RESOLUTION R2022-__
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NAPA, STATE OF CALIFORNIA, (1) AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (“AUTHORITY”) TO FORM A COMMUNITY FACILITIES DISTRICT WITHIN THE TERRITORIAL LIMITS OF THE CITY TO FINANCE CERTAIN PUBLIC IMPROVEMENTS; (2) SETTING FORTH AND APPROVING CERTAIN TERMS AND CONDITIONS OF THE COMMUNITY FACILITIES DISTRICT FINANCING; (3) APPROVING AN ACQUISITION AND FEE FUNDING AGREEMENT BETWEEN THE CITY AND NAPA REDEVELOPMENT PARTNERS, LLC; (4) AUTHORIZING CITY STAFF TO COOPERATE WITH THE AUTHORITY AND ITS CONSULTANTS IN CONNECTION THEREWITH; AND (5) DETERMINING THAT THE ACTIONS AUTHORIZED BY THIS RESOLUTION WERE ADEQUATELY ANALYZED BY A PREVIOUS CEQA ACTION WHEREAS, the City of Napa (the “City”) is a charter city duly organized and existing under and by virtue of the laws of the State of California (the “State”); and WHEREAS, the California Statewide Communities Development Authority (the “Authority”) is a California joint-exercise of powers authority lawfully formed and operating within the State pursuant to an agreement (the “Joint Powers Agreement”) entered into as of June 1, 1988 under the authority of Title 1, Division 7, Chapter 5 (commencing with Section 6500) of the California Government Code; and WHEREAS, the City is a party to the Joint Powers Agreement and by virtue thereof a member (a “Program Participant”) of the Authority; and WHEREAS, the Joint Powers Agreement was entered into to establish the Authority as an agency authorized to issue bonds to finance projects within the territorial limits of its Program Participants; and WHEREAS, the Joint Powers Agreement authorizes the Authority to undertake financing programs under any applicable provisions of State law to promote economic development, the stimulation of economic activity, and the increase of the tax base within the jurisdictional boundaries of its Program Participants; and WHEREAS, the “Mello-Roos Community Facilities Act of 1982,” being Chapter 2.5, Part 1, Division 2, Title 5 (beginning with Section 53311) of the Government Code of the State (the “Act”), is an applicable provision of State law available to, among other things, finance public improvements necessary to meet increased demands placed upon local agencies as a result of development; and WHEREAS, there is a development project (the “Development Project”) currently located in the City of Napa, described in that certain Second Amendment To And First Restatement Of Development Agreement By And Between City of Napa And Napa Redevelopment Partners, LLC, recorded in the Official Records of the County of Napa on February 26, 2020, as Document Number 2020-0005272 (the “Development Agreement”), owned by Napa Redevelopment Partners, LLC, a Delaware limited liability company (the “Developer”), and the Developer has requested the City to consider participating with the Authority in the formation of a community facilities district for the Development Project under the Act; and WHEREAS, both the Authority and the City are “local agencies” under the Act; and WHEREAS, the Act permits two or more local agencies to enter into a joint community facilities agreement to exercise any power authorized by the Act; and WHEREAS, the Development Project will promote economic development, the stimulation of economic activity, and the increase of the tax base within the City; and WHEREAS, the City desires to enter into an agreement with the Authority to authorize the Authority to form a community facilities district within the territorial limits of the City to finance the acquisition and construction of certain public improvements required of the Development Project; and WHEREAS, a form of Acquisition and Fee Funding Agreement (the “Acquisition and Fee Funding Agreement”) between the City and the Developer has been presented to the City Council and is on file with the City Clerk, and is attached hereto as Exhibit C; and WHEREAS, nothing herein requires the City to approve the use of bond proceeds to apply to any particular improvements or development fees and the City shall not be subject to liability relating to its failure to apply bond proceeds to a particular improvement or fee; and WHEREAS, nothing herein constitutes the City’s approval of any applications, Development Project entitlements and/or permits, and such, to the extent required in the future, are subject to and contingent upon City Council approval following, to the extent applicable, environmental review in compliance with the California Environmental Quality Act (“CEQA”); and WHEREAS, nothing herein affects, without limitation, requirements for and/or compliance with any and all applicable and/or necessary improvement standards, land use requirements or subdivision requirements relating to the Development Project or any portion thereof, which obligations are and shall remain independent and subsisting; and WHEREAS, the City Council is fully advised in this matter; and WHEREAS, the City Council has considered all information related to this matter, as presented at the public meetings of the City Council identified herein, including any supporting reports by City Staff, and any information provided during public meetings.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Napa, as follows:
1. The City Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct, and establish the factual basis for the City Council’s adoption of this Resolution.
2. The City Council hereby determines that the potential environmental effects of the actions authorized by this Resolution were adequately analyzed by that certain Final Environmental Impact Report for the Napa Pipe Project, bearing State Clearinghouse Number SCH2008122111 and certified by the Board of Supervisors of the County of Napa on January 14, 2013, and subsequent Addenda thereto approved and adopted by the City Council on July 22, 2014 and January 21, 2020, pursuant to the requirements of CEQA and its implementing regulations (California Code of Regulations, Title 14, sections 15000 et seq.) (hereafter, the “CEQA Guidelines”), including without limitation Section 15162 of the CEQA Guidelines.
3. This resolution shall constitute full “local approval,” under Section 9 of the Joint Powers Agreement, and under the Authority’s Local Goals and Policies (see below), for the Authority to undertake and conduct proceedings in accordance herewith and under the Act to form a community facilities district (the “Community Facilities District”) with boundaries substantially as shown on Exhibit A, attached hereto, and to authorize a special tax and to issue bonds with respect thereto.
4. The Joint Powers Agreement, together with the terms and provisions of this resolution, shall together constitute a joint community facilities agreement between the City and the Authority under the Act. As, without this resolution, the Authority has no power to conduct proceedings under the Act to form the Community Facilities District, adoption by the Commission of the Authority of the Resolution of Intention to form the Community Facilities District under the Act shall constitute acceptance of the terms hereof by the Authority.
5. This resolution and the terms of the joint community facilities agreement contained within are determined to be beneficial to residents of the City, and in the best interest of the future residents of the area within the Community Facilities District, including the area identified on the boundary map as "Future Annexation Area".
6. The Authority has adopted Local Goals and Policies as required by Section 53312.7 of the Act. The City approves the use of those Local Goals and Policies in connection with the Community Facilities District. The City hereby agrees that the Authority may act in lieu of the City under those Local Goals and Policies in forming and administering the Community Facilities District; provided, for residential property in the Community Facilities District, that the all-in effective tax rate (i.e., the annual taxes on the secured tax rolls plus the projected annual assigned special taxes of the Community Facilities District for each land use class of residential property as set forth in the rate and method) shall be not greater than 1.75% of the applicable expected home prices in the Community Facilities District on the date that the Community Facilities District is formed.
7. Pursuant to the Act and this resolution, the Authority may conduct proceedings under the Act to form the Community Facilities District , to designate one or more improvement areas, and to designate property as Future Annexation Area that will become future improvement areas upon annexation (herein, existing and future improvement areas, "Improvement Area" or "Improvement Areas"), and to have the Community Facilities District authorize the financing of the acquisition of certain public improvements to be constructed by the Developer, and the financing of certain development fee-eligible public improvements, for which the property developer will receive reimbursement or a credit for payment of fees in the manner specified in the Acquisition and Fee Funding Agreement (all of such public improvements, the “Improvements” and such development fees, the “Fees”), described on Exhibit B, attached hereto. The Improvements to be owned by the City are referred to herein as the “City Improvements.” The Fees payable to the City are referred to herein as the “City Fees.” All of the City Improvements, including City Improvements eligible for construction from payment of the City Fees, are facilities that have an expected useful life of five years or longer and are facilities that the City is authorized by law to construct, own or operate, or to which it may contribute revenue. The Acquisition and Fee Funding Agreement shall apply to the Community Facilities District as a whole, including all Improvement Areas that are, or in the future may be, established therein.
8. For the Improvements to be owned by other local agencies (the “Other Local Agencies”), including Improvements of Other Local Agencies eligible for construction from the payment of Fees the Authority will separately identify them in its proceedings, and will enter into joint community facilities agreements with those Other Local Agencies prior to issuing bonds to finance such Improvements, as required by the Act.
9. The City Council certifies to the Commission of the Authority that all of the City Improvements (including the City Improvements to be constructed with the proceeds of the City Fees) are necessary to meet increased demands placed upon the City of Napa as a result of the Development Project.
10. The Authority will apply the special tax collections initially as required by the documents under which any bonds are issued; and thereafter, to the extent not provided in the bond documents, may pay its own reasonable administrative costs incurred in the administration of the Community Facilities District. The Authority will remit any special tax revenues remaining after the final retirement of all bonds to the City and to the Other Local Agencies in the proportions specified in the Authority’s proceedings. The City will apply any such special tax revenues it receives for authorized City Improvements and its own administrative costs only as permitted by the Act.
11. The Authority will administer the Community Facilities District, including employing and paying all consultants, annually levying the special tax and all aspects of paying and administering the bonds, and complying with all State and Federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code. The City will cooperate fully with the Authority in respect of the requirements of the Internal Revenue Code and to the extent information is required of the City to enable the Authority to perform its disclosure and continuing disclosure obligations with respect to the bonds, although the City will not participate in nor be considered to be a participant in the proceedings respecting the Community Facilities District (other than as a party to the joint community facilities agreement, which terms are contained within this resolution) nor will the City be or be considered to be an issuer of the bonds. As part of the adoption by the Commission of the Authority of the Resolution of Intention to form the Community Facilities District described in Section 3 hereof, the Authority will agree to indemnify and to hold the City, its elected officials, officers, agents and employees (collectively, the “Indemnified City Parties”) harmless from any and all claims, suits and damages (including costs and reasonable attorneys’ fees) arising out of the Authority’s administration (as described in this Section 10) of the Community Facilities District. The Authority may reserve the right to enter into an agreement with the Developer whereby the Developer and the Authority agree that the Developer will assume by contract or otherwise any portion or all of this indemnification responsibility. Nothing herein requires the City or the Authority to issue bonds for the Community Facilities District nor to approve the use of bond proceeds to apply to any particular development improvement or fees and the City and the Authority shall not be subject to liability relating to their failure to apply bond proceeds to a particular improvement or fee.
12. In the event the Authority commences the collection of the special tax and/or completes issuance and sale of bonds, and bond proceeds become available to finance the Improvements (including Fees funded for Improvements), the Authority shall establish and maintain a special fund for that purpose (the “Acquisition and Construction Fund”). The portion of bond proceeds which is intended to be utilized to finance the Improvements (including Fees funded for Improvements) shall be deposited in the Acquisition and Construction Fund. The Acquisition and Construction Fund will be available both for City Improvements (including City Fees funded for City Improvements) and for the Improvements (including Fees funded for Improvements) pertaining to the Other Local Agencies and the Authority may establish separate subaccounts therein for that purpose.
13. As respects the Authority, the City agrees to fully administer, and to take full governmental responsibility for, the construction and acquisition of the City Improvements and administration and expenditure of the City Fees for City Improvements including but not limited to environmental review, approval of plans and specifications, bid requirements, performance and payment bond requirements, insurance requirements, contract and construction administration, staking, inspection, acquisition of necessary property interests in real or personal property, the holding back and administration of retention payments, and punch list administration, and the Authority shall have no responsibility in that regard. The City reserves the right to enter into an agreement with the Developer whereby the Developer and the City agree that the Developer will assume by contract any portion or all of this responsibility.
14. The City agrees to indemnify and to hold the Authority, its members, and their officers, agents and employees (collectively, the “Indemnified Parties”) harmless from any and all claims, suits and damages (including costs and reasonable attorneys’ fees) arising out of the design, engineering, construction and installation of the City Improvements. The City reserves the right to enter into an agreement with the Developer whereby the Developer and the City agree that the Developer will assume by contract any portion or all of this responsibility.
15. As respects the Authority, the City agrees – once the City Improvements are constructed according to the approved plans and specifications, and the City and the Developer have put in place their agreed arrangements for the funding of maintenance of the City Improvements – to accept ownership of the City Improvements, to take maintenance responsibility for the City Improvements, and to indemnify and hold harmless the Indemnified Parties to the extent provided in the preceding paragraph from any and all claims, etc., arising out of the use and maintenance of the City Improvements. The City reserves the right to enter into an agreement with the Developer whereby the Developer and the City agree that the Developer will assume by contract any portion or all of this responsibility.
16. The City acknowledges the requirement of the Act that if the City Improvements are not completed prior to the adoption, by the Authority Commission, of the Resolution of Formation of the Community Facilities District, the City Improvements must be constructed as if they had been constructed under the direction and supervision, or under the authority of, the City. The City acknowledges that this means all City Improvements must be constructed under contracts that require the payment of prevailing wages as required by California Labor Code Section 1720, et seq. The Authority makes no representation that this requirement is the only applicable legal requirement in this regard. The City reserves the right, as respects the Developer, to assign appropriate responsibility for compliance with this paragraph to the Developer.
17. The form of the Acquisition and Fee Funding Agreement attached hereto as Exhibit C is hereby approved, and the City Manager or the City Manager’s designee (the “Authorized Officer”) is authorized to execute, and deliver to the Developer, the Acquisition and Fee Funding Agreement on behalf of the City in substantially that form, with such changes as shall be approved by the Authorized Officer and the Developer after consultation with the City Attorney and the Authority’s bond counsel, such approval to be conclusively evidenced by the execution and delivery thereof. With this approval of the Acquisition and Fee Funding Agreement, the City Council hereby delegates to the Authorized Officer the authority to amend Exhibit A to the Acquisition and Fee Funding Agreement without further action by the City Council, as described in the Acquisition and Fee Funding Agreement.
18. After completion of the City Improvements and appropriate arrangements for the maintenance of the City Improvements, or any discrete portion thereof as provided in Section 53313.51 of the Act and in the Acquisition and Fee Funding Agreement, to the satisfaction of the City, acquisition of the City Improvements shall be undertaken as provided in the Acquisition and Fee Funding Agreement.
19. The City hereby consents to the formation of the Community Facilities District, the designation of Improvement Areas therein, the designation of the Future Annexation Area, and the annexation of property from the Future Annexation Area into the Community Facilities District as part of an existing Improvement Area or as a new Improvement Area pursuant to the Act, all in accordance with this resolution, and consents to the assumption of jurisdiction by the Authority for the proceedings respecting the Community Facilities District with the understanding that the Authority will hereafter take each and every step required for or suitable for consummation of the proceedings, the levy, collection and enforcement of the special tax, and the issuance, sale, delivery and administration of the bonds, all at no cost to the City and without binding or obligating the City’s general fund or taxing authority.
20. The terms of the joint community facilities agreement contained in this resolution may be amended by a writing duly authorized, executed and delivered by the City and the Authority, except that no amendment may be made after the issuance of the bonds by the Authority that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions, bond indentures or like instruments governing the issuance, delivery and administration of all outstanding bonds. The terms of the joint community facilities agreement contained in this resolution apply to the Community Facilities District as a whole, including all existing or future Improvement Areas established therein.
21. No person or entity, including the Developer, shall be deemed to be a third party beneficiary of this resolution, and nothing in this resolution (either express or implied) is intended to confer upon any person or entity other than the Authority (and its successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this resolution.
22. This resolution shall remain in force until all bonds have been retired and the authority to levy the special tax conferred by the Community Facilities District proceedings has ended or is otherwise terminated.
23. The City Council hereby authorizes and directs the Authorized Officer and other appropriate City staff to cooperate with the Authority and its consultants and to do all things necessary and appropriate to carry out the intent of this resolution and the Community Facilities District financing, and to execute any and all certificates and documents in connection with the bond issuance as shall be approved by the Authorized Officer after consultation with the City Attorney and the Authority’s bond counsel, including but not limited to a closing certificate in connection with the issuance of bonds for the Community Facilities District in substantially the form attached hereto as Exhibit D with such changes as shall be approved by the Authorized Officer after consultation with the City Attorney and the Authority’s bond counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
24. The City Council hereby approves delivery of a certified copy of this resolution to the Authority’s Bond Counsel, Orrick, Herrington & Sutcliffe LLP.
25. This Resolution shall take effect immediately upon its adoption.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Napa at a public meeting of said City Council held on the 15th day of November, 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: ________________________
Tiffany Carranza
City Clerk
Approved as to form:
_________________________
Michael W. Barrett
City Attorney
EXHIBIT A
COMMUNITY FACILITIES DISTRICT BOUNDARIES
ATTACHMENT 1
R2022-__ Page PAGE 1 of NUMPAGES 1 November 15, 2022
ATTACHMENT __
R2022-__ Page PAGE 1 of NUMPAGES 1 Type approved date of resolution here