Loading...
HomeMy WebLinkAbout2014-02-25; City Council; 21511; Refund Agreement Partial Refund Fees Rancho Santa Fe Road ProjectCITY OF CARLSBAD - AGENDA BILL AB# 21,511 REFUND AGREENIENT AND PARTIAL REFUND OF PREPAYMENT FEES IN THE RANCHO SANTA FE ROAD PROJECT DEPT. HEAD ^ MTG. 2/25/14 REFUND AGREENIENT AND PARTIAL REFUND OF PREPAYMENT FEES IN THE RANCHO SANTA FE ROAD PROJECT CITY ATTY. ^c::^*^ DEPT. FIN REFUND AGREENIENT AND PARTIAL REFUND OF PREPAYMENT FEES IN THE RANCHO SANTA FE ROAD PROJECT CITY MGR. Kf\ RECOMMENDED ACTION: Adopt Resolution No. 2014-030 approving the Refund Agreement and authorizing a partial refund of prepayment fees to the parties listed in Exhibit 2. ITEM EXPLANATION: One of Council's strategic goals is to provide and maintain a multi-modal transportation system that moves goods, services, and people throughout Carlsbad in a safe and efficient manner. This is reflected in the Growth Management Plan which requires each zone within the city to complete a Local Facilities Management Plan identifying how the zone will furnish the necessary public facilities to serve its needs. For a number of years, staff worked with property owners in Local Facilities Management Zones 11, 12 and a small portion of 6, to form a Community Facilities District ("CFD") that would have financed the construction of Rancho Santa Fe Road and Olivenhain Road improvements, as required by the Local Facilities Management Plan for these zones. This CFD (to be designated as CFD No. 2 if formed) was intended to provide the property owners and the city with a feasible financing tool to guarantee funds would be available to construct the roads. However, delays in the formation of the CFD created development delay issues for some of the property owners in the proposed CFD who had met all of the non-circulation conditions placed on their maps. To address the development delay issues certain property owners faced. Council began allowing property owners to prepay their obligation under the proposed CFD No. 2 (informally the project was called the Rancho Santa Fe Road "RSF Rd" Project) during late 1993 in exchange for a prepayment agreement ("Fair Share Agreement"). The Fair Share Agreement allowed each developer to meet their obligation to participate in the funding of the Zone 11 circulation system by paying a fixed fee per housing unit. The Fair Share Agreements authorized by Council made two significant findings. First, the prepayment of the property owner's fair share represents an adequate financing guarantee under the Growth Management Program. This finding is based on the special case assumption that a CFD could be formed and that it is the CFD which actually provides the financing guarantee. Secondly, the project does not create a major impact on the existing circulation facilities. The City Engineer agreed with these findings as they relate to this project. DEPARTMENT CONTACT: Roxanne Muhlmeister 760-602-2417 roxanne.muhlmeister(a)carlsbadca.qov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDF^WN • OTHER-SEE MINUTES • AMENDED • Page 2 Since late 1993, 16 property owners have signed Fair Share Agreements approved by Council allowing them to pay their fair share amount. The prepayment fees paid under the Fair Share Agreements enabled the design and construction of the following five major road improvements: Olivenhain Road from Amargosa Drive to El Camino Real, Rancho Santa Fe Road from Olivenhain Road south into Encinitas, the intersection of Rancho Santa Fe Road and Olivenhain Road, Rancho Santa Fe Road Phase I from La Costa Avenue to San Elijo Road and, Rancho Santa Fe Road Phase li from San Elijo Road to Melrose Drive. The prepayment fees are now enabling the environmental mitigation, monitoring, and restoration for Rancho Santa Fe Road North, Phase 1 and 2 required for the disturbance to wetland, upland, and ephemeral stream areas within the project location. Two years still remain on the required five year monitoring and maintenance period. FISCAL IMPACT: Funding the roadway projects in the RSF Rd Project area had 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 and property owners originally agreed to the following fair share funding matrix based on an Equivalent Dwelling Units (EDUs) by product classification methodology: PROniirTftl ASfSFiltATIM' - Single Family - Detaciied Units 1.0 EDU $10,250 Single Family - Attached Units 0.80 EDU $8,200 Multi-Family Units 0.60 EDU $6,150 Churches 4.0 EDU per Acre $41,000 per Acre Commercial/Industrial and Other 10.0 EDU per Acre $102,500 per Acre In addition to the property owner fair share fee requirements, the city 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 city secured federal grants to help finance a portion of the improvements for Phase I and Phase II of the Rancho Santa Fe Road Project. As these funds were not part of the original funding matrix, the RSF Rd Project now has surplus funds. Pursuant to the Fair Share Agreements, the city is only required to refund surplus funds upon completion of ali applicable improvements and the recordation of the Notice of Completion for the final phase of improvements and the completion of the habitat monitoring period. However, city staff felt it would be equitable to the property owner's 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. The first partial refund was approved by Council on June 23, 2009 (AB 19,866, Resolution No. 2009-154) and $10,166,549 was subsequently returned to the property owners (refund of $2,850 per EDU) and new Fair Share Agreements were signed by all owners following the new funding matrix as follows: Pages PRODUCT CLASSIFICATION EQUIVALENT DWaUNG i^iTS^ > FAIR SHARE AMOUNT . Single Family - Detached Units 1.0 EDU $7,400 Single Family - Attached Units 0.80 EDU $5,920 Multi-Family Units 0.60 EDU $4,440 Churches 4.0 EDU per Acre $29,600 per Acre Commercial/Industrial and Other 10.0 EDU per Acre $74,000 per Acre To date 16 of the 18 property owners in the RSF Road Project area have paid their fair share obligation. All project improvements have been completed and only the required habitat monitoring period remains. The majority of the remaining cash balance in the project fund can now be released to the 16 property owners. Once the monitoring period is complete and the remaining two property owners have paid their obligation, a final accounting of the project will be completed and the remaining cash balance in the project will be released to all 18 property owners. Finance staff is now recommending an additional partial refund of $2,125 per EDU to all property owners with Fair Share Agreements which will total $8,595,009. The information below outlines the refund calculation methodology and is based on data as of January 31, 2014: Cun^ent cash balance in project fund Amount due from developer for city constructed wildlife crossing. This amount will be deducted from the refund amount due for that particular developer Available Balance $8,745,999 449.010 9.195.009 Less: Estimated Future Expenses Available Balance for Partial Refund Total EDU Contribution Partial Refund per EDW) ($600,000) $8,595,009 4,044.71 $2,125 Total Partial Refund(2) $8,595,009 Available Balance Less: Partial Refund Remaining Fund Balance $9,195,009 (8.595.009) $600,000 (1) The Partial Refund per EDU is calculated by dividing the "Available Balance for Partial Refund" by the "Total EDU Contribution". (2) The Total Partial Refund is calculated by nfiultiplying the "Partial Refund per EDU" by the "Total EDU Contribution". As the information above indicates, refunding $2,125 per EDU will result in refunding $8,595,009 of the current surplus balance. This refund amount leaves $600,000 available to Page 4 the on-site and off-site wetland mitigation, monitoring, and maintenance. This amount also includes funds for future staff time, miscellaneous expenditures, and a buffer for un- anticipated expenditures. Additionally, for the two future developers left to pay their obligations into the project fund, the fair share funding matrix based on an Equivalent Dwelling Units (EDUs) by product classification methodology for the RSF Rd Project would be altered by the partial refund as follows: PRODUCT OASS^Kl^jinrat^d^ EQlflVALENT DWELLINSIWrS^ Single Family - Detached Units 1.0 EDU $5,275 Single Family - Attached Units 0.80 EDU $4,220 Multi-Family Units 0.60 EDU $3,165 Churches 4.0 EDU per Acre $21,100 per Acre Commercial/Industrial and Other 10.0 EDU per Acre $52,750 per Acre Consistent with the Fair Share Agreements, the city will mail a notice of this partial refund process to the property owners, as listed in the Fair Share Agreements, with instructions on obtaining their partial refund. To obtain their pro-rata share of this partial refund, the property owner will be required to sign an agreement to obtain a partial refund of fees (hereinafter "Refund Agreement" and attached as Exhibit 4) paid pursuant to their/its Fair Share Agreement. The Refund Agreement will attach to each applicable party's original Fair Share Agreement; not supplant it. The Refund Agreement formalizes the new funding matrix and rate per EDU that results from the partial refund with each applicable property owner. This refund represents a partial refund since the habitat monitoring period for this project is not yet completed. Once the monitoring period is completed in two years, and there are no outstanding expenses, the Finance Department will prepare a final refund, using the same methodology as in this partial refund, pursuant to the Fair Share Agreements. ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code Section 21065 and CEQA Guidelines Section 15378, this does not constitute a "project" within the meaning of CEQA and, therefore, does not require an environmental review. EXHIBITS: 1. Resolution No. 2014-030 approving the Refund Agreement and authorizing a partial refund of prepayment fees to the parties listed in Exhibit 2. 2. Eligible Party List. 3. Amount of Partial Refund by Development. 4. Refund Agreement. Exhibit 1 1 RESOLUTION NO. 2014-030 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING ^ THE REFUND AGREEMENT AND AUTHORIZING A PARTIAL REFUND OF PREPAYMENT FEES TO THE PARTIES LISTED IN EXHIBIT 2 4 5 6 7 8 9 10 WHEREAS, the City Council of the City of Carlsbad, California, has required the funding of Rancho Santa Fe Road and Olivenhain Road ("Project") be guaranteed prior to any development in the area bounded by Local Facilities Management Zones 11,12 and portions of 6; and 11 WHEREAS, the Council has directed City staff to proceed with the formation of a 12 Community Facilities District ("CFD No. 2") to finance the project when needed; and 13 WHEREAS, the Council has been willing to consider alternative financing proposals during the period from the present to the formation date of CFD No. 2; and WHEREAS, CFD No. 2 has not yet been fonnally created; and WHEREAS, until CFD No. 2 is fomially created, the Project is called the Rancho Santa Fe Road ("RSF Rd") Project; and WHEREAS, the Council found that the guarantee provisions related to the Project could be met through an interim financing program using an agreement between 2-j certain property owners and the City whereby the property owner agreed to prepay 22 his/her fair share of costs associated with the Project; and 23 WHEREAS, the property owners listed in Exhibit 2 have agreed to prepay their 24 fair share of the costs associated with the Project; and WHEREAS, the property owners listed in Exhibit 2 have prepaid their fair share 26 of the costs associated with the Project pursuant to the Fair Share Agreements; and 27 " 28 15 16 17 18 19 20 Exhibit 1 1 WHEREAS, surplus Project funds currently exist in part because the city secured 2 federal funds for the Project not anticipated in the original funding matrix; and WHEREAS, the city is not required to refund surplus Project funds until completion of all applicable improvements and the recordation of the Notice of Completion for the final phase of improvements and the completion of the habitat monitoring period; and WHEREAS, City Council believes it would be equitable to the property owner's g who paid their fair share into the RSF Rd Project to release a portion of the surplus 10 Project funds prior to the completion of the habitat monitoring period; and 11 WHEREAS, the City will maintain appropriate funds to ensure that all estimated 12 future Project expenses and a buffer for unanticipated expenses are funded; and WHEREAS, the property owners listed in Exhibit 2 will be required to sign an agreement to obtain a partial refund of fees (hereinafter "Refund Agreement" and attached as Exhibit 4) paid pursuant to their/its Fair Share Agreement; and WHEREAS, the City Council has previously approved Fair Share Agreements with the property owners listed in Exhibit 2 allowing for the prepayment of fees to be 13 14 15 16 17 18 assessed under the RSF Rd Project as an acceptable form of interim financing for the 20 Rancho Santa Fe Road Projects; and 21 WHEREAS, the approval of the Refund Agreement will not affect the City's ability 22 to finance the needed improvements on/along Rancho Santa Fe Road; and 23 NOW, THEREFORE. IT IS HEREBY RESOLVED AS FOLLOWS 1. That the above recitals are all true and correct. 2. That the Refund Agreement, Exhibit 4 attached hereto, is hereby approved. 3. That the individual pro-rata refunds listed in Exhibit 3, attached 24 25 26 27 28 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 // Exhibit 1 hereto, to the individual property owners listed in Exhibit 2, attached hereto, are hereby approved upon completion of the Refund Agreement by the applicable individual property owner. 4. That the City Manager is hereby authorized to sign the Refund Agreement with each applicable individual property owner. 5. That the Administrative Services Director is authorized to transfer up to $20,000 from the Rancho Santa Fe Road Project Fund to the General Fund to cover the estimated staff time associated with the preparation of the partial refund calculated at the applicable average fully-burdened hourly rate by position. 6. That the Administrative Services Director is authorized to appropriate $8,595,009 to the Rancho Santa Fe Road Project Fund for the Rancho Santa Fe Road partial refund. 7. That the City Clerk is hereby authorized and directed to record each applicable and fully executed property owner's Refund Agreement with the San Diego County Recorder's Office. 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 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 25th day of February 2014. by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Blackburn. None. ABSENT: None. MATT^HALL, Mayor ATTEST: B^<\Rf;ARA ENGLESON, pty Clerk Exhibit 2 ELIGIBLE PARTY LIST PROPem OmBR OF RECORD : , Califomia Pacific Homes (CT 85-9) Califomia Pacific Homes 38 Executive Park, Suite 200 Irvine, CA 92614 Centex - Sonata/Tien-a Santa (CT 90-4) Centex Homes 2 Technology Irvine, CA 92618 Centex - Santa Fe Trails/Rice Property (CT 85-10) Centex Homes 2 Technology In/ine. CA 92618 Centex - Rancho Verde (CT 89-18) Centex Homes 2 Technology In/ine. CA 92618 Greystone Homes - Park View West (CT 85-15) Lennar Homes 25 Enterprise Aliso Vieio, CA 92656 An-oyo La Costa - Units 1 & 2 (CT 88-03) Real Estate Collateral Management Company C/O Mon-ow Development 119 North El Camino Real Suite EPMB109 Encinitas, CA 92024-5397 Southwest/An-oyo (CT 88-03) Real Estate Collateral Management Company C/O Mon'ow Development 119 North El Camino Real Suite EPMB 109 Encinitas, CA 92024-5397 Meadowlands (CT 85-19) Dart)y Creek/Carlsbad. LLC Jenna Group. Inc.. Member 3101 Villa Way Newport Beach. CA 92663 Keystone La Costa (CT 96-04) Gary S. Copson. Trustee of the Gary S. Copson Family Trust U/D/T 3/29/00 As liquidator of Keystone Communities. LLC 1010 University Ave, Suite 372 San Diego, CA 92103 LB/L Concordia (CT 98-02) 50%: Concordia Communities, LLC 1959 Palomar Oaks Way. Suite 150 Carlsbad, CA 92011 50%: LB/Lakeside Capital Partners, LLC 3500 West Olive Ave., Suite 650 Burbank.CA 91505 Shelley - Unit 1 (CT 90-03) 50%: Kathryn DuVivier and 50%: Charles DuVivier P.O. Box 230638 Encinitas. CA 92023-0638 Exhibit 2 ELIGIBLE PARTY LIST (CONTINUED) Shelley-Unit 2 (CT 90-03) Agda B. Shelley Executor of the Estate of Daniel T. Shelley P.O. Box 7294 Rancho Santa Fe. CA 92067 Shelley-Unit 3(CT 90-03) Agda B. Shelley Executor of the Estate of Daniel T. Shelley P.O. 60x7294 Rancho Santa Fe. CA 92067 Continental-Unit 4 (CT 90-03) Continental Residential, Inc. C/O DR Horton 1021 Costa Pacifica Way. #2107 Oceanside. CA 92054 50%: Cynthia Bell 19Castellina Drive Newport Beach, CA 92657 25%: Boykin-Hunt, LLC C/O Howard F. Hunt 3514-A Montlimar Plaza Drive Mobile, AL 36609 Rancho La Costa Village (SDP 99-07) 12.5%: Richard Alleway C/O Simac Construction 2067 Wineridge Place. Suite A Escondido. CA 92029 12.5%: Richard Simis C/O Simac Construction 2067 Wineridge Place, Suite A Escondido. CA 92029 La Costa Oaks (CT 02-02.02-03,02-04,02-05) Real Estate Collateral Management Company C/O Mon'ow Development 119 North El Camino Real Suite EPMB 109 Encinitas. CA 92024-5397 La Costa Ridge (CT 99-04) Real Estate Collateral Management Company C/O Mon'ow Development 119 North El Camino Real Suite EPMB 109 Encinitas. CA 92024-5397 La Costa Ridge (CT 99-04; Lot 223) La Costa Ridge 2.6 (c/o D.R. Horton) 5790 Fleet Street. Suite 210 Carlsbad. CA 92008 Exhibit 2 ELIGIBLE PARTY LIST (CONTINUED) PROJECT NAME . LDS/Church of Jesus Christ (CUP 01-04) The Church of Jesus Christ of Latter Day Saints 4th Floor. West Wing, COB 50 East North Temple Street Salt Lake City. Utah 84150 Los Coches Village (MS 02-08) Los Coches Village. LLC (c/o CW. Clark Inc.) 4180 La Jolla Village Drive. Suite 405 La Jolla. CA 92037 La Costa Town Square (CT 01-09,08-03) Property Development Centers, LLC 5918Stoneridge Mall Road Pleasanton. CA 94588-3229 La Costa Town Square Residential (CT 12-05) Taylor Momson 8105 Irvine Center Dr.. Suite 1450 Irvine. CA 92616-4200 Fair Oaks Valley (CT 02-17) CWV La Costa 49 C/O Califomia West Communities 5927 Priestly Dr., Suite 110 Carisbad, CA 92008 AMOUNT OF PARTIAL REFUND BY DEVELOPMENT AGREEMENT DATE PROJECTNAME '^1$ EOU^.8 EDU® 0.6 ^HMHAC. ^§10.0 CHURCH EDU @ 4.0 TOTAL EDU REFUND PER EDU TOTAL REFUND 9/28/1993 California Pacific Homes (CT 85-9) 102 102 $2,125 $216,750 3/1/1994 Centex - Sonata/Tlerra Santa (CT 90-4) 111 111 $2,125 235,875 8/8/1995 Centex - Santa Fe Trails/Rice Property (CT 85-10) 189 189 $2,125 401,625 8/8/1995 Centex - Rancho Verde (CT 89-18) 171 171 $2,125 363,375 3/19/1996 Greystone Homes - Park View West (CT 85-15) 131 131 $2,125 278,375 2/1/1997 Arroyo La Costa - Units 1 & 2 (CT 88-03) 455 455 $2,125 966,875 8/24/1998 Southwest/Arroyo (CT 88-03) 618 618 $2,125 1,313.250 12/16/1997 Meadowlands (CT 85-19) 112 112 $2,125 238,000 3/14/2000 Keystone La Costa (CT 96-04) 28 4 30.40 $2,125 64,600 3/28/2000 LB/L Concordia (CT 98-02) 28 28 $2,125 59,500 1/9/2001 Shelley - Unit 1 (CT 90-03) 26 26 $2,125 55,250 1/9/2001 Shelley-Unit 2 (CT 90-03)* 46 46 $2,125 97.750 1/10/2001 Shelley-Unit 3 (CT 90-03)* 109 109 $2,125 231,625 1/10/2001 Continental-Unit 4 (CT 90-03)* 63 63 $2,125 133.875 12/4/2001 Rancho La Costa Village (SDP 99-07) 0 4.120 41.20 $2,125 87,550 2/5/2002 La Costa Oaks (CT 02-02,02-03,02-04,02-05) 820 168 920.80 $2,125 1,956.700 2/5/2002 La Costa Ridge (CT 99-04) 263 263 $2,125 558.875 8/3/2007 La Costa Ridge (CT 99-04; Lot 223) 53 53 $2,125 112,625 2/27/2003 LDS/Church of Jesus Christ (CUP 01-04) 0 5.78 23.12 $2,125 49.130 4/19/2005 Los Coches Village 0 7.469 74.69 $2,125 158.716 1/16/2013 La Costa Town Square (CT 01-09 & CT 08-03) 63 33.350 396.50 $2,125 842,563 10/2/2013 La Costa Town Square Residential (CT 12-05) 32 32.00 $2,125 68.000 12/3/2013 Fair Oaks Valley (CT 02-17) 49 49.00 $2,125 104.125 TOTAL PARTIAL REFUND 3,469 4 0 168 44.94 5.78 4.044.71 8,595,009 *These projects were paid for through credits for work done. The reimbursement agreements were approved 2/20/01 via AB 16,067; Res. No. 2001-52. m & Exhibit 4 AGREEMENT BETWEEN CITY OF CARLSBAD AND [insert name of property owner] FOR PARTIAL REFUND OF FEES PAID PURSUANT TO AN AGREEMENT TO PAY FAIR SHARE RELATED TO RANCHO SANTA FE ROAD - COMMUNITY FACILITIES DISTRICT NO. 2 WHEREAS, the City of Carlsbad ("City") and [insert name of property owner] (hereinafter "Property Owner") previously entered into an Agreement to Pay Fair Share (hereinafter "Fair Share Agreement") for the construction of certain public improvements, including sections of Rancho Santa Fe Road; and WHEREAS, the City by and through the City Council for the City of Carlsbad intended to create a Community Facilities District, No. 2 (hereinafter "CFD No. 2") to finance those project improvements when needed; and WHEREAS, funds received from Property Owners before CFD No. 2 was created were deposited into an account pursuant to the Fair Share Agreements for project improvements; and WHEREAS, CFD No. 2 District has not been formally created, as intended; and WHEREAS, until the CFD No. 2 District is fomially created, the project is called the Rancho Santa Fe Road ("RSF Rd") Project; and WHEREAS, the Council has determined that there exist a surplus of RSF Rd Project funds on deposit in part because the City secured federal funds for the project improvements which were not anticipated when the original funding matrix was designed; and WHEREAS, the City is not required to refund surplus project funds until completion of all applicable improvements and the recordation of the Notice of Completion for the final phase of improvements and the completion of the habitat monitoring period; and WHEREAS, City Council believes it would be equitable to the Property Owners who paid their fair share into the RSF Rd Project account to release a majority portion of the surplus project funds prior to the completion of the habitat monitoring period; and WHEREAS, the City will maintain appropriate funds to ensure that all estimated future project expenses and buffer for unanticipated expenses are funded; and 2-10-14 Pagel Exhibit 4 WHEREAS, the City, from time to time, has amended the Equivalent Dwelling Units (EDU) rate and method for determining fair share obligation; and WHEREAS, Property Owner voluntarily enters into this agreement to obtain a partial refund of fees (hereinafter "Refund Agreement") paid pursuant to their/its Fair Share Agreement; and NOW, THEREFORE, in consideration of the above recitals and the mutual covenants contained herein, City and Property Owner agree as follows: 1. The above recitals are incorporated by this reference as though fully set forth herein. 2. On or about [insert date of fair share cost agreement] the Property Owner entered into a Fair Share Agreement, which may have been amended from time to time, as part of its development project known/identified as [insert name of developer's project] for purposes of satisfying their obligations for the construction of public improvements, as described in said Fair Share Agreement. 3. The City is not required to refund surplus project funds until completion of the applicable public improvements and the recordation of the Notice of Completion for the final phase of improvements and the completion of the habitat monitoring period. Notwithstanding, the City Engineer and City Administrative Services Director have determined the total cost required to complete the outstanding public improvements and has determined that excess revenues exist within the RSF Rd Project account. As a result, the City has decided to refund a portion of the excess revenues to Property Owner based on the fomiula set forth below and subject to City Council approval. 4. The current EDU fee contribution is $7,400 per EDU. The new EDU fee contribution is $5,275 per EDU. City shall refund $2,125 per EDU, to the Property Owner (hereinafter "Refund") which represents the difference between the current EDU rate of $7,400 per EDU and the new EDU rate of $5,275 per EDU. 5. City will pay Property Owner $ (hereinafter "Refund Due") within thirty days of the date this Refund Agreement is signed by the City of Carlsbad. The amount of the Refund Due has been determined by multiplying the proportional share ("Proportional Share") by the total amount of excess revenues ("Excess Revenues"). Proportional Share was determined as of January 31, 2014 based on what each Property Owner contributed in prepayment fees divided by the total amount of prepayment fees contributed. Excess Revenues as of January 31, 2014 are Available Revenues less the sum of project costs plus estimated future project expenses plus a buffer (calculated at 100% of the estimated remaining expenses) for unanticipated future expenses. Available Revenues include all monies held by the City dedicated exclusively to the 2-10-14 Page 2 1^, Exhibit 4 construction of the Improvements as defined in the Property Owner's Fair Share Agreement. 6. Upon completion of the project improvements and the recording of the applicable Notice of Completion for the final phase of the improvements and the completion of the habitat monitoring period, an accounting will be completed and the Administrative Services Director will determine if any excess revenues remain and will disperse excess revenues in accordance to the Property Owner's Fair Share Agreement, and taking into account any Refund Due amounts that Property Owner may have accepted before the recordation of the Notice of Completion. 7. Property Owner agrees to the methodology used in Paragraph 5 above for determining the Refund Due to Property Owner. 8. Property Owner acknowledges and affimris that the City is not obligated to refund surplus project funds, if any, until completion of all applicable improvements and the recordation of the Notice of Completion for the final phase of improvements and the completion of the habitat monitoring period. 9. Property Owner hereby waives its right, if any, to challenge the Refund Due amount and further waives its right, if any, to accept the Refund Due amount under protest. 10. Property Owner agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the partial refund payment to Property Owner or enforcing any term and/or condition of this Agreement that is caused by any negligence, recklessness, or willful misconduct of the Property Owner, employees, agents or anyone directly or indirectly representing Property Owner for whose acts any of them may be liable. For purposes of this paragraph, claims includes any third party claim made or asserted by said third party that the partial refund should have been made to the third party and not to Property Owner or Property Owner's agent. 11. All other provisions of the undersigned Property Owner's Fair Share Agreement, as may have been amended from time to time, will remain in full force and effect. (Remainder of Page Intentionally Left Blank) 2-10-14 Pages Exhibit 4 12. The individuals executing this Agreement and the instruments referenced in it on behalf of Property Owner each represent and warrant that they have the legal power, right and actual authority to bind Property Owner to the terms and conditions of this Agreement. PROPERTY OWNER 'By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager ATTEST: (e-mail address) ^By: (sign here) BARBARA ENGLESON City Clerk (print name/title) (e-mail address) If required by City, proper notary acknowledgment of execution by contractor must be attached. If 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: CELIAA. BREWER, City Attorney By: Assistant City Attorney 2-10-14 Page 4 //