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HomeMy WebLinkAbout1997-11-18; City Council; 14435; SELECTION OF UNDERWRITER AND DISCLOSURE COUNSEL FOR THE RANCHO CARRILLO ASSESSMENT DISTRICT NO. 96-1. 1 SELECTION OF UNDERWRITER AND DISCLOSURE COUNSEL FOR THE RANCHO CARRILLO RECOMMENDED ACTION: Adopt Resolution No. selecting Stone & Youngberg as the underwriter and Jones I- disclosure counsel for the bonds to be issued for Assessment District No. 96-1 (Carrillo Ranc ITEM EXPLANATION: The City Council, at their meeting of April 6, 1993, approved proceeding with the form: financing program to fund the construction of certain public improvements within the Carri property. Continental Ranch, Inc. and the City Staff have worked to create a district financing complies with Council Policy No. 33 (Assessment Districts) and the general direction givc Council at that meeting. On November 19, 1996, Council approved the Petition for Special Assessment Proceedins Agreement for the acquisition, construction and financing of certain public improvemeni Rancho Carrillo Assessment District. The Petition initiated the assessment district proceec was signed by 90 percent of the ownership within the assessable area of the assessment dii formation of the assessment district. The Agreement allowed Continental Ranch, Inc. to pro construction of certain public improvements included in the financing program in advan formation of a district. It specified the conditions under which the property owner may procee construction and expect to receive reimbursement for the cost of eligible improvemt preliminary cost of the improvements to be financed by the district is $22,655,000 which inc acquisition of the improvements, the cost of engineering, legal, financing, and other incidenk Continental Ranch, Inc. has proceeded to construct the public improvements accordii acquisition agreement. It is now necessary for staff to form the financing team to begin wc bond issuance and the acquisition of the improvements. Under separate actions at varic Council has approved the following consultants to work on this financing: Bond Counsel Financial Advisor petition includes a consent form which waives the riaht of the property owner to protest a( Brown, Diven and Hentschke Berryman and Henigar Kadie, Jensen and Bodnar Staff is recommending that the firm of Stone and Youngberg (SSlY) and Jones Hall be ad( team. S&Y will provide underwriting services for this issue. As underwriter of the bonds, tt responsible for the marketing and sale of the bonds as well as preparing the official state participating in the coordination and timing of the bond issue. S&Y was selected basc expertise, financial resources and capability of the firm. In addition, they were among the underwriting firms identified through a Request for Qualifications process completed in June S&Y has submitted a fee estimate which is attached as Exhibit 2. The City’s financial ac reviewed the estimate and believes it to be reasonable and within the market range. By se negotiated sale is one in which the underwriter is responsible for the origination tasks, preparation of the official statement, making presentations to rating or insurance agencies, credit enhancement, etc., and works closely with the issuer in preparing an issue for sale. k of sale, the issuer, assisted by a financial advisor, negotiates with the underwriter on the pricl 0 5 Page 2 of Agenda Bill # h 4b I bonds, This is in contrast to using a competitive sales process in which the issuer perf origination tasks or pays for someone else to perform these services, and then sells the bor underwriter offering the lowest b;d meeting the terms of the sale. There are several advantages to using a negotiated sales process for this issue. These t secured by vacant land and will require a more intensive sales effort to get the best pric bonds. By hiring the underwriter now, we will be able to launch a more effective pre-sale I strategy for the bond issue. Also, a negotiated sale gives us more flexibility in the til structure of the issue. Under a negotiated sale, a target sales date is announced. However, changed if deemed necessary due to unfavorable interest rate movements. In a compet there are certain notice requirements which limit this flexibility. Similarly, the structure i enhancements of a negotiated issue can be adjusted up to the time of the sale whereas the! determined much earlier in a competitive sale. beneficial to involve the underwriter at the beginning of the process rather than at the end. Jones Hall was selected as the disclosure counsel based on their qualifications recommendation of the City Attorney. Jones Hall is a well recognized bond counsel firm served the City on a number of issues in the past with the most recent being the refunding o Rd. and College Blvd. Assessment Districts. As disclosure counsel, Jones Hall will be revi documents to ensure that all legal disclosure requirements are met. At the closing of the bc they will issue a legal opinion to the City to that affect. FISCAL IMPACT: There will be no long term costs to the City. There will be some staff time expended c formation of the district, but these costs will be recovered from the subsequent bond issue. of all improvements to be constructed by the district and the associated financing costs will I through the issuance of bonds. These bonds will be repaid through assessments place property within the district boundary. The estimates proposed by Stone and Youngberg and Jones Hall are shown in Exhibit 2 an underwriting costs are expected to range between $263,000 and $365,000 depending on quality of the final issue. These fees will be negotiated with the underwriter at the time of the bond issue. The financial advisor will assist in those negotiations to insure that the reasonable and at a market rate. Fees for the disclosure counsel are estimated at $25,000 to $30,000 plus out-of-pocket capped at $2,000. EXHIBITS: 1. Resolution No. 93- ab selecting Stone & Youngberg as the underwriter and Jones I- disclosure counsel for the bonds to be issued for Assessment District No. 96-1 (Carrillo F 2. Stone & Youngberg fee estimate. 3. Jones Hall fee estimate. For these reasons, staff believes it I 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 0 RESOLUTION NO.: 97- LSL A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD. CALIFORNIA, SELECTING STONE & YOUNGBERG AS THE UNDERWRITER AND JONES HALL AS THE DISCLOSURE COUNSEL FOR BONDS TO BE ISSUED FOR ASSESSMENT DISTRICT NO. 96-1 (CARRILLO RANCH) WHEREAS, the City Council of the City of Carlsbad at thei meeting of April 6, 1993, approved proceeding with the formation of : financing program to fund the construction of certain public improvement within the Carrillo Ranch property; WHEREAS, on November 19, 1996, Council approve the Petition for Special Assessment Proceedings and an Agreement fc the acquisition, construction and financing of certain public improvement for the Rancho Carrillo assessment district; WHEREAS, under separate actions at various time! Council has approved the following consultants to work on this financing: Bond Counsel Assessment Engineer Berryman and Henniger Financial advisor Brown, Diven and Hentschke Kadie, Jensen and Bodnar WHEREAS, staff is recommending that Stone at Youngberg (S&Y) be selected as the undewriter and Jones Hall t selected as the disclosure counsel for the proposed bond issue for tl acquisition of the facilities to be financed by the Rancho Carri assessment district; 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 20 WHEREAS, the proposals submitted by Stone and Youngberg to provide unc services and Jones Hall to provide the disclosure counsel services have been review City’s financial advisor and found to be reasonable; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of California, as follows: 1. 2. That the above recitations are true and correct. That the proposals by Stone and Youngberg (S&Y) for underwriting se the proposal fi-om Jones Hall for disclosure counsel services are accepted. PASSED, APPROVED AND ADOPTED at a regular meeting of the Car , 1997 by the following vote, to Council Members Lewis, Finnila, Nygaard, Kulchin, and H Council held on the 18th day of NOvmber AYES: NOES: None ABSENT: None ATTEST: __ ALETHA L. (SEAL) EXHIBIT 2 0 0 Stone & Youngberg LLC ‘a Established 1931 September 19, 1997 Lisa Hildabrand, Finance Director City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, California 92008- 1989 Regarding: City of Carlsbad Assesment District No. 96- 1 Rancho Carrillo Dear Lisa: As a follow-up to our conversations earlier this week, I am enclosing an estimate of underwritin! the financing, depending on the underlying credit quality of the issue. Given the significant differences that can exist between non-rated land secured bonds, we believe that defining a rangc the underwriting discount makes sense at this point in the financing process. The following disc summarizes our thinking regarding the attached fee proposal. Sales Takedown and Underwriting Risk To the extent that the Rancho Carrillo Assessment District demonstrates a strong value-to-lien, \ believe that Bonds can be marketed to a wider audience with less of a “story” than an issue with lower value-to-lien. We therefore anticipate a lower sales takedown for a stronger issue, reflecti more straight-forward marketing effort. Conversely, with a lower value-to-lien, the more compl marketing process would require a higher sales takedown. The underwriting risk portion would likewise be lower for a higher quality issue, as we anticipate a lower amount of Bonds remaining inventory at the point when we underwrite the issue. The “on-the-market ” validity of the takeda and risk portions of the discount would be conzrmed at the time ofpricing with your financial at Management Fee The management fee component of the discount represents the time and effort to structure the financing and is intended to approximate the fee paid to bond counsel. We will agree to cap this portion of the discount at the amount paid to bond counsel. Expenses The various expense components of the underwriting discount are anticipated to remain constanl given issue size, regardless of the credit-quality of the issue. I have not included an allowance fi undenvriter’sldisclosure counsel, an item which, as we discussed, could also be paid out of the g costs of issuance for the financing. I anticipate that this cost would approximate $20,000 to $25 for the above financing. The schedule on the attached page presents two alternative fee schedule 50 California Street - San Francisco, California 94111 - 415/981-1314 0 e I look forward to working with you and the City’s financing team on this engagement. Please ca at (415)-445-2329 if you have any questions regarding our fee proposal. 4 JC:rt:enclosures #13038 cc: Bill Huck Fixed Expenses Total Travel Expenses 500 CUSIP Fees 180 DTC Fees 540 Comm./Fed Ex 300 Fixed Expenses 1,520 Variable Expenses $1000 Overnight Loan $0.15 Day Loan 0.05 MSRB Assessment 0.03 PSA Assessment 0.03 CPSA Assessment. 0.01 CDAC Fees 0.25 Contingency 0.03 Variable Expenses $0.55 J" e= rn~ AGREEMENT BY AND BETWEEN THE CITY OF CARLSBAD AND JONES HALL, A PROFESSIONAL LAW COWORATION, FOR DISCLOSURE COUNSEL SERVICES (Rancho Carrillo Assessment DistricO -w. THIS AGREEMENT is entered into the \q day of November, 1997, by and between tl CITY OF CARLSBAD, a municipal corporation organized and existing under the laws of tl State of California (the "City") and JONES HALL, A PROFESSIONAL LA1 CORPORATION, San Francisco, California ("Attorneys"). W I T N E S S E T H: WHEREAS, the City is proceeding to issue its assessment bonds (the "Bonds") for tl purpose of financing improvements within the Rancho Carrillo Assessment District (t "Assessment District"), and WHEREAS, in order to accomplish the successful issuance and sale of the Bonds, t City requires the services of legal counsel to prepare the official statement and otherw perform as disclosure counsel; NOW, THEREFORE, THE PARTES HERETO MUTUALLYAGREEAS FOLLOWS: 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the followi services in connection with the issuance of the Bonds: A. Consultation and cooperation with the City officials, attorneys, financing consultants and other consultants, underwriters, staff and employees of the City and assisting in the formulation of a coordinated issuance and sale of the Bonds. B. Based on materials gathered by Attorneys and discussions engaged in by Attorneys with other participants in the financing, drafting the Preliminary Official Statement describing the Bonds to incorporate information derived from such materials and discussions. C. Making such revisions to the Preliminary Official Statement describing the Bonds as, based on the final pricing information with respect to the Bonds, is necessary to put the Official Statement into final form. D. Preparing a draft of the agreement by and between the City and the underwriter of the Bonds, governing the terms and provisions upon which the Bonds are sold by the City to such underwriter. Preparing a continuing disclosure certificate or agreement for execution by the City and/or representatives of major landowners within the Assessment District, for the purpose of enabling the underwriter of the Bonds to comply with S.E.C. Rule 15~2-12. E. b-' 0 e 1 F. Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion stating that based upon their consultation with representatives of the City and others concerning the contents of the Official Statement, nothing has come to their attention to lead them to believe that the Official Statement (except for any financial statements and the financial and statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, any insurance with respect to the Bonds and the information concerning The Depository Trust Company and its book-entry system, as to which no opinion need be expressed) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading G. It is understood that Attorneys do not undertake to determine independently and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement describing the Bonds. Attorneys shall not be responsible for preparing any proceedings, reviewing legal issues or rendering opinions to the extent such proceedings, legal issues and opinions are within the scope of engagement of the legal firm acting as bond counsel on the transaction. H. Attending all meetings deemed necessary by Attorneys in the performance of the services hereunder, or requested by City staff. 2. Compensation. For the services of Attorneys listed in Section 1 the City will p Attorneys a flat fee equal to $25,000, provided that in the event the extent of Attorneys' wc hereunder exceeds the amount estimated by Attorneys to be required as of the date of tl Agreement, Attorneys reserve the right to request additional compensation (not to exce $30,000 under any circumstances) to reflect the additional amount of work actually performi In addition, the City shall pay to Attorneys all direct out-of-pocket expenses (not to exce $2,000) for travel outside the State of California (if any), photocopying, messenger and delivc services and costs of preparing transcripts of proceedings, which expenses are incurred connection with the services rendered by Attorneys hereunder. Payment of said fees a expenses to Attorneys shall be due upon the issuance of Bonds and the delivery of the procec thereof to the City. Said fees and expenses shall be payable solely from the proceeds of j Bonds and from no other funds of the City, and shall be entirely contingent upon the success sale and delivery of the Bonds. 3. Responsibilities of the City. The City shall cooperate with Attorneys and SI furnish Attorneys with certified copies of all proceedings taken by the City, or otherw deemed necessary by Attorneys to render the opinion described in paragraph F of Section 1 this Agreement. All costs and expenses incurred incidental to the actual issuance and deliv of Bonds, including the cost and expense of preparing certified copies of proceedings requi by Attorneys in connection with the issuance of the Bonds, the cost of preparing the Bonds execution and delivery, all printing costs and publication costs, and any other expen incurred in connection with the issuance of Bonds, shall be paid from Bond proceeds. 4. Termination of Agreement. This Agreement may be terminated by the City at i time by giving written notice to Attorneys with or without cause. In the event of termination, finished and unfinished documents, exhibits, project data, reports, and evidence shall, at option of City, becomes its property and shall be delivered to it by Attorneys. -2- 0 0 6’ i IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as the date first above written. JONES HALL, A PROFESSIONAL LAW CORPORATION BY -3- c 0 0 z AGREEMENT FOR THE ACQUISITION, CONSTRUCTION AND FINANCING OF CERTAIN PUBLIC IMPROVEMENTS (RANCHO CARRILLO) ASSESSMENT DISTRICT NO. 96-1 THIS AGREEMENT is made and entered into this 9 th day of DECEMBER , 1996, by and b 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 formation of a special assessment district under the ten conditions of the "Municipal Improvement Act of 191 3, being Division 12 of the Streets and Hi! 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) (her1 referred to as the "Assessment District"); and, WHEREAS, Section 66462 of the Government Code of the State of California ("Subdivision Ma expressly authorizes financing and completion of public improvements under an appropriate assessment act, and Section 101 02 of the Streets and Highways Code ("Municipal Improvemen, 191 3") expressly authorizes the acquisition of any improvements authorized to be constructed unc WHEREAS, Property Owner, in order to proceed in a timely way with its development, des 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 si to be reasonable; and, WHEREAS, it is the intent of this Agreement to provide that Property Owner shall, upon a suo confirmation of assessment and sale of bonds for the Assessment District, be paid for the wc 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 o 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 improvc 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 responsibi 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 provisi the "Municipal Improvement Act of 191 3", shall acquire such works of improvement. Upon such tr; such improvements shall become the property of the public agency and/or regulated utility authori provide the service to the Assessment District; and, 1 law; and, 0 8 ., WHEREAS, the City has no objection to purchasing the improvements from said Property Owne Property owner is desirous that the City purchase said improvements, and at this time said improve are owned by Property Owner; and, WHEREAS, if the work is not being constructed in a timely manner, the City may, at its option, pr and install authorized facilities pursuant to applicable public contract laws, with payment to be mad1 bond proceeds. Upon exercising this option, the work being constructed shall automatically be d 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 exper said improvements, including all incidentals thereto, shall be borne by owners of pi within the Assessment District. SECTION 3. That said City does intend to proceed with the adoption of a Resolution of Intentic the formation of a special Assessment District for the improvements above des1 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 asseh proceedings, and Property Owner agrees to convey all completed improvements City, those improvements being all as set forth in the previously referenced Exhi Property Owner agrees to post with the City the required bonds to guarant 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 maintai improvements in a satisfactory condition prior to any final transfer and acceptanc No acquisition money shall be paid for any discrete component comprising a po an improvement until such discrete component to be acquired has been irreL offered for dedication by the Property Owner free and clear of all liens, clain encumbrances. The final payment for an improvement to be acquired shall not I unless such improvement has been irrevocably offered for dedication by the P Owner and accepted by the City Council free and clear of all liens, clain 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 1 City believes to be integral and reasonable and to confer special benefit on prc within the Assessment District. The estimated prices for the improvements and incidental expenses are set fort1 attached, referenced and incorporated Exhibit "B". Final prices shall be based UF prices and quantities as determined by the City to be reasonable, and no other co expenses shall be allowed unless expressly authorized by the legislative body of tl however, final payment for the work shall not exceed the maximum amo construction as set forth in the Engineer's "Report" as confirmed by the City COI 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 assessmeni Mello-Roos special tax obligations will not exceed 1/3 of the appraised valuc The annual installment for any public special assessment and/or Mello-Roos will not exceed .8% of the estimated purchase price of the property. 2. The Finance Director of the City will make determinations as to the above prior final confirmation of the assessment. The estimated quantities set forth in the previously referenced Exhibit "B" shall be r to reflect the actual quantities of works of improvement actually constructed at pri determined by the City. Any final determination shall be made by the City as prices and quantities to be paid. The Property Owner shall provide all substantiating documentation and certificat 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, specific bidding and all related documentation. Said final costs and expenses are determined upon the completion of the works of improvement and certified by th The cost for said works of improvement shall be spread in accordance with the b received, as determined by the City Engineer in consultation with the Asse: Engineer for the Assessment District. SECTION 10. All plans and specifications shall be submitted by the Property Owner, i improvements shall be bid and constructed in full compliance with all applicabl rules and regulations as established and approved by the City Engineer. Property agrees to keep records and to allow the City to review said records for all bi contracts let for any of the improvements. City shall have the right to inspect al of improvement at any time during construction. SECTION 11. At any time that the work is not progressing within a reasonable time limit as dete 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 work satisfaction of the City within 60 days afterreceipt of such notice, this Agreement terminated by ten (10) days' written notice. Following termination, upon satisfai 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 unc Agreement with respect to the improvements or components so bid by the City. SECTION 7. SECTION 8. SECTION 9. 3 0 0 SECTION 12. Upon execution of this Agreement and completion of the improvements, the Cit have the right to use said improvements as determined necessary and integral 1 works of improvement within the Assessment District. SECTION 13. The acquisition monies, upon the sale of bonds, shall be distributed pursuant to ' 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 made 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 i (Streets and Highways Code Section 1031 1.5). SECTION 14. The City agrees that, prior to the final completion and acceptance of an improc 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 paymen 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 final payment with respect to an improvement shall be made within 30 days of tl Council's acceptance of the improvement. instructions executed by the Property Owner herein and any mortgagee or bent for, may be withheld to cover final possible corrections or adjustments in the worl SECTION 15. This Agreement is contingent upon the confirmation of assessments and success1 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 establishin! and conditions for the sale of bonds. SECTION 16. Property Owner hereby agrees to provide written notice to any potential purcha 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 p owner a reasonable time before the potential owner becomes contractually comrr purchase the lot so that the potential owner may knowingly consider the impae assessment in the decision to purchase the lot. A copy of all such notices exec1 actual purchasers shall be sent to the City. SECTION 17. Property Owner agrees to and shall assume the defense of, indemnify and hold hz the City, its officers and agents, from any action, damages, claims or losses of a resulting from this Agreement, including without limitation the design, engir construction bidding, award of the contract and construction of the improvemer provision as contained herein shall in any way limit the extent of the responsibility Property Owner for payment of damages resulting from the construction improvements and/or any contractual relationships between Property Own contractor and/or subcontractors. 4 e 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 conditioi may be inconsistent in any previous agreement, including any subdivision improv agreement, relating to the construction, installation or financing of said improver SECTION 20. The prevailing party in any litigation relating to, interpreting or enforcing this Agrec 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 a laws and ordinances relating to the requirement of improvement agreemenk division, improvement security or other applicable development requirements. SECTION 22. The term Wy" 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: *A. & 5 8 0 .. *. CALIFORNIA ALL-PURP E ACKNOWLEDGMENT personally appeared whose name(@ is/= subscribed to the within instrumei and acknowledged to me that he/sk/twexecuted th his/Mtheffsignature(s+ on the instrument the person(s or the entity upon behalf of which the person@) actec executed the instrument. same in his/k/thei;Eauthorized capacity&?+, and that I: S my hand and official fraudulent removal and reattachment of this form to another document Description of Attached Document Signer@) Other Than Named Above: Capacity(ies) Claimed by Signer(s) 0 Individual 0 Individual 0 Corporate Officer Partner - 0 Limited 0 General 0 Partner - 0 Limited 0 General 0 Corporate Officer Title@): 0 Guardian or Conservator Signer Is Representing: Reorder Call Toll-Fn Prod No 5907 0 1994 National Notary Association - 8236 Rernrnet Ave , PO Box 7184 Canoga Park, CA 91309-7184 e EXHIBIT “A” 0 THE FACILITIES Facility 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, curt Melrose Avenue gutters, sidewalks, medians, road ba and pavement, striping and signs, ai landscaping of medians, parkways, ai adjacent slopes. Palomar Airport Road: Improvements necessary for tl Approximately 1000’ east and 700’ construction of left-turn pocke west of the intersection of Melrose acceleration lane, deceleration lane, ai Avenue median break. Includes subgrac preparation, sawcut and remove existii pavement, curbs, gutters, median islai landscape and hardscape, road base ai pavement, striping and signs, and traf control. Improvements necessary for the relocatic of two existing force mains required due the grading work for Melrose Avenu Includes grading within future Poinsett Lane which is necessary to relocate tt mains, trenching, force mains, ar temporary high line piping. The creation and preservation of riparii habitat areas due to the impacts to existir riparian habitat caused by the grading f Melrose Avenue. Includes gradin! planting, offsite easement acquisitioi maintenance, and monitoring. Relocation of Vallecitos Water District Sewer Mains: Approximately 2,900’ of 12” and 24“ Force Main Riparian Mitigation: Creation of approximately 11 acres of riparian area Grading 724,730 , Vallecitos Sewer Mains 409,231 Subtotal Construction Costs $1,133,9 Grading Landscape Installation Maintenance Monitoring Offsite Easement Acquisition Subtotal Construction Costs 199,500 285,200 62,500 29,500 400,000 $976,7 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,?75,4( Bond Reserve (10%) Bond Discount and Issuance (5%) Capitalized Interest (8%) Total Financing Costs 1,841,942 920,097 1,473,554 $4,2353: Grading 3,372,760 Slope Landscaping and Irrigation 2,032,330 Storm Drain 1,650,203 Water 762,884 CMWD Sewer - 58,015 , Subtotal Construction Costs $7,876,1 Street Improvements 2,914,726 Parkway Landscaping and lmgation 126,644 Median Landscape and Irrigation 96,300 Median Stamped Concrete 342,100 Subtotal Construction Costs $1,133,9( $3,479,7 Grading 724,730 Vallecitos Sewer Mains 586,622 Subtotal Construction Costs $1,311,3! Grading Landscape Installation Maintenance Monitoring Offsite Easement Acquisition Subtotal Construction Costs 199,500 285,200 62,500 29,500 400,000 $976,70