Title
Adoption of Resolution Authorizing the City Manager to Execute a Supplement No. 2 to Acquisition Agreement Relating to Community Facilities District No. 13-1 (Alameda Landing Public Improvements)
Body
To: Honorable Mayor and Members of the City Council
EXECUTIVE SUMMARY
The recommended action is to adopt a resolution authorizing execution of a Supplement No. 2 to the Acquisition Agreement between the City of Alameda (City), for Community Facilities District No. 13-1, and Catellus Alameda Development, LLC. This Supplement No. 2 modifies the public improvements (and corresponding budgeted costs) to be constructed at Alameda Landing that are eligible to be financed with the proceeds of special tax bonds issued by the City through the Community Facilities District.
BACKGROUND
In connection with the development of Alameda Landing, the City Council established the City Community Facilities District No. 13-1 (Alameda Landing Public Improvements) (CFD) and entered into an Acquisition Agreement, dated November 1, 2013 for the CFD (Acquisition Agreement), between the City and Catellus Alameda Development, LLC (Catellus) (Exhibit 1). The Acquisition Agreement allowed for the use of special taxes levied on property in the CFD, and the proceeds of bonds issued by the City for the CFD, to be used to pay costs of specified public improvements to be constructed by Catellus required by the development of the Alameda Landing project.
In April of 2015, the City Council conducted proceedings to add territory to the CFD, to expand the description of the facilities authorized to be funded by the CFD, and to increase the bonded indebtedness limit of the CFD from $20,000,000 to $40,000,000. The City Council also approved a Supplement No. 1 to Acquisition Agreement (“First Supplement”) (Exhibit 2). The First Supplement allowed for construction by Catellus of public improvements required as part of developing Phase 2 of Alameda Landing and the use of CFD special taxes and of proceeds of bonds issued by the City for the CFD to pay the costs of those improvements. Those improvements included the completion of Mitchell Street to the project’s western boundary, and the building of other critical public infrastructure.
On March 17, 2016, the City issued, for the CFD, $15,415,000 of special tax bonds. The proceeds were used to reimburse Catellus for the cost of public improvements pursuant to the Acquisition Agreement as supplemented by the First Supplement. It is expected that the City will issue additional special tax bonds for the CFD as Catellus completes additional public infrastructure as provided for in the Acquisition Agreement. All special tax bonds issued for the CFD are payable solely from special taxes levied by the City on property in the CFD.
In December 2017, Catellus sold 17 acres located in the CFD to a wholly owned subsidiary of Bay Ship and Yacht (BSY), which is renovating two existing warehouses for maritime and other manufacturing and commercial uses. As a consequence of that sale, and as part of the continuing development of the balance of the property in the CFD, Catellus desires to amend and supplement the Acquisition Agreement with a Supplement No. 2 (Exhibit 3).
DISCUSSION
The CFD was formed pursuant to the City’s Special Tax Financing Improvement Code (Municipal Code Section 3-70.1 and following) for the purpose of financing public improvements necessitated by the development of Alameda Landing. The City and Catellus entered into the Acquisition Agreement whereby Catellus is obligated to construct specified public improvements and the City is obligated to use proceeds of special taxes levied on property in the CFD and the proceeds of bonds issued by the City for the CFD to pay costs of the improvements.
As noted above, a subsidiary of BSY purchased 17 acres at Alameda Landing. As a result of that transaction, some of the public improvements that were included in Supplement No. 1 to the Acquisition Agreement are no longer required to be constructed by Catellus. Therefore, Catellus has requested that the City amend the Acquisition Agreement to eliminate some of the improvements added to it by Supplement No. 1, and to reduce the budgeted cost of the improvements from $57,254,938 to $40,739,896, as a result of the property sale to the BSY subsidiary.
Staff recommends that the City Council adopt a resolution approving Supplement No. 2 to the Acquisition Agreement for the Alameda Landing CFD to remove some of the contemplated public improvements and reduce the corresponding budgeted cost of those improvements to reflect both the land sale to a BSY subsidiary and the obligation that those improvements be constructed by others pursuant to the Master Plan.
ALTERNATIVES
The City Council could decide not to approve the requested Supplement No. 2 to the Acquisition Agreement, in which case the list of public improvements and corresponding budgeted cost of the construction of those improvements would remain as listed in Supplement No. 1. As a result, the Agreement as amended would not reflect the sale of property to the BSY subsidiary and the resulting reduction in scope of the Alameda Landing public improvements to be constructed by Catellus.
FINANCIAL IMPACT
There is no impact to the General Fund to amend and supplement the Acquisition Agreement for the CFD. Catellus has agreed to pay all costs related to the amendment of the Acquisition Agreement. All costs of public improvements specified in the Acquisition Agreement, including as listed in the Second Supplement, are to be paid from funds derived from the special tax levy on property in the CFD or from the proceeds of bonds issued for the CFD. The annual costs to administer the CFD are to be paid from annual special taxes levied on property within the boundaries of the CFD.
MUNICIPAL CODE/POLICY DOCUMENT CROSS REFERENCE
The Alameda Municipal Code contains, in Section 3-70, the City of Alameda Special Tax Financing Improvement Code pursuant to which the CFD was formed, and pursuant to which the Acquisition Agreement and amendments and supplements to it are authorized.
CLIMATE IMPACTS
Approval of Supplement No. 2 to the Acquisition Agreement for CFD 13-1 has no climate impacts.
ENVIRONMENTAL REVIEW
On December 5, 2006, the City Council certified the Final Environmental Impact Report (EIR) for the Alameda Landing Mixed Use Development Project (a Supplement to the 2000 Catellus Mixed Use Development Project EIR) in accordance with the California Environmental Quality Act (CEQA) (State Clearinghouse #2006012091). The City has prepared several addenda to the 2006 SEIR.
Adoption of a Resolution Approving and Authorizing Execution of a Supplement No. 2 to Acquisition Agreement Relating to Community Facilities District No. 13-1 (Alameda Landing Public Improvements) would not generate any new or additional impacts beyond those analyzed in the EIR.
RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a Supplement No. 2 to Acquisition Agreement relating to Community Facilities District No. 13-1 (Alameda Landing Public Improvements).
CITY MANGER RECOMMENDATION:
The City Manager recommends approval of the Resolution authorizing the City Manager to execute a Supplement No. 2 to the Acquisition Agreement.
Respectfully submitted,
Debbie Potter, Community Development Director
Exhibits:
1. Acquisition Agreement
2. Supplement No. 1
3. Supplement No. 2