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HomeMy WebLinkAbout10/02/2007, C7 - REIMBURSEMENT AGREEMENT WITH ORCUTT ASSOCIATES, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY FOR OVE council Min,D. 10/02/07 j acEnba Report "®Nb. G CITY O F SAN LUIS 0 B I S P 0 FROM: Jay D. Walter, PE-Director of Public Works Prepared by: Timothy Scott Bochum,Deputy Director SUBJECT: REIMBURSEMENT AGREEMENT WITH ORCUTT ASSOCIATES, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY FOR OVERSIZING OF IMPROVEMENTS TO ORCUTT ROAD CAO RECOMMENDATION Approve a Reimbursement Agreement with Orcutt Associates, LLC, a California limited liability company for Improvements to Orcutt Road as part of Tract 2707 (Tumbling Waters), 953 Orcutt Road (TR 151-03, GPA/ER 114-02) BACKGROUND A vesting tentative map for Tract 2707 (TR 151-03), formerly known as Tumbling Waters and now known as Laurel Creek (see Attachment 1 for vicinity map), was approved by City Council on November 15, 2005, by Resolution No. 9748 (2005 Series) (Attachment 2), which authorized creation of a 23 lot subdivision for the purpose of creating 178 residential condominium units. On September 18, Council approved the Final Map for Tract 2707. The Laurel Creek developers are constructing improvements that were required as mitigation in the Environmental Impact Report (EIR) for the Four Creeks Residential Rezoning Project. These improvements include widening Orcutt Road to four lanes along the adjacent property and paying upfront costs for improvements at the intersection of Laurel and Orcutt. The developer is eligible to seek a reimbursement agreement with the City for costs associated with these improvements beyond their responsibility. A reimbursement agreement has been prepared that will direct the City to collect fees from other developing properties within the surrounding area that also impact the intersection of Laurel and Orcutt. These properties include other properties included in the Four Creeks General Plan Amendment Area as well as the future Orcutt Specific Plan Area. The reimbursement area is shown in Attachment 3. The future fees collected from the reimbursement area will be used to reimburse Orcutt Associates,LLC for the fronting of money to complete the EIR mitigation at the intersection. DISCUSSION Sections 66485, 66486 and 66487 of the State of California Subdivision Map Act establish provisions for requiring certain off-site improvements beyond subdivision property lines and the allowance for a reimbursement agreement to reimburse the subdivider for that portion of the cost of those improvements, including an amount attributable to interest, in excess of the construction required for the subdivision. In addition to these Subdivision Map Act provisions, Section Council Agenda Report-Reimbursement Agreement with Orcutt Associates, LLC Page 2 16.20.110 of the City's Subdivision Regulations provides that if one developer/property owner pays for off-site improvements (beyond their pro-rata share) and others are benefited from their improvements, then the subdivider may seek reimbursement from the City or future development projects that benefit from the improvements. Once the reimbursement is approved, the City will attempt to collect a prorated share of the documented costs of the improvements (or other reimbursement amount as established in the agreement).The Subdivision Regulations require the City to attempt to collect from the benefiting parties prior to issuance of future development permits for properties in the benefit area. As part of the EIR for the Four Creeks project area, a mitigation measure was adopted by Council that improvements to the intersection of Laurel and Orcutt (including widening of Orcutt at the UPRR railroad tracks) would need to be complete prior to any occupancy in the Four Creeks area. The adopted mitigation measure also included a provision that if the developer could not complete the improvements prior to this time (there were concerns expressed regarding the timing of UPRR permit approvals) the developer could instead request that the City complete the improvements and the developer would fund any shortfall in project cost to make the project whole. The City is pursuing UPRR permitting of the project and has acquired other local and regional funding for the project. However, even with this additional funding, the project is approximately$1.25 million short in construction funding. TR/MM 4 established and adopted by the Council as part of the Final EIR for the Four Creeks rezoning allows for Orcutt Associates, LLC to seek reimbursement for cost associated with design, permitting, inspections and construction of the required improvements that are beyond the scope of each development. Orcutt Associates, LLC has requested that the City complete the Laurel and Orcutt widening project and will be posting $1.25 million in construction funding to help the City complete this work. The City's Subdivision Regulations and mitigation measure established by Council allows them to seek reimbursement for portions of the $1.25 million advance that are above and beyond their project's fair share of improvement cost. Staff has worked with Orcutt Associates, LLC as well and the adjacent property owners of the Creekston development to craft the draft reimbursement agreement for these reimbursement issues. Staff has identified a `Benefit Area" (see Exhibit A of the draft Reimbursement Agreement) of potential future properties that benefit from these improvements. Most of these properties are included in either the Four Creeks EIR area (part of the actual mitigation measure) or are part of the draft Orcutt Specific Plan Area that already includes the assumed project costs in the draft mitigation program of the OASP plan. Highlights of the Reimbursement Agreement include: 1. Orcutt Associates is eligible to receive reimbursement up to the $1.25 million amount minus their pro-rata share of the improvements. Actual final amounts will be determined based upon final costs to the City to complete the work. 2. Payment of the $1.25 million will be timed to coincide with the City's improvement project. Final payment will occur no later than the City's construction project is 80% complete or the final building permit is issued for the Laurel Creek Housing project — whichever comes first. ce� 7—z Council Agenda Report-Reimbursement Agreement with Orcutt Associates, LLC Page 3 3. An annual adjustment index will be applied (based upon a consumer price index) to the reimbursement amount. 4. The Reimbursement agreement will be for a period of 15 years. CONCURRENCES The Finance Director concurs with the recommended action. FISCAL IMPACT There is no significant financial impact to the City with this proposed Reimbursement Agreement. ATTACHMENTS 1. Vicinity Map 2. Draft Reimbursement Agreement g:\staff-reporEs-agendas-niinutes\_car\1-007\devrev\tract 2707-953 orcutt\car-reimbursement agreement for tract 2707.doc G 7-3 err' �u . ��� �♦♦ ♦♦ •,: milli R ,• + PEN TR/PD 151 -03 200 0 200 Feet Tumbling Waters a i Attachment 2 REMURSEMENT AGREEMENT UAPROVEMENTS TO ORCUTT ROAD AND THE INTERSECTION OF BROAD STREET THIS REIMBURSEMENT AGREEMENT (this "Agreement") is made and entered into this 2nd day of October, 2007, by and among the CITY OF SAN LUIS OBISPO, a charter city and municipal corporation of the State of California, herein referred to as "City", and Orcutt Associates, LLC, a California limited liability company, herein referred to as"Orcutt". A. On or about November 15`h, 2005, the City Council approved Vesting Planning Application No. 151-03 (861 and 953 Orcutt Road, Vesting Tentative Tract Map No 2707) submitted by Orcutt (the "Development Entitlements"). Orcutt has assigned its rights in the Development Entitlements to CityView Laurel Creek 178, L.P., a Delaware limited partnership (`Builder"). Builder desires to construct up to 178 new homes pursuant to the Development Entitlements approved by the City Council (the "Laurel Creek Project"). B. The City has undertaken, pursuant to the California Environmental Quality Act ("CEQA"), the required analysis of the environmental effects which would be caused by the Laurel Creek Project and other projects in the area and has determined those mitigation measures which will eliminate, or reduce to an acceptable level, those of the environmental impacts which may be so mitigated, has adopted findings of overriding considerations for those of the impacts that cannot be so mitigated, and has certified the Final Environmental Impact Report (the "FEIR"), with those mitigation measures (the "Condition") and findings of overriding considerations, pursuant to City Resolution No. 9502 (2005 Series). Mitigation measure TR/mm-4 was established by the City Council as follows: TR/mm-4 Prior to issuance of occupancy permits, the project applicants shall install, subject to approval of the Public Works Director, the following improvements: • Provide an additional through lane in each direction along Orcutt Road, between Broad Street and Union Pacific Railroad right-of- way. The alignment of Orcutt Road, with the widening, would shift southwards near Duncan Road/Sacramento Drive and transition northwards before the railroad tracks. This alignment was set by City Council in 1994 (see Ordinance No. 1269). The widening of Orcutt Road shall incorporate state and city design standards. • Provide bicycle lanes and sidewalks in both directions and left-tum pockets in both directions at McMillian Avenue and Duncan Road/Sacramento Drive with the widening of Orcutt Road. In addition, prior to issuance of occupancy permits, the applicants shall either; 1) complete the following improvements subject to review, inspection and permit issuance by the City, the California Public Utilities I SDCA_M045.4 ��s J Attachment 2 Commission (CPUC), and Union Pacific Railroad, or 2) subject to approval of the Director of Public Works, deposit a mitigation fee in an amount equal to the estimated construction costs of said project and request that the City become the lead entity in processing a CPUC Encroachment Permit for said work. • Provide an additional through lane in each direction along Orcutt Road, between Union Pacific Railroad right-of-way and Laurel Lane. • Provide bicycle lanes and sidewalks in both directions and left-tum pockets in both directions at Laurel Lane with the widening of Orcutt Road. Prior to occupancy, the applicants will each enter into a reimbursement agreement for costs associated with the design, permitting, inspections, and construction of the required improvements that are beyond the scope of each development project. Final cost estimates will be subject to prior approval of the Director of Public Works. The amount'of reimbursement between the applicants will be determined by taking into consideration the project's percentile contribution to overall traffic volumes along this roadway, based upon peak hour trip estimates. The improvements described in Recital B above are referred to as the "Laurel & Orcutt Street Improvements". The portion of the Laurel & Orcutt Street Improvements to Orcutt Road from the easterly property boundary of TR 2707 to east of Laurel Lane are referred to herein as the "Laurel & Orcutt Intersection Improvements". C. In addition to the Laurel & Orcutt Street Improvements, in connection with the Laurel Creek Project and other development projects in the area the City is requiring that certain traffic mitigation measures be taken in connection with the intersection of Broad Street and South Street established by the City Council as TR/mm-1 (interim improvements) and TR/mm- 26 (final improvements)referred to herein as the "South&Broad Intersection Improvements". D. The Condition allowed Orcutt to solicit the City to complete the Laurel & Orcutt Intersection Improvements in return for Orcutt paying a "Mitigation Fee" that would advance the cost of the Laurel & Orcutt Intersection Improvements subject to reimbursement to Orcutt from other developments in the area benefiting from the Laurel & Orcutt Intersection Improvements. Orcutt requests the option of paying the Mitigation Fee for the Laurel & Orcutt Intersection Improvements to the City in-lieu of constructing them and now seeks to enter into a reimbursement agreement with the City whereby the City agrees that neighboring property owners and their projects benefiting from the Laurel & Orcutt Intersection Improvements shall be charged fees in connection with the development of their properties and projects to pay their fair share of the cost of said improvements which fees collected from neighboring property owners will in turn be used by the City to reimburse Orcutt a portion of the Mitigation Fee. 2 SDCA_338045.4 Attachment 2 E. Specifically with regard to the Laurel & Orcutt Intersection Improvements, the City has completed public improvement plans for said work and has submitted a draft agreement to the Union Pacific Railroad ("UPRR") to construct railroad crossing improvements at Orcutt Road. In addition, the City has appropriated partial funding for said improvements using City Transportation Impact Fees ("TIF") and other grant funding that has reduced the need of the Laurel Creek Project and neighboring property owners to pay the full mitigation costs associated with all of the improvements to Orcutt Road. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged;the City and Orcutt agree as follows: 1. Payment of Mitigation Fee for Laurel & Orcutt Intersection Improvements. Orcutt shall pay the Mitigation Fee to the City in an amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) for use by the City in constructing the Laurel & Orcutt Intersection Improvements. Orcutt shall pay Two Hundred Fifty Thousand Dollars ($250,000) of the Mitigation Fee upon the execution of this Agreement by the City. The balance of the Mitigation Fee in the amount of One Million Dollars ($1,000,000) shall be paid at the start of construction of the Laurel & Orcutt Intersection Improvements at the election of Orcutt by either (a) depositing One Million Dollars ($1,000,000) into a mutually acceptable to the City escrow account (the "Escrow Fund") with interest on the funds so deposited to accrue for the benefit of Orcutt, or (b) causing the issuance of a'letter of credit in favor of the City in the amount of One Million Dollars ($1,000,000) in a form and from a financial institution reasonably acceptable to the City (the "LOC"). The City would be entitled to draw on the Escrow Fund/LOC pursuant to the following schedule: Two Hundred Fifty Thousand Dollars ($250,000) when construction of the Laurel & Orcutt Intersection Improvements commences, an additional Three Hundred" Seventy-Five Thousand Dollars ($375,000) when construction of the Laurel & Orcutt Intersection Improvements are'fifty percent (50%) complete, and a final Three Hundred Seventy- Five Thousand Dollars ($375,000) upon the earlier of (i) when the Laurel & Orcutt Intersection Improvements are eighty percent (80%) complete, or (ii) when the building permit for the last unit of the Laurel Creek Project is issued by the City. In consideration of the foregoing payments, the City agrees not to delay the issuance of any permits or certificates of occupancy . for the Laurel Creek Project due to the Condition. 2. Benefit Area. The total area of benefited property for purposes of this Agreement shall be deemed to be any and all parcels of land, and each of them, that lie within the "Reimbursement Area" indicated on Exhibit "A" attached hereto and made part hereof by this reference. All or any combination of parcels of land in the Reimbursement Area may be referred to from time to time hereinafter as "Benefited Property" or any such parcel may be referred to individually as a`Benefited Parcel". 3. Maximum Reimbursement Amount. The Director of Public Works has determined that the total amount eligible for reimbursement by the City to Orcutt shall not exceed One Million Two Hundred Twelve Thousand Five Hundred Dollars ($1,212,500)plus the Inflation Adjustment factor set forth in Section 9 below. This amount shall be known as the "Maximum Reimbursable Amount" and has been determined by reducing the total Mitigation Fee ($1,250,000) by Orcutt's pro rata fair share of the Mitigation Fee in the amount of Thirty- Seven Thousand Five Hundred Dollars ($37,500). After reimbursement to the City for planning 3 SDCA_338045.4 C �- 7 Attachment 2 and environmental review costs, all Orcutt Area Specific Plan sub area fees actually collected by the City for transportation purposes (not including Citywide TIF or other mitigation fees collected from the sub area) shall be reimbursed to Orcutt until the Maximum Reimbursement Amount has been reimbursed. 4. Collection of TIF and Pro Rata Share Fees. The City will be collecting fees from property owners/developers in the Benefit Area. At the time the City first issues a building permit or any discretionary permit, approval or license for each Benefited Parcel within the Benefit Area after the date of this Agreement, the City will utilize its best efforts to recover an appropriate pro rata share, as determined by the City in its reasonable discretion, of the Maximum Reimbursable Amount from the owner/developer of such Benefited Property (the "Prorata Share") pursuant to'Section 16.20.110 of the San Luis Obispo Municipal Code, or as that Section may be amended. It is intended that the City shall determine an appropriate Prorata Share for each project in the Reimbursement Area in conjunction with the processing of any applications for permits for development projects on any Benefited Parcel within the Reimbursement Area indicated on Exhibit "A". The City hereby agrees that all Prorata Shares collected by the City within a fifteen (15) year period from the date of the payment of said Mitigation Fee by Orcutt, shall be paid by the City to Orcutt (the "Reimbursement Payment"), not to exceed the Maximum Reimbursable Amount. In the event that no development of Benefited Parcels has occurred or is anticipated in the fifteen (15) year period following the execution of this Agreement, Orcutt may request and the City will consider entering into a subsequent agreement to provide for reimbursement to Orcutt from fees received from the subsequent development of Benefited Parcels. 5. Tickell Frontage Improvements Reimbursement. On the south side of Orcutt. Road, adjacent on the west to the Laurel Creek Project, are parcels of real propertylocated on the southeast corner of'Broad Street and Orcutt Road containing approximately 186 gross acres owned by a family trust or family limited partnership of Mr. William Tickell,commonly referred to as the "Tickell Property", upon which a mixed used development is planned (the "Tickell Project") As established in the Certified EIR SCH #2004071043, Orcutt has caused Builder to agree to make certain improvements to Orcutt Road along the frontage of the Tickell Property for the benefit of the City and the Tickell Property and Tickell Project (the "Tickell Frontage Improvements"), said improvements having a current estimated cost of Three Hundred Sixty Thousand Dollars ($360,000) (the "Tickell Frontage Estimated Costs"). City agrees to allow a credit of Two Hundred Fifty-Six Thousand Two Hundred Eighty-Seven and 96/100's Dollars ($256,287.96) against the TIF Fees otherwise payable in connection with the Laurel Creek Project (the "TIF Credit") in return for the construction of the Tickell Frontage Improvements by Builder. The final actual cost of the Tickell Frontage Improvements minus the TIF Credit shall be paid by the owner of the Tickell Property to Orcutt pursuant to Section 6 below. 6. Tickell Mitigation Fee Obligations. Along with Orcutt, the owner of the Tickell Property was initially going to advance approximately two-thirds (2/3) of the total Mitigation Fee in the amount of Eight Hundred Eight Thousand Eight Hundred Twenty-Four Dollars ($808,824) (the "Tickell Advance") with Orcutt to advance Four Hundred Three Thousand Six Hundred Seventy-Six Dollars ($403,676.00) (the "Orcutt Advance"). Pursuant to this Agreement, Orcutt is advancing both the Orcutt Advance and the amount of the Tickell Advance which was to be advanced by the owner of the Tickell Property. In light of the foregoing, as a 4 SDCA_338045.4 �� Attachment 2 prior to the issuance of building permits for the Tickell Project (Tentative Map No. ), the City hereby agrees to exercise its best efforts to collect from the owner of the Tickell property that owner's pro rata share of the documented costs of the Tickell Advance and the Tickell Frontage Improvements or, at the election of the City, to obtain written confirmation from Orcutt that an agreement has been reached to provide for (a) the payment by the owner of the Tickell Property to Orcutt of any sums spent on the Tickell Frontage Improvements in excess of the TIF Credit plus Inflation Adjustment on said amount at the rate set forth in Section 9 below, and (b) the payment by the owner of the Tickell Property of the Tickell Advance to Orcutt and the sharing between Orcutt and the owner of the Tickell Property of future Reimbursement Payments received by Orcutt pursuant to this Agreement. 7. South & Broad Intersection Improvements. The City agrees that the Laurel Creek Project's pro rata share of the costs of the South & Broad Intersection Improvements costs shall be a total of One Hundred Thirty-Three Thousand Dollars ($133,000) payable prior to Final Tract Map approval for the Laurel Creek Project. 8. Satisfaction of Off Site Traffic Mitigation Requirements. The City agrees that upon the payment of the amounts set forth in Sections 1 and 7 above, all offsite traffic mitigation requirements in connection with the Laurel Creek Project shall be deemed satisfied. Inflation Adjustment. The Amount to be collected from the owner of each Benefited Property shall be determined by first multiplying each of the.percentages specified on Exhibit A for such property by the total actual cost for the corresponding Improvement. 'The sum of these products shall then increased on July 1 of each subsequent year following the effective date of this Agreement by the annual percentage change in the U S. Consumer Price Index, All Urban Consumers (or comparable successor index, if applicable) for the prior calendar year. In the event the Index shall hereafter be converted to a different standard_ reference base or otherwise revised, the determination of the percentage increase shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice Hall, Inc., or, failing such publication, by any other nationally recognized publisher of similar statistical information. In the event the Index and/or a conversion factor shall cease to be published, then, for the purposes of this Agreement, there shall be substituted for the Index such other index as Owner and the City shall agree upon. . 9. Time of Reimbursement. City will utilize its best efforts to disburse from time to time the Reimbursement Payments to Orcutt within ninety (90) days of receipt of any Reimbursement Fees. Notwithstanding any other provision of this Agreement, if for any reason City has not theretofore disbursed to Orcutt any Reimbursement Payments that were to have been collected and disbursed to Orcutt in accordance with this Agreement during the City's fiscal year which ends June 30, City shall disburse such amounts to Orcutt.by July 31 of that year. The foregoing notwithstanding, final payment of the Reimbursement Payments and the handling of any claims arising out of a dispute as to reimbursements shall, irrespective of the dollar amount on any such claim, be subject to Sections 20104 et seq.. of the California Public Contract Code, or their successor provisions.. 5 SDCA_338045.4 A �� G' � Attachment 2 10. Right to Reimbursement; Assignment Thereof. The right to receive Reimbursement Payments shall be personal to Orcutt and shall continue notwithstanding the previous or subsequent sale or transfer by Orcutt of any portion of the Benefited Property, unless Orcutt expressly in writing assigns its right to Reimbursement Payments to some other person or entity, either in connection with the sale or transfer of Benefited Property or independently of any real property transfer. Orcutt may, but shall have no obligation to, monitor City's collection of Mitigation Fees from the Benefited Properties. Orcutt shall have the right to audit the Reimbursement Fee/Reimbursement Payment records of the City, not to exceed once per calendar year. Orcutt hereby directs that Reimbursement Payments due it shall be payable to and mailed its address for notice set forth below or to such address as it may specify from time to time. 11. Notices. Any notice or other communication hereunder shall be in writing and shall be hand delivered or sent by United States registered or certified mail, postage prepaid, return receipt requested, addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other parties. The same shall be deemed given when delivered or three days after mailing; provided, however, that if any such notice or other communication shall also be sent by telecopy or fax machine, such notice shall be deemed given at the time and on the date of machine transmittal if the sending party receives a written send verification on its machine and forwards a copy thereof with its mailed or courier delivered notice or communication. The addresses for notices are as follows: If to City: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401-3249 Attention: City Administrative Officer Fax No.: (805) 781-7409 If to Orcutt: Orcutt Associates, LLC 12275 El Camino Real, Suite 110 San Diego, CA 92130 Attention: Randall Jenson Fax No: (858) 523-0832 With copy to: James Murar 4060 Campus Drive, Suite 100 Newport Beach, CA 92660 Fax No. (949) 553-0607 With a copy to: Foley & Lardner LLP 402 West Broadway, Suite 2100 San Diego, CA 92101 Attention:. Richard L. Moskitis, Esq. Fax No. (619) 234-3510 12. Attorneys Fees. In the event any party hereto brings or commences litigation for a declaration of the rights of the parties under this Agreement, for injunctive relief, or for an 6 SDCA_338045.4 /T C �`CJ Attachment 2 alleged breach or default of this Agreement, or any other action arising out of this Agreement, the prevailing party in each such action shall be entitled to an award of reasonable attorneys' fees and any court costs incurred in such action or proceeding, in addition to any other damages or relief awarded, regardless of whether such action proceeds to final judgment. 13. Entire Agreement; No Oral Modifications. This Agreement and the exhibits hereto constitute the final and complete agreement and supersede all prior correspondence, memoranda or agreements in connection with traffic mitigation fees regarding the Laurel Creek Project. This Agreement cannot be changed or modified other than by a written agreement executed by all of the parties. 14. Successors Bound. The provisions of this Agreement shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors, and assigns. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 16. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 17. Severability. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, but each remaining term and provision shall be valid and enforced to the fullest extent permitted by law. 18. Cations. The captions of this Agreement are inserted solely for convenience of reference only and do not define, describe or limit the scope or intent of this Agreement or any term hereof. [SIGNATURES BEGIN ON NEXT PAGE] 7 SDCA_338045.4 � �'f Attachment 2 THIS AGREEMENT is executed as of the date and year first above written. CITY: CITY OF SAN LUIS OBISPO By: David R. Romero Mayor ATTEST: Audrey Hooper, City Clerk APPROVED AS TO FORM: Jonathan P. Lowell, City Attorney ORCUTT: ORCUTT ASSOCIATES, LLC a California limited liability company By: Its: Manager 8 SDCA_338045.4 G � /i Attachment 2 STATE OF CALIFORNIA ) )ss. COUNTY OF ) On 200_1 before me, , Notary Public, personally appeared personally known to me (or 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. (SEAL) STATE OF CALIFORNIA ) )ss. COUNTY OF ) On , 200_, before me, Notary Public, personally appeared , personally known to me (or 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 signature(s) 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. (SEAL) 9 SDCA_338045.4 A /J J Attachment 2 STATE OF CALIFORNIA ) )ss. COUNTY OF ) On , 200_1 before me, , Notary Public, personally appeared , personally known to me (or 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 signature(s) 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. (SEAL) 10 SDCA_338045.4 EXHIBIT A REIMBURSEMENT MAP AND RATE SHEET 11 SDCA_338045.4 1 � i f Ef _ ,;g qtram axt a_y sxt + L �a � *a A71 y.�S�ryps �' t MEN .+'A yJ I d}S �`•-y�.kglmP �a Eli Ere�i e k y "-�' '�`L ' Ni� '�Fu` ,t�`4•' —�r,'1 ' .v"M, a °F « ��Js� � i .E•b, -`- 7� s 4i"�,� ��r r�j,6 J ,� li° lc -rt�t� � . �_.�r �,--T— J'�$'*'h'��: ���.' '�"'f�a°+�}�,•�.�6 y' s��� ,��L ��v , fa-by. 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