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HomeMy WebLinkAbout2005-12-06; City Council; 18355; Settlement City and Trimark Pacific Homes Re: 1988 Fire Station AgreementCITY OF CARLSBAD - AGENDA BILL 5 AB# 18,355 MTG. 12/6/05 DEPT. CA - TITLE: REPORTING OUT THE TERMS AND CONDITIONS OF DEPT. HD. THE SETTLEMENT AGREEMENT BETWEEN CITY OF CARLSBAD AND TRIMARK PACIFIC HOMES RE: 1988 FIRE CITY ATTY. STATION AGREEMENT AS REQUIRED BY THE BROWN ACT CITYMGR. (-w SETTLEMENT AGREEMENT The City of Carlsbad and Trimark Pacific Homes (hereinafter “PARTIES”) enter into the following Settlement Agreement (hereinafter, “AGREEMENT”) in full and final settlement of the issues related to the 1988 Fire Station Agreement and amendments thereto attached as Exhibit A (hereinafter “1988 AGREEMENT”) and agree to the following terms and conditions. RECITALS A. This AGREEMENT is executed by and between the City of Carlsbad (hereinafter “CITY”) and Trimark Pacific Homes (hereinafter “TRIMARK”) on the dates set forth opposite each PARTY’S name in the signature blocks hereto. B. A dispute has arisen between the PARTIES with regard to the interpretation of the 1988 AGREEMENT and its application to the PROPERTY described below. C. The PARTIES wish to avoid the burden and expense of litigation and accordingly have determined to compromise and settle their differences in accordance with the provisions of this AGREEMENT. Neither this AGREEMENT nor any of the statements or provisions contained herein shall be deemed to constitute an admission or an adjudication of any of the allegations or issues arising from the 1988 AGREEMENT or its amendments. D. This AGREEMENT is entered into pursuant to California law. The PARTIES hereby agree as follows: 1. Property. The property that is the subject of this AGREEMENT (hereinafter “PROPERTY”) is the following parcel in the La Costa area in the City of Carlsbad known by the parcel numbers listed below as recorded in the Office of the Recorder for the County of San Diego: Lot 1 of Map No. 14818 in the City of Carlsbad, County of San Diego, filed in the Office of the County Recorder of San Diego County, June 1,2004 2. Temporarv Fire Station Number 6. The PROPERTY is encumbered by a temporary easement in favor of the City of Carlsbad for the operation of Temporary Fire Station Number 6 as more particularly described in the 1988 AGREEMENT. Temporary Fire Station Number 6 is presently located on the PROPERTY, and TRIMARK desires to relocate it to that certain real property described and/or depicted in Exhibit B (hereinafter, “RELOCATION PROPERTY”), in accordance with the terms of this AGREEMENT. 3. CITY Obligations. Effective the date of execution of this AGREEMENT, CITY shall in good faith and in an expeditious manner: (A) Process a Conditional Use Permit (“CUP”) for the construction and relocation of Temporary Fire Station Number 6 onto the RELOCATION PROPERTY subject to further conditions stated herein. WOZ-SD:6RM1\5 1390043.6 092105 OSFD- I05 I33 .% (B) Expedite the implementation of the landscaping plans, architectural drawings, irrigation plans, soils reports, drainage reports and grading plans for the RELOCATION PROPERTY being prepared by TRIMARK. (C) As a condition precedent to the CITY’s obligation to relocate Temporary Fire Station Number 6, CITY in a timely fashion will obtain approval of any and all applicable permits or approvals necessary to implement the purposes of this AGREEMENT. This includes a CUP approved by all appropriate CITY authorities for relocating the Temporary Fire Station Number 6 to the RELOCATION PROPERTY. CITY shall keep TRIMARK reasonably informed as to the status of such permits and approvals and provide TRIMARK with copies thereof as they are obtained. CITY further shall appoint a single project manager for all such permits and approvals, and TRIMARK shall have the right to consult with such project manager regarding timing of the issuance of such permits and approvals and related matters. (D) Execute a trailer lease, purchase new trailers or relocate the existing trailers (at the CITY’s election) for Temporary Fire Station Number 6 to the RELOCATION PROPERTY. (E) If CITY remains on the PROPERTY after January 1, 2006, CITY shall, beginning on January 1, 2006, pay rental payments to TRIMARK in an amount of $3,500 monthly on or before the 10th of each month that CITY remains on the PROPERTY through June 30, 2006; provided however, that notwithstanding the foregoing, if CITY has not obtained the CUP for the RELOCATION PROPERTY prior to January 1, 2006, CITY shall pay TRIMARK an additional amount of $3,500 monthly (for a total of $7,000 monthly) through June 30, 2006 or the date the CUP is obtained, whichever occurs first. Payment of such additional amounts shall be deemed to represent settlement of any issues regarding rental obligation past, present or future owing to TRIMARK under the 1988 AGREEMENT. Commencing on July 1, 2006, CITY shall pay rent to TRIMARK at the rate of $10,000 monthly for so long as it continues occupy the PROPERTY. All rental amounts due under this paragraph for the period after January 1, 2006 shall be pro-rated for any partial month during which CITY occupies the PROPERTY. (F) CITY shall perform the relocation and physical setup of Temporary Fire Station Number 6 to the RELOCATION PROPERTY, provided that TRIMARK shall pay the CITY’s costs for such relocation to the extent set forth below (in addition to the services provided by TRIMARK described below, which includes construction of all improvements necessary for such relocation) promptly after the permits and approvals described in paragraph 3(B) above are obtained. CITY shall be responsible for (and hereby releases TRIMARK from) all claims and liabilities relating to such relocation. CITY shall maintain appropriate liability insurance with regard to such relocation. 4. TRIMARK Obligations. Within fourteen (14) days after the date of execution of this AGREEMENT, TRIMARK shall pay to CITY costs in the following manner and amounts: WOZ-SD:6Rh41\5 1390043.6 092105 -2- OSFD-105133 (s (A) As a good faith offer to facilitate CITY's prompt relocation, pay up to $14,600.00 to off-set CITY administrative and other expenses incurred by CITY in preparation of vacating the PROPERTY in an expedited manner. (B) Prepare, execute and submit documents required in connection with the processing of the CUP for such relocation, for a total contribution value not to exceed $10,000, including but not limited to: landscaping plans, architectural drawings, irrigation plans, soils reports, drainage reports and grading plans specified in paragraph 3(C) above. 5. Construction on Relocation Property. TRIMARK shall, within 90 days after approval of the CUP for the RELOCATION PROPERTY, (i) grade, pave and construct pads for the trailers to be relocated hereunder and (ii) provide appropriate landscaping of the RELOCATION PROPERTY, each of which shall be substantially in accordance with the site plan for the RELOCATION PROPERTY set forth on Exhibit C hereto ("Site Plan"), with such changes as may be mutually agreed by the PARTIES. TRIMARK shall be responsible for (and hereby releases CITY from) all claims and liabilities relating to the construction of the pads and landscaping described in this paragraph. TRIMARK shall maintain appropriate liability insurance with regard to such construction. Notwithstanding the foregoing, should the conditions specified in paragraphs 3(A) and 3(C) not occur, TRIMARK is under no obligation to provide the services described in this paragraph. 6. Relocation Infrastructure. TRIMARK shall provide the financing andor services required to provide the necessary infrastructure for Trailer relocation and set up at the RELOCATION PROPERTY including all costs for telephone relocation, water service tie-in, and sewer service tie-ins for the CITY's relocated Temporary Fire Station Number 6, prior to the time such relocation is to occur, for a total contribution value not to exceed $24,500.00 (it being understood that TRIMARK shall have the option, in its discretion, with to provide such infrastructure services itself or prepay the CITY for costs of the same). Notwithstanding the foregoing, should the conditions specified in paragraphs 3(A) and 3(C) not occur, TRIMARK is under no obligation to make the payments or provide the services described in this paragraph. TRIMARK shall be responsible for (and hereby releases CITY from) all claims and liabilities related to such infrastructure work. 7. Dispute No Defense. Should any dispute arise between any contractor or agent of the PARTIES for any reason, the PARTIES agree that such dispute shall not constitute a defense to any failure to comply with any part of this AGREEMENT nor justify a delay in executing the requirements herein. 8. Issuance of Permits. Applications for and issuance of permits and approvals by the CITY for the relocation of Temporary Fire Station Number 6 are deemed by the PARTIES to be independent and separate processes from this AGREEMENT. Should the conditions specified in paragraphs 3(A) and 3(C) not occur, the CITY is under no obligation to vacate the PROPERTY; provided that the CITY shall use its best efforts to cause all such permits to be issued prior to December 3 1, 2005 and should it be determined that the permits will not be issued, then (i) CITY shall continue to pay rent to TRIMARK at the rates set forth in paragraph 3(E) above and (ii) CITY shall refund to TRIMARK any portion of the payments made by W02-SD:6RM1\5 1390043.6 092 I05 -3- OSFD-105 133 4 TRIMARK hereunder that have not been used for the purposes contemplated by this AGREEMENT. 9. Trimark. Whenever reference is made to TRIMARK in this AGREEMENT, such reference shall mean Trimark Pacific Homes and any successors-in-interest to and assigns of TRIMARK‘s interest in the PROPERTY, with actual or constructive knowledge of this AGREEMENT. 10. Development. Nothing in this AGREEMENT is intended to impede or obstruct TRIMARK’s lawful development of the PROPERTY. This AGREEMENT does not purport to determine whether any improvements incidental to this settlement and contemplated herein constitute a public works project. The PARTIES further confirm that all construction of any such improvements (including all design and preconstruction work, relocation costs, demolition, site preparation and utility hookups) shall be at TRIMARK’s sole cost and expense, and that the CITY shall not contribute in any manner toward the cost of such improvements or relocation, or reimburse TRIMARK for the same. 11. No Admission. All payments and other provisions set forth in this AGREEMENT shall never be treated as an admission of liability or responsibility or determination of any issue of law or fact. 12. Payment Notices. Payments made by TRIMARK shall be by check made payable to Carlsbad City Treasurer and shall be delivered to the Office of the Carlsbad City Attorney, 1200 Carlsbad Village Drive, Carlsbad California 92008. Payments made by CITY shall be by check made payable to Trimark Pacific Homes and shall be delivered to the attention of Scot Sandstrom, Trimark Pacific Homes, 613 West Valley Parkway, Suite 200, Escondido California 92025. Notices under this AGREEMENT to the PARTIES shall also be delivered to the addresses set forth in this paragraph. 13. Interest. In the event of default by either PARTY as to payment of any amount due under this AGREEMENT, such PARTY shall pay interest at the prevailing legal rate from the date of default until the date of final payment. 14. Satisfaction of Claims. The costs, payments and other actions required of the PARTIES under this AGREEMENT shall be in full satisfaction of all claims present or future arising out of the CITY’S use of the PROPERTY. The relocation of Temporary Fire Station Number 6 and the payments by TRIMARK contemplated by this AGREEMENT shall constitute full and complete satisfaction of all TRIMARK’s existing Tentative Tract Map conditions relating to Temporary Fire Station Number 6, including without limitation Conditions 24 and 25 of Planning Commission Resolution No. 5435 and any other applicable CITY requirements relating thereto. The PARTIES understand and agree that this is a full and final AGREEMENT covering and including all claims and attorney’s fees of every kind or nature, past, present or future, known or unknown, suspected or unsuspected. (A) By signing this AGREEMENT, each PARTY intends to give up and discharge all rights and claims for damages relating to the PROPERTY, the 1988 AGREEMENT and any and all easements granted thereunder, even though some of such W02-SD:6RM1\5 1390043.6 092105 -4- 5 OSFD-105133 damages may not have manifested themselves at the time of acceptance of this AGREEMENT. Each PARTY hereby waives all rights given by Section 1542 of the Civil Code of California, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 15. Remedies. Nothing in this AGREEMENT shall prevent any party from pursuing any remedies as provided by law to subsequently enforce this AGREEMENT. 16. Jurisdiction. Jurisdiction for the purpose of enabling any party to this AGREEMENT to apply to a court at any time for such further orders or directions as may be necessary or appropriate for the enforcement, construction, operation, or modification of this AGREEMENT, shall reside with the San Diego Superior Court. 17. Entire Understanding of the Parties. This AGREEMENT constitutes the entire understanding and agreement of the PARTIES, and shall be deemed to replace and supercede the provisions of the 1988 AGREEMENT as between the PARTIES. 18. Countemarts: Multiple Originals. This AGREEMENT may be executed in multiple originals, each of which is hereby deemed an original. Delivery of the executed AGREEMENT by facsimile shall be acceptable if promptly followed by the mailing of the originally executed copy of the AGREEMENT. 19. Time of the Essence. Time is of the essence of each and every provision of the AGREEMENT. 20. Amendments. The PARTIES can amend this AGREEMENT, including any deadlines provided in this AGREEMENT, only by means of a writing signed by all PARTIES. W02-SD:6RM1\5 1390043.6 092 I05 -5- OSFD- 105 133 b 21. Further Assurances. Each of the PARTIES hereto agrees to execute, deliver, acknowledge, file and record any and all hrther agreements, documents or instruments, and to take such further actions, as are reasonably necessary or appropriate in order to effectuate this AGREEMENT and the transactions referred to herein or contemplated hereby or reasonably requested by the other PARTY to perfect or evidence its rights hereunder. IT IS SO AGREED: CITY OF CARLSBAD Dated: /o h ,2005 IT IS SO AGREED: TRIMARK PACIFIC HOMES Dated: ,2005 W02-SD6RM 1b1390043.6 092105 -6- Name: Title: 7 OSFD-105133 21. Further Assurances. Each of the PARTIES hereto agrees to execute, deliver, acknowledge, file and record any and all further agreements, documents or instruments, and to take such further actions, as are reasonably necessary or appropriate in order to effectuate this AGREEMENT and the transactions referred to herein or contemplated hereby or reasonably requested by the other PARTY to perfect or evidence its rights hereunder. IT IS SO AGREED: CITY OF CARLSBAD Dated: ,2005 IT IS SO AGREED: Dated: 1 2% ,2005 W02-SD:6RM1\5 1390043.6 092105 -6- By: Name: Title: TRIMARK PACIFIC-CASA LA COSTA, LLC, a California limited liability company By: TPH, LLC, a California limited liability company, its Member-Manager By: Trimark Ventures, Inc., a Title: Executive Vice President OSFD-105133 8 W02-SD:6RM1\5 1390043.6 092 I05 EXHIBIT A 1988 AGREEMENT EXHIBIT A 9 OSFD-105 I33 e 0 1988 FIRE STATION AGREEMENT THIS 1988 FIRE AGREEMENT is made this & day of d?&d&%J , 1988, between the CITY OF CARLSBAD, a municipal corporation of the State of California (lgCitygl) and BCE DEVELOPMENT, INC. ("BCED"), who agree as follows: A. On July 1, 1986, the City Council duly adopted, as Ordinance 9810, a Growth Management Program for the City of Carlsbad. The purpose of this Growth Management Program was to insure that an adequate level of public facilities and services would be provided prior to or concurrently with development. B. On September 23, 1986, the City Council duly adopted, as Resolution No. 8797, Citywide Facilities and Improvement Plan as the first phase of the Growth Management Program. At this time the City Council adopted Resolution No. 8796 which established the specific public facility performance standards to be used in the implementation of the Growth Management Program. The City's Growth Management Program requires that all eleven public facilities conform with the adopted performance standards or no development may be allowed to occur. C. The Local Facilities Management Plans for Zones 6, 11 and 12 have been prepared, and have been adopted by the City Council, in accordance with the City's Growth Management Program. During the preparation of these facility plans, certain public facilities such as fire services were identified to be below the adopted performance standard set forth in Resolution No. 8796. D. On February 23, 1988, the City Council duly adopted Resolution No. 8851 approving the reprioritization of the existing Capital Improvement Budget by transferring funds from the General Capital Construction Fund to the Public Facility Fee account for the purpose of constructing Fire Station 6. The Council took this action to rectify a facility shortfall for fire services identified duringthe preparation ofthe Local Facilities Management Plans for Zones 6, 11 and 12. E. Following the City Council's action described in paragraph D above, the City staff began to prepare its plans for the construction of Fire Station 6 on property currently owned by the City east of existing Rancho Santa Fe Road ("Permanent Fire . Station No. 6" or "Permanent Site"). Because of the pending realignment of Rancho Santa Fe Road and the uncertainties of its eventual exact vertical and horizontal elevations, which in turn affect the design and construction of both Permanent Fire Station No. 6 and the development of BCED lands adjacent to and surrounding the Permanent Site, it has been determined that the construction of Permanent Fire Station No. 6, at its present location would not be a prudent decision for the City or BCED, and the City and BCED therefore desire to construct a temporary fire station located on property owned by BCED and shown on Exhibit #1 hereto ("Temporary Fire Station No. 6") and to designate a new, Permanent, Fire Station No.6 site, adjacent to the realigned Rancho Santa Fe Road as shown on Exhibit #2, subject to modification based on final road engineering. The City and BCED will exchange the new site and the City's existing site, so that the old site will revert to BCED and will be included in its future subdivision. F. The City has determined that Temporary Fire Station No. 6 will remedy the fire services performance standard deficiency identified in Zones 6, 11 and 12. G. BCED recognizes that with construction of a temporary fire station, additional costs will be incurred by the City over and above those currently in the City's approved budget for construction of Permanent Fire Station No. 6, for which BCED agrees to be responsible in the manner hereinafter set forth in this Agreement. H. The City recognizes that BCED wishes to process and receive approval of a parcel map which would create three separate legal lots from Lot 249 as shown on Exhibit # 1 attached hereto, and the City recognizes the desire of BCED to utilize in some fashion those areas of Lot 249 which are not impacted by this temoporary fire station. I. BCED recognizes the City's concern dealing with the available access to this site should a parcel map be approved and will use its best efforts to ensure that these safety concerns can be alleviated as the parcel map is processed. NOW THEREFORE, incorporating the recitals of facts set forth above and in consideration of the mutual covenants herein contained the party agrees as follows: In satisfaction ofthe fire services performance standard deficiency identified in the Local Facilities Management Plan for Zones 6, 11 and 12, the City shall, at its cost and expense, but subject to reimbursement by BCED as herein agreed, construct Temporary Fire Station No. 6 on BCED property being a portion of Lot 249, La Costa Vale Unit No. 1 Map No. 7457, in the City of Carlsbad, generally located at southwest corner of La Costa Avenue and Rancho Santa Fe Road, and shown on Exhibit #1 attached hereto. Prior to commencement of construction, City and BCED shall jointly make application for a Conditional Use Permit. This agreement 1. POC 092688 -2- .. shall be in full effect once it is executed by the Mayor and is contingent upon receiving approval of the Conditional Use Permit. 2. City and BCED agree that BCED shall be obligated to reimburse City for costs incurred forthe construction of Temporary Fire Station No. 6 in the amount not to exceed $200,000 pursuant to the estimated costs for the scope of work listed on Exhibit #3 attached hereto. BCED additionally agrees to reimburse City for direct improvement and/or construction costs in excess of $200,000, where such additional direct costs exceed the estimated costs on Exhibit #3, but in no event shall BCED's reimbursement obligation exceed a total of $250,000. For purposes of this Agreement, "direct improvement and/or construction costs11 shall be defined as those items for labor and/or material only as evidenced by detailed invoices, and shall expressly not include costs of insurance, bonds, contractor's overhead or profit. This obligation shall be satisfied by BCED's performance of one or any combination of the following at BCED's discretion and as herein agreed: a. Payment by BCED, to City, of cash in an amount not to exceed $200,000 on demand of the City and within 30 days following the City Council's awarded bid for the construction of Permanent Fire Station No. 6. Any reimbursement by BCED over $200,000 and up to $250,000 shall be paid by BCED within thirty (30) days of written demand from City, which demand shall include copies of invoices for which reimbursement is requested. Site preparation for the Permanent Fire Station No.6 of an agreed value not to exceed $250,000 including any or all but not limited to the following: site preparation, grading, and utility construction to the lot line. BCED may elect this option for reimbursement only in the event City'and BCED agreed on the work proposed and the agreed value thereof prior to the date the cash reimbursement would otherwise be due as set forth in paragraph 2(a) above. In addition to reimbursing the city for the construction of the Temporary Fire Station, BCED shall be required at no cost to the City to provide sufficient access to the Permanent Fire Station No. 6 acceptable to the City Engineer and Planning Director. The cost of said access shall not be included as part of the reimbursement for the construction of the Temporary Fire Station. 3. BCED's satisfaction of its obligations under this Agreement, which are the temporary fire station site cost reimbursement and new permanent fire station site exchange and provision for access to it, are acknowledged and agreed by City to be in full mitigation of fire services impacts which may arise from the development of BCED properties within Zones 6, 11 or 12. nothing herein shall relieve BCED of any obligation to pay applicable Public Facility Fees, Local Facilities Management Fees b. POC 0926~18 -3- .. and other fees in effect at the time of development in compliance with all City regulations. This Agreement is made based upon the assumptions and analyses of fire service faciJities contained in the adopted Local Facilities Management Plans for Zone 6 dated November 10, 1987, and Zones 11 and 12 dated February 23, 1988 as of the date of this 1988 Fire Station Agreement. BCED and City agree that if the adopted assumptions and analyses should change due to facts and circumstances not known or reasonably foreseeable as of the date of this Agreement, then and only in that event fire services mitigation may be required of BCED properties in addition to those contemplated and set forth herein. 4. Prior to commencement of construction of the Temporary Fire Station No. 6, BCED shall grant to the City an easement for construction and operation of that facility on the Temporary Site in a form mutually agreed by City and BCED. The term of this easement shall extend to one year after the Permanent Fire Station 6 site becomes available for the City to build on. The site will be deemed available once the appropriate deeds have been executed and accepted by the City Council and BCED. If the City fails to vacate the Temporary Site within one year of the Permanent site being available, on the first day of the second year ground rent shall be due and payable from City to BCED in an amount equal to 10% per annum of the appraised fair market value of the property of its highest and best use. Rent shall be payable in monthly installments. By way of example, if the appraised fair market value of the property is $240,000, annual rent would be $24 , 000 and monthly rent would be $2,000. City and BCED shall agree on an appraiser to establish the fair market value. However, the City must vacate the Temporary Site within two years of the permanent site being deeded to the City and buildable. Upon termination of the easement, and promptly upon request of BCED, City shall execute, acknowledge and deliver to BCED such documents as are required to relinquish all rights of City in the BCED property contained within the easement. The City shall remove all temporary facilities and paving from BCED's property, capping off utilities in place. The site is to be cleared and returned to BCED within 60 days of the temporary fire station being vacated. City and BCEDhave previouslyreachedtentative agreement that the new Permanent Fire Station No. 6 site shall be within the cross-hatched area as depicted on Exhibit #Z attached hereto. City and BCED now agree that the exchange of deeds as well as dedication or grant of access rights to the new Permanent Site from BCED to City shall occur at a time which is consistent with construction of that portion of Rancho Santa Fe Road as realigned which is adjacent to the new Permanent Site. 6. Commencing on the date of this Agreement, City shall indemnify, hold harmless and defend BCED, its officers, directors, 5. POC 092688 -4- 13 shareholders, employees, agents, managers and consultants and any and all other persons, firms or entities acting on behalf of BCED, from any and all claims, demands, expenses or costs associated with or arising from City's use of the property as contemplated by this Agreement. 7. This agreement shall bind and inure to the benefit of the parties, their respective assigns and successors. 8. In the event of any dispute between the parties relating to the terms of the subject matter of this Agreement, the parties agree that the prevailing party shall be entitled to reasonable attorneys' fees, together with all other costs and damages, as determined by the court regardless of whether said dispute is settled or prosecuted to judgment. 9. No change in or addition to this Agreement or any part hereof shall be valid unless in writing and signed by all parties hereto. 10. If any portion of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, void and unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 11. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, preliminary agreements or understandings written or oral. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written. BCE DEVELOPMENT, INC. to do business in California ATTEST: A Delaware Corporation, qualified ALETHA L. RAUTENKwZ, City Clerk) By y/q+-,,/. -- /, [ (e ,- / H.dordon MacKenzie 9/29/88 POC 092688 (Typed Signature) -5- smr BY:& I- . C' . .. EXHIBIT 1 ; 9-2948 4:46FM : 24069+ 6199311946;tl 2 . SENT BY.:R - .. 0 EXHIBIT 2 .. EXHIBIT 2 .. .. *. 1 6199311946: #10 24069+ EXHIBIT NO. 3 a ESTIMATED COST OF CWStRuCT'IOX FOR TE?4PORARY FIRE STATION NO. 6 - Site work (assuming no off-stte work) a. Grading 32,000 sq. ft, at 50.13 per sq. ft, - b. d. Utilltles Paving (light section - 3,100 sq. ft. at 51.75 per sq. ft. = Paving (heavy saction - 1,875 sq. ft. at 52.25 per sq. ft. c. 1. 2. 3. 4. Gas line - 100 1.f. at $15 per 1.f. = Water - 100 1.f. at 520 per l.f.= Yaste (C.I-) - 100 1.f. at $20 per 1.f. - (assumlng no storm dratn and overhead electr?calj Electrical Underground - 100 1.f. at $7S/l.f. - e. Landscape and Irrigation (very mlnlmal) - 11,000 sq. ft. at $0.75 per sq. ft. 1 f. Fence (chafn link 8 ft.) - 500 1.f. at $9.50 per 1.f. = g. Hiscellaneaus Site Uork fncludlng Banning, Patlo, Trellis, etc. at - Office and Housing (2O'x 50' troflers delivered and setup) - - Garage (25'x 50' metal building with space heating, minhtal windows 12'x 10' roll-up door, 12' clear cafllng and one 3'x 7' man door) - Subtotal Overhead and proflt (15%) Contfngeocy 10% Approximats Estimated Cost of Csnstruct Ion $ 4,200 5 5,400 5 4,200 5 1,5011 s 2,000 I 2,000 S 7,500 J 8,300 J 30,000 J 50,000 $ 4,800 S 40,000 J 159,900 24 , 000 16,ooo J200,000 * Note: Figures are rounded off EXHIBIT 3 /7 FIRST AMENDMENT To 1988 FIRE STATION AGREEMENT THIS FIRST AMENDMENT TO THE 1988 FIRE STATION AGREEMENT is made this /Ye day of December, 1989, between the CITY OF CARLSBAD, a municipal corporation of the State of California (llCityll), and FIELDSTONE/LA COSTA ASSOCIATES LIMITED PARTNERSHIP, a California Limited Partnership ( I1Fieldstonel1), who agree as follows : A. On October 14, 1988, City and BCE DEVELOPMENT, INC. ("BCED") entered into the 1988 Fire Station Agreement. Since execution of that agreement, Fieldstone acquired certain property owned by BCED in the City of Carlsbad, and as part of that agreement, Fieldstone assumed all of the responsibilities and obligations of BCED under the 1988 Fire Station Agreement. Fieldstone now wishes to formalize that undertaking and expressly assumes all terms and conditions of said Fire Station Agreement except as modified herein. B. City and Fieldstone have determined that the scope of work for the construction of Temporary Fire Station #6 and the estimated costs therefor as listed on Exhibit #3 to the 1988 Fire Station Agreement -do not accurately reflect the actual work and costs, and City and Fieldstone therefore wish to revise the 1988 Fire Station Agreement to make corrections to these items. Based upon the foregoing, City and Fieldstone agree as 1. Paragraph 2 of the 1988 Fire Station Agreement is amended "2. City and Fieldstone agree that Fieldstone shall be obligated to reimburse City for costs incurred for the constructioh of Temporary Fire Station No. 6 in an amount of follows : to read as follows: 1 the actual costs of construction, but in any event not to exceed $375,000. This obligation shall be satisfied by Fieldstone's performance of ,one or any combination of the following at Fieldstone's discretion and as herein agreed: a. Payment by Fieldstone to City of cash in an amount of the actual costs of construction but not. more than $375,000, on demand of the City and within thirty (30) days following the City Council's award of the bid for construction of Permanent Fire Station No. 6. b. Site preparation for Permanent Fire Station No. 6 of an agreed value not to exceed the actual costs of construction of Temporary Fire Station No. 6 but in no event more than $375,000, including any or all but not limited to the following: site preparation, grading and utility construction to the lot line. Fieldstone may elect this option for reimbursement only in the event City and Fieldstone agree on the work proposed and the agreed value thereof prior to the date the cash reimbursement would otherwise be due as set forth in paragraph 2(a) above. City and Fieldstone agree to exchange pertinent information in order for Fieldstone to evaluate the site preparation option of reimbursement and to do so at such time as required for Fieldstone to elect this option by the date required herein. City further agrees not to unreasonably withhold approval of Fieldstone's estimated costs for site preparation work. In addition to reimbursing City for the construction of Temporary Fire Station No. 6, Fieldstone shall be required at no cost to City to provide sufficient access to Permanent Fire Station No. 6 acceptable to the city Engineer and Planning Director. The cost of said access shall not be included as part of any reimbursement credit for the construction of Temporary Fire Station No. 6." 2 2. Except as modified by this agreement, the terms and conditions of the 1988 Fire Station Agreement remain in full force and effect. CITY OF CARLSBAD A Municipal Corporation of the State of California BY: FIELDSTONE/LA COSTA ASSOCIATES LIMITED PARTNERSHIP, A California Limited Partnership BY: THE FIELDSTONE COMPANY, A California Corporation, Its General Partner BY: u Assistant Secretary ATTEST : APPROVED AS TO FORM: n VINICENT F. BIONDO, JR. City Attorney 3 W02-SD:6RM1\5 1390043.6 092105 EXHIBIT B DESCRIPTION OF RELOCATION PROPERTY EXHIBIT B 21 OSFD-105133 LEGAL DESCRIPTION FOR TEMPORARY FIRE STATION #6 SITE: A PORTION OF LOT 23 OF LA COSTA VALE UNIT NO. 1, ACORDING TO MAP NO. 7457 FILED AS FILE NUMBER 279993 IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON OCTOBER 18,1972, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA. W02-SD:6RM1\5 1390043.6 092 105 EXHIBIT C SITE PLAN FOR RELOCATION PROPERTY EXHIBIT C OSFD-105133 2.3