HomeMy WebLinkAbout1984-07-03; City Council; 7805; Rancho Carrillo Development Agreement1.
CIT-3F CARLSBAD - AGENDhLL //3A4? , b
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AB# 780s TITLE: DEPT. HD. -
MTG. 7/3/84 RANCH0 CA9RILLO DEVELOPYEN- AGREEWNT CITYATTY w
DEPT. CA CITY MGR.a
RECOMMENDED ACTION:
Approve agreement by minute motion.
ITEM EXPLANATION
The Ranch0 Carrillo Master Plan approved by Council provides:
"TO insure unified development control as required by Section 21.38.030 of the Carlsbad Municipal Code individual property owners shall cooperate with one another in order to accomplish the orderly development of property in accordance with the master plan. The individual property owners shall enter into an agreement among themselves which provides for the financing, right-of-way dedication, and construction of the public improvements required by the master plan."
The agreement must be approved by the City Council.
The City Attorney's office has reviewed the agreement and approves its form. The City Engineer and the Land Use Planning Manager have reviewed the agreement and found it consistent with the improvement requirements of the master plan.
The City is not a party to the agreement but may enforce it against the property owners as an expressly intended beneficiary of the contract.
FISCAL IMPACT
None
ENVIRONMENTAL REVIEW
None required
EXHIBITS
1 Development Agreement
2
5
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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT, hereinafter referred
to as the "Agreement", is made and entered into this IL++h
day of JWh\IE I 1984, by and between DON E. WOODWARD,
an individual, and MEISTER DEVELOPMENT CORPORATION, a
California corporation, hereinafter referred to as "Woodward";
AETNA CAPITAL COMPANY, a California corporation, hereinafter
referred to as "Aetna"; and CARRILLO RANCH0 PARTNERSHIP, a
California general partnership, hereinafter referred to as
Hcarrillo"; all of the parties hereto may sometimes herein:
after be referred to as "the parties".
RECITALS: --------
A. WHEREAS, all of the parties to this Agreement
own parcels of land which are covered by that certain Master
Plan known as The Ranch0 Carrillo Master Plan as adopted by
Carlsbad City Ordinance No. 9611, hereinafter referred to as
the "Master Plan".
B. WHEREAS, all of the parties to this Agreement
desire to enter into an agreement providing for the mutually
beneficial development of each of their properties within the
Master Plan.
C. WHEREAS, Woodward is the owner in fee simple
of that certain property listed on Exhibit "A", attached
hereto and by this reference incorporated herein.
D. WHEREAS, Aetna is the owner in fee Simple
of that certain property listed on Exhibit "B", attached
hereto and by this reference incorporated herein.
E. WHEREAS, Carrillo is the owner in fee simple
of that certain real property listed on Exhibit "C",
attached hereto and by this rcfcrence incorporated heroin.
I*' . WHEREAS, all of the parties to this Agreement
desire to comply with Condition 1 of Section 1 of Ordinance
a
No. 9611 of the City Council of the City of Carlsbad,
California, which provides in part "TO insure unified
development control as required by Section 21.38.030 of
the Carlsbad Municipal Code individual property owners
shall cooperate with one another in order to accomplish
the orderly development of property in accordance with
this master plan. The individual property owners shall
enter into an agreement among themselves which provides
for the financing, right of way dedication, and construc-
tion of the public improvements required by the master plan.'
This Agreement is intended to satisfy that condition and to
ensure that the City receives the public facilities and
improvements specified by the master plan.
WITNESSETH: ----------
NOW, THEREFORE, in consideration of the foregoing
and the covenants, promises and undertakings, as set forth
hereinafter, and the mutual benefits of each of the parties
hereto, it is understood and agreed as follows:
1. Reciprocal Improvements: Each of the parties
hereto agrees that it would be in the best interest of each
party hereto if all of the parties would agree on the orderly,
mutually beneficial improvement of each party's property
contained within the area of the Waster Plan. Each party
hereto believes that it is in its best interest to cooperate
with all other parties hereto in providing for the major
improvements to be put upon the lands contained within the
boundary set by the Master Plan, and to share the costs
thereof as hereinafthr set forth. Each party agrees to
abide by the Master Plan and the plan for development
established therein as required by the City of Carl&ad.
2. Schedule of Improvements: Attached hereto
as Exhibit "0" is an allocation of major infrastructure
costs for all of the real property contained within the area
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of the Master Plan. On said Exhibit “D” has been super-
imposed all of the improvements required by the Master
Plan which shall be constructed pursuant to this Agreement.
The parties hereto agree that each and all of the improve-
ments shall be completed and dedicated to the City as
provided in the Waster Plan provided, however, that each of '
the parties hereto retains the right to construct and offer
for dedication the improvements located on its land referred
to herein prior to the time the improvements would otherwise
be required by the Master Plan. All development on the
properties covered by this Development Agreement will be in
conformance with the Waster Plan and all City requirements.
Consistency with the Master Plan shall be determined by the
City. Nothing in this Agreement shall be construed to limit
the City's ability to approve , conditionally approve or deny
any Master Plan amendment. All property and improvements
shall be dedicated to the City free and clear of all liens
and encumbrances, except easements of record.
3. Responsible Party: The party responsible to
undertake the bidding and supervision of the contracts to
cause said improvements to be made, in accordance with the
Phasing Plan, shall be that party hereto which desires to
commence construction first, provided, however, under no
circumstances shall Carrillo be responsible for any obliga-
tion to install or pay for any of the improvements contem-
plated by the Master Plan. Furthermore, Carrillo is herewith
indemnified and held harmless by the other parties to this
Agreement from any liability or responsibility for construc-
tion of the improvements or for any obligation to reimburse
any other party to this Agreement for such improvements. By
way of example, should Woodward determine to construct "0"
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Street before Aetna has determined to construct '0" Street,
Woodward shall have the right to cause the cost of "0"
Street to be determined by asking for bids on the construc-
tion plans to improve "0" Street. Upon receipt of the bids,
Woodward shall notify Aetna of the bids and Aetna shall have
the right, for ten (10) days after receipt of notice from
Woodward, to accept or reject the bids. The parties shall
use their best efforts to agree upon a contractor and fail-
ing to agree upon a particular contractor, the lowest bid
shall be accepted. Thereafter, Woodward shall undertake to
supervise the improvements of "0" Street, in accordance with
the approved plans for the construction of "0" Street, as
approved by the City of Carlsbad, and shall cause "0" Street
to be constructed in manner satisfactory to said City. Upon
completion of the improvements the property owner on whose
land the improvements are located shall dedicate to the City
all appropriate rights of way, easements, or both, for the
improvements.
4. License to Enter Respective Properties: Each
of the parties hereto hereby grants to each of the other
parties hereto, their agents, assigns, subcontractors and
employees, a license to enter upon each of the properties of
the parties of this Agreement, for the purpose of construct-
ing the necessary improvements in accordance with the terms
and provisions of this Agreement. Said license shall auto-
matically terminate upon completion of all of the improve-
ments contemplated by this Agreement. Such completion shall
be deemed to have occurred upon the issuance of acceptance
letters by the City of Carlsbad of the improvements contem-
plated hereby.
5. Indemnity Against Personal Injury or Property
Damages: Each of the parties hereto aqrees to indemnify and
hold each of the other parties hereto, its officers, employ-
ees, agents and stockholders, free and harmless from any and
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all claims, losses, damages, injuries or liability arising
from the death or injury of any person or persons or from
the damage or destruction of any property or properties
caused by or in connection with the performance of the work
contemplated hereby.
6. No Agency Relationship: The parties hereto
acknowledge that none of the parties shall be deemed to be
the agent of any of the other parties, arising out of the
execution and performance of this Agreement.
7. Indemnity Against Liens: The party to this
Agreement who elects to be the responsible party to perform
the necessary improvements desired to be completed by that
party, agrees to indemnify and hold harmless each and every
other party to this Agreement from all damages incurred or
that may be incurred as a result of any liens or claims of
lien for labor and/or materials which may be recorded against
that party's property, provided, however, that the party to
be indemnified shall have paid the demand of the party doing
the work for reimbursement in accordance with Paragraph 3 of
this Agreement, except for Carrillo, which shall have no lia-
bility-therefor as aforesaid in Paragraph 3. Said indemnity
shall include but not be limited to attorney fees and court
costs resulting or arising therefrom. Should any lien or
claim of lien be recorded against the property or a party
to this Agreement who is not the responsible party perform-
ing the work, the party performing the work shall cause same
to be discharged within thirty (30) days after the date of
recording of same, or, if the party responsible for the work,
in its discretion and in good faith, determines that such
lien or liens should be contested, said party may contest
such lien or liens provided that in such instance said party
shall furnish reasonable security as may be necessary or
reasonably required by the party against whose property the
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lien hag been filed, to prevent the commencement of any
foreclosure proceedings against said party's property.
8. Notices: All notices or other communications
required or permitted pursuant to this Agreement shall be in
writing and shall be sent by registered or certified mail,
return receipt requested, and shall be deemed received two
(2) business days after deposit in the mail in the County of
Orange, postage prepaid, addressed to the firm to receive
such notice, at the following addresses:
If to Woodward:
5100 Campus Drive Newport Beach, California 92660 Attention: Don E. Woodward
If to Aetna:
5100 Campus Drive Newport Beach, California 92660 . Attention: Don E. Woodward
If to Carrillo:
600 *B* Street, Suite 2050 San Dfego, California 92101 Attention: Byron P. White
Notice of change of address shall be given by
written notice, the same as any other notice, as set forth
hereinbefore.
9. Time is of the Essence: Time is of the
essence of each and every term, condition, obligation and
provision hereof.
10. Captions for Convenience Only: The captions
of this Agreement are for purposes of reference and conven-
ience only and shall not limit or otherwise affect the
meaning hereof.
11. Entire Agreement: This Agreement contains
the entire agreement between the parties hereto and no addi-
tion or modification of any term or provision hereof shall
be effective unless set forth in writing and signed by all
parties hereto.
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12. Civil Rnqineer: All of the parties to this
Agreement acknowledge that it is necessary to have a civil
'. engineer to advise and assist in the planning of the improve-
ments contemplated hereby, and each of the parties hereto
approves and appoints Rick Engineering Company as the engineer
for all of the parties hereto for purposes of completing all c
of the improvements contemplated hereby. The designated civil
engineer can be replaced at any time by the mutual consent of
the parties hereto.
13. Reciprocal Covenants Running with the Land:
The parties agree that the terms and provisions of this Agree-
ment, to the extent that they constitute mutual covenants
provided for the performance of the works of improvements
contemplated hereby, are covenants running with the land as
to each and all of the parties hereto. The parties further
agree that such covenants shall bind each of the parties
hereto as well as the land of each of the parties hereto and
the successors in interest, if any, of each of the parties
hereto. The parties agree that the signatures on this Agree-
ment will not be acknowledged and that this Agreement will
not be recorded. Each of the parties hereto agrees to
indemnify and save harmless all of the other parties hereto
against any damages which may be incurred in the event that
any party hereto sells, transfers or conveys title to their
property without giving notice of the existence of this
Agreement to such third party in the event that by reason
thereof any of the parties hereto incurs any damages what-
soever. With reference to the foregoing covenants, each of
the parties hereto agrees with each of the other parties
hereto as follows:
A. In the event that any of the property of
the parties hereto is the subject matter of the sale, transfer
or conveyance, the document which contains the Agreement of
sale, transfer or conveyance, i.e. escrow instructions,
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purchase and sale agreement, contract of sale, or whatever
the same may be, shall contain a reference to this Agreement
and shall have a Xerox copy of same attached thereto, and
the said agreement shall specifically provide that the
successor in interest to any of the parties hereto shall
cause to be performed the foregoing covenants as they pertain _
to said property; and
B. In addition thereto, the party entering
such an agreement, whether it be any of the parties hereto,
shall notify all of the other parties hereto of the contem-
plated sale and of the name and address of the proposed pur-
chase or transferee at least fifteen (15)
date that the
take place.
14.
the fact that
party to this
party for any
that Carrillo
on account of
projected sale, transfer or
Successors of the Parties:
days prior to the
conveyance is to
Notwithstanding
Carrillo shall have no obligation to any other
Agreement with respect to reimbursinq any
work of improvement on Carrillo's land, and
shall have no liability to any party for and
this Agreement, Carrillo, and the other parties
to this Agreement do hereby agree, each with the other, that
should Carrillo, or any other party to this Agreement, sell
all or any portion of the lands described in Exhibits "A",
"B" and "C", each such selling party shall cause this Agree-
ment to be identified in the Agreement of Sale, Transfer or
Conveyance, as set forth in Paragraph 13 above, and each
selling party agrees to comply in all respects with the
obligations set forth in Paragraph 13. Any successor in
interest to all or any portion of the property owned by any
party to this Agreement shall be obligated to the other
parties to this Aqrecment, after such successor in interest
acquires title to all or any portion of the property which
is subject to this Agreement. Bach party to this Agreement
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agrees to negotiate with each successor in interest SO
that a proportionate share of said party's obligations
pursuant to this Agreement are accepted by such successor
in interest.
15. Reciprocal Easements and Grading Rights:
Each of the parties hereto agrees with all of the other
parties hereto to provide all necessary easements and grading
rights on their property, as required for the improvements
contemplated hereby. Each of the parties hereto agrees that
a designated engineer shall be agreed upon by all parties to
this Agreement and once identified as the "designated engineer"
shall thereafter be the sole party to determine what recipro-
cal easements and grading rights are required in order to
effect the improvements contemplated hereby and each party
agrees to execute any and all grants of easements and grading
licenses as required by the "designated engineer".
16. City Requirement of Reimbursement: The City
of Carlsbad agrees with each of the parties hereto, and each
of the parties hereto agrees with the City of Carlsbad, that
should any party hereto owe a reimbursement payment to any
other party hereto arising out of the construction of the
improvements contemplated hereby, that the City of Carlsbad
shall be entitled to withholding building permits or other
final approvals for the development of said party's land
unless and until all reimbursements required hereunder have
been made by said party and certified to by all parties to
this Agreement. The City of Carlsbad shall have no liability
of any kind or nature whatsoever to any party hereto in
connection with the tiithholding of said building permits or
other final approvals and each party hereto agrees, by execu-
tion of this Agreement, to indemnify and hold the City of
Carlsbad free and harmless from any liability growing out of
the City's acting under and pursuant to this Paragraph 16.
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All of the parties agree with each other :ind with the City
of Carlsbad that they are voluntarily entering into this
arrangement so as to insure the performance of each party
hereto of its obligiitions and duties untlor and pursu;lnt
to this Agreement. The City of Carlsbad will be asked to
approve this Agreement in writing in order to signify its
agreement to withhold said building permits or other final
approvals should said withholding become necessary due to
the failure of a party to this Agreement to pay the reim-
bursements owed pursuant to this Agreement to the other
parties hereto.
17. City Participation: Except for the purposes
of Paragraphs 2 and 16, the City is not a party obligated
by this Agreemeent but is an intended beneficiary of this
Agreement.
18. City Council Approval: Section 1 of Carlsbad
Ordinance No. 9611, rcquircs that this Agreement be approv4
by the City Council. This Agreement has been prepared to
satisfy the requirements of said ordinance and the City Council
has by motion approved the Agreement on .
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above Written.
CITY OF CARLSBAD, a municipal corporation MEISTER DEVELOPMENT CORPORATION,
By: Mayor
By: Attest/City Clerk
By:
By:
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1. Palomar Airport Road . $1,674,000
(Includes costs to construct the initial portion of Palomar Airport Road as outlined in the revision to the Carrillo Ranch Master Plan, Item 13, Palomar Airport Road, Page V-15, as approved by the Planning Commission Resolution No. 2223, December 28, 1983, and Ordinance No. 9706 as Passed and Adopted by the City Council on February 7, 1984, consisting of grading, street lights, storm drain and two 14' lanes each way, plus bonding for median.)
Allocated to adjacent property owners by frontage.
WoodwardlMeister 2,200 feet of 9,400 feet total 23%
Woodward/Aetna 700 feet of 9,400 feet total 7%
Carrillo Ranch
$ 385,020
$ 117,180
Partnership 6,500 feet of 9,400 feet total 70%
Note: Remaining Palomar Airport Road Improvements will be required with each project based on the frontage of a project as it adjoins Palomar Airport Road.
$1,171,800
2.
3.
4.
Proposed Access Road and Temporary Sewer
(Includes development of full intersection as may be approved by the City, of Palomar Airport Road to serve first 500 units, and the intersection of El Camino Real and Palomar Airport Road.)
Allocated on a l/3, l/3, l/3 basis.
WoodwardlMeister 33-l/3%
WoodwardlAetna 33-l/3%
Carrillo Ranch Partnership 33-l/3%
Note : To be requested of City when first Tentative Maps are filed.
$ 592,950
$ 197,650
$ 197,650
$ 197,650
Retention Basins $ 413,000
Allocated on an acreage basis by ownership south of Palomar Airport Road.
WoodwardlMeister 141 acres of 678 acres 21%
Woodward/Aetna 112 acres of 678 acres 16%
Carrillo Ranch Partnership 425 acres of 678 acres 63%
Relocation of Existing Force Mains
Allocated on the basis of units per ownership south of Palomar Airport Road.
WoodwardlMeister 691 DU of 2,998 DU 23%
Woodward/Aetna 729 DU of 2,998 DU 24?1
Carrillo Ranch Partnership 1,578 DU of 2,998 DU 538
s 86,730
s 66,080
$ 260,190
s 150,000
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CARRILLO RANCH ALLOCATED COSTS
EXHIBIT "D"
May 17, 1984
S 34,500
S 36,000
S 79,500
- 5. Melrose Avenue
Allocated to adjacent property owners by length within ownership. Improvements shall be constructed as per the schedule on Page V-14 of the Amended Carrillo Ranch master plan.
WoodwardMeister 2,600 feet of 6,800 feet total 38%
Uoodward/Aetna 800 feet of 6,800 feet total 12%
Carrillo Ranch Partnership 3,400 feet of 6,800 feet total SO%
Note: Melrose Avenue north of Palomar Airport road is not included.
6. Trunk Sewer to City Main, Just East of El Camino Real
(Include lift station and force main.)
Allocated on the basis of units per ownership south of Palomar Airport Road.
Woodward/Meister 691 DU of 2,998 DU 23%
Woodward/Aetna 729 DU of 2,998 DU 24%
Carrillo Ranch Partnership 1,579 DU of 2,998 DU 53%
Note: Allocation could change slightly in final computation due to additions or deletions to participating offsite ownerships.
The above calculations were based on the following figures:
Total DU 2,998 Total Acres 678*
WoodwardMeister 691 - 23% 141 - 21%
Woodward/Aetna 729 - 24% 112 - 16%
Carrillo Ranch 1,578 - 53% l *42S - 63% Partnership
$8,878,000
$3,373,640
$1,065,360
$4,439,000
$1,400,000
$ 322,000
S 336,000
$ 742,000
l Total Ranch is 745 acres.
l + Carrillo Ranch Partnership owns 492 acres of which 67 is north of Palomar Airport Road and 425 south. The 425 acres was used for calculations as the 67 acres did not enter into any acreage allocation.
EXHIBIT ID. - Page 2 /3
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