HomeMy WebLinkAboutR-11339 approving a Reimbursement Agreement for Recycled Water Improvements with Avila Ranch Developers, Inc.R 11339
RESOLUTION NO. 11339 (2022 SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS
OBISPO, CALIFORNIA, APPROVING A REIMBURSEMENT
AGREEMENT FOR RECYCLED WATER IMPROVEMENTS WITH AVILA
RANCH DEVELOPERS, INC.
WHEREAS, on September 19, 2017, the San Luis Obispo City Council certified
the Final Environmental Impact Report for the Avila Ranch project; approved the Avila
Ranch Development Plan, Airport Area Specific Plan Amendment 1318 -2015, General
Plan Amendment 1319-2015, Vesting Tentative Tract Map 3089 (“VTTM”), and formation
of a Community Facilities District; and
WHEREAS, on October 3, 2017, the San Luis Obispo City Council adopted
Ordinance 1638 (2017 Series) approving a rezone of the Avila Ranch property and
Ordinance 1639 (2017 Series) approving Development Agreement 2017 -1; and
WHEREAS, Section 5.04.2(g) of the Development Agreement provides that the
City will enter into a Reimbursement Agreement with the developer which provides for the
reimbursement of all excess costs and expenses incurred by Avila Ranch in constructing
infrastructure beyond its fair share following Government Code Section 66485 et. seq.
and Section 16.20.110 of the City’s Municipal Code; and
WHEREAS, Section 5.05.3(a) of the Development Agreement provides that the
City will reimburse or provide for the reimbursement by other landowners or developer s
the actual hard and soft costs associated with Avila Ranch’s funding or construction of
that portion of any improvement that is attributable to a project or area other than the
Project or Project property; and
WHEREAS, as a matter of convenience and efficiencies, the City requested that
Avila Ranch extend a segment of a recycled water line on Venture Drive to a location
beyond the tract boundary, as illustrated in Exhibit “A” of the Reimbursement Agreement
and Avila Ranch Developers, Inc. has agreed to construct these recycled water
improvements subject to reimbursement; and
WHEREAS, the City acknowledges that no portion of the mentioned recycled
water improvements are attributable to the Avila Ranch Project, and therefore one
hundred percent (100%) of the developer’s actual cost of constructing and installing such
improvements is subject to reimbursement; and
WHEREAS, the City has identified, in Exhibit “B” of the Reimbursement Agreement
those properties benefitting from the recycled water improvements and each benefitted
properties’ proportionate share of the actual cost of such improvements; and
WHEREAS, The City and Avila Ranch Developers, Inc. desire to enter into an
agreement to memorialize the terms and conditions under which Av ila Ranch will be
reimbursed the reimbursable costs.
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Resolution No. 11339 (2022 Series) Page 2
R 11339
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis
Obispo that:
SECTION 1. The Reimbursement Agreement is hereby approved, and the Mayor
is authorized to approve minor revisions and execute said Agreement on behalf of the
City.
SECTION 2. The Finance Director is authorized to administer and implement the
Reimbursement Agreement as provided therein.
SECTION 3. The Mayor and City staff are authorized to take action necessary to
carry out the intent of this Resolution.
Upon motion of Vice Mayor Christianson, seconded by Council Member
Shoresman, and on the following roll call vote:
AYES: Council Member Marx, Pease, Shoresman, Vice Mayor
Christianson, and Mayor Stewart
NOES: None
ABSENT: None
The foregoing resolution was adopted this 21st day of June 2022.
___________________________
Mayor Erica A. Stewart
ATTEST:
___________________________
Teresa Purrington, City Clerk
APPROVED AS TO FORM:
____________________________
J. Christine Dietrick, City Attorney
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
City of San Luis Obispo, California, on ______________________.
___________________________
Teresa Purrington, City Clerk
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REIMBURSEMENT AGREEMENT
(Recycled Water Improvements)
This Reimbursement Agreement (Recycled Water Improvements) (“Agreement”) is entered into
_________________________ (the “Effective Date”), by and between the City of San Luis Obispo,
a municipal corporation and charter city (“City”) and Avila Ranch Developers, Inc., a California
corporation (“Avila Ranch”). The City and Avila Ranch are sometimes hereinafter referred to
individually as a “party” and collectively as “parties.”
RECITALS
WHEREAS, on September 17, 2017, the San Luis Obispo City Council certified the Final
Environmental Impact Report; approved the Avila Ranch Development Plan, Airport Area Specific Plan
Amendment 1318-2015, General Plan Amendment 1319-2015, Vesting Tentative Tract Map 3089
(“VTTM”), Ordinance 1638 (2017 Series) approving a rezone of the Avila Ranch property and Ordinance
B69 (20I7 Series) approving Development Agreement 2017-1 (“Development Agreement”), and
formation of a Community Facilities District (collectively “Project”); and
WHEREAS, Section 5.04.2(g) of the Development Agreement provides that the City will enter into
a reimbursement agreement with the developer (now Avila Ranch Developers, Inc. as successor in interest)
which provides for the reimbursement of all excess costs and expenses incurred by Avila Ranch in
constructing infrastructure beyond its fair share following Government Code section 66485 et. seq. and
section 16.20.110 of the City’s Municipal Code; and
WHEREAS, Section 5.05.3(a) of the Development Agreement provides that the City will
reimburse, or provide for the reimbursement by other landowners or developer the actual hard and soft costs
associated with Avila Ranch’s funding or construction of that portion of any improvement that is
attributable to a project or area other than the Project or Project property; and
WHEREAS, as a matter of convenience and efficiencies, the City has requested that Avila Ranch
extend a segment of a recycled water line on Venture Drive to a location beyond the tract boundary, as
illustrated in Exhibit “A” attached hereto (“Recycled Water Improvements”) and Avila Ranch has agreed
to construct these Recycled Water Improvements subject to reimbursement.
WHEREAS, City acknowledges that no portion of the Recycled Water Improvements, as defined
herein, are attributable to the Project, and therefore one hundred percent (100%) of Avila Ranch’s actual
cost of constructing and installing the Recycled Water Improvements is subject to reimbursement
(“Reimbursable Costs”).
WHEREAS, the City has identified, in Exhibit “B” attached hereto, those properties benefitting
from the Recycled Water Improvements (“Benefitted Properties” or individually, “Benefitted Property”)
and each Benefitted Properties proportionate share of the actual cost of the Recycled Water Improvements.
WHEREAS, the City and Avila Ranch now desire to enter into an agreement to memorialize the
terms and conditions under which Avila Ranch will be reimbursed the Reimbursable Costs.
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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, receipt and adequacy being hereby
acknowledged, the City and Avila Ranch agree as follows:
1. Recitals. The above recitals are true and correct. The recitals set forth above, and all
defined terms set forth in such recitals and the preamble preceding the recitals, are hereby incorporated into
this Agreement as though set forth in full.
2. Term. According to Section 5.05.3(g) of the Development Agreement the term of this
Agreement will be fifteen (15) years from the date of termination of the Development Agreement, or until
all Reimbursable Costs have been fully reimbursed, whichever is sooner.
3. Construction of Recycled Water Improvements. Avila Ranch has constructed the Recycled
Water Improvements in substantial conformance with plans and specifications approved by the City
(“Approved Plans”).
4. Reimbursable Costs. City and Avila Ranch agree that Avila Ranch’s actual cost of
constructing and installing the Recycled Water Improvements are detailed in Exhibit “C” attached hereto
and incorporated herein by reference, one hundred percent (100%) of which are subject to reimbursement
according to this Agreement. For purposes of this Agreement, the Reimbursable Costs include Avila
Ranch’s actual cost of designing, permitting, and constructing the Recycled Water Improvements. The
Reimbursable Costs include the cost of all right-of-way acquisitions secured by Avila Ranch, if any,
including the legal, accounting, project management, and costs of such rights of way acquisition.
Reimbursable Costs include Avila Ranch’s hard and soft costs. Soft costs include Avila Ranch’s legal,
accounting, and engineering costs.
5. Payment of Reimbursable Costs.
a) The Reimbursable Cost shall be shared equally among the Benefitted Properties.
The Recycled Water Improvements and each of the Benefitted Properties’ share of the
Reimbursable Costs are shown on Exhibit “B”, attached hereto, and incorporated herein by this
reference. Subject to terms of this Section 5 of this Agreement, the City will reimburse Avila Ranch
the Reimbursable Costs, together with the Applicable Annual Rate of Inflation, which will be the
Construction Cost Index.
b) City and Avila Ranch agree that the Recycled Water Improvements significantly
benefit the Benefitted Properties because the Recycled Water Improvements are improvements that
the City will require each of the individual Benefitted Properties to install as conditions of
improvement, and/or connect to for landscape irrigation.
c) Within fifteen (15) days of execution of this Agreement, the City agrees to
implement a collection mechanism that ensures the collection of funds from Benefitted Properties
consistent with each property’s obligation to pay its share. To the extent permitted by law, the City
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further agrees to record a notice of this agreement against the Benefitted Properties.
d) The City is not required to reimburse Avila Ranch for more money than it collects.
e) Any amount of Reimbursable Costs City collects within a calendar quarter will be
sent to Avila Ranch within thirty (30) days following the end of such calendar quarter, subject to
the provisions of this Section 5. All reimbursements will be by check or warrant made payable to:
Avila Ranch Developers, Inc.
2505 Alluvial Avenue
Clovis, CA 93611
6. Entire Agreement/Amendment. This Agreement represents the entire integrated
agreement between the City and Avila Ranch regarding the private reimbursement for the Recycled Water
Improvements and supersedes all prior negotiations, representations, or agreements, either written or oral.
This Agreement may be amended only by a written instrument signed by both City and Avila Ranch.
7. Governing Law and Venue. The interpretation and implementation of this Agreement will
be governed by the law of California, except for those provisions preempted by federal law. However, the
laws of the State of California will not be applied to the extent that they would require or allow the court to
use the laws of another state or jurisdiction. The parties agree that all actions or proceedings arising out of
or relating to the Agreement will be tried and litigated only in the County of San Luis Obispo or the United
States District Court for the Central District of California.
8. Severability. Invalidation of any provision contained herein or the application thereof to
any person or entity by judgment or court order will in no way affect any of the other covenants, conditions,
restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same will
remain in full force and effect.
9. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of
which will be deemed an original and all of which together will constitute one the same instrument.
10. Notices. All notices, demands, invoices, or written communications to the parties required
or permitted hereunder will be in writing and delivered personally or by U.S. mail, postage prepaid, to the
following addresses or such other address as the parties may designate per this section:
To City:
Finance – Infrastructure Financing
990 Palm Street
San Luis Obispo, CA 93401
Attn: Esteban Cano
To Avila Ranch:
Avila Ranch Developers, Inc.
2505 Alluvial Avenue
Clovis, CA 93611
Attn: Joshua Peterson
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11.Interpretation/Ambiguity. This Agreement was negotiated by the Parties, with the advice
and assistance of their respective counsel, and will not be construed in favor of or against either Party,
regardless of who may have drafted it or any of its terms. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party will not be applied in interpreting this Agreement.
12.Assignment. Avila Ranch will not assign, transfer, or convey any of its rights duties or
obligations under this Agreement without the prior written approval of the City. The City will not
unreasonably withhold approval of any assignment Any other assignment will be null and void.
13.Authority to Execute. Both City and Avila Ranch do covenant that each individual
executing this agreement on behalf of each party is a person duly authorized and empowered to execute
Agreements for such party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the first date written
above.
AVILA RANCH DEVELOPERS, INC.
a California corporation
By: ___________________________
Joshua E. Peterson, President
CITY OF SAN LUIS OBISPO
a municipal corporation and charter city.
_________________________________
Derek Johnson, City Manager
ATTEST:
_______________________________
Teresa Purrington, City Clerk
APPROVED AS TO FORM:
_______________________________
J. Christine Dietrick, City Attorney
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Exhibit “A”
Illustration of Recycled Water Improvement Segment
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Exhibit “B”
List of Benefitted Properties and Share of Cost
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Exhibit “C”
Avila Ranch Reimbursable Costs
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DocuSign Envelope ID: 72F72B74-5A83-4D5B-95F7-C17C82699F72
Certificate Of Completion
Envelope Id: 7B7986CB94C6419B89C050EDA5FA1F33 Status: Completed
Subject: Please DocuSign: Reimbursement Agreement Recycled Water Improvements.pdf
Department:
Supplier:
Source Envelope:
Document Pages: 9 Signatures: 1 Envelope Originator:
Certificate Pages: 5 Initials: 0 Esteban Cano
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
990 Palm Street
San Luis Obispo, CA 93422
ecano@slocity.org
IP Address: 104.129.199.28
Record Tracking
Status: Original
5/19/2022 10:52:42 AM
Holder: Esteban Cano
ecano@slocity.org
Location: DocuSign
Signer Events Signature Timestamp
Joshua E. Peterson
josh@wchomes.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to josh@wchomes.com
Using IP Address: 104.4.75.193
Sent: 5/19/2022 10:57:20 AM
Viewed: 5/19/2022 10:57:49 AM
Signed: 5/19/2022 10:58:37 AM
Electronic Record and Signature Disclosure:
Accepted: 5/19/2022 10:57:49 AM
ID: e0d974f2-1307-4f55-9571-e5fc436565e1
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dan Garson
dang@wchomes.com
Security Level: Email, Account Authentication
(None)
Sent: 5/19/2022 10:57:20 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
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Envelope Sent Hashed/Encrypted 5/19/2022 10:57:20 AM
Certified Delivered Security Checked 5/19/2022 10:57:49 AM
Signing Complete Security Checked 5/19/2022 10:58:37 AM
DocuSign Envelope ID: 72F72B74-5A83-4D5B-95F7-C17C82699F72
Envelope Summary Events Status Timestamps
Completed Security Checked 5/19/2022 10:58:37 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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