HomeMy WebLinkAbout2010-06-29; City Council; 20287; Reimbursement Agreement RECMCITY OF CARLSBAD - AGENDA BILL
AB# 20,287
MTG. 6/29/10
DEPT. FIN
APPROVE AND AUTHORIZE
EXECUTION OF AMENDMENT TO
THE FIRST AMENDED AND
RESTATED REIMBURSEMENT
AGREEMENT WITH RECM
DEPT. DIRECTOR
CITY ATTORNEY
CITY MANAGER
RECOMMENDED ACTION:
Adopt Resolution No. 2010-166 approving and authorizing execution of the
Amendment to 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).
ITEM EXPLANATION:
The Rancho Santa Fe Road ("RSF Rd") 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"), developed by Real
Estate Collateral Management Company ("RECM"), straddles a portion of Rancho Santa Fe
Road project area. At the November 19, 2002 City Council meeting, the City Council adopted
Resolution No. 2002-337 approving a reimbursement agreement with 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 RSF Rd financing plan.
That agreement also established that further reimbursements for Phase 2 of RSF Rd North
were anticipated and that the agreement could be amended to include these reimbursements.
Engineering staff and RECM desired to further expand their cooperation to additional project
components and amend and restate the prior Reimbursement Agreement to include 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 Rd through the Habitat Conservation Plan (HCP)
area ("HCP Frontage Work"); and (3) the outside lane construction work for RSF Rd Phase 2,
Project No. 3907 through La Costa Oaks North (the "RSF Phase 2 Work"). The proposed
amendment was brought before City Council. At the May 2, 2006 Council Meeting, City Council
adopted Resolution No. 2006-110 approving an amended and restated reimbursement
agreement ("First Amended and Restated Reimbursement Agreement") with RECM.
DEPARTMENT CONTACT: Aaron Beanan 760-602-2430 aaron.beanan@carlsbadca.gov
FOR CITY CLERKS USE ONLY.
COUNCIL ACTION: APPROVED
DENIED
CONTINUED
WITHDRAWN
AMENDED
XD
D
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CONTINUED TO DATE SPECIFIC
CONTINUED TO DATE UNKNOWN
RETURNED TO STAFF
OTHER -SEE MINUTES
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Included in the RSF Phase 1 Work, and an obligation described in the First Amended and
Restated Reimbursement Agreement, is the Wildlife Crossing. The Wildlife Crossing was
constructed within that portion of the road which crossed the HCP area to allow a safe travel
route for animals. RECM was responsible for the Wildlife Crossing's construction. However, the
City and RECM agreed that cost savings could be achieved if the City constructed the Wildlife
Crossing as part of the City road construction projects. As such, RECM must reimburse the
City the cost to construct the Wildlife Crossing ($449,010) pursuant to the First Amended and
Restated Reimbursement Agreement. Per the First Amended and Restated Reimbursement
Agreement, RECM's obligation for the Wildlife Crossing is due at the time the final accounting
for the RSF Rd financing plan is undertaken or June 30, 2010, whichever occurs first.
As part of the RSF Rd financing plan, affected property owners are required to sign "fair share
agreements". The fair share agreements help ensure that all roadway and appurtenant
improvements are financed within the RSF Rd project area and that each developer meets their
obligations to participate in the funding of the Zone 11 circulation system. These fair share
agreements required the payment of a "prepayment fee". The prepayment fees were used in
conjunction with monies from applicable reimbursement agreements and other sources to fund
the construction of the RSF Rd project area improvements.
Due to various circumstances described in the Fiscal Impact section, the RSF Rd project area
capital project fund ("RSF Rd Fund") used to account for all RSF Rd financing program
revenues and expenses has surplus funds. Additionally, the RSF Phase 1 Work, the HCP
Frontage Work, and the RSF Phase 2 Work are generally complete. The environmental
mitigation and monitoring required by the various Resource Agency permits for the construction
of RSF Rd is still in progress. However, there are currently sufficient funds in the RSF Rd Fund
to finance the remaining anticipated RSF Rd project area expenditures.
As such, RECM and Finance staff desire to amend the First Amended and Restated
Reimbursement Agreement. The proposed amendment would eliminate the June 30, 2010
deadline and allow RECM to reimburse the City for the Wildlife Crossing work at the time the
final accounting for the Rancho Santa Fe Road financing plan is undertaken.
FISCAL IMPACT:
Funding the roadway projects in the RSF Rd project area has been a concern to both the City
and affected property owners. To ensure all roadway and appurtenant improvements were
financed within the RSF Rd Project area, the City Council and property owners agreed, as part
of the RSF Rd financing plan, to a "prepayment fee/fair share fee" based on an Equivalent
Dwelling Units by product classification methodology. In addition to the property owner fair
share fee requirements, the City Council agreed to contribute $5,700,000 from CFD No. 1 to
help finance the roadway improvements. Subsequent to the development of this funding matrix,
the Engineering staff secured Federal grants to help finance a portion of the improvements for
Phase 1 and Phase 2 of the Rancho Santa Fe Road Project. As these funds were not part of
the original funding matrix, the RSF Rd project accumulated surplus funds.
Finance staff felt it would be equitable to the property owners who paid their fair share under the
RSF Rd project's "fair share agreements" to begin releasing a portion of the surplus funds prior
to completing all applicable improvements. As such, Finance staff brought the proposed refund
before City Council. At the June 23, 2009 City Council meeting, City Council adopted
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Resolution No. 2009-154 which approved the Refund Agreement and authorized a partial
refund of prepayment fees to those parties which previously paid the prepayment fees. Funds
were retained to cover the anticipated future expenditures and provide a buffer for unanticipated
expenditures.
In addition to the prepayment fees, the CFD No. 1 contribution, and Federal Grants, various
reimbursement agreements were also entered into with developers throughout the RSF Rd
project's construction process. The City Council and RECM entered into reimbursement
agreements as described above because they agreed, among other things, that cost savings
could be achieved if the City constructed the Wildlife Crossing as part of the City road
construction projects. Per the terms of the First Amended and Restated Reimbursement
Agreement, RECM was responsible for reimbursing the City the cost of the Wildlife Crossing
($449,010) at the time the final accounting for the RSF Rd financing plan is undertaken or June
30, 2010, whichever occurs first.
The RSF Rd project is nearing completion and funds have been retained to finance the
remaining anticipated expenditures and provide a buffer for unanticipated expenditures. As
such, the City does not need to be reimbursed for the cost to construct the Wildlife Crossing at
this time. Finance staff is recommending deferring the $449,010 reimbursement for the Wildlife
Crossing until the final accounting for the RSF Rd financing program to help prevent an over-
accumulation of funds in the RSF Rd Fund.
ENVIRONMENTAL IMPACT:
The City Council passed Resolution No. 92-152 certifying EIR No. 91-1 at its 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 its 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 Wildlife Crossing area. Approval of this amendment does not alter the scope
of the project or affect any environmental impacts previously analyzed or mitigation measures
imposed on the project.
EXHIBITS:
1. Resolution No. 2010-166 approving and authorizing execution of the
Amendment to 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).
2. Amendment to 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).
Exhibit 1
1 RESOLUTION NO. 2010-166
2 A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF CARLSBAD, CALIFORNIA, APPROVING
3 AND AUTHORIZING EXECUTION OF THE
AMENDMENT TO THE FIRST AMENDED AND
RESTATED REIMBURSEMENT AGREEMENT FOR
5 CONSTRUCTION WITHIN THE CITY OF CARLSBAD,
RANCHO SANTA FE ROAD NORTH REALIGNMENT
6 AND WIDENING, (PHASE 1, PROJECT NO. 3190;
HCP FRONTAGE WORK; PHASE 2, PROJECT NO.
7 3907)
8
WHEREAS, the City of Carlsbad has widened and realigned Rancho Santa Fe
\y
1Q Road from La Costa Avenue to Melrose Drive through City Project No.'s 3190 and
11 3907; and
12 WHEREAS, Real Estate Collateral Management Company ("Developer") is the
13 Developer of the City approved project know as Carlsbad Tract 99-04, La Costa Oaks
14 (the "Oaks Project"); and
15 WHEREAS, the City and Developer have cooperated in the construction of
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Rancho Santa Fe Road North to the mutual benefit of both parties and desire to
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continue to cooperate; and
18
WHEREAS, sufficient funds currently exist in the Rancho Santa Fe Road Fund to19
finance the anticipated remaining Rancho Santa Fe Road project expenditures and
21 provide a buffer for unanticipated expenditures; and
22 WHEREAS, the City and Developer desire to amend the First Amended and
23 Restated Reimbursement Agreement to defer RECM's obligation to pay the City
24 $449,010 for the Wildlife Crossing until the final accounting of the Rancho Santa Fe
05 Road financing program; and
26 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
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Carlsbad, California, as follows:
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2 2. That the Amendment to the First Amended and Restated Reimbursement
3 Agreement for Construction within the City of Carlsbad, Rancho Santa Fe
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Road North Realignment and Widening, (Phase 1, Project No. 3190; HCP
5
Frontage Work; Phase 2, Project No. 3907) is hereby approved.
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Exhibit 1
//
1. That the above recitations are true and correct.
3. That the Mayor is hereby authorized to execute the agreement with Real
Estate Collateral Management Company.
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PASSED, APPROVED AND ADOPTED at a Special Meeting of the City Council
of the City of Carlsbad on the 29th day of June, 2010, by the following vote to wit:
AYES: COUNCIL MEMBERS LEWIS, KULCHIN, HALL, PACKARD AND
BLACKBURN.
NOES: NONE.
ABSENT: NONE.
OJDE A LEWIS, Mayor
ATTEST:
RR^INE KM/VOOD, City Cler
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City Clerk
CITY OF CARLSBAD
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Space Above This Line for Recorder's Use
AMENDMENT TO 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)
BETWEEN
CITY OF CARLSBAD,
A Municipal Corporation
AND
REAL ESTATE COLLATERAL MANAGEMENT COMPANY
A Delaware Corporation
This Amendment to 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) dated
May 2, 2006 and Recorded as Doc # 2006-0496910 on July 14, 2006 in the San Diego County
Recorder's Office is entered into on/"Vo/ijt A^ 2010 ("Amendment"), 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. The Parties entered into that previous Reimbursement Agreement ("Reimbursement
Agreement"), dated June 7, 2002 (on file in the San Diego County Recorder's Office, Doc # 2002-
0609787, recorded on July 19, 2002 ) regarding only City's Phase I, Project 3190.
B. The Parties entered into a First Amended and Restated Reimbursement Agreement
("First Amended and Restated Reimbursement Agreement"), dated May 2, 2006 (on file in the
San Diego County Recorder's Office, Doc # 2006-0496910, recorded on July 14, 2006) to further
Amendment to Reimbursement Agreement Page 1 6/2/10
expand their cooperation to additional project components and amend and restate the prior
Reimbursement Agreement to include 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 lane
construction work for RSF Road Phase 2, Project No. 3907 through La Costa Oaks North (the
"RSF Phase 2 Work").
C. The RSF Phase 1 Work included the Wildlife Crossing work.
D. The First Amended and Restated Reimbursement Agreement, Section 4.d states
"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."
E. The Parties now wish to amend the First Amended and Restated Reimbursement
Agreement to modify Section 4.d. and extend the time the Developer has to fulfill Developer's
Wildlife Crossing reimbursement obligations.
NOW, THEREFORE, the City and Developer agree as follows:
1. The above Recitals are true and correct and incorporated herein by this reference.
2. Section 4.d. of the First Amended and Restated Reimbursement Agreement is amended to
read as follows: "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."
3. All other provisions of the First Amended and Restated Reimbursement Agreement, as may
have been amended from time to time, remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of
the date first written above.
(Remainder of Page Intentionally Left Blank)
Amendment to Reimbursement Agreement ^ 6/2/10Page 2
REAL ESTATE COLLATERAL
MANAGEMENT COMPANY, a
Delaware Corporation
ATTEST:
(e-mail address)
(sign here)
(print name/title)1
(e-mail address)
If required by City, proper notary acknowledgment of execution by contractor must be attached. Jf
a Corporation. Agreement must be signed by one corporate officer from each of the following two
groups.
*Group A. **Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
^ity Attorney
sistant City Attorney
Amendment to Reimbursement Agreement PageS 6/2/10
State of
County of
On in l
Dare
Personally appeared
id . before me,
SS.
. Notary Public
Name and Title of Officer (e.g. "Jane Doe, Notary Public)
N4me(sj of Signer(s)
^(personally known to me
D proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signatures on the instrument, the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
WIT my hand and official seal.
Signature of Notary Public OFFICIAL SEAL
SHERILROCHA
State of
County of
On 7 1 JO before me,
ss.
. Notary Public
Date Name and Titte of Officer (e.g. "Jane Doe, Notary Public)
Personally appeared
Name(s) of Signer(s)
personally known to me
D proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signatures on the instrument, the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
J4L
Signature of Notary Public OFFICIAL SEAL
SH6RILROCHA
rPUHJC-STATE OF ILLINOIS i
MrCOMM«8ttNEXPIRES.ilo25? I