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HomeMy WebLinkAbout1996-11-19; City Council; 13915; RANCHO CARRILLO ASSESSMENT DISTRICT NO. 96-1 PETITION FOR SPECIAL ASSESSMENT PROCEEDINGS AND AGREEMENT FOR ACQUISITION, CONSTRUCTION, AND FINANCING OF CERTAIN PUBLIC IMPROVEMENTSr LC0 ? Q 8W OF CARLSBAD - AGENDA BILL MTG. 11/19/96 DEPT. ENGlFlN IMPROVEMENTS CONSTRUCTION, AND FINANCING OF CERTAIN PUBLIC RECOMMENDED ACTION: Adopt Resolution No. 96 -396 making findings on a petition for Special Assess Proceedings and approving an agreement for the Acquisition, Construction and Financi Certain Public Improvements for Assessment District No. 96-1. ITEM EXPLANATION: The City Council, at their meeting of April 6, 1993, approved proceeding with the formati a financing program to fund the construction of certain public improvements withii Rancho Carrillo property. Since that meeting, Continental Ranch, Inc. and the City staff worked to create a district financing plan that complies with Council Policy 33 (Assess Districts), and the general direction given by the Council at that meeting. THE PETITION FOR SPECIAL ASSESSMENT PROCEEDINGS: The Petition for special assessment proceedings is one of several legal ways to ir assessment district proceedings. The property owner can formally request the creation assessment district through a petition. The Streets and Highways Code of Cali requires 60% of the property owners to participate in order to waive the requireme additional steps and procedures. The initiation of the assessment district proceedings i manner is less expensive and indicates property owner willingness to proceed. A Petition for Special Assessment Proceedings has been executed by ninety percent ( of the ownership within the assessable area of the assessment district. The total pro1 assessable area is approximately 667 acres. Areas of General Plan Open Space are the assessment district but will have zero assessment. The City staff, working with bond counsel and Continental Ranch, Inc., has develope attached Petition for Special Assessment Proceedings. The preliminary cost c acquisition of the improvements is $22,655,013 and includes the acquisition c improvements, the cost of engineering, legal, financing and other incidentals. The pl includes a consent form which waives the right of the property owner to protest again formation of the Assessment District. The property owner has signed the petition in ac to any beneficiaries under any existing mortgage or deed of trust. The City Enginec signed the Certificate of Sufficiency of Petition stating the Petition for Special Asses Proceedings has been signed by ninety percent (90%) of the property owners. Asses district law requires the petition to be signed by owners of property representing morc 60% of the assessable area in the proposed district. Thus, Continental Ranch mor€ meets the requirements. The original Certificate of Sufficiency and Petition for S Assessment Proceedings are on file with the City Clerk. $3 UJ a, 2 .. z 0 i= 0 J ACQUISITION AGREEMENT: 0 2 3 0 0 a - Due to the time it takes to create the District, Continental Ranch, Inc. has expressed a to proceed with construction of certain public improvements included in the financing prc in advance of the creation of a district. This situation is fairly common and can be allok the discretion of the City Council. Typically, the property owner and public entity sponsc ? e Page 2 of Agenda Bill ## %l5- the financing district enter into an acquisition agreement which specifies the conditions c which the property owner may proceed with the construction of certain facilities and expe receive reimbursement for the cost of eligible improvements. The City entered into a SI agreement with the Aviara developer when Alga Road was under construction and with Carlt: the construction of improvements in Carlsbad Ranch. The City staff, working with bond counsel and Continental Ranch, has developed the atta acquisition agreement which will allow Continental Ranch to proceed with the constructic public facilities included within the financing district scheduled for formation in 1997. Undc agreement, the property owner must construct the improvements to the City's standards, an City will acquire qualifying improvements subject to the approval of the City Engineer. Staff is recommending that Council adopt the attached resolutions which will (1) accep Petitions for Special Assessment Proceedings signed by the property owners withir assessment area and initiate the assessment district proceedings and (2) approve an acqui agreement with Continental Ranch, Inc. ENVIRONMENTAL: The Planning Director has determined that the proposed acquisition district qualifies Subsequent Project that was anticipated by the EIR for the Rancho Carrillo Master Plan an MElR and is within their scopes. There will be no additional significant environmental affect to this acquisition district that were not analyzed in the ElRs and no new or additional mitis measures or alternatives are required. This Subsequent Project is, therefore, within the SCC the prior ElRs and no new environmental document nor Public Resources Code 21081 fin are required. All feasible mitigation measures or project alternatives identified in the previous which are appropriate to this Subsequent Project have been incorporated into this Subse Project. A Notice of Prior Compliance was therefore issued on October 26, 1996. No comi were received during the 20 day public review period. FISCAL IMPACT: There will be no long term costs to the City. There will be some staff time expended durir formation of the district, but these costs will be recovered from the subsequent bond issue. cost of all facilities and infrastructure to be constructed by the district will be funded throus issuance of bonds. These bonds will be repaid through assessments placed on the property the district boundary. EXHIBITS: 1. Boundary Map showing the proposed improvements. 2. Copy of Petition for Special Assessment Proceedings. 3. Copy of Certificate of Sufficiency of Petition signed by City Engineer. 4. Agreement for the Acquisition, Construction and Financing of Certain Public lmprovemei Assessment District No. 96-1 (Rancho Camllo) 5. Resolution No. 9h -%)6 making findings on a petition for Special Assessment Procec and approving an agreement for the Acquisition, Construction and Financing of Certain Improvements for Assessment District No. 96-1. .( 0 RANCHO CARRILLO ASSESSMENT DISTRICT ASSESSMENT DISTRICT NO. 96-01 PROPOSED IMPROVEMENTS I 222-012-01 222-012-02 1248' 1 31 4' ASSESSMENT DISTRICT BOUNDARY 7- PROPOSED ROADWAY IMPROVEMENTS (FOR PARTICULARS, SEE EXHIBIT AI 222-012-01 CURRENT ASSESSOR PARCEL NUMBERS e ***m***e* VALLECITOS WATER DISTRICT SEWER MAIN RELOCATION 1 0 e FILED IN THE 0 FlCE OF THE CITY CLERI /3zx;.DAYoF ;L , 1996. TO: CITY COUNCIL CITY OF CARLSBAD -c&@a m CL#%KJ PETITION FOR SPECIAL ASSESSMENT PROCEEDINGS (RANCHO CARRILLO) ASSESSMENT DISTRICT NO. 96-1 1. We, the undersigned, are the property owners of land within the area shown on the map a' hereto. We petition you to undertake special assessment proceedings for the acquisition of the fo described public improvements: The financing and installation of major public road and related facilities, togethc and for particulars, reference is made to Exhibit "A" attached hereto and made a part document. 3. We understand: 2. appurtenances, to serve and benefit properties within the boundaries of the Assessment I A.THAT the cost of the acquisition of the improvements will be charged to the land which t from the improvements, including our land; B.THAT the cost of engineering, legal and other incidental expenses will be included in the cost; C.THAT each property owner may pay his assessment either in cash without interes installments with interest over a period of years. D.THAT a preliminary estimate of the cost of acquisition of the improvements, togethc incidentals, contingencies and financing costs, is as follows (Exhibit "B"): $22,655,013.00 E.THAT property with an assessment lien is subject to judicial foreclosure in cases of delinc and non-payment. 4. We consent to the formation of the Assessment District and waive any rights to protest agai formation of said Assessment District. 5. We agree to dedicate all required rights-of-way or easements necessary for the w( improvement, all dedications to be accomplished before the ordering of the acquisition improvements. , a 0 THE UNDERSIGNED HEREBY CERTIFY UNDER PENALTY OF PERJURY THAT THEY AR OWNERS OF RECORD OF THE PROPERTY AS IDENTIFIED BELOW. NAME OF PROPERTY DATE OF OWNER & MAILING ASSESSORS TAX 4 SIGNING ADDRESS PARCEL NO. SIGNATURE Continental Ranch, Inc. 2 15-030-09 -A 2 15-03 1-05 2 15-03 1-04 22 1-0 10-1 8 22 1-0 12-1 3 221 -0 12-08 22’ -013,-09 222-0 1 1-06 222-0 1 1-05 222-0 12-02 222-012-01 222-01 0-02 MLHM, Inc. 2 15-03 1-06 22 1-0 12-12 FOR PROPERTY SUBJECT TO A SUBDIVISION DEVELOPMENT AGREEMENl THE UNDERSIGNED hereby states, as mortgagees or beneficiaries under any existing deeds of tr acknowledge and join in signature in the Petition for the above-referenced Assessment District. particulars as to any mortgagees or beneficiaries under any deeds of trust, reference is made to the copy of which is attached hereto. ASSESSOR’S DATE OF TAX SIGNING NAME OF LENDER PARCEL NO. SIGNATURE See attacl && 29 f99b DMB/AEW LANDHOLDINGS ONE, LLC, 22 1-0 12-09 / an Arizona limited liability company 222-0 1 1-05 215-031-05 22 1-0 12-1 3 gOp 9 /9f& Scripps Health, A California $$%idL: k Nonprofit Benefit Corporation 7 0 ,, I’ e SIGNATURE PAGE OF DMB/AEW LAND HOLDINGS ONE LLC TO PETITION FOR SPECIAL ASSESSMENT PROCEEDINGS (RANCHO CARRILLO) ASSESSMENT DISTRICT NO. 96-1 DMB/AEW LAND HOLDINGS ONE LLC, an Arizona limited liability company By DMB Residential, L.L.C., an Arizona limited liability company, Manager By DMB Associates, Inc., an Arizona corporation, Manager BY ,&mothy A. &hr ’ - I 8% 1248' 1314' ASSESSMENT DISTRICT BOUNDARY ym- PROPOSED ROADWAY IMPROVEMENTS (FOR PARTICULARS, SEE EXHIBIT AI 222-012-01 CURRENT ASSESSOR PARCEL NUMBERS oooooooooo VALLECITOS WATER DISTRICT SEWER MAIN RELOCATION 1 0 EXHIBIT “A” * THE FACILITUES Facilitv Description Melrose Avenue; Grading, storm drainage facilities, wat Between Palomar Airport Road and mains, sewer mains, reclaimed wat the existing northern termination of mains, pressure reducing station, curb Melrose Avenue gutters, sidewalks, medians, road ba! and pavement, striping and signs, ar adjacent slopes. landscaping of medians, parkways, ai Palomar Airport Road: Improvements necessary for tl Approximately 1000 east and 700’ construction of left-turn pockei west of the intersection of Melrose acceleration lane, deceleration lane, at Avenue median break. Includes subgrac preparation, sawcut and remove existir pavement, curbs, gutters, median islar landscape and hardscape, road base at pavement, striping and signs, and traf control. Relocation of Vallecitos Water Improvements necessary for the relocatic District Sewer Mains: of two existing force mains required due Approximately 2,900 of 12” and 24 the grading work for Melrose Avenu Force Main Includes grading within future Poinseti Lane which is necessary to relocate tl mains, trenching, force mains, ai temporary high line piping. The creation and preservation of ripari{ habitat areas due to the impacts to existii riparian habitat caused by the grading 1 Melrose Avenue. Includes gradir planting, offsite easement acquisitic maintenance, and monitoring. Riparian Mi ti gation: Creation of approximately 11 acres of riparian area Grading Vallecitos Sewer Mains Subtotal Construction Costs 724,730 409,231 $1 ,I 33,9( Grading Landscape Installation Maintenance Offsite Easement Acquisition Subtotal Construction Costs Monitoring 199,500 285,200 62,500 400,000 29,500 $976,7C Contingency at 15% Engineering, Management, inspection, Permits, Staking, Assessment Engineering, Bond Counsel, Appraisal, Financial, & Printing at 20% Total Incidental Costs 2,046,602 2,728,803 $4,775,4( Bond Reserve (I 0%) 1,841,942 Bond Discount and Issuance (5%) 920,097 Capitalized Interest (8%) 1,473,554 I Total Financing Costs $4,235,59 . 0 0 SCRIPPS HEALTH OF - I hereby certify: 1. existing under and by virtue of the laws of the State of California, held the 22nd day of April, 1993, at which meeting a quorum was present and acting throughout, the following resolution was adopted and ever since has been and now is in full force and effect: That at a meeting of the Board of Trustees of ScrippsHealth, a corporation organized and RES0LVED:That the Board of Trustees hereby authorizes the President and the Executive V President to execute any instrument in the name of and on behalf of this Corporation and to determine and direct from time to time which officers or executives of the Corporation shall have the authority to execute any instrument in the name of and on the authority of this Corporation, provided that for contracts or instruments which require specific Board approval according to established policy (including those with a value of an amount exceeding three million dollars), such approval is received first. FURTHER RESOLVED, that delegation of such authority by the President or Executive Vic President to subordinate officers or executives may be evidenced by a Secretary's Certificate executed by the Secretary or an Assistant Secretary of this Corporat;on and that such certificai shall be definitive evidence of such delegation. That Martin Buser, Executive Vice President, is authorized to execute on behalf of 2. ScrippsHealth, contracts, petitions, or other documents relating to ScrippsHealth ownership or sale of property in the city of Carlsbad in the Rancho Carillo Assessment District. IN WITNESS WHEREOF, I have hereunto set my hand this 2 9 day of October, 1996. L ,?SL- Richard R. Sheridan Secretary, ScrippsHealth resoll556im 10/28/96 0 0 CERTIFICATE OF CORPORATE RESOLUTION OF C0"TAL RANCH, 1NCm I, Julie E. Collins, Secretary of CONTINENTAL RANCH, INC. Delaware corporation (ttCorporationtt), do hereby certify that I a duly elected, qualified and acting officer of the Corporation a as such, I am familiar with the books, minutes and records of Corporation; that no provision of the Articles of Incorporation Bylaws of the Corporation requires that any action or signature the Corporation be attested by a corporate officer; that there no provision in the Articles of Incorporation or Bylaws of Corporation limiting the power of the Board of Directors to ad the hereinafter stated resolutions; that the following is a t and accurate copy of resolutions duly adopted by the Board Directors of the Corporation, on October 14, 1996 either at a d held meeting of the Board of Directors or by unanimous writ consent of all members of the Board of Directors of Corporation; and that said resolutions have not been modifi rescinded or revoked and are now in full force and effect: RESOLVED, that one signature from the President or any of Vice Presidents of the Corporation listed below is required for and all documents related to planning, engineering, mappi development or construction associated with property owned Continental Ranch, Inc.; including but not limited to ma easements, agreements, permits, dedications, etc.; and RESOLVED, the following persons are the duly elected Presid and Vice Presidents of the Corporation: Chris Chambers President Donald R. Loback Vice President W. Thomas Hickcox Vice President Donald W. MacKay Vice President David Lother Vice President RESOLVED FURTHER, that one signature from the President or of the above-designated Vice Presidents is sufficient by itself bind the Corporation in furtherance of these Resolutions. WITNESS my hand on this 14th day of October, 1996. CONTINENTAL RANCH, INC:, a Delaware corporation BY .. 0 0 c Thh Consent and Authorhadon ia mtldt 8s of the 17th day of Junc, 1996 by Eastrich No. LLC ('Eastrich"), a limltcd liability comp&y formed undcr thc lawe of the State of hlawarc. I and DMB Residential, L.L.C. ("DMD"), a llmircd Ifability company fad uxldtr thc laws of th of Arizona, arc thrt sole mnmbers of DMB/ABW Land Holdinga One LLX: ("-"), a lir: linbillty acxnpaPy fonand uddor th laws of tbr State of Atitoan. WHEREAS. DMBlAlew L proceed$g to putckasc from frDC IIomcs, k. or a6l;ates t (collectively, "m"), tfin pmpertks in California, Arizom. tuxl Georgia Listed on !khc&de I hr (thc u-) pursunat to fbe Letter of Inrent dntcd June 3,1996 between UDC as stUar. an Partntrs, L.P. (an alplliabe of Eastrich) and DMB, as nffiliatcs of thc buyer, nrodificd 88 irrdicam attachcd~randutnsndschsdutes~muDc. NOW THEREFORE, Eastrich, in its capachy as a member OB DMB/AEW, hereby mmc the acquisttloa of the PmpertW by DMBIAEW, and authorizes DMB, in its capacity as the sole member of DMB/A&w, u) 6xccute, rr?;lmnwledgc and &liver on behalf of DMB/AEW any and 2 agreemaats, CtTtifiCBted, affidavh, ~SSigsxmc~US and any and all othex instnunants or docurnmcs be rtdsonably ncccmry and apprqxiatei to efkturtc tbs acquieitibn of the hpertiw by DMBII including, witbout limitation, Atrchase and Sal0 Agrcmmm and Epcrow IastructioaS, as well na Asset Mmapment and Mark#fng Agreema with UDC with rwpect to the Prw. Any third piuty dmhg With Dm/m my rC1y Upon the cx(xution, achowkipnt, delivery of any a In CO~OQ wkh tiw aquisltbn d the hn)pcrties by 'DMQ on btbalf DMB/AEW a8 ~iuth evidence that tb -don, acknowlcdgmmt and/or delivery thereof autb0ri;ad hstcby. Ekecutcd (u an ktnmcnt Wer seal ao of thu data M forth nbove. BASTRICH NO. 193 LLC, a Delaware Mtai Lia campany By: mw%9utnm, L.P., a Dclawaxc limited pannarship By: AEwK.P., ItsC)tncsralPastner By: Am, Inc,, IIm Gcmral Panner By: L L&&& Marc L. Davidsan vlcc Prcsbnt + ,I I4 I 0, J 0 0 s!amuau i3a.a I. Ambwleigh 2. Crooked Crcek 4. MountainOh 3. Pebble Creek AriMna 1 I 2. 3. P~Othills Cbly00 'West - parCCls 130 & 2 I FW~~US C~YW West - Mc~ 2A dc 25 ~oothills Canyon west - Pal 20 4. Foothflls cauym wcst - Purcels 1% a Church 5. Wesfbrook 6. 7. Gold Canyon Ranch - Panxle 4 & 5 The View (IPxomissory Note aod Ikzbe&ial Lmertst in Rcd of Trunt) Cnlifornia 1. CanillORnnch 2- Wilh 13W.d2 2 . 1, I8 . 0 0 DMB RICSID&XYTIAL, 1L.IL.C. AUTHORIZATION b ' Juat26, 1996 Whareaa, DMB Rasidcntial L.L.C. ('DMB Residential") and Eastrich 193, UC, a Delaware limited liability company ('Eamich"), arc thc gola membe DMB/AEW Land Holdings One LE. an Arizona limited liability con ('DMBIAEW''). DMB AfMWtW, IncI ('DMB") h me Manager of RMB Rdcntial Wherean, DMB/AEW is proc+hg to purcba from UDC H~mts, h affiliates thereof (cokctivcly, "UnC"), the propertie8 in California, Arizona and ~e listed on Exhibit A attacbd hmto (the "P~opertics") putsuarrt to the Letter of : dated Junc 3, 1996 bctwccn UDC ~II Stflm W AEW Partners, L.P. (an affilfe Ba8triCh) olrrd DMB Reddential, a8 affiliates of the buyor, as modlflcd. NOW therefore, DMB Rsafdsnthl hereby authorizes aad approve acquisition of the PropCrtita by DMBIABW; DMB is &=by authorized and directed to execute and deliver on bch DMB Ruidcntial aa L member of DM]BIAEW such documr;nia and inshnrmcars of Reeidentid and DMB/AEW as may bc re@d h order to cffcctuate the acquisition Properties, including, without Iidtathn, ackmwlcdgmcntllts, agxttmenta, addcnc othcmisc), confract~, dctd8, eVidcncea Of indcbtcdms, @mantees, optiom, or plat to takc such other actions an4 executa awh othr documenrs and inatrumems ~b m rrtceaaaxy to effect the dosing of tk acquisition of thc Propcrtics; (' amendmcntr, af'fldavit8, aasignmcnts, CQtificclm, c0nsc;nts (to sarvlca of procc Such adaitional documenu and instrumants 6blX be executed on behalf of Rcsidcntial and DMB/ABW in such fom as tho Authorizcxi Signatorias (&firmed 1 cxecu~ Ibc am aliall appfovc. the cxccution thereof by such Authorized Signatoi be concluBivt cvidtncc of such Authorized Signatmierr' approval thcrcof; Dm M. &-own, in his capacity as President of DMB, Timothy A. Kaehr, capacity as Executive Vice President of DMB, and Lois Savage, in hsr capacity a! President of D)MB, are bereby ds8igMted as Authorized Signatories of DMB ar cmpowcrtb, acting alone of joinfly, to take such actions by and on bahalf of the Dl its Crrpndty as Manngcx of DMB Residential 89 are xlect~aaxy or desirable to accoi the foregoing ~CIIOIU~OIU, and to execute and deliver such documcuts and kmmc connection therewith apd in such form as ad pereone, acting dona or jointly, neccmry or appropriate; t. 06289~AA/DOC952 ., I I, .* I 0 0 FURTHER RESOILWID, that such additional documents ad instruments shall ba exccutcd on behalf of the COrporatfon and DMB Residential in such fam as che A~thdfi'kad Signrtaiica executing &C smt shli approve, the execution thereof by such Authorizad Signatoriej to be conclusive $yi&ncc of such Authorhad Signatories' approval thereof; FURTHER RESOLVED. ht Drew M. Brown, in hic cppucity as Presidcuc of the Corporation. Timotby A. ICsshr, in his capacity as Executive Vice President of thc Corporation, and his Savage, in hcr capacity as Vim President of the Corporation, are hemby d8Signattd as Authoriztd Signatories of thc Cor)pomtion, and are empowered, acting done or jointly, to take such actiam by and on bshplf of the Corporation in its capacity 1~ Mnaager of DNB Reeidcntlal88 are WsSary OT desirable to accomplish fhc Porcgoiag resolutiont. and to cxccutd and deliver such documents and instntrncnts in conwctian therewith ard in such form aa wh pmons, acting dons or jointly, deem necufiary or appropriate: FURTHFiR RESOLVED, that ail actions heretofore tiha on behalf of the Cospamtim aad by any om or dwcctor of thc Corporation in conncction with an~y of the fdrcgeit# ma- PHI f&b.d and confirmed in all r-ts as the am of tha CorpontiOn anb DMB Widmtial; and approvca any and all additional r08OlUttoaS necessary or desirable to impltmmt rmd effect ihe transactbe cmtamphbd by the foregoing rcsohltions. Such raaolutiom shall be in n form and content prepared by thc Sacxetary, approved by the Bod of Dilrectore and 61cd with the Secretary of thc Corparatim's rucords with this written coarent; PUWWEFt RESOLVED, that thc Authorized Siptoria pty: hereby authorized, in the mxne ond on behall of thc Corporation, DMB Rcsi&ntial and x)MB/AEw, to tnkc any and ail such further actions and to execute and deliver all such er agrcawntb, documentu, cbrtificstca, applications, notices and UmktakiiS, aad to incur all such fees and expenses, I~J in their ~d intent of tho forcgohig rcadutlo~; and FWt'IXBR, RESOLVED, that tha Corporation's Secretary or Asohstant Sacremy ie hereby authorkd to job rht execution of, attest to and/or affix the Corporation's corporate d ta my document, agreemaat or instrument cxmtcd by tha Alrthorizcd Sippatodes of the Coxporatioa on bchalf of tbc Copration in f&thcranct of the foregoing molutions. mm =SOLVED, thpt * had of Dhtas unaIhoUly RdOpb judgment ml be maary, appropriate or hdviublc to effect the purpose 06289(ilAA/DQC;952 ,..I l,dI 13'"IlI II.3,11 \ 0 0 All actions hcreroforc talren on behalf of DMB and by any officer or dir thereof in conrrccrion with any of tht foregoing matttrrr are ratifled and confimcd respects as the acts of RMB, DMB RssIdential and DMB/AEW; and The Authorized Slgnatorids arc hmby Whorized, in the name and on bch DMB, M Maaagcr of DMB Rcdidmthl, to take any and all auch further action$ a execute and deliver all wch fkthar agrcwmsnta, docufntncs, ccrtificatcs, applica1 notices and undcrtakings. and to incur all auch fees and expensem, a8 in their judi shall be necessaxy, appropriate or advisable to effect the purpo~: and intent Q foregoing rcsolution~. DMB RBSXIDENTIAL L.L.C., a~ Arhna limitsd liability company By DMB Adaociam, Inc., an Arizona corporation, manager BY /@#ULM I& E3mmtive Vice President& ( ( 062896/A#DOC:952 ,,I ,+ < 14 I IIII I4III, , 0 0 EXHIBIT A 6 aeaxJtta Ambarlaigh Crooked Creek Pebble Crcck Mow- 0th Arizona PoptbiU Canyon Wcst - Pards 130 and 21 Foothtllr Canyon West - Parcel 20 Paothflla Canyon Wtbt - Parcels 13B and Church Weatbrook The View (RoPnfaeoiy Note and Betaaficiary Inbrest fa Deed of Trust) Foothills CUYoa Wart - Parcels 2A ctlld 25 Chid Canyon Ranch - Pard8 4 BL J Califwnia Cdlo Izlnch wildro* ( ( 06 2896/MIDQC: 952 I . ,I I D I,, 1,IUI Id '6 I I I 1 I a 0 DM ASSOCIATES, DICv Action ,by Urunimnus Writtcn Conscut of thc Board of Directors in Lieu of Special Mccting Jufl~26. 1996 Pursuant to the authority contained in Ariz. Rev. Stat. 8101821 undereigned, constituting all of thc directors of DMB ASSOCIATES, INC., an h corporation (the 'Corporation'), do hcreby Unaaimously consent to the adoption ( following n;rolutions, without the fonnatity of convening a special met- of tht bor directors, for ami as tha actions of t&e CorporatiQton a8 of tho date set forth above. Whomas, the Corporation is thn Manager of DMB Reaidential L.L.< Arizona Umitcd liability company ('Dm ksiddndal'), PMB Rwidontid axlQ Bs NO- 1P3, LLC, E Delaware 1Mtd 1hbUty company ('Eastrich"). are the sole mci of DMB/AEW Laad HoIdinga One LLC, an Arizona limited liability COB ('DMB/AB\N"). Whclrtse, DMBIAEW ir pmceahg to pchasc &om UDC HO~CS, Is a-tcs &emf (CollectiveXy, "UDC"), thc propertien in CXii%rnia, Arizona md & listed on Exhibit A attached hereto (the ''mh") pursuant to the Ldter of ; dated Jw 3, 1996 Ween UDC a willst ad ABW Partners, L.P. (an affflir Eastdch) and DMB Rmidbntid, as affiliates of thc buyer, m modified. (' RESOLVED, that the Corporation. a8 the Manager of DMB Reridentiat, hereby authorizes and a#rovsf the rcqubition of the Properties by DMBIAEW; FURTHEIR EtEsOLVED, that tht Authotized Sigmtotics (dsf'bd below) am hcrcby 8uttroFizcd utd difectcQ to Cxclcutc and delivvtr on Muf of the Corporation, DMB Residential and DMB/AEW wu;h dacumRnts and rqirtd in ordtzr to effectuate tbrc wition of the Properties, including, without Wtntim, acknowladgmcnts, ~grWmmt& addenduma, amendmenu, nffidavita. a$8ipmcr1t.s, cdficatw, c~llscnts (to scrvicc of process or othcrwhe). c0-u. Utfda, -6, opdons, plats, or any other' htrummu and to take such othex actiom and execute such other documents ad hstmmenta u may bc -5- to &ff&t the clothg of the acquieitiw of the propsrtlta; instrumeats of the Corporation, DMlB Rtdidtntiaf and DMI3/AEW a8 my be L.. 062896/M/DOC;952 114-ii1it1 iin~lrliil ai1111 , 0 0 FURTHER RESOLVED, that thcac resolutions may be executed by the direct0 The f0Egbhg resolution8 ve addptbd and hdl bt effetti~t! PB of JU 26, 199 the Corporation in counerpnrta- L%&/ w DmM. Brom &kN. Skl 1 BcnntttI)ormme DWC' ( c L- 8 4 a bI I 1" b i. I,,1 a I, 062896/AA/DOC:952 Q e I fcxBlIBrlr A I Cbuiia Amberldgh Crooked Crrxk Mountain Oaks Pebble Crctk Mzmu FooWls Canyon W~N - Patcefr 13D ad 21 ~oothiiie canyon west - porc~i 20 Foothills Cmon Weat - puctls 15B nnd cb~xch Wsrtbmok ‘ CSbM Cqon Ranch - Parccb 4 & 5 The Vim (Prodmy Note and Bmcfic~ Intcrcat iP l[)eeb of Trust) POOthiHs CIlnyOn Wmt - PUdS 2$ md 25 Cdo R.ach WWOW 6 ‘: B, ~~za9~~~.iooc;952 I,.,.” ,I, I IUI+LII ILIIII I I 0 0 CERTIFICATE OF SUFFICIENCY OF PETITION STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CARLSBAD The undersigned hereby CERTIFIES as follows: That I am the duly appointed CITY ENGINEER of the CITY OF CARLSBAD, CALIFORNIA. That on the 12’h day of November, 1996, I reviewed a Petition for the formation of i Assessment District for certain public works of improvement, together with appurtenance appurtenant work and acquisition, where necessary, in a special assessment district knov and designated as ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) (hereinaft referred to as the “Assessment District”), a copy of which is on file in the Office of tt City Clerk. That I caused said Petition to be examined and my examination revealed that said Petition hi been signed by property owners representing more than sixty (60%) percent of the assessab area of lands within the boundaries of the proposed Assessment District, all as prescribed I Sections 2804 and 2804.5 of the Streets and Highways Code of the State of Californ (“Special Assessment Investigation, Limitation and Majority Protest Act of 1931”). That said Petition did represent ninety percent (90%) of the assessable area of property with the boundaries of the Assessment District. That said Petition meets the requirements of Sections 2804 and 2804.5 of the Streets ar Highways Code of the State of California. That written evidence has been submitted indicating that the total estimated amount of tt- proposed assessment will not exceed seventy-five percent (75%) of the estimated fair mark4 value of the lands proposed to be assessed after the proposed public improvements hac been constructed as required by Section 2804.1 of said Streets and Highways Code. Inasmuch as certain of the improvements contemplated are to be subdivision conditione improvements, said examination also revealed that the Petition has been also signed i appropriate by all mortgagees or beneficiaries under any existing mortgages or deeds of tru as required, and proof of ownership and names of mortgagees or beneficiaries, if applicable, attached hereto. Executed this 12’h day of November, 1996, at Carlsbad, California. STATE OF CALIFORNIA 0 0 AGREEMENT FOR THE ACQUISITION, CONSTRUCTION AND FINANCING OF CERTAIN PUBLIC IMPROVEMENTS (RANCH 0 CARR ILLO) ASSESSMENT DISTRICT NO. 96-1 THIS AGREEMENT is made and entered into this 9 th day of DECEMBER , 1996, by and k the CITY OF CARLSBAD, a public agency of the State of California (hereinafter referred to as and CONTINENTAL RANCH, INC. (hereinafter referred to as "Property Owner"). WHEREAS, the City is considering the formatiw of a special assessment distriGt under the ter conditions of the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Hi1 Code of the State of California, for the construction of certain public improvements, togeth appurtenances and appurtenant work within the jurisdictional limits of said City, said special asse district known and designated as ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) (her referred to as the "Assessment District"); and, WHEREAS, Section 66462 of the Government Code of the State of California ("Subdivision M: expressly authorizes financing and completion of public improvements under an appropriate assessment act, and Section 101 02 of the Streets and Highways Code ("Municipal lmprovemen 191 3") expressly authorizes the acquisition of any improvements authorized to be constructed unc law; and, WHEREAS, Property Owner, in order to proceed in a timely way with its development, de: construct and has constructed certain public works of improvement that are proposed to be includ the works of improvement for the Assessment District, namely, the improvements as set foi described in the attached, referenced and incorporated Exhibit "A": and, WHEREAS, the City and Property Owner are in agreement that the determined eligible w improvement may be included within the Assessment District financing at prices determined by sl to be reasonable; and, WHEREAS, it is the intent of this Agreement to provide that Property Owner shall, upon a SUC confirmation of assessment and sale of bonds for the Assessment District, be paid for the WI improvement which are integral and a part of the Assessment District, at the prices as determined City Engineer; and, WHEREAS, the properties within the boundaries of the Assessment District will be assessed c those portions of the works of improvement that benefit the properties within the boundaries Assessment District, and this Agreement will only cover those portions of said works of improv and, WHEREAS, in performing under this Agreement, it is mutually understood that Property owner is as an independent contractor and not an agent of the City, and City shall have no responsib payment to any contractor, subcontractor or supplier of the Property Owner; and, WHEREAS, Property Owner shall be the owner of and retain title to all of the works of improv constructed pursuant to this Agreement until such time as the City, acting pursuant to the provis the "Municipal Improvement Act of 191 3", shall acquire such works of improvement. Upon such tri such improvements shall become the property of the public agency and/or regulated utility author provide the service to the Assessment District; and, 1 0 0 WHEREAS, the City has no objection to purchasing the improvements from said Property Own Property owner is desirous that the City purchase said improvements, and at this time said improvr are owned by Property Owner; and, WHEREAS, if the work is not being constructed in a timely manner, the City may, at its option, F and install authorized facilities pursuant to applicable public contract laws, with payment to be ma( bond proceeds. Upon exercising this option, the work being constructed shall automatically be I from this Agreement. NOW, THEREFORE, IT IS MUTUALLY AGREED between the respective parties as follows: SECTION 1. SECTION 2. That the above recitals are all true and correct. The City has no financial obligation to construct the improvements, and all expe said improvements, including all incidentals thereto, shall be borne by owners of p within the Assessment District. That said City does intend to proceed with the adoption of a Resolution of Intentic however, the City reserves the right to determine the timing of such actions subsequent sale of the bonds for those facilities which are eligible for final fundir That the City agrees to acquire and finance through the use of special asse: proceedings, and Property Owner agrees to convey all completed improvements City, those improvements being all as set forth in the previously referenced Exhil Property Owner agrees to post with the City the required bonds to guaranti performance of the work and payment of all labor and materials, said bonds to be amounts as determined by the City. Property Owner shall be responsible for the maintenance and shall maintair improvements in a satisfactory condition prior to any final transfer and acceptanc No acquisition money shall be paid for any discrete component comprising a por an improvement until such discrete component to be acquired has been irrevl offered for dedication by the Property Owner free and clear of all liens, claim encumbrances. The final payment for an improvement to be acquired shall not b unless such improvement has been irrevocably offered for dedication by the Prc Owner and accepted by the City Council free and clear of all liens, claim! encumbrances. Property Owner does hereby indemnify the City against all liens, ( or encumbrances relating to any improvement to be acquired hereunder. The final facilities and actual prices to be paid for said improvements are those th City believes to be integral and reasonable and to confer special benefit on prop within the Assessment District. The estimated prices for the improvements and incidental expenses are set forth attached, referenced and incorporated Exhibit "B". Final prices shall be based up0 prices and quantities as determined by the City to be reasonable, and no other cost expenses shall be allowed unless expressly authorized by the legislative body of thc however, final payment for the work shall not exceed the maximum amoui construction as set forth in the Engineer's "Report" as confirmed by the City Cour SECTION 3. the formation of a special Assessment District for the improvements above des1 SECTION 4. SECTION 5. SECTION 6. 2 0 0 Further limitations to the amount of assessment debt shall be the following: 1. The total public lien on any property of all outstanding special assessme Mello-Roos special tax obligations will not exceed 1/3 of the appraised vali The annual installment for any public special assessment and/or Mello-Roc will not exceed 3% of the estimated purchase price of the property. 2. The Finance Director of the City will make determinations as to the above prio final confirmation of the assessment. The estimated quantities set forth in the previously referenced Exhibit "B" shall be to reflect the actual quantities of works of improvement actually constructed at p determined by the City. Any final determination shall be made by the City a: prices and quantities to be paid. The Property Owner shall provide all substantiating documentation and certifica authenticity as requested by the City in the determination of either the quantities constructed or the prices to be paid for such improvements. The costs of acquisition shall also include the necessary engineering and incidental expenses, including, but not limited to, the preparation of plans, specifi bidding and all related documentation. Said final costs and expenses arc determined upon the completion of the works of improvement and certified by t The cost for said works of improvement shall be spread in accordance with the received, as determined by the City Engineer in consultation with the Asse Engineer for the Assessment District. SECTION 7. SECTION 8. SECTION 9. SECTION 10. All plans and specifications shall be submitted by the Property Owner, improvements shall be bid and constructed in full compliance with all applicab rules and regulations as established and approved by the City Engineer. Propert) agrees to keep records and to allow the City to review said records for all b contracts let for any of the improvements. City shall have the right to inspect a of improvement at any time during construction. SECTION 11. At any time that the work is not progressing within a reasonable time limit as detc by the City Engineer, the City may provide written notice to the Property Owner event that Property Owner does not cause progress to be made on the worl satisfaction of the City within 60 days afterreceipt of such notice, this Agreement terminated by ten (10) days' written notice. Following termination, upon satisfa the other provisions of this Agreement relating to payment for improvements or ( components thereof, the Property Owner shall be paid for any component improvements set forth on Exhibit "C" hereto which it has completed prior termination. Upon termination, the City may proceed to advertise and bid the bal any improvements or components thereof that have not been completed by F Owner, and the City will have no further obligation to pay Property Owner unl Agreement with respect to the improvements or components so bid by the City. 3 0 e SECTION 12. Upon execution of this Agreement and completion of the improvements, the Ci have the right to use said improvements as determined necessary and integral works of improvement within the Assessment District. SECTION 13. The acquisition monies, upon the sale of bonds, shall be distributed pursuant to instructions executed by the Property Owner herein and any mortgagee or benl under any mortgage or deed of trust where proceeds of a loan were utilized to a financing any portion of the improvements. Cash distribution will be madc execution of the appropriate written instructions, and in the absence of instructions, the purchase price for the improvements shall be paid to the Property and any mortgagee or beneficiary of a deed of trust as their interests may (Streets and Highways CQde SeGtion 1031 1.5). SECTION 14. The City agrees that, prior to the final completion and acceptance of an impro\ listed in Exhibit "A', it will make payments to the Property Owner for certain d components of the improvements as set forth in Exhibit "C" hereto. The paymer made to the Property Owner with respect to each discrete component listed in Exh shall be determined in accordance with the procedures set forth in Section 6 Agreement as certified by the City Engineer and shall not exceed the maximum ar set forth in Exhibit "C". A reasonable amount of money due under this Agreemc to exceed 10% of the cost of the improvement or discrete component thereof beir for, may be withheld to cover final possible corrections or adjustments in the wor, final payment with respect to an improvement shall be made within 30 days of tt Council's acceptance of the improvement. SECTION 15. This Agreement is contingent upon the confirmation of assessments and successf of bonds, and it shall be null and void if said bonds are not sold within a three (: period following the date of this Agreement, or any mutually agreed extension; ho this time can be extended by request of the Property Owner and concurrence legislative body. Any sale of bonds shall be based upon recommendations of Ci and authorized consultants retained for the purposes of assisting and establishing and conditions for the sale of bonds. SECTION 16. Property Owner hereby agrees to provide written notice to any potential purchas lots in a form satisfactory to City so advising the potential owner of the fact proposed or confirmed Assessment District, with said document being executed potential owner during escrow procedures. Such notice shall be provided to the pa owner a reasonable time before the potential owner becomes contractually commi purchase the lot so that the potential owner may knowingly consider the impact assessment in the decision to purchase the lot. A copy of all such notices execul actual purchasers shall be sent to the City. SECTION 17. Property Owner agrees to and shall assume the defense of, indemnify and hold har the City, its officers and agents, from any action, damages, claims or losses of an' resulting from this Agreement, including without limitation the design, engine construction bidding, award of the contract and construction of the improvement: provision as contained herein shall in any way limit the extent of the responsibility c Property Owner for payment of damages resulting from the construction o improvements and/or any contractual relationships between Property Owner con tractor andlor subcontractors. 4 a 0 SECTION 18. This Agreement is binding upon heirs, assigns, and successors-in-interest. SECTION 19. This Agreement, by its execution, amends and supersedes any terms and conditic may be inconsistent in any previous agreement, including any subdivision impro agreement, relating to the construction, installation or financing of said improve1 SECTION 20. The prevailing party in any litigation relating to, interpreting or enforcing this Agrc shall be entitled to reasonable attorney's fees as determined by the Court. SECTION 21. This Agreement and the construction of the improvements shall be subject to laws and ordinances relating to the requirement of improvement agreemen division, improvement security or other applicable development requirements. SECTION 22. The term "City" shall mean the City Council, unless otherwise stated herein Agreement. EXECUTED by and between the parties hereto on the day and year first hereinabove written. "CITY" CITY OF CARLSBAD ATTTEST: STATE OF CALIFORNIA CITY CLERK CITY OF CARLSBAD STATE OF CALIFORNIA "PROPERTY OWNER" CONTINENTAL RANCH, INC. By: )k--+!@d. & 5 CALlFORNlA ALL-PURPO JI ACKNOWLEDGMENT 0 personally appeared /1 A ' )/,f,@ ,he &qq# &(q 0 personally known to me - OR -@proved to me on the basis of satisfactory evidence to be the person whose name(4 is/= subscribed to the within instrum1 and acknowledged to me that helsttdthq-executed same in his/M/tWuthorized capacity(-, and that his/MtheRsignature(+ on the instrument the person1 or the entity upon behalf of which the person@) act! executed the instrument. Description of Attached Document CI Individual !A Corporate Officer :_.i Partner - 17 Limited 0 General _. 0 Corporate Officer --> 0 Attorney-in-Fact ill Attorney-in-Fact Signer Is Representing: ____~ - ____. -.._._...__.._ - __~ ~~~~ -.-~ __~ ___.. ___.... -..-.. __._ fieorder Cali loll-t.7, 61 i1494 Natonal NOtaryAssoc8at8on - 8236 Rerrvnef Awe, PO Brix 7184 - Canoga Par*. CA91309-7184 Prod NO 5907 0 EXHIBIT “A” e THE FACILITIES Facili fy Description Melrose Avenue: Grading, storm drainage facilities, wa Between Palomar Airport Road and mains, sewer mains, reclaimed wa the existing northern termination of mains, pressure reducing station, curl Melrose Avenue gutters, sidewalks, medians, road bz and pavement, striping and signs, 2 landscaping of medians, parkways, 2 adjacent slopes. Palomar Airport Road: Improvements necessary for 1 Approximately 1000’ east and 700’ construction of left-turn pock€ west of the intersection of Melrose acceleration lane, deceleration lane, a Avenue median break. Includes subgra preparation, sawcut and remove existi pavement, curbs, gutters, median isla landscape and hardscape, road base a pavement, striping and signs, and tra control. Relocation of Vallecitos Water Improvements necessary for the relocati District Sewer Mains: of two existing force mains required due Approximately 2,900 of 12” and 24 the grading work for Melrose Avenl Force Main Includes grading within future Poinsel Lane which is necessary to relocate 1 mains, trenching, force mains, a temporary high line piping. The creation and preservation of ripari habitat areas due to the impacts to existi riparian habitat caused by the grading Melrose Avenue. Includes gradir planting, offsite easement acquisitic maintenance, and monitoring. Riparian Mitigation: Creation of approximately 11 acres of riparian area ‘ Grading 724,730 Vallecitos Sewer Mains 409,23 1 Subtotal Construction Costs $1,133,< Grading 199,500 Landscape Installation 285,200 Maintenance 62,500 Monitoring 29,500 Offsite Easement Acquisition 400,000 Subtotal Construction Costs $976,7 Contingency at 15% 2,046,602 Engineering, Management, Inspection, Permits, Staking, Assessment Engineering, Bond Counsel, Appraisal, Financial, & Printing at 20% Total Incidental Costs 2,720,003 $4,775,4 Bond Reserve (10%) 1,841,942 Bond Discount and Issuance (5%) 920,097 Total Financing Costs Capitalized Interest (8%) 1,473,554 $4,235,5 , Grading 3,372,760 Slope Landscaping and lmgation 2,032,330 Storm Drain 1,650,203 Water 762,884 CMWD Sewer . 58,015 I Subtotal Construction Costs I $7,876, Street Improvements 2,914,726 Parkway Landscaping and lmgation 126,644 Median Landscape and lmgation 96,300 Median Stamped Concrete 342,100 Subtotal Construction Costs $1,133,! $3,479,‘ Grading 724,730 Vallecitos Sewer Mains 586,622 Subtotal Construction Costs $1,311 ,* Grading Landscape Installation Maintenance Monitoring Offsite Easement Acquisition Subtotal Construction Costs 199,500 285,200 , 62,500 29,500 400,000 $976,i 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 e RESOLUTION NO. 96-396 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, MAKING FINDINGS ON A PETITION AND APPROVING AN AGREEMENT WHEREAS, the City Council of the City of Carlsbad has been p by a certain property owner an executed Petition requesting the installation c public improvements, together with appurtenances and appurtenant work in cc therewith, said improvements to be installed pursuant to the terms and provisio "Municipal Improvement Act of 1913", being Division 12 of the Streets and t Code of the State of California, in a special assessment district known and de as Assessment District No. 96-1 (Rancho Carrillo) (hereinafter referred tc "Assessment District"); and, WHEREAS, at this time there has been submitted to the City Cc review and approval, an Acquisition, Construction, and Financing Agreemer forth certain terms and condifions, as well as estimated prices and quantities c be installed and financed pursuant to the above references Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of tt Carlsbad, California, as follows: RECITALS 1. That the above recitations are true and correct. PETITION 2. That it is hereby found that said Petition has been si owners owning land constituting more than sixty percent (60%) of all assess: within the boundaries of the proposed Assessment District. 3. That said Petition, as filed and herein approved, mee requirements of Division 4 of the Streets and Highways Code of the State of C said Division being the "Special Assessment investigation, Limitation and 4 1 2 3 4 5 6 7 8 9 10 3.1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 * e Protest Act of 1931." applicable, as specifically set forth and authorized by Section 2804 thereof. No further proceedings or limitations under said 4. This legislative body hereby further finds and determine on written evidence submitted, that the total estimated amount of the I assessments will not exceed seventy-five percent (75%) of the estimated fa value of the land proposed to be assessed after the proposed public imprc shall have been installed. 5. That it is hereby further determined and found that saic has been signed by not only the property owners, as specified in Section 28r Streets and Highways Code, but also any mortgagee or beneficiary under i existing mortgage or deed of trust, as required by Section 2804.2 of the Str Highways Code of the State of California. 6. That said Petition shall be retained as a permanent record remain open to public inspection. ACQU IS IT ION, 1 CONSTRUCTION, AND FINANCING AGREEME! 7. That the Agreement for the Acquisition, Constructil Financing of certain Public Improvements for Assessment District No. ! submitted, is hereby approved, and execution is authorized to be made by tt and City Clerk on behalf of the City. I1 I/ I/ 11 I1 I1 I1 I1 4 8. That a copy of said Agreement shall be kept on file in pection, and a fully executed copy PASSED, APPROVED AND ADOPTED at a regular meetin NOVEMBER , 191 AYES: NOES: None .ABSENT: None Council Members Lewis, Nygaard, Kulchin, Finnila, stant City Clerk 20 21 22 23 24 25 26 27 28