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HomeMy WebLinkAbout2006-05-02; City Council; 18548; Approve First Amended Restated Reimbursement Agreement Rancho Santa Fe Road North Realignment Widening Phase 1 Phase 2CITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 18,548 5-2-06 ENG TITLE: APPROVE AND AUTHORIZE EXECUTION OF FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT FOR CONSTRUCTION WITHIN THE CITY OF CARLSBAD, RANCHO SANTA FE ROAD NORTH REALIGNMENT AND WIDENING, (PHASE 1, PROJECT NO. 3190; HCP FRONTAGE WORK; PHASE 2, PROJECT NO. 3907) (QWf1 &-xn DEPT. HD. /s^ CITY ATTY. d?"' CITY MGRT^i'Y5 RECOMMENDED ACTION: Adopt Resolution No. 2006-110 approving and authorizing execution of First Amended and Restated Reimbursement Agreement of Construction Costs for Rancho Santa Fe Road North, Phase 1 and Phase 2 with Real Estate Collateral Management Company, a Delaware corporation. ITEM EXPLANATION: The Rancho Santa Fe Road project consists of the widening and realignment of approximately 2.3 miles of Rancho Santa Fe Road from La Costa Avenue to Melrose Drive. The project is being constructed in two phases: Phase 1, from La Costa Avenue to San Elijo Road; and Phase 2, from San Elijo Road to Melrose Drive. Improvements include widening the road from two lanes to six lanes, realigning the road generally to the east, and replacing the bridge structure at the San Marcos Creek crossing. Carlsbad Tract No. 99-04, known as La Costa Oaks (the "Oaks Project"), straddles a portion of Rancho Santa Fe Road that is under construction. At the City Council meeting of November 11, 2002, the City Council adopted Resolution No. 2002- 337, approving a reimbursement agreement with Real Estate Collateral Management Company (RECM). That agreement established a framework for RECM to reimburse the City for the construction of certain roadway improvements within Rancho Santa Fe Road North, Phase 1, per the Rancho Santa Fe Road financing plan. That agreement also established that further reimbursements for Phase 2 of Rancho Santa Fe Road North were anticipated and that the agreement could be amended to include these reimbursements. With the construction of Rancho Santa Fe Road North, Phase 2 in progress, RECM and staff desire to amend the reimbursement to the Phase 2 work, and also include the work RECM has constructed within the HCP area that is the responsibility of the City. This First Amended and Restated Reimbursement Agreement modifies the prior agreement and includes appropriate provisions for the reimbursement of Phase 1 and 2 improvements as noted above. ENVIRONMENTAL: The City Council passed Resolution No. 92-152 certifying EIR No. 91-1 at their meeting on June 2,1992. The City Council passed Resolution No. 2000-128 approving Addendum No. 2 to the final EIR for Rancho Santa Fe Road at their meeting on April 25, 2000. This EIR covers the realignment and widening of Rancho Santa Fe Road from La Costa Avenue to Melrose Drive, which includes the area being considered for reimbursement. Page 2 FISCAL IMPACT: RANCHO SANTA FE ROAD (PHASES 1 & 2): Project Costs: TASK DESCRIPTION Design Environmental Mitigation & Monitoring Right-of-Way Construction, Inspection, Materials Testing & Public Relations TOTAL ESTIMATED COST PHASE 1 $3,627,000 $3,687,000 $0 $18,681,000 $25,995,000 PHASE 2 $0 $700,000 $289,000 $19,215,000 $20,204,000 TOTAL $3,627,000 $4,387,000 $289,000 $37,896,000 $46,199,000 During the past few years, the City has continued to work on the formation of a Community Facilities District Number 2 (CFD No. 2) to fund the construction of Rancho Santa Fe Road. Until the CFD No. 2 is finally formed, developers in the Rancho Santa Fe Road area have chosen to enter into agreements with the City to prepay their obligation under the future CFD No. 2. Based on anticipated development and prepayment agreements, there are sufficient funds appropriated for the improvements described in the agreement. Funding: FUNDING SOURCE Community Facilities District & PFF Federal, & State Grants and Loans Reimbursements (Dev., CMWD & VWD) TOTAL PHASE 1 $19,132,000 $4,741 ,000 $2,122,000 $25,995,000 PHASE 2 $9,062,000 $7,270,000 $3,872,000 $20,204,000 TOTAL $28,194,000 $12,011,000 $5,994,000 $46,199,000 The Rancho Santa Fe Road project will be funded with a combination of Community Facilities District funds, Public Facilities Fee (PFF), Federal and State grants, and reimbursements from other agencies and developers. Reimbursement Agreement: Real Estate Collateral Management Company (RECM) will reimburse the City an estimated $1 .6 million; this amount is included as a portion of the item Reimbursements in the table above. Reimbursement by RECM is set to occur in three stages. The first stage, which has already been paid as part of the reimbursement agreement for Phase 1 , is for the work south of the Habitat Conservation Plan (HCP) area. The second stage, in which RECM will reimburse the City at the time of development of La Costa Oaks North, is for Phase 1 work north of the HCP and for Phase 2 work. The third stage is for construction of the Wildlife Crossing within the portion of the road crossing the HCP area, RECM will reimburse the City for the Wildlife Crossing at the time of settlement of CFD #2 or June 30, 2010, whichever occurs first. The City will reimburse RECM $501,590 for the construction of sidewalks, street lights and roadway landscape and irrigation within the HCP area. This will result in a net reimbursement of $1 .1 million. PageS EXHIBITS: 1. Location Map. 2. Resolution No. 2006-110 approving and authorizing execution of the First Amended and Restated Reimbursement Agreement for construction within the City of Carlsbad, Rancho Santa Fe Road North Realignment and Widening, (Phase 1, Project No. 3190; HCP Frontage Work; Phase 2, Project No. 3907). 3. First Amended and Restated Reimbursement Agreement for construction within the City of Carlsbad, Rancho Santa Fe Road North Realignment and Widening, (Phase 1, Project No. 3190; HCP Frontage Work; Phase 2, Project No. 3907). DEPARTMENT CONTACT: David Mauser, (760) 602-2739, dhaus@ci.carlsbad.ca.us / BIT I LOCATION MAP NOT TO SCALE PROJECT NAME RANCHO SANTA FE ROAD PHASES I & II PROJECT NUMBER 3190 1 DRAWN BY: SCOTT EVANS, CARLSBAD ENGINEERING UEPT. 10/15/01 C: \CAPIIAL\HELUING\J190.DWG RESOLUTION NO. 2006-110 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 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT FOR CONSTRUCTION WITHIN THE CITY OF CARLSBAD, RANCHO SANTA FE ROAD NORTH REALIGNMENT AND WIDENING, (PHASE 1, PROJECT NO. 3190; HCP FRONTAGE WORK: PHASE 2. PROJECT NO. 3907). WHEREAS, the City of Carlsbad proposes to widen and realign Rancho Santa Fe Road from La Costa Avenue to Melrose Drive pursuant to City Project No's. 3190 & 3907; and WHEREAS, Real Estate Collateral Management Company (the "Developer") is the Developer of the City approved project known as Carlsbad Tract 99-04, La Costa Oaks (the "Oaks Project"); and WHEREAS, the City and Developer desire to cooperate in the construction of Rancho Santa Fe Road North to the mutual benefit of both parties; and WHEREAS, the City and developer desire to amend and restate the previous reimbursement agreement to include the Rancho Santa Fe Road North Phase 2 portion of the project; and WHEREAS, the City Engineer has determined that construction of the outside lanes, curb and gutter, sidewalk and street lights at this time will result in cost savings to CFD No. 2; and WHEREAS, adequate funds to reimburse the Developer for constructing Rancho Santa Fe Road improvements exist with the fees collected pursuant to the proposed CFD No. 2 and Developer has agreed to reimburse City for their share of the costs. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Agreement is hereby approved. 3. That the Mayor is hereby authorized to execute the Agreement with Real Estate Collateral Management Company. 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 4. That the City Clerk is hereby authorized to cause the executed Agreement to be recorded in the Office of the County Recorder of San Diego County, State of California. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 2nd day of May , 2006 by the following vote, to wit: AYES: Council Members Lewis, Hall, Kulchin, Packard, Sigafoose NOES: None/ ABSENTj LORRAINE M. WOOD, City Clerk (SEAL) DGC# 2006-0496910 RECORDING REQUESTED BY WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Dr. Carlsbad, CA 92008 6079 JUL14, 2006 11:00 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE G R E G 0 R Y J. S MIT H, CO LI N TY R E CO R D E R FEES: 55.00 PAGES: 17 SPACE ABOVE THIS LINE FOR RECORDER'S USE REFERENCE: Doc # 2002-0609787, JUL 19, 2002, 4:09 PM Agreement for Reimbursement of Construction Costs for a Portion of Rancho Santa Fe Road North of La Costa Avenue. FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT FOR CONSTRUCTION WITHIN THE CITY OF CARLSBAD, RANCHO SANTA FE ROAD NORTH REALIGNMENT AND WIDENING, (PHASE 1, PROJECT NO. 3190; HCP FRONTAGE WORK; PHASE 2, PROJECT NO. 3907) BETWEEN CITY OF CARLSBAD, A Municipal Corporation AND REAL ESTATE COLLATERAL MANAGEMENT COMPANY Reimbursement Agreement 27817-5/1879968.4 1/17/06 ^080 FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT FOR CONSTRUCTION WITHIN THE CITY OF CARLSBAD, RANCHO SANTA FE ROAD NORTH REALIGNMENT AND WIDENING, (PHASE 1, PROJECT NO. 3190; HCP FRONTAGE; and PHASE 2, PROJECT NO. 3907) This Agreement for Reimbursement of Construction Costs for construction within the City of Carlsbad, Rancho Santa Fe Road Realignment and Widening, dated as of May 2 2006 ("Agreement'), is made at the City of Carlsbad, San Diego County, California, by and between the CITY OF CARLSBAD, a municipal corporation ("City') and Real Estate Collateral Management Company, a Delaware corporation ("Developer"), collectively ("the Parties"), with reference to the following recitals: RECITALS A. Developer is in the process of developing that certain real property located in the City of Carlsbad, California generally shown on Exhibit "A", attached hereto and made a part hereof, as the La Costa Oaks portion of the overall Villages of La Costa Master Plan. B. Developer filed separate applications for master tentative subdivision map and related approvals with respect to La Costa Oaks ("Project"). The Project has been granted City approvals including without limitation: Tentative Subdivision Map (CT 99-04), Planned Unit Development Permit (PUD 01-08), and Hillside Development Permit (HDP 99-02), all incorporated into and approved by City per City Council Resolution No. 2001-318, on October 23, 2001, (collectively the "Approvals"). C. The Project is located within the boundaries of a proposed Community Facilities District known as Community Facilities District No. 2 - Rancho Santa Fe and Olivenhain Road ("CFD 2") and Developer has executed the Petition, Waiver and Consent to Creation of a Community Facilities District and Agreement to Pay Fair Share, in connection therewith, (the "Petition") to finance construction of Rancho Santa Fe Road as more particularly described therein and as required by the Approvals. Developer is required to pay its fair share assessment under the Petition at filing of final maps for the project. D. The Parties entered into that previous Reimbursement Agreement, dated June 7, 2002, regarding only City's Phase I, Project 3190, and now wish to further expand their cooperation to additional project components and amend and restate the prior Reimbursement Agreement. The Parties agree that the construction of Rancho Santa Fe Road is of great importance to both parties. The alignment of Rancho Santa Fe Road generally bisects the Project. Developer is currently processing plans for development of La Costa Oaks North, CT 99-04-03. Developer and City have worked closely to coordinate construction of both the Project and Rancho Santa Fe Road Realignment and Widening for the following three components: (1) the outside lane construction work for Phase 1, Project No. 3190 through La Costa Oaks South and portions of La Costa Oaks North (the "RSF Phase 1 Work"); (2) frontage improvements to RSF Road through the Habitat Conservation Plan (HCP) area ("HCP Frontage Work"); and (3) the outside Reimbursement Agreement 27817-5/1879968.4 2 1/17/06 lane construction work for RSF Road Phase 2, Project No. 3907 through La Costa Oaks North (the "RSF Phase 2 Work"). E. The Parties agree that cost savings can be achieved by having portions of Developer's outside lane obligations for RSF Phase 1 and Phase 2 Work constructed as part of the City road construction projects and to have Developer construct City's HCP Frontage Work as part of Developer's other frontage improvements. F. The Parties acknowledge that Government Code Section 66485 allows the City to require a sub-divider to construct improvements benefiting property outside the subdivision; and in such circumstances, Section 66486 requires the City to enter into a reimbursement agreement for such improvements. The Parties intend that this Agreement satisfy the requirements of Government Code Section 66486. G. The "Agreement for Reimbursement of Construction Costs for a Portion of Rancho Santa Fe Road North of La Costa Avenue between the Parties", dated June 7, 2002, Section 3 .(g) states "City agrees to construct, with reimbursement from Developer, Developer's portion of the outside curb & gutter, pavement, and base within the limits of the Project as part of Rancho Santa Fe Road Phase 1 construction. Reimbursement for these facilities and any others to be constructed by City for Developer shall be spelled out in a separate reimbursement agreement prior to award of contract by City for the Phase 1 construction." H. The "Agreement for Reimbursement of Construction Costs for a Portion of Rancho Santa Fe Road North of La Costa Avenue between the Parties", dated June 7, 2002, Section 4(h) states "Developer agrees to enter into a reimbursement agreement with City for reimbursement of outside curb & gutter, pavement and base within the limits of the Project as part of Rancho Santa Fe Road Phase 1 construction. The reimbursement agreement shall be executed prior to award of contract by City for the Phase 1 construction." I. The Rancho Santa Fe Road realignment is a City project for which the City has collected, and will continue to collect, funds from the developers of projects located within the boundaries of the proposed CFD No. 2, as well as contributing Citywide CFD No. 1 Funds and financing from other governmental sources. For purposes of this Agreement the City's financing program and resulting funds, whether collected prior to or after formation of the proposed CFD No. 2, are referred to herein as "Financing Program Funds." J. The Parties now wish to restate and amend the "Agreement for Reimbursement of Construction Costs for a Portion of Rancho Santa Fe Road North of La Costa Avenue between the Parties", dated June 7, 2002, to include construction, reimbursement and payment arrangements for each of the RSF Phase I Work, the HCP Frontage Work and the RSF Phase 2 Work (collectively referred to as the "Reimbursable Work"). NOW, THEREFORE, the City and Developer agree as follows: 1. Recitals. The Recitals are true and correct and incorporated herein by this reference. 2. Reimbursable Work. Reimbursement Agreement 27817-5/1879968.4 3 1/17/06 a. RSF Phase 1 and Phase 2 Work. The portion of the overall Reimbursable Work for RSF Phase 1 Work adjacent to La Costa Oaks South (southerly of the HCP area) is fully described in "Scope of RSF Phase 1 Reimbursable Work and Cost Summary" attached hereto as Exhibit "B" and the portion of the Reimbursable Work for RSF Phase 1 adjacent to La Costa Oaks North (northerly of the HCP area) and the Wildlife Crossing are shown on the Scope of Reimbursable Work and Cost Summary attached hereto as Exhibit "C" and made a part hereof. The Reimbursable Work for the RSF Phase 2 Work is fully described in the "Scope of Reimbursable Work and Cost Summary" attached hereto as Exhibit "D" and made a part hereof. The RSF Phase 1 and Phase 2 Reimbursable Work generally consists of the construction of pavement and base for the outside twelve (12) feet of the roadway plus right turn lanes and bus turn outs, the outside curb & gutters, storm drain pipes, curb inlets and inlet local depressions, joint utility trench, sleeves for electric conduits, sleeves for irrigation piping and controller wiring within the boundary of the Project, and the construction of the wildlife crossing and design costs to include these facilities in the City plans and specifications. Reimbursable Work does not include any other expenses that Developer would not incur if Developer constructed the improvements under a private contract. RSF Phase 1 and Phase 2 Reimbursable Work shall be constructed by City and the cost of which will be reimbursed by Developer pursuant to this Agreement. At present, the RSF Phase 1 work including the Wildlife Crossing have been completed. The costs for (1) RSF Phase 1 Reimbursable Work is $692,229.00 as shown on Exhibits "B" & "C", (2) the cost for the Wildlife Crossing is $449,010.00 as shown on Exhibit "C" and the estimated cost for (3) RSF Phase 2 Reimbursable Work is $499,561.00 as shown on Exhibit "D". b. HCP Frontage Work. The portion of the overall Reimbursable Work for the HCP Frontage Work is more particularly described in the "Scope of HCP Frontage Reimbursable Work and Cost Summary" attached hereto as Exhibit "E" and made a part hereof. The HCP Frontage Work generally consists of sidewalk, median hardscape, planting and irrigation, parkway planting and irrigation, utility trenching and pavement removal. The HCP Frontage Work have been constructed by Developer and the cost of which shall be reimbursed by City pursuant to this Agreement. The cost for HCP Frontage Reimbursable Work is $502,589.61 as shown on Exhibit "E". 3. General City Obligations. / a. City shall prepare the necessary plans, specifications, and other design and bid documentation for RSF Phase 1 and Phase 2 Work. These plans and specifications are identified as City of Carlsbad Project No. 3190, Drawing No. 368-2 (Phase 1) and Project No. 3907 Drawing No. 368-2B (Phase 2). b. City has obtained, or will obtain, all easements and rights-of-way required to complete construction of the Reimbursable Work. c. City shall pay the expenses of environmental monitoring for all RSF Phase 1 and Phase 2 Reimbursable Work directly from the Financing Program Funds and shall provide those services directly. Reimbursement Agreement 27817-5/1879968.4 4 1/17/06 d. City has obtained, or will obtain, all required environmental and other permits for all Reimbursable Work. City agrees to process any environmental and other permits related to the Reimbursable Work which may fall under City jurisdiction in a timely manner, and shall not unreasonably withhold or delay approval of any other permits needed for the Reimbursable Work. e. During the performance of any Reimbursable Work, City and Developer shall retain detailed payment records for all items of Reimbursable Work. f. City agrees to credit Developer against Developer's final reimbursement payments to City for RSF Phase 1 and Phase 2 Reimbursable Work, the (1) the full amount of $365,446 which amount is the $443,610 Developer deposited with the City as the estimated costs of the southerly portion of RSF Phase 1 Reimbursable Work minus the $78,164 returned to Developer for the sewer facilities (Schedule F), (2) the final costs of constructing the HCP Frontage Reimbursable Work as described in Exhibit "E" hereto and (3) the final costs of the Wildlife Crossing, which Wildlife Crossing work and costs is described and shall be separately reimbursed as set forth in Section 4.d. below. 4. General Developer Obligations. a. By entering into this Agreement, Developer waives any and all potential constitutional objections (Nolan/Dolan) relating to all Reimbursable Work. b. On December 4, 2002, Developer deposited with City $443,610, being the estimated costs of the portion of Reimbursable Work for RSF Phase 1 southerly of the HCP area. Prior to City Council approval of the first final tract map ("A" Map) for La Costa Oaks North, Developer shall deposit with the City the estimated, or if RSF Phase 1 or Phase 2 Reimbursable Work is then completed, the final costs therefore, LESS the sum of the following amounts: (1) the remaining portion of the RSF Phase 1 deposit of $365,446, (2) the final costs of the HCP Frontage Reimbursable Work as shown on Exhibit "E", (3) the final cost of the Wildlife Crossing as described in Section 4.d. below. The amount to be deposited prior to approval of the final map for La Costa Oaks North is $323,754.39 as shown on Exhibit "F", the Summary of Cost and Deposits, attached hereto and made a part hereof. c. Developer and City shall compute the final costs of all Reimbursable Work and make the final payments as provided in Section 7.e. below, at the earliest of (i) Completion of all Reimbursable Work; (ii) the final accounting for the Financing Program Funds or; (iii) June 30, 2010. d. Notwithstanding Section 4.c. above, Developer shall reimburse City for the cost of the Wildlife Crossing, Item No. A—65 of Exhibit "C", at the time the final accounting for the Financing Program Funds is undertaken or June 30, 2010, whichever occurs first. 5. Bidding. a. RSF Phase 1 and Phase 2 Work. Reimbursement Agreement 27817-5/1879968.4 5 1/17/06 With respect to all hard costs of construction comprising the RSF Phase 1 and Phase 2 Reimbursable Work, City shall advertise bids from reputable contractors. Reimbursable Work will be bid and contracted together with City's other work. Upon selection of the lowest responsible bidder, the costs thereof shall be allocated as necessary among the categories consistent with the method and process used in Exhibits "C", and "E" which amounts shall then represent the agreed cost of RSF Phase 1 and Phase 2 Reimbursable Work, subject to change orders. The Parties agree that Exhibits "B", "C", "D" and "E" are a fair allocation of the costs under such contract as among the components of Reimbursable Work. Costs shown in Exhibit "D" are subject to modification through change orders consistent with Paragraph 6(e) of this Agreement. b. HCP Frontage Work . Developer shall separately and competitively bid the HCP Frontage Work upon selection of the lowest responsible bidder and the costs in Exhibit "E" shall be adjusted as described in Section 5.a. above. 6. Reimbursable Expenses. a. Final costs for all Reimbursable Work (including without limitation City's overhead and allowance permitted under Section 6(c) below) are referred to herein collectively as "Reimbursable Expenses." b. All reimbursement obligations hereunder shall be based upon the actual costs incurred by City and Developer in contracting for the Reimbursable Work (in addition to overhead and the allowances specified in Section 6(c) below). c. Notwithstanding anything herein to the contrary, in addition to the actual construction costs for Reimbursable Work incurred by either party, each specifically agrees that each of the following elements shall be deemed part of the total Reimbursable Expenses: i. Proportionate share of costs paid for inspection and testing relating to the Reimbursable Work. Such share shall be 12 percent as shown on Exhibits B through E attached hereto. ii. Proportionate share of cost paid for contract administration for the Reimbursable Work. Such share shall be 2 percent as shown on Exhibits B through E attached hereto. iii. The cost to design the Reimbursable Work plans. Such cost shall be mutually agreed to by both parties after submittal of sufficient documentation to establish actual cost. iv. Proportionate share of cost paid-for construction support as that construction support relates to the Reimbursable Work. For the Reimbursable Work, payment for construction support shall be included in the final recalculation of the Reimbursable Expenses pursuant to Section 7(e) below. Such share shall be 5 percent as shown on Exhibits B through E attached hereto. Reimbursement Agreement 27817-5/1879968.4 6 1/17/06 d. Reimbursable Work will be deemed complete upon the City's receipt of all final lien releases, approvals, certificates, and City's approval of the construction punch list. e. All change orders affecting the Reimbursable Work shall be subject to approval by the Parties. At the time of approval, the Parties shall also determine the portion of the change order allocated to separate components of Reimbursable Work. Within ten (10) days following City approval of any change order affecting the Reimbursable Work, Developer shall deposit with City, the actual cost, if any, necessary to fund the change order. 7. Final Payment of Reimbursable Expenses. a. Final Payment of Reimbursable Expenses shall be made as specified in Section 4.c. above. b. Payment of any Reimbursable Expenses under this Agreement shall not be reduced for fees or charges that may be payable as a condition of obtaining permits for the development of any portion of La Costa Oaks or Developer's other projects. City shall not offset Developer's reimbursement under this Agreement against any other obligation of any person. c. The City shall not unreasonably withhold, condition or delay acceptance of the Reimbursable Work. d. The Parties agree that the sole source of reimbursement shall be Developer's funds subject to any credit due Developer for the HCP Frontage Reimbursable Work and any Developer deposits previously made with the City. Developer represents and warrants it has sufficient funds presently available to make the deposits and any final payment as provided herein. e. Within thirty (30) days from the earliest date set for final payment for Reimbursable Work as provided in Section 4.c. above, the City and Developer shall make a final recalculation of the actual costs of Reimbursable Work. Within thirty (30) days of the completion of the final recalculation, any overpayment for the Reimbursable shall be refunded to Developer or any underpayment paid by Developer. In the event that any component of the Reimbursable Work has not yet been completed, then the parties shall use the estimated cost thereof, as may be adjusted pursuant to Section 6 above. 8. Disputes/Claims. If a dispute should arise regarding the performance or interpretation of this Agreement, the following procedure shall be used to initially resolve any question of fact or interpretation not informally resolved by the parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this Agreement shall be reduced to writing by the principal of Developer or the Director. A copy of such documented dispute shall be forwarded to the other party involved along with proposed methods of resolution that would be of benefit to both parties. The Director, or principal, upon receipt, shall reply to the letter, including a proposed method of resolution within ten (10) days. If the proposed resolution is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the office of the City Manager as soon as practicable. The City Council may, but is not obligated to resolve the dispute. If the City Council considers the dispute, and directs a solution, the action of the City Council shall be Reimbursement Agreement 27817-5/1879968.4 7 1/17/06 6086 binding upon the parties for purposes of processing any Reimbursement Requests, provided however, nothing in this Agreement shall prohibit the parties from seeking remedies available to them at law or equity. 9. Assignment of Contract. The City shall not assign this contract or any part thereof or any monies due hereunder without the prior written consent of the Developer, which consent shall not be unreasonably withheld, delayed or conditioned. 10. Notices. Unless otherwise specifically provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered upon personal delivery, or by Federal Express (or similar reputable express delivery service), or by facsimile transmission with back-up copy mailed the same day, or as of the second business day after mailing by United States Certified Mail, return receipt requested, postage prepaid, address as specified herein. Notices required to be given to Developer shall be addressed as follows: REAL ESTATE COLLATERAL MANAGEMENT COMPANY c/o Morrow Development, Inc. Attention: Fred M. Arbuckle, President 1903 Wright Place, Suite 180 Carlsbad, CA 92008 Telephone: (760) 929-2701 FAX: (760)929-2705 Notices to City shall be delivered to the following: CITY OF CARLSBAD Engineering Department Attention: Public Works Director 1635 Faraday Avenue Carlsbad, CA 92008 Telephone: (760) 602-2730 FAX: (760)602-8562 Each party shall notify the other immediately of any changes of address that would require any notice delivered hereunder to be directed to another address. 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. 12. Governing Law and Venue. This Agreement shall be interpreted and enforced under the laws of the State of California and venue shall be in San Diego County, California. 13. Complete Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter contained herein, and supersedes all negotiations, discussions, and prior drafts with respect to this subject matter. Reimbursement Agreement 27817-5/1879968.4 8 1/17/06 14. Amendment. This Agreement may be amended only by a written instrument executed by City and Developer. 15. Term. This Agreement shall be effective as of the date first above written, and shall terminate on the date the Developer fully pays City its Reimbursement Expenses. 16. No Third Party Beneficiaries. This Agreement shall not be deemed to confer any rights upon any individual or entity that is not a party hereto, and the parties hereto expressly disclaim any such third-party benefit. 17. Indemnification. City shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless Developer, its officers, agents, and employees, against any challenges to the award of contract(s) for the Reimbursable Work to contractor(s). Defense costs include the cost of separate counsel for the Developer, if the Developer reasonably requests separate counsel, as well as the payment of any fines or judgments. 18. Severability. The invalidity or unenforceability of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity or enforceability of any other provision hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. REAL ESTATE COLLATERAL CITY MANAGEMENT COMPANY, a Delaware Co corporation 75.2^ Fred R. Schimel Vice President ATTEST: Lorraine M. Wood City Clerk APPROVED AS TO FORM: RONAM} R. BALL, City Attorney / .By:.Deputy City Attorney Reimbursement Agreement 27817-5/1879968.4 1/17/06 STATE OF ILLINOIS COUNTY OF COOK ss. On /) f C!L 13, 2006 before me, Diana C. Moreno, Notary Public, PERSONALLY APPEARED Fred Schimel personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. * "OFFICIAL SEAL" DIANA C. MORENO NOTARY PUBLIC, STATE OF ILLINOIS _ _ MY COMMISSION ^EXPIRES 10/4/2009 Signature:_ Diana C. Moreno Exhibit "A" La Costa Oaks SAN EUJO ROAD LOT NUMBERS (TYPICAL) R:\nQ71\fcPln\0071xl39 B.5 x II I ot Fxhibit-f or Tin n.dwnf 1711lNov-H- EXHIBIT "B" "SCOPE OF REIMBURSABLE WORK AND COST SUMMARY" RANCHO SANTA FE ROAD NORTH, PHASE 1 - PORTION SOUTH OF HCP CITY/RECM (w/BID UNIT PRICES AND FINAL QUANTITIES) 6090 Item No. Description Qty Unit Unit Price Total Reimbursable RECM Qty Total SCHEDULE A: STREET IMPROVEMENTS & GRADING A-10 A-11 A -27 A -54 A -55 A -56 A -58 A -69 A -68 Crushed Aggregate Base Asphalt Concrete Type B Inlet Depression 4" - 6" PVC Irrigation Sleeve 2" - 3" PVC Electric Service Sleeve Joint Utility Trench 6" Type G C & G per SDRSD G-2 Stamped Concrete - Median PCC Paving (8") 37,000 30,500 15 530 2,900 380 14,700 13,700 2,500 CY TON EA LF LF LF LF SF SF $ 13.06 $ 41.00 $ 810.00 $ 8.00 $ 4.00 $ 52.00 $ 10.00 $ 4.45 $ 5.40 $ 483,220 $1,250,500 $ 12,150 $ 4,240 $ 11,600 $ 19,760 $ 147,000 $ 60,965 $ 13,500 3,226 2,288 9 108 1,656 128 4,392 408 1,995 $ 42,132 $ 93,813 $ 7,290 $ 864 $ 6,624 $ 6,656 $ 43,921 $ 1,816 $ 10,773 Total Schedule A $2,002,935 $ 213,889 SCHEDULE B: RECYCLED WATER IMPROVEMENTS (OMWD Service Area) B-2 B-3 B-4 B-5 B-7 B-8 8" C900 Class 150 PVC. 2" Irrigation Service. 12" Resilient Wedge Gate Valve per OMWD Standard Drawing No. D-2.3 8" Resilient Wedge Gate Valve per CMWD Standard Drawing No. W16. 2" MAR Assembly OMWD Std Dwg No. A-2.3 2" Blow-Off Assembly per OMWD Standard Drawing No. A- 1.1 126 15 10 2 8 10 LF EA EA EA EA EA $ 42.00 $ 1,900.00 $ 2,000.00 $ 1,150.00 $ 1,700.00 $ 1,700.00 $ 5,292 $ 28,500 $ 20,000 $ 2,300 $ 13,600 $ 17,000 36 13 2 1 2 1 $ 1,512 $ 24,700 $ 4,000 $ 1,150 $ 3,400 $ 1,700 Total Schedule B $ 32,900 $ 36,462 SCHEDULE D: POTABLE WATER IMPROVEMENTS (OMWD) D-3 D-10 8" Potable Water C 900 Class 150 PVC 2" Manual Air Release Assembly per OMWD Std Dwg. A-2.3 126 1 LF EA $ 51.00 $ 1,800.00 $ 6,426 $ 1,800 126 1 $ 6,426 $ 1,800 Total Schedule D $ 8,226 $ 8,226 CO#8 | Realign 8" Water Line @ Sta 207+98 1 |LS $ 833.83 $ 834 1 $ 834 Total Potable Water $ 9,060 $ 9,060 SCHEDULE F: SEWER IMPROVEMENTS (LCWD Service Area) SCHEDULE F WAS CONSTRUCTED BY RECM F-1 F-2 F-3 Concrete Sewer 5' diameter manhole per LCWD Dwg 5-4 Concrete Sewer 4' Diameter Manhole per LCWD Dwg 5-3 8" PVC, SDR 35 Gravity Sewer 0 0 0 EA EA LF $ 4,700.00 $ 3,500.00 $ 53.00 $ $ $ - - - $ $ $ Total Schedule F $ - $ - Subtotal Schedules Contingency 10% Total Schedules Inspection & Testing 12% Contract Administration 2% Construction Support 5% TOTAL SOUTH OF HCP DESIGN: $2,044,061 $ $2,044,061 $ 245,287 $ 40,881 $ 102,203 $2,432,433 $ 259,411 $ $259,411 $ 31,129 $ 5,188 $ 12,971 $ 308,699 COST TO REDESIGN CITY PLANS TO REFLECT WORK PERFORMED BY $ 59,725 DEVELOPER AS PART OF DRAWING NO. 368-2C. (Tasks No. 8-11, 17 &18 of Dokken Engineering Amendment No. 7) TOTAL COST TO BE PAID BY DEVELOPER $ 368,424 NOTES 1 Schedules and Item No.'s refer to Bid Schedules for Rancho Santa Fe Road, Phase 1, Project No. 3190-1 Prepared: August 26, 2002 Rev.: October 22, 2002 Rev.: October 30, 2002 Rev.: Jan. 16, 2006 By: Helming Engineering, Inc.Page 1 of 1 EXHIBIT "C" "SCOPE OF REIMBURSEABLE WORK AND COST SUMMARY" RANCHO SANTA FE ROAD, PHASE 1 - POR. N. OF HCP & WILDLIFE CROSSING (w/BID UNIT PRICES AND FINAL QUANTITIES) Item No.Description Qty Unit Unit Price Total Reimbursable RECM Qty Total SCHEDULE A: STREET IMPROVEMENTS & GRADING A-10 A-11 A -22 A -27 A -32 A -36 A -45 A -54 A -55 A -56 A -58 A -69 A -68 Crushed Aggregate Base Asphalt Concrete Type B-5 Clean Out per SDRSD D-10 & B-5 Clean Out (Modified) Type B Inlet Depression 18" RCP Storm Drain (1350-D) [with watertight joints] 30" RCP Storm Drain (1350-D) [with watertight joints] Pipe Plug 4" - 6" PVC Irrigation Sleeve 2" - 3" PVC Electric Service Sleeve Joint Utility Trench 6" Type G C & G per SDRSD G-2 Stamped Concrete - Median PCC Paving (8") 3,700 30,500 12 15 516 383 3 530 2,900 380 14,700 13,700 2,500 CY TON EA EA LF LF EA LF LF LF LF SF SF $ 13.06 $ 41.00 $ 4,450.00 $ 810.00 $ 64.00 $ 77.00 $ 650.00 $ 8.00 $ 4.00 $ 52.00 $ 10.00 $ 4.45 $ 5.40 $ 48,322 $1,250,500 $ 53,400 $ 12,150 $ 33,024 $ 29,491 $ 1,950 $ 4,240 $ 1 1 ,600 $ 19,760 $ 147,000 $ 60,965 $ 13,500 1,666 1,153 1 3 16 90 2 53 826 118 2,133 408 - $ 21,752 $ 47,277 $ 4,450 $ 2,430 $ 1 ,024 $ 6,930 $ 1,300 $ 424 $ 3,304 $ 6,136 $ 21,326 $ 1,816 $ Total Schedule A $1,685,902 $ 118,169 SCHEDULE C: RECYCLED WATER AND POTABLE WATER IMPROVEMENTS (VWD Service Area) C-3 C-4 C-5 C-9 C-10 C-11 C-14 C-15 *C-23 *C-24 8" Recycled Water C 900 Class 150 PVC. 12" Potable Water Class 350 DIP 8" Potable Water Class 350 DIP, Tyton Joint with Poly-Wrap including Fittings 12" Resilient Wedge Gate Valve per VWD Standard Drawing No. W-14 & W-16 8" Resilient Wedge Gate valve per VWD Standard Drawing No. W14 and W16. 2" Irrigation Service per VWD Standard Drawing No. B-1.5. 1" Air Release and Vacuum Relief Valve per VWD Standard Drawing No. W-2 2" Blow-Off Assembly per VWD Standard Drawing No. W-1 24" X 8" Tee w/TB 12"x8"Teew/TB 34 1067 109 6 1 5 1 7 1 1 LF LF LF EA EA EA EA EA EA EA $ 61.00 $ 45.00 $ 61.00 $ 2,000.00 $ 1,250.00 $ 2,500.00 $ 2,200.00 $ 1,600.00 $ 300.00 $ 200.00 $ 2,074 $ 48,015 $ 6,649 $ 12,000 $ 1,250 $ 12,500 $ 2,200 $ 11,200 $ 300 $ 200 34 1,067 109 4 2 3 1 4 1 1 $ 2,074 $ 48,015 $ 6,649 $ 8,000 $ 2,500 $ 7,500 $ 2,200 $ 6,400 $ 300 $ 200 Total Schedule C $ 96,388 $ 83,838 Prepared: October 22, 2002 Rev.: October 30, 2002 Rev.: Jan. 16,2006 By: Helming Engineering, Inc.Page 1 of 2 EXHIBIT "C" "SCOPE OF REIMBURSEABLE WORK AND COST SUMMARY" RANCHO SANTA FE ROAD, PHASE 1 - POR. N. OF HCP & WILDLIFE CROSSING (w/BID UNIT PRICES AND FINAL QUANTITIES) Item No.Description Qty U nit Unit Price I Total Reimbursable RECM Qty Total SCHEDULE E: SEWER IMPROVEMENTS (VWD Service Area) E-1 E-2 CO#12 Concrete Sewer 5' x 3' manhole 5 E 8" PVC, SDR 35 Gravity Sewer 1 , 1 64 LI Total Schedule E Add 8" Sewer HCP to E/H Street 1 |LS Total Sewer Improvements Subtotal Schedules Contingency 10% Total Schedules Inspection & Testing 12% Contract Administration 2% Construction Support 5% TOTAL NORTH OF HCP A $ 3,500.00 $ 17,500 - $ 25.00 $ 29,100 $ 46,600 $ 23,498.00 | $ 23,498 $ 70,098 $1,828,890 $ $1,828,890 $ 219,467 $ 36,578 $ 91,445 $2,176,379 5 $ 17,500 1,164 $ 29,100 $ 46,600 1 | $ 23,498 $ 70,098 $ 272,105 $ $272,105 $ 32,653 $ 5,442 $ 13,605 $ 323,805 NOTES 1 Schedules and Item No.'s refer to Bid Schedules for Rancho Santa Fe Road, Phase 1, Project No. 3190-1 2 Unit Costs to be opdated from City accepted Bid. 3 Items marked with an * are not listed on the City Bid Schedule but may appear as a change order item during construction. WILDLIFE CROSSING A -65 C0#15 (Wildlife Crossing | 1 | EA Subtotal Wildlife Crossing | Modify Top of Wildlife Skylight | 1 |LS Total Wildlife Crossing Inspection & Testing 12% Contract Administration 2% Construction Support 5% WILDLIFE CROSSING TOTAL $ 376,000.00 | $ 376,000 | | 1 $ 376,000 $ 1,319.07 | $ 1,319 | | 1 $377,319 $ 45,278 $ 7,546 $ 18,866 $ 449,010 $ 376,000 $ 376,000 $ 1,319 $377,319 $ 45,278 $ 7,546 $ 18,866 $ 449,010 Prepared: October 22, 2002 Rev.: October 30, 2002 Rev.: Jan. 16, 2006 By: Helming Engineering, Inc.Page 2 of 2 EXHIBIT "D" "SCOPE OF REIMBURSABLE WORK AND COST SUMMARY" RANCHO SANTA FE ROAD NORTH, PHASE 2 CITY/RECM (w/BID UNIT PRICES) Item No.Description Qty Unit Unit Price Total Reimbursable RECM Qty Total SCHEDULE A: STREET IMPROVEMENTS & GRADING A-13 A-14 A -28 A -27 A -27 A -28 A -28 A -44 A -78 A -82 A -89 A -91 A -90 A -20 Crushed Aggregate Base (18" Thick) Asphalt Concrete (6" Thick) 19' TypeB-1 Curb Inlet 7' Type B-1 Curb Inlet 13' Type B-1 Curb Inlet 20' Type B-1 Curb Inlet 30' Type B-1 Curb Inlet 36" RCP STORM DRAIN (1350-D) 4" - 6" PVC Irrigation Sleeve Joint Utility Trench 6" Type G C & G per SDRSD G-2 4" PCC Sidewalk Stamped Concrete - Median PCC Paving (8") Bus Stops Subgrade prep 15,300 13,310 1.00 1.00 1.00 1.00 1.00 85.00 546 - 7,705 23,150 21,570 4 500,000 CY TON EA EA EA EA EA LF LF LF LF SF SF EA SF-IN $ 22.00 $ 43.00 $ 6,400.00 $ 4,900.00 $ 4,900.00 $ 6,400.00 $ 6,400.00 $ 120.00 $ 11.00 $ 24.00 $ 17.00 $ 3.00 $ 5.00 $ 8,900.00 $ 0.20 $ 336,600 $ 572,330 $ 6,400 $ 4,900 $ 4,900 $ 6,400 $ 6,400 $ 10,200 $ 6,006 $ $ 130,985 $ 69,450 $ 107,850 $ 35,600 $ 100,000 3,285 1,810 1 1 1 1 1 16 546 - 3,262 2,220 6,520 2 57,931 $ 72,271 $ 77,845 $ 6,400 $ 4,900 $ 4,900 $ 6,400 $ 6,400 $ 1,920 $ 6,006 $ $ 55,449 $ 6,660 $ 32,602 $ 17,800 $ 11,586 Total Schedule A $ 1,398,021 $ 311,140 SCHEDULE C: POTABLE WATER IMPROVEMENTS (VWD Service Area) C-11 C-31 C-28 12" Potable Water DIP Class 250 12" Resilient Wedge Gate Valve per VWD Standard Drawing No. W-14 & W-16 2" B low-Off Assembly per VWD Standard Drawing No. W-1 945 5 11 LF EA EA $ 45.00 $ 2,000.00 $ 1,800.00 $ 42,525 $ 10,000 $ 19,800 660 2 2 $ 29,700 $ 4,000 $ 3,600 Total Schedule B $ 72,325 $ 37,300 SCHEDULE D: RECYCLED WATER IMPROVEMENTS LF EA $ $ - - $ $ Total Schedule D $ - $ SCHEDULE D: SEWER IMPROVEMENTS (VWD Service Area) E-1 E-7 8" PVC, C-900 Gravity Sewer Concrete Sewer 5' manhole 1425 9 LF EA $ 35.00 $ 4,300.00 $ 49,875 $ 38,700 1,425 5 $ 49,860 $ 21,500 Total Schedule E $ 88,575 $ 71,360 Subtotal Schedules Contingency 10% Total Schedules Inspection & Testing 12% Contract Administration 2% Construction Support 5% TOTAL $ 1,558,921 $ 155,892 $1,714,813 $ 205,778 $ 34,296 $ 85,741 $ 2,040,628 $ 419,799 $ $419,799 $ 50,376 $ 8,396 $ 20,990 $ 499,561 NOTES: 1 Schedules and Item No.'s refer to Bid Schedules for Rancho Santa Fe Road, Phase 2, Project No. 3907-1 Prepared: May 12, 2003 Revised w/ Bid Unit prices June 23, 2004 By: Helming Engineering, Inc.Page 1 of 1 Exhibit "E" "Scope of HCP Frontage Reimbursable Work and Cost Summary" RANCHO SANTA FE ROAD NORTH - HCP WORK BY RECM (Bid Unit prices and Final Quantities) Item No. | Description Qty | Unit Unit Price Total Water Improvements 1 |1 1/2" Irrigation Meter 2 Ea $ 17,098.00 $ 34,196.00 Total Water Improvements $ 34,196.00 Street Improvements 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Pavement Removal (Old RSF) JUT; Elec. Facilities Benefiting City Electric Extension Deposit Electric Meter Pedestal; Irr. Controllers Street Lights Street Light Conduit 4" PVC Irrigation Sleeve 2" PVC Electrical Sleeve Grade For Median Concrete 6" Class 2 Base For Median Conctrete Median Concrete Grade For Sidewalk; 5' Sidewalk Sidewalk Median Landscape; Irrigation Median Landscape; Planting Parkway Landscape; Irrigation Parkway Landscape; Planting 55,250 1,540 1 2 5 1,750 400 400 7,348 7,348 7,348 21,625 21,625 25,564 25,564 17,760 17,760 SF LF LS LS EA LF LF LF SF SF SF SF SF SF SF SF SF $ 1.00 $ 5.60 $ 2,000.00 $ 3,000.00 $ 2,900.00 $ 2.00 $ 15.00 $ 12.00 $ 0.87 $ 0.85 $ 4.50 $ 0.55 $ 2.02 $ 1.60 $ 2.05 $ 2.30 $ 2.93 $ 55,250.00 $ 8,624.00 $ 2,000.00 $ 6,000.00 $ 14,500.00 $ 3,500.00 $ 6,000.00 $ 4,800.00 $ 6,392.76 $ 6,245.80 $ 33,066.00 $ 11,893.75 $ 43,682.50 $ 40,902.40 $ 52,406.20 $ 40,848.00 $ 52,036.80 Total Street Improvements $ 388,148.21 Subtotal Improvements Inspection 12.00% Contract Administration 2.00% Construction Support 5.00% Subtotal Soft Cost Total Improvements Constructed By RECM Through The HCP $ 422,344.21 $ 50,681.31 $ 8,446.88 $ 21,117.21 $ 80,245.40 $ 502,589.61 NOTES: 1 Joint Utility Item 3: City pay 10% of RECM cost for City benefitted facilities. 2 Electric Extension Deposit Item 4 City pay 5% of RECM cost. Rev.: Jan.16, 2006 by: Helming Engineering, Inc. By: RECM Page 1 of 1 • }1 EXHIBIT "F" RANCHO SANTA FE ROAD NORTH, PHASES 1 2 REIMBURSEMENT AGREEMENT BETWEEN CITY & RECM SUMMARY OF REIMBURSEMENT AGREEMENT COSTS Component Exhibit Estimated Cost Final Cost RSF Phase 1 - Southerly of HOP Exhibit "B" $ 368,424.00 RSF Phase 1 - Northerly of HCP Exhibit "C" $323,805.00 Final Cost Phase 1 w/o Wildlife Crosing $ 692,229.00 RSF Phase 2 Exhibit "D" $ 499,561.00 Cost Phase 1 (Final) & Phase 2 (Est.) w/o Wildlife Crossing $ 1,191,790.00 Deposit by Developer for Phase 1 $ 365,446.00 HCP Frontage Improvements Exhibit "E" $ 502,589.61 Total Cost by Developer $ 868,035.61 Deposit by RECM Due Prior to Approval of Final Map for La Costa Oaks North $ 323,754.39 Wildlife Crossing Exhibit "C" $449,010.00 Page 1 of 1 Prepared: Jan. 17, 2006 by: Helming Engineering, Inc.