~
9,
...
o
~
...
'"'
~ .
....:e,
~ III
ooj
~~
e:...
:i'"'
-'3
If,
'"
1
"0
~
...
'"
~ .
..."6
~Q)
c::>oj
i~
......
~'"
i
i
\
"
i
~
\
..
D
'i
\
,... ~
ti..1
l.'il\!~
.n \l) '" .....
ig\~ll
..... \:l
. .. a.
.'" 0
i; ~;~
1 "'0
~ at."""
~~1!\
eg .-
\~~ '0"0
t\ Yl\
! ..~~:a
.." 0
...'" i J:;'
\"\li
'cO 1"
'i
~
m
~
~
~
o
,
'It)
i~
, ~\ ..
~Hj (I) ~ t:
~~~~l~%
.liA \o4'ii~
.~ ~ fI) 0 iool
~~~i~~
ofl){/l~c
jiQ 91!! ~ ;ce i~
~o~
~~~\o~
~~'O ~~
~ ~--
t ~..
~~
\;
5
c-l
'6
c-l
W
w
m
~
o
~~ ft)tO
astfe
u...~.....cf.
o~~..
".,_ ",;l
~ P bU
<>'al.:
"",,__ i~'
O::3a
!~us
\oi fI-' ,
~ V10
Cl \\~:
':1 <>",$
~1~!
.
I
I
I
I
I
I
.
\
.... t"'l
.... 0
-l-' ....
S -l-' l:-
S S -l-'
S
t'i
C'3 .... I"
-l-' -l-'
S S
<:l' \.0
t"'l -l-'
-l-'
S S S
l-,un~~..!~O;Q
_1-,uno~S3\3f>U'f 50\